As filed with the Securities and Exchange Commission on January 20, 1994
                                             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 CORPORATION 1984 STOCK AND INCENTIVE PLAN
               (AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 8, 1994)
                              (Full title of the plan)



                                 Jon P. Newton, Esq.
                      Senior Vice President 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 value $.50     5,700,000 shares    $29.00    $165,300,000  $57,000
                                                                              

(1)   Estimated pursuant to Rule 457 solely for the purpose of calculating the
      registration fee, based  upon the average of the  high and low prices of
      the Common Stock for  January 14, 1994, as published in The  Wall Street
      Journal New York Stock Exchange Composite Transactions Listing. <PAGE>
 





                                       PART II



   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")  pursuant to  the Securities  Exchange Act  of 1934,  as amended
("Exchange Act"):

      1.   The registrant's Annual  Report on Form  10-K for  the fiscal  year
   ended December 31, 1992.

      2.   The  registrant's Quarterly Reports on Form  10-Q for the quarterly
   periods ended March 31, 1993; June 30, 1993; and September 30, 1993.

      3.   The registrant's  Current Reports  on  Form 8-K  dated February  4,
   1993; March 5, 1993  (filed March 9, 1993); March 5,  1993 (filed March 11,
   1993); March  9, 1993; May  21, 1993;  August 3, 1993;  September 9,  1993;
   September 20, 1993; and November 29, 1993.

      4.   The description  of Common  Stock of  American General  Corporation
   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  American General  Corporation 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 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.


                                        II-1 <PAGE>
 






Item 5.  Interests of Named Experts and Counsel

The validity of the shares of the registrant's Common Stock, par value $.50
("CommonStock") issuable pursuant to the Plan hasbeen passed upon by Jon P.
Newton, who is Senior Vice President and General Counsel of the registrant.
Mr. Newton beneficially owns  and has options to purchase  shares of Common
Stock, and he may be a participant in the Plan.


Item 6.  Indemnification of Directors and Officers

Article  2.02-1  of the  Texas Business  Corporation Act  contains detailed
provisions with respect to  indemnification of directors and officers  of a
Texas corporation against certainjudgments, penalties (including excise and
similar taxes), fines,  amounts paid in settlement, and expenses (including
court costs and attorneys'fees) actually incurred in connectionwith 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 insureit against certain costsof indemnification which maybe 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 liabilitiesincurred by them in thedischarge of
their functions as officersand directors except for liabilitiesarising 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 Restated  Articles  of Incorporation  of
              American General  Corporation, as amended  by Statement of
              Resolution  establishing  series of  shares  of  Series  A
              Junior Participating  Preferred Stock  of American General
              Corporation (incorporated herein by  reference to  Exhibit
              4.1   to  Registration   Statement  of   American  General
              Corporation   on  Form   S-3   dated  January   24,  1990,
              Registration Statement No. 33-33115).



                                  II-2
<PAGE>






     4.2         Specimen  certificate representing  Common Stock  of American
                 General  Corporation  (incorporated  herein by  reference  to
                 Exhibit  4.4 to  Registration Statement  of  American General
                 Corporation   on   Form  S-14   dated   November  21,   1983,
                 Registration Statement       No. 2-87974).

     4.3         Rights  Agreement dated as of  July 27, 1989 between American
                 General   Corporation  and   Texas  Commerce   Bank  National
                 Association (incorporated herein by reference to Exhibit 4 to
                 Form  10-Q of  American General  Corporation for  the quarter
                 ended June 30, 1989, File No. 1-7981).











































                                        II-3
<PAGE>






Exhibit
Number                                           Description


 4.4       First Amendment dated as of October 26, 1992 to Rights Agreement
           dated as of  July 27, 1989 between American  General Corporation
           and First  Chicago Trust  Company of  New York (incorporated  by
           reference to  Exhibit 4.4 to Registration  Statement of American
           General  Corporation  on  Form  S-3  dated  November  15,  1993,
           Registration No. 33-51045).

 5         Opinion  of Jon  P. Newton,  Senior Vice  President  and General
           Counsel of American  General Corporation as  to the validity  of
           original issuance securities under the Plan.

23.1       Consent of Ernst & Young, Independent Auditors.

23.2       Consent  of Jon  P. Newton,  Senior Vice  President and  General
           Counsel  of American  General Corporation,  is contained  in his
           opinion included herewith as Exhibit 5.

24         Powers  of   Attorney  authorizing   certain  officers   of  the
           registrant  to  sign   this  registration  statement,  including
           amendments, on behalf  of certain officers and the  directors of
           American General Corporation.


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;
       (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.


                                  II-4 <PAGE>
 





      (2)  That,  for the  purpose  of  determining  any liability  under  the
   Securities  Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to  section 13(a) or section 15(d)  of the
Exchange Act (and, where applicable, each filing of an employee benefit 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
of 1933  may be permitted  to directors, officers, and  controlling persons of
the registrant pursuant to the Bylaws and other 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 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 against  the registrant 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  questions whether  such  indemnification by  it  is against
public  policy as  expressed in  the Act  and will  be governed  by  the final
adjudication of such issue.


















                                        II-5
<PAGE>






                               SIGNATURES


The Registrant

Pursuant to the requirements of the Securities Act of 1933,  the registrant
certifies that it has reasonable grounds to believethat 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 January 18, 1994.

                                    AMERICAN GENERAL CORPORATION


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

Pursuant   to  the  requirements  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


     HAROLD S. HOOK*           Chairman of the Board and   January 18, 1994
     (Harold S. Hook)            Chief Executive Officer


     AUSTIN P. YOUNG           Senior Vice President and   January 18, 1994
    (Austin P. Young)            Chief Financial Officer


     PAMELA J. PENNY           Controller                  January 18, 1994
    (Pamela J. Penny)


    J. EVANS ATTWELL*          Director
    (J. Evans Attwell)


    THOMAS D. BARROW*          Director
    (Thomas D. Barrow)


    BRADY F. CARRUTH*          Director
    (Brady F. Carruth)


 W. LIPSCOMB DAVIS, JR.*       Director


                                  II-6
<PAGE>






       (W. Lipscomb Davis, Jr.)





















































                                        II-7
<PAGE>






        Signature                        Title                   Date


    ROBERT M. DEVLIN*                    Director
    (Robert M. Devlin)


     LARRY D. HORNER*                    Director
    (Larry D. Horner)


  RICHARD J. V. JOHNSON*                 Director
 (Richard J. V. Johnson)


   ROBERT E. SMITTCAMP*                  Director
  (Robert E. Smittcamp)


     JAMES R. TUERFF*                    Director
    (James R. Tuerff)


*By:       JON P. NEWTON                                January  18, 1994
(Jon P. Newton, Attorney-in-fact)




























                                  II-8
<PAGE>






                                  INDEX TO EXHIBITS



   Exhibit
   Number                                           Description


    4.1       Article Four  of Restated Articles of  Incorporation of American
              General  Corporation,  as  amended by  Statement  of  Resolution
              establishing series  of shares of Series  A Junior Participating
              Preferred  Stock of  American General  Corporation (incorporated
              herein by reference to Exhibit 4.1  to Registration Statement of
              American General Corporation on Form S-3 dated January 24, 1990,
              Registration Statement No. 33-33115).

    4.2       Specimen  certificate  representing  Common  Stock  of  American
              General Corporation (incorporated herein by reference to Exhibit
              4.4 to Registration Statement of American General Corporation on
              Form S-14 dated November 21, 1983, Registration Statement No. 2-
              87974).

    4.3       Rights  Agreement  dated as  of July  27, 1989  between American
              General Corporation and Texas Commerce Bank National Association
              (incorporated herein by reference  to Exhibit 4 to Form  10-Q of
              American  General Corporation  for  the quarter  ended June  30,
              1989, File No. 1-7981).

    4.4       First Amendment dated as of October 26, 1992 to Rights Agreement
              dated as of  July 27, 1989 between  American General Corporation
              and First Chicago  Trust Company  of New  York (incorporated  by
              reference to  Exhibit 4.4 to Registration  Statement of American
              General  Corporation  on  Form  S-3  dated  November  15,  1993,
              Registration No. 33-51045).

    5         Opinion  of Jon  P. Newton,  Senior Vice  President and  General
              Counsel of American  General Corporation as  to the validity  of
              original issuance securities under the Plan.

   23.1       Consent of Ernst & Young, Independent Auditors.

   23.2       Consent  of Jon  P.  Newton, Senior  Vice President  and General
              Counsel  of American  General Corporation,  is contained  in his
              opinion included herewith as Exhibit 5.

   24         Powers  of  Attorney  authorizing  Harold S.  Hook,  Michael  J.
              Poulos,  and  Kurt  G.   Schreiber  to  sign  this  registration
              statement, including amendments, on  behalf of certain  officers
              and the directors of American General Corporation. <PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18281}]
{"company-data": {"conformed-name": "AMERICAN GENERAL CORP /TX/", "cik": "0000005103", "assigned-sic": "6311", "irs-number": "740483432", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-51973", "film-number": "94502104"}, "business-address": {"street1": "2929 ALLEN PKWY", "city": "HOUSTON", "state": "TX", "zip": "77019", "phone": "7135221111"}}
As filed with the Securities and Exchange Commission on January 20, 1994
                                             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 CORPORATION 1984 STOCK AND INCENTIVE PLAN
               (AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 8, 1994)
                              (Full title of the plan)

                                 Jon P. Newton, Esq.
                      Senior Vice President 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 value $.50     5,700,000 shares    $29.00    $165,300,000  $57,000
                                                                              

(1)   Estimated pursuant to Rule 457 solely for the purpose of calculating the
      registration fee, based  upon the average of the  high and low prices of
      the Common Stock for  January 14, 1994, as published in The  Wall Street
      Journal New York Stock Exchange Composite Transactions Listing.
PART II

   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")  pursuant to  the Securities  Exchange Act  of 1934,  as amended
("Exchange Act"):

      1.   The registrant's Annual  Report on Form  10-K for  the fiscal  year
   ended December 31, 1992.

      2.   The  registrant's Quarterly Reports on Form  10-Q for the quarterly
   periods ended March 31, 1993; June 30, 1993; and September 30, 1993.

      3.   The registrant's  Current Reports  on  Form 8-K  dated February  4,
   1993; March 5, 1993  (filed March 9, 1993); March 5,  1993 (filed March 11,
   1993); March  9, 1993; May  21, 1993;  August 3, 1993;  September 9,  1993;
   September 20, 1993; and November 29, 1993.

      4.   The description  of Common  Stock of  American General  Corporation
   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  American General  Corporation 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 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.

                                        II-1
Item 5.  Interests of Named Experts and Counsel

The validity of the shares of the registrant's Common Stock, par value $.50
("CommonStock") issuable pursuant to the Plan hasbeen passed upon by Jon P.
Newton, who is Senior Vice President and General Counsel of the registrant.
Mr. Newton beneficially owns  and has options to purchase  shares of Common
Stock, and he may be a participant in the Plan.

Item 6.  Indemnification of Directors and Officers

Article  2.02-1  of the  Texas Business  Corporation Act  contains detailed
provisions with respect to  indemnification of directors and officers  of a
Texas corporation against certainjudgments, penalties (including excise and
similar taxes), fines,  amounts paid in settlement, and expenses (including
court costs and attorneys'fees) actually incurred in connectionwith 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 insureit against certain costsof indemnification which maybe 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 liabilitiesincurred by them in thedischarge of
their functions as officersand directors except for liabilitiesarising 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 Restated  Articles  of Incorporation  of
              American General  Corporation, as amended  by Statement of
              Resolution  establishing  series of  shares  of  Series  A
              Junior Participating  Preferred Stock  of American General
              Corporation (incorporated herein by  reference to  Exhibit
              4.1   to  Registration   Statement  of   American  General
              Corporation   on  Form   S-3   dated  January   24,  1990,
              Registration Statement No. 33-33115).

                                  II-2
4.2         Specimen  certificate representing  Common Stock  of American
                 General  Corporation  (incorporated  herein by  reference  to
                 Exhibit  4.4 to  Registration Statement  of  American General
                 Corporation   on   Form  S-14   dated   November  21,   1983,
                 Registration Statement       No. 2-87974).

     4.3         Rights  Agreement dated as of  July 27, 1989 between American
                 General   Corporation  and   Texas  Commerce   Bank  National
                 Association (incorporated herein by reference to Exhibit 4 to
                 Form  10-Q of  American General  Corporation for  the quarter
                 ended June 30, 1989, File No. 1-7981).

                                        II-3
Exhibit
Number                                           Description

 4.4       First Amendment dated as of October 26, 1992 to Rights Agreement
           dated as of  July 27, 1989 between American  General Corporation
           and First  Chicago Trust  Company of  New York (incorporated  by
           reference to  Exhibit 4.4 to Registration  Statement of American
           General  Corporation  on  Form  S-3  dated  November  15,  1993,
           Registration No. 33-51045).

 5         Opinion  of Jon  P. Newton,  Senior Vice  President  and General
           Counsel of American  General Corporation as  to the validity  of
           original issuance securities under the Plan.

23.1       Consent of Ernst & Young, Independent Auditors.

23.2       Consent  of Jon  P. Newton,  Senior Vice  President and  General
           Counsel  of American  General Corporation,  is contained  in his
           opinion included herewith as Exhibit 5.

24         Powers  of   Attorney  authorizing   certain  officers   of  the
           registrant  to  sign   this  registration  statement,  including
           amendments, on behalf  of certain officers and the  directors of
           American General Corporation.

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;
       (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.

                                  II-4
(2)  That,  for the  purpose  of  determining  any liability  under  the
   Securities  Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to  section 13(a) or section 15(d)  of the
Exchange Act (and, where applicable, each filing of an employee benefit 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
of 1933  may be permitted  to directors, officers, and  controlling persons of
the registrant pursuant to the Bylaws and other 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 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 against  the registrant 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  questions whether  such  indemnification by  it  is against
public  policy as  expressed in  the Act  and will  be governed  by  the final
adjudication of such issue.

                                        II-5
SIGNATURES

The Registrant

Pursuant to the requirements of the Securities Act of 1933,  the registrant
certifies that it has reasonable grounds to believethat 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 January 18, 1994.

                                    AMERICAN GENERAL CORPORATION

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

Pursuant   to  the  requirements  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

     HAROLD S. HOOK*           Chairman of the Board and   January 18, 1994
     (Harold S. Hook)            Chief Executive Officer

     AUSTIN P. YOUNG           Senior Vice President and   January 18, 1994
    (Austin P. Young)            Chief Financial Officer

     PAMELA J. PENNY           Controller                  January 18, 1994
    (Pamela J. Penny)

    J. EVANS ATTWELL*          Director
    (J. Evans Attwell)

    THOMAS D. BARROW*          Director
    (Thomas D. Barrow)

    BRADY F. CARRUTH*          Director
    (Brady F. Carruth)

 W. LIPSCOMB DAVIS, JR.*       Director

                                  II-6
(W. Lipscomb Davis, Jr.)

                                        II-7
Signature                        Title                   Date

    ROBERT M. DEVLIN*                    Director
    (Robert M. Devlin)

     LARRY D. HORNER*                    Director
    (Larry D. Horner)

  RICHARD J. V. JOHNSON*                 Director
 (Richard J. V. Johnson)

   ROBERT E. SMITTCAMP*                  Director
  (Robert E. Smittcamp)

     JAMES R. TUERFF*                    Director
    (James R. Tuerff)

*By:       JON P. NEWTON                                January  18, 1994
(Jon P. Newton, Attorney-in-fact)

                                  II-8
INDEX TO EXHIBITS

   Exhibit
   Number                                           Description

    4.1       Article Four  of Restated Articles of  Incorporation of American
              General  Corporation,  as  amended by  Statement  of  Resolution
              establishing series  of shares of Series  A Junior Participating
              Preferred  Stock of  American General  Corporation (incorporated
              herein by reference to Exhibit 4.1  to Registration Statement of
              American General Corporation on Form S-3 dated January 24, 1990,
              Registration Statement No. 33-33115).

    4.2       Specimen  certificate  representing  Common  Stock  of  American
              General Corporation (incorporated herein by reference to Exhibit
              4.4 to Registration Statement of American General Corporation on
              Form S-14 dated November 21, 1983, Registration Statement No. 2-
              87974).

    4.3       Rights  Agreement  dated as  of July  27, 1989  between American
              General Corporation and Texas Commerce Bank National Association
              (incorporated herein by reference  to Exhibit 4 to Form  10-Q of
              American  General Corporation  for  the quarter  ended June  30,
              1989, File No. 1-7981).

    4.4       First Amendment dated as of October 26, 1992 to Rights Agreement
              dated as of  July 27, 1989 between  American General Corporation
              and First Chicago  Trust Company  of New  York (incorporated  by
              reference to  Exhibit 4.4 to Registration  Statement of American
              General  Corporation  on  Form  S-3  dated  November  15,  1993,
              Registration No. 33-51045).

    5         Opinion  of Jon  P. Newton,  Senior Vice  President and  General
              Counsel of American  General Corporation as  to the validity  of
              original issuance securities under the Plan.

   23.1       Consent of Ernst & Young, Independent Auditors.

   23.2       Consent  of Jon  P.  Newton, Senior  Vice President  and General
              Counsel  of American  General Corporation,  is contained  in his
              opinion included herewith as Exhibit 5.

   24         Powers  of  Attorney  authorizing  Harold S.  Hook,  Michael  J.
              Poulos,  and  Kurt  G.   Schreiber  to  sign  this  registration
              statement, including amendments, on  behalf of certain  officers
              and the directors of American General Corporation.