Sec Form 5 Filing - LINDNER CARL H @ AMERICAN FINANCIAL GROUP INC - 2010-12-31

FORM 5 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 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/YY) 12/31/2010 (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 1,466,819 ( 1 ) I #3 ( 2 ) Common Stock 12/21/2010 G V 800 D $ 0 1,047,132 I #4 ( 3 ) Common Stock 12/28/2010 G V 1,288 D $ 0 1,045,844 I #4 ( 3 ) Common Stock 0 I #6 ( 4 ) Common Stock 0 I #7 ( 5 ) Common Stock 4,117,093 ( 1 ) I #8 ( 6 ) Common Stock 4,116,088 ( 1 ) I #9 ( 7 )

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 Phantom Stock ( 8 ) ( 8 ) ( 8 ) ( 8 ) Common Stock 81,173.7596 81,173.7596 D Phantom Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 20,844.8342 20,844.8342 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LINDNER CARL H ONE EAST FOURTH STREET CINCINNATI, OH45202 X X Chairman of the Board Signatures Carl H. Lindner, Jr.By: Karl J. Grafe, as Attorney-in-Fact 02/08/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 12/31/2010 Indirect #8 transferred 231,387 shares of common stock to Indirect #3 and Indirect #9 transferred 231,288 shares of common stock to Indirect #3. ( 2 )Indirect #3: EBL TTEE of the Edyth B. Lindner Family Trust Dated 4/13/04. ( 3 )Indirect #4: By Carl H. Lindner, Jr., et al. TTEE of the CHL amended and Restated Family Trust dated 1/22/82. ( 4 )Indirect #6: EBL 2008-1 Qualified Annuity Trust dtd 7/21/08. ( 5 )Indirect #7: EBL 2009-1 Qualified Annuity Trust dtd 3/31/2009. ( 6 )Indirect #8: EBL 2010-1 Qualified Annuity Trust dtd 4/8/2010. ( 7 )Indirect #9: EBL 2010-2 Qualified Annuity Trust dtd 4/8/2010. ( 8 )Represents amounts held by the Reporting Person in the Issuer's retirement plan. Each share is the economic equivalent of one share of common stock. Upon termination of employment or earlier, if so elected, the Reporting Person's account balance may be distributed, at the option of the Issuer, either in cash or in shares of the Issuer's common stock. ( 9 )Represents amounts deferred by the Reporting Person in the Issuer's Deferred Compensation Plan. The account value increases or decreases based on the value of the Issuer's common stock. Upon termination of employment or earlier, if so elected, the Reporting Person's account balance may be distributed, at the option of the Issuer, either in cash or in shares of the Issuer's common stock.

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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