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)
                                                           


 THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND 
                   MANAGERS' THRIFT 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     900,000       $37.6875     $33,918,750.00  $10,278.40
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 Variable Annuity Life Insurance
Company Agents' and Managers' Thrift 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 caused or will cause The
            Variable Annuity Life Insurance Company, the
            Plan's sponsor and a wholly owned subsidiary
            of the Registrant, to submit the Plan and
            amendments thereto to the Internal Revenue
            Service ("IRS") in a timely manner and to
            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 Executive   October 3, 1996
  (Harold S. Hook)  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 (principal October 3, 1996
  (Pamela J. Penny)  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)


  The Variable Annuity Life Insurance Company Agents' and
Managers' Thrift Plan.   Pursuant to the requirements of the
Securities Act of 1933, The Variable Annuity Life Insurance
Company Agents' and Managers' Thrift 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.


                           THE VARIABLE ANNUITY LIFE
                           INSURANCE COMPANY AGENTS' AND
                           MANAGERS' THRIFT 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 caused or will cause The
      Variable Annuity Life Insurance Company, the
      Plan's sponsor and a wholly owned subsidiary of
      the Registrant, to submit the Plan and amendments
      thereto to the Internal Revenue Service ("IRS") in
      a timely manner and to 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
Variable Annuity Life Insurance Company Agents' and
Managers' Thrift 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 June 3, 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