FORM 5

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utilities
Holding Company Act of 1935 or Section 30(H) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person(s) to Issuer

Lindner
Keith E.

AMERICAN FINANCIAL GROUP, INC. (AFG)

(Check all applicable)

__X__ Director _ __ 10% Owner

(Last) (First) (Middle)

3. IRS or Social Security

4. Statement for

__X__ Officer (give

____ Other (Specify

One East Fourth Street

Number of Reporting
Person (Voluntary)

Month/Year

December 31, 2002

Title below

Co-President

(Street)

5. If Amendment,
Date of Original

7. Individual or Joint/Group Reporting

(Check Applicable Line)

Cincinnati
OH 45202

(month/Year)

_X_  Form filed by One Reporting Person
   ___  Form filed by More than One
         than Reporting Person

(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of or Beneficially Owned

1. Title of Security

(Instr. 3)

2.   Trans-
  action Date
  (Month/
  Day/Year)

2.A. Deemed
  Execution
  Date, if any
  Month/Day/
  Year)

3. Trans-
  action
  Code
   (Instr.
  8)

4.   Securities Acquired (A)
  or Disposed of (D)
   (Instr. 3,4 and 5)

5.   Amount of
  Securities
  Beneficially
  Owned at
  the end of

6.  Owner-
  ship
  Form:
  Direct
   (D) or

7.  Nature
  of InDirect
  Bene ficial
  Owner-
  ship

Amount

(A) or
(D)

Price

  Issuer's Fiscal
  Year
  (Instr. 3 and 4)

  Indirect
   (I)
   (Instr. 4)

(Instr. 4)

Common Stock

277,039

Common Stock

1,891,621

Common Stock

2,217,661

Common Stock

1,949

Common Stock

1,949

Common Stock

341

Common Stock

341

Common Stock

1,949

Common Stock

1,885

Common Stock

1,949

#10

Common Stock

-0-

#12

Common Stock

1,500,000

#13

Common Stock

219.42

401-K(a)

If the form is filed by more than one person, see Instruction 4(b)(v).

<page>

Table II - Derivative Securities Aquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security (Instr. 3)

2. Conver-
or Exercise
Price of
Derivative
Security

3. Trans-
action
Date
if any

3A.
Deemed
Execution
Date
if any

4.
Trans-
action
Code

5.Number of Deriv-
ative Securities
Acquired (A) or
Disposed of (D)

6. Date Exer-
cisable and
Expiration
Date
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

Price
of
Deriv-
ative

9.   Number
  of deriv-
  ative
  Securities
  Bene-

10.   Owner-
  ship
  Form
  of
  Deriva-

11. Nature
  of In-
  direct
  Bene-
  ficial

(Month/
Day/
Year)

(Instr.
8)

(Instr. 3, 4 and 5)

Amount
or

Secur

-ity

  ficially
  Owned
  at End

  tive
  Security
  Direct or

Owner-
ship

(A)

(D)

Date
Exer-
cisable

Expir-
ation
Date

Title

Number of
Shares

(Instr.
5)

  of
  Month
   (Instr. 4)

  Indirect
   (I)
   (Instr 4)

(Instr.
4)

Deferred Compensa-tion Obligation(b)

5/17/02

4,400.015

(b)

Common Stock

4,400.015

$23.753

12,261.968

Explanation of Responses: .

(a) The number of shares of Common Stock which would be represented by the value of the Reporting Person's Common Stock Fund account in the Issuer's Retirement and Savings Plan ("401(k) Plan"),
based on a 401(k) Plan statement dated as of 12/31/02.

(b) Represents a bonus deferred by the Reporting Person in the Issuer's Deferred Compensation Plan. The account value increases or decreases based on the value of the Issuer's common stock. Upon
termination of employment, the Reporting Person's account balance may be distributed, at the option of the Issuer, either in cash or in shares of the Issuer's common stock.

Indirect #1   By Keith E. Lindner, Trustee of the Keith E. Lindner Living Trust dated June 2, 1992.
Indirect #2   By Keith E. Lindner,
Trustee of the Keith E. Lindner 1996-2 Qualified Annuity Trust dated 3/28/96.
Indirect #3   Held by Spouse of Reporting Person.
Indirect #4   By Keith E. Lindner, Custodian for minor child.
Indirect #5   By Keith E. Lindner, Custodian for minor child.
Indirect #6   By Courtney O'Neil & Christopher Hewett, Trustees of the Keith E. Lindner 1992 Trust dated 12/22/92.
Indirect #7   By Keith E. Lindner and Christopher B. Hewett, Trustees of the Courtney O'Neil 1992 Trust dated 12/22/92.
Indirect #8   By Keith E. Lindner, Custodian for minor child.
Indirect #9   By Keith E. Lindner, & Christopher Hewett, Trustees of the Courtney O'Neil Living Trust Dated 6/02/92.
Indirect #10   By Keith E. Lindner, Custodian for Court Edward Lindner.
Indirect #11   Courtney O'Neil Lindner
Indirect #12   KEL Investment, LLC, a limited liability company directly or indirectly wholly-owned by the Reporting Person

* If the form is filed by more than one reporting person, see Instruction 5(b)(v)
** Intentional mistatements or omissions of facts constitute Federal Criminal Violations.	_____Keith E. Lindner__________________ February 6, 2003
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	Signature of Reporting Person Date** Keith E. Lindner
	Karl J. Grafe, as Attorney-in-Fact
Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number	Page 2

LINDNER KEITH E 5