AMERICAN FINANCIAL GROUP INC /OH/
8-K, 1995-12-13
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          <PAGE>

                          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



                December 13, 1995               Commission File No. 1-11453
          (Date of earliest event reported)


                            AMERICAN FINANCIAL GROUP, INC.



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

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














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                            AMERICAN FINANCIAL GROUP, INC.

                                       FORM 8-K


          Item 4.   Other Events.

               Please  see the  News Release  of American  Financial Group,
          Inc. dated December 13, 1995 attached as Exhibit 1 hereto.
































   

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                                      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 hereunto duly authorized.



                                   AMERICAN FINANCIAL GROUP, INC.


          December 13, 1995        By: James C. Kennedy                       
                                      -----------------------------------
                                        James C. Kennedy
                                        Secretary
































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                                                                  Exhibit 1


                                     NEWS RELEASE

          Date:         December 13, 1995  Contact:   Sandra W. Heimann

          For Release:  Immediate           Phone:    (513) 579-2121


                          AMERICAN FINANCIAL GROUP REPORTS 
                               COURT OF APPEALS RULING 

               CINCINNATI, OHIO -- December  13, 1995 -- American Financial
          Group, Inc. (AFG-NYSE)  reported that a three-judge panel  of the
          U.S.  Court  of Appeals  for  the Third  Circuit  has  reversed a
          decision  by the U.S. District Court  for the Eastern District of
          Pennsylvania that had  enjoined lawsuits by  the USX  Corporation
          seeking contribution from AFG's wholly-owned subsidiary, American
          Premier Underwriters,  Inc.  ("American Premier")  for  all or  a
          portion  of  the approximately  $600  million  that  USX paid  in
          satisfaction  of a  judgment against  its former  subsidiary, the
          Bessemer  and Lake  Erie  Railroad Company  ("B&LE"), for  B&LE's
          participation in  an unlawful antitrust  conspiracy among certain
          railroads commencing  in the  1950's and  continuing through  the
          1970's.  The lawsuits argue that USX's liability was attributable
          to American  Premier's railroad predecessor's  alleged activities
          in furtherance of the conspiracy.


               The District Court had ruled in 1994 that the lawsuits could
          not proceed  because they  were barred by  the 1978  Consummation
          Order   issued   by  the   District  Court   in   the  bankruptcy
          reorganization  proceedings  of  American  Premier's predecessor,
          Penn Central Transportation  Company ("PCTC").   In its  opinion,
          the Court of Appeals only addressed American Premier's procedural
          argument that the  claims of USX  could not proceed  because they
          are  barred  by  the  Consummation  Order.    The  Third  Circuit
          expressly recognized in its opinion that it  was not deciding any
          of American Premier's defenses on the merits.

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          <PAGE>



               American Premier will file a petition for rehearing in banc,
          requesting all of  the judges of the Third Circuit  to review the
          three-judge  panel's  decision.    Also, if  necessary,  American
          Premier  will petition  the  U.S.  Supreme  Court to  review  the
          bankruptcy bar issue.

                Even  if subsequent  reviews do  not reinstate  the District
          Court's injunction and USX's lawsuits are eventually permitted to
          go forward, management  believes that American Premier  has other
          defenses which should enable it to prevail on the merits. 
          
               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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