SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.  20549


                                    FORM 10-Q


             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


   For the Quarterly Period Ended                              Commission File
   June 30, 1999                                               No. 1-11632



                           AMERICAN ANNUITY GROUP, INC.



   Incorporated under                                         IRS Employer I.D.
   the Laws of Delaware                                        No. 06-1356481



                  250 East Fifth Street, Cincinnati, Ohio  45202
                                  (513) 333-5300






   Indicate by check mark whether the Registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months, and (2) has been subject to such
   filing requirements for the past 90 days.  Yes    X        No



   As of August 1, 1999, there were 42,381,586 shares of the Registrant's
   Common Stock outstanding.






                                   Page 1 of 21


                        AMERICAN ANNUITY GROUP, INC. 10-Q
                                      PART I
                              FINANCIAL INFORMATION

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEET
                              (Dollars in millions)
                                                   June 30,      December 31,
                                                      1999              1998
   Assets
     Investments:
       Fixed maturities - at market
         (amortized cost - $6,013.4 and $5,782.8) $6,043.9   $6,023.1
       Equity securities - at market
         (cost - $45.3 and $46.7)                     91.5       85.2
       Investment in affiliate                        17.5       15.9
       Mortgage loans on real estate                  20.5       40.1
       Real estate                                    60.3       55.1
       Policy loans                                  217.7      220.5
       Short-term investments                         58.6       73.6
         Total investments                         6,510.0    6,513.5

     Cash                                             41.3       59.4
     Accrued investment income                        99.0       97.6
     Unamortized insurance acquisition costs, net    297.3      247.4
     Other assets                                    163.5      152.5
     Assets held in separate accounts                215.9      120.0

                                                  $7,327.0   $7,190.4

   Liabilities and Capital
     Annuity benefits accumulated                 $5,469.5   $5,449.6
     Life, accident and health reserves              358.0      341.6
     Notes payable                                   178.7      131.0
     Payable to affiliates, net                       66.1       54.1
     Deferred taxes on unrealized gains               25.4       84.3
     Accounts payable, accrued expenses and other
       liabilities                                   186.6       96.1
     Liabilities related to separate accounts        215.9      120.0
         Total liabilities                         6,500.2    6,276.7

     Mandatorily redeemable preferred securities
       of subsidiary trusts                          219.6      225.0

     Stockholders' Equity:
       Common Stock, $1 par value
         -100,000,000 shares authorized
         - 42,380,765 and 42,576,933 shares
           outstanding                                42.4       42.6
       Capital surplus                               350.0      354.1
       Accumulated deficit at December 31, 1992     (212.6)    (212.6)
       Retained earnings since January 1, 1993       380.6      344.5
       Unrealized gains on marketable
         securities, net                              46.8      160.1
         Total stockholders' equity                  607.2      688.7

                                                  $7,327.0   $7,190.4

                                        2


                        AMERICAN ANNUITY GROUP, INC. 10-Q

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED INCOME STATEMENT
                     (In millions, except per share amounts)


                                          Three months ended  Six months ended
                                               June 30,           June 30,
                                               1999     1998     1999     1998

   Revenues:
     Life, accident and health premiums      $ 25.4   $ 48.5   $ 51.0   $ 95.3
     Net investment income                    122.9    130.9    242.8    257.9
     Realized gains (losses) on sales
     of investments                            (2.3)     1.5      1.7     11.7
     Equity in net earnings of affiliate        0.1      2.2      1.9      4.6
     Other income                               3.1      3.8      6.8      7.0
                                              149.2    186.9    304.2    376.5
   Costs and Expenses:
     Annuity benefits                          63.6     69.1    128.5    140.2
     Life, accident and health benefits        16.0     36.6     34.9     74.7
     Insurance acquisition expenses            10.5     15.9     18.7     29.9
     Trust preferred distribution requirement   4.5      4.7      9.2      9.5
     Interest and other debt expenses           2.7      2.7      5.1      5.2
     Other expenses                            25.4     25.6     48.8     46.6
                                              122.7    154.6    245.2    306.1

   Income before income taxes, extraordinary
     item and cumulative effect
     of accounting change                      26.5     32.3     59.0     70.4
   Provision for income taxes                   8.1     10.6     18.2     23.0

   Income before extraordinary item and
     cumulative effect of accounting change    18.4     21.7     40.8     47.4

   Extraordinary item - loss on prepayment
      of debt                                    -        -        -      (0.8)
   Cumulative effect of accounting change        -        -      (4.7)      -

   Net Income                                $ 18.4   $ 21.7   $ 36.1   $ 46.6


   Average number of common shares:
     Basic                                     42.4     43.1     42.5     43.1
     Diluted                                   43.1     43.9     43.1     43.9

   Basic earnings (loss) per common share:
     Before extraordinary item and cumulative effect
       of accounting change                   $0.43    $0.50    $0.96    $1.10
     Loss on prepayment of debt                  -        -        -
   (0.02)
     Cumulative effect of accounting change      -        -     (0.11)      -
     Net income                               $0.43    $0.50    $0.85    $1.08

   Diluted earnings (loss) per common share:
     Before extraordinary item and cumulative effect
       of accounting change                   $0.43    $0.49    $0.95    $1.08
     Loss on prepayment of debt                  -        -        -     (0.02)
     Cumulative effect of accounting change      -        -     (0.11)      -
     Net income                               $0.43    $0.49    $0.84    $1.06


                                        3

                        AMERICAN ANNUITY GROUP, INC. 10-Q

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (In millions)

                                                    Six months ended
                                                        June 30,
                                                    1999       1998



   Common Stock:
     Balance at beginning of period               $ 42.6     $ 43.2
     Common Stock retired                           (0.2)      (0.1)
       Balance at end of period                   $ 42.4     $ 43.1


   Capital Surplus:
     Balance at beginning of period               $354.1     $368.0
     Common Stock issued                             0.2        0.2
     Common Stock retired                           (4.3)      (1.7)
       Balance at end of period                   $350.0     $366.5


   Accumulated Deficit at December 31, 1992      ($212.6)   ($212.6)


   Retained Earnings Since January 1, 1993:
     Balance at beginning of period               $344.5     $252.1
     Net income                                     36.1       46.6
       Balance at end of period                   $380.6     $298.7


   Unrealized Gains, Net:
     Balance at beginning of period               $160.1     $133.2
     Change during period                         (113.3)       6.4
       Balance at end of period                   $ 46.8     $139.6




   Comprehensive Income (Loss):
     Net income                                   $ 36.1     $ 46.6
     Other comprehensive income - change in net
       unrealized gains on marketable securities  (113.3)       6.4
       Comprehensive income (loss)               ($ 77.2)    $ 53.0


                                        4


                        AMERICAN ANNUITY GROUP, INC. 10-Q

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (In millions)

                                                     Six months ended
                                                         June 30,
                                                     1999       1998
   Cash Flows from Operating Activities:
     Net income                                    $ 36.1     $ 46.6
     Adjustments:
       Extraordinary loss on prepayment of debt        -         0.8
       Cumulative effect of accounting change         4.7         -
       Increase in life, accident and
        health reserves                              16.3       29.2
       Benefits to annuity policyholders            128.5      140.2
       Amortization of insurance acquisition costs   18.7       29.9
       Equity in net earnings of affiliate           (1.9)      (4.6)
       Depreciation and amortization                  4.1        4.5
       Realized gains on sales of investments        (1.7)     (11.7)
       Increase in insurance acquisition costs      (59.2)     (48.9)
       Increase in accrued investment income         (0.4)      (1.5)
       Increase in other assets                      (9.0)     (16.2)
       Increase in other liabilities                 27.4       11.6
       Other, net                                    (8.0)      (9.3)
                                                    155.6      170.6

   Cash Flows from Investing Activities:
     Purchases of and additional investments in:
       Fixed maturity investments                  (797.8)    (598.8)
       Equity securities                             (6.1)      (5.9)
       Real estate, mortgage loans and other assets (13.0)     (12.7)
     Purchase of subsidiaries                       (26.6)     (31.8)
     Cash and short-term investments of
       acquired subsidiaries                         31.1       22.3
     Maturities and redemptions of fixed
      maturity investments                          369.4      398.0
     Sales of:
       Fixed maturity investments                   324.8      177.9
       Equity securities                              7.6        2.0
       Real estate, mortgage loans and other assets  23.5       15.6
     Decrease in policy loans                         2.8        0.6
                                                    (84.3)     (32.8)

   Cash Flows from Financing Activities:
     Fixed annuity receipts                         219.2      238.2
     Annuity surrenders, benefits and withdrawals  (361.5)    (354.8)
     Additions to notes payable                      48.1      150.0
     Reductions of notes payable                     (0.4)    (125.7)
     Issuance of Common Stock                         0.2         -
     Retirement of Common Stock                      (4.5)      (1.8)
     Repurchase of trust preferred securities        (5.5)        -
                                                   (104.4)     (94.1)

   Net increase (decrease) in cash and
     short-term investments                         (33.1)      43.7

   Cash and short-term investments at
     beginning of period                            133.0       50.7
   Cash and short-term investments at
     end of period                                 $ 99.9     $ 94.4

                                        5

                        AMERICAN ANNUITY GROUP, INC. 10-Q

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   A. Description of the Company

      American Annuity Group, Inc. ("AAG" or "the Company") markets retirement
      products, primarily fixed and variable annuities, and various forms of
      life and supplemental health insurance through independent agents,
      payroll deduction plans, financial institutions and in-home sales.

      American Financial Group, Inc. ("AFG") and its subsidiaries owned 83% of
      AAG's Common Stock at August 1, 1999.

   B. Accounting Policies

      Basis of Presentation  The accompanying Consolidated Financial
      Statements for AAG and its subsidiaries are unaudited, but management
      believes that all adjustments (consisting only of normal recurring
      accruals unless otherwise disclosed herein) necessary for fair
      presentation have been made.  The results of operations for interim
      periods are not necessarily indicative of results to be expected for the
      year.  The financial statements have been prepared in accordance with
      the instructions to Form 10-Q and therefore do not include all
      information and footnotes necessary to be in conformity with generally
      accepted accounting principles.

      Certain reclassifications may have been made to prior years to conform
      to the current year's presentation.  All acquisitions since the
      acquisition of Great American Life Insurance Company ("GALIC"), AAG's
      principal subsidiary, have been accounted for as purchases.  All
      significant intercompany balances and transactions have been eliminated.
      The results of operations of companies since their formation or
      acquisition are included in the consolidated financial statements.

      The preparation of the financial statements requires management to make
      estimates and assumptions that affect the amounts reported in the
      financial statements and accompanying notes.  Changes in circumstances
      could cause actual results to differ materially from those estimates.

      Investments  All fixed maturity securities are "available for sale" and
      reported at fair value with unrealized gains and losses reported as a
      separate component of stockholders' equity. Short-term investments are
      carried at cost; mortgage loans on real estate are generally carried at
      amortized cost; policy loans are stated at the aggregate unpaid balance.
      Premiums and discounts on mortgage-backed securities are amortized over
      their expected average lives using the interest method.

      Gains or losses on sales of securities are recognized at the time of
      disposition with the amount of gain or loss determined on the specific
      identification basis.  When a decline in the value of a specific
      investment is considered to be other than temporary, a provision for
      impairment is charged to earnings and the carrying value of that
      investment is reduced.

      Investment in Affiliate  AAG's investments in equity securities of
      companies that are 20% to 50% owned by AFG and its subsidiaries are
      generally carried at cost, adjusted for a proportionate share of their
      undistributed earnings or losses.  Changes in AAG's equity in its
      affiliate caused by issuances of the affiliate's stock are recognized in
      earnings when such issuances are not part of a broader reorganization.

                                        6

                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


      Insurance Acquisition Costs and Expenses  Insurance acquisition costs
      and expenses consist primarily of deferred policy acquisition costs and
      the present value of future profits on business in force of acquired
      insurance companies.  In addition, certain marketing and commission
      costs are expensed as paid and included in insurance acquisition
      expenses.

      Deferred Policy Acquisition Costs ("DPAC")  DPAC (principally
      commissions, advertising, underwriting, policy issuance and sales
      expenses that vary with and are primarily related to the production of
      new business) is deferred to the extent that such costs are deemed
      recoverable.

      DPAC related to annuities and universal life insurance products is
      amortized, with interest, in relation to the present value of expected
      gross profits on the policies.  These expected gross profits consist
      principally of estimated future net investment income and surrender,
      mortality and other policy charges, less estimated future interest on
      policyholders' funds, policy administration expenses and death benefits
      in excess of account values.  DPAC is reported net of unearned revenue
      relating to certain policy charges that represent compensation for
      future services.  These unearned revenues are recognized as income using
      the same assumptions and factors used to amortize DPAC.

      To the extent that realized gains and losses result in adjustments to
      the amortization of DPAC, such adjustments are reflected as components
      of realized gains.

      To the extent that unrealized gains (losses) from securities classified
      as "available for sale" would result in adjustments to DPAC, unearned
      revenues and policyholder liabilities had those gains (losses) actually
      been realized, such balance sheet amounts are adjusted, net of deferred
      taxes.

      DPAC related to traditional life and health insurance is amortized over
      the expected premium paying period of the related policies, in
      proportion to the ratio of annual premium revenues to total anticipated
      premium revenues.  Such anticipated premium revenues were estimated
      using the same assumptions used for computing liabilities for future
      policy benefits.

      Present Value of Future Profits  Included in insurance acquisition costs
      are amounts representing the present value of future profits on business
      in force of acquired insurance companies, which represent the portion of
      the costs to acquire such companies that is allocated to the value of
      the right to receive future cash flows from insurance contracts existing
      at the date of acquisition.

      These amounts are amortized with interest over the estimated remaining
      life of the acquired policies for annuities and universal life products
      and over the expected premium paying period for traditional life and
      health insurance products.

      Annuity Benefits Accumulated  Annuity receipts and benefit payments are
      recorded as increases or decreases in "annuity benefits accumulated"
      rather than as revenue and expense.  Increases in this liability for
      interest credited are charged to expense and decreases for surrender
      charges are credited to other income.

      Life, Accident and Health Reserves  Liabilities for future policy
      benefits under traditional life, accident and health policies are
      computed using the net level premium method.  Computations are based on
      anticipated investment yields,

                                        7

                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


      mortality, morbidity and surrenders and include provisions for
      unfavorable deviations.  Reserves are modified as necessary to reflect
      actual experience and developing trends.

      The liability for future policy benefits for interest sensitive life
      policies is equal to the sum of the accumulated fund balances under such
      policies.

      Assets Held In and Liabilities Related To Separate Accounts  Separate
      account assets and related liabilities represent variable annuity
      deposits.

      Life, Accident and Health Premiums and Benefits  For traditional life,
      accident and health products, premiums are recognized as revenue when
      legally collectible from policyholders.  Policy reserves have been
      established in a manner which allocates policy benefits and expenses on
      a basis consistent with the recognition of related premiums and
      generally results in the recognition of profits over the premium-paying
      period of the policies.

      For interest-sensitive life and universal life products, premiums are
      recorded in a policyholder account which is reflected as a liability.
      Revenue is recognized as amounts are assessed against the policyholder
      account for mortality coverage and contract expenses.  Surrender
      benefits reduce the account value.  Death benefits are expensed when
      incurred, net of the account value.

      Income Taxes  AAG and GALIC have separate tax allocation agreements with
      American Financial Corporation ("AFC"), a subsidiary of AFG, which
      designate how tax payments are shared by members of the tax group.  In
      general, both companies compute taxes on a separate return basis.  GALIC
      is obligated to make payments to (or receive benefits from) AFC based on
      taxable income without regard to temporary differences.  If GALIC's
      taxable income (computed on a statutory accounting basis) exceeds a
      current period net operating loss of AAG, the taxes payable by GALIC
      associated with the excess are payable to AFC.  If the AFC tax group
      utilizes any of AAG's net operating losses or deductions that originated
      prior to AAG's entering AFC's consolidated tax group, AFC will pay to
      AAG an amount equal to the benefit received.

      Deferred income tax assets and liabilities are determined based on
      differences between financial reporting and tax basis and are measured
      using enacted tax rates.  The Company recognizes deferred tax assets if
      it is more likely than not that a benefit will be realized.  Current and
      deferred tax assets and liabilities of companies in AFC's consolidated
      tax group are aggregated with other amounts receivable from or payable
      to affiliates.

      Stock-Based Compensation  As permitted under Statement of Financial
      Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
      Compensation", AAG accounts for stock options and other stock-based
      compensation plans using the intrinsic value based method prescribed
      by Accounting Principles Board Opinion No. 25, "Accounting for Stock
      Issued to Employees."

      Benefit Plans  AAG sponsors an Employee Stock Ownership Retirement
      Plan ("ESORP") covering all employees who are qualified as to age and
      length of service.  The ESORP, which invests primarily in securities
      of AAG, is a trusteed, noncontributory plan for the benefit of the
      employees of AAG and its subsidiaries.  Contributions are
      discretionary by the directors of AAG and are charged against
      earnings in the year for which they are declared.

                                        8

                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued




      Qualified employees having vested rights in the plan are entitled to
      benefit payments at age 60.

      AAG and certain of its subsidiaries provide certain benefits to eligible
      retirees.  The projected future cost of providing these benefits is
      expensed over the period the employees earn such benefits.

      Start-Up Costs   Certain costs associated with introducing new products
      and distribution channels had been deferred by AAG and were being
      amortized on a straight-line basis over five years.  In 1999, AAG
      implemented Statement of Position ("SOP") 98-5, "Reporting on the Costs
      of Start-Up Activities".  The SOP requires that (i) costs of start-up
      activities be expensed as incurred and (ii) unamortized balances of
      previously deferred costs be expensed and reported as the cumulative
      effect of a change in accounting principle.  Accordingly, effective
      January 1, 1999, AAG expensed previously capitalized start-up costs
      of $4.7 million (net of tax) or $0.11 per diluted share.

      Derivatives   The Financial Accounting Standards Board issued SFAS No.
      133, "Accounting for Derivative Instruments and Hedging Activities,"
      during the second quarter of 1998.  AAG must implement SFAS No. 133 by
      no later than January 1, 2001.  SFAS No. 133 establishes accounting and
      reporting standards for derivative instruments, including derivative
      instruments that are embedded in other contracts, and for hedging
      activities.  SFAS No. 133 requires the recognition in the balance sheet
      of all derivatives (both assets and liabilities) at fair value.  Changes
      in fair value of derivative instruments are included in current income
      or as a component of comprehensive income (outside current income)
      depending on the type of derivative.  Implementation of SFAS No. 133 is
      not expected to have a material effect on AAG's financial position or
      results of operations.

      Earnings Per Share  Basic earnings per share is calculated using the
      weighted-average number of shares of common stock outstanding during the
      period.  Diluted earnings per share include the effect of the assumed
      exercise of dilutive common stock options.

      Comprehensive Income   Comprehensive income represents the total of net
      earnings plus other comprehensive income.  For AAG, other comprehensive
      income represents the change in net unrealized gain on marketable
      securities net of deferred taxes.

      Statement of Cash Flows  For cash flow purposes, "investing activities"
      are defined as making and collecting loans and acquiring and disposing
      of debt or equity instruments and property and equipment.  "Financing
      activities" include annuity receipts, benefits and withdrawals and
      obtaining resources from owners and providing them with a return on
      their investments.  All other activities are considered "operating."
      Short-term investments having original maturities of three months or
      less when purchased are considered to be cash equivalents for purposes
      of the financial statements.

   C. Acquisitions and Sale of Subsidiaries

      In February 1999, AAG acquired Old Republic Life Insurance Company of
      New York for approximately $27 million in cash.

                                        9

                        AMERICAN ANNUITY GROUP, INC. 10-Q




              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


      In September 1998, AAG sold its Funeral Services Division for
      approximately $165 million in cash realizing a $14.8 million after-tax
      gain. This division included American Memorial Life Insurance Company
      (acquired in 1995) and Arkansas National Life Insurance Company
      (acquired in 1998) and had assets of approximately $1 billion as of the
      sale date.

   D. Segments of Operations

      AAG operates in three major segments:  (i) retirement products, (ii)
      life, accident and health insurance and (iii) corporate and other.
      AAG's retirement product companies sell tax-deferred annuities to
      employees of primary and secondary educational institutions, hospitals
      and in the non-qualified markets.   More than one-fourth of AAG's
      retirement annuity premiums came from California in the first six months
      of 1999.  No other state accounted for more than 10% of premiums.  Sales
      from AAG's top two Managing General Agencies accounted for 11% and 4% of
      retirement annuity premiums in the first six months of 1999.

      AAG's life, accident and health businesses sell various forms of life
      and supplemental health products in the United States and Puerto Rico.
      Sales in Puerto Rico accounted for nearly one-half of AAG's life,
      accident and health premiums in the first six months of 1999.

      Corporate and other consists primarily of AAG (parent), AAG Holding and,
      in 1998, the Funeral Services Division.

      In the first quarter of 1999, AAG implemented SFAS No. 131, "Disclosures
      about Segments of an Enterprise and Related Information."  SFAS No. 131
      requires segment information to be reported based on how management
      internally evaluates the operating performance of its business units.
      Implementation of this standard had no impact on AAG's financial
      position or results of operations.

      The following tables (in millions) show AAG's revenues and operating
      profit (loss) by significant business segment.  Operating profit (loss)
      represents total revenues (excluding realized gains) less interest and
      operating expenses.

                                    Three months ended    Six months ended
                                         June 30,             June 30,
                                         1999    1998       1999    1998
       Revenues
         Retirement annuities          $113.3  $110.6     $224.6  $219.1
         Life, accident & health         34.1    31.0       67.7    61.7
         Corporate and other              4.0    41.6        8.3    79.4
           Total operating revenues     151.4   183.2      300.6   360.2
         Realized gains (losses)         (2.3)    1.5        1.7    11.7
         Equity in net earnings of
          affiliate                       0.1     2.2        1.9     4.6
           Total revenues per income
            statement                  $149.2  $186.9     $304.2  $376.5

       Operating profit (loss) - pretax
         Retirement annuities          $ 29.2  $ 29.4     $ 60.1  $ 55.0
         Life, accident & health          5.9     3.8        9.4     8.7
         Corporate and other             (6.4)   (4.6)     (14.1)   (9.6)
           Total pretax operating income 28.7    28.6       55.4    54.1
         Realized gains (losses)         (2.3)    1.5        1.7    11.7
         Equity in net earnings of
           affiliate                      0.1     2.2        1.9     4.6
           Total pretax income per income
           statement                   $ 26.5  $ 32.3     $ 59.0  $ 70.4

                                        10

                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   E. Investments

      "Investing activities" related to fixed maturity investments in AAG's
      Statement of Cash Flows for the six months ending June 30, consisted of
      the following (in millions):

                                           Held to Available
                                          Maturity  for Sale  Total
         1999
         Purchases                          $   -   ($797.8) ($797.8)
         Maturities and paydowns                -     369.4    369.4
         Sales                                  -     324.8    324.8

         1998
         Purchases                          $   -   ($598.8) ($598.8)
         Maturities and paydowns             178.1    219.9    398.0
         Sales                                26.3*   151.6    177.9

         * Sold at a gain of $0.1 million in the first six months of 1998 due
         to significant deterioration of the issuers' creditworthiness.

      At June 30, 1999, AAG's fixed maturity portfolio was comprised of
      corporate bonds (57%), mortgage-backed securities (32%), public
      utilities (6%) and government securities (5%).

   F. Investment in Affiliate

      Investment in affiliate reflects AAG's 4% ownership (2.7 million shares;
      carrying value of $17.5 million at June 30, 1999) of the common stock of
      Chiquita Brands International which is accounted for under the equity
      method.  AFG and its other subsidiaries own an additional 32% interest
      in the common stock of Chiquita.  Chiquita is a leading international
      marketer, producer and distributor of bananas and other quality fresh
      and processed food products.

      The market value of AAG's investment in Chiquita was approximately $24
      million at June 30, 1999 and $26 million at December 31, 1998.

      Included in equity in Chiquita's earnings for the first six months of
      1998 is a $1.0 million gain attributable to Chiquita's issuance of
      common stock.

   G. Unamortized Insurance Acquisition Costs

      Unamortized insurance acquisition costs consisted of the following (in
      millions):
                                                       June 30, December 31,
                                                          1999         1998
         Deferred policy acquisition costs              $382.3       $320.1
         Present value of future profits
           acquired                                       57.0         59.9
         Unearned revenues                              (142.0)      (132.6)
                                                        $297.3       $247.4


                                        11

                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   H. Notes Payable

      Notes payable consisted of the following (in millions):

                                                  June 30, December 31,
                                                     1999         1998

           Direct obligations of AAG               $  1.2       $  1.2
           Obligations of AAG Holding (guaranteed by AAG):
             6-7/8% Senior Notes due 2008           100.0        100.0
             Bank Credit Line                        75.0         27.0
           Other subsidiary debt                      2.5          2.8
                Total                              $178.7       $131.0

      AAG Holding has a $200 million revolving credit agreement with several
      banks.  Loans under the bank credit agreement mature from 2000 to 2003
      and bear interest at floating rates based on prime or Eurodollar.  At
      June 30, 1999, and December 31, 1998, the weighted-average interest rate
      on amounts borrowed under AAG Holding's bank credit line was 5.48% and
      6.09%, respectively.

      In February 1998, AAG Holding borrowed $50 million under the credit line
      and retired its 11-1/8% Notes realizing a pretax extraordinary loss of
      $1.2 million.

      In June 1998, AAG Holding sold $100 million principal amount of 6-
      7/8% Senior Notes due 2008 and used the net proceeds to repay
      outstanding indebtedness under the unsecured bank credit line.

      At June 30, 1999, AAG and its subsidiaries had no material amounts of
      scheduled principal payments due until final maturity of the bank credit
      line in 2003.

   I. Mandatorily Redeemable Preferred Securities of Subsidiary Trusts

      Wholly owned subsidiary trusts of AAG Holding issued $225 million of
      preferred securities and, in turn, purchased a like amount of AAG
      Holding subordinated debt which provides interest and principal
      payments to fund the Trusts' obligations.  The preferred securities
      are mandatorily redeemable upon maturity or redemption of the
      subordinated debt.  The three preferred securities issues are
      summarized as follows:

                                                                Optional
        Date of     Issue                                       Redemption
        Issuance   (Maturity Date)      6/30/99    12/31/98     Dates
        November
        1996        9-1/4% TOPrS*                                On or after
                    (2026)            $74,600,000  $75,000,000   11/7/2001
        March
        1997        8-7/8% Preferred
                    Securities (2027)  70,000,000   75,000,000   On or after
                                                                 3/1/2007
        May
        1997        7-1/4% ROPES**
                    (2041)             75,000,000   75,000,000   Prior to
                                                                 9/28/2000 and
                                                               after 9/28/2001

   *  Trust Originated Preferred Securities
   ** Remarketed Par Securities

    In the first quarter of 1999 AAG repurchased $5.4 million of its preferred
    securities for $5.5 million in cash.

   AAG and AAG Holding effectively provide an unconditional guarantee of the
   Trusts' obligations.



                                        12

                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   J.      Stockholders' Equity

           The Company is authorized to issue 25,000,000 shares of Preferred
           Stock, par value $1.00 per share.

           At June 30, 1999, there were 3.0 million shares of AAG Common Stock
           reserved for issuance under AAG's stock option plans.  Under the
           plans, the exercise price of each option equals the market price of
           AAG Common Stock at the date of grant.  Options generally become
           exercisable at the rate of 20% per year commencing one year after
           grant.  All options expire ten years after the date of grant.

           "Retained earnings since January 1, 1993" reflects accumulated
           changes in AAG's retained earnings since its acquisition of GALIC.

           The change in net unrealized gains on marketable securities for the
           six months ended June 30 included the following (in millions):

                                                         1999
                                             Pretax     Taxes       Net
           Unrealized holding gains
           (losses) on securities
           arising during the period       ($170.7)     $58.4  ($112.3)
           Reclassification adjustment
           for investment gains realized
           in net income                      (1.5)       0.5     (1.0)
           Change in net unrealized gains
           on marketable securities        ($172.2)     $58.9  ($113.3)



                                                         1998
                                             Pretax     Taxes      Net
           Unrealized holding gains
           (losses) on securities
           arising during the period         $12.4     ($4.3)     $8.1
           Reclassification adjustment
           for investment gains realized
           in net income                      (2.6)      0.9      (1.7)
           Change in net unrealized gains
           on marketable securities           $9.8     ($3.4)     $6.4

   K.      Earnings Per Share

           The number of common shares outstanding used in calculating diluted
           earnings per share in the second quarter and first six months of
           1999 includes 0.7 million shares and 0.6 million shares,
           respectively, compared to 0.8 million shares for both of the same
           periods in 1998 for the effect of the assumed exercise of AAG's
           outstanding stock options.

   L.      Contingencies

           Other than as disclosed in "Legal Proceedings" in Part II of this
           report, there have been no significant changes to the matters
           discussed and referred to in Note N "Contingencies" in AAG's Annual
           Report on Form 10-K for 1998.



                                        13

                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   M.      Additional Information

           Statutory Information of Great American Life Insurance
           Company  Insurance companies are required to file financial
           statements with state insurance regulatory authorities
           prepared on an accounting basis prescribed or permitted by
           such authorities (statutory basis).  Certain statutory
           amounts for GALIC, AAG's primary insurance subsidiary, were
           as follows (in millions):

                                             June 30, December 31,
                                                1999         1998
                Capital and surplus           $353.1       $350.4
                Asset valuation reserve         69.8         62.6
                Interest maintenance reserve    17.9         20.6

                                           Six months ended June 30,
                                                1999         1998
                Pretax income from operations  $19.5        $38.7
                Net income from operations      14.8         30.8
                Net income                      15.0         29.1

             The amount of dividends which can be paid by GALIC without prior
             approval of regulatory authorities is subject to restrictions
             relating to capital and surplus and statutory net income.  Based
             on net income for the year ended December 31, 1998, GALIC may pay
             $35.6 million in dividends in 1999 without prior approval.

   N.      Subsequent Event

           In July 1999, AAG reached an agreement to acquire United
           Teacher Associates Insurance Company ("UTA") of Austin,
           Texas.  UTA provides retired and active teachers with
           supplemental health products and retirement annuities, and
           purchases blocks of insurance policies from other insurance
           companies.  Premiums in 1998 were approximately $85 million
           and statutory assets were approximately $210 million as of
           December 31, 1998.  Completion of the acquisition, which is
           expected to occur in the third quarter of 1999, is subject
           to certain conditions, including receipt of approval from
           the Texas Department of Insurance.

                                       14


                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
                 of Financial Condition and Results of Operations


   GENERAL

   American Annuity Group, Inc. ("AAG" or "the Company") and its subsidiary,
   AAG Holding Company, Inc., are organized as holding companies with nearly
   all of their operations being conducted by their subsidiaries.  These
   companies, however, have continuing expenditures for administrative
   expenses, corporate services, satisfaction of liabilities in connection with
   discontinued operations and for the payment of interest and principal on
   borrowings and stockholder dividends.

   Uncertainties
            Year 2000 Status   AAG's Year 2000 Project is a corporate-wide
   program designed to ensure that its computer hardware and software systems,
   telecommunications and other business activities function properly in the
   Year 2000.  The project also encompasses communicating with agents, vendors,
   financial institutions and others with which the Company conducts business
   to determine their Year 2000 readiness and resulting effects on AAG.  As
   part of the project, the Company is also developing contingency plans for
   the systems and procedures deemed most critical to the Company.  AAG's Year
   2000 Project is being coordinated by a team of individuals from a variety of
   disciplines in the organization which monitors the work being performed by
   the various business units and reports frequently to senior management.  The
   Company's internal audit staff reports at least quarterly to the Audit
   Committee of the Board of Directors on the Company's Year 2000 progress.

   To address its Year 2000 issue, AAG's operations have been divided into
   separate systems groups.  These groups have completed about 75% of the tests
   to be performed and were engaged primarily in test documentation activities.
   Testing efforts that remain include important segments of AAG's
   administrative systems.  Virtually all of these tests are expected to be
   complete in the third quarter, and documentation of those efforts will
   continue into the fourth quarter.

   Contingency plans provide a documented order of actions necessary to keep
   the Company's business functions operating and mitigate the extent of any
   potential disruptions.  The Company expects to substantially complete its
   contingency planning for all mission critical software applications
   and operational processes in the third quarter of 1999.  Contingency
   planning associated with less significant software applications and
   operational processes are expected to be completed by November 1, 1999.
   These plans will be tested through the balance of the year.

   Many of the systems which have been or are being replaced were planned
   replacements, which were accelerated due to Year 2000 considerations.  A
   significant portion of AAG's Year 2000 Project is being completed using
   internal staff.  Therefore, cost estimates for the Year 2000 Project do not
   represent solely incremental costs.  Since the beginning of 1997, AAG has
   incurred an estimated $21 million in Year 2000 costs, including capitalized
   costs of $14 million for new systems; the Company expensed $3.5 million in
   Year 2000 costs in 1998 and $3.6 million in the first six months of 1999.
   AAG estimates it will spend an additional $5 million in connection with the
   Year 2000 Project during the remainder of 1999, of which $3 million is
   expected to be expensed.  Projected Year 2000 costs and completion dates are
   based on management's best estimates.  There can be no assurance that these
   estimates will be achieved.



                                        15


                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   AAG believes it has reasonable plans in place to ensure business activities
   function properly in the Year 2000.  However, should software modifications
   and new software installations fail to function as expected, the resulting
   disruptions could have a material adverse impact on operations.  AAG's
   operations could also be materially adversely affected by the inability of
   third parties such as agents, vendors and policyholders' employers to also
   function properly in the Year 2000.

   Forward-Looking Statements   The Private Securities Litigation Reform Act of
   1995 encourages corporations to provide investors with information about the
   Company's anticipated performance and provides protection from liability if
   future results are not the same as management's expectations.  This document
   contains certain forward-looking statements that are based on assumptions
   which management believes are reasonable, but, by their nature, inherently
   uncertain.  Future results could differ materially from those projected.
   Factors that could cause such differences include, but are not limited to:
   changes in economic conditions, regulatory actions, the Year 2000 issue and
   competitive pressures.  AAG undertakes no obligation to update any forward-
   looking statements.

   LIQUIDITY AND CAPITAL RESOURCES

   Ratios   AAG's ratio of earnings to fixed charges continues to exceed 4
   times; its consolidated debt to capital ratio is 26%.  Consolidated debt
   includes the Company's notes payable and its Remarketed Par Securities
   ("ROPES").  Capital represents the sum of consolidated debt, redeemable
   preferred securities of subsidiary trusts and stockholders' equity
   (excluding unrealized gains on fixed maturity investments).

   AAG's proforma consolidated debt to capital ratio remains well under 20%.
   Proforma amounts assume unrestricted cash and marketable investments on hand
   at AAG (parent) have been used to reduce consolidated debt.

   The National Association of Insurance Commissioners' ("NAIC") risk-based
   capital ("RBC") formulas determine the amount of capital that an insurance
   company needs to ensure that it has an acceptable expectation of not
   becoming financially impaired.  At June 30, 1999, the capital ratios of each
   of AAG's principal insurance subsidiaries was at least 4.6 times its
   authorized control level RBC.

   Sources and Uses of Funds   To pay interest and principal on borrowings,
   obligations related to discontinued manufacturing operations and other
   holding company costs, AAG (parent) and AAG Holding use cash and investments
   on hand as well as capital distributions from their principal subsidiary,
   Great American Life Insurance Company ("GALIC").  At June 30, 1999, AAG
   (parent) had approximately $120 million of cash and investments on hand. The
   amount of capital distributions which can be paid by GALIC is subject to
   restrictions relating to statutory surplus and earnings.  The maximum amount
   of dividends payable by GALIC during the remainder of 1999 without prior
   regulatory approval is $35.6 million.

   In June 1998, AAG Holding retired $100 million of its bank line using
   proceeds from a public debt offering.

   In the first quarter of 1999, AAG repurchased $5 million of its preferred
   securities and $4 million of Common Stock using cash on hand and bank
   borrowings.


                                        16

                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   Including cash and investments on hand and the unused availability under a
   bank line of credit, AAG and AAG Holding had approximately $250 million of
   liquidity at June 30, 1999.  Based upon the current level of operations and
   anticipated growth, AAG believes that it will have sufficient resources to
   meet its liquidity requirements.

   Investments    AAG invests primarily in fixed income investments which,
   including loans and short-term investments, comprised 97% of its investment
   portfolio at June 30, 1999.  AAG generally invests in securities with
   intermediate-term maturities with an objective of optimizing interest yields
   while maintaining an appropriate relationship of maturities between AAG's
   assets and expected liabilities.

   The NAIC assigns quality ratings to publicly traded as well as privately
   placed securities.  At June 30, 1999, 91% of AAG's fixed maturity portfolio
   was comprised of investment grade bonds (NAIC rating of "1" or "2").
   Management believes that the high credit quality of AAG's investment
   portfolio should generate a stable and predictable investment return.

   At June 30, 1999, AAG's mortgage-backed securities ("MBSs") portfolio
   represented less than one-third of its fixed maturity investments.  AAG
   invests primarily in MBSs which have a lower risk of prepayment.  In
   addition, the majority of MBSs held by AAG were purchased at a discount.
   Management believes that the structure and discounted nature of the MBSs
   will reduce the effect of prepayments on earnings over the anticipated life
   of the MBS portfolio.

   Nearly 90% of AAG's MBSs are rated "AAA" with substantially all being
   investment grade quality.  The market in which these securities trade is
   highly liquid.  Aside from interest rate risk, AAG does not believe a
   material risk (relative to earnings or liquidity) is inherent in holding
   such investments.

   RESULTS OF OPERATIONS

   General  In September 1998, AAG sold its Funeral Services Division.
   Accordingly, certain 1999 income statement components are not comparable to
   1998.

   Pretax earnings from operations (before realized gains (losses), equity in
   results of affiliate, extraordinary item and accounting change) for the
   second quarter and first six months of 1999 were $28.7 million and $55.4
   million, respectively, compared to $28.6 and $54.1 million for the same
   periods in 1998.  On a diluted basis, net earnings from operations (before
   realized gains (losses), equity in earnings of affiliate, extraordinary item
   and accounting change) for the same periods were $0.46 per share and $0.89
   per share, respectively, compared to $0.43 per share and $0.83 per share.

   Retirement Products    The following table summarizes AAG's premiums for its
   retirement annuities (in millions).

                                        Three months ended   Six months ended
                                                June 30,          June 30,
                                                1999    1998     1999   1998
     Retirement Annuity Premiums:
        Single premium deferred annuities       $ 58    $ 69    $110    $121
        Flexible premium deferred annuities       42      51      83      96
        Variable annuities - single premium       38      16      73      29
        Variable annuities - flexible premium     12       4      24       8
          Total                                 $150    $140    $290    $254

                                        17


                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   Management believes that the performance of the stock market and the recent
   interest rate environment have resulted in decreased sales and persistency
   of traditional fixed annuities.  Sales of annuity products linked to the
   performance of the stock market (equity-indexed and variable annuities)
   helped offset this decrease.

   Life, Accident and Health Premiums   The following table summarizes AAG's
   life, accident and health premiums as shown in the Consolidated Income
   Statement (in millions).

                                         Three months ended  Six months ended
                                               June 30,          June 30,
                                                1999    1998    1999    1998
     Life, Accident and Health Premiums:
        Life insurance                           $17     $15     $35     $32
        Accident and health insurance              8       6      16      12
                                                  25      21      51      44
        Funeral Services Division                  -      27       -      51
                                                 $25     $48     $51     $95

   Net Investment Income   Net investment income decreased 6% in both the
   second quarter and first six months of 1999 compared to the same periods in
   1998 resulting primarily from less invested assets due to the sale of the
   Funeral Services Division.

   Realized Gains   Individual securities are sold from time to time as market
   opportunities appear to present optimal situations under AAG's investment
   strategies.

   Equity in Net Earnings of Affiliate   Equity in net earnings of affiliate
   represents AAG's proportionate share of the results of Chiquita Brands
   International.  Chiquita reported net income for the second quarter and
   first six months of 1999 of $7 million and $56 million, respectively,
   compared to $53 million and $94 million for the same periods in 1998.
   Included in equity in Chiquita's first six months of 1998 earnings are gains
   attributable to Chiquita's issuance of common stock.

   Annuity Benefits   Annuity benefits reflect amounts accrued on annuity
   policyholders' funds accumulated.  The majority of AAG's fixed rate annuity
   products permit AAG to change the crediting rate at any time (subject to
   minimum interest rate guarantees of 3% or 4% per annum).  As a result,
   management has been able to react to changes in market interest rates and
   maintain a desired interest rate spread.

   On its deferred annuities (annuities in the accumulation phase), AAG
   generally credits interest to policyholders' accounts at their current
   stated "surrender" interest rates.  Furthermore, for "two-tier" deferred
   annuities (annuities under which a higher interest amount can be earned if a
   policy is annuitized rather than surrendered), AAG accrues an additional
   liability to provide for expected deaths and annuitizations.  Changes in
   crediting rates, actual surrender and annuitization experience or
   modifications in actuarial assumptions can affect this accrual.

   On immediate annuities (annuities in the pay-out phase), interest is
   credited based on discount rates used at the time the policies are
   annuitized.  Discount rates are generally based on interest rates in effect
   at annuitization.


                                        18


                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   Annuity benefits decreased 8% in the second quarter and first six months of
   1999 compared to the same periods in 1998 due primarily to (i) decreases in
   crediting rates, (ii) changes in actuarial assumptions, (iii) the sale of
   the Funeral Services Division and (iv) decreased sales and persistency of
   fixed annuities.

   Insurance Acquisition Expenses   Insurance acquisition expenses include
   amortization of deferred policy acquisition costs ("DPAC") as well as
   certain marketing expenses and commissions on sales of life insurance
   products.  Insurance acquisition expenses also include amortization of the
   present value of future profits of businesses acquired.  The decrease in
   both the second quarter and first six months of 1999  compared to the same
   periods in 1998 reflects primarily the sale of the Funeral Services
   Division.

   Preferred Distributions and Interest Expenses   Trust preferred distribution
   requirements and interest and other debt expenses decreased 3% in the second
   quarter and first six months of 1999 compared to the same periods in 1998
   due primarily to lower preferred amounts and average borrowings outstanding.

   Other Expenses   Other expenses reflect (i) higher personnel costs and (ii)
   higher consulting expenses (due in part to Year 2000 preparation spending);
   these increases in 1999 were offset by the absence of expenses resulting
   from the sale of the Funeral Services Division.

   Extraordinary Item   Extraordinary item reflects AAG's losses, net of tax,
   on retirements of its debt.

   Accounting Change   In the first quarter of 1999, AAG implemented Statement
   of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up Activities."
   The SOP requires that costs of start-up activities be expensed as incurred
   and that unamortized balances of previously deferred costs be expensed and
   reported as the cumulative effect of a change in accounting principle.
   Accordingly, AAG expensed previously capitalized start-up costs of $4.7
   million (net of tax) in the first quarter of 1999.



                                      ITEM 3

            Qualitative and Quantitative Disclosure About Market Risk

   As of June 30, 1999, there were no material changes to the information
   provided in AAG's Form 10-K for 1998 under the caption "Exposure to Market
   Risk" in Management's Discussion and Analysis of Financial Condition and
   Results of Operations.


                                       19

                        AMERICAN ANNUITY GROUP, INC. 10-Q
                                     PART II
                                OTHER INFORMATION




                                      ITEM 1

                                Legal Proceedings

   GALIC was named a defendant in purported class action lawsuits (Woodward v.
   Great American Life Insurance Company, Hamilton County Court of Common
   Pleas, Case No. A9900587, filed February 2, 1999 and Marshak v. Great
   American Life Insurance Company, Harris County, Texas filed June 18, 1999).
   The complaints seek unspecified money damages (the Texas complaint also
   seeks declaratory relief) based on alleged (i) failure of GALIC to allow the
   tax-free transfer of the annuity value of certain annuities to other product
   providers, and (ii) misleading and fraudulent disclosures concerning GALIC's
   interest crediting practices.  The Texas complaint also alleges that the
   sale of annuities to tax qualified plans was inappropriate.  GALIC has not
   completed its review of the complaints but believes it has meritorious
   defenses.  However, it is too early to predict the ultimate outcome of these
   actions and their impact on the Company.


                                      ITEM 4

               Submissions of Matters to a Vote of Security Holders

   The Registrant's Annual Stockholders' Meeting was held May 18, 1999.
   Proxies were solicited pursuant to Regulation 14A under the Securities
   Exchange Act of 1934.  All of the nominees for director proposed by the
   Registrant were elected to the Board of Directors.

   The votes cast for, against, and the number withheld or abstentions as to
   each matter voted on at the 1999 Annual Meeting is set forth below:


                                For        Against       Withheld    Abstain
   Election of Directors:
     Carl H. Lindner        40,504,579         NA         14,014         NA
     S. Craig Lindner       40,504,825         NA         13,768         NA
     Robert A. Adams        40,507,769         NA         10,824         NA
     Ronald G. Joseph       40,507,993         NA         10,600         NA
     John T. Lawrence       40,507,081         NA         11,512         NA
     William R. Martin      40,507,040         NA         11,553         NA
     Ronald W. Tysoe        40,505,925         NA         12,668         NA



   NA - Not Applicable

                                        20

                        AMERICAN ANNUITY GROUP, INC. 10-Q
                                     PART II
                                OTHER INFORMATION


                                      ITEM 6

                         Exhibits and Reports on Form 8-K

   (a)   Exhibit 27 - Financial Data Schedule as of June 30, 1999.  For
         submission in electronic filing only.

   (b)   Report on Form 8-K - None





                                    Signature


   Pursuant to the requirements of the Securities Exchange Act of 1934, the
   Registrant has duly caused this report to be signed on its behalf by the
   undersigned duly authorized.

                                      American Annuity Group, Inc.


   August 13, 1999                    BY:/s/William J. Maney
                                         William J. Maney
                                         Senior Vice President, Treasurer
                                          and Chief Financial Officer


                                        21