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 charter)

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

             699 WALNUT STREET                              50309-3948
             DES MOINES, IOWA                               (Zip Code)
 (Address of Principal Executive Offices)

                         AMERUS GROUP MIP DEFERRAL PLAN
                            (Full title of the plan)

                             JAMES A. SMALLENBERGER
                       SENIOR VICE PRESIDENT AND SECRETARY
                           AMERUS LIFE HOLDINGS, INC.
                                699 WALNUT STREET
                           DES MOINES, IOWA 50309-3948

                                 (515) 362-3688
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

================================================================================
     TITLE OF                       PROPOSED     PROPOSED MAXIMUM     AMOUNT OF
    SECURITIES     AMOUNT TO BE      MAXIMUM        AGGREGATE       REGISTRATION
 TO BE REGISTERED  REGISTERED(1) OFFERING PRICE   OFFERING PRICE         FEE
                                  PER SHARE(1)
--------------------------------------------------------------------------------
Deferred            $4,000,000        100%          $4,000,000       $1,180.00
Compensation
Obligations
================================================================================

  (1) Calculated pursuant to Rule 457(h).

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


<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997; and (ii) the Registrant's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the Plans meeting the  requirements  of Section 10(a) of
the Securities Act of 1933, as amended (the "Securities Act").


ITEM 4.  DESCRIPTION OF SECURITIES.

     The  Securities   being  registered  are  the  obligations  (the  "Deferred
Compensation   Obligations")   of  the   Registrant   to  pay  to   participants
("Participants")   in  the  AmerUs   Group  MIP   Deferral   Plan  (the  "Plan")
compensation, together with any earnings or losses thereon, the receipt of which
such  Participants have elected to defer until expiration of a restricted period
or, under  certain  circumstances,  until the death,  disability,  retirement or
termination  of  employment  of such  Participants.  Earnings  or losses on such
deferred  compensation  are based upon the  increase or decrease in value of the
Registrant's  Class A Common Stock.  The Deferred  Compensation  Obligations are
payable  in  the  form  approved  by  the  Human  Resources   Committee  of  the
Registrant's Board of Directors (the "Human Resources  Committee").  There is no
trading market for the Deferred Compensation Obligations.

     The Deferred Compensation  Obligations are unsecured general obligations of
the  Registrant  and rank pari  passu  with  other  secured  and  unsubordinated
indebtedness of the Registrant.  The Deferred  Compensation  Obligations are not
subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge,  encumbrance,  attachment or garnishment;  provided,  however,  that the
Human Resources Committee may provide that Deferred Compensation Obligations are
transferable to members of a Participant's  immediate  family,  including trusts
for the benefit of such family  members  and  partnerships  in which such family
members are the only  partners.  Any attempt by any person to transfer or assign
benefits under the Plan, other than as described above or other than a claim for
benefits by a Participant or his or her  beneficiary or  beneficiaries,  will be
null and void.

     The Deferred  Compensation  Obligations are not convertible  into any other
security of the  Registrant.  No trustee has been  appointed to take action with
respect to the Deferred  Compensation  Obligations and each  Participant will be
responsible  for  enforcing  his or her own rights with  respect to the Deferred
Compensation Obligations.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Joseph K. Haggerty,  Esq., Senior Vice President and General Counsel of the
Registrant,  participates  in the employee  benefit plans of the  Registrant and
holds  3,000  shares of the  Registrant's  Class A Common  Stock and  options in
respect of 10,000 shares of the Registrant's Class A Common Stock.


                                     II - 1
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

     The  Registrant's  Articles of  Incorporation  provide that the  Registrant
shall indemnify its directors to the fullest extent possible under the IBCA. The
Registrant's  Bylaws extend the same indemnity to its officers.  The Articles of
Incorporation  provide that no director shall be liable to the Registrant 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 Registrant 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  improper
personal  benefit,  or (iv)  under  the IBCA  provisions  relating  to  improper
distributions.

     The  Registrant  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  Registrant  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  Registrant's
Articles of Incorporation and Iowa law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     None.


ITEM 8.  EXHIBITS.

     The following  exhibits are filed herewith or  incorporated by reference as
part of this Registration Statement:

EXHIBIT NO.                            DESCRIPTION

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

    4.2             By-laws  (incorporated  by  reference  to Exhibit 3.2 to the
                    Registrant's   Registration   Statement  on  Form  S-1  (No.
                    333-12239)).

    5.1             Opinion of Joseph K. Haggerty,  Esq.,  Senior Vice President
                    and  General  Counsel  of  the  Registrant,   regarding  the
                    legality of the securities being registered hereunder.

    23.1            Consent of Joseph K. Haggerty,  Esq.,  Senior Vice President
                    and  General  Counsel  of the  Registrant  (included  in the
                    Opinion filed as Exhibit 5.1).

    23.2            Consent of KPMG Peat Marwick LLP.

    24.1            Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:


                                     II - 2
<PAGE>
     (1)  To file, during any period in which  offers of 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;

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

               (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;

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

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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 thereto.

                                      * * *

     (h) Insofar as indemnification for liabilities arising under the Securities
Act 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
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,  submit to a court of appropriate  jurisdiction the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.



                                     II - 3
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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,  State of  Iowa,  on this  21st day of
September , 1998.


                                          AMERUS LIFE HOLDINGS, INC.


                                          By: /S/ ROGER K. BROOKS
                                              ------------------------------ 
                                              Roger K. Brooks
                                              Chairman, President and Chief
                                              Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors and
officers of AmerUs Life Holdings,  Inc. hereby  constitutes and appoints Michael
G.  Fraizer and James A.  Smallenberger,  and each of them,  his true and lawful
attorneys-in-fact  and agents,  for him and in his name, place and stead, in any
and  all  capacities,  to  sign  one or more  amendments  to  this  Registration
Statement on Form S-8 under the  Securities  Act of 1933, as amended,  including
post-effective  amendments,  and other related  documents,  and to file the same
with the  Securities and Exchange  Commission  under said Act,  hereby  granting
power and authority to do and perform any and all acts and things  requisite and
necessary to be done in and about the  premises,  as fully as to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents may  lawfully do or cause to be done by
virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:

     SIGNATURE                        CAPACITY                      DATE


/S/ ROGER K. BROOKS         Chairman, President and Chief     September 21, 1998
----------------------      Executive Officer (Principal   
Roger K. Brooks             Executive Officer) and a 
                            Director
 
                           
/S/ MICHAEL G. FRAIZER      Senior Vice President,            September 21, 1998
----------------------      Controller and Treasurer       
Michael G. Fraizer          (Principal Financial Officer)


/S/ JOHN R. ALBERS          Director                          September 21, 1998
----------------------                                                  
John R. Albers


/S/ MALCOLM CANDLISH        Director                          September 21, 1998
----------------------                                                  
Malcolm Candlish


/S/ MAUREEN M. CULHANE      Director                          September 16, 1998
----------------------                         
Maureen M. Culhane



                                     II - 4
<PAGE>
     SIGNATURE                        CAPACITY                       DATE


/S/ THOMAS F.GAFFNEY               Director                   September 16, 1998
----------------------
Thomas F. Gaffney


/S/ ILENE B. JACOBS                Director                   September 21, 1998
----------------------
Ilene B. Jacobs


/S/ SAM C. KALAINOV                Director                   September 21, 1998
----------------------
Sam C. Kalainov
                                    

----------------------             Director
Ralph W. Laster, Jr.



/S/ JOHN W. NORRIS, JR.            Director                   September 17, 1998
-----------------------                                                         
John W. Norris, Jr.


/S/ JACK C. PESTER                 Director                   September 21, 1998
-----------------------
Jack C. Pester


/S/ JOHN A. WING                   Director                   September 21, 1998
-----------------------
John A. Wing


                                     II - 5
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                                DESCRIPTION


   5.1              Opinion of Joseph K. Haggerty,  Esq.,  Senior Vice President
                    and  General  Counsel  of  the  Registrant,   regarding  the
                    legality of the securities being registered hereunder.

   23.1             Consent of Joseph K. Haggerty,  Esq.,  Senior Vice President
                    and  General  Counsel  of the  Registrant  (included  in the
                    Opinion filed as Exhibit 5.1).

   23.2             Consent of KPMG Peat Marwick LLP.

   24.1             Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).




                                     II - 6
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{"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": "333-63895", "film-number": "98712458"}, "business-address": {"street1": "699 WALNUT STREET", "city": "DES MOINES", "state": "IA", "zip": "50309-3948", "phone": "(515) 362-3600"}, "mail-address": {"street1": "418 SIXTH AVE", "city": "DES MOINES", "state": "IA", "zip": "50309-2499"}}
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 charter)

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

             699 WALNUT STREET                              50309-3948
             DES MOINES, IOWA                               (Zip Code)
 (Address of Principal Executive Offices)

                         AMERUS GROUP MIP DEFERRAL PLAN
                            (Full title of the plan)

                             JAMES A. SMALLENBERGER
                       SENIOR VICE PRESIDENT AND SECRETARY
                           AMERUS LIFE HOLDINGS, INC.
                                699 WALNUT STREET
                           DES MOINES, IOWA 50309-3948

                                 (515) 362-3688
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
     TITLE OF                       PROPOSED     PROPOSED MAXIMUM     AMOUNT OF
    SECURITIES     AMOUNT TO BE      MAXIMUM        AGGREGATE       REGISTRATION
 TO BE REGISTERED  REGISTERED(1) OFFERING PRICE   OFFERING PRICE         FEE
                                  PER SHARE(1)
--------------------------------------------------------------------------------
Deferred            $4,000,000        100%          $4,000,000       $1,180.00
Compensation
Obligations
================================================================================

  (1) Calculated pursuant to Rule 457(h).

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997; and (ii) the Registrant's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the Plans meeting the  requirements  of Section 10(a) of
the Securities Act of 1933, as amended (the "Securities Act").

ITEM 4.  DESCRIPTION OF SECURITIES.

     The  Securities   being  registered  are  the  obligations  (the  "Deferred
Compensation   Obligations")   of  the   Registrant   to  pay  to   participants
("Participants")   in  the  AmerUs   Group  MIP   Deferral   Plan  (the  "Plan")
compensation, together with any earnings or losses thereon, the receipt of which
such  Participants have elected to defer until expiration of a restricted period
or, under  certain  circumstances,  until the death,  disability,  retirement or
termination  of  employment  of such  Participants.  Earnings  or losses on such
deferred  compensation  are based upon the  increase or decrease in value of the
Registrant's  Class A Common Stock.  The Deferred  Compensation  Obligations are
payable  in  the  form  approved  by  the  Human  Resources   Committee  of  the
Registrant's Board of Directors (the "Human Resources  Committee").  There is no
trading market for the Deferred Compensation Obligations.

     The Deferred Compensation  Obligations are unsecured general obligations of
the  Registrant  and rank pari  passu  with  other  secured  and  unsubordinated
indebtedness of the Registrant.  The Deferred  Compensation  Obligations are not
subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge,  encumbrance,  attachment or garnishment;  provided,  however,  that the
Human Resources Committee may provide that Deferred Compensation Obligations are
transferable to members of a Participant's  immediate  family,  including trusts
for the benefit of such family  members  and  partnerships  in which such family
members are the only  partners.  Any attempt by any person to transfer or assign
benefits under the Plan, other than as described above or other than a claim for
benefits by a Participant or his or her  beneficiary or  beneficiaries,  will be
null and void.

     The Deferred  Compensation  Obligations are not convertible  into any other
security of the  Registrant.  No trustee has been  appointed to take action with
respect to the Deferred  Compensation  Obligations and each  Participant will be
responsible  for  enforcing  his or her own rights with  respect to the Deferred
Compensation Obligations.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Joseph K. Haggerty,  Esq., Senior Vice President and General Counsel of the
Registrant,  participates  in the employee  benefit plans of the  Registrant and
holds  3,000  shares of the  Registrant's  Class A Common  Stock and  options in
respect of 10,000 shares of the Registrant's Class A Common Stock.

                                     II - 1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

     The  Registrant's  Articles of  Incorporation  provide that the  Registrant
shall indemnify its directors to the fullest extent possible under the IBCA. The
Registrant's  Bylaws extend the same indemnity to its officers.  The Articles of
Incorporation  provide that no director shall be liable to the Registrant 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 Registrant 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  improper
personal  benefit,  or (iv)  under  the IBCA  provisions  relating  to  improper
distributions.

     The  Registrant  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  Registrant  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  Registrant's
Articles of Incorporation and Iowa law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     None.

ITEM 8.  EXHIBITS.

     The following  exhibits are filed herewith or  incorporated by reference as
part of this Registration Statement:

EXHIBIT NO.                            DESCRIPTION

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

    4.2             By-laws  (incorporated  by  reference  to Exhibit 3.2 to the
                    Registrant's   Registration   Statement  on  Form  S-1  (No.
                    333-12239)).

    5.1             Opinion of Joseph K. Haggerty,  Esq.,  Senior Vice President
                    and  General  Counsel  of  the  Registrant,   regarding  the
                    legality of the securities being registered hereunder.

    23.1            Consent of Joseph K. Haggerty,  Esq.,  Senior Vice President
                    and  General  Counsel  of the  Registrant  (included  in the
                    Opinion filed as Exhibit 5.1).

    23.2            Consent of KPMG Peat Marwick LLP.

    24.1            Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

                                     II - 2
(1)  To file, during any period in which  offers of 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;

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

               (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;

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

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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 thereto.

                                      * * *

     (h) Insofar as indemnification for liabilities arising under the Securities
Act 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
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,  submit to a court of appropriate  jurisdiction the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                     II - 3
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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,  State of  Iowa,  on this  21st day of
September , 1998.

                                          AMERUS LIFE HOLDINGS, INC.

                                          By: /S/ ROGER K. BROOKS
                                              ------------------------------ 
                                              Roger K. Brooks
                                              Chairman, President and Chief
                                              Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors and
officers of AmerUs Life Holdings,  Inc. hereby  constitutes and appoints Michael
G.  Fraizer and James A.  Smallenberger,  and each of them,  his true and lawful
attorneys-in-fact  and agents,  for him and in his name, place and stead, in any
and  all  capacities,  to  sign  one or more  amendments  to  this  Registration
Statement on Form S-8 under the  Securities  Act of 1933, as amended,  including
post-effective  amendments,  and other related  documents,  and to file the same
with the  Securities and Exchange  Commission  under said Act,  hereby  granting
power and authority to do and perform any and all acts and things  requisite and
necessary to be done in and about the  premises,  as fully as to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents may  lawfully do or cause to be done by
virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:

     SIGNATURE                        CAPACITY                      DATE

/S/ ROGER K. BROOKS         Chairman, President and Chief     September 21, 1998
----------------------      Executive Officer (Principal   
Roger K. Brooks             Executive Officer) and a 
                            Director
 
                           
/S/ MICHAEL G. FRAIZER      Senior Vice President,            September 21, 1998
----------------------      Controller and Treasurer       
Michael G. Fraizer          (Principal Financial Officer)

/S/ JOHN R. ALBERS          Director                          September 21, 1998
----------------------                                                  
John R. Albers

/S/ MALCOLM CANDLISH        Director                          September 21, 1998
----------------------                                                  
Malcolm Candlish

/S/ MAUREEN M. CULHANE      Director                          September 16, 1998
----------------------                         
Maureen M. Culhane

                                     II - 4
SIGNATURE                        CAPACITY                       DATE

/S/ THOMAS F.GAFFNEY               Director                   September 16, 1998
----------------------
Thomas F. Gaffney

/S/ ILENE B. JACOBS                Director                   September 21, 1998
----------------------
Ilene B. Jacobs

/S/ SAM C. KALAINOV                Director                   September 21, 1998
----------------------
Sam C. Kalainov
                                    

----------------------             Director
Ralph W. Laster, Jr.

/S/ JOHN W. NORRIS, JR.            Director                   September 17, 1998
-----------------------                                                         
John W. Norris, Jr.

/S/ JACK C. PESTER                 Director                   September 21, 1998
-----------------------
Jack C. Pester

/S/ JOHN A. WING                   Director                   September 21, 1998
-----------------------
John A. Wing

                                     II - 5
EXHIBIT INDEX

EXHIBIT NO.                                DESCRIPTION

   5.1              Opinion of Joseph K. Haggerty,  Esq.,  Senior Vice President
                    and  General  Counsel  of  the  Registrant,   regarding  the
                    legality of the securities being registered hereunder.

   23.1             Consent of Joseph K. Haggerty,  Esq.,  Senior Vice President
                    and  General  Counsel  of the  Registrant  (included  in the
                    Opinion filed as Exhibit 5.1).

   23.2             Consent of KPMG Peat Marwick LLP.

   24.1             Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).

                                     II - 6