<PAGE>
 

   As filed with the Securities and Exchange Commission on February 27, 1997

                                                     Registration No. __________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                        -------------------------------

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                       THE GUARANTEE LIFE COMPANIES INC.
          -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                       47-0785066
-------------------------------                     -----------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)


            Guarantee Centre
        8801 Indian Hills Drive
            Omaha, Nebraska                                  68114
----------------------------------------               ----------------
(Address of principal executive offices)                  (Zip code)



                        GUARANTEE LIFE INSURANCE COMPANY
                          INCENTIVE COMPENSATION PLAN
                          ---------------------------
                            (Full title of the plan)

       Richard A. Spellman, Esq.
        Senior Vice President,
     General Counsel and Secretary
           Guarantee Centre
        8801 Indian Hills Drive
         Omaha, Nebraska 68114                          (402) 361-7300
---------------------------------------        ---------------------------------
(Name and address of agent for service)        (Telephone number, including area
                                                  code, of agent for service)
 

                                  Copies to:
                            ----------------------
                            Joe E. Armstrong, Esq.
                                  Kutak Rock
                              1650 Farnam Street
                             Omaha, Nebraska 68102
                                (402) 346-6000

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                    Proposed         Proposed Maximum     Amount of
    Title of Securities       Amount to be      Maximum Offering         Aggregate       Registration
     to be Registered        Registered/(1)/  Price Per Share/(2)/  Offering Price/(2)/    Fee/(3)/
-----------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                   <C>                  <C>
      Common Stock,          32,000 shares          $21.0625             $674,000          $204.25
par value $0.01 per share
=====================================================================================================

</TABLE>
(1)  The common stock, par value $0.01 per share (the "Common Stock"), of The
     Guarantee Life Companies Inc., a Delaware corporation (the "Company"),
     being registered hereby represents the number of shares reserved for
     issuance to participants in the Guarantee Life Insurance Company Incentive
     Compensation Plan (the "Plan").  The Common Stock will be issued as a
     result of the payment of a portion of a participant's incentive
     compensation in the form of Common Stock, the election by a participant to
     receive up to 50% of his or her incentive compensation in Common Stock in
     lieu of cash and the grant by the Company of matching shares of Common
     Stock of up to 25% of the number of shares of Common Stock a participant
     elects to receive under the Plan.  In addition, pursuant to Rule 416(c)
     under the Securities Act of 1933, as amended, this registration statement
     also covers an indeterminate number of additional shares which may be
     issued under the Plan as a result of stock splits, stock dividends or
     similar transactions in accordance with the provisions of the Plan and an
     indeterminate amount of interests to be offered or sold pursuant to the
     Plan described herein.

(2)  Estimated pursuant to Rule 457(h) and (c) solely for purposes of
     calculating the registration fee.  The price per share is estimated to be 
     $21.0625 based on the average of the high ($21.175) and low ($21.00)
     trading prices for the Common Stock in the NASDAQ National Market on
     February 24, 1997, as reported in the Wall Street Journal on February 25,
     1997.

(3)  The Company has applied a portion of the existing balance in its account in
     payment of this registration fee.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

     The following documents, previously filed with the Securities and Exchange
Commission by The Guarantee Life Companies Inc. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

          (a) the Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1995;

          (b) all other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
     by the Annual Report on Form 10-K referred to in (a) above; and

          (c) the description of the Registrant's common stock contained in the
     Registrant's Registration Statement on Form 8-A filed with the Securities
     and Exchange Commission on December 13, 1995.

     Each document filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered herein have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the respective date
of filing such documents.

ITEM 4.  Description of Securities.

     Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

     The legal validity of the shares of Common Stock to be originally issued by
the Registrant under the Registrant's Incentive Compensation Plan is being
passed upon by Richard A. Spellman, Senior Vice President, General Counsel and
Secretary of the Registrant.  Mr. Spellman beneficially owns certain securities
of the Registrant, including options exercisable for shares of Common Stock of
the Registrant.

ITEM 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law, as amended, provides
with regard to indemnification of directors and officers as follows:
<PAGE>
 
     "Section 145.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE.  (a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section.  Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if

                                       2
<PAGE>
 
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this section.  Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

                                       3
<PAGE>
 
     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.  The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."

     Article V of the Registrant's Amended and Restated Bylaws provides with
regard to indemnification of directors and officers as follows:

                                   "ARTICLE V

                                INDEMNIFICATION

     Section 5.1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation (including Guarantee Life Insurance Company) or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer or
employee or in any other capacity while serving as a director, officer or
employee, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that, except as provided in
Section 5.2 of this Article V with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.  The right to indemnification conferred in this Section 5.1 of
this Article V shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses"); and
provided, further, that, if the General Corporation Law of the State of Delaware
requires it, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is

                                       4
<PAGE>
 
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not entitled
to be indemnified for such expenses under this Article V or otherwise
(hereinafter an "undertaking").

     Section 5.2.  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under Section
5.1 of this Article V is not paid in full by the Corporation within 60 days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be 20 days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim.  If successful in
whole or part in any such suit or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit.  In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the General Corporation Law of
the State of Delaware.  Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by indemnitee, be a defense to such suit.
In any suit brought by the indemnitee to enforce a right hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified or to such advancement of expenses under this Article V or otherwise
shall be on the Corporation.

     Section 5.3.  NONEXCLUSIVITY OF RIGHTS.  The rights of indemnification and
to the advancement of expenses conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation,
bylaw, contract, agreement, vote of stockholders or disinterested directors or
otherwise.

     Section 5.4.  INSURANCE.  The Corporation may maintain insurance, at its
expense, to protect itself and any indemnitee against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.

     Section 5.5.  INDEMNIFICATION OF AGENTS OF THE CORPORATION.  The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification

                                       5
<PAGE>
 
and to the advancement of expenses to any employee or agent of the Corporation
to the fullest extent of the provisions of this Article V or as otherwise
permitted under the General Corporation Law of the State of Delaware with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.

     Section 5.6.  Indemnification Contracts.  The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation or any person serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including employee benefit plans,
providing for indemnification rights equivalent to or, if the Board of Directors
so determines, greater than those provided for in this Article V.

     Section 5.7.  Effect of Amendment.  Any amendment, repeal or modification
of any provision of this Article V by the stockholders or the directors of the
Corporation shall not adversely affect any right to protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification."

     Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides with regard to the limitation of liability of directors and officers as
follows:

          "(b)  In addition to the matters required to be set forth in the
     certificate of incorporation by subsection (a) of this section, the
     certificate of incorporation may also contain any or all of the following
     matters:

                                    * * * *

          (7)  A provision eliminating or limiting the personal liability of a
     director to the corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a director, provided that such provision shall
     not eliminate or limit the liability of a director (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under section 174 of this
     Title, or (iv) for any transaction from which the director derived an
     improper personal benefit.  No such provision shall eliminate or limit the
     liability of a director for any act or omission occurring prior to the date
     when such provision becomes effective.  All references in this paragraph to
     a director shall also be deemed to refer (x) to a member of the governing
     body of a corporation which is not authorized to issue capital stock, and
     (y) to such other persons, if any, who, pursuant to a provision of the
     certificate of incorporation in accordance with subsection (a) of (S) 141
     of this title, exercise or perform any of the powers or duties otherwise
     conferred or imposed upon the board of directors by this title."

     Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation provides with regard to limitation of liability of directors and
officers as follows:

                                       6
<PAGE>
 
                                 "ARTICLE VIII

     Section 1.  A director shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of the director (a) for any breach of his duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware or (d) for
any transaction from which the director derives an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after the filing
of this Restated Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.

     Section 2.  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director or the Corporation existing at the time of such repeal
or modification."

     The Registrant maintains a director and officer insurance policy which
insures the directors and officers of the Registrant against damages, judgments,
settlements and costs incurred by reason of certain wrongful acts committed by
such persons in their capacities as directors and officers.

ITEM 7.  Exemption from Registration Claimed.

     Not Applicable

ITEM 8.  Exhibits.

     The following is a complete list of exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the Exhibit
Table of Item 601 of Regulation S-K.

Exhibit
Number                                Description
-------                         ----------------------

 4(a)     Amended and Restated Certificate of Incorporation of the Registrant
          (incorporated by reference to the Registrant's Form 10-K for the
          fiscal year ended December 31, 1995 (Commission File No. 0-27688)

 4(b)     Amended and Restated Bylaws of the Registrant (incorporated by
          reference to the Registrant's Form 10-K for the fiscal year ended
          December 31, 1995 (Commission File No. 0-27688)

 4(c)     Form of Certificate of the Registrant's Common Stock, par value $0.01
          per share (incorporated by reference to Amendment No. 3 to the
          Registrant's Registration

                                       7
<PAGE>
 
          Statement on Form S-1 (Commission File No. 33-92992) filed with the
          Commission on October 11, 1995)

 4(d)     Guarantee Life Insurance Company Incentive Compensation Plan

 4(e)     Form of the Stock and Restricted Stock Award Agreement under the
          Guarantee Life Insurance Company Incentive Compensation Plan

 5        Opinion and Consent of Richard A. Spellman

 23(a)    Consent of Richard A. Spellman is contained in his opinion filed as
          Exhibit 5

 23(b)    Consent of KPMG Peat Marwick LLP

 24       Powers of Attorney


ITEM 9.  Undertakings

     The undersigned Registrant hereby undertakes:

          (a)(l) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement;

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933 (the "Act"), each such post-effective amendment
     shall be deemed to be a new Registration Statement relating to the
     securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

          (b) That, for purposes of determining any liability under the Act,
     each filing of the Registrant's annual report pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 that is incorporated by
     reference in this Registration Statement shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (c) That, insofar as indemnification for liabilities arising under the
     Act may be permitted to directors, officers and controlling persons of the
     Registrant as described in Item 6 hereof or otherwise, the Registrant has
     been advised that in the opinion of the Securities and Exchange Commission
     such indemnification is against public policy as expressed in the Act and
     is, therefore, unenforceable.  In the event that a claim for

                                       8
<PAGE>
 
     indemnification against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                       9
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on February 27, 1997.



                                    THE GUARANTEE LIFE
                                    COMPANIES INC.


                                    By /s/ Richard A. Spellman
                                       -----------------------
                                       Richard A. Spellman,
                                       Senior Vice President

                                       10

<PAGE>
 
  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities as of February 27, 1997.

<TABLE>
<CAPTION>
         Signature                        Title
---------------------------  -------------------------------
<S>                          <C>
/s/ Robert D. Bates*         Chairman of the Board,
---------------------------  Director, President and Chief
Robert D. Bates              Executive Officer
                             (Principal Executive Officer)

/s/ William L. Bauhard       Senior Vice President and
---------------------------  Chief Financial Officer
William L. Bauhard           (Principal Financial Officer)

/s/ John E. Burch            Vice President and Controller
---------------------------
John E. Burch

/s/ Frederick M. Bekins*     Director
---------------------------
Frederick M. Bekins

/s/ Clyde R. Bell*           Director
---------------------------
Clyde R. Bell

/s/ John R. Cochran*         Director
---------------------------
John R. Cochran

/s/ Eugene A. Conley*        Director
---------------------------
Eugene A. Conley

/s/ Theodore C. Cooley*      Director
---------------------------
Theodore C. Cooley

/s/ Thomas T. Hacking*       Director
---------------------------
Thomas T. Hacking

/s/ James M. McClymond*      Director
---------------------------
James M. McClymond

/s/ Bernard W. Reznicek*     Director
---------------------------
Bernard W. Reznicek

/s/ Adrian J. Scribante*     Director
---------------------------
Adrian J. Scribante
</TABLE> 

                                      11
<PAGE>
 
/s/ Janice D. Stoney*                      Director
---------------------------
Janice D. Stoney


/s/ William F. Welsh, II*                  Director
---------------------------
William F. Welsh, II
 

                                     /s/ Richard A. Spellman
                                     -----------------------
 * By Richard A. Spellman,           Richard A. Spellman as attorney in fact for
   as attorney in fact               the individuals as indicated.


<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
Number                                 Description
<S>        <C>
4(a)       Amended and Restated Certificate of Incorporation of the Registrant
           (incorporated by reference to the Registrant's Form 10-K for the
           fiscal year ended December 31, 1995 (Commission File No. 0-27688)

4(b)       Amended and Restated Bylaws of the Registrant (incorporated by
           reference to the Registrant's Form 10-K for the fiscal year ended
           December 31, 1995 (Commission File No. 0-27688)

4(c)       Form of Certificate of the Registrant's Common Stock, par value $0.01
           per share (incorporated by reference to Amendment No. 3 to the
           Registrant's Registration Statement on Form S-1 (Commission File No.
           33-92992) filed with the Commission on October 11, 1995)

4(d)       Guarantee Life Insurance Company Incentive Compensation Plan

4(e)       Form of the Stock and Restricted Stock Award Agreement under the
           Guarantee Life Insurance Company Incentive Compensation Plan

5          Opinion and Consent of Richard A. Spellman

23(a)      Consent of Richard A. Spellman is contained in his opinion filed as
           Exhibit 5

23(b)      Consent of KPMG Peat Marwick LLP

24         Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 36068}]
{"company-data": {"conformed-name": "GUARANTEE LIFE COMPANIES INC", "cik": "0000946149", "assigned-sic": "6311", "irs-number": "470785066", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22461", "film-number": "97545600"}, "business-address": {"street1": "8801 INDIAN HILLS DR", "street2": "GUARNATEE CENTRE", "city": "OMAHA", "state": "NE", "zip": "68114", "phone": "4023617300"}, "mail-address": {"street1": "8801 INDIAN HILLS DR", "street2": "GUARANTEE CENTRE", "city": "OMAHA", "state": "NE", "zip": "68114"}}
As filed with the Securities and Exchange Commission on February 27, 1997

                                                     Registration No. __________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                        -------------------------------

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                       THE GUARANTEE LIFE COMPANIES INC.
          -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                       47-0785066
-------------------------------                     -----------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

            Guarantee Centre
        8801 Indian Hills Drive
            Omaha, Nebraska                                  68114
----------------------------------------               ----------------
(Address of principal executive offices)                  (Zip code)

                        GUARANTEE LIFE INSURANCE COMPANY
                          INCENTIVE COMPENSATION PLAN
                          ---------------------------
                            (Full title of the plan)

       Richard A. Spellman, Esq.
        Senior Vice President,
     General Counsel and Secretary
           Guarantee Centre
        8801 Indian Hills Drive
         Omaha, Nebraska 68114                          (402) 361-7300
---------------------------------------        ---------------------------------
(Name and address of agent for service)        (Telephone number, including area
                                                  code, of agent for service)
 

                                  Copies to:
                            ----------------------
                            Joe E. Armstrong, Esq.
                                  Kutak Rock
                              1650 Farnam Street
                             Omaha, Nebraska 68102
                                (402) 346-6000

--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                    Proposed         Proposed Maximum     Amount of
    Title of Securities       Amount to be      Maximum Offering         Aggregate       Registration
     to be Registered        Registered/(1)/  Price Per Share/(2)/  Offering Price/(2)/    Fee/(3)/
-----------------------------------------------------------------------------------------------------
Common Stock,          32,000 shares          $21.0625             $674,000          $204.25
par value $0.01 per share
=====================================================================================================
(1)  The common stock, par value $0.01 per share (the "Common Stock"), of The
     Guarantee Life Companies Inc., a Delaware corporation (the "Company"),
     being registered hereby represents the number of shares reserved for
     issuance to participants in the Guarantee Life Insurance Company Incentive
     Compensation Plan (the "Plan").  The Common Stock will be issued as a
     result of the payment of a portion of a participant's incentive
     compensation in the form of Common Stock, the election by a participant to
     receive up to 50% of his or her incentive compensation in Common Stock in
     lieu of cash and the grant by the Company of matching shares of Common
     Stock of up to 25% of the number of shares of Common Stock a participant
     elects to receive under the Plan.  In addition, pursuant to Rule 416(c)
     under the Securities Act of 1933, as amended, this registration statement
     also covers an indeterminate number of additional shares which may be
     issued under the Plan as a result of stock splits, stock dividends or
     similar transactions in accordance with the provisions of the Plan and an
     indeterminate amount of interests to be offered or sold pursuant to the
     Plan described herein.

(2)  Estimated pursuant to Rule 457(h) and (c) solely for purposes of
     calculating the registration fee.  The price per share is estimated to be 
     $21.0625 based on the average of the high ($21.175) and low ($21.00)
     trading prices for the Common Stock in the NASDAQ National Market on
     February 24, 1997, as reported in the Wall Street Journal on February 25,
     1997.

(3)  The Company has applied a portion of the existing balance in its account in
     payment of this registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

     The following documents, previously filed with the Securities and Exchange
Commission by The Guarantee Life Companies Inc. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

          (a) the Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1995;

          (b) all other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
     by the Annual Report on Form 10-K referred to in (a) above; and

          (c) the description of the Registrant's common stock contained in the
     Registrant's Registration Statement on Form 8-A filed with the Securities
     and Exchange Commission on December 13, 1995.

     Each document filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered herein have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the respective date
of filing such documents.

ITEM 4.  Description of Securities.

     Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

     The legal validity of the shares of Common Stock to be originally issued by
the Registrant under the Registrant's Incentive Compensation Plan is being
passed upon by Richard A. Spellman, Senior Vice President, General Counsel and
Secretary of the Registrant.  Mr. Spellman beneficially owns certain securities
of the Registrant, including options exercisable for shares of Common Stock of
the Registrant.

ITEM 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law, as amended, provides
with regard to indemnification of directors and officers as follows:
"Section 145.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE.  (a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section.  Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if

                                       2
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this section.  Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

                                       3
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.  The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."

     Article V of the Registrant's Amended and Restated Bylaws provides with
regard to indemnification of directors and officers as follows:

                                   "ARTICLE V

                                INDEMNIFICATION

     Section 5.1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation (including Guarantee Life Insurance Company) or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer or
employee or in any other capacity while serving as a director, officer or
employee, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that, except as provided in
Section 5.2 of this Article V with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.  The right to indemnification conferred in this Section 5.1 of
this Article V shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses"); and
provided, further, that, if the General Corporation Law of the State of Delaware
requires it, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is

                                       4
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not entitled
to be indemnified for such expenses under this Article V or otherwise
(hereinafter an "undertaking").

     Section 5.2.  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under Section
5.1 of this Article V is not paid in full by the Corporation within 60 days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be 20 days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim.  If successful in
whole or part in any such suit or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit.  In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the General Corporation Law of
the State of Delaware.  Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by indemnitee, be a defense to such suit.
In any suit brought by the indemnitee to enforce a right hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified or to such advancement of expenses under this Article V or otherwise
shall be on the Corporation.

     Section 5.3.  NONEXCLUSIVITY OF RIGHTS.  The rights of indemnification and
to the advancement of expenses conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation,
bylaw, contract, agreement, vote of stockholders or disinterested directors or
otherwise.

     Section 5.4.  INSURANCE.  The Corporation may maintain insurance, at its
expense, to protect itself and any indemnitee against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.

     Section 5.5.  INDEMNIFICATION OF AGENTS OF THE CORPORATION.  The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification

                                       5
and to the advancement of expenses to any employee or agent of the Corporation
to the fullest extent of the provisions of this Article V or as otherwise
permitted under the General Corporation Law of the State of Delaware with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.

     Section 5.6.  Indemnification Contracts.  The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation or any person serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including employee benefit plans,
providing for indemnification rights equivalent to or, if the Board of Directors
so determines, greater than those provided for in this Article V.

     Section 5.7.  Effect of Amendment.  Any amendment, repeal or modification
of any provision of this Article V by the stockholders or the directors of the
Corporation shall not adversely affect any right to protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification."

     Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides with regard to the limitation of liability of directors and officers as
follows:

          "(b)  In addition to the matters required to be set forth in the
     certificate of incorporation by subsection (a) of this section, the
     certificate of incorporation may also contain any or all of the following
     matters:

                                    * * * *

          (7)  A provision eliminating or limiting the personal liability of a
     director to the corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a director, provided that such provision shall
     not eliminate or limit the liability of a director (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under section 174 of this
     Title, or (iv) for any transaction from which the director derived an
     improper personal benefit.  No such provision shall eliminate or limit the
     liability of a director for any act or omission occurring prior to the date
     when such provision becomes effective.  All references in this paragraph to
     a director shall also be deemed to refer (x) to a member of the governing
     body of a corporation which is not authorized to issue capital stock, and
     (y) to such other persons, if any, who, pursuant to a provision of the
     certificate of incorporation in accordance with subsection (a) of (S) 141
     of this title, exercise or perform any of the powers or duties otherwise
     conferred or imposed upon the board of directors by this title."

     Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation provides with regard to limitation of liability of directors and
officers as follows:

                                       6
"ARTICLE VIII

     Section 1.  A director shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of the director (a) for any breach of his duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware or (d) for
any transaction from which the director derives an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after the filing
of this Restated Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.

     Section 2.  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director or the Corporation existing at the time of such repeal
or modification."

     The Registrant maintains a director and officer insurance policy which
insures the directors and officers of the Registrant against damages, judgments,
settlements and costs incurred by reason of certain wrongful acts committed by
such persons in their capacities as directors and officers.

ITEM 7.  Exemption from Registration Claimed.

     Not Applicable

ITEM 8.  Exhibits.

     The following is a complete list of exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the Exhibit
Table of Item 601 of Regulation S-K.

Exhibit
Number                                Description
-------                         ----------------------

 4(a)     Amended and Restated Certificate of Incorporation of the Registrant
          (incorporated by reference to the Registrant's Form 10-K for the
          fiscal year ended December 31, 1995 (Commission File No. 0-27688)

 4(b)     Amended and Restated Bylaws of the Registrant (incorporated by
          reference to the Registrant's Form 10-K for the fiscal year ended
          December 31, 1995 (Commission File No. 0-27688)

 4(c)     Form of Certificate of the Registrant's Common Stock, par value $0.01
          per share (incorporated by reference to Amendment No. 3 to the
          Registrant's Registration

                                       7
Statement on Form S-1 (Commission File No. 33-92992) filed with the
          Commission on October 11, 1995)

 4(d)     Guarantee Life Insurance Company Incentive Compensation Plan

 4(e)     Form of the Stock and Restricted Stock Award Agreement under the
          Guarantee Life Insurance Company Incentive Compensation Plan

 5        Opinion and Consent of Richard A. Spellman

 23(a)    Consent of Richard A. Spellman is contained in his opinion filed as
          Exhibit 5

 23(b)    Consent of KPMG Peat Marwick LLP

 24       Powers of Attorney

ITEM 9.  Undertakings

     The undersigned Registrant hereby undertakes:

          (a)(l) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement;

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933 (the "Act"), each such post-effective amendment
     shall be deemed to be a new Registration Statement relating to the
     securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

          (b) That, for purposes of determining any liability under the Act,
     each filing of the Registrant's annual report pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 that is incorporated by
     reference in this Registration Statement shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (c) That, insofar as indemnification for liabilities arising under the
     Act may be permitted to directors, officers and controlling persons of the
     Registrant as described in Item 6 hereof or otherwise, the Registrant has
     been advised that in the opinion of the Securities and Exchange Commission
     such indemnification is against public policy as expressed in the Act and
     is, therefore, unenforceable.  In the event that a claim for

                                       8
indemnification against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                       9
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on February 27, 1997.

                                    THE GUARANTEE LIFE
                                    COMPANIES INC.

                                    By /s/ Richard A. Spellman
                                       -----------------------
                                       Richard A. Spellman,
                                       Senior Vice President

                                       10
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities as of February 27, 1997.
Signature                        Title
---------------------------  -------------------------------
/s/ Robert D. Bates*         Chairman of the Board,
---------------------------  Director, President and Chief
Robert D. Bates              Executive Officer
                             (Principal Executive Officer)

/s/ William L. Bauhard       Senior Vice President and
---------------------------  Chief Financial Officer
William L. Bauhard           (Principal Financial Officer)

/s/ John E. Burch            Vice President and Controller
---------------------------
John E. Burch

/s/ Frederick M. Bekins*     Director
---------------------------
Frederick M. Bekins

/s/ Clyde R. Bell*           Director
---------------------------
Clyde R. Bell

/s/ John R. Cochran*         Director
---------------------------
John R. Cochran

/s/ Eugene A. Conley*        Director
---------------------------
Eugene A. Conley

/s/ Theodore C. Cooley*      Director
---------------------------
Theodore C. Cooley

/s/ Thomas T. Hacking*       Director
---------------------------
Thomas T. Hacking

/s/ James M. McClymond*      Director
---------------------------
James M. McClymond

/s/ Bernard W. Reznicek*     Director
---------------------------
Bernard W. Reznicek

/s/ Adrian J. Scribante*     Director
---------------------------
Adrian J. Scribante
11
/s/ Janice D. Stoney*                      Director
---------------------------
Janice D. Stoney

/s/ William F. Welsh, II*                  Director
---------------------------
William F. Welsh, II
 

                                     /s/ Richard A. Spellman
                                     -----------------------
 * By Richard A. Spellman,           Richard A. Spellman as attorney in fact for
   as attorney in fact               the individuals as indicated.
EXHIBIT INDEX
Exhibit
Number                                 Description
4(a)       Amended and Restated Certificate of Incorporation of the Registrant
           (incorporated by reference to the Registrant's Form 10-K for the
           fiscal year ended December 31, 1995 (Commission File No. 0-27688)

4(b)       Amended and Restated Bylaws of the Registrant (incorporated by
           reference to the Registrant's Form 10-K for the fiscal year ended
           December 31, 1995 (Commission File No. 0-27688)

4(c)       Form of Certificate of the Registrant's Common Stock, par value $0.01
           per share (incorporated by reference to Amendment No. 3 to the
           Registrant's Registration Statement on Form S-1 (Commission File No.
           33-92992) filed with the Commission on October 11, 1995)

4(d)       Guarantee Life Insurance Company Incentive Compensation Plan

4(e)       Form of the Stock and Restricted Stock Award Agreement under the
           Guarantee Life Insurance Company Incentive Compensation Plan

5          Opinion and Consent of Richard A. Spellman

23(a)      Consent of Richard A. Spellman is contained in his opinion filed as
           Exhibit 5

23(b)      Consent of KPMG Peat Marwick LLP

24         Powers of Attorney