--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

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


For the Fiscal Year Ended                              Commission File
December 31, 2002                                           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

Securities Registered Pursuant to Section 12(b) of the Act:
                                                         Name of Each Exchange
  Title of Each Class                                    on which Registered
  -------------------                                    ---------------------
  Series J Voting Cumulative Preferred Stock             Archipelago Exchange

Securities Registered Pursuant to Section 12(g) of the Act:  None

Other securities for which reports are submitted pursuant to Section 15(d) of
the Act:  None

        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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and need not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

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

        The aggregate market value of the Registrant's Preferred Stock as of the
Registrant's most recently completed second fiscal quarter (June 30, 2002) was
approximately $57.7 million (based upon nonaffiliate holdings of 2,886,161
shares and a market price of $20.00 per share).

        As of April 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. At that date there were 2,886,161 shares of Series J Voting Preferred Stock
outstanding (all of which were owned by non-affiliates).



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

This Form 10-K/A provides information required by Items 10, 11, 12, & 13 of Form
10-K.

--------------------------------------------------------------------------------
<PAGE>
                                    PART III

                                     ITEM 10

               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
               --------------------------------------------------

       The directors and executive officers of American Financial Corporation
("AFC") at April 15, 2003, were as follows:
<TABLE>
<CAPTION>
                                                                                      Director or
                          Age (a)               Position                              Executive Since
                          -------  -------------------------------------------------  ---------------
<S>                       <C>   <C>                                                   <C>
Carl H. Lindner              83    Chairman of the Board and Chief Executive Officer      1959
S. Craig Lindner             48    Co-President and a Director                            1979
Keith E. Lindner (b)         43    Co-President and a Director                            1981
Carl H. Lindner III          49    Co-President and a Director                            1980
Michael R. Barrett (c)       52    Director                                               2003
James E. Evans               57    Senior Vice President and General Counsel
                                   and a Director                                         1976
Timothy J. Fogarty (c)       45    Director                                               2003
Joseph P. Tomain (c)         54    Director                                               2003
Keith A. Jensen              52    Senior Vice President                                  1999
Thomas E. Mischell           55    Senior Vice President - Taxes                          1985
Fred J. Runk                 60    Senior Vice President and Treasurer                    1978
</TABLE>
---------------------
(a)    As of March 31, 2003.
(b)    Keith E. Lindner has informed AFC that he will not stand for reelection
       to AFC's Board of Directors in 2003 at the upcoming AFG shareholders'
       meeting and that he does not wish to be re-elected as a Co-President.
(c)    On April 14, 2003, American Financial Group, Inc. submitted a merger
       proposal to AFC, whereby AFC would merge with AFG, and in which each
       outstanding share of AFC's Series J Preferred Stock would be converted
       into the right to receive $22.00 of value in shares of AFG common stock.
       In order to respond to the proposal, the AFC Board elected three new
       directors (who are independent of AFG) to act as a special committee of
       the Board to consider the proposal. Joining the AFC Board to comprise the
       special committee were Joseph P. Tomain, Michael R. Barrett and Timothy
       J. Fogarty. Upon their election, Theodore H. Emmerich, William R. Martin
       and William W. Verity resigned from the Board.

CARL H. LINDNER Mr. Lindner is the Chairman of the Board and Chief Executive
Officer of American Financial Group, Inc. ("AFG") and AFC. He is Chairman of the
Board of Directors of Great American Financial Resources, Inc., an 83%-owned
subsidiary of AFC that markets tax-deferred annuities principally to employees
of educational institutions and offers life and health insurance products.

KEITH E. LINDNER For more than five years, Mr. Lindner has served as
Co-President and a director of AFC and AFG. From March 1997 until March 2002,
Mr. Lindner was Vice Chairman of the Board of Directors of Chiquita Brands
International, Inc., a worldwide marketer and producer of bananas and other food
products. Mr. Lindner has informed AFC that he will not stand for reelection to
the Board of Directors of AFC and AFG in 2003 and he does not wish to be
re-elected as a Co-President.

CARL H. LINDNER III For more than five years, Mr. Lindner has served as
Co-President and a director of AFC and AFG. For over ten years, Mr. Lindner has
been principally responsible for AFC's property and casualty insurance
operations.

S. CRAIG LINDNER For more than five years, Mr. Lindner has served as
Co-President and a director of AFC and AFG. He is also President and a director
of Great American Financial Resources, Inc. Mr. Lindner is also President of
American Money Management Corporation, a subsidiary that provides investment
services for AFC and its affiliated companies.



                                       1
<PAGE>
MICHAEL R. BARRETT Mr. Barrett has been a practicing attorney for over 25 years.
He is currently in private practice, concentrating in general litigation. He
serves on the board of trustees of a number of civic and charitable
organizations.

JAMES E. EVANS For more than five years, Mr. Evans has served as Senior Vice
President and General Counsel of AFC and AFG. Mr. Evans is also a director of
AFG.

TIMOTHY J. FOGARTY Mr. Fogarty has served as co-chief executive officer of West
Chester Holdings, Inc., a private company which distributes protective clothing.
For over five years prior, he was an Executive Vice President and member of the
management committee of Firstar Corporation (now known as US Bancorp), a
regional bank holding company.

JOSEPH P. TOMAIN Mr. Tomain has served as the Dean of the University of
Cincinnati College of Law for nearly fifteen years. He serves on the board of
trustees of a number of civic and charitable organizations.

KEITH A. JENSEN Mr. Jensen was named a Senior Vice President of AFC and AFG in
February 1999. He served as a Senior Vice President of Great American Financial
Resources from February 1997 until he was named Executive Vice President of that
company in May 1999.

THOMAS E. MISCHELL Mr. Mischell has served as Senior Vice President - Taxes of
AFC and AFG for over five years.

FRED J. RUNK Mr. Runk has served as Senior Vice President and Treasurer of AFC
and AFG for more than five years.

         Carl H. Lindner is the father of Carl H. Lindner III, S. Craig Lindner
and Keith E. Lindner.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires AFC's executive officers,
directors and persons who own more than ten percent of AFC's Series J Preferred
Stock to file reports of ownership with the Securities and Exchange Commission
and to furnish AFC with copies of these reports. AFC believes that all filing
requirements were met during 2002.




                                       2
<PAGE>
                                     ITEM 11

                             EXECUTIVE COMPENSATION
                             ----------------------


       The following table summarizes the aggregate compensation for 2002, 2001
and 2000 of AFC's Chairman of the Board and Chief Executive Officer and its four
other most highly compensated executive officers during 2002 (the "Named
Executive Officers"). Such compensation includes amounts paid by AFC and its
subsidiaries and certain affiliates during the years indicated.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                              Long-Term
                                                         Annual Compensation                 Compensation
                                                ---------------------------------------    -----------------
                                                                                              Securities
                Name                                                       Other Annual        Underlying         All Other
                And                                                        Compensation      Options Granted    Compensation
        Principal Position             Year     Salary (a)    Bonus (b)        (c)         (# of Shares) (d)         (e)
   -----------------------------       ----     ----------    ---------    ------------    -----------------    ------------
<S>                                 <C>       <C>          <C>            <C>            <C>
   Carl H. Lindner                     2002      $990,000     $950,000        $ 39,000            ---              $41,000
     Chairman of the Board and         2001       950,000      415,600          47,000            ---               48,000
        Chief Executive Officer        2000       950,500            0          54,000            ---               44,000
   -----------------------------
                                       2002       990,000      950,000          41,000         55,000               30,000
   Keith E. Lindner                    2001       950,000      415,600          26,000            ---               29,400
     Co-President                      2000       950,500            0          35,000        110,000               34,000
   -----------------------------
                                       2002       990,000      950,000          88,000         55,000               31,000
   Carl H. Lindner III                 2001       950,000      415,600          74,000            ---               30,400
     Co-President                      2000       950,500            0          79,000        110,000               29,000
   -----------------------------
                                       2002       990,000      950,000         112,000         55,000               31,000
   S. Craig Lindner                    2001       950,000      415,600         106,000            ---               30,400
     Co-President                      2000       950,500            0          98,000        110,000               28,000
   -----------------------------
   James E. Evans                      2002       990,000      750,000             200         50,000               34,000
     Senior Vice President and         2001       950,000      400,000           4,000            ---               33,400
       General Counsel                 2000       950,500      290,000             500        100,000               30,000
   -----------------------------
</TABLE>
(a) This column includes salaries paid by Chiquita to Keith E. Lindner of $8,500
    in 2002, $55,000 in 2001, and $47,500 in 2000, and to Carl H. Lindner of
    $12,000 in 2002, $70,000 in 2001, and $62,500 in 2000.

(b) Bonuses are for the year shown, regardless of when paid.


                                       3
<PAGE>
(c)      This column includes amounts for personal homeowners and automobile
         insurance coverage, and the use of corporate aircraft and automobile
         service as follows.

                                                                  Aircraft &
              Name                      Year      Insurance       Automobile
              --------------------      ----      ---------       ----------
              Carl H. Lindner           2002       $19,000         $20,000
                                        2001        24,000          23,000
                                        2000        25,000          29,000

              Keith E. Lindner          2002        26,000          15,000
                                        2001        21,000           5,000
                                        2000        21,000          14,000

              Carl H. Lindner III       2002        40,000          48,000
                                        2001        37,000          47,000
                                        2000        32,000          47,000

              S. Craig Lindner          2002        52,000          60,000
                                        2001        43,000          63,000
                                        2000        44,000          54,000

              James E. Evans            2002            --             200
                                        2001            --           4,000
                                        2000            --             500

(d)      The number of options shown as granted during 2000 includes the 2001
         grant, which was made in late December 2000.

(e)      Includes AFC or subsidiary contributions or allocations under the (i)
         defined contribution retirement plans and (ii) employee savings plan in
         which the following Named Executive Officers participate (and related
         accruals for their benefit under a benefit equalization plan which
         generally makes up certain reductions caused by Internal Revenue Code
         limitations in contributions to certain retirement plans) and AFC paid
         group life insurance as set forth below.

<TABLE>
<CAPTION>
                                                    AFG
                                                 Auxiliary      Retirement
         Name                          Year         RASP           Plan       Savings Plan    Term Life
         --------------------          ----      ---------      ----------    ------------    ---------
<S>                                <C>         <C>           <C>            <C>            <C>
         Carl H. Lindner               2002       $15,000        $10,000            --         $16,000
                                       2001        16,500          8,500            --          23,000
                                       2000        16,500          8,500            --          19,000

         Keith E. Lindner              2002        15,000         10,000        $4,000           1,000
                                       2001        16,500          8,500         3,400           1,000
                                       2000        16,500          8,500         8,000           1,000

         Carl H. Lindner III           2002        15,000         10,000         4,000           2,000
                                       2001        16,500          8,500         3,400           2,000
                                       2000        16,500          8,500         2,000           2,000

         S. Craig Lindner              2002        15,000         10,000         4,000           2,000
                                       2001        16,500          8,500         3,400           2,000
                                       2000        16,500          8,500         2,000           1,000

         James E. Evans                2002        15,000         10,000         4,000           5,000
                                       2001        16,500          8,500         3,400           5,000
                                       2000        16,500          8,500         2,000           3,000
</TABLE>


                                       4
<PAGE>
STOCK OPTIONS

       No AFC stock options were granted to, or exercised by, the Named
Executive Officers during 2002. Certain executive officers of AFC also serve as
executive officers of AFG and certain AFC subsidiaries and may be granted
employee stock options by such companies. The tables set forth below disclose
stock options granted to, or exercised by, the Named Executive Officers during
2002, and the number and value of unexercised options held by them at December
31, 2002.

                              OPTION GRANTS IN 2002
<TABLE>
<CAPTION>
                                                   Individual Grants
                           ----------------------------------------------------------------
                                                                                                       Potential Realizable
                                Number of         Percent of      Exercise                         Value at Assumed Annual Rates
                               Securities           Total         Price per                              of Stock Price
                           Underlying Options      Options          Share                            Appreciation for Option
                                                  Granted to    (fair market                                  Term(b)
                               Granted (a)        Employees     value at date    Expiration        ----------------------------
       Name                   (# of shares)        in 1999        of grant)         Date               5%               10%
-------------------        ------------------     ----------    -------------    ----------        ---------         ----------
<S>                     <C>        <C>            <C>           <C>           <C>                <C>              <C>

Carl H. Lindner              -           -             -               -             -                    -                -

Keith E. Lindner            AFG        55,000         5.2%          $25.78         2/25/12          $891,710         $2,259,767

S. Craig Lindner            AFG        55,000         5.2%          $25.78         2/25/12          $891,710         $2,259,767

Carl H. Lindner III         AFG        55,000         5.2%          $25.78         2/25/12          $891,710         $2,259,767

James E. Evans              AFG        50,000         4.7%          $25.78         2/25/12          $810,645         $2,054,334
</TABLE>
(a)      The options were granted under AFG's Stock Option Plan and cover AFG
         common stock. They vest (become exercisable) to the extent of 20% per
         year, beginning one year from the respective dates of grant, and become
         fully exercisable in the event of death or disability or in the event
         of involuntary termination of employment without cause within one year
         after a change of control of AFG.

(b)      Represents the hypothetical future values that would be realizable if
         all the options were exercised immediately prior to their expiration in
         2012 and assuming that the market price of AFG's common stock had
         appreciated in value through the year 2012 at the annual rate of 5% (to
         $41.99 per share) or 10% (to $66.87 per share). Such hypothetical
         future values have not been discounted to their respective present
         values, which are lower.

<TABLE>
<CAPTION>
      AGGREGATED OPTION EXERCISES IN 2002 AND 2002 YEAR-END OPTION VALUES

                                                                     Number of Securities
                                        Shares                            Underlying                Value of Unexercised
                                     Acquired on                      Unexercised Options           In-the-Money Options
                                       Exercise                           at Year End                  at Year End (a)
                                        (# of         Value      ----------------------------    ---------------------------
           Name             Company    Shares)      Realized     Exercisable    Unexercisable    Exercisable   Unexercisable
---------------------       -------  -----------    --------     -----------    -------------    -----------   -------------
<S>                      <C>         <C>           <C>          <C>            <C>             <C>            <C>
Carl H. Lindner              AFG          -            $  -           -               -                -             -

Carl H. Lindner III          AFG          -            $  -        547,272          149,000        $144,100        $216,150

S. Craig Lindner             AFG          -            $  -        547,272          149,000        $149,017        $216,150

Keith E. Lindner             AFG          -            $  -        547,272          149,000        $144,100        $216,150

James E. Evans               AFG          -            $  -        276,000          135,000        $131,000        $196,500
</TABLE>
(a)      The value of unexercised in-the-money options is calculated based on
         the New York Stock Exchange closing market price of AFG's common stock
         at year-end 2002. This price was $23.07 per share.

                                       5
<PAGE>
COMPENSATION COMMITTEE REPORT

         The Compensation Committee of the Board of Directors consists of three
directors, none of whom is an employee of AFC, AFG or any of its subsidiaries.
This Committee also acts as the Compensation Committee for AFG. The Committee's
functions include reviewing and making recommendations to the Board of Directors
with respect to the compensation of the Company's senior executive officers, as
defined from time to time by the Board. The term "senior executive officers"
currently includes the Chairman of the Board and Chief Executive Officer (the
"CEO") and the Co-Presidents. The Compensation Committee has the exclusive
authority to grant stock options under AFG's Stock Option Plan to employees of
AFG and its subsidiaries, including senior executive officers.

         COMPENSATION OF EXECUTIVE OFFICERS The Company's compensation policy
for all executive officers of the Company has three principal components: annual
base salary, annual incentive bonuses and stock option grants. Before decisions
were made regarding 2002 compensation for the senior executives, the Committee
had discussions with Company executives to solicit their thoughts regarding
compensation. Based in part on such discussions as well as the Committee's
review of the Company's financial results for the preceding year, the Committee
deliberated, formed its recommendations, and presented its determinations
regarding salary and bonus to the full Board for its review and approval. The
compensation decisions discussed in this report conformed with recommendations
made by the Committee, the CEO and the Co-Presidents.

         ANNUAL BASE SALARIES The Committee approved annual base salaries and
salary increases for the senior executive officers that were appropriate, in the
Committee's subjective judgment, for their respective positions and levels of
responsibilities. The Committee approved the 2002 salaries of the CEO and the
Co-Presidents, noting that such salaries represented an approximately 4%
increase over the salary that had been in effect in 2001, 2000, 1999, 1998 and
the latter part of 1997.

         ANNUAL BONUSES As was the case for the past five years, the Committee,
working with management, developed an annual bonus plan for 2002 for the CEO and
the Co-Presidents that would make a substantial portion of their total
compensation dependent on the Company's performance, including achievement of
pre-established earnings per share targets. Other executive officers of the
Company were included in the annual bonus plan for 2002 by action of the
Executive Committee.

         The annual bonus plan for 2002 made 50% of each participant's annual
bonus dependent on AFG attaining certain earnings per share targets. The other
50% is based on the Company's overall performance, as subjectively determined by
the Committee.

         Under the 2002 annual bonus plan, the bonus target amount for the CEO
and each of the Co-Presidents was $990,000 with 0% to 175% of $495,000 (50% of
$990,000) to be paid depending on AFG achieving certain 2002 earnings per share
allocable to insurance operations (the "EPS Component") and 0% to 175% of
$495,000 to be paid based on the Company's overall performance, as subjectively
determined by the Committee (the "Company Performance Component").

         The earnings per share target which would result in the payment of 100%
of the EPS Component bonus was set by the Committee at $2.35. In recommending
the 2002 annual bonus plan to the Board for adoption, the Committee noted that
no bonus should be paid under the plan if 2002 earnings per share from insurance
operations are less than $1.76 (75% of the 2002 EPS target). The Committee noted
that the annual bonus plan provides that unusual or non-recurring items are not
to be included in determining earnings allocable to insurance operations. Not
including an increase in reserves in connection with asbestos related litigation
and tax resolution benefits, AFG reported earnings per share from insurance
operations of $2.42. The annual bonus plan provided that in the event earnings
per share from insurance operations exceed $2.35, more than 100% of the EPS
Component bonus could be paid, such excess to be subjectively determined. The
Committee considered the factors discussed below to determine if any amount over
100% should be paid under the EPS Component and any amount that may have been
earned under the Company Performance Component. The Committee concurred with the
senior executives that the amount of bonus to be paid


                                       6
<PAGE>
under the EPS Component to the CEO and each of the Co-Presidents would be
$495,000, and no amount over 100% of the target of the EPS Component would be
paid.

         The Committee considered a number of factors in discussions of the
Company's performance with senior executives. The Committee viewed the following
factors positively: (i) the fact that earnings per share from insurance
operations exceeded published analyst expectations; (ii) the two segments of the
Company's property and casualty insurance operations achieved underwriting
profits and were able to increase rates more than planned; (iii) the Company
raised capital through the sale of common stock of Infinity Property and
Casualty Corporation (the positive view of this consideration was somewhat
offset by the stock offering resulting in a loss to the Company); (iv) the
return on equity of earnings from insurance operations; (v) resolution of
certain tax matters; and (vi) investment portfolio performance including the
sale of an investee. The Committee viewed negatively these factors: (i) the
decline in AFG's stock price from December 31, 2001 to December 31, 2002,
although it noted that the percentage decline in the stock price was less than
that of the Standard & Poors 500 Index, the Dow Jones Industrial Average, the
Standard & Poors 500 Property and Casualty Stock Index, the Standard & Poors
Mid-Cap Insurance Index and the Standard and Poors 500 Life & Health Insurance
Index; (ii) the fact that AFG's and certain subsidiaries' credit and financial
strength ratings were given a negative outlook or, in one instance, due to a
rating agency policy as opposed to AFG performance, a downgrade; and (iii) the
only asbestos-related claim known to be material to the Company was settled for
an amount in excess of existing reserves (the negative view was somewhat offset
by the fact that the settlement enhances financial certainty). The Committee
agreed with management's recommendation that a bonus of $455,000 (approximately
90% of the Company Performance Component) under the Company Performance
Component would be appropriate.

         The annual base salary and bonus target amounts of the CEO and the
Co-Presidents are virtually identical because the Committee views them as a
management team whose skills and areas of expertise complement each other.

         STOCK OPTION GRANTS Stock options represent an important part of the
Company's performance-based compensation system. The Committee believes that AFG
shareholders' interests are well served by aligning the Company's senior
executives' interests with those of its shareholders through the grant of stock
options in addition to paying a portion of any annual bonus in common stock.
Options under AFG's Stock Option Plan are granted at exercise prices equal to
the fair market value of common stock on the date of grant and vest at the rate
of 20% per year. The Committee believes that these features provide an optionee
with substantial incentive to maximize the Company's long-term success. Options
for 55,000 shares were granted to each of the Co-Presidents and additional
options were granted to the other senior executives of the Company in February
2002. No options were granted to such persons in 2001. No options were granted
to the CEO in 2001 or 2002.


Members of the Compensation Committee:        William R. Martin, Chairman
                                              Theodore H. Emmerich
                                              William W. Verity


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         One of the adult sons of William R. Martin was an employee of the
Registrant's technology group through August 2002. He received compensation of
approximately $65,000 from AFC during 2002.

PERFORMANCE GRAPH

         No performance graph is included as AFC's Common Stock is not publicly
traded.



                                       7
<PAGE>
DIRECTORS' COMPENSATION

         AFC's Board of Directors receives no annual compensation from AFC.
However, they are paid as directors of AFG, as follows:

         Pursuant to AFG's Non-Employee Directors' Compensation Plan (the
"Directors' Plan"), all directors who are not officers or employees of AFG are
paid the following fees: an annual retainer of $40,000; an additional annual
retainer of $12,000 for each Board Committee on which the non-employee director
serves; and an attendance fee of $1,000 for each Board or Committee meeting
attended. Non-employee directors who become directors during the year receive a
pro rata portion of these annual retainers. The retainers and fees to be paid
under the Directors' Plan are reviewed by the Board of Directors from time to
time and are subject to change at its discretion.

         In order to align further the interests of AFG's non-employee directors
with the interests of shareholders, the Directors' Plan provides that a minimum
of 50% of such directors' annual retainers are paid through the issuance of
shares of AFG Common Stock.

         The Board of Directors has a program under which a retiring AFG
director (other than an officer or employee of AFG or any of its subsidiaries)
will, if the director has met certain eligibility requirements, receive upon
retirement (in a lump sum or, if elected, in deferred payments) an amount equal
to five times the then current annual director's fee. For purposes of this
program, retirement means resignation as an AFG director or not being nominated
for reelection by shareholders as an AFG director. To be eligible for the
retirement benefit, a person must have served as an AFG director for at least
four years while not an officer or employee of AFG or any of its subsidiaries.
In addition, an AFG director will not become eligible for the retirement benefit
until reaching age 55. A director who receives a retirement benefit must provide
consulting services to AFG on request for five years following retirement
without further compensation (except reimbursement for expenses). Under the
program, a death benefit equal to the retirement benefit will be paid (in lieu
of any retirement benefit under the program) to the designated beneficiary or
legal representative of any person who dies while serving as an AFG director,
whether or not eligible for a retirement benefit at time of death. This death
benefit will not be available to a director who at any time during the two years
immediately preceding death was an officer or employee of AFG or any of its
subsidiaries.

         In addition to providing for the grant of stock options to key
employees, the Stock Option Plan provides for automatic annual grants of options
to each non-employee director of AFG. During 2002, each non-employee director
was granted an option under the foregoing provisions of the Stock Option Plan to
purchase 2,500 shares at an exercise price of $26.86 per share on June 1, 2002,
the exercise price being the fair market value of AFG's Common Stock on the
date of grant.



                                       8
<PAGE>
                                     ITEM 12

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

PRINCIPAL SHAREHOLDERS

         The following shareholders are the only persons known to own
beneficially 5% or more of AFC's outstanding voting securities as of March 31,
2003.

Name and Address
      of                             Amount and Nature of      Percent of
Beneficial Owner                     Voting Securities Held    Voting Securities
----------------------------------   ----------------------    -----------------
American Financial Group, Inc. (a)
 One East Fourth Street
  Cincinnati, Ohio 45202                  10,593,000 (b)           79.0% (b)

(a)      Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner, Keith E.
         Lindner and trusts for their benefit (collectively the "Lindner
         Family") are the beneficial owners of approximately 44% of the voting
         stock of AFG. AFG and the Lindner Family may be deemed to be
         controlling persons of AFC.

(b)      100% of the shares of Common Stock.  Voting securities also include
         shares of Series J Preferred Stock.


SECURITIES OWNERSHIP

The voting equity securities of AFC consist of its Common Stock and voting
preferred stock. All of AFC's Common Stock is owned by AFG. At March 31, 2003,
the beneficial ownership of AFC voting preferred stock and the equity securities
of AFC's parent and subsidiaries by each director, nominee for director, the
executive officers named in the Summary Compensation Table and by all directors
and executive officers as a group was as set forth below. Mr. Martin and all
directors and executive officers as a group beneficially own 40,126 (1.4%) and
63,494 (2.1%) shares, respectively, of the voting preferred stock of AFC.
Messrs. Emmerich, Evans, C.H. Lindner, S.C. Lindner, Martin and all directors
and executive officers as a group beneficially own 1,561; 11,138; 6,100;
120,873; 29,275; and 302,851 shares, respectively, of the common stock of Great
American Financial Resources. Beneficial ownership of shares of common stock of
AFG was as follows: Carl H. Lindner - 8,646,204 (12.7%); Carl H. Lindner III -
6,483,956 (9.4%); S. Craig Lindner - 6,483,956 (9.4%); Keith E. Lindner -
6,483,956 (9.4%); Mr. Emmerich - 29,944; Mr. Evans - 431,675; Mr. Martin -
57,096; Mr. Verity - 5,745; and all directors and executive officers as a group
- 29,477,320 (43.2%).

EQUITY COMPENSATION PLAN INFORMATION

Not Applicable - Registrant's Common Stock is owned by American Financial Group,
Inc.



                                       9
<PAGE>
                                     ITEM 13

                  CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
                  ---------------------------------------------

         Various business has been transacted between AFC and certain
affiliates, including rentals, investment management services, insurance and
sales of assets. The financial terms (costs, interest rates, collateral, risks
of collectibility and other) of these transactions are comparable to those
prevailing at the time of consummation which would apply to unrelated parties,
unless noted otherwise.

         On April 14, 2003, AFG submitted a merger proposal to AFC, whereby AFC
would merge with AFG.  See footnote(c) to the table in Item 10 for a discussion
of the proposal.

         AFC has a reciprocal Master Credit Agreement with AFG, AFC Holding
Company ("AFCH") and certain subsidiary holding companies under which these
companies make funds available to each other for general corporate purposes.
Amounts borrowed under the agreement bear interest based on LIBOR. In January
2003, AFC agreed to guarantee the obligations of AFG with respect to $382
million principal amount of AFG publicly-held senior debentures, in
consideration of a payment of approximately $350,000 and an increase of .125% in
the interest rate which AFG pays AFC under the credit agreement. The highest
amount payable to AFCH during 2002 was $334.8 million and the amount due AFCH at
March 1, 2003, was $332.6 million. The highest amount receivable from AFG during
2002 was $181.4 million and the amount receivable at March 1, 2003, was $190.2
million.

         An AFC subsidiary owns a 29% interest in an aircraft, the remaining
interests in which are owned by Carl H. Lindner and his two brothers. Each owner
is committed to use and pay for a minimum number of flight hours.  Capital costs
and fixed operating costs are allocated generally in proportion to ownership;
variable operating costs are allocated generally in proportion to usage.
Mr. Lindner has assigned his hours to the AFC subsidiary along with the
obligation to pay for operating costs allocated; Mr. Lindner continues to pay
allocated capital costs.  Total charges paid by AFC during 2002 were $959,000.

         In 1997, Carl H. Lindner and Great American Financial Resources, Inc.
(an 83%-owned subsidiary of AFC) purchased 51% and 49%, respectively, of the
outstanding common stock of a newly incorporated entity formed to acquire the
assets of a company engaged in the production of ethanol. In 2000, the ethanol
company repurchased the 49% interest from GAFRI for amounts which included an
$18.9 million subordinated debenture bearing interest at 12 1/4% with scheduled
repayments through 2005. The highest balance owed on the subordinated debenture
during 2002 was $12.9 million and interest received during the year was
$1.6 million; the balance outstanding on March 1, 2003, was $10.9 million.
Another AFC subsidiary has a working capital credit facility in place under
which the ethanol company may borrow up to $10 million at a rate of prime plus
3%. There were no borrowings outstanding under this facility in 2002. In 1998,
GAFRI made a loan to the ethanol company in the amount of $4 million, bearing
interest at the rate of 14% and maturing in September 2008. Interest received
on this loan during 2002 was $568,000.

         An AFC subsidiary had a loan outstanding during part of 2002 to a
Florida-based homebuilder which was 49% owned by AFG and 51% owned by brothers
of Carl H. Lindner. The highest outstanding balance owed to the AFC subsidiary
during 2002 was $8.0 million and interest paid during the year was $693,000. The
loan was repaid and terminated in 2002 when AFG sold its investment to an
unrelated party.

         Members of the Lindner Family are the principal owners of Provident
Financial Group, Inc. ("Provident"). Provident leases its main banking and
corporate offices, which are located in the same building as AFC's headquarters,
from AFC. Provident paid AFC rent of $3,778,000 for this office space in 2002.
In 2002, AFC paid Provident $150,000 in connection with an expense sharing
arrangement for a cafeteria operated by Provident for the employees of both
companies. AFC provides security guard and surveillance services at the main
office of Provident for which Provident paid $100,000 in 2002. Provident paid
AFC subsidiaries $612,000 for insurance coverage and $114,000 for record
retention services in 2002.
                                       10
<PAGE>
         During 2002, AFC paid the Cincinnati Reds $162,000 for tickets to
baseball games. Carl H. Lindner is the Chief Executive Officer of the Reds. In
addition, a subsidiary of AFC, and a company owned by Carl H. Lindner, Carl H.
Lindner III, Keith E. Lindner and S. Craig Lindner, are part owners of the Reds.

         In July 2000, AFC's principal insurance company subsidiary, Great
American Insurance Company, entered into a thirty-two-year agreement with the
Reds, pursuant to which the Reds' home stadium was named "Great American Ball
Park". Although no payments were required to be made in 2002, payments to the
Reds average approximately $2.3 million annually over the term of the agreement.
For these payments, Great American also receives approximately $1.3 million
annually of premium seating, marketing credits, and related sponsorship rights.

         A brother-in-law of S. Craig Lindner is employed by GAFRI in a sales
and marketing position. During 2002, he was paid approximately $95,000 by GAFRI.


                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of Section 13 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

Signed:   April 30, 2003
                                              BY:s/FRED J. RUNK
                                              -------------------------------
                                                   Fred J. Runk
                                                   Senior Vice President and
                                                     Treasurer








                                       11
<PAGE>
                         AMERICAN FINANCIAL CORPORATION

                  SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS
                  --------------------------------------------

I, Carl H. Lindner, certify that:

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

2.   Based on my knowledge, this amendment to the annual 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 annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this amendment to the annual 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 annual 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
         annual 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 annual report (the "Evaluation Date"); and

     c)  presented in this amendment to the annual 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

6.   The registrant's other certifying officer and I have indicated in this
     amendment to the annual report whether 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.



April 30, 2003                            BY: /s/Carl H. Lindner
                                              ----------------------------------
                                                 Carl H. Lindner
                                                 Chairman of the Board and
                                                   Chief Executive Officer
                                                   (principal executive officer)


                                       12
<PAGE>
                         AMERICAN FINANCIAL CORPORATION

            SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS - CONTINUED
            --------------------------------------------------------

I, Fred J. Runk, certify that:

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

2.   Based on my knowledge, this amendment to the annual 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 annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this amendment to the annual 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 annual 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
         annual 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 annual report (the "Evaluation Date"); and

     c)  presented in this amendment to the annual 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

6.   The registrant's other certifying officer and I have indicated in this
     amendment to the annual report whether 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.



April 30, 2003                       BY: /s/Fred J. Runk
                                         --------------------------------------
                                            Fred J. Runk
                                            Senior Vice President and Treasurer
                                            (principal financial officer)

                                       13
<PAGE>


                         AMERICAN FINANCIAL CORPORATION

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing with the Securities and Exchange Commission of the
amendment to the Annual Report of American Financial Corporation (the "Company")
on Form 10-K for the period ended December 31, 2002 (the "Report"), the
undersigned officers of the Company, certify, pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

       (1)  The Report fully complies with the requirements of section 13(a)
            or 15(d) of the Securities Act of 1934; and

       (2)  The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.




April 30, 2003                     BY: s/Carl H. Lindner
--------------------------             -------------------------------------
Date                                     Carl H. Lindner
                                         Chairman of the Board and
                                           Chief Executive Officer




April 30, 2003                     BY: s/Fred J. Runk
--------------------------             -------------------------------------
Date                                     Fred J. Runk
                                         Senior Vice President and Treasurer




                                       14