SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LINDNER S CRAIG

(Last)

(First)

(Middle)

ONE EAST FOURTH STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN FINANCIAL GROUP INC [ AFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-President

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/09/2005		G	V	713	A	$0.00	713	D
Common Stock								3,541,392⁽¹⁾	I	#1⁽²⁾
Common Stock								557,340⁽¹⁾	I	#2⁽³⁾
Common Stock								50,000	I	#3⁽⁴⁾
Common Stock	02/09/2005		G	V	713	A	$0.00	14,606	I	#4⁽⁵⁾
Common Stock	02/09/2005		G	V	713	A	$0.00	14,606	I	#5⁽⁶⁾
Common Stock	02/09/2005		G	V	713	A	$0.00	14,606	I	#6⁽⁷⁾
Common Stock	02/09/2005		G	V	713	A	$0.00	14,606	I	#7⁽⁸⁾
Common Stock								96,881	I	#8⁽⁹⁾
Common Stock								680,029	I	#9⁽¹⁰⁾
Common Stock								1,000,000	I	#10⁽³⁾
Common Stock	02/09/2005		G	V	713	A	$0.00	713	I	#11⁽⁴⁾⁽¹¹⁾
Common Stock								948	I	401-k⁽¹²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$30.42	02/24/2005		A		55,000		⁽¹³⁾	04/27/2015	Common Stock	55,000	$30.42	55,000	D

Explanation of Responses:

1. On January 3, 2005, Indirect #2 transferred 86,071 shares of AFG common stock to Indirect #1.

2. Indirect #1: By S. Craig Lindner, Trustee for the S. Craig Lindner Living Trust dated 3/30/83.

3. Indirect #2: Malott Nyhart, Trustee of the SCL 1996-2 Qualified Annuity Trust dated 3/28/96.

4. Indirect #3: By Frances R. Lindner (spouse), Trustee for the Frances R. Lindner Living Trust dated 9/13/93.

5. Indirect #4: SCL, Jr. Trustee, SCL 2001 Living Trust DTD 12/26/01.

6. Indirect #5: Corinne E. Lindner, TTEE, CEL 2002 Living Trust DTD 11/14/02.

7. Indirect #6: By Frances R. Lindner (spouse), Custodian for minor child.

8. Indirect #7: By Frances R. Lindner (spouse), Custodian for minor child.

9. Indirect #8: By Keith E. Lindner, Trustee under an Irreocable Trust Indenture with Frances R. Lindner dated 2/13/85.

10. Indirect #9: KEL, TTEE Under an Irrev. Trust Ind. with SCL DTD 12/22/83.

11. Indirect #11: Frances R. Lindner

12. Total as of 12/31/2004.

13. These Employee Stock Options ("Options") become exercisable as to 20% of the shares initially granted on the first anniversary of the date of grant, with an additional 20% becoming exercisable on each subsequent anniversary. The Options were granted under the Issuer's Stock Option Plan pursuant to Rule 16b-3.

Remarks:

	S. Craig Lindner By: Karl J. Grafe, as Attorney-in-Fact	02/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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