<PAGE>
   As filed with the Securities and Exchange Commission on August 27, 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 FINANCIAL GROUP, INC.   I.R.S. Employer
Under the Laws              ONE EAST FOURTH STREET       Identification No.
of Ohio                     CINCINNATI, OHIO 45202         31-1422526

                       AMERICAN FINANCIAL GROUP, INC.
                  NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
                 ------------------------------------------
                                      
                           James C. Kennedy, Esq.
                     Deputy General Counsel & Secretary
                       American Financial Group, Inc.
                            1800 Provident Tower
                           One East Fourth Street
                           Cincinnati, Ohio  45202
                               (513) 579-2538
                       (Agent for Service of Process)

                       CALCULATION OF REGISTRATION FEE
      -----------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                           <C>                  <C>                 <C>              <C>
                                                   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             100,000              $30.1875            $3,018,750       $1,040.95
value $1.00 per share         Shares

(1)        This  Registration  Statement is filed for up  to  100,000  shares
  issuable  pursuant  to  the  American Financial  Group,  Inc.  Non-Employee
  Directors' Compensation Plan.

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

(3)        The  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 August 21, 1996 of $30.1875 per
   share.
</TABLE>

                              Page 1 of 5 Pages
                           Exhibit Index on Page 3
<PAGE>
                                      PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference

       The  following documents filed by American Financial Group, Inc.  (the
"Company"  or  "Registrant") with the Securities and Exchange Commission  are
incorporated herein by reference and made a part hereof:

       
       1.     The  Company's  Annual Report on Form 10-K for the  year  ended
               December 31, 1995.

       2.     The  Company's Quarterly Reports on Form 10-Q for the  quarters
               ended March 31, 1996 and June 30, 1996.

       3.     The  description of the Company's Common Stock contained in the
               Registration  Statement on Form 8-B filed on  April  17,  1995
               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 Karl J. Grafe, Esq., Assistant Secretary of the Company.
Mr. Grafe beneficially owns 665 shares of the Company's Common Stock.

Item 6.Indemnification of Directors and Officers

       Ohio  Revised Code Section 1701.13(E), allows indemnification  by  the
Registrant  to  any  person made or threatened to be  made  a  party  to  any
proceedings, other than a proceeding by or in the right of the Registrant, by
reason  of the fact that such person is or was a director, officer,  employee
or  agent of the Registrant, against expenses, including judgment and  fines,
if  such person acted in good faith and in a manner reasonably believed to be
in  or  not opposed to the best interests of the Registrant and, with respect
to  criminal actions, in which such person had no reasonable cause to believe
that  such conduct was unlawful.  Similar provisions apply to actions brought
by or in the right of the Registrant, except that no indemnification shall be
made in such cases when the person shall have been adjudged to be liable  for
negligence  or  misconduct to the Registrant unless deemed otherwise  by  the
court.   Indemnifications are to be made by a majority vote of  a  quorum  of
disinterested directors or the written opinion of independent counsel  or  by
the  shareholders  or  by the court.  The Registrant's  Code  of  Regulations
extends such indemnification.
<PAGE>
       The  Registrant  maintains,  at its expense,  Directors  and  Officers
Liability  and Company Reimbursement Liability Insurance.  The Directors  and
Officers  Liability portion of such policy covers all directors and  officers
of  the  Registrant and of the companies which are, directly  or  indirectly,
more  than  50% owned by the Registrant.  The policy provides for payment  on
behalf  of  the  directors and officers, up to the policy  limits  and  after
expenditure of a specified deductible, all Loss (as defined) from claims made
against  them  during  the  policy period for defined  wrongful  acts,  which
include errors, misstatements or misleading statements, acts or omissions and
neglect or breach of duty by directors and officers in the discharge of their
individual or collective duties as such.  The insurance includes the cost  of
investigations and defenses, appeals and bonds and statements and  judgments,
but  not fines or penalties imposed by law.  The insurance does not cover any
claim arising out of acts alleged to have been committed prior to October 24,
1978.  The insurer limit of liability under the policy is $50,000,000 in  the
aggregate  for  all  losses  each  year subject  to  certain  individual  and
aggregate  deductibles.  The policy contains various exclusions and reporting
requirements.

       The  Registrant also has entered into indemnification agreements  with
its  executive  officers and directors providing for indemnification  against
certain liabilities to the fullest extent provided by Ohio law.

Item 7.Exemption from Registration Claimed

       Not applicable.

Item 8.Exhibits

        *4    Non-Employee  Directors'  Compensation  Plan  (incorporated  by
               reference to Exhibit 10(f) of the Company's Form 10-K for  the
               year ended December 31, 1995).

        5     Opinion of Karl J. Grafe, Esq.

       23.1   Consent of Karl J. Grafe, Esq. (contained on Exhibit 5).

       23.2   Consent of Independent Auditors

       24     Powers 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 (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
this  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  this  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 20%  change

<PAGE>
in  the  maximum  aggregate offering price set forth in the  "Calculation  of
Registration Fee" table in the effective Registration Statement and (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; provided, however, that  (i)
and (ii) shall not apply if the information required to be included in a post-
effective  amendment is contained in periodic reports filed by the Registrant
pursuant  to  Section 13 or Section 15(d) of the Securities Exchange  Act  of
1934 that are incorporated by reference in this 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 August 27, 1996.

                                AMERICAN FINANCIAL GROUP, INC.
                                By: 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 as of the dates indicated.  Persons whose names are marked with an
asterisk  (*)  below hereby designate James C. Kennedy or Karl  J.  Grafe  as
their  attorney-in-fact to sign all amendments, including any  post-effective
amendments, to this Registration Statement.

        Signature                  Capacity                       Date
 
 *Carl H. Lindner          Chairman of the Board and Chief   August 27, 1996
 ---------------------     Executive Officer (Principal
 Carl H. Lindner           Executive Officer)

 *Carl H. Lindner III      Director                          August 27, 1996
 ---------------------
 
 *S. Craig Lindner         Director                          August 27, 1996
 ---------------------
 S. Craig Lindner
 
 *Keith E. Lindner         Director                          August 27, 1996
 ---------------------
 Keith E. Lindner
 
 *Theodore H. Emmerich     Director                          August 27, 1996
 ---------------------
 Theodore H. Emmerich
 
 *James E. Evans           Director                          August 27, 1996
 ---------------------
 James E. Evans
 
 *Thomas M. Hunt           Director                          August 27, 1996
 ---------------------
 Thomas M. Hunt
 
 *William R. Martin        Director                          August 27, 1996
 ---------------------
 William R. Martin
 
 *Fred J. Runk             Senior Vice President and         August 27, 1996
 ---------------------     Treasurer (Principal Accounting
 Fred J. Runk              Officer and Principal Financial
                           Officer)

<PAGE>

EXHIBIT 5


                               August 27, 1996


Direct Dial:  (513) 579-2540

American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio  45202

Dear Sir or Madam:

       I  have  acted as counsel to American Financial Group, Inc.,  an  Ohio
corporation  (the  "Company")  in  connection  with  the  preparation  of   a
Registration  Statement on Form S-8 filed by the Company with the  Securities
and  Exchange Commission.  The Registration Statement relates to the issuance
and  sale  of up to 100,000 shares of Common Stock, $1.00 par value,  of  the
Company   pursuant  to  the  American  Financial  Group,  Inc.   Non-Employee
Directors' Compensation Plan (the "Plan").

       In  connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such  documents as I have deemed necessary or appropriate as a basis for  the
opinions  set forth below including (i) the Registration Statement, (ii)  the
Restated and Amended Articles of Incorporation and Code of Regulations of the
Company,  each  as amended to the date hereof, and (iii) resolutions  of  the
Board  of  Directors  of the Company relating to the approval  of  the  Plan,
issuance of shares of Common Stock pursuant to the Plan and the filing of the
Registration Statement.

       Based  upon  and subject to the foregoing, I am of the  opinion  that,
when (i) the Registration Statement has become effective under the Securities
Act  of  1933  and  (ii)  the  shares of Common Stock  have  been  issued  as
contemplated  by  the Plan, such shares of Common Stock will constitute  duly
issued, fully paid and non-assessable shares of Common Stock of the Company.

       I  hereby  consent to the filing of this opinion as Exhibit 5  to  the
Registration Statement.
                                                    
                                                    
                                                    Karl J. Grafe
                                                    Karl J. Grafe
                                                    Assistant Secretary
<PAGE>

EXHIBIT 23.2



                          CONSENT OF INDEPENDENT AUDITORS

We  consent  to the incorporation by reference in the Registration  Statement
(Form S-8) and related Prospectus pertaining to the American Financial Group,
Inc.  Non-Employee  Directors'  Compensation Plan  for  the  registration  of
100,000  shares of its common stock of our report dated March 15, 1996,  with
respect  to  the consolidated financial statements and schedules of  American
Financial Group, Inc. included in its Annual Report (Form 10-K) for the  year
ended December 31, 1995, filed with the Securities and Exchange Commission.






                                                    ERNST & YOUNG LLP

Cincinnati, Ohio
August 26, 1996
[{"type": "S-8", "sequence": "1", "description": "TO REGISTER 100,000 SHARES", "secsgml_size_bytes": 17801}]
{"company-data": {"conformed-name": "AMERICAN FINANCIAL GROUP INC /OH/", "cik": "0000933537", "assigned-sic": "6331", "irs-number": "311422526", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10853", "film-number": "96621036"}, "business-address": {"street1": "ONE E FOURTH ST", "street2": "SUITE 919", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5135796600"}, "mail-address": {"street1": "ONE EAST FOURTH STREET", "street2": "SUITE 919", "city": "CINCINNATI", "state": "OH", "zip": "45202"}, "former-company": {"former-conformed-name": "AMERICAN PREMIER GROUP INC", "date-changed": "19941208"}}
As filed with the Securities and Exchange Commission on August 27, 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 FINANCIAL GROUP, INC.   I.R.S. Employer
Under the Laws              ONE EAST FOURTH STREET       Identification No.
of Ohio                     CINCINNATI, OHIO 45202         31-1422526

                       AMERICAN FINANCIAL GROUP, INC.
                  NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
                 ------------------------------------------
                                      
                           James C. Kennedy, Esq.
                     Deputy General Counsel & Secretary
                       American Financial Group, Inc.
                            1800 Provident Tower
                           One East Fourth Street
                           Cincinnati, Ohio  45202
                               (513) 579-2538
                       (Agent for Service of Process)

                       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             100,000              $30.1875            $3,018,750       $1,040.95
value $1.00 per share         Shares

(1)        This  Registration  Statement is filed for up  to  100,000  shares
  issuable  pursuant  to  the  American Financial  Group,  Inc.  Non-Employee
  Directors' Compensation Plan.

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

(3)        The  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 August 21, 1996 of $30.1875 per
   share.
Page 1 of 5 Pages
                           Exhibit Index on Page 3
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference

       The  following documents filed by American Financial Group, Inc.  (the
"Company"  or  "Registrant") with the Securities and Exchange Commission  are
incorporated herein by reference and made a part hereof:

       
       1.     The  Company's  Annual Report on Form 10-K for the  year  ended
               December 31, 1995.

       2.     The  Company's Quarterly Reports on Form 10-Q for the  quarters
               ended March 31, 1996 and June 30, 1996.

       3.     The  description of the Company's Common Stock contained in the
               Registration  Statement on Form 8-B filed on  April  17,  1995
               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 Karl J. Grafe, Esq., Assistant Secretary of the Company.
Mr. Grafe beneficially owns 665 shares of the Company's Common Stock.

Item 6.Indemnification of Directors and Officers

       Ohio  Revised Code Section 1701.13(E), allows indemnification  by  the
Registrant  to  any  person made or threatened to be  made  a  party  to  any
proceedings, other than a proceeding by or in the right of the Registrant, by
reason  of the fact that such person is or was a director, officer,  employee
or  agent of the Registrant, against expenses, including judgment and  fines,
if  such person acted in good faith and in a manner reasonably believed to be
in  or  not opposed to the best interests of the Registrant and, with respect
to  criminal actions, in which such person had no reasonable cause to believe
that  such conduct was unlawful.  Similar provisions apply to actions brought
by or in the right of the Registrant, except that no indemnification shall be
made in such cases when the person shall have been adjudged to be liable  for
negligence  or  misconduct to the Registrant unless deemed otherwise  by  the
court.   Indemnifications are to be made by a majority vote of  a  quorum  of
disinterested directors or the written opinion of independent counsel  or  by
the  shareholders  or  by the court.  The Registrant's  Code  of  Regulations
extends such indemnification.
The  Registrant  maintains,  at its expense,  Directors  and  Officers
Liability  and Company Reimbursement Liability Insurance.  The Directors  and
Officers  Liability portion of such policy covers all directors and  officers
of  the  Registrant and of the companies which are, directly  or  indirectly,
more  than  50% owned by the Registrant.  The policy provides for payment  on
behalf  of  the  directors and officers, up to the policy  limits  and  after
expenditure of a specified deductible, all Loss (as defined) from claims made
against  them  during  the  policy period for defined  wrongful  acts,  which
include errors, misstatements or misleading statements, acts or omissions and
neglect or breach of duty by directors and officers in the discharge of their
individual or collective duties as such.  The insurance includes the cost  of
investigations and defenses, appeals and bonds and statements and  judgments,
but  not fines or penalties imposed by law.  The insurance does not cover any
claim arising out of acts alleged to have been committed prior to October 24,
1978.  The insurer limit of liability under the policy is $50,000,000 in  the
aggregate  for  all  losses  each  year subject  to  certain  individual  and
aggregate  deductibles.  The policy contains various exclusions and reporting
requirements.

       The  Registrant also has entered into indemnification agreements  with
its  executive  officers and directors providing for indemnification  against
certain liabilities to the fullest extent provided by Ohio law.

Item 7.Exemption from Registration Claimed

       Not applicable.

Item 8.Exhibits

        *4    Non-Employee  Directors'  Compensation  Plan  (incorporated  by
               reference to Exhibit 10(f) of the Company's Form 10-K for  the
               year ended December 31, 1995).

        5     Opinion of Karl J. Grafe, Esq.

       23.1   Consent of Karl J. Grafe, Esq. (contained on Exhibit 5).

       23.2   Consent of Independent Auditors

       24     Powers 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 (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
this  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  this  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 20%  change
in  the  maximum  aggregate offering price set forth in the  "Calculation  of
Registration Fee" table in the effective Registration Statement and (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; provided, however, that  (i)
and (ii) shall not apply if the information required to be included in a post-
effective  amendment is contained in periodic reports filed by the Registrant
pursuant  to  Section 13 or Section 15(d) of the Securities Exchange  Act  of
1934 that are incorporated by reference in this 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 August 27, 1996.

                                AMERICAN FINANCIAL GROUP, INC.
                                By: 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 as of the dates indicated.  Persons whose names are marked with an
asterisk  (*)  below hereby designate James C. Kennedy or Karl  J.  Grafe  as
their  attorney-in-fact to sign all amendments, including any  post-effective
amendments, to this Registration Statement.

        Signature                  Capacity                       Date
 
 *Carl H. Lindner          Chairman of the Board and Chief   August 27, 1996
 ---------------------     Executive Officer (Principal
 Carl H. Lindner           Executive Officer)

 *Carl H. Lindner III      Director                          August 27, 1996
 ---------------------
 
 *S. Craig Lindner         Director                          August 27, 1996
 ---------------------
 S. Craig Lindner
 
 *Keith E. Lindner         Director                          August 27, 1996
 ---------------------
 Keith E. Lindner
 
 *Theodore H. Emmerich     Director                          August 27, 1996
 ---------------------
 Theodore H. Emmerich
 
 *James E. Evans           Director                          August 27, 1996
 ---------------------
 James E. Evans
 
 *Thomas M. Hunt           Director                          August 27, 1996
 ---------------------
 Thomas M. Hunt
 
 *William R. Martin        Director                          August 27, 1996
 ---------------------
 William R. Martin
 
 *Fred J. Runk             Senior Vice President and         August 27, 1996
 ---------------------     Treasurer (Principal Accounting
 Fred J. Runk              Officer and Principal Financial
                           Officer)
EXHIBIT 5

                               August 27, 1996

Direct Dial:  (513) 579-2540

American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio  45202

Dear Sir or Madam:

       I  have  acted as counsel to American Financial Group, Inc.,  an  Ohio
corporation  (the  "Company")  in  connection  with  the  preparation  of   a
Registration  Statement on Form S-8 filed by the Company with the  Securities
and  Exchange Commission.  The Registration Statement relates to the issuance
and  sale  of up to 100,000 shares of Common Stock, $1.00 par value,  of  the
Company   pursuant  to  the  American  Financial  Group,  Inc.   Non-Employee
Directors' Compensation Plan (the "Plan").

       In  connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such  documents as I have deemed necessary or appropriate as a basis for  the
opinions  set forth below including (i) the Registration Statement, (ii)  the
Restated and Amended Articles of Incorporation and Code of Regulations of the
Company,  each  as amended to the date hereof, and (iii) resolutions  of  the
Board  of  Directors  of the Company relating to the approval  of  the  Plan,
issuance of shares of Common Stock pursuant to the Plan and the filing of the
Registration Statement.

       Based  upon  and subject to the foregoing, I am of the  opinion  that,
when (i) the Registration Statement has become effective under the Securities
Act  of  1933  and  (ii)  the  shares of Common Stock  have  been  issued  as
contemplated  by  the Plan, such shares of Common Stock will constitute  duly
issued, fully paid and non-assessable shares of Common Stock of the Company.

       I  hereby  consent to the filing of this opinion as Exhibit 5  to  the
Registration Statement.
                                                    
                                                    
                                                    Karl J. Grafe
                                                    Karl J. Grafe
                                                    Assistant Secretary
EXHIBIT 23.2

                          CONSENT OF INDEPENDENT AUDITORS

We  consent  to the incorporation by reference in the Registration  Statement
(Form S-8) and related Prospectus pertaining to the American Financial Group,
Inc.  Non-Employee  Directors'  Compensation Plan  for  the  registration  of
100,000  shares of its common stock of our report dated March 15, 1996,  with
respect  to  the consolidated financial statements and schedules of  American
Financial Group, Inc. included in its Annual Report (Form 10-K) for the  year
ended December 31, 1995, filed with the Securities and Exchange Commission.

                                                    ERNST & YOUNG LLP

Cincinnati, Ohio
August 26, 1996