AMERICAN GENERAL FINANCE INC
10-Q, 1995-11-13
PERSONAL CREDIT INSTITUTIONS
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                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q


(Mark One)

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended            September  30, 1995            

                                     OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to  _____________                  


                       Commission file number 1-7422


                       AMERICAN GENERAL FINANCE, INC.
           (Exact name of registrant as specified in its charter)



                Indiana                               35-1313922         
       (State of Incorporation)                   (I.R.S. Employer
                                                 Identification No.)


 601 N.W. Second Street, Evansville, IN                 47708            
(Address of principal executive offices)             (Zip Code)


                               (812) 424-8031                              
            (Registrant's telephone number, including area code)


Indicate  by check  mark whether the  registrant (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was  required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X   No    

The  registrant  meets the  conditions  set  forth  in General  Instruction
H(1)(a) and (b) of Form  10-Q and is therefore  filing this Form 10-Q  with
the reduced disclosure format.

The  number of  shares  outstanding of  the  registrant's common  stock  at
November 13, 1995 was 2,000,000.
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                     PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements



             AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Income
                               (Unaudited)


                             Three Months Ended      Nine Months Ended
                                September 30,           September 30,    
                               1995       1994        1995        1994   
                                       (dollars in thousands)

Revenues
  Finance charges            $384,250   $324,212   $1,112,910  $  906,836
  Insurance                    55,225     46,425      165,828     129,652
  Other                        19,905     16,291       60,539      46,440

Total revenues                459,380    386,928    1,339,277   1,082,928

Expenses
  Interest expense            131,092    107,232      386,167     300,039
  Operating expenses          122,200     95,324      345,290     279,890
  Provision for finance 
    receivable losses         113,667     58,405      260,509     146,659
  Insurance losses and loss
    adjustment expenses        32,041     24,696       91,842      70,875

Total expenses                399,000    285,657    1,083,808     797,463

Income before provision for
  income taxes                 60,380    101,271      255,469     285,465
                                
Provision for Income Taxes      5,424     37,691       78,007     107,578


Net Income                   $ 54,956   $ 63,580   $  177,462  $  177,887




See Notes to Condensed Consolidated Financial Statements.
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              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
                   Condensed Consolidated Balance Sheets
                                (Unaudited)


                                             September 30, December 31,
                                                1995            1994   
Assets                                         (dollars in thousands) 
 
Finance receivables, net of unearned
  finance charges:
    Real estate loans                        $2,903,294      $2,704,929
    Non-real estate loans                     2,782,759       2,660,523
    Retail sales finance                      2,215,901       2,075,380
    Credit cards                                542,383         479,480

Net finance receivables                       8,444,337       7,920,312
Allowance for finance receivable
  losses                                       (305,665)       (226,226)
Net finance receivables, less allowance
  for finance receivable losses               8,138,672       7,694,086

Marketable securities                           846,277         702,510
Cash and cash equivalents                       130,435          52,729
Goodwill                                        282,246         289,000
Other assets                                    295,689         242,403

Total assets                                 $9,693,319      $8,980,728


Liabilities and Shareholder's Equity

Long-term debt                               $4,977,124      $4,312,932
Short-term notes payable:
  Commercial paper                            2,356,632       2,609,986
  Banks and other                               228,300         161,477
Investment certificates                           6,086           6,601
Insurance claims and policyholder
  liabilities                                   488,499         466,883
Other liabilities                               296,940         191,278
Accrued taxes                                    19,956          19,831

Total liabilities                             8,373,537       7,768,988

Shareholder's equity:
  Common stock                                    1,000           1,000
  Additional paid-in capital                    616,021         616,021
  Net unrealized investment gains (losses)       24,713         (18,407)
  Retained earnings                             678,048         613,126

Total shareholder's equity                    1,319,782       1,211,740

Total liabilities and shareholder's equity   $9,693,319      $8,980,728


See Notes to Condensed Consolidated Financial Statements.
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              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
              Condensed Consolidated Statements of Cash Flows
                                (Unaudited)


                                                       Nine Months Ended  
                                                         September 30,    
                                                      1995          1994  
                                                    (dollars in thousands)
Cash Flows from Operating Activities
Net income                                          $177,462      $177,887
Reconciling adjustments to net cash
  provided by operating activities:
    Provision for finance receivable losses          260,509       146,659
    Depreciation and amortization                     86,561        92,876
    Deferral of finance receivable  
      origination costs                              (57,795)      (62,393)
    Deferred federal income tax benefit              (26,981)      (14,572)
    Change in other assets and other liabilities     100,504        11,799
    Change in insurance claims and
      policyholder liabilities                        21,616        32,678 
    Gain on finance receivables sold through
      securitization                                  (4,552)          -
    Other, net                                        (9,611)         (155)
Net cash provided by operating activities            547,713       384,779

Cash Flows from Investing Activities
  Finance receivables originated or purchased     (4,482,009)   (4,080,956)
  Principal collections on finance receivables     3,681,067     3,104,225
  Finance receivables sold through securitization    100,000           -
  Marketable securities purchased                   (145,619)     (134,804)
  Marketable securities called, matured and sold      70,862        64,214
  Other, net                                         (55,631)      (16,478)
Net cash used for investing activities              (831,330)   (1,063,799)

Cash Flows from Financing Activities
  Proceeds from issuance of long-term debt         1,502,604       737,386
  Repayment of long-term debt                       (841,695)     (439,382)
  Change in investment certificates                     (515)       (2,252)
  Change in short-term notes payable                (186,531)      493,735
  Dividends paid                                    (112,540)     (125,800)
Net cash provided by financing activities            361,323       663,687

Increase (decrease) in cash and cash equivalents      77,706       (15,333)
Cash and cash equivalents at beginning of period      52,729        48,374

Cash and cash equivalents at end of period          $130,435      $ 33,041


Supplemental Disclosure of Cash Flow Information
  Income taxes paid                                 $116,686      $117,492

  Interest paid                                     $364,973      $290,417


See Notes to Condensed Consolidated Financial Statements.
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              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
            Notes to Condensed Consolidated Financial Statements
                            September 30, 1995 



Note 1.  Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have
been prepared  in accordance with generally  accepted accounting principles
for interim periods and  include the accounts of American  General Finance,
Inc.  (AGFI)  and its  subsidiaries (the  Company).   The  subsidiaries are
wholly-owned, and all intercompany  items have been eliminated.   Per share
information  is not included because  AGFI is a  wholly-owned subsidiary of
American General Corporation (American General).


Note 2.  Adjustments and Reclassifications

These condensed consolidated financial  statements include all adjustments,
consisting only of  normal recurring adjustments,  considered necessary  by
management for a  fair presentation of the Company's consolidated financial
position  at September  30, 1995  and December  31, 1994,  its consolidated
results of operations for the three months and nine months  ended September
30,  1995 and  1994, and its  consolidated cash  flows for  the nine months
ended  September 30, 1995 and 1994.  These condensed consolidated financial
statements should  be read in  conjunction with the  consolidated financial
statements and related  notes included  in the Company's  Annual Report  on
Form 10-K for the year ended December 31, 1994.  

To conform  with the 1995 presentation,  certain items in  the prior period
have been reclassified.


Note 3.  Accounting Changes

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting  Standards (SFAS) 121, "Accounting  for the Impairment
of Long-Lived  Assets and for Long-Lived  Assets to be Disposed  Of."  This
statement  establishes accounting standards for  1) the impairment of long-
lived  assets, certain  identifiable intangibles,  and goodwill  related to
those assets to be held and used in the business, and 2) long-lived  assets
and  certain identifiable intangibles to be disposed  of.  This standard is
effective  for fiscal years beginning after December 15, 1995, with earlier
application  encouraged.   The Company  will adopt  SFAS 121  during fourth
quarter 1995,  effective January 1, 1995.   Application of the statement as
of  January  1, 1995  will not  materially  impact previously  reported net
income for interim periods of 1995.
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<PAGE> 6

Note 4.  Derivative Financial Instruments

The Company's principal  borrowing subsidiary is  American General  Finance
Corporation (AGFC), a  wholly-owned subsidiary  of AGFI.   AGFC makes  very
limited use of derivative financial instruments  to manage the cost of debt
and does not use derivatives for speculative  purposes.  AGFC uses interest
rate  swap  agreements to  reduce its  exposure  to future  fluctuations in
interest rates.   AGFC's  use of  swap agreements did  not have  a material
effect  on  the  Company's  weighted-average  borrowing  rate  or  reported
interest expense in the first nine months of 1995.

During  the nine  months ended  September 30, 1995,  AGFC entered into five
interest rate swap agreements with terms of two to  three years and  with a
total notional amount of  $200 million.  These swap  agreements effectively
convert  short-term  and  medium-term  floating-rate  debt to a  fixed-rate
basis.  At September 30, 1995, outstanding interest rate swaps totaled $590
million of notional amount, with an average fixed pay rate of 8.07%  and an
average floating receive rate of 5.95%.
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<PAGE> 7

Item 2.  Management's Discussion and  Analysis of  Financial Condition  and
         Results of Operations.


                      LIQUIDITY AND CAPITAL RESOURCES

Overview

Management  believes  that  the  overall  sources  of  cash  and  liquidity
available to  the Company  will continue  to be  sufficient to satisfy  its
foreseeable financial obligations and operational requirements.


Operating Activities

Net cash flows  from operating  activities include the  receipt of  finance
charges on  finance receivables,  insurance  premiums, and  net  investment
revenue,  the  payment  of  interest  on  borrowings,  operating  expenses,
contractual obligations to policyholders, and income taxes, and adjustments
for non-cash  items which reconcile net  income to net  cash from operating
activities.   See "Analysis  of Operating  Results" in  Item 2. herein  for
information  on the  Company's revenues  and expenses.   See  the Condensed
Consolidated  Statements of  Cash  Flows included  in  Item 1.  herein  for
adjustments for non-cash items which reconcile net income to net  cash from
operating activities.


Investing Activities

Net  cash  flows   from  investing  activities   include  funding   finance
receivables originated or purchased, the Company's primary requirement  for
cash,  and  principal collections  on  finance  receivables, the  Company's
primary source  of cash.   Net  cash flows  from investing  activities also
include  finance receivables  sold  through  securitization and  marketable
securities purchased and sold primarily by the insurance operations. 

Finance receivables originated or  purchased increased for the  nine months
ended  September 30,  1995,  when  compared to  the  same  period in  1994,
primarily  due to business  development efforts.   Principal collections on
finance receivables increased for the nine months ended September 30, 1995,
when compared to the same period in 1994, primarily due to the higher level
of average finance receivables net of unearned finance charges (average net
receivables).  

On  May 17, 1995,  the Company sold  $100.0 million  of finance receivables
through securitization with limited  recourse.  At September 30,  1995, the
amount  of  finance receivables  sold  through  securitization remained  at
$100.0  million.  Although the  Company continues to  service these finance
receivables and  maintains the customer  relationships, the  securitization
was treated  as a  sale with  an immaterial  gain  for  financial reporting
purposes.  Accordingly, the finance receivables sold through securitization
are  not  reflected  on   the  Company's  balance  sheet.     In  addition,
securitization  of  finance  receivables results  in  effectively recording
finance charge revenues and provision for finance receivable losses on such
finance receivables sold in other revenues.
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<PAGE> 8

Financing Activities

To  the extent net  cash flows from  operating activities do  not match net
cash flows  from investing  activities, the  Company adjusts its  financing
activities accordingly.   The major  sources of cash  flows from  financing
activities include proceeds from issuance of long-term  debt and short-term
debt, and  the major uses  of cash flows from  financing activities include
repayments  of  maturing  debt  and  dividend  payments  to  the  Company's
shareholder.    The  ability of  AGFI  to  pay  dividends is  substantially
dependent on the receipt of dividends or other funds from its subsidiaries.
The amount of dividends certain subsidiaries may pay is effectively limited
by restrictions contained in certain financing agreements.

The  Company's  issuances  of long-term  debt  for  the  nine months  ended
September  30, 1995 reflect the  repayment of maturing  issues of long-term
interest  obligations, the  funding of  asset growth,  and the  decrease in
short-term notes payable.  

The Company's principal  borrowing subsidiary is  American General  Finance
Corporation  (AGFC), a wholly-owned subsidiary of AGFI.  AGFC obtains funds
through the issuance of a combination of fixed-rate debt, principally long-
term, and floating-rate debt, principally short-term.  The Company's mix of
fixed-rate and  floating-rate debt  is determined  by management  based, in
part,  on the nature of the assets being supported.  The Company limits its
exposure to market interest rate increases by fixing interest rates that it
pays for term periods.  The primary means by which the Company accomplishes
this is through the issuance of  fixed-rate debt.  To supplement fixed-rate
debt  issuances, AGFC also uses interest conversion agreements and has used
options on interest  conversion agreements to  synthetically create  fixed-
rate  debt by altering the  nature of floating-rate  debt, thereby limiting
its exposure to interest rate movements.
  
The Company  currently manages  capital to  maintain its  ratio of  debt to
tangible equity at approximately  7.5:1.  Tangible equity is  calculated as
shareholder's equity less goodwill  and net unrealized investment gains  or
losses on  fixed-maturity marketable securities.   Managing capital  to the
debt to tangible equity ratio resulted in an increase in the debt to equity
ratio at September 30, 1995 when  compared to September 30, 1994, primarily
due  to asset  growth and  goodwill amortization,  partially offset  by net
unrealized investment gains on fixed-maturity marketable securities.


Credit Facilities

Credit facilities  are maintained  to support  the  issuance of  commercial
paper   and  to  provide  an  additional  source  of  funds  for  operating
requirements.  At  September 30, 1995,  the Company had a  committed credit
facility  of $500.0 million and was an eligible borrower under $2.8 billion
of  committed credit facilities extended to American General and certain of
its  subsidiaries   (the  "shared  committed  facilities").     The  annual
commitment fees for all committed facilities ranged from .07% to .11%.  The
Company  pays commitment fees for  the shared committed  facilities only on
its allocated portion  which at September  30, 1995 was  $1.6 billion.   On
October  2,  1995, the  $2.8 billion  of  shared committed  facilities were
reduced  to $2.4 billion, and  the Company's allocated  portion remained at
$1.6  billion.  At September 30, 1995,  the Company also had $571.0 million
of  uncommitted credit facilities and was an eligible borrower under $185.0
million of uncommitted  credit facilities extended to American  General and
certain of its subsidiaries.  Available borrowings under all facilities are
reduced  by any  amounts outstanding  thereunder.   At September  30, 1995,
Company borrowings outstanding under all credit facilities totalled  $354.7
million  with  remaining availability  to the  Company  of $3.3  billion in
committed facilities and $401.3 million in uncommitted facilities.
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<PAGE> 9

                       SELECTED FINANCIAL INFORMATION


The following table  sets forth certain  selected financial information  of
the Company for the periods indicated:


                                 At or for the            At or for the
                              Three Months Ended        Nine Months Ended
                                 September 30,            September 30,    
                             1995            1994     1995            1994 
                                        (dollars in thousands)

Average net receivables     $8,400,456  $7,260,017   $8,239,478  $6,914,701

Average borrowings          $7,473,690  $6,452,547   $7,336,489  $6,144,183

Yield - finance charges
  (annualized) as a
  percentage of average
  net receivables               18.21%      17.78%       18.04%      17.51%

Borrowing cost - interest
  expense (annualized) as 
  a percentage of average
  borrowings                     7.01%       6.65%        7.02%       6.51%

Spread between yield
  and borrowing cost            11.20%      11.13%       11.02%      11.00%

Insurance revenues
  (annualized) as a
  percentage of average
  net receivables                2.63%       2.56%        2.68%       2.50%

Operating expenses
  (annualized) as a
  percentage of average
  net receivables                5.82%       5.25%        5.59%       5.40%

Return on average assets 
  (annualized)                   2.28%       3.06%        2.51%       2.97%

Return on average equity
  (annualized)                  16.57%      21.88%       18.36%      20.84%

Charge-off ratio -
  net charge-offs
  (annualized) as a
  percentage of average
  net receivables                3.22%       2.49%        2.99%       2.30%

Allowance ratio - 
  allowance for finance
  receivable losses as a
  percentage of net
  finance receivables              -           -          3.62%       2.86%
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<PAGE> 10

Selected Financial Information (Continued)


                                                       At or for the
                                                     Nine Months Ended
                                                       September 30,  
                                                     1995        1994 

Ratio of earnings to fixed charges (refer to
  Exhibit 12 herein for calculations)                1.65        1.93

Delinquency ratio - finance receivables any
  portion of which was 60 days or more past
  due as a percentage of related receivables
  (including unearned finance charges and
  excluding deferred origination costs, a
  fair value adjustment on finance receivables,
  and accrued interest)                              3.75%       2.77%

Debt to tangible equity ratio - debt to
  shareholder's equity less goodwill and
  net unrealized investment gains or losses
  on fixed-maturity marketable securities            7.47        7.49

Debt to equity ratio                                 5.73        5.68



                       ANALYSIS OF OPERATING RESULTS

Net  income decreased  $8.6 million,  or 14%,  for  the three  months ended
September 30, 1995 and $.4 million  for the nine months ended September 30,
1995 when compared to the same periods in 1994.


Finance Charges

Finance  charge revenues  increased $60.0  million, or  19%, for  the three
months ended  September 30, 1995 and  $206.1 million, or 23%,  for the nine
months ended September 30, 1995 when compared to the same  periods in 1994,
due to  increases  in average  net  receivables and  yields.   Average  net
receivables increased primarily due  to growth in the retail  sales finance
and loan portfolios resulting from business development efforts.  The yield
during the three months and nine  months ended September 30, 1995 increased
when compared  to the same periods in 1994 primarily due to higher yield on
loans and retail sales finance.  The loan yield increased  primarily due to
higher  yield on real estate loans, resulting from the higher interest rate
environment, and  rate management.  The increase in loan yield for the nine
months ended  September 30, 1995 when  compared to the same  period in 1994
also  reflected the  change  in the  amortization  of premiums  on  certain
purchased finance  receivables  which were  fully amortized  in the  second
quarter of  1994.  The retail  sales finance yield increased  due to higher
yield on  retail sales contracts reflecting improved pricing strategies and
market  conditions.    The increase  in  yield  for the  nine  months ended
September 30, 1995 when compared to the same period in  1994 also reflected
higher yield on credit cards. 
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<PAGE> 11

Insurance Revenues

Insurance revenues increased  $8.8 million,  or 19%, for  the three  months
ended September 30,  1995 and $36.2  million, or 28%,  for the nine  months
ended  September 30,  1995  when  compared to  the  same  periods in  1994,
primarily due to an increase in earned premiums.  Earned premiums increased
primarily  due to  increased written  premiums in  prior periods.   Written
premiums increased primarily  due to  the introduction of  a new  insurance
product and  higher credit insurance  sales on increased  year-to-date loan
volumes. 


Other Revenues

Other revenues increased $3.6 million, or  22%, for the three months  ended
September 30, 1995  and $14.1 million,  or 30%, for  the nine months  ended
September 30, 1995 when compared to the same periods in 1994, primarily due
to  an increase in investment revenue.   The increase in investment revenue
is primarily due to growth in invested assets for the insurance operations.
The increase in other revenues for the nine months ended September 30, 1995
when compared to the same period in 1994 also reflected the gain on finance
receivables sold through securitization.    


Interest Expense

Interest  expense increased  $23.9 million,  or 22%,  for the  three months
ended September 30,  1995 and $86.1  million, or 29%,  for the nine  months
ended September 30, 1995 when compared to the same periods in 1994, due  to
increases in average borrowings and borrowing cost.  Average borrowings for
the three  months and nine months  ended September 30,  1995 increased when
compared to the same periods  in 1994 primarily to fund asset growth.   The
borrowing cost for the three months ended September 30, 1995 increased when
compared to the  same period in 1994 due  to an increase in  short-term and
long-term borrowing cost.   The borrowing  cost for the  nine months  ended
September 30, 1995 increased when  compared to the same period in  1994 due
to an increase in short-term borrowing cost, partially offset by a decrease
in long-term  borrowing cost.  The  increase in borrowing cost,  as well as
the reduction in pretax income,  contributed to a decrease in the  ratio of
earnings to fixed charges for the nine months ended September 30, 1995 when
compared to the same period in 1994.


Operating Expenses

Operating  expenses increased $26.9 million,  or 28%, for  the three months
ended September  30, 1995 and  $65.4 million, or  23%, for the  nine months
ended  September  30, 1995  when  compared  to the  same  periods in  1994,
primarily  due to increases in  salaries and growth-related  expenses.  The
increase  in salaries  expense reflects  operational staffing  increases to
support  the Company's growth and collection efforts on the increased level
of delinquent finance receivables.   Since September 30, 1994,  the Company
has increased  its finance receivable  portfolio by over  580,000 accounts,
and  increased net finance receivables by $1.0  billion, or 14%, and opened
over  150 new  consumer  finance  offices.   The  Company  has added  1,600
employees, including  1,250 branch employees  and 350 employees  to process
<PAGE>
<PAGE> 12

the  growth in private  label and credit  card finance  receivables.  Other
growth-related expenses contributing to the increase in operating  expenses
include  data  processing,  supplies  and postage,  commissions,  occupancy
costs, and credit and collection expenses.


Provision for Finance Receivable Losses

The Company's  operational strategy has been focused on improving its risk-
adjusted returns by extending credit to customers with risk characteristics
somewhat  higher than  those traditionally  serviced by the Company.  Since
1991, the number  of customer  accounts serviced  increased by 1.9 million,
net finance receivables increased $2.5  billion, yield increased  to 18.21%
for  the three  months ended  September 30, 1995 from  16.55% for  the year
ended December 31, 1991 and insurance revenues  as a percentage  of average
net receivables increased to 2.63% for the three months ended September 30,
1995  from 1.86% for the  year  ended  December 31, 1991.    This  strategy
anticipated increased levels of delinquency and net charge-offs.   However,
the delinquency ratios and  the charge-off ratios currently  experienced by
the Company are higher than anticipated.

Recent economic statistics suggest that the U. S. economy remains in a four
year  expansion and  that  employment is  improving  in both  absolute  and
relative terms.  However,  other reports suggest consumers may  be becoming
overextended  in  their  ability  to  repay  obligations  as  evidenced  by
increased  consumer debt  outstanding and  increased frequency  of personal
bankruptcies.  Several  financial services companies that  have not adopted
strategies of accepting  higher credit  risks have  also recently  reported
increased levels  of  delinquency  and  net  charge-offs,  suggesting  that
systemic  economic conditions are partly the cause of the Company's higher-
than-anticipated delinquency ratios and charge-off ratios.

Provision  for finance receivable  losses increased $55.3  million, or 95%,
for  the three months ended September 30,  1995 and $113.9 million, or 78%,
for the  nine months  ended September  30, 1995 when  compared to  the same
periods in 1994, due  to increases in net charge-offs  and amounts provided
for the allowance for finance receivable losses.
 
Net charge-offs for the three months ended  September 30, 1995 increased to
$67.4 million from $60.5 million in the prior quarter and  $44.8 million in
third quarter 1994.   Net charge-offs for  the nine months ended  September
30, 1995  increased to $184.3 million from $118.6 in the prior year period.
The  charge-off ratio  for  the  three  months  ended  September  30,  1995
increased  to 3.22%  from 2.94%  in the  prior quarter  and 2.49%  in third
quarter 1994.  The charge-off ratio for the nine months ended September 30,
1995  increased to  2.99%  from  2.30%  in  the prior  year  period.    The
delinquency  ratio at  September 30,  1995 increased  to 3.75%  compared to
3.04% at June 30, 1995 and 2.77% at September 30, 1994.

The charge-off ratio increased  more than anticipated in the  third quarter
of  1995 due  to the  increase  in such  ratio  on loans  and retail  sales
finance.   The  increase in  charge-off  ratio for  the  nine months  ended
September 30, 1995 when compared to  the same period in 1994 also reflected
higher charge-off ratio  on credit  cards.  The  charge-off ratio on  loans
increased primarily  due to the increase  in such ratio on  non-real estate
loans.   The charge-off ratio  on retail sales  finance increased primarily
due to the increase in charge-off ratio on private label  and the increased
proportion of private label in the retail sales finance portfolio  over the
past eighteen months.
<PAGE>
<PAGE> 13

Average  net  receivables for  the three  months  ended September  30, 1995
increased $137.7 million, or  2%, from the prior quarter and  $1.1 billion,
or  16%, from  third quarter 1994.   Average  net receivables  for the nine
months ended September 30,  1995 increased $1.3  billion, or 19%, from  the
prior year  period.  Average net receivables increased primarily due to the
rapid growth resulting from business development efforts.  

During the third quarter of  1995, the Company increased the allowance  for
finance receivable losses by $49.4 million primarily due to the higher than
anticipated increase in delinquencies and  net charge-offs in third quarter
1995.  This additional reserving  increased the allowance ratio to 3.62% at
September  30, 1995  compared  to  3.07%  at  June 30, 1995  and  2.86%  at
September  30, 1994  and  increased the  allowance  for finance  receivable
losses to the high end of  the Company's historic 1.2 to 1.3 range  for the
ratio of allowance to prior twelve months' net charge-offs.  

The  Company anticipates future increases  in delinquencies and net charge-
offs due to lower credit quality associated with  the substantial growth in
finance  receivables in mid-  to late- 1994.   In response,  the Company is
adopting  an  action program  for  improving credit  quality  that includes
raising underwriting standards  and slowing receivable  growth (other  than
real estate loan growth), while  stressing collections and improving branch
office training.  This  action program will be accomplished  by redirecting
Company resources rather than employing additional resources.   Although no
substantial improvement  is anticipated in fourth  quarter 1995, management
believes that  the   impact of  these corrective actions  will be  realized
during 1996.   A significant  deterioration in the  U.S. economic  climate,
which is not currently anticipated,  could delay this corrective  program's
results.


Insurance Losses and Loss Adjustment Expenses

Insurance losses  and loss adjustment  expenses increased $7.3  million, or
30%, for  the three months ended  September 30, 1995 and  $21.0 million, or
30%, for the nine months ended September 30, 1995 when compared to the same
periods in 1994, primarily due to an increase  in claims and reserves.  The
increase in  claims of $4.7 million for the quarter and $10.2 million year-
to-date resulted  from higher credit insurance sales  on increased year-to-
date loan  volumes.  The increase  in benefit reserves of  $2.6 million for
the quarter and $10.8 million year-to-date related to  a new life insurance
product sold in 1995.  


Provision for Income Taxes

The provision for  income taxes decreased  $32.3 million,  or 86%, for  the
three months  ended September 30, 1995  and $29.6 million, or  27%, for the
nine  months ended September 30, 1995 when  compared to the same periods in
1994.  The decrease in the provision for income taxes is primarily due to a
non-recurring  state income tax adjustment recorded in the third quarter of
1995 and lower  taxable income.   In October 1995,  the Company received  a
state income tax refund from  a state in which the Company does business as
a  result of filing an  amended state income  tax return.   Receipt of this
refund substantiated the  Company's net operating  loss (NOL)  carryforward
for that state which was  created by an unusual state income  tax exclusion
allowed  by the tax law in effect  in prior periods, which was subsequently
modified.  In accordance with SFAS  109, "Accounting for Income Taxes," the
Company recognized a benefit  in third quarter 1995 related  to utilization
of the NOL carryforward  since it is more likely than  not that the benefit
will be realized.  
<PAGE>
<PAGE> 14

                          PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

Other than the lawsuits or proceedings disclosed previously, the Company is
a defendant in various other lawsuits and proceedings arising in the normal
course of  business.   Some  of  these lawsuits  and  proceedings arise  in
jurisdictions such as Alabama that permit punitive damages disproportionate
to the actual damages alleged.  Although no assurances  can be given and no
determination  can be made at this time as to the outcome of any particular
lawsuit  or proceeding,  the Company  believes  that there  are meritorious
defenses for all  of these claims  and is defending  them vigorously.   The
Company also believes that the total amounts that would ultimately be paid,
if any,  arising from these  claims would  have no material  effect on  the
Company's consolidated  results of  operations  and consolidated  financial
position.



Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits.

     (12)  Computation of ratio of earnings to fixed charges.
     (27)  Financial Data Schedule.

(b)  Reports on Form 8-K.

     Current Report on Form 8-K dated November 8,  1995, with respect to the
     election of  Frederick W. Geissinger  as Chairman  and Chief  Executive
     Officer of AGFC and the Company.
<PAGE>
<PAGE> 15

                                 Signature



Pursuant to  the requirements of the  Securities Exchange Act of  1934, the
registrant has  duly caused this report  to be signed on its  behalf by the
undersigned thereunto duly authorized.


                                  AMERICAN GENERAL FINANCE, INC.           
                                           (Registrant)                    



Date:  November 13, 1995          By /s/ Philip M. Hanley                  
                                         Philip M. Hanley                  
                                     Senior Vice President and Chief       
                                       Financial Officer                   
                                     (Duly Authorized Officer and Principal
                                       Financial Officer)                  
<PAGE>
<PAGE> 16

                               Exhibit Index



      Exhibits                                                      Page

(12)  Computation of ratio of earnings to fixed charges.             17

(27)  Financial Data Schedule.                                       18
<PAGE>

<PAGE>
<PAGE> 17

                                                             Exhibit 12


              AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
             Computation of Ratio of Earnings to Fixed Charges
                                (Unaudited)



                                                    Nine Months Ended   
                                                      September 30,    
                                                   1995          1994  
                                                 (dollars in thousands)

Earnings:

  Income before provision for income
    taxes                                        $255,469      $285,465
  Interest expense                                386,167       300,039
  Implicit interest in rents                        9,695         8,034

Total earnings                                   $651,331      $593,538

Fixed charges:

  Interest expense                               $386,167      $300,039
  Implicit interest in rents                        9,695         8,034

Total fixed charges                              $395,862      $308,073


Ratio of earnings to fixed charges                   1.65          1.93
<PAGE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         130,435
<SECURITIES>                                   846,277
<RECEIVABLES>                                8,444,337<F1>
<ALLOWANCES>                                   305,665<F2>
<INVENTORY>                                          0<F3>
<CURRENT-ASSETS>                                     0<F4>
<PP&E>                                               0<F4>
<DEPRECIATION>                                       0<F4>
<TOTAL-ASSETS>                               9,693,319
<CURRENT-LIABILITIES>                                0<F4>
<BONDS>                                      4,977,124<F5>
<COMMON>                                         1,000
                                0<F3>
                                          0<F3>
<OTHER-SE>                                   1,318,782<F6>
<TOTAL-LIABILITY-AND-EQUITY>                 9,693,319
<SALES>                                              0<F3>
<TOTAL-REVENUES>                             1,339,277<F7>
<CGS>                                                0<F3>
<TOTAL-COSTS>                                        0<F4>
<OTHER-EXPENSES>                               437,132<F8>
<LOSS-PROVISION>                               260,509<F9>
<INTEREST-EXPENSE>                             386,167<F10>
<INCOME-PRETAX>                                255,469
<INCOME-TAX>                                    78,007
<INCOME-CONTINUING>                            177,462
<DISCONTINUED>                                       0<F3>
<EXTRAORDINARY>                                      0<F3>
<CHANGES>                                            0<F3>
<NET-INCOME>                                   177,462
<EPS-PRIMARY>                                        0<F3>
<EPS-DILUTED>                                        0<F3>
<PAGE>
<FN>

<F1>RECEIVABLES IN THIS EXHIBIT REPRESENTS NET FINANCE RECEIVABLES REPORTED
    IN THE COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

<F2>ALLOWANCES IN THIS EXHIBIT REPRESENTS ALLOWANCE FOR FINANCE RECEIVABLE
    LOSSES REPORTED IN THE COMPANY'S CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS.

<F3>NOT APPLICABLE.

<F4>NOT REPORTED SEPARATELY (OR NOT REPORTED SEPARATELY AS DEFINED BY
    ARTICLE 5 OF REGULATION S-X) IN DOCUMENT FILED.

<F5>BONDS IN THIS EXHIBIT REPRESENTS LONG-TERM DEBT REPORTED IN THE COMPANY'S
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS WHICH INCLUDES OTHER LONG-TERM
    DEBT.

<F6>OTHER STOCKHOLDER'S EQUITY IN THIS EXHIBIT REPRESENTS ADDITIONAL PAID-IN-
    CAPITAL, NET UNREALIZED INVESTMENT GAINS (LOSSES), AND RETAINED EARNINGS
    REPORTED IN THE COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

<F7>TOTAL REVENUES IN THIS EXHIBIT REPRESENTS TOTAL REVENUES REPORTED IN THE
    COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

<F8>OTHER EXPENSES IN THIS EXHIBIT REPRESENTS OPERATING EXPENSES AND
    INSURANCE LOSSES AND LOSS ADJUSTMENT EXPENSES REPORTED IN THE COMPANY'S
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

<F9>LOSS PROVISION IN THIS EXHIBIT REPRESENTS PROVISION FOR FINANCE
    RECEIVABLE LOSSES REPORTED IN THE COMPANY'S CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS.

<F10>INTEREST EXPENSE IN THIS EXHIBIT REPRESENTS INTEREST EXPENSE REPORTED
     IN THE COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
</FN>
        

</TABLE>


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