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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 (Date of earliest event reported):
                                NOVEMBER 5, 1996




                           AMERICAN EAGLE GROUP, INC.
             (Exact name of registrant as specified in its charter)



   DELAWARE                        1-12922                       75-2100622
(State or other           (Commission File Number)            (I.R.S. Employer
jurisdiction of                                              Identification No.)
incorporation)


12801 N. CENTRAL EXPRESSWAY, SUITE 800, DALLAS, TEXAS                   75243
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code:  (214) 448-1400
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ITEM 5.          OTHER EVENTS

                 American Eagle Group, Inc. (the "Company") has entered into an
                 agreement dated November 5, 1996 with American Financial
                 Group, Inc. ("AFG"), pursuant to which the Company will issue
                 and sell 350,000 shares of convertible preferred stock to AFG
                 for a purchase price of $35 million.  The Company will use the
                 proceeds to strengthen the surplus and reserves of its
                 insurance subsidiary, American Eagle Insurance Company, pay
                 down bank debt and for general corporate purposes.


ITEM 7.          FINANCIAL STATEMENTS AND EXHIBITS

                 The following Exhibits are filed herewith:

                 99.1     November 6, 1996 American Eagle Group, Inc. press
                          release setting forth the details of the issuance and
                          sale of convertible preferred stock to American
                          Financial Group, Inc.
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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 thereunto duly authorized.

                                  AMERICAN EAGLE GROUP, INC.
                   
                   
                   
                                  By: /s/ M. PHILIP GUTHRIE                
                                     ------------------------------           
                                     M. Philip Guthrie
                                     Chairman of the Board, Chief Executive 
                                     Officer and President
                   
                   

Dated:  November 7, 1996
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                                 EXHIBIT INDEX


Exhibit
Number                            Description                            Page

99.1                November 6, 1996 American Eagle Group, Inc. press 
                    release setting forth the details of the issuance 
                    and sale of preferred stock to American Financial 
                    Group, Inc.