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):  September 23, 2014

AMERICAN FINANCIAL GROUP, INC.


(Exact name of registrant as specified in its charter)

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))

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Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant..

On September 23, 2014, American Financial Group, Inc. (the "Registrant") closed the underwritten public offering (the "Offering") of $150,000,000 in aggregate principal amount of 6 ¼% Subordinated Debentures due 2054 (the "Debentures").  The Debentures were issued under an Indenture dated as of September 23, 2014 between the Registrant and U.S. Bank National Association, as Trustee, as supplemented by the First Supplemental Indenture dated as of September 23, 2014.  The Debentures have been registered under the Securities Act of 1933 (the "Act") pursuant to a registration statement on Form S-3 (File No. 333-179867) (such registration statement, as amended, including all documents incorporated therein by reference, being herein after referred to as the "Registration Statement") previously filed with the Securities and Exchange Commission on March 2, 2012 under the Act.

For a description of the Debentures, see the materials set forth in the section captioned "Description of Debt Securities" in the Registration Statement and the materials set forth in the section captioned "Description of Debentures" in the Prospectus Supplement of the Registrant dated September 16, 2014 and filed with the Commission on September 17, 2014 pursuant to Rule 424(b) under the Act, which is incorporated herein by reference.

 The Indenture is incorporated by reference as Exhibit 4.1, the First Supplemental Indenture is incorporated by reference as Exhibit 4.2 and a specimen copy of the Debentures is incorporated by reference as Exhibit 4.3, respectively, in this Current Report on Form 8-K and each is incorporated herein by reference.  The foregoing description of the Debentures and the other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are incorporated herein by reference in this Current Report on Form 8-K.

Section 9 — Financial Statements and Exhibits

(d)  Exhibits.

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SIGNATURES