8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 8-K




                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




                        Date of Report: December 3, 1997





                         AMERICAN FINANCIAL GROUP, INC.
               (FORMERLY AMERICAN FINANCIAL GROUP HOLDINGS, INC.)

                       Incorporated under the laws of Ohio




Commission File No. 001-13653         IRS Employer Identification No. 31-1544320




                 One East Fourth Street, Cincinnati, Ohio 45202
- --------------------------------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)




                                 (513) 579-2121
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)















Item 5.  Other Events.

           This report is made pursuant to Rule 12g-3 to reflect the position of
the Registrant as successor issuer to American  Financial Group, Inc., now known
as AFC Holdings Company,  and American  Financial  Enterprises,  Inc. The Common
Stock of AFC  Holdings  Company  was listed on the New York Stock  Exchange  and
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. The
Common Stock of American Financial  Enterprises,  Inc. was listed on the Pacific
and Chicago Stock Exchanges and also registered pursuant to Section 12(b) of the
Exchange Act.

           The succession took place by means of merger transactions whereby all
equity securities of AFC Holdings Company were exchanged for Common Stock of the
Registrant.  Common Stock of American Financial Enterprises,  Inc. not exchanged
for cash, was also exchanged for Common Stock of the Registrant.

           The Common Stock of the Registrant,  American  Financial Group, Inc.,
has been  listed on the New York  Stock  Exchange  and  registered  pursuant  to
Section 12(b) of the Exchange Act pursuant to Form 8-A filed with the Commission
on November 26, 1997 and made effective December 1, 1997.

           See attached News Release regarding the  above-described  mergers and
certain other matters.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

           (c) Exhibits

               99  News Release dated December 2, 1997.


                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                        American Financial Group, Inc.



                                        BY:   /s/James C. Kennedy
                                              ----------------------------------
                                               James C. Kennedy
                                               Secretary
Signed:  December 3, 1997

EX-99

AMERICAN
FINANCIAL GROUP, INC.                                               NEWS RELEASE
- --------------------------------------------------------------------------------

Date:          December 2, 1997               Contact:      Anne N. Watson

For Release:    Immediately                   Phone: (513) 579-6652
                                              Web Site:     http://www.amfnl.com


                          AMERICAN FINANCIAL GROUP AND
                          SUBSIDIARIES APPROVE PLANS TO
                          SIMPLIFY CORPORATE STRUCTURE


 (Cincinnati,  Ohio) American  Financial Group, Inc. (NYSE: AFG) announced today
that  shareholders  of  AFG  and  two of its  subsidiaries,  American  Financial
Corporation  ("AFC") and American  Financial  Enterprises,  Inc.  ("AFEI") voted
overwhelmingly to approve their respective mergers,  which were completed today.
The mergers are  expected to reduce  AFG's  corporate  expenses and simplify the
public company structure of certain subsidiaries.

 AFG  shareholders  approved the formation of a new holding company which is now
the  parent  entity of all of AFG's  subsidiaries.  More than 99% of the  shares
voting on the matter  voted to approve the AFG  reorganization.  The new holding
company has changed its name to American  Financial Group, Inc. and its stock is
trading on the NYSE under the "AFG" symbol.  AFG  shareholders  will NOT have to
exchange certificates or take any further action.

AFEI Transaction

 AFG now owns 100% of the outstanding stock of AFEI;  formerly,  it owned 81% of
AFEI's common stock with public  shareholders owning the remainder (2.77 million
shares).  Holders of over 98% of AFEI's shares voted to approve the merger. AFEI
shareholders  had the option to receive AFG common stock on a one-for-one  basis
or $37.00 per share in cash.  AFG expects to issue shares of AFG common stock in
exchange for almost 90% of the AFEI common stock.

AFC Transaction

 AFC  merged  with a  wholly-owned  subsidiary  and  holders of its Series F and
Series G  Preferred  Stock are  entitled  to  receive  cash or, at the  holders'
elections,  a new series of AFC Series J Preferred  Stock.  The  transaction was
approved  by  holders of  approximately  95% of the Series F and Series G shares
voted on the matter. Holders of Series F Preferred Stock will receive $24.78 per
share in cash or Series J Preferred  Stock plus an accrued  dividend of $.15 per
share; holders of Series G Preferred Stock will receive $10.50 per share plus an
accrued dividend of $.26 per share. AFC will pay approximately  $250 million and
issue approximately 2.8 million shares of its Series J Preferred Stock to former
holders of Series F and Series G Preferred Stock. Series J Preferred Stock has a
liquidation  value of $25.00 per share and will pay an annual  dividend of $2.00
per share beginning May 1, 1998.







 American  Financial  Group is engaged  primarily  in specialty  and  multi-line
property  and  casualty  insurance  businesses  and in the sale of  tax-deferred
annuities and certain life and health insurance products.