SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended Commission File December 31, 1996 No. 1-11453 AMERICAN FINANCIAL GROUP, INC. Incorporated under IRS Employer I.D. the Laws of Ohio No. 31-1422526 One East Fourth Street, Cincinnati, Ohio 45202 (513) 579-2121 Securities Registered Pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on which Registered American Financial Group, Inc.: Common Stock New York Stock Exchange American Financial Capital Trust I (Guaranteed by Registrant): 9-1/8% Trust Originated Preferred Securities New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and need not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 1, 1997, there were 61,157,055 shares of the Registrant's Common Stock outstanding, excluding 18,666,614 shares owned by subsidiaries. The aggregate market value of the Common Stock held by non-affiliates at that date, was approximately $1.3 billion (based upon non-affiliate holdings of 35,312,072 shares and a market price of $37.50 per share.) _____________ Documents Incorporated by Reference: Proxy Statement for the 1997 Annual Meeting of Shareholders (portions of which are incorporated by reference into Part III hereof). ITEM 8 Financial Statements and Supplementary Data Page Report of Independent Auditors F-1 Consolidated Balance Sheet: December 31, 1996 and 1995 F-2 Consolidated Statement of Earnings: Years ended December 31, 1996, 1995 and 1994 F-3 Consolidated Statement of Cash Flows: Years ended December 31, 1996, 1995 and 1994 F-4 Notes to Consolidated Financial Statements F-5 "Selected Quarterly Financial Data" has been included in Note N to the Consolidated Financial Statements. ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure AFG filed a report on Form 8-K on August 29, 1995, reporting a change in its independent auditors. The report is incorporated herein by reference. PART III The information required by the following Items will be included in AFG's definitive Proxy Statement for the 1997 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission within 120 days after the end of Registrant's fiscal year and is incorporated herein by reference. ITEM 10 Directors and Executive Officers of the Registrant ITEM 11 Executive Compensation ITEM 12 Security Ownership of Certain Beneficial Owners and Management ITEM 13 Certain Relationships and Related Transactions 33 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, duly authorized. AMERICAN FINANCIAL GROUP, INC. BY:s/Fred J. Runk Fred J. Runk Senior Vice President and Treasurer Dated: April 30, 1997