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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-Q/A


                               Amendment No. 1 to
             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



For the Quarterly Period Ended                             Commission File
March 31, 2003                                                  No. 1-7361


                         AMERICAN FINANCIAL CORPORATION



Incorporated under                                       IRS Employer I.D.
the Laws of Ohio                                            No. 31-0624874


                 One East Fourth Street, Cincinnati, Ohio 45202
                                 (513) 579-2121






       Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

       Indicate by check mark whether the Registrant is an accelerated filer.
Yes  No  X

       As of May 1, 2003, there were 10,593,000 shares of the Registrant's
Common Stock outstanding, all of which were owned by American Financial Group,
Inc.








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<PAGE>
                       AMERICAN FINANCIAL CORPORATION 10-Q/A

                                EXPLANATORY NOTE

The Registrant hereby amends its Quarterly Report on Form 10-Q to include the
document listed as Exhibit 10 which was inadvertently omitted from Item 6 of
the original filing.

                                     PART I

                                     ITEM 4

                             CONTROLS AND PROCEDURES

AFC's chief executive officer and chief financial officer, with assistance
from management, have evaluated AFC's disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14(c)) as of a date within 90 days prior to
filing this report. Based on that evaluation, they concluded that the controls
and procedures are effective. There have been no significant changes in AFC's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.


                                     PART II
                                OTHER INFORMATION

                                     ITEM 6

                        EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 10 - 2003 Annual Bonus Plan.

    Exhibit 99 - Certification pursuant to section 906 of the
                 Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:  none


                    -----------------------------------------


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, American
Financial Corporation has duly caused this Report to be signed on its behalf by
the undersigned duly authorized.

                                         American Financial Corporation



May 22, 2003                             BY: s/Fred J. Runk
                                             -----------------------------------
                                             Fred J. Runk
                                             Senior Vice President and Treasurer


                                       2
<PAGE>
                      AMERICAN FINANCIAL CORPORATION 10-Q/A

                  SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS


I, Carl H. Lindner, certify that:

1.   I have reviewed this amendment to the quarterly report on Form 10-Q of
     American Financial Corporation;

2.   Based on my knowledge, this amendment to the quarterly report does not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to the
     period covered by this amendment to the quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this amendment to the quarterly report, fairly
     present in all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for, the periods
     presented in this amendment to the quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this amendment to the
         quarterly report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         amendment to the quarterly report (the "Evaluation Date"); and

     c)  presented in this amendment to the quarterly report our conclusions
         about the effectiveness of the disclosure controls and procedures
         based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and
<PAGE>
6.   The registrant's other certifying officer and I have indicated in this
     amendment to the quarterly report whether or not there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.



May 22, 2003                            BY: s/Carl H. Lindner
                                            -----------------------------------
                                            Carl H. Lindner
                                            Chairman of the Board and
                                              Chief Executive Officer
                                              (principal executive officer)
















                                       3
<PAGE>
                      AMERICAN FINANCIAL CORPORATION 10-Q/A

            SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS - CONTINUED


I, Fred J. Runk, certify that:

1.   I have reviewed this amendment to the quarterly report on Form 10-Q of
     American Financial Corporation;

2.   Based on my knowledge, this amendment to the quarterly report does not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to the
     period covered by this amendment to the quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this amendment to the quarterly report, fairly
     present in all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for, the periods
     presented in this amendment to the quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this amendment to the
         quarterly report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         amendment to the quarterly report (the "Evaluation Date"); and

     c)  presented in this amendment to the quarterly report our conclusions
         about the effectiveness of the disclosure controls and procedures
         based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and
<PAGE>
6.   The registrant's other certifying officer and I have indicated in this
     amendment to the quarterly report whether or not there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.



May 22, 2003                            BY: s/Fred J. Runk
                                            -----------------------------------
                                            Fred J. Runk
                                            Senior Vice President and Treasurer
                                            (principal financial officer)
















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