AMENDED ARTICLES OF INCORPORATION

                               OF

                 AMERICAN FINANCIAL CORPORATION



     FIRST.   The  name  of  the corporation  shall  be  AMERICAN
FINANCIAL CORPORATION (the "Corporation").

     SECOND.  The place in Ohio where its principal office is  to
be  located  is  the  City  of  Cincinnati  in  Hamilton  County,
Ohio 45202.

     THIRD.   The purpose for which the Corporation is  organized
shall  be  to engage in any lawful act or acts for which  corpora
tions may be formed under the Ohio General Corporation Law,  Ohio
Revised Code '1701.01 et seq..

     FOURTH.  The aggregate number of shares of stock  which  the
Corporation shall have authority to issue is Twenty-Eight Million
(28,000,000)  shares, which shall be divided  into  two  classes,
consisting of:

          (a)   Eight  Million  (8,000,000) shares  of  preferred
stock ("Preferred Shares") without par value; and

          (b)  Twenty Million (20,000,000) shares of common stock
("Common Shares") without par value.

                   PART ONE:  PREFERRED STOCK

     Clause  1.  Except  as otherwise provided  by  this  Article
Fourth or by the amendment or amendments adopted by the Board  of
Directors  providing  for the issue of any  series  of  Preferred
Shares,  the Preferred Shares may be issued at any time  or  from
time  to  time  in  any amount, not exceeding in  the  aggregate,
including  all  shares of any and all series thereof  theretofore
issued,   the   Eight   Million  (8,000,000)   Preferred   Shares
hereinabove  authorized,  as Preferred  Shares  of  one  or  more
series,   as   hereinafter  provided,   and   for   such   lawful
consideration as shall be fixed from time to time by the Board of
Directors.

     Four  Million (4,000,000) Preferred Shares shall have voting
rights as provided in Clause 2 of this Part One of Article Fourth
(collectively,  "Voting  Preferred Shares").   Two  Million  Nine
Hundred  Thousand (2,900,000) Voting Preferred  Shares  shall  be
designated  "Series J Preferred Stock" and shall have the  voting
rights,    designations,   powers,   preferences   and    related
participating,  optional  and  other  special  rights   and   the
qualifications, limitations or restrictions thereof set forth  in
Part Two of this Article Fourth.
<PAGE>
     Four  Million  (4,000,000) Preferred Shares  shall  have  no
voting  power whatsoever, except as may be otherwise provided  by
law  or  except  as  may arise upon a default, failure  or  other
contingency (collectively, "Non-Voting Preferred Shares").

     All  shares of any one series of Preferred Shares  shall  be
alike   in  every  particular,  each  series  thereof  shall   be
distinctively designated by letter or descriptive words, and  all
series of Preferred Shares shall rank equally and be identical in
all  respects  except as provided above with  respect  to  Voting
Preferred  Shares and Non-Voting Preferred Shares or as permitted
by the provisions of Clause 2 of this Part One of Article Fourth.

     Clause 2. Authority is hereby expressly granted to the Board
of  Directors  from  time to time to adopt  amendments  to  these
Articles of Incorporation providing for the issue in one or  more
series  of  any  unissued  or  treasury  Preferred  Shares,   and
providing,  to the fullest extent now or hereafter  permitted  by
the  laws of the State of Ohio and notwithstanding the provisions
of  any  other Article of these Articles of Incorporation of  the
Corporation, in respect of the matters set forth in the following
subdivisions  (i) to (x), inclusive, as well as any other  rights
or matters pertaining to such series:

          (i)   The  designation and number  of  shares  of  such
series;

          (ii)  With respect to the Voting Preferred Shares only,
     voting  rights  (to  the  fullest extent  now  or  hereafter
     permitted by the laws of the State of Ohio);

          (iii)      With  respect  to the  Non-Voting  Preferred
     Shares only, voting rights upon a default, failure or  other
     contingency;

          (iv)  The dividend rate or rates of such series  (which
     may  be  a  variable or adjustable rate  and  which  may  be
     cumulative);

          (v)  The dividend payment date or dates of such series;

          (vi) The price or prices at which shares of such series
     may be redeemed;

          (vii)     The amount of the sinking fund, if any, to be
     applied  to  the  purchase or redemption of shares  of  such
     series and the manner of its application;

          (viii)     The  liquidation price  or  prices  of  such
     series;

          (ix) Whether or not the shares of such series shall  be
     made  convertible into, or exchangeable for, shares  of  any
     other  class or classes or of any other series of  the  same
     class of stock of the Corporation or any other property, and
     if made so convertible or exchangeable, the conversion price
     or prices, or the rates of exchange at which such conversion
     or exchange may be made and the adjustments thereto, if any;
     and
<PAGE>
          (x)   Whether or not the issue of any additional shares
     of  such  series  or any future series in addition  to  such
     series shall be subject to any restrictions and, if so,  the
     nature of such restrictions.

Any  of  the voting rights (with respect to the Voting  Preferred
Shares  only),  voting rights upon a default,  failure  or  other
contingency  (with  respect  to the Non-Voting  Preferred  Shares
only),  dividend rate or rates, dividend payment date  or  dates,
redemption rights and price or prices, sinking fund requirements,
liquidation  price or prices, conversion or exchange  rights  and
restrictions  on  issuance  of  shares  of  any  such  series  of
Preferred  Shares  may, to the fullest extent  now  or  hereafter
permitted  by  the laws of the State of Ohio, be  made  dependent
upon  facts ascertainable outside these Articles of Incorporation
or outside the amendment or amendments providing for the issue of
such  Preferred Shares adopted by the Board of Directors pursuant
to  authority expressly vested in it by this Article Fourth.   If
the  then-applicable laws of the State of Ohio do not permit  the
Board of Directors to fix, by the amendment creating a series  of
Voting  Preferred  Shares, the voting rights of  shares  of  such
series, each holder of a share of such series of Voting Preferred
Shares  shall,  except as may be otherwise provided  by  law,  be
entitled  to  one  (1)  vote for each share of  Voting  Preferred
Shares of such series held by such holder.

     Clause  3.  Before any dividends shall be declared  or  paid
upon or set apart for, or distribution made on, the Common Shares
and before any sum shall be paid or set apart for the purchase or
redemption  of  Preferred Shares of any series,  except  for  any
series  that may be established as senior to or having preference
over the terms of any other series, whether or not outstanding at
the  time  of  adoption of the amendment creating such  Preferred
Series  by  the  Board of Directors, or for the purchase  of  the
Common  Shares,  the holders of Preferred Shares of  each  series
shall  be entitled to receive, if and when declared by the  Board
of  Directors,  dividends at the rate or  rates  fixed  for  such
series  in accordance with the provisions of this Article Fourth,
and no more, from the dividend payment date of, or next preceding
the  date of, issue thereof, payable on the payment date or dates
fixed from time to time by the Board of Directors.

     Clause  4.  After  full  dividends  as  aforesaid  upon  the
Preferred  Shares of all series then outstanding shall have  been
paid  for  all  past dividend periods, and after or  concurrently
with  making  payment of or provision for full dividends  on  the
Preferred  Shares of all series then outstanding for the  current
dividend period, then and not otherwise dividends may be declared
upon the Common Shares at such rate as the Board of Directors may
determine  and no holders of any series of the Preferred  Shares,
as such, shall be entitled to share therein.
<PAGE>
     Clause 5. If upon any dissolution, liquidation or winding up
of  the Corporation or reduction of its capital stock, the assets
so  to  be distributed among the holders of the Preferred  Shares
pursuant  to  the  provisions of this Article Fourth  or  of  the
amendment or amendments providing for the issue of such Preferred
Shares  adopted by the Board of Directors pursuant  to  authority
expressly  vested  in  it  by  this  Article  Fourth   shall   be
insufficient to permit the payment to such holders  of  the  full
preferential  amounts  aforesaid,  the  entire  assets   of   the
Corporation shall be distributed ratably among the holders of the
Preferred  Shares in proportion to the full preferential  amounts
to  which they are respectively entitled as in proportion to  the
full preferential amounts to which they are respectively entitled
as  aforesaid.   After payment to the holders  of  the  Preferred
Shares  of  the  full preferential amounts hereinbefore  provided
for, the holders of the Preferred Shares, as such, shall have  no
right  or claim to any of the remaining assets of the Corporation
and  the  remaining assets to be distributed, if  any,  shall  be
distributed to the holders of the Common Shares.

     Clause 6. The term "accrued dividends", whenever used herein
with  respect to the Preferred Shares of any series,  means those
amounts  which would have been paid as dividends on the Preferred
Shares  of  such  series  to date had full  dividends  been  paid
thereon  at the rate and on the dates fixed for payment for  such
series  in accordance with the provisions of this Article Fourth,
less  in  each  case the amount of all dividends  paid  upon  the
shares of such series and the dividends deemed to have been  paid
as provided in Clause 3 of this Part One of Article Fourth.

     Clause  7.  Preferred  Shares  of  any  series  redeemed  or
purchased  by  the Corporation shall be retired and canceled  and
shall  not  be  reissued  by  the  Board  of  Directors  of   the
Corporation and shall be restored to the status of authorized but
unissued  Preferred Shares.  The Board of Directors  shall,  upon
the redemption or repurchase of all the outstanding shares of any
series  of Preferred Shares, adopt an amendment to these Articles
of  Incorporation to eliminate all references to  the  shares  of
such   series  of  Preferred  Shares  and  to  make  such   other
appropriate changes as are required by such elimination.

<PAGE>
               PART TWO: SERIES J PREFERRED STOCK

     Pursuant to the Amended and Restated Merger Agreement  dated
October 3, 1997 pursuant to which AFC Acquisition Corp., a wholly-
owned  subsidiary of the Corporation, shall merge with  and  into
the  Corporation ("Merger"), the Articles of Incorporation of the
Corporation are amended and restated as of the Effective Time  of
the  Merger, thereby providing, among other things, for the issue
of  a  series  of  Preferred Shares of the Corporation  from  the
Corporation's class of Four Million (4,000,000) shares of  Voting
Preferred  Shares, without par value, to be designated "Series  J
Preferred  Stock"  ("Series J Preferred Stock"),  such  issue  to
consist  of  up  to Two Million Nine Hundred (2,900,000)  shares,
which  number  of shares may be increased or decreased  (but  not
below the number of shares thereof then outstanding) from time to
time by the Board of Directors, and to the extent that the voting
rights,    designations,   powers,   preferences   and   relative
participating,   optional  or  other  special  rights   and   the
qualifications,  limitations  or restrictions  of  the  Series  J
Preferred Stock are not stated and expressed in these Articles of
Incorporation, the Board of Directors does hereby fix and  herein
state  and  express  the  voting  rights,  designations,  powers,
preferences and relative participating, optional or other special
rights   and  the  qualifications,  limitations  or  restrictions
thereof,  as follows (all terms used herein which are defined  in
these  Articles  of  Incorporation shall be deemed  to  have  the
meanings provided therein):

     1.  Voting.  Except as provided below in Paragraph 5 of this
Part  Two  of  Article  Fourth, holders of  shares  of  Series  J
Preferred  Stock are entitled to one (1) vote per  share  on  all
matters to be voted upon by shareholders of the Corporation, with
holders of the Corporation's Common Shares, and not as a separate
class.

     2.  Dividends.  The holders of the Series J Preferred  Stock
shall  be entitled to receive, when, as, and if declared  by  the
Board of Directors and out of the assets of the Corporation which
are  by  law  available for the payment of dividends,  cumulative
preferential dividends in the manner and at the rates  set  forth
below.  Each of said shares shall have an annual dividend rate of
$2.00  and no more.  Dividends shall be payable in equal payments
of  $1.00 per share semi-annually on May 1 and November 1 of each
year  to  holders  of  record as of the preceding  April  15  and
October 15.

        Dividends on shares of Series J Preferred Sock  shall  be
paid in cash.
<PAGE>
        No  dividend  or other distribution whatsoever  shall  be
declared  or  paid upon or set apart for any class  of  stock  or
series thereof ranking junior to the Series J Preferred Stock  as
to the payment of dividends, nor shall any shares of any class of
stock  or series thereof ranking junior to the Series J Preferred
Stock as to payment of dividends be redeemed or purchased by  the
Corporation  or any subsidiary thereof, nor shall any  moneys  be
paid  to  or made available for a sinking fund for the redemption
or purchase of any shares of any class of stock or series thereof
ranking  junior to the Series J Preferred Stock as to payment  of
dividends,  unless  in  each  instance,  full  dividends  on  all
outstanding  shares  of Series J Preferred  Stock  for  all  past
dividend periods shall have been paid at the rate fixed therefor.

        Dividends  upon  shares of the Series J  Preferred  Stock
shall  be payable by check to the registered holders of Series  J
Preferred Stock at the address set forth in the books and records
of  the  Corporation  or  any  transfer  agent  and/or  registrar
appointed for the Series J Preferred Stock and shall commence  to
accrue and be cumulative from their respective dates of issuance.

     3. Rights on Liquidation or Cash-Out Merger.

     A. (1)    Upon the liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary,
holders  of shares of Series J Preferred Stock shall be  entitled
to  receive,  out  of  assets  of the Corporation  available  for
distribution   to   stockholders  after  satisfying   claims   of
creditors, a liquidating distribution in the amount of $25.00 per
share,  which shall be the liquidation preference of such shares,
plus  an amount equal to accrued dividends on each such share  to
and  including the date fixed for payment of Series  J  Preferred
Stock, and no more.

        (2)    Such  amount shall be paid to the holders  of  the
Series J Preferred Stock prior to any distribution or payment  to
the  holders  of  any  class of stock or series  thereof  ranking
junior  to  the  Series  J  Preferred Stock  in  the  payment  of
dividends  or distributions of assets on liquidation, dissolution
or winding up of the affairs of the Corporation.

        (3)   After the payment to holders of shares of Series  J
Preferred   Stock   of  the  full  amount  of   the   liquidating
distributions to which they are entitled pursuant to  the  second
next  preceding  sentence, holders of  the  shares  of  Series  J
Preferred Stock (in their capacity as such holders) shall have no
right or claim to any of the remaining assets of the Corporation.
<PAGE>
     B. In any merger or consolidation of the Corporation with or
into  any other corporation, including any person (including  any
individual,   partnership,  corporation,  trust,   unincorporated
association,  joint venture or other entity)  controlled  by,  in
control   of,  or  under  common  control  with  the  Corporation
("Affiliate"),  or  a  merger  or  consolidation  of  any   other
corporation,   including  any  Affiliate,  with   or   into   the
Corporation, which merger or consolidation by its terms  provides
for the payment of only cash to holders of the Series J Preferred
Stock,  each holder of Series J Preferred Stock shall be entitled
to  receive an amount equal to the liquidation preference of  the
shares  of Series J Preferred Stock held by such holder, plus  an
amount equal to accrued dividends on such shares to and including
the  date  of payment thereof, and no more, in exchange for  such
shares of Series J Preferred Stock (a "Cash-Out Merger").

     C.  Neither  the sale, lease or exchange (for  cash,  stock,
securities or other consideration) of all or substantially all of
the  property  and assets of the Corporation, nor the  merger  or
consolidation  of  any  other  corporation  with  or   into   the
Corporation,  nor the merger or consolidation of the  Corporation
with  or  into  any other corporation, shall be deemed  to  be  a
dissolution,  liquidation or winding up of  the  affairs  of  the
Corporation, voluntary or involuntary, for the purposes  of  this
Paragraph  3  of  Part Two of Article Fourth; provided,  however,
that  any Cash-Out Merger shall be deemed to be a liquidation  of
the Corporation solely for purposes of determining the rights  of
the  holders of shares of Series J Preferred Stock in respect  of
such Cash-Out Merger.

     D.  If  upon liquidation, dissolution or winding up  of  the
affairs of the Corporation, whether voluntary or involuntary, the
assets  of  the  Corporation available for  distribution  to  the
holders of Series J Preferred Stock and any other preferred stock
of the Corporation, ranking upon liquidation on a parity with the
Series J Preferred Stock (the "Liquidation Preferred"), shall  be
insufficient   to   pay  the  full  amount  of  the   liquidating
distributions  to which holders of Series J Preferred  Stock  are
entitled  pursuant to Paragraph 3A of this Part  Two  of  Article
Fourth  and  liquidating distributions to which  holders  of  the
Liquidation  Preferred are entitled, then such  assets  shall  be
distributed  among  the holders of Series J Preferred  Stock  and
Liquidation Preferred ratably in proportion to the full amount of
distributions  to which each holder of Series J  Preferred  Stock
and Liquidation Preferred would have been entitled.
<PAGE>
     4.   Redemption.

     A.  Optional Redemption.  The Corporation shall not have the
right  to  redeem  any shares of Series J Preferred  Stock  until
December  2,  2005.  Thereafter, the Corporation shall  have  the
right,  at  its  option,  and  by  resolution  of  its  Board  of
Directors, upon notice as required by Paragraph 4B of  this  Part
Two of Article Fourth, to redeem the Series J Preferred Stock out
of  funds  legally available therefor, as a whole or in part,  at
the redemption prices set forth below, plus all accrued dividends
thereon  to  the  date fixed for redemption (against  receipt  of
certificates evidencing the shares redeemed), if redeemed  during
the  twelve  month period beginning on December 2  of  the  years
indicated:

               Year           Amount Per Share
               2005                 $25.75
               2006                 $25.375
               2007 and thereafter  $25.00

     B.   Notice   of  Redemption.   Notice  of  any   redemption
specifying  the date fixed for said redemption shall  be  mailed,
postage prepaid, at least 25 days but not more than 60 days prior
to said redemption date to the holders of record of the Series  J
Preferred  Stock to be redeemed at their respective addresses  as
the same shall appear on the books and records of the Corporation
or any transfer agent and/or registrar for the Series J Preferred
Stock.   If  less  than  all  of the  Series  J  Preferred  Stock
outstanding  is to be redeemed, the Corporation shall  select  by
lot  those  shares which are to be redeemed.  If such  notice  of
redemption  shall  have been mailed, and  if  on  or  before  the
redemption date specified in such notice all funds necessary  for
such  redemption  shall have been set aside  by  the  Corporation
separate and apart from its other funds, in trust for the account
of  the holders of the shares so to be redeemed, so as to be  and
continue  to  be  available therefor, then,  on  and  after  said
redemption date, notwithstanding that any certificate for  shares
of  the  Series J Preferred Stock so called for redemption  shall
not   have   been  surrendered  for  cancellation,   the   shares
represented thereby so called for redemption shall be  deemed  to
be  no longer outstanding, the right to receive dividends thereon
shall cease to accrue, and all rights with respect to such shares
of  the  Series J Preferred Stock so called for redemption  shall
forthwith  cease and terminate, except for the right  to  receive
the amount set aside in trust for redemption thereof, but without
interest.

     5.  Rights in the Event of Dividend Arrearage; Class  Voting
Rights.   In addition to the voting rights set forth in Paragraph
1  of  this  Part  Two  of Article Fourth, holders  of  Series  J
Preferred Stock shall have the voting rights set forth below:
<PAGE>
     A.  If at any time the Corporation shall not have paid  full
dividends  for  each  of  four  or more  consecutive  semi-annual
dividends  payable  on the Series J Preferred Stock  pursuant  to
Paragraph  2  hereof,  the number of directors  constituting  the
Board  of Directors of the Corporation shall be increased by  two
and  the  holders of the Series J Preferred Stock shall have  the
right,  voting as one class, to elect the directors to fill  such
newly  created  directorships.  This right  shall  remain  vested
until all accrued dividends on any Series J Preferred Stock  have
been  paid, or declared and set apart for payment, at which  time
(i)  the right to so elect directors shall terminate (subject  to
revesting  in  the  case of any subsequent default  of  the  kind
described  above); (ii) the term of the directors then in  office
elected by such holders shall terminate; and (iii) the number  of
directors  constituting the Board of Directors of the Corporation
shall  be  reduced by the number of directors  by  which  it  was
increased pursuant to this subparagraph.

        Whenever  such  right  shall vest, it  may  be  exercised
initially  either  at  a  special  meeting  of  holders  of  such
preferred  stock  or  at  any annual stockholders'  meeting,  but
thereafter  it may be exercised at stockholders' meetings  called
for the purpose of electing directors.  A special meeting for the
exercise  of such right shall be called by the Secretary  of  the
Corporation as promptly as possible, and in any event  within  10
days after receipt of a written request signed by the holders  of
record  of  at  least  50%  of  the outstanding  shares  of  such
preferred   stock.   Notwithstanding  the  provisions   of   this
subparagraph  5A  of  this Part Two of Article  Fourth,  no  such
special  meeting shall be held during the 90-day period preceding
the date regularly fixed for the annual meeting of stockholders.

        Any  director who shall have been elected by the  holders
of Series J Preferred Stock shall hold office for a term expiring
(subject   to  the  earlier  termination  of  the  arrearage   in
dividends)  at  the next annual meeting of stockholders.   During
such  term  such  directors may be removed at any  time,  without
cause,  by, and only by, the affirmative votes of the holders  of
record  of  a  majority of the outstanding  shares  of  Series  J
Preferred  Stock given at a special meeting of such  stockholders
called for the purpose, except as otherwise provided by Ohio  law
with respect to cumulative voting rights.  Any vacancy created by
such  removal may also be filled at such meeting.  A meeting  for
the  removal  of a director elected by the holders  of  Series  J
Preferred  Stock  and the filling of the vacancy created  thereby
shall  be  called by the Secretary of the Corporation  within  10
days after receipt of a written request signed by the holders  of
record  of  at  least  50%  of  the outstanding  shares  of  such
preferred stock.
<PAGE>
        Any  vacancy  caused  by the death or  resignation  of  a
director who shall have been elected by the holders of the Series
J Preferred Stock may be filled by the remaining director elected
under  these provisions, or if none,  by the holders of Series  J
Preferred  Stock  at  a meeting called for  such  purpose.   Such
meeting  shall  be called by the Secretary of the Corporation  at
the earliest practicable date after any such death or resignation
and  in  any  event  within 10 days after receipt  of  a  written
request  signed by the holders of record of at least 50%  of  the
outstanding shares of such preferred stock.

        At  such  meeting, the presence in person or by proxy  of
the holders of a majority of the outstanding shares of the Series
J  Preferred  Stock,  as the case may be, shall  be  required  to
constitute  a quorum; in the absence of a quorum, a  majority  of
the holders of the Series J Preferred Stock present in person  or
by proxy shall have the power to adjourn the meeting from time to
time  without  notice, other than announcement  at  the  meeting,
until a quorum shall be present.
     B.  Any  action requiring the vote of the Series J Preferred
Stock  voting separately as a class under Ohio law shall be taken
by  the  affirmative vote of the holders of a two-thirds of  such
class or, if permitted by Ohio law, by the affirmative vote of  a
majority of such class.

     FIFTH.   No  holder of any shares of this Corporation  shall
have  any  preemptive rights to subscribe for or to purchase  any
shares  of this Corporation of any class, whether such shares  or
such  class  be  now or hereafter authorized, or to  purchase  or
subscribe  for securities convertible into, or exchangeable  for,
shares  of any class or to which shall be attached or appertained
any  warrants or rights entitling the holder thereof to  purchase
or subscribe for shares of any class.

     SIXTH.   This  Corporation, through its Board of  Directors,
shall have the right and power to purchase any of its outstanding
shares  at  such price and upon such terms as may be agreed  upon
between the Corporation and any selling shareholder.

     SEVENTH.   The affirmative vote of shareholders entitled  to
exercise a majority of the voting power of this Corporation shall
be  required  to  amend these Articles of Incorporation,  approve
mergers  and  to  take  any other action which  by  law  must  be
approved  by  a specified percentage of the voting power  of  the
Corporation or all outstanding shares entitled to vote.

     EIGHTH.   The  provisions of Ohio Revised Code '1701.831  or
any  successor provisions relating to control share  acquisitions
shall not be applicable to this Corporation.

     NINTH.  The provisions of Ohio Revised Code Chapter 1704  or
any  successor provisions relating to the transactions  involving
interested  shareholders shall not be applicable  to  this  Corpo
ration.

     TENTH.   No  shareholder  shall  have  the  right  to   vote
cumulatively in the election of directors.
<PAGE>
     ELEVENTH.  These Amended Articles of Incorporation take  the
place of and supersede the existing Articles of Incorporation  as
heretofore amended and restated.