AMERICAN FINANCIAL ENTERPRISES INC /CT/
8-K, 1996-02-14
RAILROADS, LINE-HAUL OPERATING
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                 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. 1-1345
(Date of earliest event reported)




              AMERICAN FINANCIAL ENTERPRISES, INC.




Incorporated under the laws of Ohio   IRS Employer
                                      Identification No. 31-0996797



                     One East Fourth Street
                     Cincinnati, Ohio  45202
                     Phone:  (513) 579-2172
                                
                                

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


<PAGE>

              AMERICAN FINANCIAL ENTERPRISES, 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 Enterprises, 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 ENTERPRISES, INC.



February 14, 1996          By: James C. Kennedy
                                James C. Kennedy
                                Deputy General Counsel & Secretary



<PAGE>
                                                                 
                                                                 
                                                        Exhibit 1


              AMERICAN FINANCIAL ENTERPRISES, INC.
              AGREES TO SELL ITS CITICASTERS SHARES

      (Cincinnati,  Ohio)  American Financial  Enterprises,  Inc.
("AFEI")  announced that in connection with a  definitive  merger
agreement  entered  into yesterday between Jacor  Communications,
Inc.   and   Citicasters  Inc.,  each  Citicasters   shareholder,
including  AFEI,  will  receive $29.50 per  share  in  cash  plus
certain  warrants  to purchase Jacor common  stock.   AFEI  would
receive  approximately  $77 million in gross  cash  proceeds  and
expect to realize a pre-tax gain of approximately $50 million for
the approximately 2.6 million Citicasters common shares it holds.

      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.

      AFEI is a holding company whose assets consist primarily of
investments  in  American  Financial  Group,  Inc.  and  American
Annuity Group, Inc. in addition to its stake in Citicasters  Inc.
AFEI's  common  stock  trades on the Pacific  and  Chicago  Stock
Exchanges under the symbol "AFE".



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