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<TITLE>Form S-8 Registration Statement
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    <CENTER>As filed with the Securities and Exchange Commission on November 30, 2001</CENTER>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</CENTER>

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                       <CENTER>SECURITIES AND EXCHANGE COMMISSION<BR>
                             Washington, D.C. 20549</CENTER>
<BR>
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<H3 ALIGN=CENTER>FORM S-8<BR>

REGISTRATION STATEMENT<BR>

UNDER<BR>

THE SECURITIES ACT OF 1933</H3>

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<TD WIDTH=25% ALIGN=CENTER><P>Incorporated<BR>Under the Laws<BR>of Ohio </P></TD>
<TD WIDTH=40% ALIGN=CENTER><P>AMERICAN FINANCIAL GROUP, INC. <BR>ONE EAST FOURTH STREET <BR>
CINCINNATI, OHIO  45202 <BR>(513) 579-2121<BR><BR>  </P></TD>
<TD WIDTH=25% ALIGN=CENTER><P>I.R.S. Employer<BR>
       Identification No.<BR>
        31-1544320

</P>
</TD>
</TR>
</TABLE>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<BR>
                    <CENTER>GREAT AMERICAN FINANCIAL RESOURCES, INC.<BR>
                           RETIREMENT AND SAVINGS PLAN</CENTER>
                                   <BR>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<BR>
                            <CENTER> James C. Kennedy, Esq.<BR>
              Vice President, Deputy General Counsel and Secretary<BR>
                         American Financial Group, Inc.<BR>
                             Cincinnati, Ohio 45202<BR>
                                 (513) 579-2538<BR>
                               (Agent for Service)</CENTER>
<BR>
<H4 ALIGN=CENTER>CALCULATION
OF REGISTRATION FEE</H4>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=CENTER><P> <BR><BR><B>Title of<BR>Securities<BR>To Be Registered</B><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>Common Stock</P></TD>
<TD WIDTH=3% ALIGN=CENTER><P> <BR><BR><B>Amount<BR>To Be<BR>Registered(1)</B><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>250,000 Shares</P></TD>
<TD WIDTH=3% ALIGN=CENTER><P><B>Proposed<BR>Maximum<BR>Offering<BR>Price<BR>Per Share</B><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>
$24.20(2) </P></TD>
<TD WIDTH=3% ALIGN=CENTER><P> <B>Proposed<BR>Maximum<BR>Aggregate<BR>Offering<BR>Price</B><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>$6,050,000(2)</P></TD>
<TD WIDTH=3% ALIGN=CENTER><P><B><BR><BR> Amount of<BR>Registration<BR>Fee(3)</B><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>$1,446

</P>
</TD>
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<BR><BR>
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<TD WIDTH=8% ALIGN=LEFT><P>(1) </P></TD>
<TD WIDTH=92% ALIGN=LEFT><P>
This  Registration  Statement  is filed for up to 250,000  shares of common
     stock of American  Financial  Group,  Inc. (the  "Registrant")  issuable to
     employees  of  the  Registrant's   subsidiary,   Great  American  Financial
     Resources,  Inc., pursuant to the Great American Financial Resources,  Inc.
     Retirement and Savings Plan.
</P>
</TD>
</TR>
</TABLE>
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<TD WIDTH=8% ALIGN=LEFT><P>(2) </P></TD>
<TD WIDTH=92% ALIGN=LEFT><P>
 Estimated solely for purposes of calculating registration fee.</P>
</TD>
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<TD WIDTH=8% ALIGN=LEFT><P>(3) </P></TD>
<TD WIDTH=92% ALIGN=LEFT><P>
 Registration fee has been calculated pursuant to Rule 457(h).</P>
</TD>
</TR>
</TABLE>


<BR><BR>
<PAGE>




Great American  Financial  Resources,  Inc.,  formerly known as American Annuity
Group, Inc., is an 83%-owned subsidiary of American Financial Group, Inc.

<H4 ALIGN=CENTER>PART II<BR><BR>

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</H4>

<H4 ALIGN=LEFT>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Incorporation of Documents by Reference</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents
filed by American Financial Group, Inc. (the &#147;Registrant&#148;) with the
Securities and Exchange Commission (the &#147;Commission&#148;) are incorporated
herein by reference and made a part hereof: </P>

<OL><LI>Annual Report on Form 10-K for the year ended December 31, 2000.<BR><BR>
<LI>Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30,
2001. <BR><BR>
<LI> Current Report on Form 8-K dated August 2, 2001.
<BR><BR><LI>The description of the
Registrant&#146;s common stock contained in the Form 8-A filed with the
Commission on November 23, 1997. </OL>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. </P>

<H4 ALIGN=LEFT>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description of Securities</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Not applicable.</P>

<H4 ALIGN=LEFT>Item 5. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Interests
of Named Experts and Counsel</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The legality of the Common
Stock will be passed upon for the Registrant by Keating, Muething &amp; Klekamp,
P.L.L., 1400 Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202. </P>

<H4 ALIGN=LEFT>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indemnification of Directors and Officers</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ohio Revised Code, Section
1701.13(E), allows indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a proceeding by or
in the right of the Registrant, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant, against expenses,
including judgment and fines, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar provisions apply to
actions brought by or in the right of the Registrant, except that no
indemnification shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to the Registrant unless
deemed otherwise by the court. Indemnifications are to be made by a majority
vote of a quorum of disinterested directors or the written opinion of
independent counsel or by the shareholders or by the court. The
Registrant&#146;s Code of Regulations extends such indemnification. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant maintains,
at its expense, Directors and Officers Liability and Registrant Reimbursement
Liability Insurance. The Directors and Officers Liability portion of such policy
covers all directors and officers of the Registrant and of the companies which
are, directly or indirectly, more than 50% owned by the Registrant. The policy
provides for payment on behalf of the directors and officers, up to the policy
limits and after expenditure of a specified deductible, of all Loss (as defined)
from claims made against them during the policy period for defined wrongful
acts, which include errors, misstatements or misleading statements, acts or
omissions and neglect or breach of duty by directors and officers in the
discharge of their individual or collective duties as such. The insurance
includes the cost of investigations and defenses, appeals and bonds and
settlements and judgments, but not fines or penalties imposed by law. The
insurance does not cover any claims arising out of acts alleged to have been
committed prior to October 24, 1978. The insurer limit of liability under the
policy is $50,000,000 in the aggregate for all losses each year subject to
certain individual and aggregate deductibles. The policy contains various
exclusions and reporting requirements. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant also has
entered into indemnification agreements with its executive officers and
directors providing for indemnification against certain liabilities to the
fullest extent permitted under Ohio law. </P>

<H4 ALIGN=LEFT>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Exemption from Registration Claimed</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<H4 ALIGN=LEFT>Item 8. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits</H4>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=CENTER><P>5 </P></TD>
<TD WIDTH=90%><P>    Opinion of Keating, Muething &amp; Klekamp, P.L.L.</P>
</TD>
</TR>
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<BR>
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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=CENTER><P>10 </P></TD>
<TD WIDTH=90%><P>
        Great American Financial  Resources,  Inc. Retirement and Savings
               Plan
</P>
</TD>
</TR>
</TABLE><BR>
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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=CENTER><P>23.1</P></TD>
<TD WIDTH=90%><P>
 23.1 Consent  of  Keating,  Muething  &amp;  Klekamp,  PLL  (contained  on
               Exhibit 5).</P>
</TD>
</TR>
</TABLE>
<BR>
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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=CENTER>23.2</TD>
<TD WIDTH=90%>
Consent of Ernst &amp; Young LLP 24 Power of Attorney (contained on the
signature page).</TD>
</TR>
</TABLE>
<BR>

<H4 ALIGN=LEFT>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Undertakings</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1&nbsp;&nbsp;&nbsp; The Registrant hereby
undertakes to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: </P>

<OL><LI>   to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;<BR><BR>

<LI> to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the &#147;Calculation of Registration Fee&#148; table in the
effective registration statement. <BR><BR>

<LI>   to  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;</OL>

<P><I>provided</I>, however,
that paragraphs (1) and (2) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2&nbsp;&nbsp;&nbsp; The undersigned
Registrant hereby undertakes that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3&nbsp;&nbsp;&nbsp; The undersigned
Registrant hereby undertakes to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4&nbsp;&nbsp;&nbsp; The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant&#146;s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.5 &nbsp;&nbsp;&nbsp;Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue. </P>


<PAGE>



<H4 ALIGN=CENTER>SIGNATURES</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The Registrant.</I> Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Cincinnati, Ohio, on November 30, 2001. </P>

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<TD WIDTH=50% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=50% ALIGN=LEFT><P>
 AMERICAN FINANCIAL GROUP, INC.<BR><BR><BR><BR>



                                           By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Carl H. Lindner
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Carl H. Lindner<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman of the Board
</P>
</TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Each person below whose signature is preceded by an (*) hereby constitutes and
appoints Fred J. Runk, James C. Kennedy and Karl J. Grafe, or any of them, his
true and lawful attorney and agent, to sign all amendments to this Registration
Statement as well as any related registration statement (or amendment thereto)
filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933. </P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Signature&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR><BR><U>*/s/Carl H. Lindner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Carl H. Lindner<BR><BR><BR><BR>
<U>*/s/Carl H. Lindner III&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Carl H. Lindner III<BR><BR>
<U>*/s/S. Craig Lindner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>S. Craig Lindner<BR><BR>
<U>*/s/Keith E. Lindner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Keith E. Lindner<BR><BR>
<U>*/s/James E. Evans&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>James E. Evans<BR><BR>
<U>*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Theodore H. Emmerich<BR><BR>
<U>*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Thomas M. Hunt<BR><BR>
<U>*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>
William F. Martin<BR><BR>
<U>*/s/Fred J. Runk&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>Fred J. Runk<BR><BR></P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capacity&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR><BR>
Chairman of the Board<BR>and Chief Executive Officer<BR>and a Director<BR>(Principal Executive Officer)
<BR><BR>Director<BR><BR><BR>Director<BR><BR><BR>Director<BR><BR><BR>Director<BR><BR><BR>Director
<BR><BR><BR>Director<BR><BR><BR>
Director<BR><BR><BR>Senior Vice President<BR>and Treasurer (Principal<BR>Financial and Accounting<BR>Officer)</P></TD>
<TD WIDTH=20% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>November 30, 2001<BR><BR><BR><BR><BR>
November 30, 2001<BR><BR><BR>November 30, 2001<BR><BR><BR>November 30, 2001<BR><BR><BR>
November 30, 2001<BR><BR><BR>November __, 2001<BR><BR><BR>November __, 2001<BR><BR><BR>November __, 2001
<BR><BR><BR>November 30, 2001
</P>
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</HTML>
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Form S-8 Registration Statement
As filed with the Securities and Exchange Commission on November 30, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated
Under the Laws
of Ohio
AMERICAN FINANCIAL GROUP, INC.
ONE EAST FOURTH STREET
CINCINNATI, OHIO  45202
(513) 579-2121
I.R.S. Employer
Identification No.
31-1544320
GREAT AMERICAN FINANCIAL RESOURCES, INC.
RETIREMENT AND SAVINGS PLAN
James C. Kennedy, Esq.
Vice President, Deputy General Counsel and Secretary
American Financial Group, Inc.
Cincinnati, Ohio 45202
(513) 579-2538
(Agent for Service)
CALCULATION
OF REGISTRATION FEE
Title of
Securities
To Be Registered
Common Stock
Amount
To Be
Registered(1)
250,000 Shares
Proposed
Maximum
Offering
Price
Per Share
$24.20(2)
Proposed
Maximum
Aggregate
Offering
Price
$6,050,000(2)
Amount of
Registration
Fee(3)
$1,446
(1)
This  Registration  Statement  is filed for up to 250,000  shares of common
     stock of American  Financial  Group,  Inc. (the  "Registrant")  issuable to
     employees  of  the  Registrant's   subsidiary,   Great  American  Financial
     Resources,  Inc., pursuant to the Great American Financial Resources,  Inc.
     Retirement and Savings Plan.
(2)
Estimated solely for purposes of calculating registration fee.
(3)
Registration fee has been calculated pursuant to Rule 457(h).
Great American  Financial  Resources,  Inc.,  formerly known as American Annuity
Group, Inc., is an 83%-owned subsidiary of American Financial Group, Inc.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.     
Incorporation of Documents by Reference
The following documents
filed by American Financial Group, Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") are incorporated
herein by reference and made a part hereof:
Annual Report on Form 10-K for the year ended December 31, 2000.
Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30,
2001.
Current Report on Form 8-K dated August 2, 2001.
The description of the
Registrant's common stock contained in the Form 8-A filed with the
Commission on November 23, 1997.
All reports and other
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Item 4.     Description of Securities
Not applicable.
Item 5.      Interests
of Named Experts and Counsel
The legality of the Common
Stock will be passed upon for the Registrant by Keating, Muething & Klekamp,
P.L.L., 1400 Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
Item 6.     
Indemnification of Directors and Officers
Ohio Revised Code, Section
1701.13(E), allows indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a proceeding by or
in the right of the Registrant, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant, against expenses,
including judgment and fines, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar provisions apply to
actions brought by or in the right of the Registrant, except that no
indemnification shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to the Registrant unless
deemed otherwise by the court. Indemnifications are to be made by a majority
vote of a quorum of disinterested directors or the written opinion of
independent counsel or by the shareholders or by the court. The
Registrant's Code of Regulations extends such indemnification.
The Registrant maintains,
at its expense, Directors and Officers Liability and Registrant Reimbursement
Liability Insurance. The Directors and Officers Liability portion of such policy
covers all directors and officers of the Registrant and of the companies which
are, directly or indirectly, more than 50% owned by the Registrant. The policy
provides for payment on behalf of the directors and officers, up to the policy
limits and after expenditure of a specified deductible, of all Loss (as defined)
from claims made against them during the policy period for defined wrongful
acts, which include errors, misstatements or misleading statements, acts or
omissions and neglect or breach of duty by directors and officers in the
discharge of their individual or collective duties as such. The insurance
includes the cost of investigations and defenses, appeals and bonds and
settlements and judgments, but not fines or penalties imposed by law. The
insurance does not cover any claims arising out of acts alleged to have been
committed prior to October 24, 1978. The insurer limit of liability under the
policy is $50,000,000 in the aggregate for all losses each year subject to
certain individual and aggregate deductibles. The policy contains various
exclusions and reporting requirements.
The Registrant also has
entered into indemnification agreements with its executive officers and
directors providing for indemnification against certain liabilities to the
fullest extent permitted under Ohio law.
Item 7.     
Exemption from Registration Claimed
Not applicable.
Item 8.      Exhibits
5
Opinion of Keating, Muething & Klekamp, P.L.L.
10
Great American Financial  Resources,  Inc. Retirement and Savings
               Plan
23.1
23.1 Consent  of  Keating,  Muething  &  Klekamp,  PLL  (contained  on
               Exhibit 5).
23.2
Consent of Ernst & Young LLP 24 Power of Attorney (contained on the
signature page).
Item 9.     
Undertakings
9.1    The Registrant hereby
undertakes to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;
to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
to  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;
provided
, however,
that paragraphs (1) and (2) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
9.2    The undersigned
Registrant hereby undertakes that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
9.3    The undersigned
Registrant hereby undertakes to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
9.4    The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
9.5    Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Cincinnati, Ohio, on November 30, 2001.
AMERICAN FINANCIAL GROUP, INC.
By:
/s/ Carl H. Lindner
Carl H. Lindner
Chairman of the Board
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Each person below whose signature is preceded by an (*) hereby constitutes and
appoints Fred J. Runk, James C. Kennedy and Karl J. Grafe, or any of them, his
true and lawful attorney and agent, to sign all amendments to this Registration
Statement as well as any related registration statement (or amendment thereto)
filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933.
Signature
*/s/Carl H. Lindner
Carl H. Lindner
*/s/Carl H. Lindner III
Carl H. Lindner III
*/s/S. Craig Lindner
S. Craig Lindner
*/s/Keith E. Lindner
Keith E. Lindner
*/s/James E. Evans
James E. Evans
*
Theodore H. Emmerich
*
Thomas M. Hunt
*
William F. Martin
*/s/Fred J. Runk
Fred J. Runk
Capacity
Chairman of the Board
and Chief Executive Officer
and a Director
(Principal Executive Officer)
Director
Director
Director
Director
Director
Director
Director
Senior Vice President
and Treasurer (Principal
Financial and Accounting
Officer)
Date
November 30, 2001
November 30, 2001
November 30, 2001
November 30, 2001
November 30, 2001
November __, 2001
November __, 2001
November __, 2001
November 30, 2001