S-8

As filed with the Securities and Exchange Commission on October 3 , 1996.

Registration No.                             


            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                                                    

                         Form S-8
                  REGISTRATION STATEMENT
                           UNDER
                THE SECURITIES ACT OF 1933
                                                       

               AMERICAN GENERAL CORPORATION
  (Exact Name of Registrant as Specified in Its Charter)

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

  2929 Allen Parkway, Houston, Texas                   77019
(Address of Principal Executive Offices)             (Zip Code)
                                                           


               AMERICAN GENERAL EMPLOYEES' 
                 THRIFT AND INCENTIVE PLAN
                   (Full Title of Plan)

                    Jon P. Newton, Esq.
             Vice Chairman and General Counsel
         2929 Allen Parkway, Houston, Texas 77019
                      (713) 522-1111
(Name, Address, and Telephone Number (including Area Code)
                   of Agent for Service)

              Calculation of Registration Fee


                                  Proposed      Proposed
Title of                          maximum       maximum
securities          Amount        offering      aggregate     Amount of
 to be              to be         price per     offering      registration 
registered         registered     share (1)     price         fee

Common Stock, par  2,600,000      $37.6875    $97,987,500.00  $29,693.20  
value $.50         shares 
                      
(1)    Estimated pursuant to rule 457(c) and (h) solely for
       the purpose of calculating the registration fee, based
       upon the average of the high and low prices of the
       Common Stock for October 1, 1996, as published in The
       Wall Street Journal New York Stock Exchange Composite
       Transactions Listing.

In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan referenced herein.


                          PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

  This registration statement incorporates herein by
reference the following documents which have been filed (File
No. 1-7981) with the Securities and Exchange Commission (the
"Commission") by American General Corporation (the
"Registrant") and by the American General Employees' Thrift
and Incentive Plan (the "Plan") pursuant to the Securities
Exchange Act of 1934 ("Exchange Act"):

       1.   The Registrant's Annual Report on Form 10-K
            for the year ended December 31, 1995.

       2.   The Registrant's Quarterly Reports on Form
            10-Q for the quarters ended March 31, 1996 and June 30,
            1996.

       3.   The Plan's Annual Report on Form 11-K for the
            year ended December 31, 1995.

       4.   The description of the Common Stock of the
            Registrant contained in the Registration
            Statement on Form 8-B dated June 25, 1980, as
            amended by Amendment No. 1 on Form 8 dated
            December 22, 1983.

       5.   The description of the Registrant preferred
            share purchase rights contained in the
            Registration Statement on Form 8-A dated July
            31, 1989, as amended by Amendment No. 1 on
            Form 8 dated August 7, 1989.

  Each document filed by the Registrant and by the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the
date of filing such documents.

  Any statement incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
registration statement.  

Item 4.  Description of Securities

  Not applicable.

Item 5.     Interests of Named Experts and Counsel

  Not applicable.

Item 6.     Indemnification of Directors and Officers

  Article 2.01-1 of the Texas Business Corporation Act
contains detailed provisions with respect to indemnification
of directors and officers of a Texas corporation against
certain judgments, penalties (including excise and similar
taxes), fines, amounts paid in settlement, and reasonable
expenses (including court costs and attorneys' fees) actually
incurred in connection with certain legal proceedings.  In
addition, Article VI of the Registrant's bylaws sets forth
certain rights of the Registrant's officers and directors to
indemnification.  

  The Registrant has placed in effect insurance coverage
which purports (a) to insure it against certain costs of
indemnification which may be incurred by it pursuant to the
aforementioned bylaw provisions or otherwise, and (b) to
insure the officers and directors of the Registrant and of
specified subsidiaries against certain liabilities incurred
by them in the discharge of their functions as officers and
directors except for liabilities arising from their own
malfeasance.

Item 7.     Exemption from Registration Claimed

  Not applicable.

Item 8.     Exhibits

  The following documents are filed as a part of this
registration statement or incorporated by reference herein:

  Exhibit
  Number                       Description

  4.1       Article Four of the Restated Articles of
            Incorporation of the Registrant (including
            Statement of Resolution Establishing Series
            of Shares of Series A Junior Participating
            Preferred Stock) (incorporated by reference
            to Exhibit 4.1 to Registration Statement No.
            33-33115 filed by the Registrant).

  4.2       Amended and Restated Bylaws of the Registrant
            (incorporated by reference to Exhibit 3.2 to
            Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1993).

  4.3       Specimen certificate representing Common
            Stock of the Registrant (incorporated by
            reference to Exhibit 4 to Form 8-B filed by
            the Registrant on June 26, 1980).

  4.4       Rights Agreement dated as of July 27, 1989,
            as amended by the First Amendment thereto
            dated as of October 26, 1992, by and between
            the Registrant and First Chicago Trust
            Company of New York, as Rights Agent
            (incorporated by reference to Exhibit 4 to
            the Registrant's Quarterly Report on Form
            10-Q for the quarter ended June 30, 1989, and
            to Exhibit 19 to the Registrant's Quarterly
            Report on Form 10-Q for the quarter ended
            September 30, 1992, respectively).

  5         The Registrant has submitted or will submit
            the Plan and any amendments thereto to the
            Internal Revenue Service ("IRS") in a timely
            manner and has made or will make all changes
            required by the IRS in order to qualify the
            Plan.

  *23       Consent of Ernst & Young L.L.P.

  *24       Powers of Attorney (included on the signature
            page of this registration statement).

                                                            

Filed Herewith (*)

Item 9.     Undertakings

  The undersigned Registrant hereby undertakes:

       (1)  To file, during any period in which offers or
  sales are being made, a post-effective amendment to this
  registration statement:

            (i)  To include any prospectus required by
       section 10(a)(3) of the Securities Act of 1933
       ("Securities Act"); 

            (ii) To reflect in the prospectus any facts
       or events arising after the effective date of the
       registration statement (or the most recent
       post-effective amendment thereof) which,
       individually or in the aggregate, represent a
       fundamental change in the information set forth in
       the registration statement;

            (iii)     To include any material information
       with respect to the plan of distribution not
       previously disclosed in the registration statement
       or any material change to such information in the
       registration statement;

  provided, however, that the undertakings set forth in
  paragraphs (i) and (ii) above do not apply if the
  information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic
  reports filed by the Registrant pursuant to section 13
  or section 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement.

       (2)  That, for the purpose of determining any
  liability under the Securities Act, each such
  post-effective amendment shall be deemed to be a new
  registration statement relating to the securities
  offered therein, and the offering of such securities at
  that time shall be deemed to be the initial bona fide
  offering thereof.

       (3)  To remove from registration by means of a
  post-effective amendment any of the securities being
  registered which remain unsold at the termination of the
  offering.

  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act (and
each filing of the Plan's annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the
provisions summarized in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.




                     POWER OF ATTORNEY

  The Registrant.  Each person whose signature appears
below in the capacity of an officer or director of the
Registrant hereby appoints Jon P. Newton and John A. Adkins
and each of them, any one of whom may act without the joinder
of the other, as his/her attorney-in-fact, with full power of
substitution and resubstitution, to sign on his/her behalf
and in the capacity stated below and to file all
pre-effective amendments and post-effective amendments to
this registration statement, which amendment or amendments
may make such changes and additions in this registration
statement as such attorney-in-fact may deem necessary or
appropriate.

                        SIGNATURES

  The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on October 3, 1996.

                                AMERICAN GENERAL CORPORATION


                                By:  /s/ CARL J. SANTILLO               
                                Name:   Carl J. Santillo
                                Title:  Senior Vice President - Finance


  Pursuant to the requirement of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.

  Signature                     Title                         Date 

/s/ HAROLD S. HOOK   Chairman of the Board, Chief         October 3, 1996
(Harold S. Hook)     Executive Officer and Director
                     (principal executive officer)

/s/ CARL J. SANTILLO Senior Vice President - Finance      October 3, 1996
(Carl J. Santillo)   (principal financial officer)

/s/ PAMELA J. PENNY  Vice President and Controller        October 3, 1996
(Pamela J. Penny)    (principal accounting officer)

/s/ J. EVANS ATTWELL            Director                  October 3, 1996
(J. Evans Attwell)

/s/ BRADY F. CARRUTH            Director                  October 3, 1996
(Brady F. Carruth)

/s/ W. LIPSCOMB DAVIS, JR.      Director                  October 3, 1996
  (W. Lipscomb Davis, Jr.)

/s/ ROBERT M. DEVLIN            Director                  October 3, 1996
(Robert M. Devlin)

/s/ LARRY D. HORNER             Director                  October 3, 1996
(Larry D. Horner)

/s/ RICHARD J. V. JOHNSON       Director                  October 3, 1996
(Richard J.V. Johnson)

/s/ JON P. NEWTON               Director                  October 3, 1996
(Jon P. Newton)

/s/ ROBERT E. SMITTCAMP         Director                  October 3, 1996
(Robert E. Smittcamp)

/s/ ANNE M. TATLOCK             Director                  October 3, 1996
(Anne M. Tatlock)


  American General Employees' Thrift and Incentive Plan. 
Pursuant to the requirements of the Securities Act of 1933,
the American General Employees' Thrift and Incentive Plan
Administrative Board has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of
Texas, on October 3, 1996.


                           AMERICAN GENERAL EMPLOYEES'
                           THRIFT AND INCENTIVE PLAN


                           By:  /s/ ALBERT E. HAINES                     
                           Name:     Albert E. Haines
                           Title:    Member of Administrative Board



                     INDEX TO EXHIBITS



                                                            Sequentially
Exhibit                                                     Numbered
Number                        Description                   Page


4.1  Article Four of the Restated Articles of
     Incorporation of the Registrant (including
     Statement of Resolution Establishing Series of
     Shares of Series A Junior Participating Preferred
     Stock) (incorporated by reference to Exhibit 4.1
     to Registration Statement No. 33-33115 filed by
     the Registrant).

4.2  Amended and Restated Bylaws of the Registrant
     (incorporated by reference to Exhibit 3.2 to 
     Registrant's Annual Report on Form 10-K for the
     year ended December 31, 1993).

4.3  Specimen certificate representing Common Stock of
     the Registrant (incorporated by reference to
     Exhibit 4 to Form 8-B filed by the Registrant on
     June 26, 1980).

4.4  Rights Agreement dated as of July 27, 1989, as
     amended by the First Amendment thereto dated as of
     October 26, 1992, by and between the Registrant
     and First Chicago Trust Company of New York, as
     Rights Agent (incorporated by reference to Exhibit
     4 to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended June 30, 1989, and to
     Exhibit 19 to the Registrant's Quarterly Report on
     Form 10-Q for the quarter ended September 30,
     1992, respectively).

5    The Registrant has submitted or will submit the
     Plan and any amendments thereto to the Internal
     Revenue Service ("IRS") in a timely manner and has
     made or will make all changes required by the IRS
     in order to qualify the Plan.

*23  Consent of Ernst & Young L.L.P.                             8

*24  Powers of Attorney (included on the signature page
     of this Registration Statement).

                                       
Filed Herewith (*)

EX-23

                                                 EXHIBIT 23



              CONSENT OF ERNST & YOUNG L.L.P.

     We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the
American General Employees' Thrift and Incentive Plan
(Plan) of our reports (a) dated February 12, 1996, with
respect to the consolidated financial statements of
American General Corporation (AGC) incorporated by
reference in its Annual Report on Form 10-K, (b) dated
March 20, 1996 (Exhibit 23), with respect to the financial
statement schedules of AGC included in its Annual Report on
Form 10-K, and (c) dated May 31, 1996, with respect to the
financial statements and schedules of the Plan included in
the Plan's Annual Report on Form 11-K, each for the year
ended December 31, 1995, filed with the Securities and
Exchange Commission.

                              ERNST & YOUNG L.L.P.



Houston, Texas
October 3, 1996