SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 10-K/A
   
                          Amendment No. 1 to
    
         Annual Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934


For the Fiscal Year Ended                           Commission File
December 31, 1996                                   No. 1-11453


                    AMERICAN FINANCIAL GROUP, INC.


Incorporated under                                  IRS Employer I.D.
the Laws of Ohio                                    No. 31-1422526

            One East Fourth Street, Cincinnati, Ohio 45202
                            (513) 579-2121

Securities Registered Pursuant to Section 12(b) of the Act:
                                                Name of Each Exchange
   Title of Each Class                          on which Registered
   American Financial Group, Inc.:
   Common Stock                                 New York Stock Exchange

   American Financial Capital Trust I (Guaranteed by Registrant):
   9-1/8% Trust Originated Preferred Securities New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:  None

   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
   
   Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and need not be contained,
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [  ]
    
   As of March 1, 1997, there were 61,157,055 shares of the Registrant's 
Common Stock outstanding, excluding 18,666,614 shares owned by subsidiaries.  
The aggregate market value of the Common Stock held by non-affiliates at that
date, was approximately $1.3 billion (based upon non-affiliate holdings of 
35,312,072 shares and a market price of $37.50 per share.)
                             _____________

                 Documents Incorporated by Reference:
    
  Proxy Statement for the 1997 Annual Meeting of Shareholders
(portions of which are incorporated by reference into Part III hereof).
    
<PAGE>


                                ITEM 8
                                   
              Financial Statements and Supplementary Data


                                                         Page

Report of Independent Auditors                            F-1

Consolidated Balance Sheet:
   December 31, 1996 and 1995                             F-2

Consolidated Statement of Earnings:
   Years ended December 31, 1996, 1995 and 1994           F-3

Consolidated Statement of Cash Flows:
   Years ended December 31, 1996, 1995 and 1994           F-4

Notes to Consolidated Financial Statements                F-5


"Selected Quarterly Financial Data" has been included in Note N to the
Consolidated Financial Statements.


                                ITEM 9
                                   
      Changes in and Disagreements with Accountants on Accounting
                       and Financial Disclosure


   AFG filed a report on Form 8-K on August 29, 1995, reporting a
change in its independent auditors.  The report is incorporated herein
by reference.


                               PART III
   
   The information required by the following Items will be included
in AFG's definitive Proxy Statement for the 1997 Annual Meeting of
Shareholders which will be filed with the Securities and Exchange
Commission within 120 days after the end of Registrant's fiscal
year and is incorporated herein by reference.
    

   ITEM 10      Directors and Executive Officers of the Registrant


   ITEM 11      Executive Compensation


   ITEM 12      Security Ownership of Certain Beneficial Owners and Management


   ITEM 13      Certain Relationships and Related Transactions

                                33
<PAGE>    
    Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to be signed on
its behalf by the undersigned, duly authorized.


                                     AMERICAN FINANCIAL GROUP, INC.


                                     BY:s/Fred J. Runk
                                        Fred J. Runk
                                        Senior Vice President and
                                          Treasurer




Dated:  April 30, 1997