As filed with the Securities and Exchange Commission on December 6, 1996
                                                   Registration No. 333-       
                                                                               
    

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                                          

                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                                          

      Incorporated         AMERICAN ANNUITY GROUP, INC.       I.R.S. Employer  
     Under the Laws           250 EAST FIFTH STREET          Identification No.
      of Delaware            CINCINNATI, OHIO  45202             06-1356481    
                                  (513) 333-5300
                                                          

                           AMERICAN ANNUITY GROUP, INC.

                            DEFERRED COMPENSATION PLAN
                                                          

                              Mark F. Muething, Esq.
                              Senior Vice President,
                          General Counsel and Secretary
                           American Annuity Group, Inc.
                             Cincinnati, Ohio  45202
                                  (513) 333-5300
                               (Agent for Service)

                         CALCULATION OF REGISTRATION FEE
                                                                               
<TABLE>
<CAPTION>    

                                        Proposed       Proposed
                                        Maximum        Maximum
        Title of          Amount        Offering      Aggregate      Amount of
       Securities         To Be          Price         Offering     Registration
    To Be Registered  Registered(1)   Per Unit(2)      Price(2)        Fee(3)

    <S>                 <C>                <C>        <C>              <C>
    Deferred
    Compensation
    Obligations         $7,500,000         $1         $7,500,000       $2,273

    Common Stock,
    par                  500,000        $13.9375      $6,968,750       $2,112
    value $1.00 per       Shares
    share

<FN>
   (1)    This Registration Statement is filed for up to $7,500,000 in Deferred
          Compensation Obligations and  up to 500,000 shares  issuable pursuant
          to the American Annuity Group, Inc. Deferred Compensation Plan.

   (2)    Estimated solely for purposes of calculating registration fee.

   (3)    Registration fee has been calculated pursuant to Rule 457(h).

</TABLE>




                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.     Incorporation of Documents by Reference

     The  following  documents  filed  by  American  Annuity  Group,  Inc. (the
   "Company")  with  the Securities  and  Exchange Commission  are incorporated
   herein by reference and made a part hereof:

   1.     The Company's Annual Report  on Form 10-K for the year ended December
          31, 1995.

   2.     The Company's Quarterly  Reports on Form 10-Q for  the quarters ended
          March 31, 1996, June 30, 1996 and September 30, 1996.

   3.     The  description  of  the Company's  Common  Stock  contained  in the
          Registration Statement on  Form 10 filed  on May  22, 1987 under  the
          Securities Exchange Act of 1934.

     All reports  and other documents filed by the Company pursuant to Sections
   13(a), 13(c), 14 and 15(d) of  the Securities Exchange Act of 1934, prior to
   the filing of a post-effective amendment which indicates that all Securities
   offered have  been sold or  which deregisters all Securities  then remaining
   unsold, shall be deemed to be incorporated by reference in this Registration
   Statement and to be a part hereof from the date of filing such documents.


   Item 4.     Description of Securities

     Under the  American Annuity  Group, Inc.  Deferred Compensation Plan  (the
   "Plan"),  the Company  will provide  eligible employees  the  opportunity to
   defer a specified percentage of their cash compensation.  Eligible employees
   may elect to have earnings credited to such employee's deferred compensation
   account under two investment options.  An  employee can either defer compen-
   sation into an  account in which funds  are credited with earnings  based on
   the market performance of the Company's Common Stock (the "AAG Common  Stock
   Option"), an interest-bearing account (the "Interest Option") or  a combina-
   tion of the foregoing.

     The  obligation of the Company ultimately  to pay such deferred amounts in
   accordance  with the  Plan (the  "Deferred Obligations")  will be  unsecured
   general  obligations of  the Company  and  will rank  pari passu  with other
   unsecured and unsubordinated  indebtedness of the Company from  time to time
   outstanding.  The Company is a holding company, and its right to participate
   in any distribution of the assets of  any subsidiary upon its liquidation or
   reorganization  or otherwise is subject to the  prior claims of creditors of
   the subsidiary, except to the extent  that claims of the Company itself as a
   creditor of the subsidiary may  be recognized.  Consequently, the rights  of
   participants in the Plan are subject to the prior claims of creditors of the
   Company's subsidiary.

     The amount of  compensation to be deferred by  each participating employee
   will  be determined in  accordance with the  Plan based on  elections by the
   employee.  Each distribution under either the AAG Common Stock Option or the
   Interest Option will  be made on a date selected by the employee participant
   in accordance with the terms of the Plan.

     To the  extent a  participant selects the  Interest Option,  their account
   will  be adjusted  to earn  interest at  a rate determined  by the  Board of
   Directors  of the  Company.   Such obligations  will be  denominated  and be
   payable in United States dollars.

     To the extent  a participant  selects the AAG  Common Stock Option,  their
   account will change  in value  based on  the price of  the Company's  Common
   Stock beginning  on  the date  of the  investment  of such  Common Stock  in
   accordance  with the terms  of the Plan.   Such obligations will  be paid in
   shares of Company Common Stock.  A description of the Company's Common Stock
   is contained in the documents incorporated herein by reference.

     Any employee participant's right  or the right of any other  person to the
   Deferred Obligations cannot be transferred, pledged, or encumbered except by
   a written designation of a beneficiary under the Plan.

     The Deferred Obligations  are not  subject to redemption,  in whole or  in
   part, prior to  the individual payment dates specified  by the participating
   employees, at the option of the Company  or through operation of a mandatory
   or  optional sinking  fund of  analogous  provision.   However, the  Company
   reserves  the right to amend or terminate the  Plan at any time, except that
   no such  amendment or termination shall reduce retroactively the right of an
   employee participant to the balance of his or her deferred account as of the
   date of such amendment or termination.

     The Deferred Obligations are not  convertible into another security of the
   Company.   The Deferred Obligations will not have  the benefit of a negative
   pledge or any  other affirmative  or negative  covenant on the  part of  the
   Company.  no  trustee has been appointed having the authority to take action
   with respect to the Deferred  Obligations and each employee participant will
   be responsible for acting independently with respect to, among other things,
   the giving of  notices, responding to any requests for  consents, waivers or
   amendments pertaining to  the Deferred Obligations, enforcing  covenants and
   taking action upon a default.


   Item 5.     Interests of Named Experts and Counsel

     The  legality of  the Common  Stock and  the Deferred  Obligations offered
   hereby will be passed upon for the Company by Mark F. Muething, Esq., Senior
   Vice President, General Counsel and Secretary of  the Company.  Mr. Muething
   beneficially owns 8,148 shares of the Company's Common Stock.


   Item 6.     Indemnification of Directors and Officers

     Section  145 of  the Delaware  General Corporation  Law ("DGCL")  provides
   generally and  in pertinent part  that a Delaware corporation  may indemnify
   its  directors  and   officers  against  expenses,  judgments,   fines,  and
   settlements actually and reasonably incurred  by them in connection with any
   civil suit or action,  except actions by or in the right of the corporation,
   or any administrative or investigative proceeding if, in connection with the
   matters in issue, they acted  in good faith and in a manner  they reasonably
   believe to be in,  or not opposed to, the best  interest of the corporation,
   and in  connection with  any criminal suit  or proceeding, if  in connection
   with the  matters in issue,  they had no  reasonable cause to  believe their
   conduct was unlawful.  Section 145 further provides that, in connection with
   the  defense  or  settlement  of any  action  by  or  in  the right  of  the
   corporation, a Delaware corporation may indemnify its directors and officers
   against expenses actually and reasonably  incurred by them if, in connection
   with  the matters  in issue,  they acted  in  good faith,  in a  manner they
   reasonably believed to be in,  or not opposed to, the best  interests of the
   corporation,  and without  negligence  or misconduct  in the  performance of
   their duties to  the corporation.   Section 145 further  permits a  Delaware
   corporation  to  grant  its  directors  and officers  additional  rights  of
   indemnification through by-law provisions and otherwise.


     Article VII  of the Registrant's  By-laws provides for  indemnification of
   directors and officers similar to that provided in Section 145 of DGCL.

     Reference  is  made to  Section  102(b)(7) of  the  DGCL, which  enables a
   corporation in  its original  certificate of  incorporation or an  amendment
   thereto to  eliminate or  limit the  personal  liability of  a director  for
   violations of  the director's fiduciary duty,  except (i) for  any breach of
   the director's duty of loyalty to  the corporation or its stockholders, (ii)
   for  acts or  omissions  not in  good  faith  or which  involve  intentional
   misconduct or  a knowing violation of law, (iii)  pursuant to Section 174 of
   the  DGCL (providing  for liability  of  directors for  unlawful payment  of
   dividends  or unlawful  stock  purchases  or redemptions)  or  (iv) for  any
   transaction  from which  a  director derived  an improper  personal benefit.
   Article Ninth of  the Registrant's  Certificate of Incorporation  eliminates
   the  liability of directors to the extent  permitted by Section 102(b)(7) of
   the DGCL.

     The Registrant also  maintains directors' and officers'  reimbursement and
   liability insurance and  has entered into agreements with  its directors and
   officers providing for indemnification in certain events.


   Item 7.     Exemption from Registration Claimed

     Not applicable.


   Item 8.     Exhibits*

      5   Opinion of Mark F. Muething, Esq.

     10   American Annuity Group, Inc. Deferred Compensation Plan

     23.1 Consent of Mark F. Muething, Esq. (contained on Exhibit 5).

     23.2 Consent of Ernst & Young LLP

     24   Power of Attorney (contained on the signature page).

                       
   * All exhibits filed herewith.


   Item 9.     Undertakings

     9.1  The  undersigned  Registrant hereby  undertakes  to file,  during any
   period in which offers or  sales are being made, a  post-effective amendment
   to this Registration Statement:

     1.   to  include  any prospectus  required  by Section  10(a)(3)  of the
          Securities Act of 1933;

     2.   to reflect in the prospectus any facts or events arising  after the
          effective date  of the Registration  Statement (or the  most recent
          post-effective  amendment thereof)  which, individually  or in  the
          aggregate, represent a  fundamental change in  the information  set
          forth   in  the   Registration  Statement.     Notwithstanding  the
          foregoing,  any  increase  or  decrease  in  volume  of  securities
          offered (if the total dollar value  of securities offered would not
          exceed that  which was registered) and  any deviation from  the low
          or  high  end  of  the estimated  maximum  offering  range  may  be
          reflected  in  the form  of  prospectus filed  with  the Commission
          pursuant  to Rule  424(b)  if, in  the  aggregate,  the changes  in
          volume  and  price  represent no  more  than a  20%  change  in the
          maximum aggregate offering price  set forth in the "Calculation  of
          Registration Fee" table in the effective registration statement.

     3.   to include any material  information with respect to  the
          plan  of distribution  not  previously  disclosed in  the
          Registration Statement  or any  material  change to  such
          information in the Registration Statement;

   Provided, however,  that  paragraphs  (1)  and  (2)  do  not  apply  if  the
   information required to  be included in a post-effective  amendment by those
   paragraphs  is contained in periodic reports  filed with or furnished to the
   Commission by the registrant pursuant to Section 13 or Section 15(d)  of the
   Securities Exchange Act of  1934 that are incorporated  by reference in  the
   registration statement.

     9.2  The undersigned Registrant hereby undertakes that, for the purpose of
   determining any liability under the  Securities Act of 1933, each such post-
   effective  amendment shall  be deemed  to  be a  new Registration  Statement
   relating  to  the securities  offered  therein,  and  the offering  of  such
   securities at that time shall be deemed to be the initial bona fide offering
   thereof.

     9.3  The   undersigned  Registrant  hereby   undertakes  to   remove  from
   registration by  means of a  post-effective amendment any of  the securities
   being registered which remain unsold at the termination of the offering.

     9.4  The undersigned Registrant  hereby undertakes  that, for purposes  of
   determining any liability  under the Securities Act of  1933, each filing of
   the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
   the Securities Exchange Act of 1934 that is incorporated by reference in the
   Registration Statement  shall be deemed  to be a new  registration statement
   relating  to  the securities  offered  therein,  and  the offering  of  such
   securities at that time shall be deemed to be the initial bona fide offering
   thereof.

     9.5  Insofar  as  indemnification  for   liabilities  arising  under   the
   Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and
   controlling persons of the Registrant pursuant to the  foregoing provisions,
   or  otherwise, the Registrant  has been advised  that in the  opinion of the
   Securities and Exchange  Commission such  indemnification is against  public
   policy as  expressed in the  Act and is,  therefore, unenforceable.   In the
   event that a claim for  indemnification against such liabilities (other than
   the payment by  the Registrant of expenses  incurred or paid by  a director,
   officer or controlling person of the Registrant in the successful defense of
   any action,  suit, or proceeding) is  asserted by such  director, officer or
   controlling person in connection  with the securities being  registered, the
   Registrant will, unless  in the opinion of  its counsel the matter  has been
   settled   by  controlling  precedent,  submit  to  a  court  of  appropriate
   jurisdiction  the question  whether such  indemnification  by it  is against
   public  policy as expressed  in the  Act and will  be governed by  the final
   adjudication of such issue.


                                    SIGNATURES

     The  Registrant.  Pursuant  to the requirements  of the  Securities Act of
   1933, the  Registrant certifies  that it has  reasonable grounds  to believe
   that  it meets all of the  requirements for filing on  Form S-8 and has duly
   caused  this  Registration Statement  to  be  signed on  its  behalf by  the
   undersigned, thereunto duly authorized, in Cincinnati, Ohio,  on December 6,
   1996.

                                   AMERICAN ANNUITY GROUP, INC.


                                   By:                            
                                      Carl H. Lindner
                                      Chairman of the Board and
                                      Chief Executive Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
   Registration  Statement has  been signed  by  the following  persons in  the
   capacities and on the dates indicated.   Persons whose names are marked with
   an asterisk (*)  below hereby designate Mark F. Muething or William J. Maney
   as  their  attorney-in-fact  to sign  all  amendments,  including any  post-
   effective amendments, to this Registration Statement.


         Signature              Capacity                Date

    *                    Chairman of the Board   December 6, 1996
    Carl H. Lindner      and Chief Executive
                         Officer (Principal 
                         Executive Officer)




    *                    Director                December 6, 1996
    S. Craig Lindner



    *                    Director                December 6, 1996
    Robert A. Adams



    *                    Director                December 6, 1996
    A. Leon Fergenson



    *                    Director                December 6, 1996
    Ronald G. Joseph





    *                    Director                December 6, 1996
    John T. Lawrence III



    *                    Director                December 6, 1996
    William R. Martin



    *                    Director                December 6, 1996
    Ronald F. Walker



    *                    Senior Vice             December 6, 1996
    William J. Maney     President, Treasurer
                         and Chief Financial
                         Officer (Principal
                         Accounting Officer
                         and Principal
                         Financial Officer)




     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
   trustees (or  other persons who  administer the employee benefit  plan) have
   duly caused this  registration statement to be  signed on its behalf  by the
   undersigned, thereunto duly authorized, in  the city of Cincinnati, state of
   Ohio, on December 6, 1996.

                         American Annuity Group, Inc. Deferred 
                         Compensation Plan




                         By:     Mark F. Muething

                         Title:  Senior Vice President,
                                 General Counsel and Secretary
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19733}]
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As filed with the Securities and Exchange Commission on December 6, 1996
                                                   Registration No. 333-       
                                                                               
    

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                                          

                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                                          

      Incorporated         AMERICAN ANNUITY GROUP, INC.       I.R.S. Employer  
     Under the Laws           250 EAST FIFTH STREET          Identification No.
      of Delaware            CINCINNATI, OHIO  45202             06-1356481    
                                  (513) 333-5300
                                                          

                           AMERICAN ANNUITY GROUP, INC.

                            DEFERRED COMPENSATION PLAN
                                                          

                              Mark F. Muething, Esq.
                              Senior Vice President,
                          General Counsel and Secretary
                           American Annuity Group, Inc.
                             Cincinnati, Ohio  45202
                                  (513) 333-5300
                               (Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Proposed       Proposed
                                        Maximum        Maximum
        Title of          Amount        Offering      Aggregate      Amount of
       Securities         To Be          Price         Offering     Registration
    To Be Registered  Registered(1)   Per Unit(2)      Price(2)        Fee(3)
Deferred
    Compensation
    Obligations         $7,500,000         $1         $7,500,000       $2,273

    Common Stock,
    par                  500,000        $13.9375      $6,968,750       $2,112
    value $1.00 per       Shares
    share
(1)    This Registration Statement is filed for up to $7,500,000 in Deferred
          Compensation Obligations and  up to 500,000 shares  issuable pursuant
          to the American Annuity Group, Inc. Deferred Compensation Plan.

   (2)    Estimated solely for purposes of calculating registration fee.

   (3)    Registration fee has been calculated pursuant to Rule 457(h).
PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.     Incorporation of Documents by Reference

     The  following  documents  filed  by  American  Annuity  Group,  Inc. (the
   "Company")  with  the Securities  and  Exchange Commission  are incorporated
   herein by reference and made a part hereof:

   1.     The Company's Annual Report  on Form 10-K for the year ended December
          31, 1995.

   2.     The Company's Quarterly  Reports on Form 10-Q for  the quarters ended
          March 31, 1996, June 30, 1996 and September 30, 1996.

   3.     The  description  of  the Company's  Common  Stock  contained  in the
          Registration Statement on  Form 10 filed  on May  22, 1987 under  the
          Securities Exchange Act of 1934.

     All reports  and other documents filed by the Company pursuant to Sections
   13(a), 13(c), 14 and 15(d) of  the Securities Exchange Act of 1934, prior to
   the filing of a post-effective amendment which indicates that all Securities
   offered have  been sold or  which deregisters all Securities  then remaining
   unsold, shall be deemed to be incorporated by reference in this Registration
   Statement and to be a part hereof from the date of filing such documents.

   Item 4.     Description of Securities

     Under the  American Annuity  Group, Inc.  Deferred Compensation Plan  (the
   "Plan"),  the Company  will provide  eligible employees  the  opportunity to
   defer a specified percentage of their cash compensation.  Eligible employees
   may elect to have earnings credited to such employee's deferred compensation
   account under two investment options.  An  employee can either defer compen-
   sation into an  account in which funds  are credited with earnings  based on
   the market performance of the Company's Common Stock (the "AAG Common  Stock
   Option"), an interest-bearing account (the "Interest Option") or  a combina-
   tion of the foregoing.

     The  obligation of the Company ultimately  to pay such deferred amounts in
   accordance  with the  Plan (the  "Deferred Obligations")  will be  unsecured
   general  obligations of  the Company  and  will rank  pari passu  with other
   unsecured and unsubordinated  indebtedness of the Company from  time to time
   outstanding.  The Company is a holding company, and its right to participate
   in any distribution of the assets of  any subsidiary upon its liquidation or
   reorganization  or otherwise is subject to the  prior claims of creditors of
   the subsidiary, except to the extent  that claims of the Company itself as a
   creditor of the subsidiary may  be recognized.  Consequently, the rights  of
   participants in the Plan are subject to the prior claims of creditors of the
   Company's subsidiary.

     The amount of  compensation to be deferred by  each participating employee
   will  be determined in  accordance with the  Plan based on  elections by the
   employee.  Each distribution under either the AAG Common Stock Option or the
   Interest Option will  be made on a date selected by the employee participant
   in accordance with the terms of the Plan.

     To the  extent a  participant selects the  Interest Option,  their account
   will  be adjusted  to earn  interest at  a rate determined  by the  Board of
   Directors  of the  Company.   Such obligations  will be  denominated  and be
   payable in United States dollars.

     To the extent  a participant  selects the AAG  Common Stock Option,  their
   account will change  in value  based on  the price of  the Company's  Common
   Stock beginning  on  the date  of the  investment  of such  Common Stock  in
   accordance  with the terms  of the Plan.   Such obligations will  be paid in
   shares of Company Common Stock.  A description of the Company's Common Stock
   is contained in the documents incorporated herein by reference.

     Any employee participant's right  or the right of any other  person to the
   Deferred Obligations cannot be transferred, pledged, or encumbered except by
   a written designation of a beneficiary under the Plan.

     The Deferred Obligations  are not  subject to redemption,  in whole or  in
   part, prior to  the individual payment dates specified  by the participating
   employees, at the option of the Company  or through operation of a mandatory
   or  optional sinking  fund of  analogous  provision.   However, the  Company
   reserves  the right to amend or terminate the  Plan at any time, except that
   no such  amendment or termination shall reduce retroactively the right of an
   employee participant to the balance of his or her deferred account as of the
   date of such amendment or termination.

     The Deferred Obligations are not  convertible into another security of the
   Company.   The Deferred Obligations will not have  the benefit of a negative
   pledge or any  other affirmative  or negative  covenant on the  part of  the
   Company.  no  trustee has been appointed having the authority to take action
   with respect to the Deferred  Obligations and each employee participant will
   be responsible for acting independently with respect to, among other things,
   the giving of  notices, responding to any requests for  consents, waivers or
   amendments pertaining to  the Deferred Obligations, enforcing  covenants and
   taking action upon a default.

   Item 5.     Interests of Named Experts and Counsel

     The  legality of  the Common  Stock and  the Deferred  Obligations offered
   hereby will be passed upon for the Company by Mark F. Muething, Esq., Senior
   Vice President, General Counsel and Secretary of  the Company.  Mr. Muething
   beneficially owns 8,148 shares of the Company's Common Stock.

   Item 6.     Indemnification of Directors and Officers

     Section  145 of  the Delaware  General Corporation  Law ("DGCL")  provides
   generally and  in pertinent part  that a Delaware corporation  may indemnify
   its  directors  and   officers  against  expenses,  judgments,   fines,  and
   settlements actually and reasonably incurred  by them in connection with any
   civil suit or action,  except actions by or in the right of the corporation,
   or any administrative or investigative proceeding if, in connection with the
   matters in issue, they acted  in good faith and in a manner  they reasonably
   believe to be in,  or not opposed to, the best  interest of the corporation,
   and in  connection with  any criminal suit  or proceeding, if  in connection
   with the  matters in issue,  they had no  reasonable cause to  believe their
   conduct was unlawful.  Section 145 further provides that, in connection with
   the  defense  or  settlement  of any  action  by  or  in  the right  of  the
   corporation, a Delaware corporation may indemnify its directors and officers
   against expenses actually and reasonably  incurred by them if, in connection
   with  the matters  in issue,  they acted  in  good faith,  in a  manner they
   reasonably believed to be in,  or not opposed to, the best  interests of the
   corporation,  and without  negligence  or misconduct  in the  performance of
   their duties to  the corporation.   Section 145 further  permits a  Delaware
   corporation  to  grant  its  directors  and officers  additional  rights  of
   indemnification through by-law provisions and otherwise.

     Article VII  of the Registrant's  By-laws provides for  indemnification of
   directors and officers similar to that provided in Section 145 of DGCL.

     Reference  is  made to  Section  102(b)(7) of  the  DGCL, which  enables a
   corporation in  its original  certificate of  incorporation or an  amendment
   thereto to  eliminate or  limit the  personal  liability of  a director  for
   violations of  the director's fiduciary duty,  except (i) for  any breach of
   the director's duty of loyalty to  the corporation or its stockholders, (ii)
   for  acts or  omissions  not in  good  faith  or which  involve  intentional
   misconduct or  a knowing violation of law, (iii)  pursuant to Section 174 of
   the  DGCL (providing  for liability  of  directors for  unlawful payment  of
   dividends  or unlawful  stock  purchases  or redemptions)  or  (iv) for  any
   transaction  from which  a  director derived  an improper  personal benefit.
   Article Ninth of  the Registrant's  Certificate of Incorporation  eliminates
   the  liability of directors to the extent  permitted by Section 102(b)(7) of
   the DGCL.

     The Registrant also  maintains directors' and officers'  reimbursement and
   liability insurance and  has entered into agreements with  its directors and
   officers providing for indemnification in certain events.

   Item 7.     Exemption from Registration Claimed

     Not applicable.

   Item 8.     Exhibits*

      5   Opinion of Mark F. Muething, Esq.

     10   American Annuity Group, Inc. Deferred Compensation Plan

     23.1 Consent of Mark F. Muething, Esq. (contained on Exhibit 5).

     23.2 Consent of Ernst & Young LLP

     24   Power of Attorney (contained on the signature page).

                       
   * All exhibits filed herewith.

   Item 9.     Undertakings

     9.1  The  undersigned  Registrant hereby  undertakes  to file,  during any
   period in which offers or  sales are being made, a  post-effective amendment
   to this Registration Statement:

     1.   to  include  any prospectus  required  by Section  10(a)(3)  of the
          Securities Act of 1933;

     2.   to reflect in the prospectus any facts or events arising  after the
          effective date  of the Registration  Statement (or the  most recent
          post-effective  amendment thereof)  which, individually  or in  the
          aggregate, represent a  fundamental change in  the information  set
          forth   in  the   Registration  Statement.     Notwithstanding  the
          foregoing,  any  increase  or  decrease  in  volume  of  securities
          offered (if the total dollar value  of securities offered would not
          exceed that  which was registered) and  any deviation from  the low
          or  high  end  of  the estimated  maximum  offering  range  may  be
          reflected  in  the form  of  prospectus filed  with  the Commission
          pursuant  to Rule  424(b)  if, in  the  aggregate,  the changes  in
          volume  and  price  represent no  more  than a  20%  change  in the
          maximum aggregate offering price  set forth in the "Calculation  of
          Registration Fee" table in the effective registration statement.

     3.   to include any material  information with respect to  the
          plan  of distribution  not  previously  disclosed in  the
          Registration Statement  or any  material  change to  such
          information in the Registration Statement;

   Provided, however,  that  paragraphs  (1)  and  (2)  do  not  apply  if  the
   information required to  be included in a post-effective  amendment by those
   paragraphs  is contained in periodic reports  filed with or furnished to the
   Commission by the registrant pursuant to Section 13 or Section 15(d)  of the
   Securities Exchange Act of  1934 that are incorporated  by reference in  the
   registration statement.

     9.2  The undersigned Registrant hereby undertakes that, for the purpose of
   determining any liability under the  Securities Act of 1933, each such post-
   effective  amendment shall  be deemed  to  be a  new Registration  Statement
   relating  to  the securities  offered  therein,  and  the offering  of  such
   securities at that time shall be deemed to be the initial bona fide offering
   thereof.

     9.3  The   undersigned  Registrant  hereby   undertakes  to   remove  from
   registration by  means of a  post-effective amendment any of  the securities
   being registered which remain unsold at the termination of the offering.

     9.4  The undersigned Registrant  hereby undertakes  that, for purposes  of
   determining any liability  under the Securities Act of  1933, each filing of
   the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
   the Securities Exchange Act of 1934 that is incorporated by reference in the
   Registration Statement  shall be deemed  to be a new  registration statement
   relating  to  the securities  offered  therein,  and  the offering  of  such
   securities at that time shall be deemed to be the initial bona fide offering
   thereof.

     9.5  Insofar  as  indemnification  for   liabilities  arising  under   the
   Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and
   controlling persons of the Registrant pursuant to the  foregoing provisions,
   or  otherwise, the Registrant  has been advised  that in the  opinion of the
   Securities and Exchange  Commission such  indemnification is against  public
   policy as  expressed in the  Act and is,  therefore, unenforceable.   In the
   event that a claim for  indemnification against such liabilities (other than
   the payment by  the Registrant of expenses  incurred or paid by  a director,
   officer or controlling person of the Registrant in the successful defense of
   any action,  suit, or proceeding) is  asserted by such  director, officer or
   controlling person in connection  with the securities being  registered, the
   Registrant will, unless  in the opinion of  its counsel the matter  has been
   settled   by  controlling  precedent,  submit  to  a  court  of  appropriate
   jurisdiction  the question  whether such  indemnification  by it  is against
   public  policy as expressed  in the  Act and will  be governed by  the final
   adjudication of such issue.

                                    SIGNATURES

     The  Registrant.  Pursuant  to the requirements  of the  Securities Act of
   1933, the  Registrant certifies  that it has  reasonable grounds  to believe
   that  it meets all of the  requirements for filing on  Form S-8 and has duly
   caused  this  Registration Statement  to  be  signed on  its  behalf by  the
   undersigned, thereunto duly authorized, in Cincinnati, Ohio,  on December 6,
   1996.

                                   AMERICAN ANNUITY GROUP, INC.

                                   By:                            
                                      Carl H. Lindner
                                      Chairman of the Board and
                                      Chief Executive Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
   Registration  Statement has  been signed  by  the following  persons in  the
   capacities and on the dates indicated.   Persons whose names are marked with
   an asterisk (*)  below hereby designate Mark F. Muething or William J. Maney
   as  their  attorney-in-fact  to sign  all  amendments,  including any  post-
   effective amendments, to this Registration Statement.

         Signature              Capacity                Date

    *                    Chairman of the Board   December 6, 1996
    Carl H. Lindner      and Chief Executive
                         Officer (Principal 
                         Executive Officer)

    *                    Director                December 6, 1996
    S. Craig Lindner

    *                    Director                December 6, 1996
    Robert A. Adams

    *                    Director                December 6, 1996
    A. Leon Fergenson

    *                    Director                December 6, 1996
    Ronald G. Joseph

    *                    Director                December 6, 1996
    John T. Lawrence III

    *                    Director                December 6, 1996
    William R. Martin

    *                    Director                December 6, 1996
    Ronald F. Walker

    *                    Senior Vice             December 6, 1996
    William J. Maney     President, Treasurer
                         and Chief Financial
                         Officer (Principal
                         Accounting Officer
                         and Principal
                         Financial Officer)

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
   trustees (or  other persons who  administer the employee benefit  plan) have
   duly caused this  registration statement to be  signed on its behalf  by the
   undersigned, thereunto duly authorized, in  the city of Cincinnati, state of
   Ohio, on December 6, 1996.

                         American Annuity Group, Inc. Deferred 
                         Compensation Plan

                         By:     Mark F. Muething

                         Title:  Senior Vice President,
                                 General Counsel and Secretary