Edgar Filing: LINDNER CARL H III

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-President

(Last)

(First)

(Middle)

ONE EAST FOURTH STREET

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005

(Street)

CINCINNATI,Â OHÂ 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/04/2005	Â	G	10,030	D	$ 0	3,843,240	I	#1 ⁽¹⁾
Common Stock	05/02/2005	Â	G	21,000	D	$ 0	3,945,223	I	#1 ⁽¹⁾
Common Stock	08/22/2005	Â	G	217,998	A	$ 0	4,276,273	I	#1 ⁽¹⁾
Common Stock	10/26/2005	Â	G	9,875	D	$ 0	4,318,011	I	#1 ⁽¹⁾
Common Stock	12/20/2005	Â	G	26,250	D	$ 0	1,291,761 ⁽²⁾	I	#1 ⁽¹⁾
Common Stock	Â	Â	Â	Â	Â	Â	20,539	I	#2 ⁽³⁾
Common Stock	Â	Â	Â	Â	Â	Â	14,878.42	I	#4 ⁽⁴⁾
Common Stock	Â	Â	Â	Â	Â	Â	509,873	I	#5 ⁽⁵⁾
Common Stock	Â	Â	Â	Â	Â	Â	81,219	I	#6 ⁽⁶⁾
Common Stock	Â	Â	Â	Â	Â	Â	21,289	I	#9 ⁽⁷⁾
Common Stock	Â	Â	Â	Â	Â	Â	21,289	I	#10 ⁽⁸⁾
Common Stock	Â	Â	Â	Â	Â	Â	1,000,000	I	#12 ⁽⁹⁾
Common stock	Â	Â	Â	Â	Â	Â	21,299	I	#13 ⁽¹⁰⁾
Common Stock	Â	Â	Â	Â	Â	Â	1,584	I	#14 ⁽¹¹⁾
Common Stock	Â	Â	Â	Â	Â	Â	10	I	#15 ⁽¹²⁾
Common Stock	Â	Â	Â	Â	Â	Â	21,289	I	#16 ⁽¹³⁾
Common Stock	Â	Â	Â	Â	Â	Â	0 ⁽²⁾	I	#11 ⁽¹⁴⁾
Common Stock	Â	Â	Â	Â	Â	Â	3,000,000 ⁽²⁾	I	#18 ⁽¹⁵⁾

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

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SEC 2270 (9-02)

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

Deferred Compensation Obligation

$ 38.31

Â ⁽¹⁶⁾

Common Stock

12,969.314

12,969.314 ⁽¹⁶⁾

Reporting Owners

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

Signatures

Carl H. Lindner III By: Karl J. Grafe, as Attorney-in-Fact		02/13/2006
^**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: By Carl H. Lindner III, For the Second Amended & Restated Carl H. Lindner III Family Trust dated 3/11/94.
(2)	On 4/15/2005, Indirect #11 transferred 122,983 shares of common stock to Indirect #1. On 7/5/2005, Indirect #11 transferred 113,052 shares of common stock to Indirect #1. On 10/14/2005, Indirect #11 transferred 51,613 shares of common stock to Indirect #1. On 12/20/2005, Indirect #1 transferred 3,000,000 shares of common stock to Indirect #18.
(3)	Indirect #2: By Martha S. Lindner (Spouse), Trustee For the Second Amended & Restated Martha S. Lindner Family Trust dated 3/11/94.
(4)	Indirect #4: The Company Retirement and Savings Account. The number of shares of Common Stock which would be represented by the value of the reporting Person's Company Securities Funds account in the Issuer's Retirement and Savings Plan is based on a statement dated as of 12/31/2005.
(5)	Indirect #5: By Keith E. Lindner, Trustee under an Irrevocable Trust Indenture with Carl H. Lindner III dated 11/1/82.
(6)	Indirect #6: By Keith E. Lindner, Trustee under an Irrevocable Trust Indenture with Carl H. Lindner III dated 7/1/83.
(7)	Indirect #9: By Keith E. Lindner, Trustee under an Irrevocable Trust Indenture with Carl H. Lindner III and Martha S. Lindner dated 8/23/85.
(8)	Indirect #10: By Keith E. Lindner, Trustee under an irrevocable Trust Indenture with Carl H. Lindner III and Martha S. Lindner dated 9/26/89.
(9)	Indirect #12: CHL Investments, LLC, a limited liability company directly or indirectly wholly-owned by the Reporting Person.
(10)	Indirect #13: Daughter of Reporting Person
(11)	Indirect #14: Carl H. Lindner III, custodian of a minor.
(12)	Indirect #15: Son of Reporting Person
(13)	Indirect #16: Son of Reporting Person.
(14)	Indirect #11: By Carl H. Lindner III Trustee of the Carl H. Lindner III 1997-1 Qualified Annuity Trust dated January 16, 1997.
(15)	Indirect #18: Carl H. Lindner III TTEE of the Carl H. Lindner III 2205-1 Qualified Annuity Trust dtd 10/26/2005.
(16)	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.

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