EXHIBIT 4




                                  CERTIFICATE



      I, Otto B Gerlach III, Assistant Secretary of American General Finance

Corporation, an Indiana corporation (the "Company"), do hereby certify that

attached hereto is a true copy of resolutions duly adopted by a duly

authorized and appointed committee of the Board of Directors of the Company at

a meeting duly called and held on November 15, 1995, at which meeting a quorum

was present and acting throughout, and that such resolutions have not been

amended, modified or rescinded and remain in full force and effect.



      IN WITNESS WHEREOF, I have hereunto signed my name.



Dated: November 16, 1995





                                                /S/ OTTO B GERLACH III
                                                Otto B Gerlach III
                                                Assistant Secretary







AMERICAN GENERAL FINANCE CORPORATION

DATE:             November 15, 1995

SUBJECT:          Meeting of Terms And Pricing Committee of the Board of
                  Directors

PURPOSE:          The purpose of these resolutions is to rescind and restate
                  the resolutions increasing the aggregate principal amount of
                  the Company's Medium-Term Notes, Series D 


          RESOLUTIONS REGARDING INCREASE IN MEDIUM-TERM NOTE PROGRAM

      WHEREAS, by resolutions adopted at the meeting of this Committee held on
December  1, 1994,  this Committee  authorized and  approved the  creation and
execution by the  Company of a  series of debt  securities titled  Medium-Term
Notes,  Series D (the "Notes"); and this Committee resolved that the aggregate
principal amount of the Notes authorized to be authenticated and delivered was
$500,000,000  (such resolutions  being referred  to hereinafter as  the "Prior
Resolutions"); and

      WHEREAS, by resolutions adopted at the meeting of this Committee held on
September  26,  1995, this  Committee approved  an  increase in  the aggregate
principal amount of the  Notes authorized to be authenticated and delivered to
a total aggregate  principal amount of $1,000,000,000  (such resolutions being
referred to hereinafter as the "Original Increase Resolutions"); and 

      WHEREAS,  this Committee deems it desirable and in the best interests of
the Company to  rescind and restate the Original Increase Resolutions; 

      NOW,  THEREFORE, BE IT RESOLVED, that  the Original Increase Resolutions
be, and  they hereby are,  rescinded and  restated in their  entirety, as  set
forth below:

1.    Increase in Authorized Amount of Notes.

      FURTHER RESOLVED,  that this Committee hereby authorizes and approves an
increase in  the aggregate  principal  amount of  the Notes  authorized to  be
authenticated  and  delivered  to  a  total   aggregate  principal  amount  of
$800,000,000; and be it

2.    Authentication and Delivery of Notes.

      FURTHER  RESOLVED, that the Authorized Officers for the Notes hereby are
authorized (a) to cause the Trustee for the Notes to complete and authenticate
Notes  in such total increased aggregate principal  amount, and (b) to deliver
such  authenticated Notes, all in  accordance with the  Prior Resolutions, the
Company Orders and the Administrative Procedures relating thereto; and be it







3.    Applicability of Prior Resolutions.

      FURTHER  RESOLVED, that  the  Prior Resolutions,  except  to the  extent
modified  or superseded  hereby, shall  apply in  all respects  to such  total
increased aggregate principal amount of Notes; and be it 

4.    Further Miscellaneous Authority.

      FURTHER RESOLVED, that the  appropriate officers of the Company  be, and
each of them hereby is, authorized to  do and perform all such acts or things,
and to execute,  deliver and file such documents or  instruments, as each such
officer may  deem necessary or  appropriate in  order to carry  out fully  the
purposes and intent of the foregoing resolutions.