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

                                February 22, 1996
                ________________________________________________
                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.

                     A copy of the press release, issued February 22,
          1996, is being 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.

          99.1                Press Release, issued February 22 1996.


          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:  February 23, 1996

                                 INDEPENDENT INSURANCE GROUP, INC.
          (Registrant)

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


          EXHIBIT 99.1

          FOR IMMEDIATE RELEASE
           
          AMERICAN GENERAL TO COMPLETE ACQUISITION
          OF INDEPENDENT INSURANCE GROUP, INC. ON FEBRUARY 29, 1996

               HOUSTON,  February 22, 1996,  American General 
          Corporation (NYSE: AGC) and Independent Insurance Group,
          Inc. (NASDAQ: INDHK) today jointly announced that they
          expect  American General to complete the acquisition of
          Independent Insurance Group, Inc. on February 29,1996,
          subject to approval by Independent's shareholders on that
          date.  On October 19, 1995, the companies signed a
          definitive agreement under which  American General  would
          acquire Independent for an aggregate consideration of $362
          million or $27.50 per Independent share payable in cash,
          American General common stock, or a new issue of  American
          General 7 percent mandatorily convertible preferred stock.

                  Based on a February 29, 1996 closing,
          Independent's shareholders may elect to have each share of
          their Independent common stock converted into 0.7480 share
          of American General  common stock, 0.7480 share of 
          American General  7 percent mandatorily convertible
          preferred stock, or $27.50 in cash.  The exchange ratio
          for  American General  common stock and 7 percent
          mandatorily convertible preferred stock was based on
          $36.7625, the average closing price of American General
          common stock for the 10 trading days ending on and
          including  February 22, 1996.  Elections for cash and 7
          percent mandatorily convertible preferred stock each are
          limited to no more than 50 percent of the aggregate
          consideration. Elections must be made using the Form of
          Election/Letter of Transmittal previously made available
          to Independent's shareholders, and must be received,
          together with appropriate share certificates or notice of
          guaranteed delivery, by First Chicago Trust Company of New
          York, the Exchange Agent, no later than 5:00 p.m. EST on
          February 27, 1996. Shareholders not submitting a valid
          Form of Election/Letter of Transmittal prior to the
          election deadline will be deemed to have elected to
          receive  American General  common stock.  Independent
          shareholders requesting additional information or a Form
          of Election/Letter of Transmittal should contact Georgeson
          & Company Inc., the Information Agent, by calling (800)
          223-2064, or in New York State, (212) 509-6240 (call
          collect).

                  American General is one of the nation's largest
          diversified financial services organizations with assets
          of $61 billion and shareholders' equity of $5.8 billion. 
          Headquartered in Houston, it is a leading provider of
          retirement annuities, consumer loans, and life insurance
          to over 8 million households.  American General 
          Corporation common stock is listed on the New York,
          Pacific, London, and Swiss stock exchanges.

                  Independent Insurance Group, Inc., with assets of
          $1.4 billion and shareholders' equity of $351 million,
          markets individual life insurance primarily in the
          southeastern United States.  Founded in 1920, the company
          is headquartered in Jacksonville, Fla.

          CONTACT: Robert D. Mirlik, vice president, investor
          relations, 713/831-1137, or John E. Pluhowski, director,
          corporate communications, 713/831-1149, both of American
          General Corporation.


          SKADDEN, ARPS, SLATE, MEAGHER & FLOM
          919 THIRD AVENUE
          NEW YORK, NY  10022

          February 23, 1996

          VIA EDGAR SYSTEM

          Securities and Exchange Commission
          Judiciary Plaza
          450 Fifth Street, N.W.
          Washington, D.C.  20549

                    Re:  Independent Insurance Group Current Report
                         on Form 8-K

          Ladies and Gentlemen:

                    On behalf of Independent Insurance Group, Inc.,
          a Florida corporation ("Independent"), transmitted
          herewith through the EDGAR system is Independent's Current
          Report on Form 8-K.

                    If you have any questions concerning this
          submission, please do not hesitate to contact the
          undersigned or Derex Walker at (212) 735-3717 and (212)
          735-2367, respectively. 

                                        Very truly yours,

                                        /s/ Keith E. Gottfried

                                        Keith E. Gottfried
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{"company-data": {"conformed-name": "INDEPENDENT INSURANCE GROUP INC", "cik": "0000319735", "assigned-sic": "6311", "irs-number": "592027555", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-09649", "film-number": "96524915"}, "business-address": {"street1": "ONE INDEPENDENT DR", "city": "JACKSONVILLE", "state": "FL", "zip": "32276", "phone": "9043585151"}}
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

                                February 22, 1996
                ________________________________________________
                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.

                     A copy of the press release, issued February 22,
          1996, is being 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.

          99.1                Press Release, issued February 22 1996.

          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:  February 23, 1996

                                 INDEPENDENT INSURANCE GROUP, INC.
          (Registrant)

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

          EXHIBIT 99.1

          FOR IMMEDIATE RELEASE
           
          AMERICAN GENERAL TO COMPLETE ACQUISITION
          OF INDEPENDENT INSURANCE GROUP, INC. ON FEBRUARY 29, 1996

               HOUSTON,  February 22, 1996,  American General 
          Corporation (NYSE: AGC) and Independent Insurance Group,
          Inc. (NASDAQ: INDHK) today jointly announced that they
          expect  American General to complete the acquisition of
          Independent Insurance Group, Inc. on February 29,1996,
          subject to approval by Independent's shareholders on that
          date.  On October 19, 1995, the companies signed a
          definitive agreement under which  American General  would
          acquire Independent for an aggregate consideration of $362
          million or $27.50 per Independent share payable in cash,
          American General common stock, or a new issue of  American
          General 7 percent mandatorily convertible preferred stock.

                  Based on a February 29, 1996 closing,
          Independent's shareholders may elect to have each share of
          their Independent common stock converted into 0.7480 share
          of American General  common stock, 0.7480 share of 
          American General  7 percent mandatorily convertible
          preferred stock, or $27.50 in cash.  The exchange ratio
          for  American General  common stock and 7 percent
          mandatorily convertible preferred stock was based on
          $36.7625, the average closing price of American General
          common stock for the 10 trading days ending on and
          including  February 22, 1996.  Elections for cash and 7
          percent mandatorily convertible preferred stock each are
          limited to no more than 50 percent of the aggregate
          consideration. Elections must be made using the Form of
          Election/Letter of Transmittal previously made available
          to Independent's shareholders, and must be received,
          together with appropriate share certificates or notice of
          guaranteed delivery, by First Chicago Trust Company of New
          York, the Exchange Agent, no later than 5:00 p.m. EST on
          February 27, 1996. Shareholders not submitting a valid
          Form of Election/Letter of Transmittal prior to the
          election deadline will be deemed to have elected to
          receive  American General  common stock.  Independent
          shareholders requesting additional information or a Form
          of Election/Letter of Transmittal should contact Georgeson
          & Company Inc., the Information Agent, by calling (800)
          223-2064, or in New York State, (212) 509-6240 (call
          collect).

                  American General is one of the nation's largest
          diversified financial services organizations with assets
          of $61 billion and shareholders' equity of $5.8 billion. 
          Headquartered in Houston, it is a leading provider of
          retirement annuities, consumer loans, and life insurance
          to over 8 million households.  American General 
          Corporation common stock is listed on the New York,
          Pacific, London, and Swiss stock exchanges.

                  Independent Insurance Group, Inc., with assets of
          $1.4 billion and shareholders' equity of $351 million,
          markets individual life insurance primarily in the
          southeastern United States.  Founded in 1920, the company
          is headquartered in Jacksonville, Fla.

          CONTACT: Robert D. Mirlik, vice president, investor
          relations, 713/831-1137, or John E. Pluhowski, director,
          corporate communications, 713/831-1149, both of American
          General Corporation.

          SKADDEN, ARPS, SLATE, MEAGHER & FLOM
          919 THIRD AVENUE
          NEW YORK, NY  10022

          February 23, 1996

          VIA EDGAR SYSTEM

          Securities and Exchange Commission
          Judiciary Plaza
          450 Fifth Street, N.W.
          Washington, D.C.  20549

                    Re:  Independent Insurance Group Current Report
                         on Form 8-K

          Ladies and Gentlemen:

                    On behalf of Independent Insurance Group, Inc.,
          a Florida corporation ("Independent"), transmitted
          herewith through the EDGAR system is Independent's Current
          Report on Form 8-K.

                    If you have any questions concerning this
          submission, please do not hesitate to contact the
          undersigned or Derex Walker at (212) 735-3717 and (212)
          735-2367, respectively. 

                                        Very truly yours,

                                        /s/ Keith E. Gottfried

                                        Keith E. Gottfried