As filed with the Securities and Exchange Commission on December 30, 1997
                                                   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.

                             1994 STOCK OPTION 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,       2,000,000        $22.00      $44,000,000       $12,980
 par value             Shares
 $1.00 per share
                                                                               
(1)  This Registration Statement is filed for up to 2,000,000 shares issuable
     pursuant to the American Annuity Group, Inc. 1994 Stock Option 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 December 24, 1997 of $22.00 per share.












                                    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,
     1996.

2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended March
     31, 1997, June 30, 1997 and September 30, 1997.

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 subsequently 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 29,612 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. 1994 Stock Option Plan, as amended and
          restated

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

     23.2 Consent of Independent Auditors

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


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 December 29, 1997.

                                   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 29, 1997
 Carl H. Lindner       and Chief Executive
                       Officer (Principal 
                       Executive Officer)



 *                     Director               December 29, 1997
 S. Craig Lindner



 *                     Director               December 29, 1997
 Robert A. Adams




 *                     Director               December 29, 1997
 A. Leon Fergenson



 *                     Director               December 29, 1997
 Ronald G. Joseph



 *                     Director               December 29, 1997
 John T. Lawrence III




 *                     Director               December 29, 1997
 William R. Martin



 *                     Senior Vice Presi-     December 29, 1997
 William J. Maney      dent, Treasurer and
                       Chief Financial Offi-
                       cer (Principal Ac-
                       counting Officer and
                       Principal Financial
                       Officer)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13935}]
{"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": "333-43425", "film-number": "97746252"}, "business-address": {"street1": "P O BOX 120", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5133573300"}, "mail-address": {"street1": "P O BOX 120", "city": "CINCINNATI", "state": "OH", "zip": "45202"}}
As filed with the Securities and Exchange Commission on December 30, 1997
                                                   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.

                             1994 STOCK OPTION 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,       2,000,000        $22.00      $44,000,000       $12,980
 par value             Shares
 $1.00 per share
                                                                               
(1)  This Registration Statement is filed for up to 2,000,000 shares issuable
     pursuant to the American Annuity Group, Inc. 1994 Stock Option 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 December 24, 1997 of $22.00 per share.

                                    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,
     1996.

2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended March
     31, 1997, June 30, 1997 and September 30, 1997.

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 subsequently 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 29,612 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. 1994 Stock Option Plan, as amended and
          restated

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

     23.2 Consent of Independent Auditors

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

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 December 29, 1997.

                                   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 29, 1997
 Carl H. Lindner       and Chief Executive
                       Officer (Principal 
                       Executive Officer)

 *                     Director               December 29, 1997
 S. Craig Lindner

 *                     Director               December 29, 1997
 Robert A. Adams

 *                     Director               December 29, 1997
 A. Leon Fergenson

 *                     Director               December 29, 1997
 Ronald G. Joseph

 *                     Director               December 29, 1997
 John T. Lawrence III

 *                     Director               December 29, 1997
 William R. Martin

 *                     Senior Vice Presi-     December 29, 1997
 William J. Maney      dent, Treasurer and
                       Chief Financial Offi-
                       cer (Principal Ac-
                       counting Officer and
                       Principal Financial
                       Officer)