AMERICAN GENERAL CORP /TX/
8-K, 1995-10-26
LIFE INSURANCE
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549




                                   FORM 8-K

                                CURRENT REPORT




                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934




      Date of Report (Date of earliest event reported):  October 26, 1995



                         AMERICAN GENERAL CORPORATION
            (Exact name of registrant as specified in its charter)



           Texas                 1-7981               74-0483432
      (State or other        (Commission File         (IRS Employer
      jurisdiction of            Number)              Identification
      incorporation)                                    Number)


               2929 Allen Parkway, Houston, Texas         77019
           (Address of principal executive offices)      (Zip Code)




     Registrant's telephone number, including area code:   (713) 522-1111


                                                                              

                                                                              <PAGE>





Item 5.     Other Events.

            American General Corporation issued a press release on October 26,
            1995 announcing the adoption by the company's Board of Directors
            of a plan of succession for the office of the chairman.  Under the
            plan, Robert M. Devlin will succeed CEO Harold S. Hook in October
            1996 and Mr. Hook will continue as chairman until the annual
            shareholders' meeting in 1997.  In connection with the plan, the
            board also announced that Mr Devlin was named president, replacing
            James R. Tuerff who has taken early retirement and that Jon P.
            Newton as named vice chairman and director and will continue as
            the company's general counsel.


Item 7.     Financial Statements and Exhibits.

      (c)   Exhibits.

            Exhibit Number

            99    News release issued by American General Corporation on
                  October 26, 1995.




                                   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 CORPORATION



Dated:  October 26, 1995            By:   /s/ JON P. NEWTON            
                                          Jon P. Newton
                                          Vice Chairman and General Counsel













                                      -2-<PAGE>





                                 EXHIBIT INDEX



Exhibit
Number                              Description                                
 

  99        News release issued by American General Corporation on October 26,
            1995.<PAGE>







                                                                  NEWS RELEASE
                                                                         95-19
                        Contact:    Robert D. Mrlik   or    John E. Pluhowski
                                    Vice President          Director-Corporate
                                    Investor Relations      Communications
                                    (713) 831-1137          (713) 831-1149

FOR IMMEDIATE RELEASE

                AMERICAN GENERAL ANNOUNCES CEO SUCCESSION PLAN

      Houston, October 26, 1995 -- The Board of Directors of American General

Corporation (NYSE - AGC) today announced the adoption of a plan of succession

for long-time chairman and CEO Harold S. Hook.  Under the plan, Robert M.

Devlin, president, will succeed Mr. Hook as chief executive officer a year

from now, in October 1996, and Mr. Hook will continue as chairman until the

annual shareholders' meeting in 1997.  Mr. Devlin will become only the fourth

CEO since the company's founding in 1926.

      In connection with the plan, the board also announced a realignment in

the office of the chairman.  Mr. Devlin, formerly vice chairman, was named

president, replacing James R. Tuerff who has taken early retirement and will

be establishing a consulting practice.  Jon P. Newton, formerly senior vice

president and general counsel, was elected vice chairman and director, joining

Messrs. Hook and Devlin in the office of the chairman.  Mr. Newton will

continue as the company's general counsel.

      In commenting on the announcement, Mr. Hook said, "Bob has had a

distinguished career with American General and has demonstrated the qualities

the board was looking for to lead the company into the next century."

      Mr. Hook, 64, joined American General in 1970 as president of an

insurance subsidiary.  He was elected president of the parent company in 1975

and chairman and CEO in 1978.  A Chartered Life Underwriter (CLU), Mr. Hook

holds two degrees - BS and MA - from the University of Missouri (Columbia).

                                    -more-<PAGE>





      Mr. Devlin, 54, joined American General in 1977 in an insurance

subsidiary, and has served in a broad range of positions in the parent company

and in operating subsidiaries.  Prior to being elected as vice chairman in

1993, he served seven years as president and CEO of American General Life

Insurance Company, headquartered in Houston.  A Chartered Life Underwriter

(CLU), he holds a BA degree in Economics from Tulane University.

      Mr. Newton, 54, joined the company in 1993 as senior vice president and

general counsel, and prior to that time was a partner in the Austin law firm

of Clark, Thomas, Winters & Newton.  He holds two degrees - BA and JD - from

The University of Texas.  Earlier this year, he completed the Advanced

Management Program at Harvard University.

                                     *****

      American General is one of the nation's largest diversified financial

services organizations with assets of $60 billion and shareholders' equity of

$5.5 billion.  Headquartered in Houston, it is a leading provider of

retirement annuities, consumer loans, and life insurance to eight million

households.  American General Corporation common stock is listed on the New

York, Pacific, London, and Swiss stock exchanges.

                                      ###

      Accompanying this news release are comments from Mr. Hook, in question-

and-answer format, on the October 26, 1995 announcement of the board of

directors.<PAGE>





Supplement to:    News Release 95-19, Dated October 26, 1995, Entitled:

"AMERICAN GENERAL ANNOUNCES CEO SUCCESSION PLAN"

                                                                             

The Board of Directors of American General Corporation today announced the
adoption of a plan of succession for long-time chairman and CEO Harold S.
Hook.  Under the plan, Robert M. Devlin, president, will succeed Mr. Hook as
chief executive officer a year from now, in October 1996, and Mr. Hook will
continue as chairman until the annual shareholders' meeting in 1997.

Below, in question-and-answer format, are comments from Mr. Hook, regarding
the succession plan and related issues.

1.    Q.    Why is the succession plan being announced at this time?

      A.    The board reached its decision following an active two-year
            selection process.  In view of my long service as CEO, the board
            and I decided that one year was the appropriate period for an
            orderly transition.

2.    Q.    What is the office of the chairman?

      A.    At American General, it is the organizational unit to which all
            subsidiary CEOs and parent company senior officers report, and its
            members function both individually and as a team.

3.    Q.    What is the ranking in the office of the chairman?

      A.    Although the working relationship is collegial in nature, in
            situations where rank is an issue, the order will be Hook, Devlin
            and Newton.

4.    Q.    Will the succession plan have an impact on the way the office of
            the chairman operates between now and October 1996?

      A.    The normal operation of the office of the chairman provides ample
            opportunity for the succession transition.

5.    Q.    What will your responsibilities be after October 1996?

      A.    That would be up to the board and the new CEO.  However, I have
            previously agreed with the board to continue as chairman until the
            annual shareholders' meeting in 1997.

6.    Q.    Will you be continuing on the board after retirement?

      A.    Under our current bylaws, as a former chief executive officer, I
            would be eligible to serve an additional five years.  However, I
            do not plan to stand for election in 1997.<PAGE>





7.    Q.    How many senior officers will reach normal retirement age in the
            next seven years?

      A.    Out of the top 18 senior officers in the parent and operating
            subsidiaries, only three will reach the normal retirement age of
            65 in the next seven years.<PAGE>


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