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 CARL H III
(Last) (First) (Middle)
ONE EAST FOURTH STREET
(Street)
CINCINNATI OH 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)
11/11/2004
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)
Code V Amount (A) or (D) Price
Common Stock 06/28/2004 G V 19,868 D $0.00 3,688,788 I #1(1)
Common Stock 11/11/2004 M 100,362 A $23.7236 3,789,150 I #1(1)
Common Stock 11/11/2004 M 23,700 A $24.0628 3,812,850 I #1(1)(2)
Common Stock 11/11/2004 F 92,660 D $31.85 3,720,190 I #1(1)
Common Stock 19,826 I #2(3)
Common Stock 1,649 I #4(4)
Common Stock 509,873 I #5(5)
Common Stock 81,219 I #6(6)
Common Stock 19,847 I #8(2)(7)
Common Stock 19,847 I #9(8)
Common Stock 0 I #10(9)
Common Stock 407,710 I #11(2)(10)
Common Stock 1,000,000 I #12(11)
Common Stock 06/15/2004 G V 10 A $0.00 19,857 I #13(12)
Common Stock 861 I #14(13)
Common Stock 06/15/2004 G V 10 A $0.00 10 I #15(2)(14)
Common Stock 19,847 I #16(15)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $23.7236 11/11/2004 M 100,362 10/25/1996 04/10/2005 Common Stock 100,362 (16) 0 I #1
Stock Option $24.0628 11/11/2004 M 23,700 02/12/1997 04/10/2005 Common Stock 23,700 (16) 0 I #1
Explanation of Responses:
1. Indirect #1: By Carl H. Lindner III, For the Second Amended & Restated Carl H. Lindner III Family Trust Dated 3/11/94.
2. On 4/6/2004, Indirect #11 transferred 124,946 shares to Indirect #1. On May 3, 2004, Indirect #8 transferred 2,372 shares to Indirect #15 and on May 17, 2004, Indirect #8 transferred 17,475 shares to Indirect #15. On July 7, 2004 Indirect #11 transfered 122,617 shares to Indirect #1. On October 8, 2004, Indirect #11 transferred 126,833 shares to Indirect #1.
3. Indirect #2: By Martha S. Lindner (Spouse), Trustee For the Second Amended and Restated Marth S. Lindner Family Trust dated 3/11/94.
4. Indirect #4: Allocated to the Reporting Person's account in the Issuer's Retirement and Savings Plan (401(k) Plan"), based on a 401(k) Plan statement dated as of 12/31/03.
5. Indirect #5: By Keith E. Lindner, Trustee under an Irrevocable Trust Indenture with Carl H. Lindner III dated 11/1/82.
6. Indirect #6: By Keith E. Lindner, Trustee under an Irrevocable Trust Indenture with Carl H. Lindner III dated 7/1/83.
7. Indirect #8: By Keith E. Lindner, Trustee under an Irreovocable Trust Indenture with Carl H. Lindner III and Martha S. Lindner dated 10/23/84.
8. Indirect #9: By Keith E. Lindner, Trustee under an Irrevocable Trust Indenture with Carl H. Lindner III and Marth A. Lindner dated 8/23/85.
9. Indirect #10: By Keith E. Lindner, Trustee under an irrevocable Trust Indenture with Carl H. Lindner III and Martha S. Lindner dated 9/26/89.
10. Indirect #11: By Carl H. Lindner III Trustee of the Carl H. Lindner III 1997-1 Qualified Annuity Trust dated January 16, 1997.
11. Indirect #12: CHL Investments, LLC, a limited liability company directly or indirectly wholly-owned by the Reporting Person.
12. Indirect #13: Daughter of Reporting Person
13. Indirect #14: Carl H. Lindner III, custodian of a minor.
14. Indirect #15: Son of Reporting Person.
15. Indirect #16: Son of Reporting Person.
16. The Reporting Person exercised this option using previously held shares of the issuer.
Remarks:
Carl H. Lindner III By: Karl J. Grafe, as Attorney-in-Fact 11/15/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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