<PAGE>

    As filed with the Securities and Exchange Commission on January 31, 1997


                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                           AMERUS LIFE HOLDINGS, INC.
    (Exact name of registrant as specified in its Articles of Incorporation)

          IOWA                                         42-1459712
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                                418 SIXTH AVENUE
                          DES MOINES, IOWA  50309-2407

               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

    ALL*AMERUS SAVINGS AND RETIREMENT PLAN FOR EMPLOYEES OF AMERUS GROUP CO.
                              (Full title of plan)


     JAMES A. SMALLENBERGER                                    COPY TO:
SENIOR VICE PRESIDENT AND SECRETARY                      BRIAN J. FAHRNEY,ESQ.
      AMERUS LIFE HOLDINGS, INC.                            SIDLEY & AUSTIN
      418 SIXTH AVENUE                                 ONE FIRST NATIONAL PLAZA
  DES MOINES, IOWA  50309-2407                          CHICAGO, ILLINOIS 60603
         (515) 280-1331                                      (312) 853-7000
(Name, address and telephone number,
  including area code, of agent
             for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                              AMOUNT             PROPOSED MAXIMUM                 PROPOSED MAXIMUM
    TITLE OF SECURITIES        TO BE                 AGGREGATE                        AGGREGATE         AMOUNT OF
     TO BE REGISTERED       REGISTERED     OFFERING PRICE PER SHARE (1)(2)          OFFERING PRICE    REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>                                    <C>                 <C>
Class A Common Stock, no
par value. . . . . . . . .    100,000                  $19.50                         $1,950,000           $591.00
-----------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rules 457(h) and 457(c) of the Securities Act of 1933, based
     upon the average of the high and low sale prices of the Class A Common
     Stock, no par value, of AmerUs Life Holdings, Inc., being traded on a when-
     issued basis on The Nasdaq National Market on January 29, 1997.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.   PLAN INFORMATION*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*         Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from the Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933, as amended, and the
          Note to Part I of Form S-8.



                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by AmerUs Life Holdings, Inc. (the
"Company") are incorporated herein by reference and shall be deemed to be a part
hereof:

          (a)  The Prospectus, dated January 28, 1997, and contained in the
Registration Statement on Form S-1 filed by the Company with the Commission (No.
333-12239).

          (b)  The description of the Company's class A common stock, no par
value per share (the "Common Stock"), which is contained in the Registration
Statement on Form 8-A filed by the Company with the Commission on January 3,
1997, including any subsequent amendment or any report filed for the purpose of
updating such description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

          Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS


                                      II-2
<PAGE>

     Sections 851 and 856 of the Iowa Business Corporation Act ("IBCA") provide
that a corporation has the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in a
manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe the individual's conduct was unlawful.  The
foregoing indemnity provisions notwithstanding, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made to such
director or officer with respect to any matter as to which such individual has
been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines that indemnification is proper under the circumstances.

     The Company's Articles of Incorporation provide that the Company shall
indemnify its directors to the fullest extent possible under the IBCA.  The
Company's Bylaws extend the same indemnity to its officers.  The Articles of
Incorporation provide that no director shall be liable to the Company or its
shareholders for monetary damages for breach of the individual's fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for any transaction in which the director derived an improver
personal benefit, or (iv) under the IBCA provisions relating to improper
distributions.

     The Company maintains a directors' and officers' liability insurance policy
to insure against losses arising from claims made against its directors and
officers, subject to the limitations and conditions as set forth in the
policies.  In addition, the Company has entered into indemnification agreements
with its directors and certain of its executive officers providing for the
indemnification of such persons as permitted by the Company's Articles of
Incorporation and Iowa law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

          The Company will submit the All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Group Co. (the "Plan") and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT
-------             ----------------------

4(a)      Amended and Restated Articles of Incorporation of the Company,
          (Exhibit 3.5 to Amendment No. 3 to the Company's Registration 
          Statement on Form S-1 (No. 333-12239) dated December 12, 1996, 
          incorporated herein by reference).

4(b)      By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
          Statement on Form S-1 (No. 333-12239) dated September 18, 1996,
          incorporated herein by reference).

*4(c)     All *AmerUs Savings and Retirement Plan for Employees of AmerUs Group
          Co.

*4(d)     Amendment No. 1 to All *AmerUs Savings and Retirement Plan for
          Employees of AmerUs Group Co.

*5        Opinion of James A. Smallenberger, Esq. as to the legality of the
          securities being registered.

*23(a)    Consent of James A. Smallenberger, Esq. (included in his opinion filed
          as Exhibit 5).

*23(b)    Consent of KPMG Peat Marwick LLP.

*24       Powers of Attorney.

_________________________
*Filed herewith.


                                      II-3
<PAGE>

ITEM 9.   UNDERTAKINGS

          (a)  The registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment hereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii)  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.

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

          (2)  That, for purpose of determining any liability under the
Securities Act of 1933, 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.

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

          (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act 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)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Des Moines, Iowa on January 31, 1997.


                                   AMERUS LIFE HOLDINGS, INC.


                                   By:  /s/ Roger K. Brooks
                                        --------------------------------
                                        Roger K. Brooks
                                        Chairman, President and Chief Executive
                                        Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on January 31, 1997 by the following
persons in the capacities and on the date indicated.

          SIGNATURE                          TITLE(S)
          ---------                          --------


  /s/ Roger K. Brooks         Chairman, President and Chief Executive Officer
-------------------------     (principal executive officer) and Director
     Roger K. Brooks


 /s/ Michael E. Sproule       Executive Vice President and Chief Financial
------------------------      Officer (principal financial officer)
    Michael E. Sproule


/s/ Michael G. Fraizer        Senior Vice President and Controller/Treasurer
-------------------------     (principal accounting officer)
     Michael G. Fraizer


             *                Director
-------------------------
     John R. Albers


             *                Director
-------------------------
     Malcolm Candlish


                                      II-5
<PAGE>

          SIGNATURE                          TITLE(S)
          ---------                          --------


               *                        Director
-----------------------------------
          D T Doan


               *                        Director
-----------------------------------
     Thomas F. Gaffney


               *                        Director
-----------------------------------
     Sam C. Kalainov


               *                        Director
-----------------------------------
     John W. Norris, Jr.


               *                        Director
-----------------------------------
          Jack C. Pester


               *                        Director
-----------------------------------
          John A. Wing


* By: /s/ James A. Smallenberger
-----------------------------------
          James A. Smallenberger
            (Attorney in fact)


                                      II-6
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Group Co.), has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Des Moines, State of Iowa, on January 31, 1997.


                                   All*AmerUs Savings and Retirement Plan
                                      for Employees of AmerUs Group Co.


                                   By:       /s/ Victor N. Daley
                                        ---------------------------------------
                                        Victor N. Daley, Chairman of the Benefit
                                          and Pension Committee, as Plan
                                                  Administrator


                                      II-7
<PAGE>

             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8


EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT
-------             ----------------------

4(a)      Amended and Restated Articles of Incorporation of the Company,
          (Exhibit 3.5 to Amendment No. 3 to the Company's Registration 
          Statement on Form S-1 (No. 333-12239) dated December 12, 1996, 
          incorporated herein by reference).

4(b)      By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
          Statement on Form S-1 (No. 333-12239) dated September 18, 1996,
          incorporated herein by reference).

*4(c)     All *AmerUs Savings and Retirement Plan for Employees of AmerUs Group
          Co.

*4(d)     Amendment No. 1 to All *AmerUs Savings and Retirement Plan for
          Employees of AmerUs Group Co.

*5        Opinion of James A. Smallenberger, Esq. as to the legality of the
          securities being registered.

*23(a)    Consent of James A. Smallenberger, Esq. (included in his opinion filed
          as Exhibit 5).

*23(b)    Consent of KPMG Peat Marwick LLP.

*24       Powers of Attorney.


_________________________
*Filed herewith.


                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18873}]
{"company-data": {"conformed-name": "AMERUS LIFE HOLDINGS INC", "cik": "0001022827", "assigned-sic": "6311", "irs-number": "421459712", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20907", "film-number": "97516108"}, "business-address": {"street1": "418 SIXTH AVE", "city": "DES MOINES", "state": "IA", "zip": "50309-2499", "phone": "5152801331"}, "mail-address": {"street1": "418 SIXTH AVE", "city": "DES MOINES", "state": "IA", "zip": "50309-2499"}}
As filed with the Securities and Exchange Commission on January 31, 1997

                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                           AMERUS LIFE HOLDINGS, INC.
    (Exact name of registrant as specified in its Articles of Incorporation)

          IOWA                                         42-1459712
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                                418 SIXTH AVENUE
                          DES MOINES, IOWA  50309-2407

               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

    ALL*AMERUS SAVINGS AND RETIREMENT PLAN FOR EMPLOYEES OF AMERUS GROUP CO.
                              (Full title of plan)

     JAMES A. SMALLENBERGER                                    COPY TO:
SENIOR VICE PRESIDENT AND SECRETARY                      BRIAN J. FAHRNEY,ESQ.
      AMERUS LIFE HOLDINGS, INC.                            SIDLEY & AUSTIN
      418 SIXTH AVENUE                                 ONE FIRST NATIONAL PLAZA
  DES MOINES, IOWA  50309-2407                          CHICAGO, ILLINOIS 60603
         (515) 280-1331                                      (312) 853-7000
(Name, address and telephone number,
  including area code, of agent
             for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
                              AMOUNT             PROPOSED MAXIMUM                 PROPOSED MAXIMUM
    TITLE OF SECURITIES        TO BE                 AGGREGATE                        AGGREGATE         AMOUNT OF
     TO BE REGISTERED       REGISTERED     OFFERING PRICE PER SHARE (1)(2)          OFFERING PRICE    REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Class A Common Stock, no
par value. . . . . . . . .    100,000                  $19.50                         $1,950,000           $591.00
-----------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rules 457(h) and 457(c) of the Securities Act of 1933, based
     upon the average of the high and low sale prices of the Class A Common
     Stock, no par value, of AmerUs Life Holdings, Inc., being traded on a when-
     issued basis on The Nasdaq National Market on January 29, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*         Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from the Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933, as amended, and the
          Note to Part I of Form S-8.

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by AmerUs Life Holdings, Inc. (the
"Company") are incorporated herein by reference and shall be deemed to be a part
hereof:

          (a)  The Prospectus, dated January 28, 1997, and contained in the
Registration Statement on Form S-1 filed by the Company with the Commission (No.
333-12239).

          (b)  The description of the Company's class A common stock, no par
value per share (the "Common Stock"), which is contained in the Registration
Statement on Form 8-A filed by the Company with the Commission on January 3,
1997, including any subsequent amendment or any report filed for the purpose of
updating such description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

          Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

                                      II-2
Sections 851 and 856 of the Iowa Business Corporation Act ("IBCA") provide
that a corporation has the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in a
manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe the individual's conduct was unlawful.  The
foregoing indemnity provisions notwithstanding, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made to such
director or officer with respect to any matter as to which such individual has
been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines that indemnification is proper under the circumstances.

     The Company's Articles of Incorporation provide that the Company shall
indemnify its directors to the fullest extent possible under the IBCA.  The
Company's Bylaws extend the same indemnity to its officers.  The Articles of
Incorporation provide that no director shall be liable to the Company or its
shareholders for monetary damages for breach of the individual's fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for any transaction in which the director derived an improver
personal benefit, or (iv) under the IBCA provisions relating to improper
distributions.

     The Company maintains a directors' and officers' liability insurance policy
to insure against losses arising from claims made against its directors and
officers, subject to the limitations and conditions as set forth in the
policies.  In addition, the Company has entered into indemnification agreements
with its directors and certain of its executive officers providing for the
indemnification of such persons as permitted by the Company's Articles of
Incorporation and Iowa law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

          The Company will submit the All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Group Co. (the "Plan") and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT
-------             ----------------------

4(a)      Amended and Restated Articles of Incorporation of the Company,
          (Exhibit 3.5 to Amendment No. 3 to the Company's Registration 
          Statement on Form S-1 (No. 333-12239) dated December 12, 1996, 
          incorporated herein by reference).

4(b)      By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
          Statement on Form S-1 (No. 333-12239) dated September 18, 1996,
          incorporated herein by reference).

*4(c)     All *AmerUs Savings and Retirement Plan for Employees of AmerUs Group
          Co.

*4(d)     Amendment No. 1 to All *AmerUs Savings and Retirement Plan for
          Employees of AmerUs Group Co.

*5        Opinion of James A. Smallenberger, Esq. as to the legality of the
          securities being registered.

*23(a)    Consent of James A. Smallenberger, Esq. (included in his opinion filed
          as Exhibit 5).

*23(b)    Consent of KPMG Peat Marwick LLP.

*24       Powers of Attorney.

_________________________
*Filed herewith.

                                      II-3
ITEM 9.   UNDERTAKINGS

          (a)  The registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment hereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii)  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.

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

          (2)  That, for purpose of determining any liability under the
Securities Act of 1933, 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.

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

          (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act 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)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Des Moines, Iowa on January 31, 1997.

                                   AMERUS LIFE HOLDINGS, INC.

                                   By:  /s/ Roger K. Brooks
                                        --------------------------------
                                        Roger K. Brooks
                                        Chairman, President and Chief Executive
                                        Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on January 31, 1997 by the following
persons in the capacities and on the date indicated.

          SIGNATURE                          TITLE(S)
          ---------                          --------

  /s/ Roger K. Brooks         Chairman, President and Chief Executive Officer
-------------------------     (principal executive officer) and Director
     Roger K. Brooks

 /s/ Michael E. Sproule       Executive Vice President and Chief Financial
------------------------      Officer (principal financial officer)
    Michael E. Sproule

/s/ Michael G. Fraizer        Senior Vice President and Controller/Treasurer
-------------------------     (principal accounting officer)
     Michael G. Fraizer

             *                Director
-------------------------
     John R. Albers

             *                Director
-------------------------
     Malcolm Candlish

                                      II-5
SIGNATURE                          TITLE(S)
          ---------                          --------

               *                        Director
-----------------------------------
          D T Doan

               *                        Director
-----------------------------------
     Thomas F. Gaffney

               *                        Director
-----------------------------------
     Sam C. Kalainov

               *                        Director
-----------------------------------
     John W. Norris, Jr.

               *                        Director
-----------------------------------
          Jack C. Pester

               *                        Director
-----------------------------------
          John A. Wing

* By: /s/ James A. Smallenberger
-----------------------------------
          James A. Smallenberger
            (Attorney in fact)

                                      II-6
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Group Co.), has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Des Moines, State of Iowa, on January 31, 1997.

                                   All*AmerUs Savings and Retirement Plan
                                      for Employees of AmerUs Group Co.

                                   By:       /s/ Victor N. Daley
                                        ---------------------------------------
                                        Victor N. Daley, Chairman of the Benefit
                                          and Pension Committee, as Plan
                                                  Administrator

                                      II-7
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT
-------             ----------------------

4(a)      Amended and Restated Articles of Incorporation of the Company,
          (Exhibit 3.5 to Amendment No. 3 to the Company's Registration 
          Statement on Form S-1 (No. 333-12239) dated December 12, 1996, 
          incorporated herein by reference).

4(b)      By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
          Statement on Form S-1 (No. 333-12239) dated September 18, 1996,
          incorporated herein by reference).

*4(c)     All *AmerUs Savings and Retirement Plan for Employees of AmerUs Group
          Co.

*4(d)     Amendment No. 1 to All *AmerUs Savings and Retirement Plan for
          Employees of AmerUs Group Co.

*5        Opinion of James A. Smallenberger, Esq. as to the legality of the
          securities being registered.

*23(a)    Consent of James A. Smallenberger, Esq. (included in his opinion filed
          as Exhibit 5).

*23(b)    Consent of KPMG Peat Marwick LLP.

*24       Powers of Attorney.

_________________________
*Filed herewith.

                                      II-8