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. 1-8013
                                      
                                      
                    AMERICAN FINANCIAL ENTERPRISES, INC.
                                      
                                      
Incorporated under                             IRS Employer I.D.
the Laws of Connecticut                        No. 31-0996797



               One East Fourth Street, Cincinnati, Ohio 45202
                               (513) 579-2172
                                      
                                      
                                      
                                      
   

              This Form 10-K/A provides information required by
                     Items 10, 11, 12 & 13 of Form 10-K.


    


<PAGE>
                                  PART III


ITEM 10.       Directors and Executive Officers of the Registrant.

   

         The   directors   and  executive  officers  of  American   Financial
Enterprises, Inc. ("AFEI") are:

<TABLE>
<CAPTION>
                                                                                   Director or
                                                                                   Officer
Name                       Age*      Position                                      Since
------------------         ----      -----------------------------------           -----------
<S)                        <C>       <C>                                           <C>
Carl H. Lindner            77        Chairman of the Board and President           1980
Julius S. Anreder          63        Director                                      1980
James E. Evans             51        Director, Vice President and
                                       General Counsel                             1980
Robert D. Lindner          76        Director                                      1980
Thomas E. Mischell         49        Vice President                                1986
Fred J. Runk               54        Director, Vice President
                                      and Treasurer                                1980
Ronald F. Walker           58        Director                                      1980

*As of March 31, 1997

</TABLE>

        Carl  H.  Lindner has been Chairman of the Board and Chief  Executive
Officer  of  AFG for more than five years.  During the past five  years,  Mr.
Lindner  has also been Chairman of the Board and Chief Executive  Officer  of
AFC   and   APU,  diversified  financial  services  companies  which   became
subsidiaries of AFG as a result of Mergers occurring in April  1995.   He  is
also  Chairman  of  the Board of Directors of American  Annuity  Group,  Inc.
("AAG") and Chiquita Brands International, Inc. ("Chiquita").

        Julius  S. Anreder is a partner of Oscar Gruss & Son, the controlling
shareholder of Oscar Gruss & Son, Inc., a New York based member firm  of  the
New  York Stock Exchange.  Mr. Anreder has served as Vice President of  Oscar
Gruss & Son, Inc. for more than five years.

        James  E. Evans is Senior Vice President and General Counsel of  AFG.
He  has served as Vice President and General Counsel of AFEI and AFC for more
than five years.  Mr. Evans is also a director of AFG, AFC and APU.




                                    - 2 -
<PAGE>


       Robert D. Lindner, for more than five years, has served as Chairman of
the Board of United Dairy Farmers, Inc. which, among other things, is engaged
through  subsidiaries  in dairy processing and the operation  of  convenience
stores.

        Thomas  E.  Mischell is Senior Vice President-Taxes of AFG.   He  has
served as a Vice President of AFEI and AFC for over five years.

        Fred  J. Runk is Senior Vice President and Treasurer of AFG.  He  has
served  as  Vice President and Treasurer of AFEI and AFC for more  than  five
years.  He is also a director of Chiquita.

        Ronald  F. Walker served as President and Chief Operating Officer  of
AFC  for more than five years prior to his resignation from that position  in
April  1995.   He  is  currently Vice Chairman of  Great  American  Insurance
Company,  an  AFC  subsidiary, and serves on the board of directors  of  AAG,
Chiquita and Tejas Gas Company.

       Carl H. Lindner and Robert D. Lindner are brothers.

        In  December  1993,  Great  American  Communications  Company,  which
subsequently  changed its name to Citicasters Inc., completed a comprehensive
financial  restructuring that included a prepackaged plan  of  reorganization
filed  in  November  of  that year under Chapter 11 of the  Bankruptcy  Code.
Messrs.   Carl H. Lindner, Mischell and Runk had been executive  officers  of
that company within two years before its bankruptcy reorganization.

        In  April  1997,  Neil  M.  Hahl was appointed  to  AFEI's  Board  of
Directors.   He  is  President  of The Weitling  Group,  a  Cincinnati  based
business  consulting  firm  and,  for more  than  five  years  prior  to  his
resignation in May 1996, was a Senior Vice President of AFG.  He  is  also  a
director of Buckeye Management Company.















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<PAGE>


ITEM 11.       Executive Compensation.

Summary Compensation Table

        The  following  table sets forth the aggregate cash compensation  for
1996, 1995 and 1994 of AFEI's Chief Executive Officer and its other executive
officers who earned more than $100,000 in 1996.

<TABLE>
<CAPTION>

Name and Principal Position                       Year              Annual Compensation
                                                                    Salary  
-------------------------------------             ------            --------------------
<S>                                               <C>               <C>
Carl H. Lindner                                   1996              $150,000
  Chairman of the Board and                       1995              $183,700
  President                                       1994              $254,800

James E. Evans                                    1996              $142,700
  Vice President and General                      1995              $142,700
  Counsel                                         1994              $142,700

Fred J. Runk                                      1996              $132,500
  Vice President and Treasurer                    1995              $132,500
                                                  1994              $132,500
</TABLE>

       No bonuses, personal benefits or other non-cash compensation were paid
to the executive officers during 1996, 1995 or 1994.

        Each  director  who is not also a salaried officer  is  paid  $20,000
annually.   The Board of Directors has adopted a program which  provides  for
payments  to be made to unaffiliated directors upon their leaving the  Board.
The  only present director who would be entitled to receive such payments  is
Mr.  Anreder.  Under that program, directors who have served the  Company  at
least  three years are entitled to payments equal to base directors' fees  in
effect  during  the  last  calendar year such person  served  as  a  director
multiplied  by the number of years of service, subject to a maximum  of  five
years.  Payments are to be made in equal annual installments.

Compensation Committee Interlocks and Insider Participation

       Ronald F. Walker is an executive of an AFG subsidiary.  AFG's Board of
Directors sets the compensation which Carl H. Lindner and Mr. Walker  receive
from AFG and its subsidiaries.
                                    - 4 -
<PAGE>

Stock Options

        AFEI  directors and employees currently have outstanding  options  to
purchase  102,500 shares at $22.50 per share, 165,000 shares at  $19.875  per
share  and  165,000 shares at $22.00 per share.  The stock option  agreements
covering  certain options were amended in March 1996 to extend the expiration
date  by  one  year.  No options have been granted or exercised in  the  last
three years by directors or executive officers of AFEI.

       The following table discloses certain stock option information for the
executive officers named in the Summary Compensation Table.

<TABLE>
<CAPTION>
              1996 Option Exercises and Year End Option Values
                                      
                                                                           Value of Unexercised
                                                 Number of Securities    In-the-Money Options at
                                                Underlying Unexercised        Year End (a) -
                                                 Options at Year End -         Exercisable/
                                                     Exercisable/             Unexercisable
                         Options      Value          Unexercisable
         Name           Exercised    Realized
-----------------        --------    --------       ------------------       ------------------
<S>                        <C>         <C>              <C>                     <C>
   Carl H. Lindner         -0-         -0-                     0 / 0                    0 / 0
   James E. Evans          -0-         -0-               115,000 / 0             $812,500 / 0
   Fred J. Runk            -0-         -0-                85,000 / 0             $571,875 / 0

(a)    The  value of unexercised in-the-money options is calculated based  on
       the  closing market price for AFEI Common Stock on December  31,  1996
       of $28.25 per share.

</TABLE>








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<PAGE>


ITEM   12.         Security  Ownership  of  Certain  Beneficial  Owners   and
Management.

Principal Shareholders

        The  following shareholders are the only persons known by the Company
to  own beneficially five percent or more of its outstanding Common Stock  as
of March 31, 1997:

<TABLE>
<CAPTION>

                                                  Amount and Nature of          Percent of
     Name and address of Beneficial Owner         Beneficial Ownership             Class
<S>                                                   <C>                          <C>
American Financial Group, Inc.                                                            
  One East Fourth Street                              10,981,429 (a)               82.6%
  Cincinnati, Ohio 45202                                                                  
Regina Gruss                                                                              
  33 Riverside Drive                                  986,472 (b)                  7.4%
  New York, New York  10023

</TABLE>

(a)    Carl  H.  Lindner,  Carl H. Lindner III, S. Craig  Lindner,  Keith  E.
       Lindner  and  trusts  for  their benefit  (collectively  the  "Lindner
       Family"),  the  beneficial owners of approximately 45% of  the  common
       stock  of  AFG,  share  with  AFG voting and  dispositive  power  with
       respect to the shares of AFEI Common Stock owned by AFG.  AFG and  the
       Lindner Family may be deemed to be controlling persons of AFEI.

(b)    Mrs.  Gruss  is a director of a charitable and educational  foundation
       which  beneficially  owns an additional 145,616  shares.   Mrs.  Gruss
       disclaims beneficial ownership with respect to all of the shares  held
       in the foundation.






                                    - 6 -

<PAGE>

Holdings of Management

        Information concerning AFEI's Common Stock beneficially owned by each
director and the directors and executive officers as a group as of March  31,
1997, is shown in the following table:

<TABLE>
<CAPTION>
                                          Amount  and  Nature  of  Beneficial Ownership
                                     -----------------------------------------------------------
                                       Shares        Exercisable                     Percent of
                                       Owned         Options (b)        Total          Class
                                     -----------     -------------      ------       -----------
<S>                                  <C>              <C>             <C>              <C>
Carl H. Lindner (a)                      -0-             -0-             -0-             -
Julius S. Anreder                      4,744          10,000          14,744             *
James E. Evans                         1,000         115,000         116,000             *
Robert D. Lindner                        -0-          10,000          10,000             *
Fred J. Runk                           3,194          85,000          88,194             *
Ronald F. Walker                         -0-           7,500           7,500             *
All directors and executive
officers as a group
(7 persons, including the
above)                                 8,938         302,500         311,438           2.3%

*Less than 1%
</TABLE>

(a)    Does not include shares owned by AFG.
(b)    Represents  shares  which  may be acquired  upon  exercise  of  stock
       options.

       Certain of the Company's executive officers and directors beneficially
own  AFG  and  AFC  equity securities.  At March 31,  1997,  such  beneficial
ownership included:

               (1)     AFG  Common Stock: Carl H. Lindner - 5,557,020 (9.6%);
               Julius S. Anreder - 4,542; James E. Evans - 78,507; Robert  D.
               Lindner  -  649,119 (1.1%); Fred J. Runk - 127,433; Ronald  F.
               Walker - 128,352; and all directors and executive officers  as
               a group, 6,594,429 shares (11.3%);

               (2)     AFC  Series  F Preferred Stock: Robert  D.  Lindner  -
               122,400; Fred J. Runk - 4,283; and all directors and executive
               officers as a group, 140,474 shares; and

               (3)    AFC Series G Preferred Stock: Fred J. Runk - 153 shares
               and  all  directors and executive officers as a group -  2,253
               shares.

        The  foregoing  amounts  represent  less  than  one  percent  of  the
outstanding  shares  of  the  class of equity  securities  presented,  unless
otherwise shown.

                                    - 7 -
<PAGE>

ITEM 13.       Certain Relationships and Related Transactions.

        AFEI's  Certificate  of  Incorporation provides  that  AFEI  may  not
purchase, sell or lease any property or services to or from AFC unless such a
transaction has been approved by those directors who are not affiliated  with
AFC.   Where  required,  AFEI has received approval  from  Mr.  Anreder,  the
director of AFEI who is not affiliated with AFC.

        AFC  provides certain investment services to AFEI.  AFEI was  charged
$200,000 for these services in 1996.  In addition, AFC provides the following
services  to  AFEI:  preparation  of financial  reports,  accounting,  legal,
treasury,  data processing and tax services.  AFEI was charged  $120,000  for
these  services  in 1996. Charges with respect to these transactions  are  at
amounts  below  or  comparable to those which  would  be  paid  to  unrelated
parties.

       As a result of AFC's ownership of AFEI exceeding 80%, AFEI is a member
of  AFC's  tax  group and files consolidated federal income tax returns  with
AFC.   AFEI's tax agreement with AFC calls for payments to (or benefits from)
AFC  based  on  book  taxable income without regard to temporary  differences
between  book and tax return income.  During 1996, AFEI recorded a  provision
of $25.1 million for income taxes under its tax agreement with AFC.























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<PAGE>

                                           SIGNATURES

       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 thereunto duly authorized.



                                  AMERICAN FINANCIAL ENTERPRISES,INC.



April 30, 1997                By:  Fred J. Runk
                                     Fred J. Runk                        
                                      Vice President and Treasurer












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