Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LINDNER S CRAIG
   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
(Last)
(First)
(Middle)
ONE EAST FOURTH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/15/2004
(Street)

CINCINNATI, OH 45202		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 05/06/2004   G V 7,500 D $ 0 3,173,173 (1) I #1 (2)
Common Stock 07/09/2004   G V 15,000 D $ 0 3,246,073 (1) I #1 (2)
Common Stock 07/14/2004   G V 850 D $ 0 3,245,225 (1) I #1 (2)
Common Stock 08/24/2004   G V 17,000 D $ 0 3,228,225 (1) I #1 (2)
Common Stock 09/22/2004   G V 2,850 D $ 0 3,225,375 (1) I #1 (2)
Common Stock 12/15/2004   M   1,091 A $ 18.5627 3,317,392 I #1 (2)
Common Stock 12/15/2004   M   1,000 A $ 31.38 3,318,392 I #1 (2)
Common Stock 12/15/2004   M   1,000 A $ 27.94 3,319,392 I #1 (2)
Common Stock 12/15/2004   M   222,000 A $ 23.97 3,541,392 I #1 (2)
Common Stock 12/15/2004   F   168,884 D $ 31.98 3,372,508 I #1 (2)
Common Stock               643,411 I #2 (3)
Common Stock               50,000 I #3 (4)
Common Stock               13,893 I #4 (5)
Common Stock               13,893 I #5 (6)
Common Stock               13,893 I #6 (7)
Common Stock               13,893 I #7 (8)
Common Stock               96,881 I #8 (9)
Common Stock               680,029 I #9 (10)
Common Stock               1,000,000 I #10 (11)
Common Stock               571 I 401-k (12)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 18.5627 12/15/2004   M     1,091   (13) 04/10/2005 Common Stock 1,091 (14) 0 I #1 (2)
Stock Option $ 31.38 12/15/2004   M     1,000   (13) 04/10/2005 Common Stock 1,000 (14) 0 I #1 (2)
Stock Option $ 27.94 12/15/2004   M     1,000   (13) 04/10/2005 Common Stock 1,000 (14) 0 I #1 (2)
Stock Option $ 23.97 12/15/2004   M     222,000   (13) 04/10/2005 Common Stock 222,000 (14) 166,181 I #1 (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LINDNER S CRAIG
ONE EAST FOURTH STREET
CINCINNATI, OH 45202		   X     Co-President  

Signatures

 S. Craig Lindner By: Karl J. Grafe, as Attorney-in-Fact   12/16/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On 4/6/2004, Indirect #2 transferred 89,571 shares to Indirect #1. On 7/2/2004, Indirect #2 transferred 87,902 shares to Indirect #1. On 10/1/2004, Indirect #2 transferred 90,926 shares 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 #10: SCL, Investments LLC
(12) Total as of 12/31/2003.
(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.
(14) The Reporting Person exercised this option using previously held shares of the issuer.

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