SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 8-K

                               CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                October 19, 1995
                ________________________________________________
                Date of report (Date of earliest event reported)

                        Independent Insurance Group, Inc.
             ______________________________________________________
               (Exact Name of Registrant as Specified in Charter)

            Florida               0-9649                  59-027555
          ______________    _____________________  __________________
          (State of         (Commission File No.)  (IRS Employer
         Incorporation)                            Identification No.)

                           One Independent Drive
                        Jacksonville, Florida  32276
        ____________________________________________________________
           (Address of Principal Executive Offices and Zip Code)

                               (904) 358-5151
            ____________________________________________________
            (Registrant's telephone number, including area code)

                                    N/A
       _____________________________________________________________
       (Former Name or Former Address, if Changed Since Last Report)


          Item 5.   Other Events.

                    On October 19, 1995, Independent Insurance Group,
          Inc., a Florida corporation ("Independent"), entered into a
          definitive Agreement and Plan of Merger (the "Merger
          Agreement") with American General Corporation, a Texas
          corporation ("American General"), and AGC Life Insurance
          Company, a Missouri corporation and a wholly-owned subsidiary
          of American General ("AGC Life").  Pursuant to the Merger
          Agreement,  Independent would be merged (the "Merger") with and
          into AGC Life and Independent would become wholly-owned by
          American General.  The Merger is intended to qualify as a tax-
          free reorganization within the meaning of Section 368(a) of the 
          Internal Revenue Code of 1986, as amended (the "Code").  The 
          closing of the Merger will take place as soon as possible 
          following the approval of the Merger by Independent's shareholders
          at a special meeting called to approve the Merger (the "Special 
          Meeting") and the receipt of the last of the regulatory approvals 
          and the satisfaction of the other conditions set forth in the 
          Merger Agreement, but not before January 2, 1996.

                    In the Merger, each share of Independent's voting and
          non-voting common stock outstanding prior to the effective time
          of the Merger (other than dissenting shares) will be converted
          into, exchanged for and represent the right to receive any of
          the following: (i) a fraction (the "Exchange Ratio") of a share 
          of common stock (together with the attached American General 
          Series A Junior Participating Preferred Stock Purchase Rights), 
          par value $.50 per share ("American General Common Stock"), of 
          American General (the "Common Stock Consideration"), calculated 
          by dividing (x) $27.50 by (y) the average of the closing share
          prices of American General Common Stock as reported on the New
          York Stock Exchange (the "NYSE") Composite Tape during the ten
          consecutive NYSE trading days ending on (and including) the
          fifth NYSE trading day prior to the effective time of the
          Merger (the "Average Closing Price"); (ii) a fraction of a 
          share of 7% convertible preferred stock, par value $1.50 per 
          share ("American General Convertible Preferred Stock"), of 
          American General (the "Convertible Preferred Stock Consideration"), 
          equal to the Exchange Ratio; or (iii) cash in the amount of 
          $27.50 (the "Cash Price"), without any interest thereon (the 
          "Cash Consideration").  Common Stock Consideration and Convertible 
          Preferred Stock Consideration are collectively referred to as the 
          "Stock Consideration."  Independent shareholders will be entitled 
          to elect to receive the Stock Consideration or the Cash Consideration 
          with respect to shares held by them, but such elections will be 
          subject to certain allocation procedures, described more fully in 
          the Merger Agreement such that (i) the total Cash Consideration 
          to be paid (including the cash paid with respect to dissenting 
          shares and the cash paid in lieu of fractional interests) does 
          not exceed the Cash Price multiplied by 50% of the aggregate number 
          of shares of Independent common stock (voting and no-voting)
          issued and outstanding immediately prior to the effective time
          of the Merger; and (ii) no more than 50% of the aggregate
          number of shares of Independent Common Stock issued and
          outstanding immediately prior to the Merger are converted into
          American General Convertible Preferred Stock.

                    The respective obligations of Independent, AGC Life
          and American General to consummate the Merger are subject to a
          number of conditions, including, among others (i) the approval
          of the Merger by Independent shareholders; (ii) the filing or
          obtaining of all authorizations, consents, approvals or
          declarations required by any governmental entity; (iii) the
          absence of any preliminary or permanent injunction prohibiting
          the consummation of the Merger; (iv) the registration statement 
          relating to the shares of American General stock issuable in
          the Merger having become effective and not being the subject of
          any stop order proceedings; (v) the expiration or termination
          of the waiting period (and any extension thereof) under the
          Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
          amended, and no action having been instituted by the Department
          of Justice or the Federal Trade Commission; (vi) the approval
          for listing on the NYSE of the American General Common Stock
          issuable in the Merger; (vii) the use of all reasonable efforts
          by American General to have the American General Convertible
          Preferred Stock issuable in the Merger approved for listing on
          the NYSE or the Nasdaq National Market; (viii) the receipt by
          each of Independent and American General of opinions from their
          respective counsel to the effect that the Merger will be
          treated for federal income tax purposes as a tax-free
          reorganization within the meaning of Section 368(a) of the
          Code; and (ix) the receipt by Independent of an opinion from
          Alex. Brown & Sons Incorporated, dated as of the closing date
          of the Merger, to the effect that the consideration to be
          received by Independent shareholders in the Merger is fair to
          such shareholders from a financial point of view.

                    The Merger Agreement may be terminated and the Merger
          abandoned at any time prior to the effective time of the
          Merger (i) by mutual consent of Independent and American
          General; (ii) by the Board of either American General or
          Independent, if the Merger shall not have been consummated on
          or before March 30, 1996, provided that under certain
          circumstances such date may be extended to June 30, 1996; 
          (iii) by Independent or American General if there has been a
          breach by the other of any representation or warranty which has
          a material adverse effect or there has been a material breach
          of any of the covenants or agreements set forth in the Merger 
          Agreement on the part of the other, which breach is not curable 
          or, if curable, is not cured within thirty days after written 
          notice of such breach; (iv) by the Board of either American 
          General or Independent if a court of competent jurisdiction or 
          agency or commission shall have issued an order, decree or 
          ruling or taken any other action permanently restraining, 
          enjoining or otherwise prohibiting the transactions contemplated 
          by the Merger Agreement and such order, decree, ruling or other 
          action shall have become final and non-appealable provided 
          certain conditions are satisfied; (v) by the Board of Independent 
          if, prior to the Special Meeting, there is a third-party 
          acquisition proposal and to act otherwise would cause the 
          Independent Board to breach its fiduciary duties, or if the 
          Average Closing Price of American General Common Stock falls 
          below certain threshold amounts or if American General issues 
          stock in a transaction for which approval by its shareholders 
          is required; and (vi) by the Board of American General if the 
          Independent Board takes action in relation to a third-party 
          acquisition proposal, or if the Average Closing Price of 
          American General Common Stock falls below certain threshold 
          amounts.

                    The foregoing description of the Merger and the Merger 
          Agreement is	qualified in its entirety by reference to the Merger
          Agreement, a copy of which is filed as Exhibit 10.1 to this Report
          and is incorporated herein by reference.  A copy of the press 
          release, dated October 19, 1995, announcing the signing of the 
          Merger Agreement is filed as Exhibit 99.1 to this Report and is 
          incorporated herein by reference.


          Item 7.   Financial Statements, Pro Forma Financial Information
                    and Exhibits.

               (c)  Exhibits.

          Exhibit No.         Description.

          10.1                Agreement and Plan of Merger, dated October
                              19, 1995, by and among Independent
                              Insurance Group, Inc., American General
                              Corporation and AGC Life Insurance Company.

          99.1                Press Release, issued October 19, 1995.


                                 Signatures

                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.

          Dated:  November 1, 1995

                                 INDEPENDENT INSURANCE GROUP, INC.
          (Registrant)

                                 By: /s/ WILFORD C. LYON, JR.
                                     Wilford C. Lyon, Jr.
                                      Chairman of the Board and
                                      Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 8-K

                               CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                October 19, 1995
                ________________________________________________
                Date of report (Date of earliest event reported)

                        Independent Insurance Group, Inc.
             ______________________________________________________
               (Exact Name of Registrant as Specified in Charter)

            Florida               0-9649                  59-027555
          ______________    _____________________  __________________
          (State of         (Commission File No.)  (IRS Employer
         Incorporation)                            Identification No.)

                           One Independent Drive
                        Jacksonville, Florida  32276
        ____________________________________________________________
           (Address of Principal Executive Offices and Zip Code)

                               (904) 358-5151
            ____________________________________________________
            (Registrant's telephone number, including area code)

                                    N/A
       _____________________________________________________________
       (Former Name or Former Address, if Changed Since Last Report)

          Item 5.   Other Events.

                    On October 19, 1995, Independent Insurance Group,
          Inc., a Florida corporation ("Independent"), entered into a
          definitive Agreement and Plan of Merger (the "Merger
          Agreement") with American General Corporation, a Texas
          corporation ("American General"), and AGC Life Insurance
          Company, a Missouri corporation and a wholly-owned subsidiary
          of American General ("AGC Life").  Pursuant to the Merger
          Agreement,  Independent would be merged (the "Merger") with and
          into AGC Life and Independent would become wholly-owned by
          American General.  The Merger is intended to qualify as a tax-
          free reorganization within the meaning of Section 368(a) of the 
          Internal Revenue Code of 1986, as amended (the "Code").  The 
          closing of the Merger will take place as soon as possible 
          following the approval of the Merger by Independent's shareholders
          at a special meeting called to approve the Merger (the "Special 
          Meeting") and the receipt of the last of the regulatory approvals 
          and the satisfaction of the other conditions set forth in the 
          Merger Agreement, but not before January 2, 1996.

                    In the Merger, each share of Independent's voting and
          non-voting common stock outstanding prior to the effective time
          of the Merger (other than dissenting shares) will be converted
          into, exchanged for and represent the right to receive any of
          the following: (i) a fraction (the "Exchange Ratio") of a share 
          of common stock (together with the attached American General 
          Series A Junior Participating Preferred Stock Purchase Rights), 
          par value $.50 per share ("American General Common Stock"), of 
          American General (the "Common Stock Consideration"), calculated 
          by dividing (x) $27.50 by (y) the average of the closing share
          prices of American General Common Stock as reported on the New
          York Stock Exchange (the "NYSE") Composite Tape during the ten
          consecutive NYSE trading days ending on (and including) the
          fifth NYSE trading day prior to the effective time of the
          Merger (the "Average Closing Price"); (ii) a fraction of a 
          share of 7% convertible preferred stock, par value $1.50 per 
          share ("American General Convertible Preferred Stock"), of 
          American General (the "Convertible Preferred Stock Consideration"), 
          equal to the Exchange Ratio; or (iii) cash in the amount of 
          $27.50 (the "Cash Price"), without any interest thereon (the 
          "Cash Consideration").  Common Stock Consideration and Convertible 
          Preferred Stock Consideration are collectively referred to as the 
          "Stock Consideration."  Independent shareholders will be entitled 
          to elect to receive the Stock Consideration or the Cash Consideration 
          with respect to shares held by them, but such elections will be 
          subject to certain allocation procedures, described more fully in 
          the Merger Agreement such that (i) the total Cash Consideration 
          to be paid (including the cash paid with respect to dissenting 
          shares and the cash paid in lieu of fractional interests) does 
          not exceed the Cash Price multiplied by 50% of the aggregate number 
          of shares of Independent common stock (voting and no-voting)
          issued and outstanding immediately prior to the effective time
          of the Merger; and (ii) no more than 50% of the aggregate
          number of shares of Independent Common Stock issued and
          outstanding immediately prior to the Merger are converted into
          American General Convertible Preferred Stock.

                    The respective obligations of Independent, AGC Life
          and American General to consummate the Merger are subject to a
          number of conditions, including, among others (i) the approval
          of the Merger by Independent shareholders; (ii) the filing or
          obtaining of all authorizations, consents, approvals or
          declarations required by any governmental entity; (iii) the
          absence of any preliminary or permanent injunction prohibiting
          the consummation of the Merger; (iv) the registration statement 
          relating to the shares of American General stock issuable in
          the Merger having become effective and not being the subject of
          any stop order proceedings; (v) the expiration or termination
          of the waiting period (and any extension thereof) under the
          Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
          amended, and no action having been instituted by the Department
          of Justice or the Federal Trade Commission; (vi) the approval
          for listing on the NYSE of the American General Common Stock
          issuable in the Merger; (vii) the use of all reasonable efforts
          by American General to have the American General Convertible
          Preferred Stock issuable in the Merger approved for listing on
          the NYSE or the Nasdaq National Market; (viii) the receipt by
          each of Independent and American General of opinions from their
          respective counsel to the effect that the Merger will be
          treated for federal income tax purposes as a tax-free
          reorganization within the meaning of Section 368(a) of the
          Code; and (ix) the receipt by Independent of an opinion from
          Alex. Brown & Sons Incorporated, dated as of the closing date
          of the Merger, to the effect that the consideration to be
          received by Independent shareholders in the Merger is fair to
          such shareholders from a financial point of view.

                    The Merger Agreement may be terminated and the Merger
          abandoned at any time prior to the effective time of the
          Merger (i) by mutual consent of Independent and American
          General; (ii) by the Board of either American General or
          Independent, if the Merger shall not have been consummated on
          or before March 30, 1996, provided that under certain
          circumstances such date may be extended to June 30, 1996; 
          (iii) by Independent or American General if there has been a
          breach by the other of any representation or warranty which has
          a material adverse effect or there has been a material breach
          of any of the covenants or agreements set forth in the Merger 
          Agreement on the part of the other, which breach is not curable 
          or, if curable, is not cured within thirty days after written 
          notice of such breach; (iv) by the Board of either American 
          General or Independent if a court of competent jurisdiction or 
          agency or commission shall have issued an order, decree or 
          ruling or taken any other action permanently restraining, 
          enjoining or otherwise prohibiting the transactions contemplated 
          by the Merger Agreement and such order, decree, ruling or other 
          action shall have become final and non-appealable provided 
          certain conditions are satisfied; (v) by the Board of Independent 
          if, prior to the Special Meeting, there is a third-party 
          acquisition proposal and to act otherwise would cause the 
          Independent Board to breach its fiduciary duties, or if the 
          Average Closing Price of American General Common Stock falls 
          below certain threshold amounts or if American General issues 
          stock in a transaction for which approval by its shareholders 
          is required; and (vi) by the Board of American General if the 
          Independent Board takes action in relation to a third-party 
          acquisition proposal, or if the Average Closing Price of 
          American General Common Stock falls below certain threshold 
          amounts.

                    The foregoing description of the Merger and the Merger 
          Agreement is	qualified in its entirety by reference to the Merger
          Agreement, a copy of which is filed as Exhibit 10.1 to this Report
          and is incorporated herein by reference.  A copy of the press 
          release, dated October 19, 1995, announcing the signing of the 
          Merger Agreement is filed as Exhibit 99.1 to this Report and is 
          incorporated herein by reference.

          Item 7.   Financial Statements, Pro Forma Financial Information
                    and Exhibits.

               (c)  Exhibits.

          Exhibit No.         Description.

          10.1                Agreement and Plan of Merger, dated October
                              19, 1995, by and among Independent
                              Insurance Group, Inc., American General
                              Corporation and AGC Life Insurance Company.

          99.1                Press Release, issued October 19, 1995.

                                 Signatures

                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.

          Dated:  November 1, 1995

                                 INDEPENDENT INSURANCE GROUP, INC.
          (Registrant)

                                 By: /s/ WILFORD C. LYON, JR.
                                     Wilford C. Lyon, Jr.
                                      Chairman of the Board and
                                      Chief Executive Officer