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 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. Date of Earliest Transaction (Month/Day/Year) 05/20/2011 (Street) CINCINNATI, OH 45202 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 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 02/04/2011   G V 15,972 D $ 0 2,714,850 I #1 (1) Common Stock 05/20/2011   M   40,883 A $ 20.0067 2,789,266 (2) I #1 (1) Common Stock 05/20/2011   S   40,883 D $ 35.3916 (3) 2,748,383 I #1 (1) Common Stock               35,859 I #2 (4) Common Stock               1,468,500 I #12 (5) Common Stock               176,166 I #21 (6) Common Stock               113,091 I #22 (7) Common Stock               146,659 (8) I #25 (9) Common Stock               1,850,924 (2) I #26 (10) Common Stock               77,671 (8) I #27 (11)

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

Employee Stock Option Exercise

$ 20.0067

05/20/2011

M

40,883

(12)

02/27/2014

Common Stock

40,883

$ 0

41,617

D

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		05/24/2011
**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: CHL III, TTEE (or his Successors) of the Carl H. Lindner III Family Trust DTD 8/29/02 as Amended. (c3)
(2)	On March 31, 2011, Indirect #26 transferred 33,533 shares of AFG common stock to Indirect #1.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.34 to $35.44, inclusive. The reporting person undertakes to provide to American Financial Group, Inc., ("AFG"), any security holder of AFG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
(4)	Indirect #2: Martha S. Lindner, (or her Successor) o the Martha S. Lindner Family Trust DTD 8/30/02 as amended. (c3)
(5)	Indirect #12: CHL Investments, LLC (c3)
(6)	Indirect #21: Doug Marcian, TTEE MBL Trust Dtd 10/26/05. (c3)
(7)	Indirect #22: Doug Marcian, TTEE GD Trust Dtd 10/26/05. (c3)
(8)	On March 10, 2011, Indirect #25 transferred 75,000 shares of AFG common stock to Indirect #27.
(9)	Indirect #25: Lou Ann Flint TTEE MBL 2009 Consolidation Trust DTD 12/22/09.
(10)	Indirect #26: CHL III 2010-1 Qualified Annuity Trust DTD 4/9/10.
(11)	Indirect #27: Lou Ann Flint TTEE MBL 2009 Trust DTD 4/13/2009.
(12)	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.

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