<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 LIFE HOLDINGS, INC.
                              (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 . . .  400,000               $19.50                   $7,800,000          $2,364.00  
-------------------------------------------------------------------------------------------------------------------------
</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 Life Holdings, Inc. (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 Life
          Holdings, Inc.

*4(d)     Amendment No. 1 to All *AmerUs Savings and Retirement Plan for
          Employees of AmerUs Life Holdings, Inc.

*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
      Roger K. Brooks           (principal executive officer) and Director


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


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


          *                 
-----------------------------   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 Life Holdings, Inc.), 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 Life Holdings, Inc.


                                   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 Life
          Holdings, Inc.

*4(d)     Amendment No. 1 to All *AmerUs Savings and Retirement Plan for 
          Employees of AmerUs Life Holdings, Inc.

*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": 18908}]
{"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": "333-20905", "film-number": "97516098"}, "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 LIFE HOLDINGS, INC.
                              (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 . . .  400,000               $19.50                   $7,800,000          $2,364.00  
-------------------------------------------------------------------------------------------------------------------------
(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 Life Holdings, Inc. (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 Life
          Holdings, Inc.

*4(d)     Amendment No. 1 to All *AmerUs Savings and Retirement Plan for
          Employees of AmerUs Life Holdings, Inc.

*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
      Roger K. Brooks           (principal executive officer) and Director

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

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

          *                 
-----------------------------   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 Life Holdings, Inc.), 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 Life Holdings, Inc.

                                   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 Life
          Holdings, Inc.

*4(d)     Amendment No. 1 to All *AmerUs Savings and Retirement Plan for 
          Employees of AmerUs Life Holdings, Inc.

*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