SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)
American Financial Group, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
025932 10 4
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(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Page 1 of 5 Pages
CUSIP NO. 025932 10 4 13G/A Page 2 of 5
Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Administrative Plan Committee of The American
Financial Group, Inc. Retirement and Savings Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
5 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
7,509,252 shares (See Item 2)
6 SHARED VOTING POWER
- - -
7 SOLE DISPOSITIVE POWER
7,509,252 Shares (See Item 2)
8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON,
7,509,252 Shares (See Item 2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.6%
12 TYPE OF REPORTING PERSON*
EP
CUSIP NO. 025932 10 4 13G/A Page 3 of 5
Pages
Item 1(a). Name of Issuer.
American Financial Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Office.
One East Fourth Street, Cincinnati, Ohio 45202
Item 2(a). Name of Person Filing.
The Administrative Plan Committee of The American Financial
Group, Inc. Retirement and Savings Plan
Item 2(b). Address of Principal Business Office or, if None,
Residence.
One East Fourth Street, Cincinnati, Ohio 45202
Item 2(c). Citizenship.
Not Applicable
Item 2(d). Title of Class of Securities.
Common Stock, no par value
Item 2(e). Cusip Number.
025932 10 4
Item 3. This statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) and the person filing is an Employee Benefit Plan,
Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974 or Endowment
Fund.
CUSIP NO. 025932 10 4 13G/A Page 4 of 5
Pages
Item 4. Ownership.
(a) Amount Beneficially Owned: 7,509,252
(b) Percentage of Class: 12.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 7,509,252
(ii) Shared power to vote or direct the vote: none
(iii) Sole power to dispose or direct the
disposition of: 7,509,252
(iv) Shared power to dispose or direct the
disposition of: none
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
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: January 29, 1999
The Administrative Plan Committee of The
American Financial Group, Inc.
Retirement and Savings Plan
By: Sandra W. Heimann *
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Sandra W. Heimann, Member
By: Thomas E. Mischell*
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Thomas E. Mischell, Member
Karl J. Grafe
* By Karl J. Grafe, Attorney-in-Fact pursuant to authority
granted in the Powers of Attorney attached hereto as Exhibit 1.
CUSIP NO. 025932 10 4 13G/A Page 5 of 5
Pages
Exhibit 1
POWER OF ATTORNEY
I, Sandra W. Heimann, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as a member of the
The Administrative Plan Committee of The American Financial
Group, Inc. Retirement and Savings Plan (the "Plan Committee")
and to file with the Securities and Exchange Commission any
schedules or other filings or amendments thereto made by me or on
behalf of the Plan Committee 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 as of the 5th day of November, 1997.
/s/ Sandra W. Heimann
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Sandra W. Heimann
POWER OF ATTORNEY
I, Thomas E. Mischell, do hereby appoint James C. Kennedy
and Karl J. Grafe, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as a
member of the The Administrative Plan Committee of The American
Financial Group, Inc. Retirement and Savings Plan (the "Plan
Committee") and to file with the Securities and Exchange
Commission any schedules or other filings or amendments thereto
made by me or on behalf of the Plan Committee 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 as of the 5th day of November, 1997.
/s/ Thomas E. Mischell
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Thomas E. Mischell