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)

4. Statement for Month/Day/Year ~~February~~March ~~20,~~ 2003

X 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

7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than 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~~-0-(a)

Common Stock

12,~~891~~309,~~621~~514(a)

Common Stock

2,~~217~~076,~~661~~807(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~~On ~~Employee~~1/7/03, ~~Stock~~the ~~Options~~Reporting ~~("Options")~~Person ~~become~~transferred ~~exercisable~~277,039 ~~as to 20% of the~~ shares ~~initially granted on the first anniversary~~ of ~~the~~common ~~date~~stock ofto ~~grant,~~Indirect ~~with~~#1 anand ~~additional 20% becoming exercisable~~ on ~~each~~1/14/03, ~~subsequent~~Indirect ~~anniversary.~~#2 ~~The~~transferred ~~Options~~140,854 ~~were~~shares ~~granted~~of ~~under~~common ~~the Issuer's~~ Stock ~~Option Plan pursuant~~ to ~~Rule~~Indirect ~~16b-3~~#1. 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~~April 2418, 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)

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