FORM 4

U.S. 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, Section 17(a) of the Public Utilities
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person

Lindner Keith E.

2. Issuer Name and Ticker or Trading Symbol

AMERICAN FINANCIAL GROUP, INC. (AFG)

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

(Last) (First) (Middle)

One East Fourth Street

3. IRS Identification,
Number of Reporting
Person, if an entity (Voluntary)

Statement for
Month/Day/Year

February 20, 2003

Director

10% Owner

X Officer (give
title below)

Other (specify
below)

(Street)

Cincinnati, Ohio 45202

5. If Amendment

,
Date of Original
(Month/Day/Year)

Co- President

7. Individual or Joint/Group Filing

(Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting PersonForm 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. Trans-
action
Date

2A.
Deemed
Execution
Date, if
any

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

6. Owner-
ship
Form:
Direct

7. Nature
of In-
Direct
Bene-

(Month/
Day/
Year)

Code

Amount

(A) or
(D)

Price

Following
Reported
Transactions
(Instr. 3 and 4)

(D) or
Indirect
(I)
(Instr. 4)

Ficial
Owner-
ship
(Instr. 4)

Common Stock

277,039

Common Stock

1,891,621(a)

Common Stock

2,217,661(a)

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-

#11

Common Stock

1,500,000

#12

Common Stock

219.42

401-K

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly

. Over
*If the form is filed by more than one reporting person, see Instruction 4(b)(v) SEC 1474 (9-02)

<PAGE>

FORM 4 (continued) 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. Conver-
sion or|
Exercise
Price of
Deriv-
ative

3. Trans-
action
Date

3A
Deemed
Execution
Date, if
any

4. Transac-
tion Code
(Instr. 8)

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed 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
Deriv-
ative
ecuri-
ty

9. Number
of Deriv-
ative
Secur-
ities
Bene-

10. Owner-
ship
Form
of De-
rivative
Secur

11. Nature
of In-
direct
Bene-
ficial
Owner-

Security

(Month/
Day/
Year)

Date

Expiration

Amount or

(Instr.
5)

icially
Owned
at End
of

Ity
Direct
(D) or
Indi-

Ship
(Instr. 4)

Code

(A)

(D)

Exercisable

Date

Title

Number of Shares

Month
(Instr. 4)

rect (I)
(Instr. 4)

Employee Stock Option

$18.45

2/20/03

55,000

(a)

2/23/13

Common

Stock

55,000

Explanation of Responses:

(a)   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.

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

**Intentional misstatements or omissions of facts constitute Federal Criminal violations	Karl J. Grafe ________ February 24, 2003
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)	** Signature of Reporting Person Date
	Keith E. Lindner
Note: File three copies of this Form, one of which must be manually signed	By: Karl J. Grafe, as attorney-in-fact Page 2
If space provided is insufficient, see Instruction 6 for procedure	SEC 1474 (3/91)

LINDNER KEITH E 4