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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                               Amendment No. 2 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, 2001                                      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         Pacific Exchange, Inc.


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

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         This Amendment No. 2 on Form 10-K/A amends Item 13 of the Registrant's
Annual Report on Form 10-K to add the following supplemental information:


Item 13.  Certain Relationships and Related Transactions

         William R. Martin is an independent director of the Registrant. One of
his adult sons was an employee of the Registrant's technology group during 2001
and received compensation of approximately $100,000 during that year. The son is
no longer employed by the Registrant.


                                   SIGNATURES

         Pursuant to the requirements of the Securities and 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 CORPORATION

                                       By:/s/Fred J. Runk
                                       -------------------------------------
                                             Fred J. Runk
                                             Senior Vice President and
                                             Treasurer (principal financial and
                                             accounting officer)

As of August 7, 2002
Cincinnati, Ohio










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