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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LINDNER CARL H 		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                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

ONE EAST FOURTH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/7/2010
(Street)

CINCINNATI, OH 45202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  0   D    
Common Stock                  0   I   #1   (1)
Common Stock   4/7/2010     J (2)    4520024   A   (2) 0   (3) I   #2   (4)
Common Stock                  0   (3) I   #3   (5)
Common Stock   3/4/2010     G   V 7440   D $0.00   3730953   I   #4   (6)
Common Stock   3/9/2010     G   V 86757   D $0.00   3644196   I   #4   (6)
Common Stock   3/11/2010     G   V 22034   D $0.00   1052092   (3) I   #4   (6)
Common Stock   3/29/2010     A   V 144   (7) A $0.00   1052236   D    
Common Stock                  0   (3) I   #6   (8)
Common Stock   4/7/2010     J (2)    4520024   D   (2) 0   (3) I   #7   (9)
Common Stock                  4850596   (3) I   #8   (10)
Common Stock                  4849404   (3) I   #9   (11)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  Indirect #1: By Carl H. Lindner, Jr., et al. TTEE for the CHL Amended and Restated Family Trust dated 12/12/83.
( 2)  Reflects a distribution from the Reporting Person's Grantor Retained Annuity Trust for the purpose of substituting different assets. The price at which the shares were acquired from the GRAT is being determined by appraisal, and is not available at this time. This report will be amended to provide such price as soon as it has been determined.
( 3)  On 3/31/2010, Indirect #6 tranferred 398,628 shares of AFG common stock to Indirect #2 and on 3/31/2010, Indirect #7 transferred 103,335 shares of common stock to Indirect #2. On 4/5/2010, Indirect #4 transferred 2,570,070 shares of common stock to Indirect #2. On 4/8/2010, Indirect #3 transferred 1,608,128 and 499,815 shares of common stock to Indirect #8 and #9, respectively. Also on 4/8/2010, Indirect #2 transferred 3,242,468 and 4,349,589 shares of common stock to Indirect #8 and #9, respectively.
( 4)  Indirect #2: By Edyth B. Lindner, Spouse.
( 5)  Indirect #3: EBL TTEE of the Edyth B. Lindner Family Trust Dated 4/13/04.
( 6)  Indirect #4: By Carl H. Lindner, Jr., et al. Trustee of the CHL amended and Restated Family Trust dated 1/22/82.
( 7)  Represents a required annual distribution from the Issuer's 401(k) Retirement and Savings Plan.
( 8)  Indirect #6: EBL 2008-1 Qualified Annuity Trust dtd 7/21/08.
( 9)  Indirect #7: EBL 2009-1 Qualifed Annuity Trust dtd 3/31/2009.
( 10)  Indirect #8: EBL 2010-1 Qualified Annuity Trust DTD 4/8/2010
( 11)  Indirect #9: EBL 2010-2 Qualified Annuity Trust DTD 4/8/2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LINDNER CARL H
ONE EAST FOURTH STREET
CINCINNATI, OH 45202 		X X
Chairman of the Board

Signatures
Carl H. Lindner, Jr. By: Karl J. Grafe, as Attorney-in-Fact 4/9/2010
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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