Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
LINDNER CARL H III
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-CEO & Co-President
(Last)
(First)
(Middle)

ONE EAST FOURTH STREET
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
(Street)


CINCINNATI, OH 45202
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form 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. 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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 09/03/2010   G 36 D $ 0 2,665,356 I #1 (1)
Common Stock 11/05/2010   G 6,350 D $ 0 2,698,769 I #1 (1)
Common Stock 12/03/2010   G 2,370 D $ 0 2,696,399 I #1 (1)
Common Stock 12/08/2010   G 7,718 D $ 0 2,688,681 I #1 (1)
Common Stock 12/16/2010   G 633 D $ 0 2,688,048 I #1 (1)
Common Stock 12/29/2010   G 6,149 D $ 0 2,717,921 (2) I #1 (1)
Common Stock             35,859 I #2 (3)
Common Stock             1,468,500 I #12 (4)
Common Stock             176,166 I #21 (5)
Common Stock             113,091 I #22 (6)
Common Stock             0 (2) I #24 (7)
Common Stock             221,659 I #25 (8)
Common Stock             1,884,457 (2) I #26 (9)
Common Stock             2,671 (2) I #27 (10)

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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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LINDNER CARL H III
ONE EAST FOURTH STREET
CINCINNATI, OH 45202
  X     Co-CEO & Co-President  

Signatures

Carl H. Lindner III By: Karl J. Grafe, as Attorney-in-Fact 02/08/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Indirect #1: CHLIII, TTEE (or his Successors) of the Carl H. Lindner Family Trust DTD 8/29/02 as Amended.
(2) On 9/30/2010, Indirect #26 tranferred 39,763 shares of common stock to Indirect #1. On 12/14/2010, Indirect #24 transferred 2,671 shares of common stock to Indirect #27. On 12/31/2010, Indirect #26 transferred 36,022 shares of common stock to Indirect #1.
(3) Indirect #2: Martha S. Lindner, (or her Successor) o the Martha S. Lindner Family Trust DTD 8/30/02 as amended. (c3)
(4) Indirect #12: CHL Investments, LLC (c3)
(5) Indirect #21: Doug Marcian, TTEE MBL Trust Dtd 10/26/05. (c3)
(6) Indirect #22: Doug Marcian, TTEE GD Trust Dtd 10/26/05. (c3)
(7) Indirect #24: KEL, TTEE Under Irrevocable Trust Agreement with CHL III and MSL, Grantors dated 9/26/1989. (c3)
(8) Indirect #25: Lou Ann Flint, TTEE MBL 2009 Consolidation Trust DTD 12/22/09. (c3)
(9) Indirect #26: CHL III 2010-1 Qualified Annuity Trust DTD 4/9/10. (c3)
(10) indirect #27: LAF TTEE MBL 2009 Trust DTD 4/13/2009. (c3)

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