As filed with the  Securities  and  Exchange  Commission  on October 21, 1996
                                                       Registration No. 33-_____

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

                         AMVESTORS FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                KANSAS                      48-1021516
        (State or other jurisdiction of    (I.R.S. Employer Identif-
            incorporation)                  ication Number)

                           415 Southwest Eighth Avenue
                              Topeka, Kansas 66603
                               913/232-6945
       (Address, including ZIP Code, and telephone number,  including area code,
          of registrant's principal executive offices)

                         AMVESTORS FINANCIAL CORPORATION
                     1996 INCENTIVE STOCK OPTION PLAN
                         (Full title of the Plan)

                           RALPH W. LASTER, JR.
Chairman of the Board, Chief Executive Officer, and Chief Financial Officer
                         AmVestors Financial Corporation
                           415 Southwest Eighth Avenue
                              Topeka, Kansas 66603
                               913/295-4401
         (Name, address,  including ZIP code,  and telephone  number,  including
                area code, of agent for service)

                      COPIES TO:
BENJAMIN C. LANGEL               MICHAEL H. MILLER
Foulston & Siefkin               Vice President, Assistant General Counsel
700 Fourth Financial Center      and Assistant Secretary
Wichita, Kansas 67202            AmVestors Financial Corporation
316/267-6371                     415 Southwest Eighth Avenue
                                 Topeka, Kansas 66603
                                 316/295-4401

                            CALCULATION OF REGISTRATION FEE

                                      Proposed           Proposed
Title of each                          maximum            maximum      Amount
class of secur-    Amount to          offering           aggregate    of reg-
ities to be        be regis-          price per           offering     istration
registered         tered              unit(1)              price(1)     fee

Common Stock,   950,000 shares        $14.5625            $13,834,375  $4,771.00
No Par Value
     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(c),  based on a price of $14.5625 per share being the
average of the high and low prices per share as reported in the  consolidated
reporting system on October 17, 1996.

       Exhibit          Index is located on page 10 of manually  signed original
                        Page 1 of 10 pages


<PAGE>

                                    PART II.



                     INFORMATION NOT REQUIRED IN PROSPECTUS



Item 3.                       Incorporation of Documents by Reference.

   The following  documents  filed by the  Registrant  with the  Securities  and
Exchange  Commission pursuant to the Securities Exchange Act of 1934, as amended
(File No. 0-15330) are hereby  incorporated as of their respective dates in this
Registration Statement by reference:

(a) The  Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
December 31, 1995 and the financial  statements and notes and schedules  thereto
incorporated therein;

(b)  The  description  of  the  Common  Stock  contained  in  the   Registrant's
registration statement on Form 8-A dated September 23, 1987;

(c) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;

(d) The Registrant's Current Report on Form 8-K dated
April 8, 1996;

(e) The Registrant's Quarterly Report on Form 10-Q for
the six months ended June 30, 1996;

(f) The Registrant's Current Report on Form 8-K dated
July 1, 1996;

(g) The Registrant's Current Report on Form 8-K dated
August 13, 1996;

(h) Amendment No. 1 to the Quarterly Report on Form 10-
Q for the six months ended June 30, 1996; and

(i) All other reports filed pursuant to Section 12(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 1995.






                                      - 1 -

<PAGE>




All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities  Exchange Act of 1934 prior to the filing
by the  Registrant  of a  post-effective  amendment  which  indicates  that  all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.


Item 4. Description of Securities.

Not Applicable.


Item 5. Interests of Named Experts and Counsel.

Not Applicable.


Item 6. Indemnification of Directors and Officers.

K.S.A. ss. 17-6305 provides as follows:

(a) A  corporation  shall  have  power to  indemnify  any person who was or is a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  other than an action by or in the right of the  corporation,  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding,  including  attorneys' fees, if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests  of the  corporation;  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
such  person's  conduct was unlawful.  The  termination  of any action,  suit or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a





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<PAGE>



presumption that the person did not act in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that such person's conduct was unlawful.

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

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

(d) Any  indemnification  under  subsections  (a) and (b),  unless  ordered by a
court,  shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances





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<PAGE>



because  such  director,  officer,  employee  of  agent  has met the  applicable
standard of conduct set forth in  subsections  (a) and (b).  Such  determination
shall  be made (l) by the  board of  directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not  obtainable,  or even if obtainable,  a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (3) by the stockholders.

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

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

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

(h) For purposes of this section, references to
"the corporation" shall include, in addition to the





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<PAGE>



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

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

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

The indemnification provisions in the Registrant's bylaws
are substantially identical to K.S.A. 17-6305.

The Registrant  has entered into  indemnification  agreements  with its officers
pursuant  to  which  it has  agreed  to  indemnify  them to the  fullest  extent
permitted by law and to





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<PAGE>



maintain  directors  and officer  liability  insurance in  "reasonable  amounts"
unless  the  Registrant  determines  in good faith  that such  insurance  is not
available,  that the premium costs are  disproportionate  to the  coverage,  the
coverage is limited by exclusions so as to provide insufficient benefits, or the
officer is covered adequately by similar insurance maintained by an affiliate of
Registrant.

Pursuant  to a policy  of  directors'  and  officers'  liability  insurance  are
insured,  subject  to the  limits,  retention,  exceptions  and other  terms and
conditions of the policy,  against  liability for any actual or alleged error or
misstatement or misleading  statement or act or omission or neglect or breach of
duty  while  acting  in  their  capacities  as  directors  or  officers  of  the
Registrant.

The  foregoing  indemnification  rights  would apply to  liabilities  arising or
alleged  to  have  arisen  under  the  Federal   Securities   Act.   Insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to directors,  officers or persons controlling the registrant pursuant
to the  foregoing  provisions,  the  registrant  has been  informed  that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore, unenforceable.

The Registrant's  Articles of Incorporation as amended and restated provide that
no director of the Registrant shall be held personally  liable to the Registrant
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director. Such provision does not eliminate or limit the liability of a director
(i) for any breach of the  director's  duty of loyalty to the  Registrant or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing violation of law, (iii) for improperly paid
dividends  or stock  repurchases,  or (iv) for any  transaction  from  which the
director derived an improper personal benefit.


Item 7. Exemption from Registration Claimed.

Not Applicable.








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<PAGE>



Item 8. Exhibits.

The  following  exhibits  are  filed  as a part of this  Form  S-8  Registration
Statement:

Exhibit No.             Description

4(a)                    AmVestors Financial Corporation 1996 Incentive
                        Stock Option Plan

4(b)                    Form of Incentive Stock Option Agreement

5                       Opinion of Foulston & Siefkin

24(a)                   Consent of Foulston & Siefkin (contained in Exhibit
                         5)

24(b)                   Consent of Deloitte & Touche LLP


Item 9.  Undertakings.

A. The undersigned 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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of 1933, each such post-effective amendment to 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.

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

B. The undersigned Registrant hereby undertakes that
for purposes of determining any liability under the Securities Act





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<PAGE>



of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities  Exchange Act of 1934 that is incorporated by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to  directors,  officers,  and  controlling  persons of
Registrant pursuant to the foregoing  provisions,  or otherwise,  Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by Registrant of expenses  incurred or
paid  by a  director,  officer,  or  controlling  person  of  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, Registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.







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<PAGE>



                          SIGNATURES


The  Registrant  Pursuant to the  requirements  of the  Securities  Act of 1933,
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 Form S-8
Registration  Statement to be signed on its behalf by the undersigned  thereunto
duly authorized, in the City of Topeka, State of Kansas, on October 11, 1996.


AMVESTORS FINANCIAL CORPORATION


By /s/ Ralph W. Laster, Jr.,
Ralph W. Laster, Jr.,
Chairman of the Board, Chief Executive
Officer, and Chief Financial Officer




POWER OF ATTORNEY


Each person whose  signature  appears below  constitutes  and appoints  Ralph W.
Laster,  Jr.  and Mark V.  Heitz,  and each of them,  his or her true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name, place, and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments) to this Form S-8  Registration  Statement and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents,  or any of them, or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.







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<PAGE>



Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

         Signature            Title                              Date



/s/ Ralph W. Laster, Jr.   Chairman of the Board,        October 11, 1996
Ralph W. Laster, Jr.       Chief Executive Officer,
                           Chief Financial Officer
                           and Director (Principal
                           Executive Officer,
                           Principal Accounting Officer,
                           and Principal Financial
                           Officer of the Issuer)


/s/ Mark V. Heitz            President, General           October 11, 1996
Mark V. Heitz                Counsel, and Director



/s/ Janis L. Andersen         Director                     October 14, 1996
Janis L. Andersen



/s/ Robert G. Billings        Director                      October 12, 1996
Robert G. Billings



/s/ Jack H. Brier             Director                       October 15, 1996
Jack H. Brier



/s/ R. Rex Lee, M.D.          Director                       October 12, 1996
R. Rex Lee, M.D.



/s/ Robert R. Lee              Director                       October 12, 1996
Robert R. Lee



/s/ Robert T. McElroy, M.D.    Director                       October 16, 1996
Robert T. McElroy, M.D.



/s/ James V. O'Donnell          Director                     October 12, 1996
James V. O'Donnell





- 10 -

<PAGE>






/s/ Frank T. Crohn            Director                  October 15, 1996
Frank T. Crohn



/s/ Jack R. Manning           Director                   October 14, 1996
Jack R. Manning



/s/ John F. X. Mannion        Director                   October 15, 1996
John F. X. Mannion


                                                      - 11 -

<PAGE>



                                                   EXHIBIT INDEX


                                                     Page No. in
                                                  Manually Signed
Exhibit No.          Description                      Original



4(a)                AmVestors Financial Corporation
                    1996 Incentive Stock Option Plan

4(b)                Form of Incentive Stock
                    Option Agreement

5                   Opinion of Foulston & Siefkin L.L.P.

24(a)               Consent of Foulston & Siefkin L.L.P.
                     (contained in Exhibit 5)

24(b)                Consent of Delloitte & Touche LLP

- 12 -

<PAGE>

INDEPENDENT AUDITOR'S CONSENT

We consent to the use in this  Registration  Statement  of  AmVestors 
Financial Corporation on Form S-8 of our reports dated February 29, 1996, 
appearing in the Annual Report on Form 10-K of AmVestors Financial
Corporation for the year ended December 31, 1995.

/s/ Deloitte & Touche LLP
Kansas City, Missouri
October 21, 1996

                                                   Exhibit 24(b)


                                                       - i -

<PAGE>



                                             FOULSTON & SIEFKIN L.L.P.
                                            700 Fourth Financial Center
                                               Wichita, Kansas 67202
                                                   (316)267-6371



                                                 October 18, 1996




AmVestors Financial Corporation
415 S.W. Eighth Avenue
Topeka, Kansas 66603

Re: Registration Statement on Form S-8
AmVestors Financial Corporation 1996 Incentive Stock Option Plan

Dear Sirs:

We have acted as special counsel to AmVestors  Financial  Corporation,  a Kansas
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission of a registration  statement on Form S-8
and exhibits thereto (the  "Registration  Statement")  covering the registration
under the Securities Act of 1933, as amended, of 950,000 shares of the Company's
common stock, no par value (the "Shares"),  which may be offered pursuant to the
Company's 1996 Incentive Stock Option Plan (the "Plan").

In connection with this opinion, we have examined originals, or copies certified
or  otherwise  identified  to our  satisfaction,  of such  documents,  corporate
records,  certificates,  and other  instruments  as we have deemed  necessary or
appropriate for purposes of this opinion, with respect to:

1.  The organization of the Company; and

2. The legal sufficiency of all corporate proceedings of the
Company taken in connection with the adoption of the Plan.


Based upon such examination, we are of the opinion that:

(a) The Company is a corporation, validly existing and in good
standing under the laws of the State of Kansas;

(b) The Company has taken all necessary and required corporate
action in connection with the creation of the Plan; and

Exhibit 5

- ii -

<PAGE>


(c) When the  Registration  Statement  shall have been filed with the Securities
and  Exchange  Commission,  the Shares  will,  when  issued  pursuant  to and as
described  in the  Registration  Statement  and the Plan and upon receipt by the
Company of the  consideration  for such shares as described in the  Registration
Statement and the Plan, be duly  authorized,  validly  issued,  fully paid,  and
nonassessable.


We hereby  consent  (i) to be named in the  Registration  Statement,  and in the
Prospectus which constitutes a part thereof, as the attorneys who will pass upon
legal  matters  in  connection  with  the  sale  of the  Shares  covered  by the
Registration Statement, and (ii) to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.

                           Very truly yours,

                           /s/ Foulston & Siefkin L.L.P.

                           FOULSTON & SIEFKIN L.L.P.



- iii -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26787}]
{"company-data": {"conformed-name": "AMVESTORS FINANCIAL CORP", "cik": "0000005320", "assigned-sic": "6311", "irs-number": "481021516", "state-of-incorporation": "KS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14571", "film-number": "96646031"}, "business-address": {"street1": "415 SOUTHWEST 8TH AVE", "street2": "P O BOX 2039", "city": "TOPEKA", "state": "KS", "zip": "66601", "phone": "9132333600"}, "mail-address": {"street1": "415 SOUTHWEST 8TH AVE", "street2": "P O BOX 2039", "city": "TOPEKA", "state": "KS", "zip": "66601"}, "former-company": {"former-conformed-name": "AMERICAN INVESTORS LIFE INSURANCE CO INC", "date-changed": "19860921"}}
As filed with the  Securities  and  Exchange  Commission  on October 21, 1996
                                                       Registration No. 33-_____

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

                         AMVESTORS FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                KANSAS                      48-1021516
        (State or other jurisdiction of    (I.R.S. Employer Identif-
            incorporation)                  ication Number)

                           415 Southwest Eighth Avenue
                              Topeka, Kansas 66603
                               913/232-6945
       (Address, including ZIP Code, and telephone number,  including area code,
          of registrant's principal executive offices)

                         AMVESTORS FINANCIAL CORPORATION
                     1996 INCENTIVE STOCK OPTION PLAN
                         (Full title of the Plan)

                           RALPH W. LASTER, JR.
Chairman of the Board, Chief Executive Officer, and Chief Financial Officer
                         AmVestors Financial Corporation
                           415 Southwest Eighth Avenue
                              Topeka, Kansas 66603
                               913/295-4401
         (Name, address,  including ZIP code,  and telephone  number,  including
                area code, of agent for service)

                      COPIES TO:
BENJAMIN C. LANGEL               MICHAEL H. MILLER
Foulston & Siefkin               Vice President, Assistant General Counsel
700 Fourth Financial Center      and Assistant Secretary
Wichita, Kansas 67202            AmVestors Financial Corporation
316/267-6371                     415 Southwest Eighth Avenue
                                 Topeka, Kansas 66603
                                 316/295-4401

                            CALCULATION OF REGISTRATION FEE

                                      Proposed           Proposed
Title of each                          maximum            maximum      Amount
class of secur-    Amount to          offering           aggregate    of reg-
ities to be        be regis-          price per           offering     istration
registered         tered              unit(1)              price(1)     fee

Common Stock,   950,000 shares        $14.5625            $13,834,375  $4,771.00
No Par Value
     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(c),  based on a price of $14.5625 per share being the
average of the high and low prices per share as reported in the  consolidated
reporting system on October 17, 1996.

       Exhibit          Index is located on page 10 of manually  signed original
                        Page 1 of 10 pages
PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.                       Incorporation of Documents by Reference.

   The following  documents  filed by the  Registrant  with the  Securities  and
Exchange  Commission pursuant to the Securities Exchange Act of 1934, as amended
(File No. 0-15330) are hereby  incorporated as of their respective dates in this
Registration Statement by reference:

(a) The  Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
December 31, 1995 and the financial  statements and notes and schedules  thereto
incorporated therein;

(b)  The  description  of  the  Common  Stock  contained  in  the   Registrant's
registration statement on Form 8-A dated September 23, 1987;

(c) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;

(d) The Registrant's Current Report on Form 8-K dated
April 8, 1996;

(e) The Registrant's Quarterly Report on Form 10-Q for
the six months ended June 30, 1996;

(f) The Registrant's Current Report on Form 8-K dated
July 1, 1996;

(g) The Registrant's Current Report on Form 8-K dated
August 13, 1996;

(h) Amendment No. 1 to the Quarterly Report on Form 10-
Q for the six months ended June 30, 1996; and

(i) All other reports filed pursuant to Section 12(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 1995.

                                      - 1 -
All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities  Exchange Act of 1934 prior to the filing
by the  Registrant  of a  post-effective  amendment  which  indicates  that  all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

K.S.A. ss. 17-6305 provides as follows:

(a) A  corporation  shall  have  power to  indemnify  any person who was or is a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  other than an action by or in the right of the  corporation,  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding,  including  attorneys' fees, if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests  of the  corporation;  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
such  person's  conduct was unlawful.  The  termination  of any action,  suit or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a

- 2 -
presumption that the person did not act in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that such person's conduct was unlawful.

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

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

(d) Any  indemnification  under  subsections  (a) and (b),  unless  ordered by a
court,  shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances

- 3 -
because  such  director,  officer,  employee  of  agent  has met the  applicable
standard of conduct set forth in  subsections  (a) and (b).  Such  determination
shall  be made (l) by the  board of  directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not  obtainable,  or even if obtainable,  a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (3) by the stockholders.

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

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

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

(h) For purposes of this section, references to
"the corporation" shall include, in addition to the

- 4 -
resulting corporation, any constituent corporation (including any constituent of
a  constituent)  absorbed in a  consolidation  or merger which,  if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers and employees or agents, so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  shall stand in the same position under this section
with respect to the resulting or surviving corporation as such person would have
with  respect to such  constituent  corporation  if its separate  existence  had
continued.

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

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

The indemnification provisions in the Registrant's bylaws
are substantially identical to K.S.A. 17-6305.

The Registrant  has entered into  indemnification  agreements  with its officers
pursuant  to  which  it has  agreed  to  indemnify  them to the  fullest  extent
permitted by law and to

- 5 -
maintain  directors  and officer  liability  insurance in  "reasonable  amounts"
unless  the  Registrant  determines  in good faith  that such  insurance  is not
available,  that the premium costs are  disproportionate  to the  coverage,  the
coverage is limited by exclusions so as to provide insufficient benefits, or the
officer is covered adequately by similar insurance maintained by an affiliate of
Registrant.

Pursuant  to a policy  of  directors'  and  officers'  liability  insurance  are
insured,  subject  to the  limits,  retention,  exceptions  and other  terms and
conditions of the policy,  against  liability for any actual or alleged error or
misstatement or misleading  statement or act or omission or neglect or breach of
duty  while  acting  in  their  capacities  as  directors  or  officers  of  the
Registrant.

The  foregoing  indemnification  rights  would apply to  liabilities  arising or
alleged  to  have  arisen  under  the  Federal   Securities   Act.   Insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to directors,  officers or persons controlling the registrant pursuant
to the  foregoing  provisions,  the  registrant  has been  informed  that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore, unenforceable.

The Registrant's  Articles of Incorporation as amended and restated provide that
no director of the Registrant shall be held personally  liable to the Registrant
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director. Such provision does not eliminate or limit the liability of a director
(i) for any breach of the  director's  duty of loyalty to the  Registrant or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing violation of law, (iii) for improperly paid
dividends  or stock  repurchases,  or (iv) for any  transaction  from  which the
director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.

Not Applicable.

- 6 -
Item 8. Exhibits.

The  following  exhibits  are  filed  as a part of this  Form  S-8  Registration
Statement:

Exhibit No.             Description

4(a)                    AmVestors Financial Corporation 1996 Incentive
                        Stock Option Plan

4(b)                    Form of Incentive Stock Option Agreement

5                       Opinion of Foulston & Siefkin

24(a)                   Consent of Foulston & Siefkin (contained in Exhibit
                         5)

24(b)                   Consent of Deloitte & Touche LLP

Item 9.  Undertakings.

A. The undersigned 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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of 1933, each such post-effective amendment to 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.

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

B. The undersigned Registrant hereby undertakes that
for purposes of determining any liability under the Securities Act

- 7 -
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities  Exchange Act of 1934 that is incorporated by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to  directors,  officers,  and  controlling  persons of
Registrant pursuant to the foregoing  provisions,  or otherwise,  Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by Registrant of expenses  incurred or
paid  by a  director,  officer,  or  controlling  person  of  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, Registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

- 8 -
SIGNATURES

The  Registrant  Pursuant to the  requirements  of the  Securities  Act of 1933,
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 Form S-8
Registration  Statement to be signed on its behalf by the undersigned  thereunto
duly authorized, in the City of Topeka, State of Kansas, on October 11, 1996.

AMVESTORS FINANCIAL CORPORATION

By /s/ Ralph W. Laster, Jr.,
Ralph W. Laster, Jr.,
Chairman of the Board, Chief Executive
Officer, and Chief Financial Officer

POWER OF ATTORNEY

Each person whose  signature  appears below  constitutes  and appoints  Ralph W.
Laster,  Jr.  and Mark V.  Heitz,  and each of them,  his or her true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name, place, and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments) to this Form S-8  Registration  Statement and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents,  or any of them, or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

- 9 -
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

         Signature            Title                              Date

/s/ Ralph W. Laster, Jr.   Chairman of the Board,        October 11, 1996
Ralph W. Laster, Jr.       Chief Executive Officer,
                           Chief Financial Officer
                           and Director (Principal
                           Executive Officer,
                           Principal Accounting Officer,
                           and Principal Financial
                           Officer of the Issuer)

/s/ Mark V. Heitz            President, General           October 11, 1996
Mark V. Heitz                Counsel, and Director

/s/ Janis L. Andersen         Director                     October 14, 1996
Janis L. Andersen

/s/ Robert G. Billings        Director                      October 12, 1996
Robert G. Billings

/s/ Jack H. Brier             Director                       October 15, 1996
Jack H. Brier

/s/ R. Rex Lee, M.D.          Director                       October 12, 1996
R. Rex Lee, M.D.

/s/ Robert R. Lee              Director                       October 12, 1996
Robert R. Lee

/s/ Robert T. McElroy, M.D.    Director                       October 16, 1996
Robert T. McElroy, M.D.

/s/ James V. O'Donnell          Director                     October 12, 1996
James V. O'Donnell

- 10 -
/s/ Frank T. Crohn            Director                  October 15, 1996
Frank T. Crohn

/s/ Jack R. Manning           Director                   October 14, 1996
Jack R. Manning

/s/ John F. X. Mannion        Director                   October 15, 1996
John F. X. Mannion

                                                      - 11 -
EXHIBIT INDEX

                                                     Page No. in
                                                  Manually Signed
Exhibit No.          Description                      Original

4(a)                AmVestors Financial Corporation
                    1996 Incentive Stock Option Plan

4(b)                Form of Incentive Stock
                    Option Agreement

5                   Opinion of Foulston & Siefkin L.L.P.

24(a)               Consent of Foulston & Siefkin L.L.P.
                     (contained in Exhibit 5)

24(b)                Consent of Delloitte & Touche LLP

- 12 -
INDEPENDENT AUDITOR'S CONSENT

We consent to the use in this  Registration  Statement  of  AmVestors 
Financial Corporation on Form S-8 of our reports dated February 29, 1996, 
appearing in the Annual Report on Form 10-K of AmVestors Financial
Corporation for the year ended December 31, 1995.

/s/ Deloitte & Touche LLP
Kansas City, Missouri
October 21, 1996

                                                   Exhibit 24(b)

                                                       - i -
FOULSTON & SIEFKIN L.L.P.
                                            700 Fourth Financial Center
                                               Wichita, Kansas 67202
                                                   (316)267-6371

                                                 October 18, 1996

AmVestors Financial Corporation
415 S.W. Eighth Avenue
Topeka, Kansas 66603

Re: Registration Statement on Form S-8
AmVestors Financial Corporation 1996 Incentive Stock Option Plan

Dear Sirs:

We have acted as special counsel to AmVestors  Financial  Corporation,  a Kansas
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission of a registration  statement on Form S-8
and exhibits thereto (the  "Registration  Statement")  covering the registration
under the Securities Act of 1933, as amended, of 950,000 shares of the Company's
common stock, no par value (the "Shares"),  which may be offered pursuant to the
Company's 1996 Incentive Stock Option Plan (the "Plan").

In connection with this opinion, we have examined originals, or copies certified
or  otherwise  identified  to our  satisfaction,  of such  documents,  corporate
records,  certificates,  and other  instruments  as we have deemed  necessary or
appropriate for purposes of this opinion, with respect to:

1.  The organization of the Company; and

2. The legal sufficiency of all corporate proceedings of the
Company taken in connection with the adoption of the Plan.

Based upon such examination, we are of the opinion that:

(a) The Company is a corporation, validly existing and in good
standing under the laws of the State of Kansas;

(b) The Company has taken all necessary and required corporate
action in connection with the creation of the Plan; and

Exhibit 5

- ii -
(c) When the  Registration  Statement  shall have been filed with the Securities
and  Exchange  Commission,  the Shares  will,  when  issued  pursuant  to and as
described  in the  Registration  Statement  and the Plan and upon receipt by the
Company of the  consideration  for such shares as described in the  Registration
Statement and the Plan, be duly  authorized,  validly  issued,  fully paid,  and
nonassessable.

We hereby  consent  (i) to be named in the  Registration  Statement,  and in the
Prospectus which constitutes a part thereof, as the attorneys who will pass upon
legal  matters  in  connection  with  the  sale  of the  Shares  covered  by the
Registration Statement, and (ii) to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.

                           Very truly yours,

                           /s/ Foulston & Siefkin L.L.P.

                           FOULSTON & SIEFKIN L.L.P.

- iii -