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 9, 1994            Commission File No. 1-7361
       (Date of earliest event reported)




                            AMERICAN FINANCIAL CORPORATION




       Incorporated under the Laws of Ohio                        IRS Employer
                                                 Identification No. 31-0624874



                                One East Fourth Street
                               Cincinnati, Ohio  45202
                                Phone:  (513) 579-2121



          Former name or former address, if changed since last report - not
       applicable.

       







                            AMERICAN FINANCIAL CORPORATION

                                       FORM 8-K


               Item 5.        Other Events.


          Please see  the  News Release  dated December  12, 1994  attached
          hereto as Exhibit 1.  The definitive agreement referred to in the
          News  release,   the  Agreement  and  Plan   of  Acquisition  and
          Reorganization  among  American  Premier  Group,  Inc.,  American
          Financial  Corporation,  American Premier  Underwriters,  Inc and
          others  dated  December 9,  1994, was  attached  as Exhibit  2 to
          Registration Statement No. 33-56813 on Form S-4 filed by American
          Premier Group, Inc., and is incorporated herein by reference.


                                      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 CORPORATION



          December 16, 1994             By: James C. Kennedy              
          Via EDGAR                           James C. Kennedy
                                              Deputy General Counsel and
                                                Secretary







          







          Exhibit 1 - NEWS RELEASE

                            AMERICAN FINANCIAL CORPORATION
                                  TO BE ACQUIRED BY
                         AMERICAN PREMIER UNDERWRITERS, INC. 

          FOR IMMEDIATE RELEASE

               (December 12, 1994) - American Financial Corporation ("AFC")
          announced today  that it has entered into  a definitive agreement
          to  become  a  subsidiary of  a  newly  formed  company, American
          Premier Group, Inc. ("New American  Premier") which will own both
          AFC and American Premier Underwriters, Inc. ("American Premier").

               In  the transaction,  Carl  H. Lindner  and members  of  his
          family, holders of 100% of the common stock of AFC, will exchange
          each of  their shares  of  AFC common  stock for  1.45 shares  of
          common stock  of  New American  Premier.   In addition,  American
          Premier will merge  with a different  subsidiary of New  American
          Premier  and all  shareholders of  American Premier  will receive
          shares  of New  American Premier  common stock  on a  one-for-one
          basis.

               The Lindner Family will beneficially own approximately 50.9%
          of  New  American Premier  upon  completion  of the  transaction.
          Currently,   AFC   and  the   Lindner  Family   beneficially  own
          approximately  40.4%  of  American  Premier's  outstanding common
          stock.

               AFC's   debentures  and   preferred  shares   would   remain
          outstanding  and  publicly traded.   AFC  will  continue to  be a
          separate publicly reporting company.  Holders of AFC Series F and
          G Preferred  Stock will be  given the  right to  vote in  matters
          considered  by  AFC  shareholders.    New  American  Premier  has
          announced that  following completion  of the transaction  it will
          likely  redeem some  of the  debt of  AFC and  AFC's wholly-owned
          subsidiaries.

               The  transactions are  subject  to a  number  of conditions,
          including,   among   others,  approval   by   American  Premier's
          stockholders, certain regulatory  conditions and other conditions
          customary in transactions of this nature.

               American Premier operates businesses primarily in  the areas
          of specialty property and  casualty insurance.  AFC is  a holding
          company with  financial  subsidiaries  engaged  in  property  and
          casualty  insurance, annuity  programs  and portfolio  investing.
          AFC  also  owns  a  significant  portion  of  the  voting  equity
          securities of several  publicly owned  companies.   Both AFC  and
          American Premier are Cincinnati-based companies. 

                                        # # #
          FOR FURTHER INFORMATION,
          PLEASE CONTACT
          Sandra W. Heimann
          Telephone:  513-579-2121