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:  February 12, 1996     Commission File No.1-11453
(Date of earliest event reported)




                 AMERICAN FINANCIAL GROUP, INC.




Incorporated under the laws of Ohio  IRS Employer
                                     Identification No. 31-1422526



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

Former name or former address, if changed since last report - 
not applicable.
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                 AMERICAN FINANCIAL GROUP, INC.

                            FORM 8-K


Item 5.    Other Events.

         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 Group, Inc. 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 GROUP, INC.



February 14, 1996                  By: James C. Kennedy
                                   James C. Kennedy, Secretary

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                                                        Exhibit 1


                 AMERICAN FINANCIAL GROUP, INC.
                AGREES TO SELL CITICASTERS SHARES

FOR IMMEDIATE RELEASE

      (Cincinnati, Ohio)  American Financial Group,  Inc.  (NYSE:
AFG)  announced  that  in  connection with  a  definitive  merger
agreement  entered  into yesterday between Jacor  Communications,
Inc.   and   Citicasters  Inc.,  each  Citicasters   shareholder,
including AFG and its subsidiaries, will receive $29.50 per share
in  cash  plus  certain warrants to purchase Jacor common  stock.
AFG and its subsidiaries would receive approximately $220 million
in  gross cash proceeds and expect to realize a pre-tax  gain  of
approximately  $150  million for the  approximately  7.6  million
Citicasters common shares held by them.

      If  the sale to Jacor does not close by September 30, 1996,
the  cash  purchase price per share will be increased by  $.22125
for each full month thereafter ending prior to the closing of the
transaction.  A five-year warrant to purchase one share of  Jacor
common stock at $28 per share ($26 per share if the closing  does
not  occur until on or after October 1, 1996) will be issued with
respect  to  each  five Citicasters shares,  subject  to  certain
adjustments.  The consummation of the transaction is  subject  to
certain conditions, including regulatory approvals.

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