CREDIT AGREEMENT


     This Credit Agreement is made and entered into as of the
29th day of December, 1995 by and between American Financial
Corporation, an Ohio corporation ("Lender"), and American
Financial Enterprises, Inc., a Connecticut corporation
("Borrower").

     WHEREAS, Borrower and Lender wish to enter into this Credit
Agreement pursuant to which Borrower may borrow from Lender up to
$20,000,000;

     WHEREAS, Borrower and The First National Bank of Boston have
entered into a Credit Agreement dated as of September 30, 1993
("Bank of Boston Agreement") which provides that Borrower may
borrow up to $20,000,000 upon the terms and conditions set forth
in the Bank of Boston Agreement;

     WHEREAS, Lender and Borrower believe it to be mutually
beneficial to enter into an agreement similar to the Bank of
Boston Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereby agree
as follows:

     Section 1.  Revolving Loans.  From and after the date hereof
to and including December 31, 1997, Lender will make available to
the Borrower loans as requested by Borrower pursuant to the
provisions hereof.  Each such loan shall be referred to herein as
a "Loan".  Borrower may borrow and repay Loans hereunder from
time to time so long as (i) the aggregate amount of Loans
outstanding hereunder at any one time does not exceed $20,000,000
and (ii) the sum of the Loans outstanding hereunder and the Bank
of Boston Agreement does not exceed $25,000,000, not including
interest on any of such borrowings.  The Lender shall, and is
hereby irrevocably authorized by the Borrower to, endorse on the
schedule to the attached Promissory Note ("Note") or a
continuation of such schedule, an appropriate notation evidencing
advances and repayments of Loans pursuant to this Credit
Agreement.

     On December 31, 1997, the outstanding principal balance on
the Loans will be due and payable.

     Borrower may pay any and all amounts outstanding hereunder
at any time without penalty.

     Section 2.  The Note.  The absolute and unconditional
obligation of the Borrower to repay to Lender the principal
amount of Loans pursuant to this Credit Agreement shall be
evidenced by a Note in the form attached.  The obligations of
Borrower hereunder are not secured by any assets of Borrower.

     Section 3.  Procedure for Obtaining Loans.  Whenever the
Borrower desires to receive a Loan, the Borrower will furnish to
the Lender a written or telephonic request therefor which shall
(1) be received by the Lender not less than one and not more than
ten Business Days prior to the date of such Loan, unless waived
by Lender, (2) state the amount of such Loan, (3) state the bank
account of the Borrower to which payment of the proceeds of such
Loan is to be made.  Any telephonic application made by the
Borrower pursuant to the provisions of this Section 3 shall be
promptly confirmed in writing.
     Section 4.  Interest Payable on Note.

     Interest shall be paid on the outstanding principal amount
of the Note until the principal sum or the unpaid portion thereof
shall have been fully paid.  The applicable interest rate shall
be one-eighth of a percentage point less than the rate at which
Borrower could borrow under the Bank of Boston Agreement.

     Section 5.  Term, Conditions, Covenants, Representations,
Warranties and Provisions of this Agreement.  Other than as set
forth in this Credit Agreement and except for Section 6 of the
Bank of Boston Agreement, all of the terms, conditions,
covenants, representations, warranties and provisions of the Bank
of Boston Agreement are incorporated by reference in this
Agreement, including, without limitation, provisions relating to
default and events of default.

     Section 6.  Binding Effect.  This Credit Agreement shall be
binding upon and inure to the benefit of the Borrower and the
Lender and their respective successors and assigns.  The Borrower
shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lender.

     The Lender shall have the right to assign all or any part of
its obligations to make the loan to any affiliate or subsidiary;
provided, however, such Assignment shall not relieve the Lender
of its obligations hereunder.  In the event of such Assignment by
the Lender, the assignee, in addition to the Lender, shall be
deemed to have been named the "Lender" in the first paragraph of
this Credit Agreement and all representations, warranties and
covenants of the Borrower made herein shall be deemed to have
been made to and shall inure to the benefit of such assignee.

     Section 7.  Governing Law.  The Loan Documents shall be
deemed to be contracts made under the laws of, executed and
delivered in the State of Ohio, and for all purposes shall be
construed in accordance with the laws of said State.

     IN WITNESS WHEREOF, the parties hereto have executed this
Credit Agreement on the day and year first above written.


                              AMERICAN FINANCIAL ENTERPRISES, INC.

                              By: s/ FRED J. RUNK

                                         Fred J. Runk
                                         Vice President & Treasurer


                              AMERICAN FINANCIAL CORPORATION

                              By: s/ JAMES E. EVANS

                                         James E. Evans
                                         Sr. Vice President & General Counsel