Sec Form 4 Filing - MARTIN WILLIAM R @ AMERICAN FINANCIAL GROUP INC - 2008-05-14

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 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 MARTIN WILLIAM R 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE EAST FOURTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2008 (Street) CINCINNATI, OH45202 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/14/2008 M 1,500 A $ 18.8133 29,260 D Common Stock 05/14/2008 M 3,750 A $ 18.6333 33,010 D Common Stock 05/14/2008 M 3,750 A $ 17.9067 36,760 D Common Stock 05/14/2008 M 3,750 A $ 14.7 40,510 D Common Stock 05/14/2008 M 1,500 A $ 22.48 42,010 D Common Stock 12,297 I Indirect #1 ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Director Stock Option $ 22.48 05/14/2008 M 1,500 06/01/1999 06/01/2009 Common Stock 1,500 $ 0 0 D Director Stock Option $ 18.8133 05/14/2008 M 1,500 06/01/1999 06/01/2010 Common Stock 1,500 $ 0 0 D Director Stock Option $ 18.6333 05/14/2008 M 3,750 06/01/2001 06/01/2011 Common Stock 3,750 $ 0 0 D Director Stock Option $ 17.9067 05/14/2008 M 3,750 06/01/2002 06/01/2012 Common Stock 3,750 $ 0 0 D Director Stock Option $ 14.7 05/14/2008 M 3,750 06/01/2003 06/01/2013 common Stock 3,750 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARTIN WILLIAM R ONE EAST FOURTH STREET CINCINNATI, OH45202 X Signatures William R. MartinBy: Karl J. Grafe, as Attorney-in-Fact 05/14/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Indirect #1: These shares are held by the Reporting Person's spouse.

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).

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