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:  December 14, 2000                 Commission File No. 1-13653
(Date of earliest event reported)




                         AMERICAN FINANCIAL GROUP, INC.




Incorporated under                                                IRS Employer
the laws of Ohio                                 Identification No. 31-1544320



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



Former name or former address, if changed since last report - not applicable.








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                         AMERICAN FINANCIAL GROUP, INC.

                                    FORM 8-K

Item 5.     Other Events.

         On  December  14,  2000,   American  Financial  Group,  Inc.,  an  Ohio
corporation,  entered into a Terms  Agreement  relating to the sale of 7,250,000
shares of common  stock  (plus up to an  additional  1,087,500  shares of common
stock to cover  over-allotments) under a registration statement on Form S-3 (No.
333-81903).  The Terms  Agreement  is  included  herewith  as  Exhibit  99.1 and
incorporates by reference the provisions of the related Underwriting  Agreement,
which is  included  herewith  as  Exhibit  99.2.  The  Terms  Agreement  and the
Underwriting Agreement are each incorporated in this Item 5 by reference.

Item 7.     Financial Statements, Pro Forma Financial Information
            and Exhibits.

         (a)    Not Applicable
         (b)    Not Applicable
         (c)    Exhibit (99) Additional Exhibits.
                99.1      Terms Agreement
                99.2      Underwriting Agreement


                                   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 thereunto duly authorized.

                                               AMERICAN FINANCIAL GROUP, INC.



December 15, 2000                              By: KARL J. GRAFE
                                                  --------------------------
                                                   Karl J. Grafe
                                                   Assistant General Counsel
                                                     & Assistant Secretary






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