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. 1-7361
(Date of earliest event reported)




                 AMERICAN FINANCIAL CORPORATION




Incorporated under the laws of Ohio    IRS Employer
                                       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 applicable.



                 AMERICAN FINANCIAL CORPORATION

                            FORM 8-K


Item 5.    Other Events.

           Please see the News Release attached hereto as Exhibit
1.   All  of  the 7.6 million shares of Citicasters common  stock
referred to in the News Release as beneficially owned by American
Financial  Group, Inc. are beneficially owned by  the  registrant
and  its subsidiaries.  The registrant expects to realize a  pre-
tax  gain  of approximately $150 million upon completion  of  the
Merger described therein.

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 CORPORATION



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


                                                                 
                                                        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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