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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
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)
See Item 5
_________________________
(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 [ ].
Page 1 of 5 Pages
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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
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
3,549,987 (See Item 5)
8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
3,549,987 (See Item 5)
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,549,987 (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)
6.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 1 to Schedule 13D is filed on behalf of Lou Ann
Flint (the "Reporting Person") to amend the Schedule 13D filing made on
December 21, 1995 relative 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. All capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Schedule 13D. Items not included in this
amendment are either not amended or are not applicable.
Item 5.Interest in Securities of the Issuer.
On March 31, 1997, the Trust distributed 251,191 shares of American
Financial Common Stock to one of its beneficiaries as required by the terms
of the Trust. As of March 31, 1997, the Reporting Person beneficially owned
3,549,987 shares (or approximately 6.1% of the outstanding shares) of
American Financial Common Stock as follows:
Holder Number of Shares
Lou Ann Flint 822 (a)
Trust 3,548,343 (b)
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Total: 3,549,987
(a) Includes 200 shares 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 March 31, 1997, 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 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.
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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: April 9, 1997
James C. Kennedy
James C. Kennedy
As Attorney-in-Fact for:
Lou Ann Flint
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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
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