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
   September 30, 2000                                          No. 1-11632



                     GREAT AMERICAN FINANCIAL RESOURCES, INC.
                     (formerly 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 November 1, 2000, there were 42,289,406 shares of the Registrant's
   Common Stock outstanding.






                                   Page 1 of 19

   <PAGE>
                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q
                                      PART I
                              FINANCIAL INFORMATION

            GREAT AMERICAN FINANCIAL RESOURCES, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEET
                              (Dollars in millions)



                                              September 30, December 31,
                                                      2000         1999
   Assets
     Investments:
       Fixed maturities - at market
         (amortized cost - $6,084.8 and $6,073.2) $5,996.8   $5,946.7
       Equity securities - at market
         (cost - $24.7 and $43.6)                     50.6       72.3
       Investment in affiliate                        11.5       12.3
       Mortgage loans on real estate                  24.0       16.0
       Real estate                                    71.7       73.6
       Policy loans                                  214.6      217.2
       Short-term investments                         35.2       80.2
         Total investments                         6,404.4    6,418.3

     Cash                                             38.5       39.4
     Accrued investment income                        96.6       98.0
     Unamortized insurance acquisition costs, net    467.9      406.2
     Deferred taxes on unrealized losses              17.0       27.2
     Other assets                                    240.6      214.4
     Variable annuity assets (separate accounts)     576.5      354.4

                                                  $7,841.5   $7,557.9

   Liabilities and Capital
     Annuity benefits accumulated                 $5,473.1   $5,519.5
     Life, accident and health reserves              587.7      520.6
     Notes payable                                   152.1      201.3
     Payable to affiliates, net                       85.9       69.8
     Accounts payable, accrued expenses and other
       liabilities                                   156.7      147.0
     Variable annuity liabilities
       (separate accounts)                           576.5      354.4
         Total liabilities                         7,032.0    6,812.6

     Mandatorily redeemable preferred securities
       of subsidiary trusts                          217.9      219.6

     Stockholders' Equity:
       Common Stock, $1 par value
         -100,000,000 shares authorized
         - 42,289,406 and 42,374,086 shares
           outstanding                                42.3       42.4
       Capital surplus                               348.5      349.7
       Retained earnings                             232.5      186.5
       Unrealized losses on marketable securities,
         net                                         (31.7)     (52.9)
         Total stockholders' equity                  591.6      525.7

                                                  $7,841.5   $7,557.9

                                        2

   <PAGE>
                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

            GREAT AMERICAN FINANCIAL RESOURCES, INC. AND SUBSIDIARIES
                          CONSOLIDATED INCOME STATEMENT
                     (In millions, except per share amounts)

                                           Three months ended Nine months ended
                                                September 30,    September 30,
                                                  2000   1999      2000   1999



   Revenues:
     Life, accident and health premiums         $ 66.5 $ 25.2    $166.1 $ 73.9
     Net investment income                       129.5  128.7     379.3  371.5
     Realized gains (losses) on investments       18.5   (5.9)     14.8   (4.2)
     Other income                                 12.6    7.9      36.3   17.9
                                                 227.1  155.9     596.5  459.1
   Costs and Expenses:
     Annuity benefits                             72.2   66.4     203.8  195.0
     Life, accident and health benefits           50.7   17.3     124.3   52.2
     Insurance acquisition expenses               16.8   11.2      50.8   29.9
     Trust preferred distribution requirement      4.6    4.7      13.8   13.9
     Interest and other debt expenses              3.6    3.4      10.9    8.5
     Provision for litigation costs                 -      -       32.5     -
     Other expenses                               32.2   29.3      96.4   78.9
                                                 180.1  132.3     532.5  378.4

   Operating earnings before income taxes         47.0   23.6      64.0   80.7
   Provision for income taxes                     15.0    7.2      17.5   24.7

   Net operating earnings                         32.0   16.4      46.5   56.0

   Equity in earnings (loss) of affiliate,
     net of tax                                   (1.5)  (1.0)     (0.5)   0.2

   Income before accounting change                30.5   15.4      46.0   56.2
   Cumulative effect of accounting change,
     net of tax                                     -      -         -    (4.7)

   Net Income                                   $ 30.5 $ 15.4    $ 46.0 $ 51.5

   Basic earnings per common share:
     Income before accounting change             $0.72  $0.36     $1.09  $1.32
     Accounting change                              -      -         -   (0.11)
     Net income                                  $0.72  $0.36     $1.09  $1.21


   Diluted earnings per common share:
     Income before accounting change             $0.72  $0.35     $1.08  $1.30
     Accounting change                              -      -         -   (0.11)
     Net income                                  $0.72  $0.35     $1.08  $1.19

   Average number of common shares:
     Basic                                        42.3   42.4      42.3   42.4
     Diluted                                      42.8   43.1      42.7   43.1
                                        3
   <PAGE>
                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

            GREAT AMERICAN FINANCIAL RESOURCES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (In millions)

                                                  Nine months ended
                                                      September 30,
                                                    2000       1999
   Common Stock:
     Balance at beginning of period               $ 42.4     $ 42.6
     Common Stock retired                           (0.1)      (0.2)
       Balance at end of period                   $ 42.3     $ 42.4


   Capital Surplus:
     Balance at beginning of period               $349.7     $354.1
     Common Stock issued                             0.6        0.5
     Common Stock retired                           (1.8)      (4.6)



       Balance at end of period                   $348.5     $350.0



   Retained Earnings:
     Balance at beginning of period               $186.5     $131.9
     Net income                                     46.0       51.5
       Balance at end of period                   $232.5     $183.4


   Unrealized Gains (Losses), Net:
     Balance at beginning of period              ($ 52.9)    $160.1
     Change during period                           21.2     (162.8)
       Balance at end of period                  ($ 31.7)   ($  2.7)





   Comprehensive Income (Loss):
     Net income                                   $ 46.0     $ 51.5
     Other comprehensive income (loss)
       - change in net unrealized losses
       on marketable securities                     21.2     (162.8)
       Comprehensive income (loss)                $ 67.2    ($111.3)
                                        4
   <PAGE>
                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

            GREAT AMERICAN FINANCIAL RESOURCES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (In millions)

                                                      Nine months ended
                                                          September 30,
                                                         2000      1999
   Cash Flows from Operating Activities:
     Net income                                        $ 46.0    $ 51.5
     Adjustments:
       Cumulative effect of accounting change              -        4.7
       Equity in (earnings) loss of affiliate,
         net of tax                                       0.5      (0.2)
       Increase in life, accident and health reserves    67.1      27.6
       Benefits to annuity policyholders                203.8     195.0
       Amortization of insurance acquisition costs       50.8      29.9
       Depreciation and amortization                      6.8       5.5
       Realized (gains) losses on investments           (14.8)      4.2
       Increase in insurance acquisition costs         (106.8)    (87.0)
       Other, net                                        (4.5)     13.7
                                                        248.9     244.9

   Cash Flows from Investing Activities:
     Purchases of and additional investments in:
       Fixed maturity investments                      (580.8) (1,081.4)
       Equity securities                                 (3.1)     (6.3)
       Real estate, mortgage loans and other assets     (12.5)    (38.8)
     Purchase of subsidiaries                              -      (47.7)
       Cash and short-term investments of acquired
         subsidiaries                                      -       31.2
     Maturities and redemptions of fixed maturity
       investments                                      281.6     477.3
     Sales of:
       Fixed maturity investments                       296.4     492.9
       Equity securities                                 20.8      10.5
       Real estate, mortgage loans and other assets       1.1      39.3
     Decrease in policy loans                             2.5       3.3
                                                          6.0    (119.7)



   Cash Flows from Financing Activities:
     Fixed annuity receipts                             359.9     330.7
     Annuity surrenders, benefits and withdrawals      (564.5)   (518.7)
     Net transfers to variable annuity assets           (44.3)    (13.6)
     Additions to notes payable                           2.0      69.1
     Reductions of notes payable                        (51.2)     (0.6)
     Issuance of Common Stock                             0.6       0.5
     Retirement of Common Stock                          (1.9)     (4.8)
     Repurchase of trust preferred securities            (1.4)     (5.5)
                                                       (300.8)   (142.9)

   Net decrease in cash and short-term investments      (45.9)    (17.7)
   Beginning cash and short-term investments            119.6     133.0
   Ending cash and short-term investments              $ 73.7    $115.3

                                        5
   <PAGE>
                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   A. Description of the Company

      Great American Financial Resources, Inc. ("GAFRI" or "the Company"),
      formerly known as American Annuity Group, Inc., 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
      GAFRI's Common Stock at November 1, 2000.

   B. Accounting Policies

      Basis of Presentation  The accompanying Consolidated Financial
      Statements for GAFRI and its subsidiaries are unaudited; however,
      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 have been made to prior periods to conform to
      the current period's presentation.  All significant intercompany
      balances and transactions have been eliminated.  All acquisitions have
      been treated as purchases.  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 considered "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  GAFRI'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 GAFRI'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

                  GREAT AMERICAN FINANCIAL RESOURCES, 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 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

                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


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

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

      Variable Annuity Assets and Liabilities   Separate accounts related to
      variable annuities represent deposits invested in underlying investment
      funds on which GAFRI earns a fee.  The investment funds are selected and
      may be changed only by the policyholder.

      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  GAFRI 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 or loss without regard to temporary differences.  If
      GALIC's taxable income (computed on a statutory accounting basis)
      exceeds a current period net operating loss of GAFRI, the taxes payable
      or recoverable by GALIC associated with the excess are payable to or
      receivable from AFC.  If the AFC tax group utilizes any of GAFRI's net
      operating losses or deductions that originated prior to GAFRI's entering
      AFC's consolidated tax group, AFC will pay to GAFRI 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", GAFRI 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."

                                        8

                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


      Benefit Plans  GAFRI 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 GAFRI, is a trusteed, noncontributory plan for the benefit of the
      employees of GAFRI and its subsidiaries.  Contributions are
      discretionary by the directors of GAFRI and are charged against
      earnings in the year for which they are declared.  Qualified
      employees having vested rights in the plan are entitled to benefit
      payments at age 60.

      GAFRI 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   Prior to 1999, certain costs associated with
      introducing new products and distribution channels had been deferred and
      amortized on a straight-line basis over five years.  In 1999, GAFRI
      implemented Statement of Position ("SOP") 98-5, "Reporting on the Costs
      of Start-Up Activities."  The SOP required 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, GAFRI expensed
      previously capitalized start-up costs of $4.7 million (net of tax) or
      $0.11 per diluted share, effective January 1, 1999.

      Derivatives   The Financial Accounting Standards Board issued SFAS No.
      133, "Accounting for Derivative Instruments and Hedging Activities,"
      during the second quarter of 1998.  SFAS No. 133 establishes accounting
      and reporting standards for derivative instruments, including derivative
      instruments that are embedded in other contracts, and for hedging
      activities and must be implemented no later than January 1, 2001.  SFAS
      No. 133 requires the recognition of all derivatives (both assets and
      liabilities) in the balance sheet 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 GAFRI'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.

      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.

                                        9

                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   C. Acquisitions and Sale of Subsidiaries

      In October 1999, GAFRI acquired United Teacher Associates Insurance
      Company for $81 million in cash, pending post-closing adjustments under
      which GAFRI may receive as much as several million dollars.

      In July 1999, GAFRI acquired Consolidated Financial Corporation, an
      insurance agency, for approximately $21 million in cash.

      In February 1999, GAFRI acquired Great American Life Insurance Company
      of New York (formerly known as Old Republic Life Insurance Company of
      New York) for approximately $27 million in cash.

   D. Segments of Operations

      GAFRI operates in three major segments:  (i) retirement products, (ii)
      life, accident and health insurance and (iii) corporate and other.
      GAFRI's retirement product companies sell tax-deferred annuities to
      employees of primary and secondary educational institutions, hospitals
      and in the non-qualified markets.   Approximately one-fourth of GAFRI's
      retirement annuity premiums came from California in the first nine
      months of 2000.  No other state accounted for more than 10% of premiums.
      Sales from GAFRI's top two Managing General Agencies accounted for one-
      seventh of retirement annuity premiums in the first nine months of 2000.

      GAFRI'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 approximately one-fifth of GAFRI's
      life, accident and health premiums in the first nine months of 2000.

      Corporate and other consists primarily of GAFRI (parent) and AAG
      Holding.




                                        10
   <PAGE>
                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


      The following table shows GAFRI's revenues and operating profit (loss)
      by significant business segment (in millions):

                                         Three months ended  Nine months ended
                                              September 30,      September 30,
                                                2000   1999       2000    1999

       Revenues
       Retirement products                    $121.4 $123.7     $356.5  $349.5
       Life, accident & health:
         U.S.                                   70.3   18.8      175.0    61.1
         Puerto Rico                            14.7   13.8       43.7    40.9
       Corporate and other                       2.2    5.5        6.5    11.8
         Total operating revenues              208.6  161.8      581.7   463.3

       Realized gains (losses)                  18.5   (5.9)      14.8    (4.2)
         Total revenues per income statement  $227.1 $155.9     $596.5  $459.1


       Operating profit (loss) - pretax
       Retirement products                    $ 36.8 $ 33.4     $109.1 $ 94.1
       Life, accident & health:
         U.S.                                    2.3    1.3        3.2    5.4
         Puerto Rico                             2.5    2.3        6.7    6.6
       Corporate and other                     (13.1)  (7.5)     (37.3) (21.2)
         Pretax earnings from operations        28.5   29.5       81.7   84.9

       Provision for litigation costs             -      -       (32.5)    -
       Realized gains (losses)                  18.5   (5.9)      14.8   (4.2)
         Total pretax income per
            income statement                  $ 47.0 $ 23.6     $ 64.0 $ 80.7


   E. Investment in Affiliate

      Investment in affiliate reflects GAFRI's 4% ownership (2.7 million
      shares; carrying value of $11.5 million at September 30, 2000) 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 GAFRI's investment in Chiquita was approximately $8
      million at September 30, 2000, $13 million at December 31, 1999, and $5
      million at November 1, 2000.
                                        11

                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   F. Unamortized Insurance Acquisition Costs

      Unamortized insurance acquisition costs consisted of the following (in
      millions):

                                                September 30,December 31,
                                                        2000        1999

          Deferred policy acquisition costs           $513.9      $435.7
          Present value of future profits acquired     101.0       115.1
          Unearned revenues                           (147.0)     (144.6)
                                                      $467.9      $406.2

   G. Notes Payable

      Notes payable consisted of the following (in millions):

                                                September 30,December 31,
                                                        2000        1999

          Direct obligations of GAFRI                 $  2.0      $  2.2
          Obligations of AAG Holding
            (guaranteed by GAFRI):
            6-7/8% Senior Notes due 2008               100.0       100.0
            Bank Credit Line                            48.5        97.0
          Other subsidiary debt                          1.6         2.1
               Total                                  $152.1      $201.3

      AAG Holding has a floating rate revolving credit agreement with several
      banks under which it may borrow a maximum of $190 million through
      December 30, 2000.  The maximum amount available reduces quarterly
      through December 31, 2003.  At September 30, 2000, and December 31,
      1999, the weighted-average interest rate on amounts borrowed under AAG
      Holding's bank credit line was 7.19%  and 6.76%, respectively.


      At September 30, 2000, scheduled principal payments on debt for the
      remainder of 2000 and the subsequent five years were as follows (in
      millions):

              2000     2001      2002     2003     2004     2005
              $0.2     $0.7      $0.7    $49.1     $0.2     $0.2


                                        12

                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   H. 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)          9/30/00       12/31/99   Dates
   November 1996  9-1/4% TOPrS* (2026)   $72,912,500   $74,600,000  On or after
                                                                    11/7/2001

   March 1997     8-7/8% Preferred
                  Securities (2027)       70,000,000    70,000,000  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 six months of 2000, GAFRI repurchased $1.7 million of
           its preferred securities for $1.4 million in cash.

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

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

   I.      Stockholders' Equity

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

           At September 30, 2000, there were 4.0 million shares of GAFRI Common
           Stock reserved for issuance under GAFRI's stock option plans.  Under
           the plans, the exercise price of each option equals the market price
           of GAFRI 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.

           The change in net unrealized losses on marketable securities for the
           nine months ended September 30 included the following (in millions):

                                       2000                     1999
                              Pretax   Taxes     Net    Pretax  Taxes     Net
     Unrealized holding
     gains (losses) on
     securities arising
     during the period         $46.0  ($15.3)  $30.7   ($253.4) $87.1 ($166.3)

     Reclassification
     adjustment for
     investment losses
     (gains) realized in
     net income                (14.6)    5.1    (9.5)     5.4   (1.9)     3.5

     Change in net unrealized
     losses on marketable
     securities                $31.4  ($10.2)  $21.2  ($248.0) $85.2  ($162.8)

                                        13

                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   J.      Earnings Per Share

           The number of common shares outstanding used in calculating diluted
           earnings per share in the third quarter and first nine months of
           2000 includes 0.5 million shares and 0.4 million shares
           respectfully, compared to 0.7 million shares for both the same
           periods in 1999 for the effect of the assumed exercise of GAFRI's
           stock options.

   K.      Contingencies; Litigation Costs

           In the second quarter of 2000, the Company recorded a charge of
           $32.5 million for liabilities related to various litigation in which
           the Company or one of its subsidiaries is a defendant.  The charge
           represents amounts that the Company has already agreed to pay and
           estimates of the ultimate liability in certain cases not yet
           finalized.  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" of
           GAFRI's Annual Report on Form 10K for 1999.

   L.      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, GAFRI's primary insurance subsidiary,
           were as follows (in millions):

                                        September 30, December 31,
                                                2000         1999
                Capital and surplus           $392.8       $403.8
                Asset valuation reserve         69.5         66.5
                Interest maintenance reserve     3.0          9.8

                                   Nine months ended September 30,
                                                2000         1999
                Pretax income from operations  $64.1        $38.3
                Net income from operations      50.4         29.5
                Net income                      47.5         29.7

           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, 1999, GALIC may pay $40.4
           million in dividends in 2000 without prior approval.  In the first
           nine months of 2000, GALIC paid $40.0 million in dividends.

                                        14
   <PAGE>
                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

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


   GENERAL

   Great American Financial Resources, Inc. ("GAFRI" 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.

   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 and competitive
   pressures.  GAFRI undertakes no obligation to update any forward-looking
   statements.

   IT Initiative  In 1999, AFG initiated an enterprise-wide study of its
   Information Technology ("IT") resources, needs and opportunities (including
   those of GAFRI).  The initiative entails extensive effort and costs and has
   lead to substantial changes in the area, which should result in significant
   cost savings, efficiencies and effectiveness in the future.  While the costs
   (most of which will be expensed) precede the expected savings, management
   expects benefits to greatly exceed the costs incurred, all of which have been
   and will be funded through available working capital.

   LIQUIDITY AND CAPITAL RESOURCES

   Ratios  GAFRI's ratio of earnings to fixed charges before the provision for
   litigation costs continues to exceed 4 times; its consolidated debt to
   capital ratio is 23%.  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 (losses) on
   marketable securities).

   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 September 30, 2000, the capital ratio of
   GAFRI's principal insurance subsidiary exceeded 4.5 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, GAFRI (parent) and AAG Holding use cash and
   investments on hand, bank borrowings and capital distributions from their
   principal subsidiary, Great American Life Insurance Company ("GALIC").  The
   amount of capital distributions which can be paid by GALIC is subject to
   restrictions relating to statutory surplus and earnings.

   In the third quarter of 2000, GAFRI paid down approximately $50 million of
   its bank credit line.  At September 30, 2000, the Company had over $140
   million available under this line.

                                        15

                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

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


   Based upon the current level of operations and anticipated growth, GAFRI
   believes that it will have sufficient resources to meet its liquidity
   requirements.

   Investments    GAFRI invests primarily in fixed income investments which,
   including loans and short-term investments, comprised 98% of its investment
   portfolio at September 30, 2000.  GAFRI generally invests in securities with
   intermediate-term maturities with an objective of optimizing interest yields
   while maintaining an appropriate relationship of maturities between GAFRI's
   assets and expected liabilities.

   The NAIC assigns quality ratings to publicly traded as well as privately
   placed securities.  At September 30, 2000, 91% of GAFRI's fixed maturity
   portfolio was comprised of investment grade bonds (NAIC rating of "1" or
   "2").  Management believes that the high credit quality of GAFRI's
   investment portfolio should generate a stable and predictable investment
   return.

   At September 30, 2000, GAFRI's mortgage-backed securities ("MBSs") portfolio
   represented approximately one-third of its fixed maturity investments.
   GAFRI invests primarily in MBSs which have a lower risk of prepayment.  In
   addition, the majority of MBSs held by GAFRI 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.

   Approximately 90% of GAFRI'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, GAFRI does not believe a
   material risk (relative to earnings or liquidity) is inherent in holding
   such investments.

   RESULTS OF OPERATIONS

   General  The comparability of GAFRI's income statement is affected by the
   acquisitions of subsidiaries discussed in Footnote C to its financial
   statements.

   Net earnings from operations (before realized gains (losses), equity in
   earnings (loss) of affiliate, the provision for litigation costs and an
   accounting change) for the third quarter and first nine months of 2000 were
   $20.0 million and $58.0 million, respectively, compared to $20.2 million and
   $58.7 million for the same periods in 1999.  On a diluted basis, net
   earnings from operations (as defined above) were $0.47 per share and $1.36
   per share in each of the respective periods.

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

                                           Three months ended Nine months ended
                                                September 30,    September 30,
                                                  2000   1999      2000   1999
        Annuity Premiums:
        Single premium fixed rate annuities       $ 61   $ 61      $195   $172
        Flexible premium fixed rate annuities       29     28       111    110
        Single premium variable annuities           56     42       201    115
        Flexible premium variable annuities         19     11        55     35
                                                  $165   $142      $562   $432
                                        16
   <PAGE>
                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

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

   Sales of annuity products linked to the performance of the stock market
   (equity-indexed and variable annuities) were more than $18 million higher in
   the third quarter of 2000 compared to the same period in 1999 and
   approximately $106 million higher in the first nine months of 2000 compared
   to the same period in 1999.

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




                                           Three months ended Nine months ended
                                                September 30,    September 30,
                                                  2000   1999      2000   1999
        Premiums
        Life insurance                             $20    $17      $ 58    $50
        Accident and health insurance               46      8       108     24
                                                   $66    $25      $166    $74

        Benefits
        Life insurance                             $16    $14      $ 46    $41
        Accident and health insurance               35      3        78     11
                                                   $51    $17      $124    $52

   Net Investment Income   Net investment income increased 1% and 2% in the
   third quarter and first nine months of 2000, respectively, compared to the
   same period in 1999 due primarily to higher invested assets as a result of
   the acquisition of United Teacher Associates Insurance Company in the fourth
   quarter of 1999.

   Other Income   The increase in other income reflects an increase in fees
   earned on GAFRI's growing variable annuity and life business, revenues from
   companies acquired in the second half of 1999, increased surrender fees and
   higher revenues from GAFRI's brokerage subsidiary.

   Realized Gains   Individual securities are sold from time to time as market
   opportunities appear to present optimal situations under GAFRI's investment
   strategies.  Results for the three months ended September 30, 2000, include
   a pretax gain of $27.2 million resulting from the sale of GAFRI's investment
   in a company engaged in the production of ethanol.  GAFRI's investment was
   repurchased by the ethanol company, which following the repurchase, became
   wholly-owned by GAFRI's chairman.

   Equity in Earnings (Loss) of Affiliate   Equity in earnings (loss) of
   affiliate represents GAFRI's proportionate share of the results of Chiquita
   Brands International.  Chiquita reported net income (loss) for the third
   quarter and first nine months of 2000 of ($53.7 million) and ($6.0 million),
   respectively, compared to ($36.7 million) and $19.4 million in 1999.

   Annuity Benefits   Annuity benefits reflect amounts accrued on annuity
   policyholders' funds accumulated.  The majority of GAFRI's fixed rate
   annuity products permit GAFRI 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.

                                        17

                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

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


   On its deferred annuities (annuities in the accumulation phase), GAFRI
   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), GAFRI 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.

   Insurance Acquisition Expenses   Insurance acquisition expenses include
   amortization of deferred policy acquisition costs ("DPAC") as well as
   commissions on sales of life insurance products.  Insurance acquisition
   expenses also include amortization of the present value of future profits of
   businesses acquired amounting to $9.2 million in the first nine months of
   2000, up from $4.5 million in the first nine months of 1999 due to the
   October 1999 acquisition of United Teacher Associates Insurance Company.

   Interest and Other Debt Expenses   The increase in interest and other debt
   expenses in the third quarter and first nine months of 2000 compared to the
   same periods in 1999 is due primarily to amounts borrowed to fund
   acquisitions as well as higher interest rates on GAFRI's bank credit line.

   Provision for Litigation Costs  In the second quarter of 2000, the Company
   recorded a charge of $32.5 million for liabilities related to various
   litigation in which the Company or one of its subsidiaries is a defendant.
   The charge represents amounts that the Company has already agreed to pay and
   estimates of the ultimate liability in certain cases not yet finalized.  The
   most significant case included in this charge was a class action in which
   GALIC was a defendant.  In June 2000, GALIC executed a Memorandum of
   Understanding to settle this case.  See "Legal Proceedings" in Part II of
   this report.

   Other Expenses  The increase in other expenses reflects primarily the
   acquisition of companies in the second half of 1999.

   Income Taxes  The provision (credit) for income taxes reflects the effect of
   reductions in the valuation allowance associated with certain deferred tax
   assets.

   Cumulative Effect of Accounting Change   In the first quarter of 1999, GAFRI
   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, GAFRI expensed previously capitalized
   start-up costs of $4.7 million (net of tax) in the first quarter of 1999.

                                        18

   <PAGE>
                  GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q
                                     PART II
                                OTHER INFORMATION


                                      ITEM 1

                                Legal Proceedings

   In June 2000, GALIC entered into a Memorandum of Understanding to settle a
   purported class action lawsuit in which it was a defendant (Woodward v.
   Great American Life Insurance Company, Hamilton County Court of Common
   Pleas, Case No. A9900587, filed February 2, 1999).  In the settlement, GALIC
   agreed to (i) create a fund against which certain former policyholders can
   submit claims for reimbursement of a portion of surrender charges incurred,
   (ii) record lump-sum credits to certain annuities, and (iii) allow certain
   annuity holders to transfer their annuity value to other products issued by
   GALIC or its subsidiaries.  The complaint filed in the lawsuit had sought
   unspecified money damages 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 disclosures concerning GALIC's interest
   crediting practices.  The Company included a provision for $25 million in
   the charge for litigation costs taken in the quarter ended June 30, 2000 for
   the expected cost of this settlement.  The settlement is set for a fairness
   hearing in the trial court on November 29, 2000.

                                      ITEM 3

            Qualitative and Quantitative Disclosure About Market Risk

   As of September 30, 2000, there were no material changes to the other
   information provided in GAFRI's Form 10-K for 1999 under the caption
   "Exposure to Market Risk" in Management's Discussion and Analysis of
   Financial Condition and Results of Operations.

                                      ITEM 6

                         Exhibits and Reports on Form 8-K

   (a)   Exhibit 27 - Financial Data Schedule as of September 30, 2000.  For
         submission in electronic filing only.

   (b)   Report on Form 8-K

         Date of Report           Items Reported
         July 6, 2000             Agreement to settle class action lawsuit



   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.

                                      GREAT AMERICAN FINANCIAL RESOURCES, Inc.


   November 13, 2000                   BY:/s/William J. Maney
                                         William J. Maney
                                         Executive Vice President, Treasurer
                                          and Chief Financial Officer


                                        19