EXHIBIT 8

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                  Opinion of AKIN GUMP STRAUSS HAUER & FELD LLP
                     as to Certain U.S. Federal Tax Matters

June __, 2003

American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202

Re:      Senior Convertible Notes due 2032 of American Financial Group, Inc.
         Common stock, no par value per share, of American Financial Group, Inc.

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration statement on
Form S-3 (the "REGISTRATION STATEMENT"), filed by American Financial Group,
Inc., an Ohio corporation (the "COMPANY") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for the registration of
$511,015,000 aggregate principal amount at maturity of the Company's Senior
Convertible Notes due 2032 (the "NOTES") and the shares of the Company common
stock (the "SHARES") issuable upon conversion of the Notes. The Notes and the
Shares are being registered on behalf of the holders of the Notes.

We have acted as special United States federal income tax counsel for the
Company in connection with the preparation and filing of the Registration
Statement. In this capacity, we have examined and relied upon the information
set forth in the Registration Statement and such other documents, agreements and
instruments as we have deemed necessary as a basis for the opinion hereinafter
expressed, and have also made such inquiries of such officers and
representatives of the Company as we deemed necessary. In our examinations, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the originals of
all documents submitted to us as copies. In rendering this opinion, we have
assumed the legal capacity of all natural persons, the authenticity of all
documents presented to us as originals, the conformity with the originals of all
documents presented to us as copies and the genuineness of all signatures.

Based upon the foregoing and after consideration of applicable current law, we
are of the opinion that, subject to the limitations set forth therein, such
discussion, insofar as it relates to matters of United States federal income tax
law, is accurate in all material respects. Our opinion is based upon the
Internal Revenue Code of 1986, as amended, Treasury regulations promulgated






American Financial Group, Inc.
June [ ], 2003
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thereunder, court decisions, and rulings and pronouncements of the Internal
Revenue Service, now in effect, all of which are subject to change, possibly
with retroactive effect, or to different interpretations.

We express no opinion as to the accuracy of any statements of law relating to
the Notes except as set forth above, or as to any other matters relating to the
Registration Statement.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 8 to the Registration Statement, and to the references
therein to us. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

Very truly yours,