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 October 30, 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not been amended, modified or rescinded and remain in full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:  November 3, 1998



                              /S/ PATRICIA W. NEIGHBORS     

                              Patricia W. Neighbors
                              Assistant Secretary





American General Finance Corporation

Date:     October 30, 1998

Subject:  Meeting of Terms and Pricing Committee

Purpose:  The purpose of these resolutions is to authorize a
          shelf takedown for the issuance of $400,000,000
          aggregate principal amount of 5 3/4% Senior Notes
          due November 1, 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 $400,000,000 aggregate principal amount of its 5
3/4% Senior Notes due November 1, 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 November 1,
2003; and be it

     FURTHER RESOLVED, that the rate per annum at which
interest shall be payable on the Notes is hereby fixed at 5
3/4%, that interest on the Notes shall accrue beginning
November 4, 1998, that interest shall be payable semi-annually
on the Notes on May 1 and November 1 each year
beginning May 1, 1999, and that the Regular Record Date for
the payment of such interest shall be the April 15 or October
15 immediately preceding each such May 1 or November 1, 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 Donaldson, Lufkin & Jenrette
Securities Corporation and Lehman Brothers Inc., the
Underwriters of the Notes (the "Underwriters"), pursuant to
the Pricing Agreement relating thereto hereinafter referred
to, including the Underwriting Agreement attached thereto,
shall be 99.177% of the principal amount of the Notes, plus
accrued interest, if any, from November 4, 1998; and be it

     FURTHER RESOLVED, that the initial price to the public
of the Notes shall be 99.627% of the principal amount of the
Notes, plus accrued interest, if any, from November 4, 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, among the Company
and the Underwriters, 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.