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, 1997                                      No. 1-1569



                 AMERICAN PREMIER UNDERWRITERS, INC.




Incorporated under                                  IRS Employer I.D.
the Laws of Pennsylvania                            No. 23-6000765


           One East Fourth Street, Cincinnati, Ohio 45202
                           (513) 579-6600






   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, 1997, there were 47,000,000 shares of the
Registrant's Common Stock outstanding, 38,000,000 of which were owned
by American Financial Corporation and 9,000,000 of which were owned
by American Financial Group, Inc.



                            Page 1 of 13

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q PART I FINANCIAL INFORMATION AMERICAN PREMIER UNDERWRITERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Dollars In Millions) March 31, December 31, 1997 1996 Assets: Cash and short-term investments $ 86.5 $ 68.5 Investments: Bonds and redeemable preferred stocks: Held to maturity - at amortized cost (market - $282.9 and $292.0) 286.6 291.3 Available for sale - at market (amortized cost - $1,455.8 and $1,454.6) 1,414.7 1,441.0 Other stocks - principally at market (cost - $77.1 and $77.0) 80.6 76.3 Investment in investee 38.4 36.6 Loans receivable 24.6 30.8 Real estate and other investments 2.1 2.1 Total investments 1,847.0 1,878.1 Accrued investment income 27.4 29.0 Agents' balances and premiums receivable 304.7 269.1 Amounts due from affiliates 94.9 151.8 Recoverables from reinsurers and prepaid reinsurance premiums 65.5 67.6 Other receivables 29.0 45.5 Deferred acquisition costs 86.3 76.3 Cost in excess of net assets acquired 378.3 378.2 Deferred tax asset 162.9 154.7 Other assets 155.1 150.4 $3,237.6 $3,269.2 Liabilities and Shareholders' Equity: Unpaid losses and loss adjustment expenses $1,013.2 $1,048.8 Unearned premiums 424.7 379.8 Policyholder dividends 21.6 23.8 Long-term debt: Parent Company 159.9 160.5 Subsidiaries 8.1 8.3 Amounts due to affiliates 221.0 178.0 Accounts payable and other liabilities 343.3 425.5 Total liabilities 2,191.8 2,224.7 Shareholders' Equity: Common Stock, $1 par value 47,000,000 shares outstanding 47.0 47.0 Capital surplus 580.0 580.4 Retained earnings 443.2 426.3 Net unrealized losses on marketable securities (24.4) (9.2) Total shareholders' equity 1,045.8 1,044.5 $3,237.6 $3,269.2 2

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q AMERICAN PREMIER UNDERWRITERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (In Millions) Three months ended March 31, 1997 1996 Income: Property and casualty insurance premiums $317.3 $339.8 Net investment income 34.1 53.8 Realized gains (losses) on sales of securities (.9) 4.8 Equity in net earnings of investee 2.0 1.2 Gain on sales of subsidiaries - 53.0 Other income 1.5 3.9 354.0 456.5 Costs and Expenses: Property and casualty insurance: Losses and loss adjustment expenses 237.3 262.0 Commissions and other underwriting expenses 71.7 79.5 Interest charges on borrowed money 7.8 9.8 Other operating and general expenses 9.7 9.7 326.5 361.0 Earnings before income taxes 27.5 95.5 Provision for income taxes 10.6 37.9 Net earnings before extraordinary item 16.9 57.6 Extraordinary item - loss on prepayment of debt, net of tax benefit - (1.9) Net Earnings $ 16.9 $ 55.7 3

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q AMERICAN PREMIER UNDERWRITERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (In Millions) Three months ended March 31, 1997 1996 Operating Activities: Net earnings $ 16.9 $ 55.7 Adjustments: Deferred federal income tax - 33.0 Extraordinary loss on prepayment of debt - 1.9 Depreciation and amortization 6.8 7.4 Equity in net earnings of investee (2.0) (1.2) Realized (gains) losses on investing activities .9 (58.1) Decrease (increase) in receivables (22.2) 8.5 Increase in other assets (16.9) (22.6) Decrease in unpaid losses and loss adjustment expenses (35.7) (29.5) Decrease in policyholder dividends (2.2) (9.9) Increase (decrease) in unearned premiums 44.9 (9.0) Increase (decrease) in other liabilities (76.7) 22.5 Dividends from investee .2 .2 Other, net (.2) (.2) (86.2) (1.3) Investing Activities: Purchases of and additional investments in: Fixed maturity investments (203.6) (122.8) Equity securities (.2) (.2) Affiliates and subsidiaries (5.0) - Property and equipment (1.4) (1.8) Maturities and redemptions of fixed maturity investments 19.1 32.4 Sales of: Fixed maturity investments 196.2 82.3 Equity securities .1 .8 Affiliates and subsidiaries - 66.2 Real estate, property and equipment .1 .8 Cash of subsidiaries acquired (sold) .1 (4.6) Increase in other investments (.1) - 5.3 53.1 Financing Activities: Reductions of debt (.9) (38.5) Issuance of debt - 11.0 Net advances (to) from affiliates 99.9 (73.0) Other, net (.1) - 98.9 (100.5) Net Increase (Decrease) in Cash and Short-term Investments 18.0 (48.7) Cash and short-term investments at beginning of period 68.5 116.4 Cash and short-term investments at end of period $ 86.5 $ 67.7 4

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. Accounting Policies Basis of Presentation In April 1995, American Premier Underwriters, Inc. ("APU") became a wholly-owned subsidiary of American Financial Group, Inc. ("AFG"), a new corporation formed by APU for the purpose of acquiring all of the common stock of APU and American Financial Corporation (the "Mergers"). As a result of the Mergers, all of the common stock of APU and American Financial Corporation ("AFC") was owned by AFG and AFG became APU's successor as the issuer of publicly held common stock. At the close of business on December 31, 1996, AFG contributed to AFC 81% of the Common Stock of APU. The accompanying consolidated financial statements for APU are unaudited; however, 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 years to conform to the current year's presentation. All significant intercompany balances and transactions have been eliminated. All acquisitions have been treated as purchases. The results of operations of companies since their formation or acquisition are included in the consolidated financial statements. The preparation of the financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in circumstances could cause actual results to differ materially from those estimates. Investments Debt securities are classified as "held to maturity" and reported at amortized cost if APU has the positive intent and ability to hold them to maturity. Debt and equity securities are classified as "available for sale" and reported at fair value with unrealized gains and losses reported as a separate component of shareholders' equity if the securities are not classified as held to maturity or bought and held principally for selling in the near term. 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.

Premiums and discounts on mortgage-backed securities are amortized over their expected average lives using the interest method. 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. APU's investments in equity securities of companies that are 20%- to 50%-owned by AFG and its subsidiaries are carried at cost, adjusted for a proportionate share of their undistributed earnings or losses. 5

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED APU's investment in investee corporation reflects APU's 6% ownership (3.2 million shares) of the common stock of Chiquita Brands International, Inc. which is accounted for under the equity method. AFG and its other subsidiaries own an additional 37% of the common stock of Chiquita. Chiquita is a leading international marketer, producer and distributor of bananas and other quality fresh and processed food products. The market value of APU's investment in Chiquita was approximately $50.2 million at March 31, 1997. Short-term investments are carried at cost; loans receivable are stated primarily at the aggregate unpaid balance. Cost in Excess of Net Assets Acquired The excess of cost of subsidiaries over APU's equity in the underlying net assets ("goodwill") is being amortized over 40 years. APU's management continually monitors whether significant changes in certain industry and regulatory conditions or prolonged trends of declining profitability have occurred which would lead APU to question the recoverability of the carrying value of its goodwill. APU's evaluation of its recorded goodwill would be based primarily on estimates of future earnings, as well as all other available factors which may provide additional evidence relevant to the assessment of recoverability of its goodwill. Insurance As discussed under "Reinsurance" below, unpaid losses and loss adjustment expenses and unearned premiums have not been reduced for reinsurance receivable. Reinsurance In the normal course of business, APU's insurance subsidiaries cede reinsurance to other companies to diversify risk and limit maximum loss arising from large claims. To the extent that any reinsuring companies are unable to meet obligations under the agreements covering reinsurance ceded, APU's insurance subsidiaries would remain liable. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsurance policies. APU's insurance subsidiaries report as assets (a) the estimated reinsurance recoverable on unpaid losses, including an estimate for losses incurred but not reported, and (b) amounts paid to reinsurers applicable to the unexpired terms of policies in force. APU's insurance subsidiaries also assume reinsurance from other companies. Income on reinsurance assumed is recognized based on reports received from ceding reinsurers. Deferred Acquisition Costs Policy acquisition costs (principally commissions, premium taxes and other underwriting expenses) related to the production of new business are deferred. The deferral of acquisition costs is limited based upon their recoverability without any consideration for anticipated investment income. Deferred policy acquisition costs are charged against income ratably over the term of the related policies.

Unpaid Losses and Loss Adjustment Expenses The net liabilities stated for unpaid claims and for expenses of investigation and adjustment of unpaid claims are based upon (a) the accumulation of case estimates for losses reported prior to the close of the accounting period on the direct business written; (b) estimates received from ceding reinsurers and insurance pools and associations; (c) estimates of unreported losses based on past experience and (d) estimates based on experience of expenses for investigating and adjusting claims. 6

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED These liabilities are subject to the impact of changes in claim amounts and frequency and other factors. In spite of the variability inherent in such estimates, management believes that the liabilities for unpaid losses and loss adjustment expenses are adequate. Changes in estimates of the liabilities for losses and loss adjustment expenses are reflected in the Statement of Earnings in the period determined. Premium Recognition Premiums are earned over the terms of the policies on a pro rata basis. Unearned premiums represent that portion of premiums written which is applicable to the unexpired terms of policies in force. On reinsurance assumed from other insurance companies or written through various underwriting organizations, unearned premiums are based on reports received from such companies and organizations. Policyholder Dividends Dividends payable to policyholders represent management's estimate of amounts payable on participating policies which share in favorable underwriting results. The estimate is accrued during the period in which the related premium is earned. Changes in estimates are included in the Statement of Earnings in the period determined. Policyholder dividends do not become legal liabilities unless and until declared by the boards of directors of the insurance companies. Income Taxes APU has filed consolidated federal income tax returns which include all 80%-owned U.S. subsidiaries. As a result of the Mergers, AFG (parent) has been included in APU's consolidated return for 1995 and 1996. At the close of business on December 31, 1996, AFG contributed 81% of the common stock of APU to AFC. Accordingly, AFC and APU will file a single consolidated return for 1997. Deferred income taxes are calculated using the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases and are measured using enacted tax rates. Deferred tax assets are recognized if it is more likely than not that a tax benefit will be realized.

Benefit Plans APU provides retirement benefits to qualified employees of participating companies through contributory and noncontributory defined contribution plans. In addition, APU sponsored employee savings plans under which APU matched a specified portion of contributions made by eligible employees. Contributions to benefit plans and savings plans are charged against earnings in the year for which they are declared. APU had Employee Stock Ownership Retirement Plans ("ESORP"). In 1997, these ESORP plans were combined into a new plan. Like the ESORP plans, the new plan is a noncontributory, qualified plan invested in securities of AFG and affiliates for the benefit of employees. APU and many of its subsidiaries provide health care and life insurance benefits to eligible retirees. APU also provides postemployment benefits to former or inactive employees (primarily those on disability) who were not deemed retired under other company plans. The projected future cost of providing these benefits is expensed over the period the employees qualify for such benefits. 7

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Capital Surplus Adjustments to claims and contingencies arising from events or circumstances preceding APU's 1978 reorganization are reflected in capital surplus if the adjustments are not clearly attributable to post-reorganization events or circumstances. Such pre-reorganization claims and contingencies consist principally of personal injury claims by former employees of APU's predecessor and claims relating to the generation, disposal or release into the environment of allegedly hazardous substances arising out of railroad operations disposed of prior to the 1978 reorganization. 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 obtaining resources from owners and providing them with a return on their investments, borrowing money and repaying amounts borrowed. 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 the financial statements. B. Divestitures In March 1996, APU sold the stock of a subsidiary, Buckeye Management Company ("Buckeye"), to an investment group consisting of members of Buckeye's management and employees for approximately $60 million in cash, net of transaction costs. Buckeye held, directly and indirectly, a 2% general partnership interest in Buckeye Partners, L.P. which, through its subsidiary entities, was an independent pipeline common carrier of refined petroleum products. APU recorded a pretax gain of approximately $53 million from the sale. The Chairman of the Board and Chief Executive Officer of Buckeye was also a director of APU, until resigning in March 1996.

C. Long-term Debt The carrying value of long-term debt consisted of the following (in millions): March 31, December 31, 1997 1996 Parent Company: Subordinated notes, 10-7/8%, due 2011 $ 16.8 $ 16.8 Subordinated notes, 10-5/8%, due 2000 51.7 52.0 Subordinated notes, 9-3/4%, due 1999 91.4 91.7 159.9 160.5 Subsidiaries: Other 8.1 8.3 Total $168.0 $168.8 In 1995, Pennsylvania Company ("Pennco"), a wholly-owned subsidiary of APU, entered into a collateralized five-year reducing revolving credit agreement with several banks, under which it can borrow up to $75 million. There were no borrowings outstanding under this agreement at March 31, 1997 or December 31, 1996. 8

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED D. Common Stock APU is authorized to issue 200,000,000 shares of Common Stock. At March 31, 1997, there were 47,000,000 shares of Common Stock outstanding, 38,000,000 of which were owned by AFC and 9,000,000 of which were owned by AFG. E. Cash Flows - Fixed Maturity Investments "Investing activities" related to fixed maturity investments in APU's Statement of Cash Flows consisted of the following (in millions): Maturities and Gross Gross Purchases Redemptions Sales Gains Losses 1997 Held to Maturity $ .1 $10.8 $ - $ - $ - Available for Sale 203.5 8.3 196.2 .3 (1.2) Total $203.6 $19.1 $196.2 $ .3 ($1.2) 1996 Held to Maturity $ 8.6 $17.8 $ - $ - $ - Available for Sale 114.2 14.6 82.3 4.2 (.2) Total $122.8 $32.4 $ 82.3 $4.2 (.2) F. Contingencies There have been no significant changes to the matters discussed in Note K - "Contingencies" in APU's Annual Report on Form 10-K for 1996. 9

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES Ratios The ratio of APU's (parent-only) long-term debt to total capital was 13% at both March 31, 1997 and December 31, 1996. APU's ratio of earnings to fixed charges on a total enterprise basis was 3.92 for the first three months of 1997 compared to 8.92 for the entire year of 1996. Sources of Funds APU is organized as a holding company with almost all of its operations being conducted by subsidiaries. The parent corporation, however, has continuing cash needs for administrative expenses, the payment of principal and interest on borrowings and dividends on Common Stock. Thus, APU relies primarily on dividends and tax payments from its subsidiaries for funds to meet its obligations. Management believes APU has sufficient resources to meet its liquidity requirements through operations in the short-term and long-term future. If funds generated from operations, including dividends from subsidiaries, are insufficient to meet fixed charges in any period, APU would be required to generate cash through borrowings, sales of securities or other assets, or similar transactions. APU has a credit agreement with AFG under which APU and AFG could make loans of up to $200 million available to each other. In January 1997, the amount of available loans was increased to $250 million. The balance outstanding under the credit line bears interest at a variable rate of one percent over LIBOR and is payable on December 31, 2010. Principal amounts payable to AFG under the credit agreement totaled $217.5 million (plus $3.5 million of accrued interest) at March 31, 1997 and $175.5 million (plus $2.5 million of accrued interest) at December 31, 1996. APU and Pennco also have separate revolving credit agreements with two AFC subsidiaries under which aggregate loans are available to those subsidiaries of up to $170 million. Loans made under the credit lines bear interest at floating rates based on prime or LIBOR. Aggregate amounts outstanding under the credit lines totaled $38.5 million (plus $.8 million of accrued interest) at March 31, 1997 and $96.5 million (plus $1.0 million of accrued interest) at December 31, 1996. Through 1995, APU has filed consolidated federal income tax returns and will do so again for 1996. APU's federal income tax loss carryforward had been available to offset taxable income and, as a result, APU's obligation to pay federal income tax for 1996 is substantially eliminated. At the close of business on December 31, 1996, AFG contributed 81% of the common stock of APU to AFC. Accordingly, beginning with the 1997 federal tax return, APU and its 80%-owned U.S. subsidiaries will join AFC's consolidated federal tax return. Under tax allocation agreements, APU's insurance subsidiaries generally compute tax provisions as if filing separate returns with the resulting provision (or credit) currently payable to (or receivable from) APU. 10

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued Investments Approximately 94% of the bonds and redeemable preferred stocks held by APU were rated "investment grade" (credit rating of AAA to BBB) by nationally recognized rating agencies at March 31, 1997. Investment grade securities generally bear lower yields and lower degrees of risk than those that are unrated and non-investment grade. Management believes that the high quality investment portfolio should generate a stable and predictable investment return. RESULTS OF OPERATIONS General Pretax earnings for the three months ended March 31, 1997 were $27.5 million, a decrease of $68.0 million from the comparable 1996 period. Results for 1996 include a $53 million gain from the sale of Buckeye Management Company. Excluding the Buckeye gain and net gains and losses realized on sales of securities, pretax earnings decreased $9.3 million due primarily to an $18.9 million decrease in investment income (including equity in net earnings of investee), partially offset by a $10.0 million improvement in underwriting results and a $2.0 million decrease in interest expense. Property and Casualty Insurance APU manages and operates its property and casualty business as two major sectors. The nonstandard automobile insurance companies ("NSA Group") insure risks not typically accepted for standard automobile coverage because of the applicant's driving record, type of vehicle, age or other criteria. Republic Indemnity is engaged in the sale of workers' compensation insurance in California and, to a lesser extent, in Arizona. Workers' compensation policies provide coverage for prescribed benefits that employers are required to pay employees who are injured in the course of employment and for an employer's liability for losses suffered by its employees which are not included within the prescribed workers' compensation coverage. Underwriting profitability is measured by the combined ratio which is a sum of the ratios of underwriting losses, loss adjustment expenses, underwriting expenses and policyholder dividends to premiums. When the combined ratio is under 100%, underwriting results are generally considered profitable; when the ratio is over 100%, underwriting results are generally considered unprofitable. The combined ratio does not reflect investment income, other income or federal income taxes.

Net written premiums and combined ratios for APU's insurance subsidiaries are as follows (dollars in millions): Three months ended March 31, 1997 1996 Net Written Premiums (GAAP) NSA Group $304.1 $271.3 Republic Indemnity 57.9 59.3 $362.0 $330.6 Combined Ratios (GAAP) NSA Group 97.2% 102.1% Republic Indemnity 98.4% 92.4% Aggregate 97.4% 100.6% 11

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued NSA Group For the first quarter of 1997, net written premiums of the NSA Group increased 12% from the comparable 1996 period due primarily to volume increases in California resulting from enactment of legislation requiring drivers to provide proof of insurance coverage in order to obtain a valid permit. The improvement in the combined ratio reflects rate increases in various states over the last couple of years. Republic Indemnity Following significant declines during 1995 and 1996 as a result of mandatory premium rate reductions and an extremely competitive pricing environment in the California workers' compensation market, net written premiums for Republic Indemnity have stabilized in 1997 at approximately the same level as in the 1996 first quarter. Underwriting results for the 1996 first quarter included reductions in loss, loss adjustment expense and policyholder dividend reserves prompted by fundamental changes in the California workers' compensation market and actuarial evaluations. Excluding the effects of such reserve reductions, Republic Indemnity's 1997 first quarter underwriting results improved moderately as compared to 1996 due primarily to a decrease in the frequency and severity of claims. Investment Income Investment income decreased $19.7 million (37%) due primarily to a decrease in funds advanced to affiliates. In December 1996, APU paid a dividend to AFG of $675 million consisting of amounts then outstanding under APU's credit line with AFC. Investment income includes $2.8 million and $20.0 million earned in the first quarter of 1997 and 1996, respectively, on amounts due from affiliates. Investee Corporations Equity in net earnings of investee corporations represents APU's proportionate share of the earnings of Chiquita Brands International, Inc. Interest on Borrowed Money Excluding interest expense of $3.5 million in 1997 on amounts due to AFG, interest expense for the three month period decreased by $5.5 million (56%) from the comparable 1996 period. The decrease reflects a reduction in long-term debt resulting from the repurchase of subordinated notes during 1996. 12

AMERICAN PREMIER UNDERWRITERS, INC. 10-Q PART II OTHER INFORMATION ITEM 6 Exhibits and Reports on Form 8-K (a) Exhibits: Number Description 27 Financial Data Schedule - Included in Report filed electronically with the Securities and Exchange Commission. (b) Report on Form 8-K: None ______________________________________________________________ Signature Pursuant to the requirements of the Securities Exchange Act of 1934, American Premier Underwriters, Inc. has duly caused this Report to be signed on its behalf by the undersigned duly authorized. American Premier Underwriters, Inc. May 12, 1997 BY: /s/ Fred J. Runk Fred J. Runk Senior Vice President and Treasurer 13

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from American
Premier Underwriters, Inc. 10-Q for the three months ended March 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<DEBT-HELD-FOR-SALE>                        $1,414,700
<DEBT-CARRYING-VALUE>                          286,600
<DEBT-MARKET-VALUE>                            282,900
<EQUITIES>                                     119,000<F1>
<MORTGAGE>                                           0
<REAL-ESTATE>                                    1,500
<TOTAL-INVEST>                               1,847,000<F2>
<CASH>                                          86,500
<RECOVER-REINSURE>                               8,800
<DEFERRED-ACQUISITION>                          86,300
<TOTAL-ASSETS>                               3,237,600
<POLICY-LOSSES>                              1,013,200
<UNEARNED-PREMIUMS>                            424,700
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                           21,600
<NOTES-PAYABLE>                                168,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        47,000
<OTHER-SE>                                     998,800
<TOTAL-LIABILITY-AND-EQUITY>                 3,237,600
<PREMIUMS>                                     317,300
<INVESTMENT-INCOME>                             34,100
<INVESTMENT-GAINS>                               (900)
<OTHER-INCOME>                                   3,500<F3>
<BENEFITS>                                     237,300
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                            70,900
<INCOME-PRETAX>                                 27,500<F4>
<INCOME-TAX>                                    10,600
<INCOME-CONTINUING>                             16,900
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    16,900
<EPS-PRIMARY>                                        0<F5>
<EPS-DILUTED>                                        0<F5>
<RESERVE-OPEN>                               1,049,000
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>Includes an investment in investee of $38.4 million.
<F2>Includes loans receivable of $24.6 million and other investments of $.6
million.
<F3>Includes equity in net earnings of investee of $2.0 million and other income of
$1.5 million.
<F4>Includes policyholder dividends of $.8 million, interest charges on borrowed
money of $7.8 million and other operating and general expenses of $9.7 million.
<F5>Not applicable since all common shares are owned by American Financial
Corporation and American Financial Group, Inc.
</FN>
        


</TABLE>