AMENDED AND RESTATED

                    ARTICLES OF INCORPORATION

                               OF

                 AMERICAN FINANCIAL GROUP, INC.

 

 

     FIRST.  The name of the corporation is AMERICAN FINANCIAL GROUP, INC.

(the "Corporation").

 

     SECOND.  The place in the State of Ohio where the Corporation's

principal office is to be located is the City of Cincinnati in Hamilton

County, Ohio.

 

     THIRD.  The purpose for which the Corporation is organized shall be to

engage in any lawful act or activity for which corporations may be formed

under the Ohio General Corporation Law, Ohio Revised Code 1701.01 et seq..

 

     FOURTH.  The aggregate number of shares of stock which the Corporation

shall have authority to issue is Two Hundred Twenty Five Million (225,000,000)

shares, which shall be divided into two classes, consisting of:

 

     (a)    Twenty Five Million  (25,000,000) shares of preferred stock

("Preferred Stock") without par value; and,

    

     (b)    Two Hundred Million (200,000,000) shares of common stock

("Common Stock") without par value.

 

                    PART ONE: PREFERRED STOCK

 

     (a)    Except as otherwise provided by this Article FOURTH or

by the amendment or amendments adopted by the Board of Directors

providing for the issue of any series of Preferred Stock, the

Preferred Stock may be issued at any time or from time to time in

any amount, not exceeding in the aggregate, including all shares

of any and all series thereof theretofore issued, the Twenty Five

Million (25,000,000) shares of Preferred Stock hereinabove

authorized, as Preferred Stock of one or more series, as

hereinafter provided, and for such lawful consideration as shall

be fixed from time to time by the Board of Directors.

    

            Twelve Million Five Hundred Thousand (12,500,000)

shares of Preferred Stock shall have voting rights as provided in

clause (b) of this Part One of Article FOURTH (collectively,

"Voting Preferred Stock").

    

            Twelve Million Five Hundred Thousand (12,500,000)

shares of Preferred Stock shall have no voting power whatsoever,

except as may be otherwise provided by law or except as may

arise upon a default, failure or other contingency (collectively,

"Non-Voting Preferred Stock").

    

            All shares of any one series of Preferred Stock

shall be alike in every particular, each series thereof shall be

distinctively designated by letter or descriptive words, and all

series of

    

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Preferred Stock shall rank equally and be identical in all

respects except as provided above with respect to Voting

Preferred Stock and Non-Voting Preferred Stock or as permitted by

the provisions of Clause (b) of this Part One of Article FOURTH.

    

     (a)    Authority is hereby expressly granted to the Board of

Directors from time to time to adopt amendments to these Articles

of Incorporation providing for the issue in one or more series of

any unissued or treasury shares of Preferred Stock, and

providing, to the fullest extent now or hereafter permitted by

the laws of the State of Ohio and notwithstanding the provisions

of any other Article of these Articles of Incorporation of the

Corporation, in respect of the matters set forth in the following

subdivisions (i) to (x), inclusive, as well as any other rights

or matters pertaining to such series:

 

            (i)    The designation and number of shares of such series;

         

            (ii)   With respect to the Voting Preferred Stock only,

voting rights (to the fullest extent now or hereafter permitted

by the laws of the State of Ohio);

         

            (iii)  With respect to the Non-Voting Preferred Stock

only, voting rights upon a default, failure or other contingency;

         

            (iv)   The dividend rate or rates of such series (which

may be a variable rate or adjustable rate and which may be

cumulative);

         

            (v)    The dividend payment date or dates of such series;

         

            (vi)   The price or prices at which shares of such series

may be redeemed;

         

            (vii)  The amount of the sinking fund, if any, to be

applied to the purchase or redemption of shares of such series

and the manner of its application;

         

            (viii) The liquidation price or prices of such series;

         

            (ix)   Whether or not the shares of such series shall be

made convertible into, or exchangeable for, shares of any other

class or classes or of any other series of the same class of

stock of the Corporation or any other property, and if made so

convertible or exchangeable, the conversion price or prices, or

the rates of exchange at which such conversion or exchange may be

made and the adjustments thereto, if any; and,

         

           (x)     Whether or not the issue of any additional shares

of such series or any future series in addition to such series

shall be subject to any restrictions and, if so, the nature of

such restrictions.

 

Any of the voting rights (with respect to the Voting Preferred

Stock only), voting rights upon a default, failure or other contingency

(with respect to the Non-Voting Preferred Stock only), dividend

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rate or rates, dividend payment date or dates, redemption

rights and price or prices, sinking fund requirements,

liquidation price or prices, conversion or exchange rights and

restrictions on issuance of shares of any such series of

Preferred Stock may, to the fullest extent now or hereafter

permitted by the laws of the State of Ohio, be made dependent

upon facts ascertainable outside these Articles of Incorporation

or outside the amendment or amendments providing for the issue of

such Preferred Stock adopted by the Board of Directors pursuant

to authority expressly vested in it by this Article FOURTH.  Any

of the terms of any series may be established as senior to or

having preference over the terms of any other series, whether or

not outstanding at the time of adoption of the amendment creating

such series of Preferred Stock by the Board of Directors.  If the

then-applicable laws of the State of Ohio do not permit the Board

of Directors to fix, by the amendment creating a series of Voting

Preferred Stock, the voting rights of shares of such series, each

holder of a share of such series of Voting Preferred Stock shall,

except as may be otherwise provided by law, be entitled to one

(1) vote for each share of Voting Preferred Stock of such series

held by such holder.

 

     FIFTH.  Amendment to Articles of Incorporation.  The

Corporation shall have the right to amend, alter, change or

repeal any provision contained in these Articles of Incorporation

or any provision that may be added or inserted in these Articles

of Incorporation, provided that:

 

     (a)    Such amendment, alteration, change, repeal, addition or

insertion is consistent with law and is accomplished in the

manner now or hereafter prescribed by statute or these Articles

of Incorporation;

    

     (b)    Any provision of these Articles of Incorporation which

requires, or the change of which requires, the vote or consent of

all or a specific number or percentage of the holders of shares

of any class or series shall not be amended, altered, changed or

repealed by any lesser amount,  number or percentage of votes or

consents of such class or series; and,

    

     (c)    No amendment to these Articles of Incorporation

pursuant to Ohio Revised Code 1701.69(B)(10) or any successor

provision may be adopted without the affirmative vote or consent

of the holders of an aggregate of two-thirds of the total voting

power of the Corporation.

 

Any rights at any time conferred upon the shareholders of the

Corporation are granted subject to the provisions of this

Article.

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     SIXTH.  No holder of any shares of this Corporation shall

have any preemptive rights to subscribe for or to purchase any

shares of this Corporation of any class, whether such shares or

such class be now or hereafter authorized, or to purchase or

subscribe for any security convertible into, or exchangeable for,

shares of any class or to which shall be attached or appertained

any warrants or rights entitling the holder thereof to purchase

or subscribe for shares of any class.

 

     SEVENTH.  This Corporation, through its Board of Directors,

shall have the right and power to purchase any of its outstanding

shares at such price and upon such terms as may be agreed upon

between the Corporation and any selling shareholder.

 

     EIGHTH.  Subject to the provisions of Article FIFTH hereof,

the affirmative vote of shareholders entitled to exercise a

majority of the voting power of this Corporation shall be

required to amend these Articles of Incorporation, approve

mergers and to take any other action which by law must be

approved by a specified percentage of the voting power of the

Corporation or of all outstanding shares entitled to vote.

 

     NINTH.  The provisions of Ohio Revised Code Chapter 1704 or

any successor provisions relating to transactions involving

interested shareholders shall not be applicable to the

Corporation.

 

     TENTH.  The provisions of Ohio Revised Code 1701.831 or any

successor provisions relating to control share acquisitions shall

not be applicable to the Corporation.

 

     ELEVENTH.  These Amended and Restated Articles of

Incorporation take the place of and supersede the existing

Articles of Incorporation of the Corporation as heretofore

amended and/or restated.

 

[As Filed: 03-27-1998]