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.

                       1993 STOCK APPRECIATION RIGHTS 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,        250,000        $13.9375      $3,484,375       $1,056
    par value $1.00      Shares
    per share
<FN>
   (1)    This Registration  Statement  is  filed  for  up  to  250,000  shares
          issuable  pursuant to  the American  Annuity Group,  Inc.  1993 Stock
          Appreciation Rights 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 3,  1996  of
          $13.9375 per share.

</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 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 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. 1993 Stock Appreciation Rights Plan,  as
          amended and  restated (incorporated by  reference to Exhibit  10.8 of
          the Registrant's Form 10-K for the year ended December 31, 1993)

     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).

                       
   * Incorporated by reference as indicated.


   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 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 Presi-      December 6, 1996
    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": 15190}]
{"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": "333-17475", "film-number": "96677663"}, "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 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.

                       1993 STOCK APPRECIATION RIGHTS 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,        250,000        $13.9375      $3,484,375       $1,056
    par value $1.00      Shares
    per share
(1)    This Registration  Statement  is  filed  for  up  to  250,000  shares
          issuable  pursuant to  the American  Annuity Group,  Inc.  1993 Stock
          Appreciation Rights 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 3,  1996  of
          $13.9375 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, 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 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 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. 1993 Stock Appreciation Rights Plan,  as
          amended and  restated (incorporated by  reference to Exhibit  10.8 of
          the Registrant's Form 10-K for the year ended December 31, 1993)

     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).

                       
   * Incorporated by reference as indicated.

   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 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 Presi-      December 6, 1996
    William J. Maney     dent, Treasurer and
                         Chief Financial Offi-
                         cer (Principal Ac-
                         counting Officer and
                         Principal Financial
                         Officer)