UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 3, 2006

AMERICAN FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)


Ohio

1-13653

31-1544320

_________________________________________________________________________________________________

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


One East Fourth Street, Cincinnati, OH

45202

____________________________________________________________

______________________________

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code 513-579-2121

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))
   

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

Section 8 - Other Events

Item 8.01  Other Events.

On April 3, 2006, American Financial Group, Inc. issued a press release announcing that holders of its Senior Convertible Notes are entitled to convert these notes. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

    1. Financial statements of business acquired.  Not applicable.

    2. Pro forma financial information.  Not applicable.

    3. Exhibits

Exhibit No.

Description                                                                   
   

  99.1

Press release, dated April 3, 2006, regarding American Financial Group, Inc. Senior Convertible Notes.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

AMERICAN FINANCIAL GROUP, INC.
   
   

Date: April 4, 2006

  
 

By: Karl J. Grafe                                
 

Karl J. Grafe
 

Vice President