EXHIBIT 4(a)




                        CERTIFICATE



     I, Patricia W. Neighbors, an 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 March 5, 1998, at which meeting a quorum was
present and acting throughout, and 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not been amended, modified or rescinded and remain in full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: March 9, 1998



                              /S/ PATRICIA W. NEIGHBORS

                              Patricia W. Neighbors
                              Assistant Secretary





American General Finance Corporation

Date:     March 5, 1998

Subject:  Meeting of Terms and Pricing Committee

Purpose:  The purpose of these resolutions is to authorize
                a shelf takedown for the issuance of $200,000,000
                aggregate principal amount of 6.20% Senior Notes
                due March 15, 2003

          RESOLUTIONS REGARDING SHELF TAKEDOWN

          WHEREAS, this Terms and Pricing Committee of the
Board of Directors of American General Finance Corporation
(the "Company") previously has authorized the creation,
issuance and sale of $3,050,000,000 of debt securities and
warrants to purchase debt securities (the "Shelf
Securities"), such debt securities to be issued under the
Indenture dated as of May 1, 1997 (the "Indenture") between
the Company and The First National Bank of Chicago, as
Trustee (the "Trustee"); and

          WHEREAS, the Company filed with the Securities
and Exchange Commission (the "Commission") on June 10, 1997
a Registration Statement on Form S-3 (Registration No.
333-28925) for the Shelf Securities and filed with the
Commission on July 1, 1997 Amendment No. 1 thereto, which
Registration Statement as so amended was declared effective
by the Commission on July 2, 1997;

                1.  Prospectus Supplement.

     NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the
President or any Vice President (any reference to a Vice
President of the Company in these resolutions shall be
deemed to include any Vice President of the Company whether
or not designated by a number or a word or words added
before or after the title "Vice President" and any terms
used herein but not defined herein shall have the meanings
given to them in the Indenture) of the Company be, and each
of them hereby is, authorized and empowered, in the name
and on behalf of the Company, to sign as required and cause
to be filed with the Commission any and all amendments
(including, without limitation, post-effective amendments)
to the above-mentioned Registration Statement, any
prospectus supplements, including, without limitation, a
prospectus supplement describing the terms and provisions
of the Notes, as such term is defined below, and the offer
and sale thereof, and any additional documents which any
such officer may deem necessary or desirable, such
amendments and such documents to be in such forms as the
officer executing or filing the same shall approve, such
approval to be conclusively evidenced by his execution or
filing thereof; and be it 

                2.  Authorization of Notes.

     FURTHER RESOLVED, that, upon receipt of the purchase
price therefor hereinafter specified, the Company issue,
sell and deliver $200,000,000 aggregate principal amount of
its 6.20% Senior Notes due March 15, 2003 (the "Notes"), to
be issued as Registered Securities pursuant to the
Indenture; and be it

     FURTHER RESOLVED, that all references in the
definitions in the Indenture to the terms "Security" or
"Securities" shall be deemed to and shall include the
Notes; and be it

                    3.  Terms of Notes.

     FURTHER RESOLVED, that the Notes shall mature and the
unpaid principal thereon shall be payable on March 15,
2003; and be it

     FURTHER RESOLVED, that the rate per annum at which
interest shall be payable on the Notes is hereby fixed at
6.20%, that interest on the Notes shall accrue beginning
March 10, 1998, that interest shall be payable
semi-annually on the Notes on March 15 and September 15
each year beginning September 15, 1998, and that the
Regular Record Date for the payment of such interest shall
be March 1 or September 1 immediately preceding each such
March 15 or September 15, as the case may be, and otherwise
as provided in the Indenture; and be it

     FURTHER RESOLVED, that no sinking fund shall be
provided for the Notes and that the Notes shall not be
redeemable at the option of the Company or repayable at the
option of the holders thereof prior to maturity; and be it

     FURTHER RESOLVED, that the purchase price for the
Notes to be paid to the Company by Chase Securities Inc.,
the Underwriter of the Notes (the "Underwriter"), pursuant
to the Pricing Agreement relating thereto hereinafter
referred to, including the Underwriting Agreement attached
thereto, shall be 99.749% of the principal amount of the
Notes, plus accrued interest, if any, from March 10, 1998;
and be it

     FURTHER RESOLVED, that the initial price to the public
of the Notes shall be 99.934% of the principal amount of
the Notes, plus accrued interest, if any, from March 10,
1998; and be it

     FURTHER RESOLVED, that pursuant to Section 203 of the
Indenture, the Notes are to be issuable in permanent global
form without coupons, that the aggregate amount of
Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges and that
the U.S. Depository with respect to the Notes shall
initially be The Depository Trust Company; and be it

     FURTHER RESOLVED, that the form, terms and provisions
relating to the Notes to be established pursuant to
Section 301 of the Indenture, and the form of Note relating
thereto to be established pursuant to Section 201 of the
Indenture, submitted to this meeting, completed in
accordance with the foregoing resolutions and with such
changes therein, additions thereto and deletions therefrom
as the officers executing the same shall approve, the
approval of such officers to be conclusively evidenced by
their execution and delivery thereof, be, and they hereby
are, approved; and be it

       4.  Officers' Certificate and Company Order.

     FURTHER RESOLVED, that the Chairman, the President or
any Vice President, together with the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company be, and they hereby are,
authorized and empowered, in the name and on behalf of the
Company, to execute, seal, acknowledge and deliver an
Officers' Certificate relating to the Notes pursuant to
Sections 301 and 303 of the Indenture, in such forms and in
such number of counterparts as the officers so acting shall
approve, the approval of such officers to be conclusively
evidenced by their execution and delivery thereof; and be
it

     FURTHER RESOLVED, that the Chairman, the President,
the Treasurer or any Assistant Treasurer, together with the
Secretary or any Assistant Secretary of the Company be, and
they hereby are, authorized and empowered, in the name and
on behalf of the Company, to execute, seal, acknowledge and
deliver a Company Order relating to the Notes pursuant to
Section 303 of the Indenture, in such forms and in such
number of counterparts as the officers so acting shall
approve, the approval of such officers to be conclusively
evidenced by their execution and delivery thereof; and be
it

                     5.  Paying Agent.

     FURTHER RESOLVED, that The First National Bank of
Chicago be, and it hereby is, designated and appointed
Paying Agent with respect to the Notes at its Corporate
Trust Office and New York Facility pursuant to Section 1002
of the Indenture; and be it

                  6.  Execution of Notes.

     FURTHER RESOLVED, that the Chairman, the President or
any Vice President of the Company be, and each of them
hereby is, authorized and empowered, in the name and on
behalf of the Company, to execute and deliver under the
corporate seal attested to by the Treasurer or Secretary of
the Company or one of its Assistant Treasurers or Assistant
Secretaries the Notes as authorized above in substantially
such form, completed in accordance with the foregoing
resolutions and with such changes therein, additions
thereto and deletions therefrom as the officers executing
the same shall approve, the approval of such officers to be
conclusively evidenced by their execution and delivery
thereof; and be it

                  7.  Pricing Agreement.

     FURTHER RESOLVED, that the form, terms and provisions
of the Pricing Agreement, including the Underwriting
Agreement attached thereto, relating to the Notes, between
the Company and the Underwriter, copies of which Pricing
Agreement were submitted to this meeting, be, and they
hereby are, approved, and the Chairman, the President, any
Vice President, the Treasurer or any Assistant Treasurer
be, and each of them hereby is, authorized and empowered,
in the name and on behalf of the Company, to execute and
deliver, in such number of counterparts as the officer so
acting deems advisable, a Pricing Agreement relating to the
Notes in substantially the form presented to this meeting,
completed in accordance with the foregoing resolutions and
with such changes therein, additions thereto and deletions
therefrom as the officer executing the same shall approve,
the approval of such officer to be conclusively evidenced
by his execution and delivery thereof (such Pricing
Agreement, as executed and delivered, being herein referred
to as the "Pricing Agreement"); and be it

              8.  Letter of Representations.
     
     FURTHER RESOLVED, that the form, terms and provisions
of the Letter of Representations relating to certain
matters arising in connection with the issuance of the
Notes, among the Company, the Trustee and The Depository
Trust Company, copies of which Letter of Representations
were submitted to this meeting, be, and they hereby are,
approved, and the Chairman, the President, any Vice
President, the Treasurer or any Assistant Treasurer be, and
each of them hereby is, authorized and empowered, in the
name and on behalf of the Company, to execute and deliver,
in such number of counterparts as the officer so acting
deems advisable, the Letter of Representations in
substantially the form presented to this meeting, with such
changes therein, additions thereto and deletions therefrom
as the officer executing the same shall approve, such
approval to be conclusively evidenced by his execution and
delivery thereof; and be it 

                    9.  Miscellaneous.

     FURTHER RESOLVED, that each of the officers of the
Company be, and each of them acting alone hereby is,
authorized and empowered, in the name and on behalf of the
Company, to take, or cause to be taken, any and all action
which such officer may deem necessary or desirable to carry
out the purposes and intent of the foregoing resolutions
and to perform, or cause to be performed, the obligations
of the Company under the Notes, the Indenture, the Pricing
Agreement and the Letter of Representations.