As filed with the Securities and Exchange Commission on October 9, 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.

                           DIRECTORS' 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 Share(2)     Price(2)        Fee(3)

    <S>               <C>            <C>            <C>            <C>
    Common Stock,        100,000         $13.50       $1,350,000        $410
    par                   Shares
    value $1.00 per
    share
                                                                                
    
   <FN>
   (1)    This Registration Statement is filed for up to 100,000 shares
          issuable pursuant to the American Annuity Group, Inc. Directors'
          Compensation Plan.

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

   (3)    Registration fee has been calculated pursuant to Rule 457(h) based on
          the average of the high and low prices of the Common Stock as
          reported on the New York Stock Exchange on October 8, 1996 of $13.50
          per share.



   </TABLE>

                                Page 1 of 6 Pages
                             Exhibit Index on Page 3


   <PAGE>
                                     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 and June 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 Common
   Stock offered has been sold or which deregisters all Common Stock 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

     Not applicable.


   Item 5.     Interests of Named Experts and Counsel

     The legality of the Common Stock 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 6,966
   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   Directors' 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).

   [FN]                    
   * 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.

   <PAGE>



                                    SIGNATURES

     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 October 9, 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

    *Carl H. Lindner    Chairman of the Board     October 9, 1996
                        and Chief Executive
                        Officer (Principal 
                        Executive Officer)


    *S. Craig Lindner   Director                  October 9, 1996



    *Robert A. Adams    Director                  October 9, 1996


    *William R. Martin  Director                  October 9, 1996


    *Ronald F. Walker   Director                  October 9, 1996


    *William J. Maney   Senior Vice President,    October 9, 1996
                        Treasurer and Chief
                        Financial Officer
                        (Principal Accounting
                        Officer and Principal
                        Financial Officer)
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{"company-data": {"conformed-name": "AMERICAN ANNUITY GROUP INC", "cik": "0000894651", "assigned-sic": "6399", "irs-number": "061356481", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13777", "film-number": "96641211"}, "business-address": {"street1": "250 E FIFTH ST", "street2": "10TH FL", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5133573300"}, "mail-address": {"street1": "250 EAST FIFTH STREET", "city": "CINCINNATI", "state": "OH", "zip": "45202"}}
As filed with the Securities and Exchange Commission on October 9, 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.

                           DIRECTORS' 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 Share(2)     Price(2)        Fee(3)
Common Stock,        100,000         $13.50       $1,350,000        $410
    par                   Shares
    value $1.00 per
    share
(1)    This Registration Statement is filed for up to 100,000 shares
          issuable pursuant to the American Annuity Group, Inc. Directors'
          Compensation Plan.

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

   (3)    Registration fee has been calculated pursuant to Rule 457(h) based on
          the average of the high and low prices of the Common Stock as
          reported on the New York Stock Exchange on October 8, 1996 of $13.50
          per share.
Page 1 of 6 Pages
                             Exhibit Index on Page 3
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 and June 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 Common
   Stock offered has been sold or which deregisters all Common Stock 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

     Not applicable.

   Item 5.     Interests of Named Experts and Counsel

     The legality of the Common Stock 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 6,966
   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   Directors' 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).

   [FN]                    
   * 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

     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 October 9, 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

    *Carl H. Lindner    Chairman of the Board     October 9, 1996
                        and Chief Executive
                        Officer (Principal 
                        Executive Officer)

    *S. Craig Lindner   Director                  October 9, 1996

    *Robert A. Adams    Director                  October 9, 1996

    *William R. Martin  Director                  October 9, 1996

    *Ronald F. Walker   Director                  October 9, 1996

    *William J. Maney   Senior Vice President,    October 9, 1996
                        Treasurer and Chief
                        Financial Officer
                        (Principal Accounting
                        Officer and Principal
                        Financial Officer)