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 by unanimous written consent on
December 17, 1998, 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amended, modified or rescinded and remain in full force and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: December 23, 1998


                              /S/ PATRICIA W. NEIGHBORS
                              Patricia W. Neighbors
                              Assistant Secretary


RESOLUTIONS REGARDING INCREASE IN MEDIUM-TERM NOTE PROGRAM

     WHEREAS, by resolutions adopted at the meeting of this
Committee held on July 21, 1997, this Committee authorized
and approved the creation and execution by the Company of a
series of debt securities titled Medium-Term Notes, Series E
(the "Notes"); and this Committee resolved that the aggregate
principal amount of the Notes authorized to be authenticated
and delivered was $1,000,000,000 (such resolutions being
referred to hereinafter as the "Prior Resolutions"); and

     WHEREAS, this Committee deems it desirable and in the
best interests of the Company to  increase the aggregate
principal amount of the Notes authorized to be authenticated
and delivered; 

1.   Increase in Authorized Amount of Notes.

     NOW, THEREFORE, BE IT 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
$1,450,000,000; 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the extent modified or superseded hereby, shall apply in all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.