As filed with the Securities and Exchange Commission on December 3, 1998
                                                  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.
                                   BONUS 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,
par value $1.00 
per share            500,000 Shares       $23.13       $11,565,000      $3,216
--------------------------------------------------------------------------------

(1)  This  Registration  Statement  is filed for up to 500,000  shares  issuable
     pursuant to the American Annuity Group, Inc. Bonus 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 1, 1998 of $23.13 per share.


<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,
     1997.

2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     31, 1998, June 30, 1998 and September 30, 1998.

3.   The Company's  Current Reports on Form 8-K dated May 27, 1998 and September
     30, 1998.

4.   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 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 administra
tive 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


<PAGE>


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. Bonus 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)

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:



<PAGE>




     (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.  Notwith  standing 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
          prospec tus 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 Registra tion 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



<PAGE>




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 2, 1998.

                                        AMERICAN ANNUITY GROUP, INC.


                                        By:/s/Carl H. Lindner
                                           ------------------------------
                                           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
--------------------------    ------------------------------    ----------------



*/s/Carl H. Lindner           
--------------------------    Chairman of the Board and         December 2, 1998
Carl H. Lindner               Chief Executive Officer
                              (Principal Executive Officer)


*/s/S. Craig Lindner          
--------------------------    Director                          December 2, 1998
S. Craig Lindner


*/s/Robert A. Adams           
--------------------------    Director                          December 2, 1998
Robert A. Adams


*/s/A. Leon Fergenson
--------------------------    Director                          December 2, 1998
A. Leon Fergenson




<PAGE>





*/s/Ronald G. Joseph
--------------------------    Director                          December 2, 1998
Ronald G. Joseph              


*/s/John T. Lawrence III
--------------------------    Director                          December 2, 1998
John T. Lawrence III


*/s/William R. Martin         
--------------------------    Director                          December 2, 1998
William R. Martin


*/s/William J. Maney        
--------------------------    Senior Vice President,            December 2, 1998
William J. Maney              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": "333-68303", "film-number": "98763465"}, "business-address": {"street1": "250 EAST FIFTH STREET", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5133335300"}, "mail-address": {"street1": "250 EAST FIFTH STREET", "city": "CINCINNATI", "state": "OH", "zip": "45202"}}
As filed with the Securities and Exchange Commission on December 3, 1998
                                                  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.
                                   BONUS 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,
par value $1.00 
per share            500,000 Shares       $23.13       $11,565,000      $3,216
--------------------------------------------------------------------------------

(1)  This  Registration  Statement  is filed for up to 500,000  shares  issuable
     pursuant to the American Annuity Group, Inc. Bonus 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 1, 1998 of $23.13 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,
     1997.

2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     31, 1998, June 30, 1998 and September 30, 1998.

3.   The Company's  Current Reports on Form 8-K dated May 27, 1998 and September
     30, 1998.

4.   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 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 administra
tive 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. Bonus 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)

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.  Notwith  standing 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
          prospec tus 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 Registra tion 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 2, 1998.

                                        AMERICAN ANNUITY GROUP, INC.

                                        By:/s/Carl H. Lindner
                                           ------------------------------
                                           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
--------------------------    ------------------------------    ----------------

*/s/Carl H. Lindner           
--------------------------    Chairman of the Board and         December 2, 1998
Carl H. Lindner               Chief Executive Officer
                              (Principal Executive Officer)

*/s/S. Craig Lindner          
--------------------------    Director                          December 2, 1998
S. Craig Lindner

*/s/Robert A. Adams           
--------------------------    Director                          December 2, 1998
Robert A. Adams

*/s/A. Leon Fergenson
--------------------------    Director                          December 2, 1998
A. Leon Fergenson
*/s/Ronald G. Joseph
--------------------------    Director                          December 2, 1998
Ronald G. Joseph              

*/s/John T. Lawrence III
--------------------------    Director                          December 2, 1998
John T. Lawrence III

*/s/William R. Martin         
--------------------------    Director                          December 2, 1998
William R. Martin

*/s/William J. Maney        
--------------------------    Senior Vice President,            December 2, 1998
William J. Maney              Treasurer and Chief
                              Financial Officer (Principal
                              Accounting Officer and 
                              Principal Financial Officer)