AMERICAN ANNUITY GROUP INC
10-Q, 1995-05-12
INSURANCE CARRIERS, NEC
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   <PAGE>




                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.  20549


                                    FORM 10-Q


             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


   For the Quarterly Period Ended                              Commission File
   March 31, 1995                                              No. 1-11632



                           AMERICAN ANNUITY GROUP, INC.



   Incorporated under                                          IRS Employer
   I.D.
   the Laws of Delaware                                        No. 06-1356481



                  250 East Fifth Street, Cincinnati, Ohio  45202
                                  (513) 333-5300







   Indicate by check mark whether the Registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months, and (2) has been subject to such
   filing requirements for the past 90 days.  Yes   X       No      




   As of May 1, 1995, there were 39,141,080 shares of the Registrant's Common
   Stock outstanding.  












                                   Page 1 of 15



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q
                                      PART I
                              FINANCIAL INFORMATION

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEET
                              (Dollars in millions)

   <TABLE>
   <CAPTION>
                                                  March 31, December 31,
                                                      1995         1994 
   <S>                                            <C>       <C>
   ASSETS
     Investments:
       Fixed maturities:
         Held to maturity - at amortized cost 
          (market - $3,265.1 and $3,062.4)        $3,352.4   $3,273.7 
         Available for sale - at market
          (amortized cost - $1,373.9 and $1,326.4) 1,360.9    1,258.6 
       Equity securities - at market (cost - $9.8
         and $10.7)                                   19.1       21.7 
       Investment in affiliate                        22.2       20.8 
       Mortgage loans on real estate                  45.2       47.2 
       Real estate, net of accumulated depreciation   28.7       28.0 
       Policy loans                                  189.0      185.5 
       Short-term investments                         14.2       26.0 
         Total investments                         5,031.7    4,861.5 

     Cash                                             14.4       36.7 
     Accrued investment income                        82.8       77.7 
     Deferred policy acquisition costs, net           68.7       65.1 
     Other assets                                     59.7       48.9 

         Total assets                             $5,257.3   $5,089.9 


   LIABILITIES AND STOCKHOLDERS' EQUITY
     Annuity policyholders' funds accumulated     $4,706.3   $4,618.1 
     Notes payable                                   174.2      183.3 
     Payable for securities purchased                 33.6        -   
     Payable to affiliates, net                       22.2        1.2 
     Accounts payable, accrued expenses and other
       liabilities                                    76.2       82.9 
         Total liabilities                         5,012.5    4,885.5 

     Preferred Stock                                   -          -   
     Common Stock, $1 par value
       -100,000,000 shares authorized
       - 39,141,080 shares outstanding                39.1       39.1 
     Capital surplus                                 330.8      330.8 
     Retained earnings (deficit)                    (125.1)    (136.5)
     Unrealized loss on marketable securities, net of
       deferred income taxes and insurance adjustments                                                       -        (29.0)
         Total stockholders' equity                  244.8      204.4 

         Total liabilities and stockholders' equity                                                  $5,257.3   $5,089.9 

   </TABLE>



                                        2



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED INCOME STATEMENT
                     (In millions, except per share amounts)
   <TABLE>
   <CAPTION>

                                                    Three months ended  
                                                         March 31,      
                                                      1995       1994  
   <S>                                               <C>        <C>
   Revenues:

     Net investment income                           $95.9      $90.4  
     Realized gains on sales of investments            0.1        0.6 
     Equity in net earnings of affiliate               1.6        1.6 
     Other income                                      0.6        0.3 
                                                      98.2       92.9 
   Costs and Expenses:
     Benefits to annuity policyholders                64.3       59.2 
     Interest on borrowings and other debt expenses    4.6        6.0 
     Amortization of deferred policy acquisition costs 1.8        1.7 
     Other operating and general expenses             10.0        9.3 
                                                      80.7       76.2 
   Income before income taxes, extraordinary item and
     cumulative effect of accounting change           17.5       16.7 
   Provision for income taxes                          6.1        5.9 

   Income before extraordinary item and
     cumulative effect of accounting change           11.4       10.8 

   Extraordinary item, net of tax                       -        (1.1)
   Cumulative effect of accounting change, net of tax   -        (0.5)

   Net Income                                        $11.4      $ 9.2 


     Preferred dividend requirement                     -         0.9 

     Net income applicable to Common Stock           $11.4      $ 8.3 

     Average Common Shares outstanding                39.1       35.1 


   Earnings (loss) per common share:
     Continuing operations                           $0.29      $0.28 
     Extraordinary items                                -       (0.03)
     Cumulative effect of accounting change             -       (0.01)
     Net income                                      $0.29      $0.24 

   </TABLE>











                                        3



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (In millions)

                                                    Three months ended  
                                                        March 31,      
                                                      1995       1994 
   Preferred Stock:
     Balance at beginning of period                 $   -      $ 29.9 
     Exchanged for Common Stock                         -       (30.0)
     Accretion of discount                              -         0.1 
       Balance at end of period                     $   -      $   -  


   Common Stock:
     Balance at beginning of period                 $ 39.1     $ 35.1 
     Issued during the period                           -         4.0 
       Balance at end of period                     $ 39.1     $ 39.1 


   Capital Surplus:
     Balance at beginning of period                 $330.8     $301.0 
     Common Stock issuance                              -        33.0 
     Preferred dividends declared                       -        (0.8)
     Accretion of preferred stock discount              -        (0.1)
       Balance at end of period                     $330.8     $333.1 


   Retained Earnings (Deficit):
     Balance at beginning of period                ($136.5)   ($172.6)
     Net Income                                       11.4        9.2 
       Balance at end of period                    ($125.1)   ($163.4)


   Unrealized Gains (Losses), Net:
     Balance at beginning of period                ($ 29.0)    $ 56.9 
     Change during period                             29.0      (32.2)
       Balance at end of period                     $   -      $ 24.7 





















                                        4



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

                  AMERICAN ANNUITY GROUP, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (In millions)

   <TABLE>
   <CAPTION>
                                                    Three months ended  
                                                         March 31,       
                                                      1995       1994 
   <S>                                              <C>        <C>
   Operating activities:
     Net income                                     $ 11.4     $  9.2 
     Adjustments:
       Extraordinary losses on retirement of debt       -         1.1 
       Cumulative effect of accounting change           -         0.5 
       Benefits to annuity policyholders              64.3       59.2 
       Amortization of deferred policy acquisition costs 1.8        1.7 
       Equity in net earnings of affiliate            (1.6)      (1.6)
       Depreciation and amortization                   0.6       (2.2)
       Realized gains on investing activities         (0.1)      (0.6)
       Increase in accrued investment income          (5.1)      (8.7)
       Increase in deferred policy acquisition costs  (8.8)      (6.4)
       Increase in accounts payable, accrued 
         expenses and other liabilities                2.1       (6.0)
       Other, net                                      1.0       (0.5)
                                                      65.6       45.7 

   Investing activities:
     Purchases of:
       Fixed maturity investments                   (181.6)    (408.7)
       Real estate, mortgage loans and other assets   (1.7)      (3.1)
     Maturities and paydowns of fixed maturity investments 29.4  53.6 
     Sales of:
       Fixed maturity investments                     43.4      241.8 
       Equity securities                               1.0        0.5 
       Real estate, mortgage loans and other assets    2.3        9.9 
     Increase in policy loans                         (3.5)      (1.6)
                                                    (110.7)    (107.6)

   Financing activities:
     Annuity receipts                                119.4       94.9 
     Annuity surrenders, benefits and withdrawals    (99.4)     (86.4)
     Additions to notes payable                        2.5        3.0 
     Reductions of notes payable                     (11.5)        -  
                                                      11.0       11.5 

   Net decrease in cash and short-term investments   (34.1)     (50.4)

   Cash and short-term investments at beginning of period                                                      62.7       72.0 
   Cash and short-term investments at end of period $ 28.6     $ 21.6 

   </TABLE>








                                        5



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   A. Accounting Policies

      Basis of Presentation  The accompanying consolidated financial
      statements for American Annuity Group, Inc. ("AAG" or the "Company") and
      subsidiaries are unaudited, but management believes that all adjustments
      (consisting only of normal recurring accruals unless otherwise disclosed
      herein) necessary for fair presentation have been made.  The results of
      operations for interim periods are not necessarily indicative of results
      to be expected for the year.  The financial statements have been
      prepared in accordance with the instructions to Form 10-Q and therefore
      do not include all information and footnotes necessary to be in
      conformity with generally accepted accounting principles.  Certain
      reclassifications have been made to prior periods to conform to the
      current year's presentation.

      On April 3, 1995, American Premier Group, Inc. acquired 100% of the
      common stock (79% of the voting stock) of American Financial Corporation
      ("AFC").  American Premier and its subsidiaries owned 31,872,721 shares
      (81%) of AAG's Common Stock at April 30, 1995.

      Investments  When available, fair values for investments are based on
      prices quoted in the most active market for each security.  If quoted
      prices are not available, fair value is estimated based on present
      values, fair values of comparable securities, or similar methods.

      AAG implemented Statement of Financial Accounting Standards ("SFAS") No.
      115, "Accounting for Certain Investments in Debt and Equity Securities",
      beginning December 31, 1993.  This standard requires that (i) debt
      securities be classified as "held to maturity" and reported at amortized
      cost if AAG has the positive intent and ability to hold them to
      maturity, (ii) debt and equity securities be classified as "trading" and
      reported at fair value, with unrealized gains and losses included in
      earnings, if they are bought and held principally for selling in the
      near term and (iii) debt and equity securities not classified as held to
      maturity or trading be classified as "available for sale" and reported
      at fair value, with unrealized gains and losses reported as a separate
      component of stockholders' equity.  Only in certain limited
      circumstances, such as significant issuer credit deterioration or if
      required by insurance or other regulators, may a company change its
      intent to hold a certain security to maturity without calling into
      question its intent to hold other debt securities to maturity in the
      future.

      Short-term investments are carried at cost; mortgage loans on real
      estate are generally carried at amortized cost; policy loans are stated
      at the aggregate unpaid balance.  Carrying amounts of these investments
      approximate their fair value.

      Gains or losses on sales of securities are recognized at the time of
      disposition with the amount of gain or loss determined on the specific
      identification basis.  When a decline in the value of a specific
      investment is considered to be other than temporary, a provision for
      impairment is charged to earnings and the carrying value of that
      investment is reduced.  Premiums and discounts on CMOs are amortized
      over their expected average lives using the interest method.

                                        6



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

      Investment in Affiliate  AAG's investments in equity securities of
      companies that are 20% to 50% owned by AFC and its subsidiaries are
      carried at cost, adjusted for a proportionate share of their
      undistributed earnings or losses.  

      Deferred Policy Acquisition Costs ("DPAC")  DPAC (principally
      commissions, advertising, policy issuance and sales expenses that vary
      with and are primarily related to the production of new business) is
      deferred and amortized, with interest, in relation to the present value
      of expected gross profits on the policies.  These gross profits consist
      principally of net investment income and future surrender charges, less
      interest on policyholders' funds and future policy administration
      expenses.  DPAC is reported net of unearned revenue relating to certain
      policy charges that represent compensation for future services.  These
      unearned revenues are recognized as income using the same assumptions
      and factors used to amortize DPAC.

      To the extent that unrealized gains (losses) from securities classified
      as "available for sale" would result in adjustments to DPAC, unearned
      revenues and policyholder liabilities had those gains (losses) actually
      been realized, such balance sheet amounts are adjusted, net of deferred
      taxes.

      Annuity Policyholders' Funds Accumulated  Annuity receipts and benefit
      payments are generally recorded as increases or decreases in "annuity
      policyholders' funds accumulated" rather than as revenue and expense. 
      Increases in this liability for interest credited are charged to expense
      and decreases for surrender charges are credited to other income.

      Income Taxes  AAG and its 80%-owned subsidiaries are consolidated with
      AFC for federal income tax purposes.

      AAG and Great American Life Insurance Company ("GALIC") have separate
      tax allocation agreements with AFC which designate how tax payments are
      shared by members of the tax group.  In general, both companies compute
      taxes on a separate return basis.  GALIC is obligated to make payments
      to (or receive benefits from) AFC based on taxable income without regard
      to temporary differences.  In accordance with terms of AAG's indentures,
      AAG receives GALIC's tax allocation payments for the benefit of AAG's
      deductions arising from current operations.  If GALIC's taxable income
      (computed on a statutory accounting basis) exceeds a current period net
      operating loss of AAG, the taxes payable by GALIC associated with the
      excess are payable to AFC.  If the AFC tax group utilizes any of AAG's
      net operating losses or deductions that originated prior to 1993, AFC
      will pay to AAG an amount equal to the benefit received.

      The Company recognizes deferred tax assets if it is more likely than not
      that a benefit will be realized.  Deferred income tax assets and
      liabilities are determined based on differences between financial
      reporting and tax bases and are measured using enacted tax rates. 
      Current and deferred tax assets and liabilities are aggregated with
      other amounts receivable or payable to affiliates.

      Statement of Cash Flows  For cash flow purposes, "investing activities"
      are defined as making and collecting loans and acquiring and disposing
      of debt or equity instruments and property and equipment.  "Financing
      activities" include annuity receipts, surrenders and withdrawals and  
                                        7



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


      obtaining resources from owners andproviding them with a return on their
      investments.  All other activities are considered "operating".  Short
      term investments having original maturities of three months or less when
      purchased are considered to be cash equivalents for purposes of
      financial statements.

      Benefit Plans  AAG and certain of its subsidiaries provide certain
      benefits to former employees.  Effective January 1, 1994, AAG
      implemented SFAS No. 112, "Employers' Accounting for Postemployment
      Benefits".

      AAG sponsors an Employee Stock Ownership Retirement Plan ("ESORP")
      covering all employees who are qualified as to age and length of
      service.  The ESORP, which invests primarily in securities of AAG, is a
      trusteed, noncontributory plan for the benefit of the employees of AAG
      and its participating subsidiaries.  Contributions are discretionary by
      the directors of AAG and are charged against earnings in the year for
      which they are declared.  Qualified employees having vested rights in
      the plan are entitled to benefit payments at age 60.  

   B. Investments

      The carrying value of AAG's fixed maturity portfolio was comprised of
      the following at March 31, 1995:

                                            Held toAvailable 
                                           Maturity for Sale  Total  
         U. S. Government and government
           agencies and authorities            0%       2%       2%  
         Public utilities                     10        1       11   
         Mortgage-backed securities           15       13       28   
         All other corporate                  46       13       59   
                                              71%      29%     100%  



       "Investing activities" related to fixed maturity investments during
       1995 in AAG's Statement of Cash Flows consisted of the following:

                                            Held toAvailable 
                                           Maturity for Sale  Total  

         Purchases                          ($69.9) ($111.7) ($181.6)
         Maturities and paydowns              12.7     16.7     29.4 
         Sales                                  -      43.4     43.4 

   C.  Investment in Affiliate

       Investment in affiliate reflects AAG's 5% ownership (2.7 million
       shares) of the common stock of Chiquita Brands International
       ("Chiquita") which is accounted for under the equity method.  AFC and
       its other subsidiaries own an additional 40% interest in the common
       stock of Chiquita.  Chiquita is a leading international marketer,
       processor and producer of quality food products.  The market value of
       AAG's investment in Chiquita was approximately $34 million at March 31,
       1995, compared to $36 million at December 31, 1994.  

                                        8



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   D.  Deferred Policy Acquisition Costs

       The DPAC balances at March 31, 1995 and December 31, 1994 are shown net
       of unearned revenues of $157.1 million and $158.8 million,
       respectively.

   E.  Notes Payable

       Notes payable consisted of the following (in millions):
   <TABLE>
   <CAPTION>
                                                 March 31, December 31,
           <S>                                     <C>             <C> 
           AAG (Parent Company):                      1995         1994
             11-1/8% Senior Subordinated Notes due 2003                                                    $103.9       $103.9
             9-1/2% Senior Notes due 2001             41.5         44.0
             Bank Credit Line due 1998                23.5         30.0
           Subsidiary debt                             5.3          5.4
                Total                               $174.2       $183.3
   </TABLE>
       In January 1995, AAG repurchased $2.5 million principal amount of its
       notes payable, realizing no material gain or loss.

       AAG has no scheduled principal payments on its 9-1/2% Notes and 11-1/8%
       Notes until 2001; its Bank Credit Line matures in 1998.

   F.  Stockholders' Equity

       The Company is authorized to issue 25,000,000 shares of Preferred Stock,
       par value $1.00 per share.  

       On March 31, 1994, AAG issued approximately 3.2 million shares of Common
       Stock in exchange for its outstanding Series A Preferred Stock.  The
       Preferred shares had a redemption value of $100 per share and paid
       dividends at the rate of $7.00 per share per annum.
    
   G.  Contingencies

       The Company is continuing its investigations and clean-up activities in
       accordance with consent agreements with state environmental agencies. 
       Based on the costs incurred over the past several years and discussions
       with independent environmental consultants, management does not believe
       that these clean-up activities will have a material effect upon the
       Company's financial position, results of operations or cash flows.

       In 1991, the Company identified possible deficiencies in procedures for
       reporting quality assurance information to the Defense Electronics
       Supply Center ("DESC") with respect to the Company's former
       manufacturing operations.  Over the last several years, the Company has
       been engaged in negotiations with the United States Government with
       respect to the settlement of claims the Government might have arising
       out of the reporting deficiencies.  Based on these negotiations, the
       Company believed it had sufficient reserves to cover the estimated
       settlement amount.  In March 1995, the Company received notification
       from the government indicating additional reporting deficiencies.  The
       Company is in the process of evaluating this information and is unable
       to ascertain the validity of these new claims or the amounts involved. 
       It is impossible to determine the impact, if any, of these alleged
       claims on the Company and its financial condition.

                                    9



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


   H.  Statutory Information

       GALIC is required to file financial statements with state insurance
       regulatory authorities prepared on an accounting basis prescribed or
       permitted by such authorities (statutory basis).  For the three months
       ended March 31, 1995, GALIC's statutory net income was $12.9 million
       compared to $14.7 million for the same period in 1994.  Certain
       statutory balance sheet amounts were as follows (in millions):

                                            March 31, December 31,
                                                1995         1994 
               Policyholders' surplus         $254.3       $255.9 
               Asset valuation reserve          77.0         79.5 
               Interest maintenance reserve     26.1         27.7 

       The amount of dividends which can be paid by GALIC without prior
       approval of regulatory authorities is subject to restrictions relating
       to capital and surplus and statutory net income.  Based on earned
       surplus at December 31, 1994, GALIC may pay approximately $49.7 million
       in dividends in 1995 without prior approval.  In the first three months
       of 1995, AAG received $16.8 million in capital distributions from GALIC.


                                        10



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
                 of Financial Condition and Results of Operations


   GENERAL

   AAG is organized as a holding company with nearly all of its operations
   being conducted by Great American Life Insurance Company ("GALIC").  The
   parent corporation, however, has continuing expenditures for administrative
   expenses, corporate services, liabilities in connection with discontinued
   operations and, most importantly, for the payment of interest and principal
   on borrowings.  Since its continuing business is financial in nature, AAG
   does not prepare its consolidated financial statements using a current-
   noncurrent format.  Consequently, certain traditional ratios and financial
   analysis tests are not meaningful.

   LIQUIDITY AND CAPITAL RESOURCES  

   Ratios  AAG's ratio of earnings to fixed charges was 4.5 for the first
   quarter of 1995 compared to 3.4 for the first quarter of 1994.  The ratio of
   AAG's consolidated debt to equity, excluding the effects of unrealized gains
   and losses on stockholders' equity, was .71 at March 31, 1995, compared to
   .79 at December 31, 1994 and 1.17 at December 31, 1993.  These same ratios
   including the effects of unrealized gains and losses were .71, .90, and .90,
   respectively.  

   The National Association of Insurance Commissioners ("NAIC") has adopted a
   model law enacting risk-based capital ("RBC") formulas and setting
   thresholds for regulatory action.  At March 31, 1995, GALIC's capital ratios
   significantly exceeded RBC requirements.

   Sources and Uses of Funds  AAG's ability to make payments of interest and
   principal on its debt and other holding company costs is dependent on
   payments from GALIC in the form of capital distributions and income tax
   payments.  Through March 31, 1995, $23.1 million in such payments had been
   received from GALIC.

   The amount of capital distributions which can be paid by GALIC is subject to
   restrictions relating to capital and surplus and statutory net income.  In
   addition, any dividend or distribution paid from other than earned surplus
   is considered an extraordinary dividend and may be paid only after prior
   regulatory approval.  The maximum amount of dividends payable by GALIC in
   1995 without prior regulatory approval is approximately $49.7 million, of
   which $16.8 million was paid in the first quarter of 1995.

   AAG has a $50 million revolving bank line with three banks under which $23.5
   million was outstanding at March 31, 1995.  Amounts outstanding under this
   agreement bear interest at variable rates tied to either Prime or LIBOR, at
   the discretion of the Company.  Borrowings thereunder may be used for
   general corporate purposes.  AAG has used the amounts borrowed under the
   bank line primarily to repurchase its outstanding debt.

   Based upon the current level of operations and anticipated growth, AAG
   believes that it will have sufficient resources to meet its liquidity
   requirements.




                                        11



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   Investments  The Ohio Insurance Code contains rules restricting the types
   and amounts of investments which are permissible for Ohio life insurers. 
   These rules are designed to ensure the safety and liquidity of insurers'
   investment portfolios.  The National Association of Insurance Commissioners
   ("NAIC") is considering the formulation of a model investment law which, if
   adopted, would have to be considered by Ohio for adoption.  The formulation
   is in the preliminary stages and management believes its impact on AAG's
   operations will not be material. 
    
   The NAIC assigns quality ratings to publicly traded as well as privately
   placed securities.  These ratings range from Class 1 (highest quality) to
   Class 6 (lowest quality).  The following table shows the Company's fixed
   maturity portfolio by NAIC designation (and comparable Standard & Poor's
   Corporation rating) as of March 31, 1995:

         NAIC                                       % of Total 
         Rating  Comparable S&P Rating             Market Value
            1    AAA, AA, A                               60%  
            2    BBB                                      34   
                      Total investment grade              94   
            3    BB                                        4   
            4    B                                         2   
            5    CCC, CC, C                                *   
            6    D                                         0   
                      Total non-investment grade           6   
                      Total fixed maturities             100%  
   [FN]                          
         * less than 1%

   Management believes that AAG's high quality investment portfolio should
   generate a stable and predictable overall investment return.

   AAG invests primarily in fixed income investments which, including loans and
   short-term investments, comprised over 98% of its investment portfolio at
   March 31, 1995.  AAG generally invests in securities with intermediate-term
   maturities with an objective of optimizing interest yields while maintaining
   an appropriate relationship of maturities between AAG's assets and expected
   liabilities.  AAG's fixed maturity portfolio is classified into two
   categories:  "held to maturity" and "available for sale" (see Note A to the
   financial statements).

   As of March 31, 1995, the pretax unrealized loss on AAG's fixed maturity
   portfolio had decreased approximately $178 million since year end 1994. 
   This decrease, representing approximately 4% of the carrying value of AAG's
   bond portfolio, resulted primarily due to a decrease in the general level of
   interest rates.

   At March 31, 1995, none of the Company's fixed maturity investments were
   non-performing.  In addition, AAG has little exposure to mortgage loans and
   real estate, which represented only 1.4% of total assets at March 31, 1995. 
   The majority of mortgage loans and real estate was purchased within the last
   two years.



                                        12



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   At March 31, 1995, AAG's mortgage-backed securities portfolio, which
   consisted primarily of collateralized mortgage obligations ("CMOs"),
   represented approximately 28% of fixed maturity investments.  As of March
   31, 1995, interest only (I/O), principal only (P/O) and other "high risk"
   CMOs were less than three tenths of one percent of total assets.  AAG
   invests primarily in CMOs which are structured to minimize prepayment risk. 
   In addition, the majority of CMOs held by AAG were purchased at a discount
   to par value.  Management believes that the structure and discounted nature
   of the CMOs will minimize the effect of prepayments on earnings over the
   anticipated life of the CMO portfolio.

   Substantially all of AAG's CMOs are AAA-rated by Standard & Poor's
   Corporation and are collateralized primarily by GNMA, FNMA and FHLMC single-
   family residential pass-through certificates.  The market in which these
   securities trade is highly liquid.  Aside from interest rate risk, AAG does
   not believe a material risk (relative to earnings or liquidity) is inherent
   in holding such investments.

   RESULTS OF OPERATIONS  

   Pretax Earnings and General  Pretax earnings from operations (before
   realized gains and non-recurring charges) were $17.4 million in the first
   three months of 1995 compared to $16.1 million for the same period in 1994. 
   This improvement can be attributed to the growth in invested assets.

   The following table summarizes GALIC's annuity receipts (in millions):

                                                   Three months ended
                                                        March 31,    
                                                     1995       1994
              Flexible Premium Deferred Annuities:
                 First Year                          $ 11       $ 11
                 Renewal                               53         55
                                                       64         66
              Single Premium Deferred Annuities        55         29
                 Total annuity receipts              $119       $ 95

   Annuity premiums increased 25% during the first quarter of 1995 compared to
   the same period in 1994 due to strong growth in sales of single premium
   products.

   All of GALIC's products are fixed rate annuities which permit GALIC to
   change the crediting rate at any time (subject to minimum interest rate
   guarantees of 3% to 4% per annum).  As a result, management has been able to
   react to changes in interest rates and maintain a desired interest rate
   spread with little or no effect on persistency.

   Net Investment Income  Net investment income increased 6% over the
   comparable three month period in 1994 due primarily to an increase in the
   Company's average fixed maturity investment base.  Investment income is
   reflected net of investment expenses of $1.2 million in 1995 and 1994.




                                        13



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q

                       Management's Discussion and Analysis
           of Financial Condition and Results of Operations - Continued


   Realized Gains  Individual securities are sold from time to time as market
   opportunities appear to present optimal situations under AAG's investment
   strategies.

   Equity in Net Earnings of Affiliate  Chiquita's quarterly results are
   subject to significant seasonal variations and are not necessarily
   indicative of its results of operations for a full fiscal year.  Seasonal
   pricing generally produces stronger earnings in the first six months of the
   year.

   Benefits to Annuity Policyholders  Benefits to annuity policyholders
   increased 9% over the comparable three month period in 1994 due primarily to
   an increase in average annuity policyholder funds accumulated.  The rate at
   which GALIC credits interest on annuity policyholders' funds is subject to
   change based on management's judgment of market conditions.

   Interest on Borrowings and Other Debt Expenses  Interest expense decreased
   23% in the first quarter of 1995 compared to the same period in 1994 due to
   debt repurchases throughout 1994. 

   Other Operating and General Expenses  Other operating and general expenses
   increased by $700,000 in the first quarter of 1995 compared to the same
   period in 1994 due primarily to an increase in marketing expenses related to
   new distribution channels.

   Extraordinary Items  On March 31, 1994, AAG retired approximately $7.1
   million principal amount of its 11-1/8% Senior Subordinated Notes realizing
   a pretax loss of approximately $570,000. In addition, AAG recorded a pretax
   charge of approximately $1.1 million in the first quarter of 1994,
   representing AAG's proportionate share of Chiquita's extraordinary loss on
   the retirement of certain of its debt in the first quarter of 1994.

   Accounting Change  Effective January 1, 1994, AAG implemented SFAS No. 112,
   "Employers' Accounting for Postemployment Benefits", and recorded a pretax
   charge of $740,000 for the projected future costs of providing certain
   benefits to former employees of GALIC.

                                    14



   <PAGE>
                        AMERICAN ANNUITY GROUP, INC. 10-Q
                                     PART II
                                OTHER INFORMATION


   Item 6 - Exhibits and reports on Form 8-K

   (a)        Exhibit 27 - Financial Data Schedule as of March 31, 1995.  For
              submission in electronic filing only.

   (b)        Report on Form 8-K - None.






                                    Signature



   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 duly authorized.


                                      American Annuity Group, Inc.



   May 12, 1995                       BY:/s/William J. Maney             
                                         William J. Maney
                                         Senior Vice President, Treasurer
                                           and Chief Financial Officer

                                     15




<TABLE> <S> <C>

<ARTICLE> 7
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<DEBT-HELD-FOR-SALE>                         1,360,900
<DEBT-CARRYING-VALUE>                        3,352,400
<DEBT-MARKET-VALUE>                          3,265,100
<EQUITIES>                                      19,100
<MORTGAGE>                                      45,200
<REAL-ESTATE>                                   28,700
<TOTAL-INVEST>                               5,031,700
<CASH>                                          14,400
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                          68,700
<TOTAL-ASSETS>                               5,257,300
<POLICY-LOSSES>                                      0
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                        4,706,300
<NOTES-PAYABLE>                                174,200
<COMMON>                                        39,100
                                0
                                          0
<OTHER-SE>                                     205,700
<TOTAL-LIABILITY-AND-EQUITY>                 5,257,300
                                           0
<INVESTMENT-INCOME>                             95,900
<INVESTMENT-GAINS>                                 100
<OTHER-INCOME>                                     600
<BENEFITS>                                      64,300
<UNDERWRITING-AMORTIZATION>                      1,800
<UNDERWRITING-OTHER>                                 0
<INCOME-PRETAX>                                 17,500
<INCOME-TAX>                                     6,100
<INCOME-CONTINUING>                             11,400
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    11,400
<EPS-PRIMARY>                                     0.29
<EPS-DILUTED>                                     0.29
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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