<PAGE>

     As filed with the Securities and Exchange Commission on July 28, 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)

                           AMERUS LIFE HOLDINGS, INC.
                              STOCK INCENTIVE PLAN
                              (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)

<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE(1)
----------------------------------------------------------------------------------------------------
                                      PROPOSED MAXIMUM        
                                          AGGREGATE        PROPOSED MAXIMUM
TITLE OF SECURITIES   AMOUNT TO BE     OFFERING PRICE          AGGREGATE            AMOUNT OF
TO BE REGISTERED      REGISTERED (1)   PER SHARE (1)(2)    OFFERING PRICE (1)   REGISTRATION FEE (1)
----------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>               <C>                   <C> 
Class A Common Stock,
no par value..........1,400,000 shares      $27.81            $38,934,000            $11,797
----------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Registration Statement also covers an additional and indeterminate
     number of shares which may become issuable because of the provisions
     of the Plan relating to adjustments for changes resulting from stock
     dividends, stock splits and similar changes.  

(2)  Estimated solely for the purpose of calculating the registration fee
     and, pursuant to Rule 457(h) under the Securities Act of 1933, based
     upon the average of the high and low sale prices of the Class A Common
     Stock reported in the Nasdaq National Market on July 24, 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 Company's Annual Report on Form 10-K for the year ended
December 31, 1996.

     (b)  The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997.

     (c)  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.

                                      II-2
<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     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

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT

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

4(c)   AmerUs Life Holdings, Inc. Stock Incentive Plan (Exhibit 10.11 to the
       Company's Registration Statement on Form S-1 (No. 333-12239),
       incorporated herein by reference).

*5     Opinion of Joseph K. Haggerty, Esq. as to the legality of the
       securities being registered.

*23(a) Consent of Joseph K. Haggerty, 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 July 28, 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 July 28, 1997 by the following 
persons in the capacities 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 





                                      II-5
<PAGE>


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


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


                 *                                 Director
------------------------------------
          Maureen M. Culhane


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


                 *                                 Director
------------------------------------
          Ilene B. Jacobs


      /s/ Sam C. Kalainov                          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>

           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 the Company's Registration Statement on Form S-1 (No.
       333-12239), 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), incorporated herein by
       reference).

4(c)   AmerUs Life Holdings, Inc. Stock Incentive Plan (Exhibit 10.11 to the
       Company's Registration Statement on Form S-1 (No. 333-12239),
       incorporated herein by reference).

*5     Opinion of Joseph K. Haggerty, Esq. as to the legality of the
       securities being registered.

*23(a) Consent of Joseph K. Haggerty, Esq. (included in his opinion
       filed as Exhibit 5).

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

*24    Powers of Attorney.

_________________________
*Filed herewith.

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17178}]
{"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": "333-32203", "film-number": "97646302"}, "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 July 28, 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)

                           AMERUS LIFE HOLDINGS, INC.
                              STOCK INCENTIVE PLAN
                              (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(1)
----------------------------------------------------------------------------------------------------
                                      PROPOSED MAXIMUM        
                                          AGGREGATE        PROPOSED MAXIMUM
TITLE OF SECURITIES   AMOUNT TO BE     OFFERING PRICE          AGGREGATE            AMOUNT OF
TO BE REGISTERED      REGISTERED (1)   PER SHARE (1)(2)    OFFERING PRICE (1)   REGISTRATION FEE (1)
----------------------------------------------------------------------------------------------------
Class A Common Stock,
no par value..........1,400,000 shares      $27.81            $38,934,000            $11,797
----------------------------------------------------------------------------------------------------
(1)  The Registration Statement also covers an additional and indeterminate
     number of shares which may become issuable because of the provisions
     of the Plan relating to adjustments for changes resulting from stock
     dividends, stock splits and similar changes.  

(2)  Estimated solely for the purpose of calculating the registration fee
     and, pursuant to Rule 457(h) under the Securities Act of 1933, based
     upon the average of the high and low sale prices of the Class A Common
     Stock reported in the Nasdaq National Market on July 24, 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 Company's Annual Report on Form 10-K for the year ended
December 31, 1996.

     (b)  The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997.

     (c)  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.

                                      II-2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     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

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT

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

4(c)   AmerUs Life Holdings, Inc. Stock Incentive Plan (Exhibit 10.11 to the
       Company's Registration Statement on Form S-1 (No. 333-12239),
       incorporated herein by reference).

*5     Opinion of Joseph K. Haggerty, Esq. as to the legality of the
       securities being registered.

*23(a) Consent of Joseph K. Haggerty, 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 July 28, 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 July 28, 1997 by the following 
persons in the capacities 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 

                                      II-5
* 
------------------------------------               Director
          John R. Albers

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

                 *                                 Director
------------------------------------
          Maureen M. Culhane

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

                 *                                 Director
------------------------------------
          Ilene B. Jacobs

      /s/ Sam C. Kalainov                          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
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 the Company's Registration Statement on Form S-1 (No.
       333-12239), 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), incorporated herein by
       reference).

4(c)   AmerUs Life Holdings, Inc. Stock Incentive Plan (Exhibit 10.11 to the
       Company's Registration Statement on Form S-1 (No. 333-12239),
       incorporated herein by reference).

*5     Opinion of Joseph K. Haggerty, Esq. as to the legality of the
       securities being registered.

*23(a) Consent of Joseph K. Haggerty, Esq. (included in his opinion
       filed as Exhibit 5).

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

*24    Powers of Attorney.

_________________________
*Filed herewith.

                                      II-7