As filed with the Securities and Exchange Commission on August 23, 1994
                                           Registration No. 33-___________


                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.  20549

                                     FORM S-8
                              REGISTRATION STATEMENT
                                      Under
                            The Securities Act of 1933


                           AMERICAN ANNUITY GROUP, INC.

            Delaware                                                06-1356481
   (State or other jurisdiction of                                (IRS Employer
   incorporation or organization)                              Identification
   Number)


                              250 East Fifth Street
                             Cincinnati, Ohio  45202
                                  (513) 333-5300
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)


                         AAG Employee Stock Purchase Plan
                             (Full title of the plan)


                                 Mark F. Muething
               Senior Vice President, General Counsel and Secretary
                           American Annuity Group, Inc.
                              250 East Fifth Street
                             Cincinnati, Ohio  45202
                                  (513) 333-5515
       (Name, address, including zip code, and telephone number, including
                         area code, of agent for service)








                         CALCULATION OF REGISTRATION FEE

   <TABLE>
   <CAPTION>
                                    Proposed Maximum          Proposed Maximum
   Title of Security                             Offering Price PerAggregate
   Offering
   to be Registered                 Amount to be Registered   SharePriceAmount
   of Registration Fee
   <S>                                          <C>                             
          <C>                      <C>                                      <C>
   Common Stock, $1
   par value per share...                1,000,000 shares           $9.50*
   $9,500,000*               $2,969



   <FN>
   *Fee calculated pursuant to Rule 457(c).
   </TABLE>

   <PAGE>
                                     PART II

   Item 3.  Incorporation of Documents by Reference

             The following documents filed by the Registrant with the
   Securities and Exchange Commission are incorporated herein by reference:

                 1.  The Registrant's Annual Report on Form 10-K for the year
             ended December 31, 1993.

                 2.  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 1994.

                 3.  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended June 30, 1994.

                 4.  The Registrant's Current Report on Form 8-K filed with the
             Securities and Exchange Commission on April 6, 1994.

                 5.  The description of the Common Stock contained in a Form 10
             filed by the Registrant with the Securities and Exchange
             Commission on May 22, 1987.

                 6.  All other documents filed by the Registrant with the
             Securities and Exchange Commission after the date hereof pursuant
             to Sections 13(a), 13(c), 14 and 15(d), prior to the filing of a
             post-effective amendment hereto which indicates that all
             securities offered have been sold or which deregisters all
             securities remaining unsold.

   Item 4.  Description of Securities

             Not Applicable.

   Item 5.  Interests of Named Experts and Counsel

             The validity of the shares of Common Stock offered hereby has been
   passed on for the Registrant by Mark F. Muething, Esq., Senior Vice
   President, General Counsel and Secretary of the Registrant.  Mr. Muething is
   a full-time employee of the Registrant and owns 3,000 shares of 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
   <PAGE>
   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

   4.1       AAG Employee Stock Purchase Plan

   5.1       Opinion of Mark F. Muething, Esq.

   23.1      Consent of Deloitte & Touche

   23.2      Consent of Ernst & Young

   23.3      Consent of Mark F. Muething, Esq. (included in Exhibit 5.1)

   24.1      Powers of Attorney (contained in, and incorporated herein by





             reference to, the signature page of the Registration Statement)

   Item 17.  Undertakings

             The undersigned Registrant hereby undertakes:

                 1.  To file, during any period in which offers or sales are
             being made, a post-effective amendment to this registration
             statement:
   <PAGE>
                     (i)  to include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933;
    
                     (ii)  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;

                     (iii)  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.

                 2.  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.

                 3.  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.

             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 initial bona fide offering
   thereof.

             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 Securities Act and is, therefore, unenforceable. 
   In the event that a claim for indemnification against such liability (other
   than 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 Securities 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,
   thereto duly authorized, in the City of Cincinnati, State of Ohio, on August
   22, 1994.

                                   AMERICAN ANNUITY GROUP, INC.



                                   By:__________________________________
                                      Name:  Robert A. Adams
                                      Title: Executive Vice President
                                             and Chief Operating Officer

             We, the undersigned officers and directors of American Annuity
   Group, Inc. hereby severally constitute and appoint Mark F. Muething, our
   true and lawful attorney with full power to him, to sign for us and in our
   names in the capacities indicated below, any and all amendments, including
   post-effective amendments, to this Registration Statement, and generally do
   all such things in our name and on our behalf in such capacities to enable
   American Annuity Group, Inc. to comply with the applicable provisions of the
   Securities Act of 1933, as amended, and all requirements of the Securities
   and Exchange Commission, and we hereby ratify and confirm our signatures as
   they may be signed by our said attorney to any and all such amendments.

             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.

   Signature     Title             Date

   _____________________           Chairman of the        August 22, 1994
   Carl H. Lindner                 Board and Chief
                                   Executive Officer
                                   (Principal 
                                   Executive Officer) 
                                   and a Director


   _____________________           President and          August 22, 1994
   S. Craig Lindner                Director


   ____________________            Director               August 22, 1994
   Robert A. Adams


   ____________________            Director               August 22, 1994
   A. Leon Fergenson


   ____________________            Director               August 22, 1994
   Ronald G. Joseph




   <PAGE>
   Signature     Title             Date







   ____________________            Director               August 22, 1994
   John T. Lawrence III


   ____________________            Director               August 22, 1994
   William R. Martin


   ____________________            Director               August 22, 1994
   Alfred W. Martinelli


   ____________________            Director               August 22, 1994
   Ronald F. Walker


   ____________________            Senior Vice            August 22, 1994
   William J. Maney                President, Treasurer
                                   and Chief Financial
                                   Officer (Principal
                                   Financial Officer and
                                   Principal Accounting
                                   Officer)
   <PAGE>
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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": "033-55189", "film-number": "94545647"}, "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 August 23, 1994
                                           Registration No. 33-___________

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.  20549

                                     FORM S-8
                              REGISTRATION STATEMENT
                                      Under
                            The Securities Act of 1933

                           AMERICAN ANNUITY GROUP, INC.

            Delaware                                                06-1356481
   (State or other jurisdiction of                                (IRS Employer
   incorporation or organization)                              Identification
   Number)

                              250 East Fifth Street
                             Cincinnati, Ohio  45202
                                  (513) 333-5300
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                         AAG Employee Stock Purchase Plan
                             (Full title of the plan)

                                 Mark F. Muething
               Senior Vice President, General Counsel and Secretary
                           American Annuity Group, Inc.
                              250 East Fifth Street
                             Cincinnati, Ohio  45202
                                  (513) 333-5515
       (Name, address, including zip code, and telephone number, including
                         area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum          Proposed Maximum
   Title of Security                             Offering Price PerAggregate
   Offering
   to be Registered                 Amount to be Registered   SharePriceAmount
   of Registration Fee
Common Stock, $1
   par value per share...                1,000,000 shares           $9.50*
   $9,500,000*               $2,969
*Fee calculated pursuant to Rule 457(c).
PART II

   Item 3.  Incorporation of Documents by Reference

             The following documents filed by the Registrant with the
   Securities and Exchange Commission are incorporated herein by reference:

                 1.  The Registrant's Annual Report on Form 10-K for the year
             ended December 31, 1993.

                 2.  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 1994.

                 3.  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended June 30, 1994.

                 4.  The Registrant's Current Report on Form 8-K filed with the
             Securities and Exchange Commission on April 6, 1994.

                 5.  The description of the Common Stock contained in a Form 10
             filed by the Registrant with the Securities and Exchange
             Commission on May 22, 1987.

                 6.  All other documents filed by the Registrant with the
             Securities and Exchange Commission after the date hereof pursuant
             to Sections 13(a), 13(c), 14 and 15(d), prior to the filing of a
             post-effective amendment hereto which indicates that all
             securities offered have been sold or which deregisters all
             securities remaining unsold.

   Item 4.  Description of Securities

             Not Applicable.

   Item 5.  Interests of Named Experts and Counsel

             The validity of the shares of Common Stock offered hereby has been
   passed on for the Registrant by Mark F. Muething, Esq., Senior Vice
   President, General Counsel and Secretary of the Registrant.  Mr. Muething is
   a full-time employee of the Registrant and owns 3,000 shares of 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

   4.1       AAG Employee Stock Purchase Plan

   5.1       Opinion of Mark F. Muething, Esq.

   23.1      Consent of Deloitte & Touche

   23.2      Consent of Ernst & Young

   23.3      Consent of Mark F. Muething, Esq. (included in Exhibit 5.1)

   24.1      Powers of Attorney (contained in, and incorporated herein by

             reference to, the signature page of the Registration Statement)

   Item 17.  Undertakings

             The undersigned Registrant hereby undertakes:

                 1.  To file, during any period in which offers or sales are
             being made, a post-effective amendment to this registration
             statement:
(i)  to include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933;
    
                     (ii)  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;

                     (iii)  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.

                 2.  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.

                 3.  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.

             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 initial bona fide offering
   thereof.

             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 Securities Act and is, therefore, unenforceable. 
   In the event that a claim for indemnification against such liability (other
   than 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 Securities 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,
   thereto duly authorized, in the City of Cincinnati, State of Ohio, on August
   22, 1994.

                                   AMERICAN ANNUITY GROUP, INC.

                                   By:__________________________________
                                      Name:  Robert A. Adams
                                      Title: Executive Vice President
                                             and Chief Operating Officer

             We, the undersigned officers and directors of American Annuity
   Group, Inc. hereby severally constitute and appoint Mark F. Muething, our
   true and lawful attorney with full power to him, to sign for us and in our
   names in the capacities indicated below, any and all amendments, including
   post-effective amendments, to this Registration Statement, and generally do
   all such things in our name and on our behalf in such capacities to enable
   American Annuity Group, Inc. to comply with the applicable provisions of the
   Securities Act of 1933, as amended, and all requirements of the Securities
   and Exchange Commission, and we hereby ratify and confirm our signatures as
   they may be signed by our said attorney to any and all such amendments.

             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.

   Signature     Title             Date

   _____________________           Chairman of the        August 22, 1994
   Carl H. Lindner                 Board and Chief
                                   Executive Officer
                                   (Principal 
                                   Executive Officer) 
                                   and a Director

   _____________________           President and          August 22, 1994
   S. Craig Lindner                Director

   ____________________            Director               August 22, 1994
   Robert A. Adams

   ____________________            Director               August 22, 1994
   A. Leon Fergenson

   ____________________            Director               August 22, 1994
   Ronald G. Joseph
Signature     Title             Date

   ____________________            Director               August 22, 1994
   John T. Lawrence III

   ____________________            Director               August 22, 1994
   William R. Martin

   ____________________            Director               August 22, 1994
   Alfred W. Martinelli

   ____________________            Director               August 22, 1994
   Ronald F. Walker

   ____________________            Senior Vice            August 22, 1994
   William J. Maney                President, Treasurer
                                   and Chief Financial
                                   Officer (Principal
                                   Financial Officer and
                                   Principal Accounting
                                   Officer)