AMERICAN GENERAL CORP /TX/
10-Q, 1996-05-14
LIFE INSURANCE
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   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996





                      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              March 31, 1996                  

                                      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 1-7981


                        American General Corporation                         
   (Exact name of registrant as specified in its articles of incorporation)


                Texas                                     74-0483432          
    (State of Incorporation)                         (I.R.S. Employer 
                                                       Identification No.) 


    2929 Allen Parkway, Houston, Texas                     77019-2155         
(Address of principal executive offices)                 (Zip Code) 


                                 (713) 522-1111                             
             (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      . 

As of April 30, 1996, there  were 206,818,343 shares (excluding shares held in
treasury and by a subsidiary) of American General's Common Stock and 2,317,701
shares  of  American General's  7%  Convertible  Preferred Stock  outstanding.
<PAGE>
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996





                              INDEX TO FORM 10-Q

                                                                              
                                                                     Page
Part I.    FINANCIAL INFORMATION.


         Item 1.  Financial Statements.

                  Consolidated Statement of Income for the three
                    months ended March 31, 1996 and 1995 .............  2

                  Consolidated Balance Sheet at March 31, 1996 and       
                    December 31, 1995 ................................  3

                  Consolidated Condensed Statement of Cash Flows for
                    the three months ended March 31, 1996 and 1995 ...  4

                  Notes to Consolidated Financial Statements .........  5

         Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations ..............  9


Part II.   OTHER INFORMATION.


         Item 1.  Legal Proceedings .................................. 22

         Item 6.  Exhibits and Reports on Form 8-K ................... 22
 











<PAGE>









                                      -1-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996




                        PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                         AMERICAN GENERAL CORPORATION
                       Consolidated Statement of Income
                                  (Unaudited)
                       (In millions, except share data)

                                                        Three Months Ended
                                                             March 31,      
                                                        1996          1995  
Revenues 
 Premiums and other considerations ................   $   480       $   403 
 Net investment income ............................       800           722 
 Finance charges ..................................       371           359 
 Realized investment gains ........................        27             2 
 Equity in earnings of Western National Corporation         8             9 
 Other ............................................        25            23 
     Total revenues ...............................       1,711       1,518 

Benefits and expenses
 Insurance and annuity benefits ...................       774           677 
 Policyholder dividends ...........................        23            16 
 Operating costs and expenses .....................       264           234 
 Commissions ......................................       125           126 
 Change in deferred policy acquisition costs and
  cost of insurance purchased .....................       (16)          (43)
 Provision for finance receivable losses ..........        109           72 
 Interest expense
  Corporate .......................................        30            39 
  Consumer Finance ................................       126           125 
     Total benefits and expenses ..................     1,435         1,246 

Earnings
 Income before income tax expense .................       276           272 
 Income tax expense ...............................        97            97 
 Income before net dividends on preferred 
  securities of subsidiaries ......................       179           175 
 Net dividends on preferred securities of
  subsidiaries ....................................        10             - 
     Net income ...................................   $   169       $   175 

 Net income per share .............................   $   .81       $   .85 

 Dividends paid per common share ..................   $  .325       $   .31 

 Average fully diluted shares outstanding
  (in thousands) ..................................   212,653       205,244 




                                      -2-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996




Item 1.  Financial Statements (continued).

                         AMERICAN GENERAL CORPORATION
                          Consolidated Balance Sheet 
                                  (Unaudited)
                       (In millions, except share data)

                                                   March 31,   December 31,
                                                     1996          1995   
Assets 
 Investments 
  Fixed maturity securities (amortized cost:
    $36,034; $34,590) ...........................   $37,214       $37,213 
  Mortgage loans on real estate .................     3,115         3,041 
  Equity securities (cost: $143; $138) ..........       175           186 
  Policy loans ..................................     1,653         1,605 
  Investment real estate ........................       618           577 
  Other long-term investments ...................       174           179 
  Short-term investments ........................       119           103 
      Total investments .........................    43,068        42,904 
 Cash ...........................................       188           161 
 Finance receivables, net .......................     7,533         7,918 
 Investment in Western National Corporation .....       391           407 
 Deferred policy acquisition costs ..............     2,109         1,625 
 Cost of insurance purchased ....................       762           504 
 Acquisition-related goodwill ...................       572           577 
 Other assets ...................................     1,938         1,887 
 Assets held in Separate Accounts ...............     5,741         5,170 
      Total assets ..............................   $62,302       $61,153 

Liabilities
 Insurance and annuity liabilities ..............   $39,192       $37,983 
 Debt (short-term)
  Corporate ($657; $553) ........................     1,827         1,723 
  Consumer Finance ($2,222; $2,490) .............     7,081         7,470 
 Income tax liabilities .........................     1,107         1,268 
 Other liabilities ..............................     1,090         1,009 
 Liabilities related to Separate Accounts .......     5,741         5,170 
      Total liabilities .........................    56,038        54,623 

Redeemable equity
 Company-obligated mandatorily redeemable
  preferred securities of subsidiaries
  holding solely company subordinated notes
    Non-convertible .............................       485           485 
    Convertible .................................       245           244 
      Total redeemable equity....................       730           729 

Shareholders' equity
 Mandatorily convertible preferred stock
  (shares issued and outstanding:  2,317,701)....        85             - 
 Common stock (shares issued:  220,122,120;

                                      -3-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

  outstanding:  207,152,400; 203,948,246)........       398           364 
 Net unrealized gains on securities .............       526         1,100 
 Retained earnings ..............................     4,890         4,787 
 Cost of treasury stock .........................      (365)         (450)
      Total shareholders' equity ................     5,534         5,801 
      Total liabilities and equity ..............   $62,302       $61,153 


















































                                      -4-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996




Item 1.  Financial Statements (continued).

                         AMERICAN GENERAL CORPORATION
                Consolidated Condensed Statement of Cash Flows
                                  (Unaudited)
                                 (In millions)
                                                        Three Months Ended
                                                             March 31,      
                                                        1996          1995  
Operating activities
       Net cash provided by operating activities .... $   667       $   667 

Investing activities 
 Investment purchases ...............................  (2,040)       (1,829)
 Investment calls, maturities, and sales ............   1,589         1,168 
 Finance receivable originations or acquisitions ....  (1,010)       (1,521)
 Finance receivable principal payments received .....   1,270         1,209 
 Acquisition of Independent .........................    (105)           -
 Acquisition of Franklin Life .......................      -           (920)
 Other, net .........................................     (52)          (45)
       Net cash used for investing activities .......    (348)       (1,938)

Financing activities
 Retirement Annuities and Life Insurance
   Policyholder account deposits ....................     695           803 
   Policyholder account withdrawals .................    (618)         (535)
      Total Retirement Annuities and Life Insurance .      77           268 
 Consumer Finance
   Net decrease in short-term debt ..................    (268)         (281)
   Long-term debt issuances .........................      30           733 
   Long-term debt redemptions .......................    (151)         (283)
      Total Consumer Finance ........................    (389)          169 
 Corporate
   Net increase in short-term debt ..................     104           725 
   Long-term debt issuances .........................      -            148 
   Common share dividend payments ...................     (66)          (63)
   Common share purchases ...........................     (22)           -  
   Other, net .......................................       4            -  
      Total Corporate ...............................      20           810 
       Net cash provided by (used for) 
        financing activities ........................    (292)        1,247 

Net increase (decrease) in cash .....................      27           (24)
Cash at beginning of period .........................     161            45 
Cash at end of period ............................... $   188       $    21 

Supplemental disclosure of cash flow information:
 Cash paid (received) during the period for
   Income taxes ..................................... $   (49)      $   (78)
   Interest
     Corporate ......................................      32            40 
     Consumer Finance ...............................     121           113 

                                      -5-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

   Dividends on preferred securities of
    subsidiaries ....................................      14            -  




Item 1.  Financial Statements (continued).

                         AMERICAN GENERAL CORPORATION
                  Notes to Consolidated Financial Statements
                                March 31, 1996

1.   Accounting  Policies. The  accompanying unaudited  consolidated financial
     statements of  American General  Corporation ("American General"  or "the
     company")  and its  subsidiaries have  been prepared  in  accordance with
     generally accepted  accounting principles  for interim  periods.   In the
     opinion  of  management,   these  statements  include   all  adjustments,
     consisting  only of normal recurring  accruals, that are  necessary for a
     fair  presentation of  the company's  consolidated financial  position at
     March 31, 1996, and the consolidated results of operations and cash flows
     for the three months ended March 31, 1996 and 1995.

     To conform  with the 1996 presentation, certain items in the prior period
     have been reclassified.

2.   Acquisitions.

     Independent  Insurance Group,  Inc.    On  February  29,  1996,  American
     General, through its wholly-owned  subsidiary, AGC Life Insurance Company
     (AGC Life), acquired Independent  Insurance Group, Inc. (Independent) for
     $362  million.  Prior to closing, Independent shareholders could elect to
     exchange each share of Independent stock for $27.50 in  cash, .7480 share
     of American General  common stock, or .7480 share  of American General 7%
     mandatorily convertible preferred stock.  The exchange ratio was based on
     $36.7625, the  average  market price  of  American General  common  stock
     during the ten trading days ending on and including the fifth trading day
     prior to  closing.  The consideration  at closing consisted of:   1) $139
     million of cash (38%), 2)  3.7 million shares of common stock  (38%), and
     3) 2.3 million shares of preferred stock (24%).

     The  acquisition was  accounted for  using the  purchase method,  and the
     results  of  operations of  Independent  were included  in  the company's
     consolidated  statement  of income  from the  date  of acquisition.   The
     acquired  assets and  liabilities  were reflected  in American  General's
     consolidated  balance sheet as of February 29, 1996, at management's best
     estimate of their  fair values.   Evaluation of  fair values assigned  to
     Independent's  assets and  liabilities, primarily  related  to insurance,
     employee  benefits,  and  litigation  liabilities,  is   continuing,  and
     allocation  of  the  purchase  price  may  be  adjusted  when  additional
     information is available.






                                      -6-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996







Item 1.  Financial Statements (continued).

     Noncash investing and financing activities related to the acquisition  of
     Independent  that  are  not   reflected  in  the  consolidated  condensed
     statement of cash flows for the three months ended March 31, 1996 were as
     follows:

     (In millions)

     Fair value of assets acquired, excluding $34 million of cash    $1,279
     Liabilities assumed                                               (951)
     Issuance of common treasury shares                                (138)
     Issuance of mandatorily convertible preferred stock                (85)
       Net cash paid for acquisition of Independent                  $  105

     Franklin  Life Insurance Company.  On January 31, 1995, American General,
     through AGC Life,  acquired American Franklin Company (AFC),  the holding
     company  of The  Franklin Life  Insurance Company  (Franklin Life).   The
     following  unaudited  proforma   information  presents  the  consolidated
     results of operations of the  company and AFC for the three  months ended
     March  31, 1995.    The  proforma  information is  presented  as  if  the
     acquisition  and its permanent financing had been effective at January 1,
     1995.  This information  is intended for informational purposes  only and
     may not necessarily be indicative of American General's future results of
     operations.

                                                      Proforma
                                                 Three Months Ended
                                                   March 31, 1995  
     (In millions, except share data)

     Total revenues                                   $  1,598
     Income before income tax expense                 $    285
     Income before net dividends on
       preferred securities of subsidiaries           $    183
     Net income                                       $    176
     Net income per share                             $    .86
     Average fully diluted shares 
       outstanding (thousands)                         205,244

     Included in net income above are aftertax realized gains of $1 million.

3.   Mandatorily  Convertible  Preferred  Stock.     In  connection  with  the
     acquisition of  Independent, American General issued  2.3 million shares,
     or $85 million, of  mandatorily convertible preferred stock.   Holders of
     the preferred stock  are entitled to receive  annual cumulative dividends
     of  7% and  have the  right to  vote, together  with holders  of American
     General common  stock, on the basis  of four-fifths of one  vote for each
     share of preferred  stock.  The preferred stock  is non-callable for four

                                      -7-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

     years, and each share is  mandatorily convertible into not more  than one
     share of American General common stock during the fifth year.





Item 1.  Financial Statements (continued).

4.   Derivative Financial  Instruments.  During  the three months  ended March
     31, 1996, the company entered into two interest rate swap agreements with
     a total notional  amount of  $20 million to  convert specific  investment
     securities from a floating  to a fixed-rate basis.  No other transactions
     involving derivative  financial instruments were entered  into during the
     period.  Derivative  financial instruments related to debt securities did
     not  have a  material effect  on the  weighted-average borrowing  rate or
     reported interest  expense in the  three months ended  March 31, 1996  or
     1995.  Derivative financial  instruments related to investment securities
     did not  have a  material effect  on net investment  income in  the three
     months ended March 31, 1996 or 1995.

5.   Legal  Contingencies.  Two real  estate subsidiaries of  the company were
     defendants in  a lawsuit that alleged  damages based on  lost profits and
     related claims arising  from certain loans  and joint venture  contracts.
     On July 16, 1993, a judgment was entered against the subsidiaries jointly
     for  $47.3 million  in  compensatory  damages  and  against  one  of  the
     subsidiaries  for $189.2 million in  punitive damages.   On September 17,
     1993,  a  Texas  state  district  court  reduced  the  previously-awarded
     punitive damages by $60.0 million, resulting in a reduced judgment in the
     amount of $176.5  million plus  post-judgment interest.   On January  29,
     1996, the Texas  First Court  of Appeals rendered  a two-to-one  decision
     that  affirmed  the  trial  court  judgment.    The  company  intends  to
     vigorously contest the  matter through the  appellate process.   Although
     substantial risks and  uncertainties remain with respect  to the ultimate
     outcome, legal counsel has  advised the company that  it is not  probable
     within the  meaning of  Statement  of Financial  Accounting Standards  5,
     "Accounting for  Contingencies," that the company will ultimately incur a
     material  liability in  connection  with this  matter.   Accordingly,  no
     provision has been made in the  consolidated financial statements related
     to this contingency.

     In  April  1992, the  Internal Revenue  Service  (IRS) issued  Notices of
     Deficiency for the 1977-1981 tax years of certain insurance subsidiaries.
     The basis of the  dispute was the  tax treatment of modified  coinsurance
     agreements.   The  company elected  to pay  all related  assessments plus
     associated interest, totaling $59 million.  A claim for refund of tax and
     interest was disallowed by the  IRS in January 1993.  On June 30, 1993, a
     suit  for refund was filed in the  United States Court of Federal Claims.
     On February 7, 1996, the court ruled in favor of the company on all legal
     issues  related to  this  contingency.   The  company does  not  yet know
     whether the IRS will  appeal this decision; however, the  company intends
     to pursue a  full refund of the amounts paid.   Accordingly, no provision
     has  been made in the  consolidated financial statements  related to this
     contingency.


                                      -8-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996








Item 1.  Financial Statements (continued).


     American General and certain  of its subsidiaries are parties  to various
     other  lawsuits  and  proceedings  arising  in  the  ordinary  course  of
     business.  Many of these lawsuits and proceedings arise in jurisdictions,
     such as  Alabama, that  permit punitive damages  disproportionate to  the
     actual damages alleged.   Based upon information presently available, the
     company believes that the total amounts that ultimately will be  paid, if
     any,  arising from these lawsuits  and proceedings will  have no material
     adverse effect on  the company's consolidated  results of operations  and
     financial position.   However, it should  be noted that the  frequency of
     large punitive damage  awards that bear little  or no relation to  actual
     damages  awarded  by juries  in jurisdictions  like Alabama  continues to
     increase and  creates the potential  for unpredictable  judgments in  any
     given punitive damage suit.

6.   Status of Federal Tax Return Examinations.   The company and the majority
     of its subsidiaries file a  consolidated federal income tax return.   The
     IRS is currently  examining the  company's tax returns  for 1986  through
     1992.  One issue from prior  tax returns is currently being litigated, as
     described in Note 5.

7.   Ratio of Earnings  to Fixed  Charges and  Ratio of  Earnings to  Combined
     Fixed Charges  and Preferred Stock  Dividends.  The ratio  of earnings to
     fixed  charges and the  ratio of earnings  to combined fixed  charges and
     preferred stock dividends were as follows:

                                                    Three Months Ended
                                                        March 31,     
                                                     1996        1995 
     Ratio of Earnings to Fixed
      Charges:
       Consolidated operations ....................  2.65         2.54     
       Consolidated operations, 
        corporate fixed charges only ..............  8.40         6.71     
       American General Finance, Inc. .............   1.34        1.75     

     Ratio of Earnings to Combined
      Fixed Charges and Preferred
      Stock Dividends:
       Consolidated operations ....................  2.44         2.54     
       Consolidated operations, 
        corporate fixed charges and 
        preferred stock dividends only ............   6.01        6.71     




                                      -9-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996








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

This  item presents  specific comments  on material  changes to  the company's
results  of  operations,  capital resources,  and  liquidity  for the  periods
reflected in the  interim financial  statements filed with  this report.   The
reader is presumed to have  read or have access  to the company's 1995  Annual
Report to Shareholders,  including the Management's Discussion and Analysis on
pages 16 through 25 thereof.

This  analysis should be read  in conjunction with  the consolidated financial
statements and related notes on pages 2 through  8 of this Quarterly Report on
Form 10-Q.


                              STATEMENT OF INCOME

      Comparison of Three Months Ended March 31, 1996 and March 31, 1995

Revenues.  Total revenues increased $193 million, or 13%, for the three months
ended March 31,  1996 compared to  the same period  in 1995, primarily  due to
increases in  premiums and  other considerations,  net investment  income, and
realized investment gains.  

The increase  in premiums and other considerations of $77 million, or 19%, was
substantially due to including only two months of operations for Franklin Life
in first quarter 1995 and the acquisition of Independent in 1996.

The increase  in net investment income  of $78 million, or  11%, was primarily
due to  including only  two months  of operations for  Franklin Life  in first
quarter 1995,  the acquisition of Independent in  1996, and growth in invested
assets of  5% since March 31,  1995, partially offset  by a decline  in market
yields on fixed maturity securities.  

Realized  investment gains for the three months  ended March 31, 1996 were $27
million,  compared to  $2  million for  the  same period  in  1995.   Realized
investment gains for first quarter  1996 included $14 million of gains  due to
early redemption  of fixed maturity and  equity securities at  the election of
the  issuer  (calls)  and $17  million  of  net  gains  from sales  of  equity
securities and investment  real estate.  These gains were  partially offset by
$4  million of  losses  related to  permanent  impairments on  fixed  maturity
securities and increased allowances for mortgage loan losses.

Insurance  and Annuity Benefits.  Insurance and annuity benefits increased $97
million,  or 14%,  for the  first three  months of  1996 compared to  the same
period  in  1995.   The  increase  was primarily  due  to  first quarter  1995
including only two months of operations for Franklin Life,  the acquisition of
Independent in 1996, first quarter 1996 including $27 million of group annuity

                                     -10-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

purchases by the  Franklin Retirement  Plan for early  retirees, and  interest
credited on higher policy reserves in the Retirement Annuities segment.






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


Operating  Costs and  Expenses.   Operating costs  and expenses  increased $30
million,  or 14%, for  the three months  ended March 31, 1996  compared to the
same  period in 1995, primarily  due to a $22 million  increase in expenses in
the Consumer Finance  segment.  The  Consumer Finance segment  increase was  a
result of significant branch  office expansion and receivables growth  in 1994
and the first  half of 1995 and the decrease in deferral of finance receivable
origination  costs  in first  quarter 1996,  resulting  from slower  growth in
finance receivables.   Additionally,  expenses increased due  to Independent's
March 1996 operating expenses.

Change  in  Deferred Policy  Acquisition Costs  (DPAC)  and Cost  of Insurance
Purchased  (CIP).   The  change reported  in  the income  statement represents
capitalization during the period, net of amortization.  The change in DPAC and
CIP  decreased $27 million, or 62%, for  the three months ended March 31, 1996
compared to the same period in 1995, primarily due to  estimated first quarter
1995 purchase  accounting adjustments for  Franklin Life (finalized  in fourth
quarter  1995) and decreased deferrals of acquisition costs in 1996, resulting
from lower Life Insurance segment sales.

Provision for Finance Receivable Losses.  The provision for finance receivable
losses  increased $37  million, or  50%, for  the first  three months  of 1996
compared to  the same  period in  1995.  The  increase reflects  higher charge
offs,  partially offset  by a  decrease in  the amounts  provided  for finance
receivable  losses.    See  "Consumer  Finance"  on  page  12  for  additional
discussion about the provision for finance receivable losses.

Interest Expense.  Interest expense on corporate debt decreased $9 million, or
23%, for the first three  months of 1996 compared to the first three months of
1995,  primarily due  to  a decrease  in short-term  borrowings  used for  the
initial  financing of  the  Franklin Life  acquisition.   The  company  issued
preferred  securities  of subsidiaries  in 1995  to  refinance this  and other
short-term debt.












                                     -11-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996









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


                               BUSINESS SEGMENTS

To  facilitate meaningful  period-to-period  comparisons of  business  segment
results, operating earnings of  each segment include income from  its business
operations  and  earnings on  that amount  of  equity considered  necessary to
support its business, and exclude net realized investment gains (losses), non-
recurring items, and the effect of accounting changes.  Earnings on equity not
allocated  to  the business  segments are  included  in earnings  on corporate
assets.

                                                   Three Months Ended 
                                                        March 31,      
                                                   1996          1995  
(In millions)

Revenues
 Retirement Annuities ........................    $  432        $  398 
 Consumer Finance ............................       439           431 
 Life Insurance ..............................       804           673 
  Total business segments ....................     1,675         1,502 
 Corporate Operations
  Realized investment gains ..................        27             2 
  Equity in earnings of WNC ..................         8             9 
  Other ......................................         1             5 
   Total corporate operations ................        36            16 
     Total consolidated revenues .............    $1,711        $1,518 

Policyholder Account Deposits
 Retirement Annuities ........................    $  709        $  637 
 Life Insurance ..............................       297           361 
     Total deposits ..........................    $1,006        $  998 

Earnings
 Retirement Annuities ........................    $   60        $   54 
 Consumer Finance ............................        28            60 
 Life Insurance ..............................        91            84 
  Total business segments ....................       179           198 
 Corporate Operations
  Net interest on corporate debt .............       (21)          (27)
  Net dividends on preferred securities of
    subsidiaries..............................       (10)           -  
  Expenses not allocated to segments .........        (6)           (9)
  Earnings on corporate assets ...............         5             6 

                                     -12-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

  Net equity in earnings of WNC ..............         5             6 
  Net realized investment gains ..............        17             1 
   Total corporate operations ................       (10)          (23)
     Total consolidated net income ...........    $  169        $  175 





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

Retirement Annuities.  Revenues for the first three months of 1996 compared to
1995  increased $34 million,  or 9%,  primarily due  to a  6% increase  in net
investment income, reflecting growth in invested assets, partially offset by a
14  basis point  decrease in the  average investment  yield.   Invested assets
(excluding  the fair value  adjustment related  to fixed  maturity securities)
increased  $1.4  billion, or  7%,  from  March 31,  1995  to  March 31,  1996,
reflecting  growth  in  policyholder   account  balances.    Segment  earnings
increased $6  million, or 10%, primarily  due to the growth  in margin between
net investment income and interest credited to policyholders.  

The  ratio of operating  expenses to average  assets improved to  .52% for the
three months ended March 31, 1996 from .54% for  the same period in 1995.  The
ratio of policyholder surrenders to average fixed deferred annuity liabilities
increased to 5.44% for  the first three months  of 1996 compared to 4.19%  for
the  same period in  1995.  The  increase was primarily due  to lower interest
crediting rates on fixed  accounts, which made transfers to  variable accounts
relatively  more  attractive   as  the  stock  market   continued  its  strong
performance.   In addition, plan  terminations in  the health care  market and
systematic  withdrawals  were  higher  than  experienced  in  the prior  year.
Variable  account  deposits  increased   $100  million  while  fixed  deposits
decreased $28 million  in the first three months of 1996  compared to the same
period of 1995, due to customer preference for equity-based investments.

Consumer Finance.   Segment  revenues, primarily finance charges, increased 2%
in first  quarter 1996  compared to  the same  period in  1995, due  to higher
average  receivables  and  improved yields  on  real  estate  loans.   Segment
earnings for the  first three months  of 1996 decreased  $32 million, or  53%,
from the same period in 1995, primarily due to  a higher provision for finance
receivable losses,  related to a decline in credit quality during the last six
months of 1995, and increased operating expenses.

Operating expenses increased  $22 million, or 21%, for  the three months ended
March  31,  1996, compared  to the  same  period in  1995.   The  increase was
primarily due  to the expansion in  the number of branch  offices and accounts
during  1994 and 1995, which  resulted in a 10%  increase in staffing at March
31, 1996  as compared to  March 31, 1995  to support the segment's  growth and
provide collection  efforts  related  to  the increased  level  of  delinquent
finance receivables.   In addition,  operating expenses increased  due to  the
decrease  in deferral of finance receivable origination costs in first quarter
1996, as a result of slower growth in finance receivables.

The first quarter 1996  provision for finance receivable losses  increased $37
million, or 50%, over  the same period of 1995.   The increase reflects higher

                                     -13-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

charge offs,  partially offset  by  a decrease  in  the amounts  provided  for
finance receivable losses.








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

Information regarding  delinquencies and the allowance  for finance receivable
losses at  March 31,  1996, December  31, 1995, and  March 31,  1995, and  the
provision for  finance receivable losses and charge  offs for the three months
then ended, was as follows:

                                      March 31,    December 31,     March 31,
($ in millions)                         1996           1995           1995   

Delinquencies as a percent of
 finance receivables                    4.03%         4.11%          2.91%

Allowance for finance receivable
 losses                                 $487          $492           $242
Allowance as a percentage of 
 finance receivables                    6.07%         5.85%          2.96%

Provision for finance receivable
 losses                                 $109          $313           $ 72

Charge offs, net of recoveries          $114          $127           $ 56
Net charge offs as a percentage
 of average finance receivables         5.50%         6.04%          2.81%


The  Consumer  Finance  segment's  strategy in  recent  years  has  emphasized
improvement of risk-adjusted  returns by  extending credit  to customers  with
risk characteristics somewhat higher than those traditionally serviced  by the
company.  As expected, growth in higher-yielding finance receivables adversely
affected  credit   quality;  however,   the  delinquencies  and   charge  offs
experienced  by this  segment sharply  increased to  greater than  anticipated
levels beginning in third quarter 1995.

In response to this unanticipated increase in delinquencies and charge offs, a
comprehensive review of the  Consumer Finance segment was initiated  in fourth
quarter  1995.  This review,  which consisted of  extensive internal analysis,
together  with credit loss development projections  supplied by outside credit
consultants, indicated  a need for  an increase in  the allowance for  finance
receivable  losses.  A $216 million increase  in the allowance was recorded in
fourth quarter 1995.   In addition, the company adopted  an action program for
improving  credit  quality  that  included   raising  underwriting  standards,
expanding  the use  of  credit  scoring,  and  slowing  branch  expansion  and
receivable  growth  (other  than real  estate  loan  growth),  while stressing

                                     -14-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

collections and improved branch office training.










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

The allowance for finance receivable losses decreased $5 million from December
31, 1995 to March 31, 1996; however,  the allowance as a percentage of finance
receivables increased during the same period.  This increase was due to a $390
million decrease in  finance receivables resulting  from the company's  action
program to improve credit quality.  Management believes that the allowance for
finance receivable losses is adequate given the current level of delinquencies
and charge offs.

Delinquencies  have leveled  off  since year-end  1995,  and charge  offs  are
expected to  moderate in  the second half  of 1996.   As a  result, management
believes that there will be an improvement in earnings in the third and fourth
quarters of the current year.

Life Insurance.   First quarter  1996 results for  the Life Insurance  segment
reflect three months  of operations  for Franklin Life,  acquired January  31,
1995, and one month of operations for Independent, acquired February 29, 1996.
The  increases in segment revenues (consisting principally of premiums and net
investment  income) of  $131  million, or  19%,  and  segment earnings  of  $7
million, or 9%, were primarily due to the acquisitions.

Strict  adherence  to  pricing  standards,  which  is essential  to  long-term
profitability objectives,  has caused short-term pressure on  both annuity and
life insurance sales in 1996.  Annuity  sales for the three months ended March
31,  1996 were  49%  below  comparable  prior year  sales,  primarily  due  to
increasingly  competitive  market  conditions  related to  interest  crediting
rates.   Life  insurance sales  for  first quarter  1996 were  9% below  first
quarter 1995 sales  due to price competition in higher-end  products and major
changes in field administration  systems.  Deposits decreased $64  million, or
18%, primarily  due to the  lower annuity  sales and  a coinsurance  agreement
which lowered structured settlement deposits, despite increased gross sales of
structured settlement products.

Insurance  and annuity benefits expense was adversely affected by an unusually
high number  of death claims  in first quarter  1996.  The ratio  of operating
expenses to premiums and deposits increased to 14.3% in the first three months
of 1996 compared to 12.3% in the same period of 1995, reflecting Independent's
higher overall expense ratio and the lower level of annuity deposits.

Corporate Operations.  Corporate operations includes net interest on corporate
debt, net  dividends on  preferred  securities of  subsidiaries, expenses  not
allocated to the business  segments, earnings on corporate assets,  net equity

                                     -15-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

in earnings of Western National Corporation (WNC), and net realized investment
gains. For  reporting purposes,  corporate assets include  assets representing
equity  of  the  subsidiaries  not  considered   necessary  to  support  their
businesses.     Corporate  debt  is  that  debt  incurred  primarily  to  fund
acquisitions, share purchases, and capital needs of subsidiaries.  







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

Net interest on corporate debt decreased  $6 million, or 22%, in first quarter
1996  compared  to  first quarter  1995,  primarily  due  to the  issuance  of
preferred securities of subsidiaries in 1995 to refinance short-term debt used
for the initial financing of the Franklin Life acquisition and short-term real
estate debt.


                                 BALANCE SHEET

Fair Value of Securities.  An  increase in market interest rates and resulting
decreases  in bond values during the first  three months of 1996 caused a $564
million  decrease in shareholders' equity related to the fair value adjustment
to fixed maturity securities at March 31, 1996.

The  components  of  the  adjustment  to  report  fixed  maturity  and  equity
securities at fair  value at March  31, 1996  and December 31,  1995, and  the
change, were as follows:

                                     March 31,    December 31,
                                       1996           1995         Change 
(In millions)

Fair value adjustment to fixed 
 maturity securities                  $ 1,180       $ 2,623       $(1,443)
Adjusted by:
  Decrease in DPAC/CIP                   (467)       (1,061)          594 
  Increase in deferred income taxes      (278)         (586)          308 
Equity in WNC's unrealized gains           70            93           (23)
Net unrealized gains on fixed
  maturity securities                     505         1,069          (564)
Net unrealized gains on equity
  securities                               21            31           (10)
     Net unrealized gains on
       securities                     $   526       $ 1,100       $  (574)

Accounting rules  do not  permit adjustment  to fair  value  of the  insurance
liabilities  supported by  these  securities, thereby  creating volatility  in
shareholders' equity as  interest rates change.   Care should be exercised  in
drawing conclusions based  on balance  sheet amounts that  are only  partially
adjusted to fair value.

                                     -16-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

Assets.    At  March  31,  1996,  consolidated  assets  of  $62  billion  were
distributed as follows:  69%  in investments, principally supporting insurance
and  annuity liabilities,  12% in  net finance  receivables, 6%  in intangible
assets, and 13% in other assets.








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

     Investments.  From  December 31, 1995 to March 31,  1996, the increase in
     investments reflected $1.1 billion due to the  acquisition of Independent
     in  addition  to  fixed  premium  deposits  in  the  Retirement Annuities
     segment, partially offset by a decrease of $1.4 billion in the fair value
     adjustment related to fixed maturity securities.  For more information on
     the investment portfolio at  March 31, 1996, see  "INVESTMENTS" beginning
     on page 17.

     Finance Receivables.   Net finance receivables decreased $385 million, or
     5%, from December 31, 1995 to March 31, 1996, primarily due to the action
     program  for improving credit  quality in  the Consumer  Finance segment,
     which  slowed  branch  expansion  and receivables  growth  and  tightened
     underwriting standards  for all loan  types, beginning in  fourth quarter
     1995.

     Deferred Policy Acquisition Costs  (DPAC).  The $484 million  increase in
     DPAC  was primarily  due to  a $478  million increase  in the  fair value
     adjustment  related  to fixed  maturity  securities  at  March  31,  1996
     compared to December 31, 1995 (see "Fair Value of Securities" on page 15)
     and  deferral of acquisition  costs, partially offset  by amortization of
     DPAC.

     Cost of  Insurance Purchased (CIP).  The $258 million increase in CIP was
     primarily  due to  the  acquisition of  Independent  and a  $116  million
     increase  in  the  fair  value  adjustment  related  to   fixed  maturity
     securities, partially offset by amortization of CIP.

     Separate  Account Assets and Liabilities.   The $571  million increase in
     assets  and liabilities related  to Separate  Accounts from  December 31,
     1995 to  March 31, 1996 reflects  increases in market value  and sales of
     variable annuity products, primarily in the Retirement Annuities segment.

Liabilities  and  Equity.   At March  31,  1996, consolidated  liabilities and
equity were distributed as follows:  63% in insurance and annuity liabilities,
11%  in consumer finance debt, 10% in equity (including redeemable equity), 3%
in corporate debt, and 13% in other liabilities.

     Insurance  and  Annuity  Liabilities.    The  $1.2  billion  increase  in
     insurance and annuity  liabilities from  December 31, 1995  to March  31,
     1996 was primarily  due to  the acquisition of  Independent, which  added

                                     -17-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

     $834 million of  insurance reserves,  and to fixed  annuity deposits  and
     interest credited in the Retirement Annuities segment.

     Corporate  Debt.  Corporate debt increased $104 million from December 31,
     1995 to March 31, 1996  primarily due to $139 million in  short-term debt
     used to finance the cash portion of the Independent acquisition.







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

     The ratio of  corporate debt  (including real estate  debt) to  corporate
     capital (excluding the  fair value adjustment  related to fixed  maturity
     securities) was  24.1% at March 31,  1996, compared to 24.0%  at December
     31, 1995.  Management  expects to maintain the ratio  at or below 25%  in
     1996.

     Consumer Finance Debt.  Consumer finance debt decreased $389 million from
     December  31, 1995  to March 31,  1996, primarily  due to  the decline in
     finance receivables.

     Income  Tax Liabilities.  The  liability for income  taxes decreased $161
     million from  December 31, 1995 to  March 31, 1996, primarily  due to the
     change in the fair value adjustment related to fixed maturity securities,
     partially offset by the timing of income tax payments.

     Shareholders' Equity.   Shareholders' equity decreased  from $5.8 billion
     at December 31, 1995 to $5.5 billion at March 31, 1996, primarily due  to
     the  $574 million decrease in  net unrealized gains,  partially offset by
     issuances  of stock in  connection with  the acquisition  of Independent.
     The issuances  consisted of  3.7 million  shares of  common stock  out of
     treasury, which increased shareholders'  equity by $138 million, and  2.3
     million shares  of American General 7%  mandatorily convertible preferred
     stock, which increased shareholders' equity by $85 million.

     Due to the requirements of certain accounting rules, shareholders' equity
     will be subject  to future volatility from  the effects of interest  rate
     fluctuations  on the fair value  of fixed maturity  securities (see "Fair
     Value of Securities" on page 15).


                                  INVESTMENTS

Invested assets consist primarily of fixed maturity securities, mortgage loans
on  real estate, policy loans, and investment real estate, which are discussed
below.  The  company reviews invested  assets on a  regular basis and  records
write-downs for  declines in fair value  below cost that are  considered other
than temporary.



                                     -18-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996














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

Fixed Maturity  Securities.   Fixed  maturity  securities represented  86%  of
invested  assets at March 31, 1996.   Fixed maturity securities are carried at
fair value (see "Fair Value of Securities" on page 15).  Information regarding
the  fixed maturity  securities portfolio  at March  31, 1996,  which included
bonds and redeemable preferred stocks, was as follows:

                               March 31,                 Average Credit
(In millions)                    1996           %            Rating    

Investment grade                $24,319         65%           A  
Mortgage-backed                  11,449         31            AAA
Below investment grade            1,446          4            BB-
  Total fixed maturities        $37,214        100%           AA-

Collateralized  mortgage obligations  (CMOs)  are purchased  to diversify  the
portfolio risk characteristics from  primarily corporate credit risk to  a mix
of credit and cash flow risk.  CMOs represented 88% and 90% of mortgage-backed
securities at March 31, 1996 and December 31, 1995, respectively.

At  December 31, 1995, below investment grade fixed maturity securities, those
rated  below  BBB-,  were  $1,439 million,  or  4%,  of  total  fixed maturity
securities.  Net income from below investment grade fixed maturity securities,
including  realized investment  gains  and losses,  was  $23 million  and  $16
million for the first three months of 1996 and 1995, respectively.

Non-performing  fixed maturity  securities,  defined as  securities for  which
payment  of interest  is  sufficiently uncertain  as  to preclude  accrual  of
interest, represented .01%  of total  fixed maturity securities  at March  31,
1996 and December 31, 1995.

Mortgage Loans.  Mortgage loans  on real estate totaled 7% of  invested assets
at March 31, 1996.  Information regarding the mortgage loan portfolio at March
31, 1996 was as follows:

                                March 31,       Non-Performing Loans
(In millions)                     1996            Amount        % 
                                                                
Commercial                       $3,123            $182        5.8% 
Residential                          75               5        6.4% 

                                     -19-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

Allowance for losses                (83)            (28)
  Total mortgage loans           $3,115            $159

Non-performing  (impaired) mortgage loans include loans  delinquent 60 days or
more   and  commercial  loans  that  have  been  restructured.    These  loans
represented 5.8% of total commercial loans at March 31, 1996, compared to 5.5%
at December 31, 1995.   The increase in non-performing  loans was a result  of
the Independent acquisition.






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

At March 31, 1996, $260 million  of performing commercial mortgage loans  were
included on the company's watch list because they were either delinquent 30-59
days,  the  borrower was  in bankruptcy,  or the  loan was  potentially under-
collateralized.  This amount compares to $263 million at year-end 1995.  While
the watch list  loans may be predictive of higher  non-performing loans in the
future,  the company does not  anticipate a significant  effect on operations,
liquidity, or capital from these loans.

Investment Real Estate.  Investment real estate totaled  1% of invested assets
at  March 31, 1996  and December 31,  1995.  The breakdown  of investment real
estate was as follows:

                                        March 31,       December 31,
(In millions)                             1996              1995    

Land development projects                $  369           $  366 
American General Center, Houston            116              115 
Income-producing real estate                 69               56 
Foreclosed real estate                       92               75 
Allowance for losses                        (28)             (35)
  Total investment real estate           $  618           $  577 

The increases in income-producing and foreclosed real estate primarily related
to  the acquisition  of Independent  and an  $8 million  foreclosure in  first
quarter 1996.


                                  CASH FLOWS

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

Cash Flows  of the Parent Company.  Net operating  cash flows generated by the
parent company  were $132 million and $78  million for the three  months ended
March 31, 1996  and 1995,  respectively.   The increase  related primarily  to
higher  dividends paid by subsidiaries.   Dividends from  subsidiaries are the
primary source of cash for operating  requirements of the company and are used

                                     -20-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

to fund  interest obligations, dividends to shareholders, acquisitions, and to
buy back common stock.  The company's insurance subsidiaries are restricted by
state insurance laws as to the amounts they may pay as dividends without prior
notice to,  or  in some  cases  prior approval  from, their  respective  state
insurance  departments.   Certain  non-insurance  subsidiaries  are  similarly
restricted  by  long-term  debt  agreements.    These  restrictions  have  not
affected, and are  not expected to affect, the ability of  the company to meet
its cash obligations.  







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

During the first three months of 1996, the companies in the Life Insurance and
Retirement Annuities segments paid  cash dividends of $78 million  to American
General.   During the  first  three months  of 1995,  the  Life Insurance  and
Retirement Annuities segments paid $52 million of cash dividends to AGC  Life,
a  subsidiary  of American  General, which  were used  by  AGC Life  to reduce
intercompany borrowings.  The increase in dividends paid by the Life Insurance
and Retirement Annuities segments is  primarily attributable to cash dividends
paid by Franklin Life in  the first three months of 1996.  Cash dividends paid
to American General by the Consumer Finance segment totaled $27 million in the
first three months  of 1996, compared  to $31 million  for the same  period of
1995.

Segment  Cash Flows.   Net  cash  flows generated  by the  Life Insurance  and
Retirement Annuities segments in the first three months of  1996 included $530
million provided by  operating activities  and $77 million  provided by  fixed
policyholder  account deposits,  net of  withdrawals.   This compared  to $438
million and $268 million, respectively, during the first three months of 1995.
The  $92 million  increase  in  cash  provided  by  operating  activities  was
primarily  due to  an increase  in net  investment income  in the  first three
months of 1996.  The  decrease in cash provided by fixed  policyholder account
deposits, net of  withdrawals, was primarily  due to policyholders'  increased
demand  for variable accounts.   Variable account deposits  net of withdrawals
related  to  Separate Accounts,  which are  not  included in  the consolidated
condensed statement of  cash flows,  increased to  $404 million  in the  first
three months of 1996, compared to $350 million in the same period of 1995.

The Consumer Finance segment's  operating cash flows were $173  million during
the first  three months  of 1996,  compared to $204  million during  the first
three months  of 1995.   This  decrease was  primarily due  to an increase  in
operating expenses.

Investing  Activities.   The  source  of  cash  flow  from  investment  calls,
maturities, and sales was as follows:
                                            Three Months Ended
(In millions)                                    March 31,     
                                             1996         1995 
Fixed maturity securities

                                     -21-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

 Sales                                      $  904       $  486
 Repayments of mortgage-backed securities      200          144
 Calls                                         158          201
 Maturities                                    108           84
Mortgage loans                                  95          112
Equity securities                               87           83
Other                                           37           58
  Total                                     $1,589       $1,168

Share Buyback.  In first quarter 1996, the company purchased 591,800 shares of
its common  stock at  a cost  of $21  million, pursuant  to its  share buyback
program.




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

Credit Facilities.   Committed  credit facilities  are maintained  by American
General and certain of its subsidiaries to support the  issuance of commercial
paper and to provide an additional source of cash for operating  requirements.
At March 31,  1996, committed  credit facilities totaled  $3.2 billion;  there
were no outstanding borrowings under these facilities.  On May  6, 1996, total
committed credit facilities were reduced by $100 million to $3.1 billion.


                                 OTHER FACTORS

Environmental.   American  General's   principal  exposure   to  environmental
regulation  arises from  its ownership  of investment  real estate.   Probable
costs related to environmental cleanup are immaterial.

Guaranty  Associations.   State guaranty  fund expense  included in  operating
costs and  expenses was $2.4  million and  $1.0 million for  the three  months
ended  March 31,  1996  and 1995,  respectively.   Amounts  assessed  American
General's life insurance  and annuity  subsidiaries by state  life and  health
insurance guaranty funds  resulting from past industry  insolvencies were $6.2
million during the first three months of 1996 compared to $6.6 million for the
same period in 1995.  These assessments are expected to be partially recovered
against the payment of future premium taxes.

At  March 31, 1996, the accrued  liability for anticipated assessments was $50
million,  compared  to $51  million at  December 31,  1995.   The  company has
recorded receivables of $46 million at March 31, 1996, compared to $44 million
at December 31, 1995,  for expected recoveries against  the payment of  future
premium taxes.


                          FORWARD-LOOKING STATEMENTS

The statements contained  in this filing on Form 10-Q  that are not historical
facts  are  forward-looking  statements  within  the  meaning of  the  Private
Securities Litigation Reform Act.   Actual results may differ  materially from
those  included  in the  forward-looking  statements.   These  forward-looking

                                     -22-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996

statements  involve risks and uncertainties including, but not limited to, the
following:  changes in general  economic conditions, including the performance
of  financial  markets and  interest  rates; competitive,  regulatory,  or tax
changes that affect the cost of  or demand for the company's products; adverse
litigation results; and failure to achieve the company's anticipated levels of
expense savings from  cost-saving initiatives.  The Consumer Finance segment's
results also could  be adversely  affected by lower  than anticipated  finance
receivable volume  as  a result  of management's  recently implemented  action
program to tighten underwriting standards and increase branch office training,
and the  failure of finance  receivable delinquencies and  net charge  offs to
trend  downward to  the extent  anticipated despite  management's initiatives.
Investors  are also  directed to  other risks  and uncertainties  discussed in
documents filed by the company with the Securities and Exchange Commission.




                          PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.

In addition to  those lawsuits or proceedings disclosed  in the company's 1995
Form  10-K, American  General and certain  of its subsidiaries  are parties to
various  other  lawsuits and  proceedings arising  in  the ordinary  course of
business.  Many of these lawsuits and proceedings arise in jurisdictions, such
as  Alabama,  that  permit  punitive damages  disproportionate  to  the actual
damages alleged.   Based  upon  information presently  available, the  company
believes that the total amounts that  ultimately will be paid, if any, arising
from these lawsuits  and proceedings will have  no material adverse  effect on
the  company's  consolidated results  of  operations  and financial  position.
However, it should be noted that the frequency of large punitive damage awards
that bear  little  or no  relation  to actual  damages  awarded by  juries  in
jurisdictions like Alabama continues to increase and creates the potential for
unpredictable judgments in any given punitive damage suit.

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

a.   Exhibits.

     Exhibit 10     Supplemental Retirement Benefit for Jon P. Newton.

     Exhibit 11     Computation of Earnings per Share.

     Exhibit 12     Computation  of Ratio of  Earnings to Fixed
                    Charges and Ratio  of Earnings to  Combined
                    Fixed Charges and Preferred Stock
                    Dividends.

     Exhibit 27     Financial Data Schedule.

b.   Reports on Form 8-K.

     None.



                                     -23-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996


















                                    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 
(Registrant)




By: PAMELA J. PENNY               
    Pamela J. Penny
    Vice President and Controller 
    (Duly Authorized Officer and 
    Chief Accounting Officer) 





Date:  May 14, 1996












                                     -24-
<PAGE>



   AMERICAN GENERAL CORPORATION
             FORM 10-Q
For the Quarter Ended March 31, 1996


















                                 EXHIBIT INDEX



   Exhibit

     10             Supplemental Retirement Benefit for Jon P. Newton

     11             Computation of Earnings per Share.

     12             Computation of  Ratio of Earnings  to Fixed
                    Charges  and Ratio of  Earnings to Combined
                    Fixed Charges and Preferred Stock
                    Dividends.

     27             Financial Data Schedule.























                                     -25-
<PAGE>






     AMERICAN GENERAL CORPORATION
               FORM 10-Q
For the Quarter Ended March 31, 1996





                                                                   Exhibit 10 


               SUPPLEMENTAL RETIREMENT BENEFIT FOR JON P. NEWTON

      Following  his completion  of three  full years of  employment, American
General  Corporation has agreed to provide an additional retirement benefit to
Mr. Newton, provided he remains with the company for a minimum of  five years.
This supplemental retirement benefit  is to be paid  outside of the  qualified
American General  Retirement Plan and  is in  addition to his  accrued benefit
under  that Plan.   This supplemental benefit will  vest after five continuous
years of employment and is calculated as an additional year of benefit service
for every year of continuous service with the company after completion of this
third year, up to a maximum of six additional years.


<PAGE>
<PAGE>






     AMERICAN GENERAL CORPORATION
               FORM 10-Q
For the Quarter Ended March 31, 1996





                                                                   Exhibit 11 


                        COMPUTATION OF EARNINGS PER SHARE
                                    (Unaudited)
                        (In millions, except share data)

                                                        Three Months Ended
                                                            March 31,        
                                                       1996           1995   
Primary:

   Net income available to common stock .......           $ 169         $ 175 

   Average shares outstanding
     Common shares ............................     205,083,849   204,768,719 
     Assumed conversion of mandatorily
      convertible preferred stock .............         652,481             - 
     Assumed exercise of stock options ........         635,510       423,399 

       Total ..................................     206,371,840   205,192,118 

   Net income per share .......................           $ .82         $ .85 


Fully Diluted:

   Net income .................................           $ 169         $ 175 
   Plus:  Net dividends on convertible 
    preferred securities of subsidiary ........               3             - 

       Net income available to common stock ...           $ 172         $ 175 
                                                                

   Average shares outstanding
     Common shares ............................     205,083,849   204,768,719 
     Assumed conversion of convertible 
      preferred securities of subsidiary ......       6,144,016             - 
     Assumed conversion of mandatorily
      convertible preferred stock .............         789,546             - 
     Assumed exercise of stock options ........         635,510       475,705 

       Total ..................................     212,652,921   205,244,424 

   Net income per share .......................           $ .81         $ .85 
<PAGE>
<PAGE>






                                                                    Exhibit 12

             COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
                  RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS
                                  (Unaudited)
                                ($ in millions)
                                                         Three Months Ended
                                                              March 31,     
                                                         1996          1995 
Consolidated operations:
  Income before income tax expense and net dividends
    on preferred securities ..........................  $  276        $  272
  Fixed charges deducted from income
    Interest expense .................................     158           165
    Implicit interest in rents .......................       4             4
      Total fixed charges deducted from income .......     162           169
        Earnings available for fixed charges..........  $  438        $  441
  Fixed charges per above ............................  $  162        $  169
  Capitalized interest ...............................       3             5
      Total fixed charges ............................     165           174
      Dividends on preferred securities ..............      15             -
        Total fixed charges and dividends on 
          preferred securities .......................  $  180        $  174
          Ratio of earnings to fixed charges .........    2.65          2.54
          Ratio of earnings to combined fixed charges
            and preferred stock dividends ............    2.44          2.54

Consolidated operations, corporate fixed charges 
  and preferred stock dividends only:
    Income before income tax expense and net dividends
      on preferred securities ........................  $  276        $  272
    Corporate fixed charges deducted from income -
      corporate interest expense .....................      34            42
      Earnings available for fixed charges ...........  $  310        $  314
    Total corporate fixed charges per above ..........  $   34        $   42
    Capitalized interest related to real estate
      operations .....................................       3             5
      Total fixed charges ............................      37            47
      Dividends on preferred securities ..............      15             -
        Total fixed charges and dividends on 
          preferred securities .......................  $   52        $   47
          Ratio of earnings to corporate fixed charges    8.40          6.71
          Ratio of earnings to combined corporate 
            fixed charges and preferred stock 
            dividends ................................    6.01          6.71

American General Finance, Inc.:
  Income before income tax expense ...................  $   44        $   96
  Fixed charges deducted from income
    Interest expense .................................     126           125
    Implicit interest in rents .......................       3             3
      Total fixed charges deducted from income .......     129           128
        Earnings available for fixed charges .........  $  173        $  224
          Ratio of earnings to fixed charges .........    1.34          1.75
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<DEBT-HELD-FOR-SALE>                            37,214<F1>
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         175
<MORTGAGE>                                       3,115
<REAL-ESTATE>                                      618
<TOTAL-INVEST>                                  43,068
<CASH>                                             188
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                           2,871<F2>
<TOTAL-ASSETS>                                  62,302
<POLICY-LOSSES>                                 36,968<F3>
<UNEARNED-PREMIUMS>                                230<F3>
<POLICY-OTHER>                                     199<F3>
<POLICY-HOLDER-FUNDS>                            1,795<F3>
<NOTES-PAYABLE>                                  8,908
<COMMON>                                           398
                              730<F4>
                                         85<F5>
<OTHER-SE>                                       5,051<F6>
<TOTAL-LIABILITY-AND-EQUITY>                    62,302
                                         480<F7>
<INVESTMENT-INCOME>                                800
<INVESTMENT-GAINS>                                  27
<OTHER-INCOME>                                     404<F8>
<BENEFITS>                                         797
<UNDERWRITING-AMORTIZATION>                         88<F9>
<UNDERWRITING-OTHER>                             (104)<F10>
<INCOME-PRETAX>                                    276<F11>
<INCOME-TAX>                                        97<F12>
<INCOME-CONTINUING>                                169
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       169
<EPS-PRIMARY>                                     0.82
<EPS-DILUTED>                                     0.81
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
<FN>


<F1>ALL FIXED MATURITY SECURITIES ARE CURRENTLY CLASSIFIED AS AVAILABLE-FOR-SALE
AND ARE RECORDED AT FAIR VALUE.
<F2>INCLUDES COST OF INSURANCE PURCHASED (CIP).
<F3>THE SUM OF POLICY LOSSES, UNEARNED PREMIUMS, POLICY-OTHER, AND POLICYHOLDER
FUNDS COMPRISES INSURANCE AND ANNUITY LIABILITIES.
<F4>CONSISTS OF NON-CONVERTIBLE AND CONVERTIBLE MANDATORILY REDEEMABLE PREFERRED
SECURITIES OF SUBSIDIARIES.
<F5>CONSISTS OF MANDATORILY CONVERTIBLE PREFERRED STOCK.
<F6>CONSISTS OF NET OF THE FOLLOWING:  NET UNREALIZED GAINS (LOSSES) ON 
SECURITIES; RETAINED EARNINGS; AND COST OF TREASURY STOCK.
<F7>INCLUDES TOTAL INSURANCE CHARGES.
<F8>INCLUDES PRIMARILY FINANCE CHARGES ON FINANCE RECEIVABLES.
<F9>CONSISTS OF AMORTIZATION OF POLICY ACQUISITION COSTS AND CIP, NET OF 
ACCRETION OF INTEREST.
<F10>CONSISTS OF CAPITALIZATION OF POLICY ACQUISITION COSTS AND CIP.
<F11>EXCLUDES $15 MILLION OF DIVIDENDS ON PREFERRED SECURITIES OF 
SUBSIDIARIES SHOWN SEPARATELY, NET OF TAX, IN THE CONSOLIDATED INCOME STATEMENT.
<F12>EXCLUDES $5 MILLION TAX BENEFIT FOR TAX DEDUCTIBLE DIVIDENDS ON PREFERRED
SECURITIES OF SUBSIDIARIES.
</FN>
        

</TABLE>


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