SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549

                              ___________________


                                AMENDMENT NO. 1
                                      TO
                                  FORM 8-A/A



               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934



 American General Corporation         Texas                74-0483432   
 American General Delaware, L.L.C.    Delaware             51-0366269
 (Exact name of each registrant    (State of incorporation (I.R.S. Employer 
 as specified in its charter)      or organization)      Identification No.)   



 American General Corporation           American General Delaware, L.L.C.
 2929 Allen Parkway                     2099 South Dupont Avenue
 Houston, Texas 77019-2155              Dover, Delaware 19901

      (Address, including zip code, of each registrant's
                    principal executive offices)




Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                       Name of each exchange on which
to be so registered                       each class is to be registered

American General Delaware, L.L.C.          New York Stock Exchange, Inc.
__% Convertible Monthly Income 
Preferred Securities, Series A 
(liquidation preference 
  $50 per security)

      Securities to be registered pursuant to Section 12(g) of the Act:

                                     NONE



Item 1. Description of Registrant's Securities to be Registered.

The securities registered consist of 4,500,000 Convertible Monthly Income
Preferred Securities, Series A (liquidation preference $50 per security) (the
"Convertible MIPS") of American General Delaware, L.L.C., a limited liability
company formed under the laws of the State of Delaware and directly or
indirectly owned by American General Corporation.  The Convertible MIPS are:

(a)     described in the American General Delaware, L.L.C./American General
        Capital, L.L.C. Prospectus (Subject to Completion, Dated May 10,
        1995), contained in Registrants' Amendment No. 3 to Form S-3
        Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
        33-58317-02), as filed with the Securities and Exchange Commission
        (the "Commission") on May 10, 1995 (the "Amended Registration
        Statement"), under the caption "Description of the Preferred
        Securities" on pages 4 through 7 thereof, which is incorporated
        herein by reference; and 

(b)     further described in the American General Delaware, L.L.C. Prospectus
        Supplement to Prospectus Dated May __, 1995, contained in
        Registrants' Amended Registration Statement, under the caption
        "Description of the Series A Preferred Securities" on pages S-57
        through S-74 thereof, which is incorporated herein by reference.

Item 2. Exhibits.

I.1.a.  Form of the Terms of the Preferred Securities, Series A of American
        General Delaware, L.L.C. (incorporated herein by reference to Exhibit
        4(l) to Registrants' Amendment No. 2 to Form S-3 Registration
        Statement (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02)
        filed with the Commission on May 1, 1995).

I.2.a.  Certificate of Formation of American General Delaware, L.L.C.
        (incorporated herein by reference to Exhibit 4(j) to Registrants'
        Form S-3 Registration Statement (Registration Nos. 33-58317, 33-
        58317-01 and 33-58317-02) filed with the Commission on March 30,
        1995).

I.2.b.  Form of Amended and Restated Limited Liability Company Agreement of
        American General Delaware, L.L.C. (incorporated herein by reference
        to Exhibit 4(k) to Registrants' Amendment No. 2 to Form S-3
        Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
        33-58317-02) filed with the Commission on May 1, 1995).

I.2.c.  Form of Guarantee with respect to Preferred Securities of American
        General Delaware, L.L.C. (incorporated herein by reference to Exhibit
        4(p) to  Registrants' Amendment No. 2 to Form S-3 Registration
        Statement (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02)
        filed with the Commission on May 1, 1995).

1.2.d.  Form of Certificate Evidencing Preferred Securities, Series A of
        American General Delaware, L.L.C. (incorporated herein by reference
        to Exhibit 4(u) to Registrants' Amendment No. 3 to Form S-3
        Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
        33-58317-02) filed with the Commission on May 10, 1995).



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I.2.e.  American General Delaware, L.L.C./American General Capital, L.L.C.
        Prospectus (Subject to Completion, Dated May 10, 1995) relating to an
        offering of $1,250,000,000 in Preferred Securities (incorporated
        herein by reference to Registrants' Amendment No. 3 to Form S-3
        Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
        33-58317-02) filed with the Commission on May 10, 1995).

I.2.f.  American General Delaware, L.L.C. Prospectus Supplement to Prospectus
        Dated May __, 1995, relating to the American General Delaware, L.L.C.
        4,500,000 Convertible Monthly Income Preferred Securities, Series A
        (incorporated herein by reference to Registrants' Amendment No. 3 to
        Form S-3 Registration Statement (Registration Nos. 33-58317, 33-
        58317-01 and 33-58317-02) filed with the Commission on May 10, 1995).










































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                                  SIGNATURES

            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.


    AMERICAN GENERAL CORPORATION 
    (Registrant)



By:     /S/ AUSTIN P. YOUNG   
    Austin P. Young
    Senior Vice President and 
       Chief Financial Officer

    Date:  May 12, 1995





































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        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.

    AMERICAN GENERAL DELAWARE, L.L.C.
    (Registrant)

By:     American General Delaware Management
    Corporation, as Manager



By:     /S/ KENT E. BARRETT                
    Kent E. Barrett
    Vice President and Treasurer

    Date:  May 12, 1995




































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                                 EXHIBIT INDEX


Exhibit
Number                        Document

I.1.a.  Form of the Terms of the Preferred Securities, Series A of American
        General Delaware, L.L.C. (incorporated herein by reference to Exhibit
        4(l) to Registrants' Amendment No. 2 to Form S-3 Registration
        Statement (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02)
        filed with the Commission on May 1, 1995).

I.2.a.  Certificate of Formation of American General Delaware, L.L.C.
        (incorporated herein by reference to Exhibit 4(j) to Registrants'
        Form S-3 Registration Statement (Registration Nos. 33-58317, 33-
        58317-01 and 33-58317-02) filed with the Commission on March 30,
        1995).

I.2.b.  Form of Amended and Restated Limited Liability Company Agreement of
        American General Delaware, L.L.C. (incorporated herein by reference
        to Exhibit 4(k) to Registrants' Amendment No. 2 to Form S-3
        Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
        33-58317-02) filed with the Commission on May 1, 1995).

I.2.c.  Form of Guarantee with respect to Preferred Securities of American
        General Delaware, L.L.C. (incorporated herein by reference to Exhibit
        4(p) to Registrants' Amendment No. 2 to Form S-3 Registration
        Statement (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02)
        filed with the Commission on May 1, 1995).

1.2.d.  Form of Certificate Evidencing Preferred Securities, Series A of
        American General Delaware, L.L.C. (incorporated herein by reference
        to Exhibit 4(u) to Registrants' Amendment No. 3 to Form S-3
        Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
        33-58317-02) filed with the Commission on May 10, 1995).

I.2.e.  American General Delaware, L.L.C./American General Capital, L.L.C.
        Prospectus (Subject to Completion, Dated May 10, 1995) relating to an
        offering of $1,250,000,000 in Preferred Securities (incorporated
        herein by reference to Registrants' Amendment No. 3 to Form S-3
        Registration Statement (Registration Nos. 33-58317, 33-58317-01 and
        33-58317-02) filed with the Commission on May 10, 1995).

I.2.f.  American General Delaware, L.L.C. Prospectus Supplement to Prospectus
        Dated May __, 1995, relating to the American General Delaware, L.L.C.
        4,500,000 Convertible Monthly Income Preferred Securities, Series A
        (incorporated herein by reference to Registrants' Amendment No. 3 to
        Form S-3 Registration Statement (Registration Nos. 33-58317, 33-
        58317-01 and 33-58317-02) filed with the Commission on May 10, 1995).







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