AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1995

REGISTRATION NO. 33-58317
NO. 33-58317-01
NO. 33-58317-02
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SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 2

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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AMERICAN GENERAL CORPORATION TEXAS 74-0483432
AMERICAN GENERAL DELAWARE, L.L.C. DELAWARE TO BE APPLIED FOR
AMERICAN GENERAL CAPITAL, L.L.C. DELAWARE TO BE APPLIED FOR

(EXACT NAME OF EACH REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

AMERICAN GENERAL CORPORATION AMERICAN GENERAL DELAWARE, L.L.C.
2929 ALLEN PARKWAY AMERICAN GENERAL CAPITAL, L.L.C.
HOUSTON, TEXAS 77019-2155 2590 AMERICAN GENERAL CENTER
(713) 522-1111 NASHVILLE, TENNESSEE 37250

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF EACH
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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JON P. NEWTON, ESQ.
AMERICAN GENERAL CORPORATION
2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019-2155
(713) 522-1111
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE FOR EACH REGISTRANT)

PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:

SCOTT N. WULFE, ESQ. JOHN H. NEWMAN, ESQ.
VINSON & ELKINS L.L.P. BROWN & WOOD
2300 FIRST CITY TOWER ONE WORLD TRADE CENTER
1001 FANNIN NEW YORK, NEW YORK 10048
HOUSTON, TEXAS 77002 (212) 839-5336
(713) 758-2222

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from time
to time after the effective date of this registration statement, as determined
in light of market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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2

EXPLANATORY NOTE

This Amendment is being filed for the sole purpose of filing certain
exhibits.

ITEM 16. EXHIBITS

The following exhibits are filed as a part of this Registration Statement:

EXHIBIT
NUMBER DESCRIPTION
-------- -----------

*1(a) -- Form of Underwriting Agreement (Debt Securities and Warrants to purchase
Debt Securities), including forms of Pricing Agreement and Delayed
Delivery Contract.
*1(b) -- Form of Underwriting Agreement (Common Stock and Warrants to Purchase
Common Stock), including forms of Pricing Agreement and Delayed Delivery
Contract.
*1(c) -- Form of Underwriting Agreement (Preferred Stock and Warrants to Purchase
Preferred Stock), including forms of Pricing Agreement and Delayed
Delivery Contract.
*1(d) -- Form of Underwriting Agreement (Convertible Preferred Securities).
*1(e) -- Form of Underwriting Agreement (Non-Convertible Preferred Securities).
*4(a) -- Form of Senior Indenture, dated as of May , 1995, between the Company
and Chemical Bank, as Trustee. The form or forms of Senior Securities with
respect to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference.
*4(b) -- Form of Senior Subordinated Indenture, dated as of May , 1995, between
the Company and Chemical Bank, as Trustee. The form or forms of Senior
Subordinated Securities with respect to each particular offering will be
filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
4(c) -- Form of Junior Subordinated Indenture, dated as of May , 1995, between
the Company and Chemical Bank, as Trustee. Other than as set forth in
Exhibits 4(r) and 4(t) below, the form or forms of Junior Subordinated
Debentures with respect to each particular offering will be filed as an
exhibit to a Current Report on Form 8-K and incorporated herein by
reference.
4(d) -- Restated Articles of Incorporation of the Company (including Statement of
Resolution Establishing Series of Shares of Series A Junior Participating
Preferred Stock) (incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-33115 of the Company).
4(e) -- Rights Agreement dated as of July 27, 1989 between the Company and Texas
Commerce Bank National Association, as Rights Agent, and First Amendment,
dated as of October 26, 1992 (incorporated by reference to Exhibit 4 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1989, and to Exhibit 19 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1992, respectively).
4(f) -- Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1993).
**4(g) -- Form of Debt Warrant Agreement, including form of Debt Warrant
Certificates.
**4(h) -- Form of Preferred Stock Warrant Agreement, including form of Preferred
Stock Warrant Certificates.
**4(i) -- Form of Common Stock Warrant Agreement, including form of Common Stock
Warrant Certificates.
***4(j) -- Certificate of Formation of American General Delaware, L.L.C.
4(k) -- Form of Amended and Restated Limited Liability Company Agreement of
American General Delaware, L.L.C.
4(l) -- Form and terms of American General Delaware, L.L.C. Preferred Securities,
Series A.
***4(m) -- Certificate of Formation of American General Capital, L.L.C.
***4(n) -- Limited Liability Company Agreement of American General Capital, L.L.C.
*4(o) -- Form of Statement of Resolution Establishing Series of Shares of Series A
Cumulative Convertible Preferred Stock of the Company.
4(p) -- Form of Guarantee with respect to Preferred Securities of American General
Delaware, L.L.C.
*4(q) -- Form of Guarantee with respect to Preferred Securities of American General
Capital, L.L.C.

II-1
4

EXHIBIT
NUMBER DESCRIPTION
------- -----------

*4(r) -- Form of Resolutions Establishing the Convertible Junior Subordinated
Debentures, Series A of the Company.
*4(s) -- Form and terms of American General Capital, L.L.C. Preferred Securities,
Series A.
*4(t) -- Form of Resolutions Establishing the Subordinated Debentures, Series A of
the Company.
*5 -- Opinion and Consent of Vinson & Elkins L.L.P.
*8 -- Opinion and Consent of Vinson & Elkins L.L.P. with respect to certain tax
matters.
***12 -- Computation of Ratio of Earnings to Fixed Charges.
*23(a) -- Consent of Vinson & Elkins L.L.P. (contained in their opinions in Exhibits
5 and 8).
***23(b) -- Consent of Ernst & Young LLP, Independent Auditor.
***23(c) -- Consent of Coopers & Lybrand L.L.P., Independent Accountants.
***24 -- Powers of Attorney.
*25 -- Form T-1 Statement of Eligibility of Chemical Bank, as Trustee under the
Senior Indenture, Senior Subordinated Indenture and Junior Subordinated
Indenture.

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* To be filed by Amendment.

** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.

*** Previously filed.

II-2
5

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AMERICAN
GENERAL CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON MAY 1, 1995.

AMERICAN GENERAL CORPORATION
(Registrant)

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

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AMERICAN
GENERAL DELAWARE, L.L.C. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON MAY 1, 1995.

AMERICAN GENERAL DELAWARE, L.L.C.
(Registrant)

By: American General Delaware Management
Corporation, as Manager

By: /s/ KENT E. BARRETT
--------------------------------
Kent E. Barrett
Vice President and Treasurer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AMERICAN
GENERAL CAPITAL, L.L.C. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT
IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON MAY 1, 1995.

AMERICAN GENERAL CAPITAL, L.L.C.
(Registrant)

By: American General Delaware Management
Corporation, as Manager

By: /s/ KENT E. BARRETT
--------------------------------
Kent E. Barrett
Vice President and Treasurer

II-3
6

SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------

HAROLD S. HOOK* Chairman of the Board, Chief Executive
- --------------------------------------------- Officer and Director (principal executive
(Harold S. Hook) officer)

/s/ AUSTIN P. YOUNG Senior Vice President and Chief Financial
- --------------------------------------------- Officer (principal financial officer)
(Austin P. Young)

/s/ PAMELA J. PENNY Vice President and Controller (principal
- --------------------------------------------- accounting officer)
(Pamela J. Penny)

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

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

W. LIPSCOMB DAVIS, JR.* Director
- ---------------------------------------------
(W. Lipscomb Davis, Jr.)

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)

/s/ JAMES R. TUERFF Director
- ---------------------------------------------
(James R. Tuerff)

*By: /s/ JAMES R. TUERFF
- ---------------------------------------------
(James R. Tuerff, Attorney-in-fact)

II-4
7

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES WITH AMERICAN GENERAL DELAWARE MANAGEMENT CORPORATION (AS THE
MANAGER OF EACH OF AMERICAN GENERAL DELAWARE, L.L.C. AND AMERICAN GENERAL
CAPITAL, L.L.C.) INDICATED ON MAY 1, 1995.

SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------

/s/ JAMES S. D'AGOSTINO Chairman and Director (principal executive
- --------------------------------------------- officer)
(James S. D'Agostino)

/s/ LEO LEBOS, JR. President and Director
- ---------------------------------------------
(Leo Lebos, Jr.)

/s/ KENT E. BARRETT Vice President, Treasurer and Director
- --------------------------------------------- (principal financial and accounting officer)
(Kent E. Barrett)

II-5
8

EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------

*1(a) -- Form of Underwriting Agreement (Debt Securities and
Warrants to purchase Debt Securities), including forms of
Pricing Agreement and Delayed Delivery Contract.
*1(b) -- Form of Underwriting Agreement (Common Stock and Warrants
to Purchase Common Stock), including forms of Pricing
Agreement and Delayed Delivery Contract.
*1(c) -- Form of Underwriting Agreement (Preferred Stock and
Warrants to Purchase Preferred Stock), including forms of
Pricing Agreement and Delayed Delivery Contract.
*1(d) -- Form of Underwriting Agreement (Convertible Preferred
Securities).
*1(e) -- Form of Underwriting Agreement (Non-Convertible Preferred
Securities).
*4(a) -- Form of Senior Indenture, dated as of May , 1995,
between the Company and Chemical Bank, as Trustee. The
form or forms of Senior Securities with respect to each
particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
*4(b) -- Form of Senior Subordinated Indenture, dated as of May
, 1995, between the Company and Chemical Bank, as
Trustee. The form or forms of Senior Subordinated
Securities with respect to each particular offering will
be filed as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
4(c) -- Form of Junior Subordinated Indenture, dated as of May
, 1995, between the Company and Chemical Bank, as
Trustee. Other than as set forth in Exhibits 4(r) and
4(t) below, the form or forms of Junior Subordinated
Debentures with respect to each particular offering will
be filed as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
4(d) -- Restated Articles of Incorporation of the Company
(including Statement of Resolution Establishing Series of
Shares of Series A Junior Participating Preferred Stock)
(incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-33115 of the Company).
4(e) -- Rights Agreement dated as of July 27, 1989 between the
Company and Texas Commerce Bank National Association, as
Rights Agent, and First Amendment, dated as of October
26, 1992 (incorporated by reference to Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1989, and to Exhibit 19 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1992, respectively).
4(f) -- Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993).
**4(g) -- Form of Debt Warrant Agreement, including form of Debt
Warrant Certificates.
**4(h) -- Form of Preferred Stock Warrant Agreement, including form
of Preferred Stock Warrant Certificates.

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------

**4(i) -- Form of Common Stock Warrant Agreement, including form of
Common Stock Warrant Certificates.
***4(j) -- Certificate of Formation of American General Delaware,
L.L.C.
4(k) -- Form of Amended and Restated Limited Liability Company
Agreement of American General Delaware, L.L.C.
4(l) -- Form and terms of American General Delaware, L.L.C.
Preferred Securities, Series A.
***4(m) -- Certificate of Formation of American General Capital,
L.L.C.
***4(n) -- Limited Liability Company Agreement of American General
Capital, L.L.C.
*4(o) -- Form of Statement of Resolution Establishing Series of
Shares of Series A Cumulative Convertible Preferred Stock
of the Company.
4(p) -- Form of Guarantee with respect to Preferred Securities of
American General Delaware, L.L.C.
*4(q) -- Form of Guarantee with respect to Preferred Securities of
American General Capital, L.L.C.
*4(r) -- Form of Resolutions Establishing the Convertible Junior
Subordinated Debentures, Series A of the Company.
*4(s) -- Form and terms of American General Capital, L.L.C.
Preferred Securities, Series A.
*4(t) -- Form of Resolutions Establishing the Subordinated
Debentures, Series A of the Company.
*5 -- Opinion and Consent of Vinson & Elkins L.L.P.
*8 -- Opinion and Consent of Vinson & Elkins L.L.P. with
respect to certain tax matters.
***12 -- Computation of Ratio of Earnings to Fixed Charges.
*23(a) -- Consent of Vinson & Elkins L.L.P. (contained in their
opinions in Exhibits 5 and 8).
***23(b) -- Consent of Ernst & Young LLP, Independent Auditor.
***23(c) -- Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
***24 -- Powers of Attorney.
*25 -- Form T-1 Statement of Eligibility of Chemical Bank, as
Trustee under the Senior Indenture, Senior Subordinated
Indenture and Junior Subordinated Indenture.

- ---------------

* To be filed by Amendment.

** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.

*** Previously filed.