AMERICAN FINANCIAL GROUP INC /OH/
SC 13D, 1995-12-21
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                               

                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934


                         American Financial Group, Inc.
                                (Name of Issuer)


                          Common Stock, $1.00 Par Value

                         (Title of Class of Securities)


                                   029090 10 7
                                 (CUSIP Number)


                             James C. Kennedy, Esq.
                             One East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 579-2538

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                December 12, 1995
             (Date of Event Which Requires Filing of this Statement)


    If the filing person has previously filed a  statement on Schedule 13G to
    report the acquisition which  is the subject of this Schedule 13D, and is
    filing  this schedule  because  of Rule  13d-1(b)(3)  or (4),  check  the
    following box [  ].

    Check the following box if a fee is being paid with this statement [X].


                                Page 1 of 5 Pages


    <PAGE>
    CUSIP NO. 029090 10 7           13D             Page 2 of 5 Pages 
     
    1    NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

              Lou Ann Flint

    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [ ]
                                                              (b) [ ]
    3    SEC USE ONLY

    4    SOURCE OF FUNDS*

              N/A (See Item 4)

    5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
         IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                [ ]

    6    CITIZENSHIP OR PLACE OF ORGANIZATION

              United States Citizen
       
    7    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
         WITH:
            SOLE VOTING POWER

              5,000,200 (See Item 5)

    8    SHARED VOTING POWER

              - - -

    9    SOLE DISPOSITIVE POWER

              5,000,200 (See Item 5)

    10    SHARED DISPOSITIVE POWER

              - - -

    11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
          PERSON

              5,000,200 (See Item 5)

    12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
          EXCLUDES CERTAIN SHARES*                                [ ]

    13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              8.5% (See Item 5)

    14    TYPE OF REPORTING PERSON*

              IN

    <PAGE>

            This  Schedule 13D  is filed  on  behalf of  Lou Ann  Flint (the
    "Reporting Person").

    Item 1. Security and Issuer.

            This  Statement relates  to shares  of  Common Stock,  par value
    $1.00 per share ("Common Stock"),  of American Financial Group,  Inc., an
    Ohio  corporation  ("American  Financial").     The  principal  executive
    offices of  American Financial  are located  at One  East Fourth  Street,
    Cincinnati, Ohio 45202.

    Item 2. Identity and Background.

            (a)      Lou Ann Flint
            (b)      49 East Fourth Street, Cincinnati, Ohio 45202
            (c)      Executive Vice President  of JLM Financial,  a financial
                     consulting  firm  located  at  49  East  Fourth  Street,
                     Cincinnati, Ohio 45202
            (d)      None
            (e)      None
            (f)      United States Citizen

    Item 3. Source and Amount of Funds or Other Consideration.

            Please see Item 4.

    Item 4. Purpose of the Transaction.

            On  December 12,  1995, 5,000,000  shares of  American Financial
    Common  Stock were  contributed to  a trust  (the "Trust") for  which the
    Reporting Person acts  as sole trustee with voting and dispositive power.
    The grantor of the trust  is Edyth Lindner, wife of  Carl H. Lindner, and
    the beneficiaries  of the  trust are Mrs.  Lindner and  her sons Carl  H.
    Lindner III, S. Craig Lindner and Keith E. Lindner.

            The  Reporting  Person  considers  her beneficial  ownership  of
    American  Financial  equity   securities  as  an  investment   which  the
    Reporting Person  continues to  evaluate.   Although she  has no  present
    plans  to do  so, from  time to  time  the Reporting  Person may  acquire
    additional American  Financial equity securities  or dispose  of some  or
    all of the American Financial equity securities which she owns.

            Except  as  set  forth  in this  Item  4,  the Reporting  Person
    presently has no plans  or proposals  that relate to  or would result  in
    any of the  actions specified in  clauses (a)  through (j) of  Item 4  of
    Schedule 13D.


                                      - 3 -

    <PAGE>

    Item 5. Interest in Securities of the Issuer.

            As  of  December 19,  1995,  the  Reporting Person  beneficially
    owned 5,000,200  shares (or approximately 8.5% of the outstanding shares)
    of American Financial Common Stock as follows:

              Holder                        Number of Shares 
             ---------------              ---------------------
             Lou Ann Flint                           200 (a)
             Trust                             5,000,000 (b)
                                          ------------------
                 Total:                        5,000,200

            (a)      Held as custodian for her minor children.
            (b)      Held as  Lou Ann Flint, Trustee  of the
                     Edyth Lindner 1995-3  Qualified Annuity
                     Trust dated 12-12-95.

            As  of December 19,  1995, and  within the last 60  days, to the
    best knowledge and  belief of the  undersigned, other  than as  described
    herein, no transactions  involving American  Financial equity  securities
    had been engaged in by the Reporting Person.

    Item 6. Contracts, Arrangements,  Understandings or  Relationships  With
            Respect to Securities of the Issuer.

            None.

    Item 7. Material to be filed as Exhibits.

            (1)      Power  of Attorney  executed in  connection with filings
                     under the Securities Exchange Act of 1934, as amended.

            After reasonable inquiry and  to the best  knowledge and  belief
    of  the undersigned,  it  is hereby  certified  that the  information set
    forth in this statement is true, complete and correct.

    Dated:  December 21, 1995


                                      James C. Kennedy                       
                                      ------------------------------ 
                                       James C. Kennedy, As                  
                                       Attorney-in-Fact for:
                                         Lou Ann Flint
                                                                    
    (AFG-LAF.13d)
                                                                    

                                      - 4 -

    <PAGE>
                                                               Exhibit 1

                                POWER OF ATTORNEY


            I, Lou Ann Flint, do hereby appoint James E.  Evans and James C.
    Kennedy, or either  of them, as my  true and lawful  attorneys-in-fact to
    sign  on my  behalf individually  and  to file  with  the Securities  and
    Exchange  Commission any schedules or other filings or amendments thereto
    made by  me pursuant to  Sections 13(d), 13(f),  13(g), and 14(d) of  the
    Securities and Exchange Act of 1934, as amended.

            IN WITNESS WHEREOF,  I have hereunto set my hand  at Cincinnati,
    Ohio this 4th day of December, 1995.

                                                    
                                        Lou Ann Flint                
                                        -----------------------
                                        Lou Ann Flint


                                     - 5 -




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