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:  July 11, 1997      Commission File No. 1-7361
(Date of earliest event reported)




                 AMERICAN FINANCIAL CORPORATION




Incorporated under               IRS Employer
the laws of Ohio                 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 appl
icable.




                 AMERICAN FINANCIAL CORPORATION

                            FORM 8-K

Item 5.    Other Events.

      On  July  11, 1997, American Financial Corporation  ("AFC")
entered  into  an agreement with American Financial  Group,  Inc.
pursuant  to  which AFC's Series F and Series G  Preferred  Stock
will  be exchanged, at the option of each holder, for $22.35  and
$10.50 cash, respectively, or a new issue of AFC voting preferred
stock.    Please  see  the  News  Release  attached   hereto   as
Exhibit 1.


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

    (a)    Not Applicable
    (b)    Not Applicable
    (c)    Exhibit (99) Additional Exhibits.
           (1)   American Financial Corporation News Release


                           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



July 14, 1997             By:   James C. Kennedy
                              James C. Kennedy
                              Deputy General Counsel & Secretary



                                                                 
                                                        Exhibit 1

                 AMERICAN FINANCIAL CORPORATION
                          NEWS RELEASE


Date:    July 11, 1997              Contact:  Anne N. Watson

For Release:   Immediately          Phone:    (513) 579-6652


                 AMERICAN FINANCIAL CORPORATION
             ANNOUNCES SIGNING OF MERGER AGREEMENTS


      (Cincinnati, Ohio)  American Financial Corporation  ("AFC")
announced  today  that  it has entered  into  an  agreement  with
American  Financial Group, Inc. ("AFG") pursuant to  which  AFC's
Series  F and Series G Preferred Stock will be exchanged, at  the
option  of each holder, for $22.35 and $10.50 cash, respectively,
or a new issue of AFC voting preferred stock.

      AFG  owns  100% of the common stock and 76% of  the  voting
equity  securities of AFC.  AFC has two series  of  publicly-held
voting preferred stock, Series F and Series G, both listed on the
Pacific Exchange, which together represent approximately  24%  of
AFC's voting securities.

      Under  the merger agreement, AFC will merge with a  wholly-
owned  subsidiary  pursuant  to which  each  share  of  Series  F
Preferred  Stock  will  be converted into the  right  to  receive
$22.35 per share and each share of Series G Preferred Stock  will
be  converted  into the right to receive $10.50 per  share.   The
aggregate  merger consideration to be received by a holder  would
be  payable, at the holder's election, either in cash, in  shares
of  a  new AFC Series J Preferred Stock, or a combination of  the
two.   The transaction has been structured to be tax-free to  AFC
Preferred Shareholders receiving solely Series J Preferred  Stock
in the merger.

      While the basic terms of the transaction remained the  same
as  those  announced  on April 23, 1997, subsequent  negotiations
between  AFG and a Special Committee of AFC's Board of  Directors
did  result in an increase in the amount of consideration  to  be
received by holders of Series F Preferred Stock.

     Holders of  Series J Preferred Stock will hold approximately
23%  of  the voting power of AFC after the AFC Merger, which  has
been   structured  to  be  tax  free  to  current  AFC  preferred
stockholders receiving solely shares of Series J Preferred Stock.
The Series J Preferred Stock will be redeemable, at AFC's option,
at  103% of principal amount after the eighth anniversary of  its
issuance, declining to 101.5% of principal amount after the ninth
anniversary  and  100%  of  principal  amount  after  the   tenth
anniversary of its issuance.  It will have a liquidation value of
$22.35 per share and an annual dividend of $1.90 per share,  paid
on  a  semi-annual  basis.   The Merger Agreement  requires  that
approximately  $70.4  million in liquidation  value  of  the  new
Preferred  Stock be issued in the transaction.  If the  Series  J
Preferred Stock alternative is over-subscribed, holders  will  be
allocated shares on a pro-rata basis.

      This  announcement does not constitute  a  solicitation  of
proxies or consents of AFC shareholders, which will only be  made
by  means of a proxy statement relating to the proposal which  is
expected  to be filed with the Securities and Exchange Commission
within the next week.

      American  Financial  Group Inc., through  AFC,  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.


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