FORM 4

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 Utilities
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

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  subject to Section 16. Form 4
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(Print or Type Responses)                                                                                       

  Mischell         Thomas                 E.

  AMERICAN FINANCIAL GROUP, INC. (AFG)

  6.  Relationship of Reporting Person to Issuer
               (Check all applicable)

  One East Fourth Street

3. IRS Identification,
  Number of Reporting
  Person, if an entity (Voluntary)

4. Statement for
   Month/Day/Year

  February 20, 2003

     Director

     10% Owner

  X  Officer (give
     title below)

     Other (specify
           below)

  Cincinnati,   Ohio     45202

5. If Amendment,
   Date of Original
   (Month/Day/Year)

 Senior Vice President - Taxes

7. Individual or Joint/Group Filing (Check Applicable Line)
 X Form filed by One Reporting Person
    Form filed by More than One Reporting PersonForm 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. Trans-
action
Date

2A.
Deemed
Execution
Date, if
any

3. Trans-
action
Code
(Instr. 8)

4.  Securities Acquired (A)
or Disposed of (D)
(Instr. 3,4 and 5)

5. Amount of
Securities
Beneficially
Owned

6. Owner-
ship
Form:
Direct

7. Nature
of In-
Direct
Bene-

(Month/
Day/
Year)

(Month/
Day/
Year)

Code

V

Amount

(A) or
(D)

Price

Following
Reported
Transactions
(Instr. 3 and 4)

(D) or
Indirect
(I)
(Instr. 4)

Ficial
Owner-
ship
(Instr. 4)

Common Stock

84,722

D

Common Stock

1,000

I

#1

Common Stock

300

I

#2

Common Stock

7,134.32

I

In ESPP Account (a)

Common Stock

7,298,144

I

RASP (b)

Common Stock

400.61

I

401-k(c)

Reminder:  Report on a separate line for each class of securities beneficially owned directly or indirectly.                                              Over 
*If the form is filed by more than one reporting person, see Instruction 4(b)(v)                                                               

FORM 4  (continued)                                                                        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. Conver-
sion or|
Exercise
Price of
Deriv-
ative

3.  Trans-
action
Date

3A 
Deemed
Execution
Date, if
any

4. Transac-
tion Code
(Instr. 8)

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed 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
Deriv-
ative
ecuri-
ty

9.  Number
of Deriv-
ative
Secur-
ities
Bene-

10. Owner-
ship
Form
of De-
rivative
Secur

11. Nature
of In-
direct
Bene-
ficial
Owner-

Security

(Month/
Day/
Year)

(Month/
Day/
Year)

Date

Expiration

Amount or

(Instr.
5)

icially
Owned
at End
of

Ity
Direct
(D) or
Indi-

Ship
(Instr. 4)

Code

V

(A)

(D)

Exercisable

Date

Title

Number of Shares

Month
(Instr. 4)

rect (I)
(Instr. 4)

Employee Stock

Option

$18.45

2/20/03

A

35,000

(d)

2/23/13

Common

Stock

35,000

35,000

D

Explanation of Responses:  

(a)   These shares were allocated to the Reporting Person's account under the Issuer's Employee Stock Purchase Plan as of December 31, 2002. Any purchases during 2003 will be reflected on a Form 5 for the year ended December 31, 2003.

(b)   These shares are held by the American Financial Group, Inc. Retirement and Savings Plan ("RASP") for which the Reporting Person acts as a Trustee with voting and dispositive power. The Reporting Person has no direct pecuniary interest in any shares of Common Stock held by the RASP.

(c)   The number of shares of Common Stock which would be represented by the value of the Reporting Person's Common Stock Fund account in the Issuer's Retirement and Savings Plan ("401(k) Plan"), based on a 401(k) Plan statement dated as of 12/31/02.

(d)   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.

Indirect No. 1 Represents one-half of the 2,000 shares held by a general partnership of which the Reporting Person is a 50% partner.

Indirect No. 2 By a minor child of the Reporting person.

Indirect No. 3 By a minor child of the Reporting person.

**  Intentional mistatements or omissions of facts constitute Federal Criminal Violations.

          Karl J. Grafe                                                                            February 24, 2003           

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

** Signature of Reporting Person                                                   Date

     Thomas E. Mischell

     By: Karl J. Grafe, as attorney-in-fact

         If space provided is insufficient, see instruction 6 for procedure.

 Page 2

SEC 1474 (9-02)