UNITED STATES
                        SEURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

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

                                    FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2000 or

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from _______________ to _______________

                        Commission file number: 33-64820

                              AMERICO LIFE, INC.
           (Exact Name of Registrant as Specified in its Charter)

               Missouri                              No. 43-1627599
       (State of Incorporation)            (I.R.S. Employer Identification No.)

        1055 Broadway                                                  64105
        Kansas City, Missouri                                       (Zip Code)
     (Address of Principal Executive Offices)

          Registrant's telephone number including area code: (816) 391-2000

          Securities Registered Pursuant to Section 12(b) of the Act: None

          Securities Registered Pursuant to Section 12(g) of the Act: None

   Indicated by check mark whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act
of 1934 during the preceding 12 months (or for such shorter  period that the
Registrant was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days.    Yes      No

   Indicate by check mark if disclosure of  delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

   Shares of common stock outstanding as of March 26, 2001:  10,000,
none of which is held by non-affiliates.

                               Documents Incorporated by Reference: None

===== ========================================================================


<PAGE>







                                TABLE OF CONTENTS

  Item                                                                     Page
                                                       PART I

<TABLE>
<S>                                                                                                            <C>
   1.      Business                                                                                            2
   2.      Properties                                                                                         12
   3.      Legal Proceedings                                                                                  12
   4.      Submission of Matters to a Vote of Security Holders                                                14

                                                      PART II

   5.      Market for Registrant's Common Equity and Related Stockholder Matters                              15
   6.      Selected Consolidated Financial Data                                                               15
   7.      Management's Discussion and Analysis of Financial Condition and Results of Operations              16
   7A.     Quantitative and Qualitative Disclosure about Market Risk                                          25
   8.      Financial Statements and Supplementary Data                                                        25
   9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure               25

                                                     PART III

   10.     Directors and Executive Officers of the Registrant                                                 26
   11.     Executive Compensation                                                                             27
   12.     Security Ownership of Certain Beneficial Owners and Management                                     28
   13.     Certain Relationships and Related Transactions                                                     28

                                                      PART IV

   14.     Exhibits, Financial Statement Schedules and Reports on Form 8-K                                    30
</TABLE>



<PAGE>


                                     PART I

ITEM 1.     BUSINESS

General

     Americo Life,  Inc.  ("Americo" or the  "Company") is a financial  services
holding company whose  subsidiaries  are engaged in providing life insurance and
annuity  products  through its life insurance and asset  accumulation  operating
segments.  At December 31, 2000, the Company had  approximately  $3.5 billion of
invested  assets under  management  and $43.5 billion of gross life insurance in
force.  Americo is  wholly-owned by Financial  Holding  Corporation  ("FHC"),  a
privately-owned corporation.

     The Company's  wholly-owned  insurance  subsidiaries are: Americo Financial
Life and Annuity  Insurance Company ("AFL") (formerly The College Life Insurance
Company of America),  Great Southern Life Insurance Company ("Great  Southern"),
United Fidelity Life Insurance  Company  ("United  Fidelity"),  National Farmers
Union Life Insurance  Company  ("National  Farmers Union"),  The Ohio State Life
Insurance Company ("Ohio State") and Financial  Assurance Life Insurance Company
("Financial Assurance").

     In addition,  the Company owns 100% of Americo Financial Services,  Inc.
and Pension  Consultants and Administrators, Inc., which comprise the marketing
operations of the Company's Americo Financial Services  ("AFS") operation.

     Historically,   the  Company's  focus  was  to  grow  principally   through
acquisitions.  This strategy has proven  successful,  providing the Company with
critical mass and a large, stable block of in force business. While acquisitions
have not been  abandoned  as a growth  strategy,  the Company has more  recently
focused on growth through new sales. The Company's  current business strategy is
to develop innovative and competitive  products and expand distribution  sources
in  its  existing  markets.  Additionally,  the  Company  intends  to  look  for
opportunities  to expand into new markets.  Presently,  the  Company's new sales
activities are divided into three divisions,  Americo Individual Sales,  Americo
Financial  Services and Americo  Preneed.  These are more fully described in the
"Life Insurance and Annuity Business" section.

     In addition to the operations  described  above,  the Company  occasionally
makes financial investments in other businesses.  The Company has an investment,
in the form of a 50% interest, in Argus Health Systems, Inc. ("Argus"), which is
engaged in  prescription  drug claim  processing.  The Company also owns several
real estate investments.

Acquisitions and Reinsurance Transactions

     As described above,  acquisitions and reinsurance  transactions  have added
significantly  to the  Company's  growth.  Since 1988,  the Company has acquired
seven  companies or blocks of insurance  policies and  continues to  investigate
acquisition  opportunities in the insurance  industry.  The principal  additions
were  College  Life in 1988,  Great  Southern in 1989,  Loyalty  Life  Insurance
Company  ("Loyalty  Life") and National  Farmers Union in 1991, The Victory Life
Insurance  Company  ("Victory Life") in 1995, Ohio State and Investors  Guaranty
Life  Insurance  Company  ("Investors  Guaranty") in 1997,  and two  significant
reinsurance  transactions in 1996 and 1995.  Victory Life was merged into United
Fidelity during 1998.


<PAGE>



     In certain transactions more fully described below, the Company has used an
unaffiliated  reinsurer  ("the  Reinsurer")  to reinsure  substantial  blocks of
insurance business that it has acquired.  Such transactions result in the policy
liabilities  and related  assets being  transferred to the Reinsurer in exchange
for a ceding  commission and  subsequently  being  reinsured to the Company on a
modified  coinsurance  basis. In these  transactions,  the assets supporting the
insurance liabilities are held in escrow for the benefit of the Company.

     In 1995 and 1996,  the Company  entered into separate  agreements  with The
Ohio Casualty Insurance Company ("Ohio Casualty"),  Fremont General  Corporation
and the Reinsurer under which the direct  liabilities of The Ohio Life Insurance
Company  ("Ohio  Life") and Fremont Life  Insurance  Company  ("Fremont  Life"),
respectively, were reinsured with the Reinsurer on a coinsurance basis. Pursuant
to these  agreements,  the  Company  services  the life  insurance  and  annuity
policies of Ohio Life and Fremont Life. At December 31, 2000,  these  agreements
covered 58,261 policies with associated liabilities totaling $404.7 million.

     On April 15, 1997,  the Company  acquired all of the  outstanding  stock of
Ohio State and Investors  Guaranty from Farmers Group, Inc. for a purchase price
of $345.4 million.  Immediately  thereafter,  Ohio State and Investors  Guaranty
entered  into  coinsurance   agreements  to  reinsure  all  of  their  insurance
liabilities  to the  Reinsurer  while  retaining  the  administration  of  these
policies.  At December  31, 2000,  the policy  liabilities  associated  with the
186,405 administered policies totaled $589.4 million.

     The  Company and the  Reinsurer  entered  into  agreements  which  reinsure
certain risks on the Ohio Life,  Fremont Life, Ohio State and Investors Guaranty
insurance policies back to the Company.  The risks associated with the Ohio Life
and Fremont Life policies are  reinsured on a 100% quota share basis.  The risks
associated with the Ohio State and Investors  Guaranty policies are reinsured on
a 70% quota share basis. These agreements provide that the assets related to the
reinsured  policies  are to be retained  by the  Reinsurer.  The  Company  began
directly  assuming  certain  of the  policies  of  Fremont  Life,  Ohio Life and
Investors Guaranty in 1996, 1997 and 1999, respectively.

     In October 1998, the Company acquired the 50% interest in College Insurance
Group,  Inc. ("CIG") not previously owned by the Company.  Through the formation
of CIG in 1993,  the Company  entered  into a joint  venture  with an  unrelated
individual  to  promote  the sale of life  insurance  and  annuity  products  in
tax-qualified  markets.  By acquiring the other 50% of the joint venture and the
related  marketing  entities  previously  wholly-owned  by the  individual,  the
Company  believes it can expand its presence in the asset  accumulation  market,
particularly the tax-qualified market.

     In May 1998, Great Southern sold the stock of Investors  Guaranty for $14.8
million,  resulting in a $4.9 million gain before income taxes.  The reinsurance
agreements  with the  Reinsurer  are  unaffected  by the sale. As of the date of
sale,  Investors  Guaranty had assets  totaling  $10.3  million and  liabilities
totaling $0.4 million.

     In May 2000, the Company entered into an agreement to permanently  reinsure
a block of payroll-deduction  life insurance business to an unaffiliated company
on an indemnity  coinsurance  basis using an effective  date of January 1, 2000.
However,  the policy liabilities remain direct liabilities of the Company in the
accompanying  consolidated  financial  statements.  As of  the  effective  date,
liabilities associated with these policies totaled $138.5 million.

Life Insurance and Annuity Business

     The  Company's  insurance  business  is  divided  into two  segments:  life
insurance  operations  and asset  accumulation  operations.  The life  insurance
operations  consist  primarily of insurance and annuity business acquired by the
Company and is supplemented by life insurance  business sold through its Americo
Individual  Sales ("AIS")  division and Americo  Preneed ("APN") sales division.
The life insurance  operations  generated $364.1 million of revenues,  or 81% of
total Company  revenues,  in 2000. The Company's asset  accumulation  operations
consist of annuity  products sold through the Company's AFS division.  The asset
accumulation  operations  generated  $57.8  million,  or  13% of  total  Company
revenues,  in 2000 and have grown at a compound annual growth rate of 35.9% over
the last four years.  Policy  liabilities and the number of policies in force as
of December 31, 2000 for the Company's segments are summarized below.


<PAGE>





<TABLE>


                                                                         Asset Accumulation
                                                      Life Insurance         Operations
                                                        Operations                                   Total
                                                                       (Dollars in thousands)
<S>                                                    <C>                  <C>                  <C>
Policyholder account balances:
     Universal life                                     $   1,433,707        $      42,290        $   1,475,997
     Annuities                                                424,632              723,118            1,147,750
                                                        -------------        -------------        -------------
                                                        $   1,858,339        $     765,408        $   2,623,747
                                                        =============        =============        =============

Reserves for future policy benefits                     $     819,943        $           -        $     819,943
                                                        =============        =============        =============

Policies in force                                             833,691               90,760              924,451
                                                        =============        =============        =============
</TABLE>

     Information  concerning  reported  revenues and income before provision for
income taxes for the Company's  operating  segments is set forth in Item 7 under
"Results of Operations-Segment Results" and in Note 12 of the Company's Notes to
Consolidated Financial Statements.

     The following  table shows the Company's  collected  premiums  during 2000,
1999 and 1998 by product  category.  The table  below  excludes  from direct and
assumed  premiums any premiums of blocks of insurance  business  which have been
permanently reinsured.
<TABLE>

                                                                      Premiums Collected
                                                                    for periods indicated
                                      -----------------------------------------------------------------------------------
                                           Life Insurance Operations                   Asset Accumulation Operations
                                      -------------------------------------        --------------------------------------

                                       First Year     Renewal        Total       First Year     Renewal        Total
                                      ------------- ------------- ------------- ------------- ------------- -------------

                                                                  (in thousands of dollars)
<S>                                        <C>          <C>            <C>           <C>              <C>        <C>
Year ended
December 31, 2000
Traditional                                20,430        76,852        97,282         1,922            27         1,949
Interest-sensitive                         17,376       137,055       154,431         2,993        14,984        17,977
                                      -----------   -----------   -----------   -----------   -----------   -----------
   Total life                              37,806       213,907       251,713         4,915        15,011        19,926
Annuities                                  26,470         3,809        30,279       172,995        44,592       217,587
                                      -----------   -----------   -----------   -----------   -----------   -----------
   Direct and assumed premiums             64,276       217,716       281,992       177,910        59,603       237,513
                                      -----------   -----------                 -----------   -----------
   Less ceded premiums                                                (36,848)                                      (53)
                                                                  -----------                               -----------
   Total                                                              245,144                                   237,460
                                                                  ===========                               ===========

Year ended
December 31, 1999
Traditional                                14,370        81,444        95,814         1,672             -         1,672
Interest-sensitive                         26,603       176,313       202,916         5,034        12,751        17,785
                                      -----------   -----------   -----------   -----------   -----------   -----------
   Total life                              40,973       257,757       298,730         6,706        12,751        19,457
Annuities                                  27,471         6,028        33,499       156,814        43,901       200,715
                                      -----------   -----------   -----------   -----------   -----------   -----------
   Direct and assumed premiums             68,444       263,785       332,229       163,520        56,652       220,172
                                      -----------   -----------                 -----------   -----------
   Less ceded premiums                                                (36,261)                                      (52)
                                                                  -----------                               -----------
   Total                                                              295,968                                   220,120
                                                                  ===========                               ===========

Year ended
December 31, 1998
Traditional                                13,411        84,929        98,340           915             -           915
Interest-sensitive                         36,455       185,374       221,829         6,152         6,840        15,992
                                      -----------   -----------   -----------   -----------   -----------   -----------
   Total life                              49,866       270,303       320,169         7,067         9,840        16,907
Annuities                                  18,979         6,377        25,356        40,491        45,975        86,466
                                      -----------   -----------   -----------   -----------   -----------   -----------
   Direct and assumed premiums             68,845       276,680       345,525        47,558        55,815       103,373
                                      -----------   -----------                 -----------   -----------
   Less ceded premiums                                                (47,059)                                  (52,752)
                                                                  -----------                               -----------
   Total                                                              298,466                                    50,621
                                                                  ===========                               ===========
</TABLE>



<PAGE>


General Sales and Marketing

     The Company began an initiative in 2000 to conduct its sales and marketing
efforts through a single life insurance  subsidiary,  Americo Financial Life and
Annuity Insurance Company. Historically, several of the Company's life insurance
subsidiaries  issued  their own  products.  The  objectives  of this  initiative
include  (i)  establishing  a  brand  name in the  marketplace  to  create  name
recognition with  policyholders and agents,  (ii) eliminating  duplicative costs
for items such as  regulatory  product  filings,  marketing  materials and other
agent  materials,  and (iii)  focusing the  Company's  financial  resources  and
personnel  on  one  of its  life  insurance  companies.  The  transition  of the
Company's sales and marketing to AFL is being completed during the first half of
2001.

Americo Individual Sales

     The Company's principal  distribution channels for AIS products are through
independent agents. Although the Company does not employ these agents, each is a
party to a general  agency  agreement  which  governs  the terms of the  agent's
relationship  with the Company.  The Company manages these agents either through
National Vice Presidents (NVP) or through  Independent  Marketing  Organizations
(IMO's).

     The Company's AIS division  offers a variety of life  insurance and annuity
products  primarily  focused on life insurance sold to individuals.  The Company
offers a portfolio of  interest-sensitive  whole life,  universal  life and term
products.  The Company also offers  equity-indexed  annuities and single premium
and flexible  premium  annuities.  Sales through the AIS division  totaled $45.1
million during 2000. The Company  measures sales as the sum of annualized  first
year premiums and excess annuity premiums.

Americo Financial Services

     Recognizing  the potential for growth from  increasing  its presence in the
growing asset accumulation  products market, the Company formed the AFS division
in 1998. The AFS division  focuses on the sale of asset  accumulation  products,
principally  tax-qualified life and annuity products sold under Sections 403(b),
401(a) and 457 of the  Internal  Revenue  Code.  These  products are marketed to
public school teachers and  administrators  through a specialized field force of
independent  producers who have captive  sales  agents.  Sales from these agents
totaled $123 million (74% of total AFS) in 2000.  The AFS operation  also offers
annuity products to individuals in the senior market through  independent  sales
organizations.  The senior market,  generally  considered to include individuals
over age 55, is expected to experience double digit annual growth resulting from
a number of factors,  including  consumer  concerns  over the adequacy of Social
Security and pension  plans and the aging of the consumer  population.  Sales in
this market totaled $44 million (26% of AFS total) in 2000.

     The Company offers a variety of life and annuity  products  through the AFS
division.  The Company's life insurance products consists of  interest-sensitive
whole life and universal life products.  The Company's  annuity products include
equity-indexed,  single  premium  and  flexible  premium  annuities.  Sales from
equity-indexed products, introduced in 1999, accounted for $121 million and $120
million of sales  through the AFS division in 2000 and 1999,  respectively.  The
equity-indexed  products  include an interest credit component which is based on
changes in the Standard & Poor's 500 Index.

Americo Preneed Sales

     In 1999,  the  Company  formed the Americo  Preneed  Division to offer life
insurance  products  focused on providing  benefits for funeral  expenses of the
insured.  The Company has developed a  relationship  with seven large  marketing
organizations  to market  preneed and final  expense  life  insurance  products.
Currently,  the Company has contacts with over 400 funeral homes and is approved
for  selling in 39 states.  The target  market for the  preneed  business is the
50-to-75 year old age group as a funding  vehicle of  pre-arrangement.  Based on
the  population  and age of this  market,  the  Company  expects  the demand for
preneed products to expand in the future.

     Sales through the APN division began in October of 1999 and have grown from
$2.2 million during 1999 to $17.5 million in 2000.


<PAGE>



Operations

     An integral part of the Company's philosophy is to improve profitability by
operating at the lowest  achievable  cost level  consistent  with providing good
service.  Over the  years,  the  Company  has made  decisions  to (i)  invest in
technology,   (ii)  centralize   certain  functions  and  (iii)  outsource  data
processing.

     The Company has made  significant  investments  in  technology to lower its
operating  costs.  Its  use of  digital  imaging  technology  has  substantially
eliminated the typical  paper-intensive  life insurance  processing  procedures,
resulting in lower operating  costs,  improved  customer service and an improved
working environment. As part of the imaging technology, the Company uses a third
party system called  Automated Work  Distributor to control workflow and perform
other  functions  designed to increase  efficiency.  As the  investment  in this
technology  is  relatively  fixed,  the Company  has been able to leverage  this
investment by increasing the number of policies administered.

     In order to more effectively manage its various insurance  operations,  the
Company has consolidated certain common functions into its Kansas City, Missouri
offices.  These centralized  functions include product  development,  marketing,
finance,  investment  management,  data  processing,  personnel  and  regulatory
compliance.   The  Company  believes  that  this  approach  allows  it  to  more
effectively manage the business and, by eliminating duplicate functions,  reduce
operating  costs and improve returns on acquired  business.  In order to provide
capital for anticipated  expenses associated with expanding sales in the AFS and
Preneed markets,  the Company has reviewed the levels of general expenses in all
of its operating and corporate  departments.  The Company  identified sources of
expense  savings in 1999 through  increased  cost controls  which  benefited the
Company beginning in 2000.

     In addition,  the Company  expects its 2000  initiative to consolidate  its
sales and  marketing  efforts  to result in  reduced  costs  during  2001.  This
reduction  should  result  from  eliminating  duplicate  costs for items such as
regulatory product filings, marketing materials and other agent materials.

     The Company  has  outsourced  its data  processing  requirements,  with the
exception of local area  networks,  through  contracts  entered into by FHC. The
principal such contract is with Computer  Sciences  Corporation  ("CSC"),  which
provides all of the  Company's  data  processing  needs.  By  outsourcing  these
functions,  the Company  believes it has reduced  operating costs by eliminating
the fixed costs  associated  with a data  processing  function  and improved its
ability to increase its policyholder  base without  significant  investment.  In
addition, the use of a vendor such as CSC provides the Company access to current
technology and access to staff with  expertise and  experience  that the Company
might not be able to employ on its own.

     Recognizing the possible benefits of the internet,  the Company is pursuing
opportunities  to integrate  the internet  into its  insurance  operations.  The
Company has developed a web site devoted to providing agents access to data such
as  pending  policy  information  and  illustration  software  updates  for  the
Company's  products.  In  addition,  the  Company is  developing  internet-based
software for use in the 403(b)  market which can be used by school  districts to
enroll their employees in tax-qualified plans.

Investments

     A significant factor  contributing to the Company's earnings is its ability
to earn investment  income  sufficient to provide for its insurance  liabilities
and  generate  a  profit.  A  portfolio   composed   principally  of  fixed-rate
investments  that  generate  predictable  yields backs the  Company's  insurance
liabilities. The yields on the Company's investments vary over time depending on
the  current  interest  rate   environment,   the  spread  at  which  fixed-rate
investments  are priced over the yield curve and other factors.  FHC manages the
Company's  invested assets as described under the heading  "Agreements with FHC"
in Item 13  appearing  elsewhere  in this Form 10-K.  The  Company's  investment
philosophy  is  conservative  with an emphasis on balancing  credit and interest
rate risk and is  influenced  by  regulatory  requirements  and  asset-liability
management principles.

     The Company's insurance subsidiaries are governed by insurance statutes and
regulations  which restrict the type of  investments  they are permitted to make
and the  amount  of funds  that may be used for any one type of  investment.  In
compliance with these  regulations and consistent with the Company's  investment
philosophy,  the Company invests  principally in investment grade securities (as
rated by  nationally  recognized  rating  organizations).  At December 31, 2000,
96.5% of the Company's fixed-rate  investments were investment grade. There were
no securities which were in default as to principal or interest.

     A goal of the Company's investment strategy is to provide liquidity for its
insurance  liabilities.  Through  computer-based  models,  the Company  conducts
studies  of the cash flow  characteristics  of its  liabilities  using  numerous
interest  rate  scenarios.  The Company  uses this  information  to assist it in
managing  the  duration of its asset  portfolio  so that it  corresponds  to the
duration of its liabilities.

     The  Company's  general   investment   philosophy  is  to  hold  fixed-rate
securities for long-term  investment.  Its  fixed-maturity  portfolio is divided
into those securities being held to maturity, those available for sale and those
held for trading  purposes.  The primary  factor which  influences the Company's
decision to  characterize  its  investments as held to maturity is the cash flow
requirements of the Company's  liabilities.  Securities have been categorized as
available for sale except for those  securities  that the Company has the intent
and ability to hold until  maturity  or has  classified  as trading.  Securities
designated  as available  for sale include those that may be sold in response to
changes  in  interest  rates,  changes  in  prepayment  risk,  liquidity  needs,
management of taxable  income,  changes in credit  quality and similar  economic
factors. The Company's trading portfolio is used to take advantage of short-term
market  value  changes.  Any gains or losses are  reported in current  earnings.
There were no investments in the trading portfolio as of December 31, 2000.

     The carrying amounts of the Company's investments at December 31, 2000 were
as follows:
<TABLE>

                                                                                           Total
                                                          Held to      Available for     Carrying
                 Investment Category                    Maturity (1)      Sale (2)         Amount       Percentage
                 -------------------                    ------------      --------         ------       ----------
                                                                               (in thousands)
<S>                                                   <C>             <C>             <C>                    <C>
Fixed maturities:
   U.S. Treasury and government securities             $     2,333     $    24,646     $    26,979            1.1
   Mortgage-backed securities:
     Collateralized mortgage obligations                   174,240          42,618         216,858            8.5
     Pass-through certificates:
       GNMA                                                 19,005          58,702          77,707            3.1
       FHLMC                                                 1,054             222           1,276            0.1
       FNMA                                                    509          26,567          27,076            1.1
       Other agency                                          4,835           7,932          12,767            0.4
   Other asset-backed securities                            18,633         152,176         170,809            6.7
   Corporate bonds                                         522,009         720,075       1,242,084           49.1
                                                       -----------     -----------     -----------     ----------

       Total fixed maturities                          $   742,618     $ 1,032,938     $ 1,775,556           70.1
                                                       ===========     ===========     -----------     ----------

Equity securities                                                                          104,771            4.1
Investment in equity subsidiaries                                                           14,259            0.6
Mortgage loans on real estate                                                              268,902           10.6
Investment real estate                                                                      30,398            1.2
Policy loans                                                                               194,651            7.7
Cash and cash equivalents                                                                  110,260            4.4
Other invested assets                                                                       32,345            1.3
                                                                                       -----------     ----------

       Total cash and invested assets                                                  $2,531,142           100.0
                                                                                       ==========      ==========
</TABLE>

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

(1)  Carrying  amount is  amortized  cost.  The market value of held to maturity
     securities at December 31, 2000 was $737.5 million.
(2)  Carrying  amount is market value.  The amortized cost of available for sale
     securities at December 31, 2000 was $1,050.4 million.

     See  Note 4 of the  Notes to  Consolidated  Financial  Statements,  and the
discussion  under  the  heading  "Investment  Portfolio"  in  Item  7  appearing
elsewhere  in  this  Form  10-K  for  information   about  the  composition  and
performance of the Company's investment portfolio and the risks inherent in such
investments.


<PAGE>



     In addition to the  investments  owned by the Company  which are  described
above,  certain investments  supporting the Company's insurance  liabilities are
held by the  Reinsurer.  These  investments  are  managed by FHC.  The  carrying
amounts,  at amortized  cost, of these  investments at December 31, 2000 were as
follows:
<TABLE>

                                                                      Total Carrying
                                                                          Amount                   Percentage
                                                                      (in thousands)
<S>                                                                  <C>                               <C>
Fixed maturities:
     U.S. Treasury and government securities                          $     47,910                      5.7
     Mortgage-backed securities                                            157,333                     18.7
     Other asset-backed securities                                         113,223                     13.4
     Corporate bonds                                                       493,002                     58.6
                                                                      ------------                  -------

         Total fixed maturities                                            811,468                     96.4
                                                                      ------------                  -------

Cash                                                                        30,345                      3.6
                                                                      ------------                  -------

         Total cash and invested assets                               $    841,813                    100.0
                                                                      ============                  =======
</TABLE>

Non-Insurance Operations

     The Company also makes selective  investments in businesses  outside of the
life  insurance  industry.  The  primary  investments  of this  nature  owned at
December 31, 2000 were the  investments  in Argus,  which is accounted for using
the equity method, and in real estate investments.  The Company's investments in
Argus  and the real  estate  investments  collectively  comprise  the  Company's
non-insurance operations segment.

     Argus:  The  Company  and an  unrelated  third  party each own a 50% equity
interest  in  Argus.   Argus  is   principally   engaged  in  the   business  of
electronically processing prescription drug claims, including providing services
in connection  with the  point-of-sale  adjudication,  processing and payment of
these  claims.   Argus'   principal   customers   include   health   maintenance
organizations,  preferred provider organizations, health insurance companies and
managed health  companies.  For 2000, Argus generated  revenues of $35.8 million
and processed over 158 million claims compared with 150 million claims processed
in 1999, an increase of 5%. At December 31, 2000,  Argus had  approximately  281
full-time  employees and maintains  its corporate  headquarters  in Kansas City,
Missouri.  Currently,  there are less than 15 prescription drug claim processors
in the managed care business. Argus faces increasing competition from other drug
claim  processors  and  customers  choosing  to  perform  their  own drug  claim
processing.

     Real Estate Investments:  The Company manages eleven investment  properties
with a carrying  value of $27.3 million  including  office space and  apartments
principally  located  in Texas  and  Missouri.  In 2000 and  1998,  the  Company
disposed  of  several  of the  properties  for  gains of $0.4  million  and $3.1
million,  respectively.  There were no such sales during 1999. The proceeds from
these sales have been reinvested in similar properties.

Reinsurance

     In keeping with industry  practices,  the Company reinsures portions of its
life  insurance   exposure  with   unaffiliated   reinsurance   companies  under
traditional indemnity reinsurance agreements. Generally, the Company enters into
indemnity  reinsurance  arrangements  to  diversify  its risk  and to limit  its
maximum  loss on risks  that  exceed  the  Company's  policy  retention  limits,
currently ranging from $50,000 to $350,000 per life.  Additionally,  the Company
has  certain  products  on which  it  reinsures  a  significant  quota  share to
unaffiliated reinsurers in order to improve the profitability of these products.
Indemnity  reinsurance does not fully discharge the Company's  obligation to pay
policy claims on the reinsured  business.  The Company  remains  responsible for
policy claims to the extent the reinsurer fails to pay such claims.  At December
31, 2000, the Company had ceded to reinsurers  approximately  $9.9 billion (23%)
of life insurance in force, of which 99% was reinsured with insurance  companies
rated "A (Excellent)" or better by A.M. Best.  Approximately $5.5 billion of the
insurance  in force was ceded to two  reinsurers,  which were both rated "A+" by
A.M. Best. The Company  evaluates the financial  strength of its reinsurers upon
inception of a reinsurance treaty and on an annual basis thereafter.


<PAGE>


     The Company has entered into several  coinsurance and modified  coinsurance
agreements with the Reinsurer with related insurance  liabilities  totaling $1.0
billion at December 31, 2000. The assets  supporting these  liabilities are held
in escrow by the  Reinsurer  for the benefit of the  Company.  The  Reinsurer is
rated  "AAA" by  Standard  and Poor's  and "A++" by A.M.  Best.  See  "Business:
Acquisitions and Reinsurance Transactions" described above.

     Certain of the insurance  subsidiaries  of the Company have ceded blocks of
insurance  under  financial  reinsurance  treaties  which  have  the  effect  of
increasing the statutory surplus of the Company. As a result of such reinsurance
transactions,  the Company has increased its statutory  surplus after the effect
of income taxes by  approximately  $12.1 million;  however,  the effect of these
reinsurance  treaties  is not  included in  stockholder's  equity of the Company
presented in accordance with generally accepted accounting  principles ("GAAP").
Financial  reinsurance increases the ceding insurer's statutory surplus with the
expectation that such increased surplus will be returned to the reinsurer out of
future  earnings,  if any,  and  guarantees  the  reinsured  against  any future
statutory losses, if any, on the policies reinsured. The ability of an insurance
subsidiary  to pay  dividends  to  Americo  may  be  adversely  affected  by the
reduction in statutory  earnings caused by reductions in the outstanding  levels
of  financial  reinsurance.  The risk fees paid to the  reinsurers  under  these
financial  reinsurance  treaties  totaled  $0.4 million and $0.6 million for the
years ended December 31, 2000 and 1999, respectively. See Note 6 of the Notes to
the  Consolidated  Financial  Statements  of  the  Company  included  in  Item 8
appearing elsewhere in this Form 10-K.

Competition and Ratings

     The  financial  services  industry in which the Company  operates is highly
competitive.  The Company competes with a large number of other insurers as well
as  non-insurance  financial  services  companies,  such  as  banks,  investment
advisors, mutual fund companies and other financial institutions,  some of which
have greater financial  resources,  offer alternative products and, with respect
to other insurers,  have higher ratings than the Company.  National banks,  with
their  preexisting  customer  bases for financial  services  products,  may pose
increasing  competition in the future to insurers who sell annuities,  including
the  Company,  as a  result  of  the  U.S.  Supreme  Court's  1994  decision  in
NationsBank of North Carolina v. Variable Annuity Life Insurance  Company.  That
decision  permits  national  banks to sell  annuity  products of life  insurance
companies in certain circumstances.

     The Gramm-Leach-Bliley  Act of 1999 implemented  fundamental changes in the
regulation  of the  financial  services  industry  in the U.S.  The Act  permits
mergers that combine  commercial banks,  insurers and securities firms under one
holding company.  Under the Act, national banks retain their existing ability to
sell  insurance  products  in some  circumstances.  In  addition,  bank  holding
companies that qualify and elect to be treated as "financial  holding companies"
may engage in activities, and acquire companies engaged in activities,  that are
"financial"  in nature or  "incidental"  or  "complementary"  to such  financial
activities,  including  acting as  principal,  agent or broker in selling  life,
property and casualty and other forms of insurance and annuities. Under the Act,
no state may prevent or interfere with affiliations  between banks and insurers,
insurance  agents or brokers,  or the  licensing  of a bank or  affiliate  as an
insurer or agent or broker.  Until  passage of the  Gramm-Leach-Bliley  Act, the
Bank Holding  Company Act of 1956, as amended,  had restricted  banks from being
affiliated with insurers.  With the passage of the Gramm-Leach-Bliley Act, among
other things, bank holding companies may acquire insurers, and insurance holding
companies may acquire banks. The ability of banks to affiliate with insurers may
materially  adversely affect all of the Company's product lines by substantially
increasing the number, size and financial strength of potential competitors.

     The Company believes that the principal  competitive factors in the sale of
life insurance and asset  accumulation  products are product  features,  product
flexibility,  product pricing and crediting rates,  commission  structure,  high
credit standing and perceived stability of insurer,  and service provided to the
policyholder  and the agent.  The Company  believes  that its ability to compete
with other  insurance  companies  is  dependent  upon its ability to attract and
retain  agents to market  its  insurance  products  and its  ability  to develop
competitive  products that are also  profitable.  The Company also competes with
other  entities in acquiring  life  insurance  companies and blocks of insurance
business.  The  acquisition  of  insurance  companies  or blocks of  business is
extremely  competitive.  Many of the companies  with which the Company  competes
have a stronger capital position, lower cost of capital and better access to the
capital markets.


<PAGE>



     A primary  factor in a  company's  ability  to compete in the sales of life
insurance  business  and the  acquisition  of life  insurance  companies  is the
ratings it receives from various rating agencies.  Two of the Company's  primary
marketing  subsidiaries,  Great  Southern  and Americo  Financial,  are rated "A
(Excellent)"  by A.M. Best and have a Claims Paying Ability rating of "A (Good)"
from  Standard  and  Poor's  Corporation  ("S&P").   Ohio  State  is  rated  "A-
(Excellent)"  by A.M.  Best and has a Claims  Paying  Ability  rating  of "BBBpi
(Good)" from S&P. National Farmers Union is rated "B+ (Very Good)" by A.M. Best.
While  ratings  do not  constitute  recommendations  to buy or sell a  company's
insurance  products,  and are subject to change or withdrawal at any time,  they
are considered an important measurement in some markets.

Regulation

     All of the Company's life insurance  company  subsidiaries are domiciled in
Texas.  One or more of the  life  insurance  subsidiaries  is  licensed  to sell
insurance in the District of Columbia and all states, except New York.

     General Regulation.  The Company is subject to comprehensive  regulation in
the various  states in which it is authorized to conduct  business.  The laws of
these states establish  supervisory agencies with broad regulatory authority to,
among  other  matters,  grant and  revoke  licenses  for  transacting  business,
regulate trade practices, establish reserve requirements,  regulate the form and
content of policies, and prescribe the type and amount of investments permitted.
These supervisory agencies periodically examine the business and accounts of the
Company's  insurance  subsidiaries  and  require  them to file  detailed  annual
statements prepared in accordance with statutory accounting practices.

     Increased scrutiny has been placed upon the insurance regulatory framework,
and a number  of state  legislatures  have  considered  or  enacted  legislative
proposals that alter,  and in many cases  increase,  state authority to regulate
insurance companies and their holding company systems. In addition, although the
federal government  generally does not directly regulate the insurance business,
federal  initiatives  often have an impact on the business in a variety of ways.
Current  and  proposed  federal  measures  that  may  significantly  affect  the
insurance  business  include  limitations  on  antitrust  immunity  and  minimum
solvency  requirements.  For a discussion of the Gramm-Leach-Bliley Act of 1999,
permitting  affiliations between banks and insurers,  see  "Business-Competition
and Ratings".  The NAIC has also taken  initiatives to reduce insurance  company
insolvencies and market conduct violations.  Most recently, the NAIC has adopted
the  Codification of Statutory  Accounting  Principles for life insurers,  which
became effective on January 1, 2001. A detailed analysis has determined that the
adoption  of  Codification  will  not  have a  material  adverse  impact  on the
statutory  financial  position  of the  Company.  Also,  the NAIC has  adopted a
revision to the Valuation of Life Insurance  Policies Model Regulation (known as
XXX Regulation).  This model  regulation  would establish new minimum  statutory
reserve  requirements for certain  individual life insurance policies written in
the future.  Before the new reserve standards can become  effective,  individual
states must adopt the  regulation.  The State of Texas  adopted  XXX  Regulation
effective  January 1, 2000. The Company  modified certain of its products during
1999 in response  to XXX  Regulation.  It is not  possible to predict the future
impact of changing state and federal regulation on the operations of the Company
and its insurance subsidiaries.

     Under  applicable  state  insurance  laws,  all of the Company's  insurance
subsidiaries  are  required  to  maintain  minimum  levels of capital  stock and
statutory  surplus.  The capital and surplus of each of the Company's  insurance
subsidiaries  exceeds  the  minimum  requirements.  In  addition,  each  of  the
Company's insurance subsidiaries is subject to the supervision of the regulators
of each state in which it is licensed.  Such regulators  have the  discretionary
authority, in connection with the continual licensing of any such subsidiary, to
limit or  prohibit  new  issuances  of business to  policyholders  within  their
jurisdiction  when, in their  judgement,  such  regulators  determine  that such
subsidiary is not maintaining adequate statutory surplus or capital. The Company
does not believe the current or anticipated  levels of statutory  surplus of its
insurance  subsidiaries  present a material risk that any such  regulator  would
limit the amount of new insurance business that an insurance  subsidiary intends
to issue.


<PAGE>



     Holding Company Regulations. Substantially all states also regulate members
of insurance  holding  company  systems.  FHC is registered as a holding company
system  pursuant to such  legislation in Texas.  The insurance  holding  company
statutes regulate certain  transactions among affiliates,  including the payment
of  dividends  by an  insurance  company to its parent.  Generally,  without the
consent of the domiciliary state's insurance commissioner,  an insurance company
may  not pay  dividends  to its  parent  in  excess  of the  greater  of (i) the
insurer's  prior year  statutory  net gain from  operations,  or (ii) 10% of its
prior year ending statutory capital and surplus. Dividends may be paid only from
statutory  earned  surplus as determined  by the Texas  Department of Insurance.
Generally,   state  laws  require  an  insurance  company  to  file  a  dividend
notification prior to payment of ordinary dividends.

     Under Texas  regulations,  interest and principal on surplus debentures may
be paid only with prior approval of the Texas  Department of Insurance.  Surplus
debentures  issued by United Fidelity contain payment  schedules which have been
approved by the Texas Department of Insurance.  Therefore,  United Fidelity does
not require  approval from the Texas Department of Insurance for each payment of
principal and interest unless such payments differ from the approved schedule.

     Risk-Based  Capital  Requirements.  The NAIC's  risk-based  capital ("RBC")
rules are used to  evaluate  the  adequacy of  statutory  capital and surplus in
relation to a company's  investment and insurance risks. The RBC formula is used
by the states as an early warning tool to identify  under-capitalized  companies
for the  purpose of  initiating  regulatory  action.  Generally,  action will be
triggered when the ratio of a company's total adjusted  capital  (defined as the
total of its statutory capital,  surplus and asset valuation reserve ("AVR")) to
its Authorized  Control Level RBC (the "RBC Ratio") falls below 200%. Based upon
the Company's  calculations,  all of its insurance  subsidiaries  had RBC ratios
exceeding 200% at December 31, 2000.

     There can be no assurance that  insurance-related laws and regulations will
not become more  restrictive  in the future and thereby have a material  adverse
effect on the  operations  of the  Company or on the  ability  of the  Company's
subsidiaries to make payments on the surplus  debentures or to pay dividends and
thus on the Company's ability to service its debt.

Employees

     At  March 1,  2001,  Americo  and its  wholly-owned  subsidiaries  employed
approximately 630 persons.


<PAGE>


ITEM 2.    PROPERTIES

     The  principal  executive  offices  of the  Company  are  located  at  1055
Broadway,  Kansas City,  Missouri  64105 and the Company's  telephone  number is
(816) 391-2000.

     The principal  operations of the insurance  subsidiaries are conducted from
Kansas City,  Missouri and Dallas,  and Austin,  Texas. The Company's  locations
include  leased office space  located at 1055  Broadway,  Kansas City,  Missouri
64105 and 333 West 11th Street,  Kansas City,  Missouri 64105.  These properties
are leased from Broadway Square  Partners,  a Missouri limited  partnership,  of
which a  corporation  controlled by a related party is a partner as described in
the "Certain  Relationships and Related Transactions" section included elsewhere
in this Form 10-K.  The leases  expire on August 31,  2010 and August 31,  2013,
respectively.

     The Company  occupies leased office space located at 500 N. Akard,  Dallas,
Texas 75221. The lease expires in June 2007.

     The Company also  occupies  leased  office space located at 3755 Capitol of
Texas Highway South,  Austin, Texas 78704. The two leases related to this office
space expire in May 2001 and 2003.

ITEM 3.    LEGAL PROCEEDINGS

     Great Southern is a defendant in four purported  class action lawsuits that
were consolidated in May 1998 for multidistrict  litigation pretrial proceedings
in the U.S.  District  Court  for the  Northern  District  of Texas (In re Great
Southern Life  Insurance  Company Sales  Practice  Litigation).  These  lawsuits
allege deceptive sales practices in the marketing of Great Southern's whole life
and  universal  life  insurance  policies  and  seek  unspecified  compensatory,
punitive  and/or  treble  damages.  On March 14, 2000,  the court filed an order
certifying  a class of all current and former  owners of excess  interest  whole
life and/or universal life policies issued from 1982 through 1997. Additionally,
on August 13,  1998,  a fifth  purported  class  action  lawsuit  also  alleging
deceptive  sales  practices was filed  against Great  Southern in state court in
Dallas, Texas (Ebling v. Great Southern Life Insurance Co., 68th District Court,
Dallas County, Texas.) In December 2000, the Ebling action was dismissed without
prejudice for want of  prosecution.  The dismissal order became final in January
2001.

     On July 16,  1998,  Great  Southern,  Fremont  Life  Insurance  Company and
Fremont General Corporation (collectively Fremont) were named as defendants in a
purported  class action  lawsuit  arising out of the sale of, and  imposition of
surrender  charges under,  deferred annuity  contracts  (Gularte v. Fremont Life
Ins. Co., et al., Los Angeles Superior Court, Los Angeles, California). On April
2, 1999, the court entered judgment dismissing with prejudice the action against
Great Southern and all other  defendants.  On May 31, 2000, the California Court
of Appeals affirmed the dismissal of plaintiff's  fraud and reformation  claims,
but  reversed  the  dismissal of claims  alleging  unconscionability,  breach of
covenant  of  good  faith  and  fair  dealing,  and  statutory  unfair  business
practices.  The California Supreme Court denied defendants' petition for review,
and the case has been remanded to the trial court for further proceedings.

     Great  Southern  and the  Company,  together  with one of Great  Southern's
general  agents,  Great  American  Life  Underwriters   ("GALU"),   Entrepreneur
Corporation,  Mercantile Life Insurance Company,  American Planning  Corporation
and various  individuals,  including  certain officers of Great Southern and the
Company,  are named defendants in an action that was certified as a class action
on April 28, 1998 (Thibodeau et al. v. Great American Life Underwriters, et al.,
District  Court,  Dallas  County,  Texas).  The  class  members,  who were  life
insurance  agents for GALU,  allege that they were defrauded by defendants  into
surrendering renewal commissions in return for the promise of stock ownership in
an unrelated company (Entrepreneur  Corporation) to be made public at some point
in the future.  On July 26, 2000, the Court  approved a class action  settlement
pursuant to which Great Southern paid $1.1 million to settle the claims asserted
by the  plaintiff  class.  The  costs  of  implementing  the  settlement,  after
consideration of amounts provided in the consolidated financial statements,  did
not have a material  adverse  effect on the financial  condition of the Company.
Some members of the class appealed the trial court's approval of the settlement,
which  appeal is pending.  Shortly  before the  settlement  was  approved by the
Court,  a  co-defendant  named in the  lawsuit,  Norman  T.  Faircloth,  filed a
cross-claim  against  several of the other  defendants,  including  the Company,
Great Southern, Great American Life Underwriters,  Inc., Entrepreneur Corp., and
certain  officers of Great  Southern and the Company.  The  cross-claim  asserts
claims similar to those  asserted by the  plaintiffs in the underlying  lawsuit,
and seeks similar relief including actual damages,  treble and punitive damages,
emotional  distress  damages and an accounting.  The cross-claim is brought by a
single  individual  and does not seek  relief  on behalf of a class or any other
persons. The Court has severed this cross-claim.

     On July 2, 1999, a purported  class action  lawsuit  (Notzon v. The College
Life Insurance  Company of America,  et al., 111th District Court,  Webb County,
Texas) was filed  against the  Company,  The College Life  Insurance  Company of
America and several of its  officers,  directors and other  affiliated  parties,
several  other  subsidiaries  of  the  Company  and  several  other  defendants.
Plaintiff's claims against the various defendants include allegations of various
misrepresentations,  deceptive  trade  practices  and  statutory  violations  in
connection with the marketing and  administration  of deferred  annuity and life
insurance  products sold to school  teachers and others.  The suit seeks actual,
rescissory,  treble and punitive damages,  as well as injunctive and declaratory
relief.  The suit  initially  was removed to federal  court but was  remanded to
state court.

     On October 21, 1999, a purported  class  action  lawsuit was filed  against
Great Southern in Orange County Superior Court, California (Alexander v. Fremont
General  Corporation,  Fremont  Life  Insurance  Co.,  and Great  Southern  Life
Insurance Co.). Plaintiff alleges  misrepresentations and other wrongful conduct
in connection  with the imposition of increased cost of insurance  charges under
certain  universal  life  policies  assumed or issued by Fremont Life  Insurance
Company, and which were subsequently  assumed by Great Southern.  The suit seeks
actual and punitive damages, as well as injunctive and restitutionary relief and
an accounting.

     On August 16,  1999,  a purported  class  action  lawsuit  (Pritzker v. The
College Life Insurance Company of America,  and Loyalty Life Insurance  Company,
U.S.  District  Court for the District of  Massachusetts)  was filed against the
Company's subsidiary,  The College Life Insurance Company of America, and former
subsidiary,     Loyalty    Life    Insurance    Company.    Plaintiff    alleges
misrepresentations, breach of contract, and other wrongful conduct in connection
with the  imposition  of  increased  cost of  insurance  charges  under  certain
universal life policies assumed by defendants. Plaintiff also alleges defendants
paid  less  than the  minimum  guaranteed  interest  due  under  such  policies.
Plaintiff  also has sought leave to add a claim that  defendants  misrepresented
the amount of interest paid in excess of the guaranteed amounts.  The suit seeks
actual  and  punitive  damages,  restitutionary  and  injunctive  relief  and an
accounting.

     On November  22, 1999, a purported  class  action  lawsuit  (Knauer v. Ohio
State  Life  Insurance  Company)  was filed in the Court of Common  Pleas,  Erie
County,  Ohio, and  subsequently  was removed by defendant to the U.S.  District
Court for the  Northern  District of Ohio,  Western  Division.  The suit alleged
misrepresentations  and  other  wrongful  conduct  wherein  defendant  allegedly
collected  premiums for life insurance  policies prior to being bound to provide
coverage and allegedly  misrepresented  that  premiums  would  "vanish"  after a
certain  time  period.  The  suit  sought  actual  and  punitive  damages,   and
declaratory,  restitutionary  and  injunctive  relief.  The suit was  settled in
January  2001  by  a  payment  of a  nominal  amount  to  the  individual  named
plaintiffs.  Plaintiffs'  class  allegations were withdrawn and their individual
claims were dismissed with prejudice.

     A  purported  class  action  lawsuit  (Elizabeth  Lukens v. Ohio State Life
Insurance Company) was filed in the U.S. District Court for the Eastern District
of  California  in November,  2000.  The suit alleges that on or before June 25,
1990,  defendant breached the terms of its universal life policies by increasing
its insurance rates without  justification.  The suit alleges that the increased
rates  were   improperly   motivated  by  defendant's   desire  to  pass  on  to
policyholders its increased tax liabilities under federal  legislation passed in
1990 governing the tax accounting for deferred  policy  acquisition  costs.  The
suit  asserts  claims for breach of  contract,  breach of duty of good faith and
fair dealing,  and acts of unfair competition under the California  Business and
Professions  Code.  The  suit  seeks   compensatory  and  exemplary  damages  in
unspecified amounts, in addition to injunctive and restitutionary relief.

     The Company and its  subsidiaries  named in the above pending  actions deny
any  allegations  of  wrongdoing  and intend to defend the  actions  vigorously.
Although  plaintiffs  in  these  actions  generally  are  seeking  indeterminate
amounts,  including  punitive and treble  damages,  such amounts could be large.
Although  there can be no  assurances,  at the present time the Company does not
anticipate  that the ultimate  liability  arising from such pending  litigation,
after   consideration  of  amounts   provided  in  the  consolidated   financial
statements,  will have a material  adverse effect on the financial  condition of
the  Company.  However,  in light of the  indeterminate  amounts  sought in such
matters and the inherent  unpredictability of legal proceedings,  it is possible
that  an  adverse  outcome  in any one or more of  these  matters  could  have a
material  adverse  effect on the Company's  operating  results and cash flows in
particular quarterly or annual periods.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.



<PAGE>


                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

     All of the outstanding  shares of capital stock of the Company are owned by
FHC.  There is no established  public  trading market for the Company's  capital
stock.

ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA

     The historical financial  information for the five years ended December 31,
2000 and at December 31, 2000,  1999,  1998, 1997 and 1996 has been derived from
the audited  Consolidated  Financial  Statements  of the  Company.  The selected
consolidated  financial  data set forth below is  qualified  in its  entirety by
reference to and should be read in conjunction with "Management's Discussion and
Analysis of Financial  Condition and Results of  Operations,"  and the Company's
Consolidated  Financial  Statements and the Notes thereto included  elsewhere in
this Form 10-K.
<TABLE>

                                                                     Year Ended December 31,
                                              ----------------------------------------------------------------------
                                                        (Dollars in thousands, except per share amounts)

                                                2000 (3)        1999        1998 (2)       1997 (1)        1996
                                                --------        ----        --------       --------        ----
<S>                                          <C>           <C>           <C>            <C>           <C>
Statement of Income Data:
Premiums and policy revenues                  $   220,691   $   224,896   $   218,582    $   203,729   $   165,602
Net investment income                             225,517       227,622       226,534        219,267       186,725
Net realized investment gains (losses)             (6,573)        4,174         8,284          2,950          (120)
Gain on disposition of partnership interest             -             -             -              -        15,825
Other income                                       10,792         6,147        12,163         12,331         3,567
                                               ----------   -----------   -----------     ----------    ----------
    Total income                                  450,427       462,839       465,563        438,277       371,599
Policyholder benefits                             261,195       261,342       251,506        262,940       218,659
Commissions                                         4,348         8,928         8,439         11,230        13,473
Amortization expense                               67,998        73,643        87,189         43,694        29,714
Interest expense                                   10,057        11,704        12,057         12,089        12,263
Other operating expenses                           84,389        91,004        94,345         77,038        56,703
                                               ----------   -----------   -----------     ----------    ----------
Income before provision for income taxes           22,440        16,218        12,027         31,286        40,787
Provision for income taxes                          7,568         4,744         3,235          9,230        13,513
                                               ----------   -----------   -----------     ----------    ----------
Net income                                    $    14,872   $    11,474   $     8,792    $    22,056   $    27,274
                                              ===========   ===========   ===========    ===========   ===========

Net income applicable to common stock per
 common share                                 $  1,487.20   $  1,147.40   $    879.20    $  2,205.60   $  2,727.40
                                              ===========   ===========   ===========    ===========   ===========

Average common shares outstanding                  10,000        10,000        10,000         10,000        10,000
                                                   ======        ======        ======         ======        ======

Balance Sheet Data:
Total investments                             $ 2,420,881   $ 2,361,019   $ 2,346,395    $ 2,125,813   $ 2,018,852
Total assets                                    4,241,154     4,188,162     4,105,814      4,061,236     2,769,583
Total debt                                        102,297       111,165       132,533        132,884       133,312
Total liabilities                               3,986,492     3,962,848     3,848,634      3,814,374     2,562,561
Stockholder's equity                              254,662       225,314       257,180        246,862       207,022
</TABLE>

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

(1) On April 15, 1997, the Company acquired all of the outstanding  common stock
    of Ohio State and Investors Guaranty.

(2) On October 1, 1998, the Company acquired the 50% of College Insurance Group,
    Inc. not previously owned by the Company.

(3) Effective  January 1, 2000,  the  Company  disposed  of a block of  payroll-
    deduction life insurance business.


<PAGE>


ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS

     The following  discussion analyzes  significant items affecting the results
of operations and the financial condition of the Company. In connection with the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995, the Company cautions readers regarding certain forward-looking  statements
contained in this report and in any other  statements  made by, or on behalf of,
the Company,  whether or not in future  filings with the Securities and Exchange
Commission (the "SEC").  Forward-looking  statements are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial results, or other developments. Statements using verbs such as "plan",
"anticipate",  "believe",  "expect" or words of similar import generally involve
forward-looking  statements.  Without  limiting the  foregoing,  forward-looking
statements  include  statements which represent the Company's beliefs concerning
future  levels of sales and  surrenders of the  Company's  products,  investment
spreads  and  yields,  or  the  earnings  and  profitability  of  the  Company's
activities.

     Forward-looking   statements  are   necessarily   based  on  estimates  and
assumptions that are inherently  subject to significant  business,  economic and
competitive  uncertainties  and  contingencies,  many of which  are  beyond  the
Company's control and many of which are subject to change.  These  uncertainties
and  contingencies  could cause actual results to differ  materially  from those
expressed  in any  forward-looking  statements  made by,  or on behalf  of,  the
Company.  Whether or not actual results differ  materially from  forward-looking
statements may depend on numerous  foreseeable and  unforeseeable  developments.
Some may be national in scope, such as general economic  conditions,  changes in
tax law and  changes in  interest  rates.  Some may be related to the  insurance
industry generally,  such as pricing  competition,  regulatory  developments and
industry consolidation.  Others may relate to the Company specifically,  such as
credit,  volatility  and other risks  associated  with the Company's  investment
portfolio. Investors are also directed to consider other risks and uncertainties
discussed in documents filed by the Company with the SEC. The Company  disclaims
any obligation to update forward-looking information.  This discussion should be
read in conjunction with the accompanying  consolidated financial statements and
the notes thereto.

General

     Changes in the  Company's  volume of life  insurance  in force and  annuity
policyholder  account  balances  for the last three years is  summarized  in the
following table. These changes reflect the Company's shift from traditional life
insurance products to its asset accumulation  business. The table below excludes
inforce of blocks of insurance business which have been permanently reinsured.
<TABLE>

                                                                2000              1999             1998
                                                                ----              ----             ----
(In billions)

<S>                                                            <C>              <C>               <C>
Beginning of year balance                                      $    37.3        $    39.2         $    41.6
Insurance business acquired or assumed                               0.6              0.6               0.3
New business written                                                 2.7              2.8               4.0
Terminations and dispositions                                       (7.0)            (5.3)             (6.7)
                                                               ---------        ---------         ---------
End of year balance                                            $    33.6        $    37.3         $    39.2
                                                               =========        =========         =========

(In millions)

Annuity policyholder account balances                          $ 1,147.8        $ 1,122.4         $ 1,042.6
                                                               =========        =========         =========
</TABLE>

     The following  table  summarizes the Company's  sales in terms of collected
first year premiums over the three-year period ended December 31, 2000.
<TABLE>

                                                                2000              1999             1998
                                                                ----              ----             ----
                                                                             (in millions)

<S>                                                            <C>              <C>               <C>
Life insurance premiums                                        $    42.7        $    47.7         $    56.9
Annuity premiums                                                   199.5            184.3              59.5
                                                               ---------        ---------         ---------
                                                               $   242.2        $   232.0         $   116.4
                                                               =========        =========         =========
</TABLE>



<PAGE>


Segment Results

     Revenues  and  income  before  income  taxes  for the  Company's  operating
segments,  as defined by Statement of Financial Accounting Standard ("SFAS") No.
131, "Financial Reporting for Segments of a Business Enterprise",  is summarized
as follows (in millions) : <TABLE>

                                 Life                        Asset Accumulation                       Non-Life
                              Insurance                           Products                           Insurance
                              Operations                         Operations                         Investments
                    -------------------------------     ------------------------------     -------------------------------

                      2000       1999      1998          2000       1999      1998           2000      1999       1998
                      ----       ----      ----          ----       ----      ----           ----      ----       ----

<S>                   <C>        <C>       <C>            <C>        <C>       <C>             <C>       <C>        <C>
Revenues              $364.1     $398.4    $417.5         $57.8      $42.6     $21.8           $4.9      $6.0       $8.0
Income (loss)
  before income
   taxes                46.8       43.9      54.4          10.6        0.6       3.9            1.9       4.0        6.8
</TABLE>


     Life  insurance  operations.  Income  before  income taxes  increased  $2.9
million  from  1999 to 2000.  This  increase  in  profits  is due to (i) a $10.5
million decrease in death benefits, net of reserves for policy benefits released
on  traditional  death  benefits,  offset  by (ii) a $4.6  million  decrease  in
deferred policy acquisition costs resulting from revisions made to the Company's
estimate of future gross  profits from its  interest-sensitive  life and annuity
products in both 2000 and 1999.  In  addition,  amortization  expense of cost of
business  acquired  assets  increased  $2.9 million on a closed block of annuity
business in 2000 due to higher  levels of  surrenders  in 2000.  This  increased
amortization  expense  was  partially  offset  by a  $1.0  million  increase  in
surrender  charge  revenue on this same block of business.  Income before income
taxes  decreased  $10.5  million from 1998 to 1999.  This decrease in profits is
primarily due to a $9.6 million increase in death benefits in 1999.

     Asset  accumulation   products  operations.   Income  before  income  taxes
increased  $10.0 million from 1999 to 2000. The primary reasons for the increase
were (i) a $3.5 million increase in deferred policy  acquisition costs resulting
from revisions  made to the Company's  estimate of future gross profits from its
interest-sensitive  life and annuity products in both 2000 and 1999, (ii) a $2.7
million  increase in surrender  charge  revenue  resulting from higher levels of
surrenders in 2000, and (iii) an increase in interest margins due to higher fund
values on annuity  business in 2000.  Income before income taxes  decreased $3.3
million  from  1998 to 1999.  The  primary  reasons  for the  decrease  were (i)
adjustments to deferred policy  acquisition  costs resulting from revisions made
to the Company's  estimate of future gross  profits from its  interest-sensitive
life and  annuity  products  in both 1999 and  1998,  and (ii)  increased  death
benefits in 1999.

     Non-life insurance  investments.  Income before income taxes decreased $2.1
million from 1999 to 2000. The primary  reasons for the decrease were (i) a $1.8
million  decrease in income from Argus in 2000 and (ii) a $0.5 million  decrease
in income from the real estate  entities.  Income before income taxes  decreased
$2.8  million from 1998 to 1999.  The primary  reason for the decrease is a $3.1
million  decrease in net  realized  investment  gains on the sale of  investment
properties in 1999 compared to 1998.

     The difference  between the segment revenues and income before income taxes
shown above and the amounts  reported in the  Company's  consolidated  financial
statements appearing elsewhere in this Form 10-K result from items not allocated
to specific segments. The significant reconciling items are interest expense and
a portion of (i) net  investment  income,  (ii)  operating  expenses,  (iii) net
realized investment gains or losses and (iv) certain non-recurring  transactions
such as gains  from the sale of  subsidiaries.  The  reconciling  items  had the
effect of  decreasing  income  before  income taxes by $3.1 million from 1999 to
2000. The primary reasons for the decrease were (i) a $10.8 million  increase in
net realized investment losses not allocated to segments,  offset by (ii) a $3.9
million decrease in operating expenses due to cost controls implemented in 2000,
(iii) a $1.9 million increase in net investment income related to a reduction in
the unrecovered ceding commission due to the Reinsurer,  and (iv) a $1.6 million
decrease in interest expense due to lower average  outstanding  notes payable in
2000 compared to 1999.

     Similar reconciling items had the effect of increasing income before income
taxes by $20.7 million from 1998 to 1999.  The primary  reasons for the increase
were (i) a $14.8 million increase in net realized investment gains not allocated
to segments,  (ii) a $3.7 million increase in net investment income related to a
reduction in the  unrecovered  ceding  commission due to the Reinsurer,  (iii) a
$5.9 million decrease in advisory and data processing fees paid to FHC, and (iv)
a $6.8 million decrease in expenses not allocated to specific  segments,  offset
by (v) a $4.9  million  gain  from  the  sale of a  subsidiary  in 1998 and (vi)
expenses related to costs associated with litigation in 1999.


<PAGE>



Consolidated Year to Year Comparisons

     Year Ended December 31, 2000 Compared with Year Ended December 31, 1999

     In May 2000, the Company entered into an agreement to permanently  reinsure
a block of payroll-deduction  life insurance business to an unaffiliated company
on an indemnity  coinsurance  basis using an effective  date of January 1, 2000.
The  policy  liabilities  remain as direct  liabilities  to the  Company  in the
accompanying  consolidated  financial  statements.  As of  the  effective  date,
liabilities  associated with these policies  totaled $138.5  million.  Under the
reinsurance  agreement,  the Company  transferred  cash assets  totaling  $100.0
million and  miscellaneous  assets  totaling  $17.1 million to the  unaffiliated
reinsurer.  In addition,  the Company removed deferred policy  acquisition costs
totaling $20.3 million from its consolidated financial statements in conjunction
with this  disposition.  In order to fund the cash  transfer,  the Company  sold
fixed  maturity  held to maturity  investments  with an amortized  cost of $54.6
million and realized net investment  losses of $0.3 million on those sales.  The
Company will continue to service these  policies for a fee paid by the reinsurer
for  a  period  of  time  defined  in  the  related  servicing  agreement.  This
transaction has no significant  effect on the Company's  consolidated  financial
position or results of operations.

     The following  table  summarizes the effects of this business on components
of the Company's income statement during 1999 (in millions):
<TABLE>

<S>                                                                     <C>
                  Premiums and policy revenues                          $ 15.2
                  Net investment income                                    8.2
                  Policyholder benefits                                   13.8
                  Amortization expense                                     4.2
</TABLE>

     Income before income taxes increased $6.2 million to $22.4 million in 2000.
The primary  reasons for the  increase  were (i) lower  death  benefits,  net of
reserves for  policyholder's  benefits  released on traditional  death benefits,
(ii) an increase in surrender charge revenue resulting from higher surrenders in
2000, (iii) a decrease in other operating  expenses resulting from cost controls
implemented  in 2000,  (iv) an increase in net  investment  income  related to a
reduction in the  unrecovered  ceding  commission  due the  Reinsurer  and (v) a
decrease  in  interest  expense,  partially  offset by (vi) an  increase  in net
realized  investment  losses  and  (vii) a  decrease  in  income  from  non-life
insurance subsidiaries.

     Premiums and policy  revenues.  Premiums and policy revenues totaled $220.7
million in 2000 compared to $224.9 million in 1999.  Excluding the effect of the
payroll-deduction business, premiums and policy revenues increased $11.0 million
from 1999 to 2000.  Premiums from traditional life insurance  business increased
$10.3 million.  First year premiums on life insurance sold in the preneed market
increased $14.7 million in 2000 compared to 1999.  Sales in this market began in
the 4th quarter of 1999.  The  increase  in the  preneed  market was offset by a
decrease in premiums  from the remainder of the  Company's  inforce  traditional
life  insurance  business.  Policy  revenues  from  interest-sensitive  life and
annuity  products  increased  $0.7 million from 1999 to 2000.  This increase was
primarily  due to (i) a $2.7  million  increase in  surrender  charges  from the
Company's asset accumulation business, (ii) a $1.0 million increase in surrender
charges  related to a closed block of annuity  business,  offset by (iii) a $3.9
million  decrease in  administration  charges on the  Company's  universal  life
insurance business.

     Net investment income. Net investment income totaled $225.5 million in 2000
compared to $227.6 million in 1999. Net investment  income  decreased due to (i)
the transfer of the invested assets  supporting the  payroll-deduction  business
which was reinsured  effective  January 1, 2000, (ii) a $7.5 million decrease in
net investment income on investments held by the Reinsurer, (iii) a $2.3 million
decrease  in income  from  equity  subsidiaries,  offset by (iv) a $1.9  million
increase in net  investment  income  related to a reduction  in the  unrecovered
ceding commission due to the Reinsurer,  (v) a $2.6 million increase in mortgage
loan net investment  income and (vi) an increase in net investment income on the
Company's remaining bond portfolio.

     The increase related to the Company's remaining bond portfolio is primarily
due to an increase in assets  supporting  the asset  accumulation  business from
sales in the Company's Americo Financial Services sales division.

     The increase in investment  income  related to the Company's  mortgage loan
portfolio is due to an increase in the average mortgage loan balance from $218.1
million  in 1999 to  $246.2  million  in 2000.  This  increase  was  offset by a
decrease in the average yield of the portfolio from 1999 to 2000.

     The decrease  related to investments held by the Reinsurer is due primarily
to a $5.5 million decrease in net investment income on a closed block of annuity
business.  The decrease in  investment  income and the  associated  $4.5 million
decrease of interest  credited on  policyholder  fund values resulted from lower
aggregate fund values.

     Net realized  investment  gains (losses).  Net realized  investment  losses
totaled $6.6 million in 2000 compared to net realized  investment  gains of $4.2
million in 1999. In 2000,  the Company  realized  losses of $11.4 million on the
sale of fixed  maturity  investments  and gains of $4.3  million  on the sale of
common stocks.  In 1999, the Company  realized gains of $2.6 million on the sale
of  common  stocks  and  gains of $2.6  million  on the  sale of fixed  maturity
investments.

     Included in 2000 and 1999  realized  investment  gains and losses were $8.3
million of losses and $0.6 million of gains,  respectively,  on short  positions
held on common stocks and fixed maturity investments by the Company. There was a
like amount of change in market value on the related long position of the common
stocks and fixed maturity  investments  which is included in unrealized gains in
stockholder's equity.

     Other income.  Other income  totaled $10.8 million in 2000 compared to $6.1
million in 1999. The increase primarily relates to a service fee received during
2000 from the reinsurer of a block of payroll-deduction life insurance business.
The Company  reinsured this business  effective January 1, 2000;  therefore,  no
such fee was received during 1999.

     Policyholder benefits. Policyholder benefits totaled $261.2 million in 2000
compared   with   $261.3   million  in  1999.   Excluding   the  effect  of  the
payroll-deduction  business,  policyholder benefits increased $13.7 million from
1999 to 2000. This increase resulted primarily from (i) a $12.7 million increase
in interest  credited on universal life and annuity fund  balances,  (ii) a $4.3
million  increase  in  other  policyholder  benefits  and  (iii) a $6.6  million
decrease in reserve reduction,  offset by (iv) a $10.0 million decrease in death
benefits.

     Interest credited on fund balances increased $12.4 million due to increased
fund  values  related to the asset  accumulation  business.  This  increase  was
partially  offset by a $4.5  million  decrease in interest  credited on a closed
block of annuity  business  resulting from lower  aggregate  fund values.  Other
policyholder  benefits  increased  primarily  due to an  increase  in  surrender
benefits on closed blocks of traditional  life business.  The reserve  reduction
decrease in 2000 was due to increased  traditional  life premiums in the preneed
market offset by increased  reserves  released on higher  surrender  benefits in
2000 on closed blocks of traditional life insurance business.

     Amortization  expense.  Amortization  expense totaled $68.0 million in 2000
compared   with   $73.6   million   in  1999.   Excluding   the  effect  of  the
payroll-deduction  business,  amortization  expense  decreased $1.4 million from
1999 to 2000.  Amortization  expense  related to the  Company's  universal  life
insurance   business   decreased   $4.8  million  due   primarily  to  decreased
administrative charges on this block of business. Offsetting this decrease was a
$2.9  million  increase in  amortization  expense  related to a closed  block of
annuity  business.  The increase was due to higher  levels of surrenders in 2000
and the related increase in surrender charge revenue on this block of business.

     Other operating expenses. Other operating expenses totaled $84.4 million in
2000 compared with $91.0 million in 1999.  During 2000, the Company reviewed the
levels of general  expenses in all of its operating  and corporate  departments.
The  Company  identified  sources  of expense  savings  through  increased  cost
controls which have reduced expenses by $3.9 million.  Other operating  expenses
also  decreased  due to lower  expenses  related to the  Company's AFS marketing
operations.  In both 2000 and  1999,  other  operating  expenses  included  $5.0
million of costs associated with litigation.

     Year Ended December 31, 1999 Compared with Year Ended December 31, 1998

     Income before income taxes increased $4.2 million to $16.2 million in 1999.
The primary reasons for the increase were (i) lower advisory and data processing
fees paid to FHC in 1999 and (ii) an  increase  in net  realized  gains in 1999,
offset  by  (iii) a gain on the sale of  Investors  Guaranty  in 1998,  and (vi)
higher death benefits in 1999. These items and significant changes in individual
income statement components are discussed in more detail below.


<PAGE>



     Premiums and policy  revenues.  Premiums and policy revenues totaled $224.9
million in 1999 compared to $218.5  million in 1998.  Premiums from  traditional
life insurance  business for the year ended December 31, 1999 were comparable to
the year ended December 31, 1998.  Policy  revenues  increased $6.3 million from
asset accumulation  business acquired in October of 1998 in conjunction with the
Company acquiring the 50% of CIG. Inc. not previously owned and the recapture of
business which was previously  ceded to an unaffiliated  insurance  company.  In
addition,  administrative  charges on the  Company's  universal  life  insurance
business  increased  $3.1  million.  This  increase was offset by a $2.3 million
decrease in surrender charges from a closed block of annuity business.

     Net investment income. Net investment income totaled $227.6 million in 1999
compared to $226.5 million in 1998. Net investment  income  increased due to (i)
an increase in net  investment  income on the Company's bond  portfolio,  (ii) a
$1.3 million increase in mortgage loan net investment  income,  and (iii) a $3.7
million  increase  in  net  investment  income  related  to a  reduction  in the
unrecovered  ceding commission due to the Reinsurer,  offset by an $10.3 million
decrease in net investment income on investments held by the Reinsurer.

     The increased  investment income related to the Company's bond portfolio is
primarily due to an increase in assets owned  resulting from assets  acquired as
part of the  acquisition  of the asset  accumulation  business  in 1998.  Assets
related to the asset  accumulation  business also  increased due to sales in the
ARS division.

     The increase related to the Company's  mortgage loan portfolio is due to an
increase in the average  mortgage  loan balance  from $189.8  million in 1998 to
$218.1 million in 1999.  This increase is partially  offset by a decrease in the
average yield of the portfolio from 1998 to 1999.

     The decrease  related to investments held by the Reinsurer is due primarily
to a $8.5 million decrease in net investment income on a closed block of annuity
business resulting from lower fund values.  The associated  interest credited on
policyholder fund values decreased $6.2 million.

     Net realized  investment gains. Net realized  investment gains totaled $4.2
million in 1999  compared with $8.3 million in 1998.  The Company  reported $0.9
million  and $16.7  million of  realized  gains from the sale of fixed  maturity
investments held by the Reinsurer in 1999 and 1998,  respectively.  As described
below, the sale of fixed maturity  investments held by the Reinsurer resulted in
increased  amortization  of cost of  business  acquired  assets.  Excluding  the
effects of these gains,  the Company  realized gains of $3.3 million in 1999 and
realized  losses of $8.4 million in 1998;  this change in realized  gains can be
attributed  to a $16.5 million  increase in gains on common  stock,  offset by a
$1.4 million decrease in gains on fixed maturity investments and $3.3 million of
gains in 1998 related to real estate investments.

     Included  in 1998  realized  losses of $8.4  million  was $6.0  million  of
realized  losses on short  positions held on common stocks owned by the Company.
There was a like amount of increase in market value on the related long position
of the common  stocks which was included in  unrealized  gains in  stockholders'
equity.  In 1999, the Company  realized gains of $0.6 million on short positions
held on common stocks.

     Other income.  Other income  totaled $6.1 million in 1999 compared to $12.2
million in 1998. In May 1998,  the Company  realized a gain of $4.9 million from
the sale of Investors Guaranty.

     Policyholder benefits. Policyholder benefits totaled $261.3 million in 1999
compared with $251.5 million in 1998.  This increase  resulted  primarily from a
$10.2 million  increase in death benefits.  Interest  credited on universal life
and annuity funds balances remained  comparable  between periods:  however,  (i)
interest  credited on the Company's closed block of annuity  business  decreased
$6.2  million  due to reduced  fund  values,  (ii)  interest  credited  on asset
accumulation  business  increased $12.8 million,  and (iii) interest credited on
other interest-sensitive  products decreased due to a reduction in rates made in
response to market conditions.

     Amortization  expense.  Amortization  expense totaled $73.6 million in 1999
compared with $87.2 million in 1998.  Amortization expense included $0.9 million
and $16.7  million  in 1999 and  1998,  respectively,  as a result  of  realized
investment  gains  on  the  sale  of  fixed  maturity  investments  held  by the
Reinsurer.  The sale of these fixed  maturity  investments at a gain will reduce
future investment income,  requiring the recognition of additional  amortization
expense in the year of the realized gains.  Excluding the effects of the sale of
fixed maturity  investments,  amortization  increased $2.2 million due to (i) an
increase  in  amortization  expense  related  to the  Company's  universal  life
insurance business, offset by (ii) a decrease in amortization expense related to
a closed block of annuity business due to lower surrender charges in 1999.

     Included  in  amortization  expense  are  adjustments  to  deferred  policy
acquisition  costs and the cost of business  acquired asset which  increased the
assets by $0.5 million in 1999 and decreased the assets by $0.9 million in 1998.
These adjustments result from revisions made to the Company's estimate of future
gross profits from its interest-sensitive life and annuity policies. Under GAAP,
deferred  policy  acquisition  costs and the cost of business  acquired asset on
interest-sensitive  life  products are amortized  based on the estimated  future
gross profits of the related policies.

     Other operating expenses. Other operating expenses totaled $91.0 million in
1999 compared with $94.3 million in 1998. Other operating expenses decreased due
to the Company amending its advisory and data processing  agreements with FHC in
June 1999.  The effect of these  amendments was to lower the fees paid to FHC by
$5.9 million.  Also, other operating  expenses decreased $2.8 million related to
the  relocation  of the  Company's  Columbus,  Ohio  operations to other Company
locations during 1998. In addition,  other operating  expenses increased in 1999
principally due to costs associated with litigation.


Financial Condition and Liquidity

     Liquidity.  The  liquidity  needs of Americo,  whose  principal  assets are
investments  in its  insurance  subsidiaries,  are  dependent  upon  receipt  of
sufficient funds from its subsidiaries. The cash requirements of Americo consist
of debt service requirements on notes payable, amounts due to FHC under advisory
and data  processing  agreements  and its own  operating  expenses.  These  cash
requirements are met by payments of principal and interest on surplus debentures
that Americo holds which are issued by United Fidelity and dividends from United
Fidelity.  Americo also receives  payments  under  investment  advisory and data
processing  agreements with the insurance  subsidiaries  which permit Americo to
recover a portion of the amounts paid by it under similar  agreements  with FHC.
On a stand-alone  basis, at December 31, 2000, Americo had $33.7 million of cash
and marketable equity securities  available for debt service and other corporate
requirements.  During 1999,  Americo  repaid the $21.0 million then  outstanding
under a credit  facility  using  available  cash and $12.3  million of dividends
received  from  the  life  insurance  subsidiaries.  This  credit  facility  was
terminated during 1999.

     Americo has outstanding $100.0 million aggregate principal amount of senior
subordinated notes that it issued in 1993. These senior  subordinated notes bear
interest at 9.25% and mature in May 2005.  They became  redeemable at the option
of Americo  beginning in 1998. The redemption  prices are at par in May 2000 and
thereafter.  Several of Americo's  insurance  subsidiaries  purchased a total of
$8.5 million of the outstanding notes during 2000.

     In connection with the acquisition of The Victory Life Insurance Company in
July  1995,  Americo  issued  notes  payable  to the  seller  with face  amounts
aggregating $17 million.  Of the $17 million face amount of notes payable issued
to the seller, $5 million mature in 2015 and the remaining $12 million mature in
24 equal semi-annual installments, the first of which was due in 1995. The notes
are  recorded  in the  Company's  Consolidated  Financial  Statements  at  their
discounted value, which assumes an average effective rate of 11.5%.

     At December  31, 2000,  United  Fidelity  had  outstanding  to Americo four
surplus debentures with an aggregate unpaid balance of $121.0 million. The terms
of the surplus  debentures  have been  established to provide for the payment of
principal  and  interest to Americo in amounts  sufficient  to make  payments on
Americo's  external debt obligations in accordance with their payment schedules.
The surplus  debentures  and their payment  schedules  have been approved by the
Texas Department of Insurance;  therefore, no scheduled payment will require the
approval of the Texas Department of Insurance.

     The surplus debentures  contain  restrictions which prevent United Fidelity
from making  principal  and interest  payments if such  payments  reduce  United
Fidelity's  statutory  capital  and  surplus  below an amount  specified  in the
surplus debenture  agreements.  The most restrictive minimum surplus requirement
contained in the surplus debentures is $37.5 million;  United Fidelity's capital
and  surplus at  December  31,  2000 was $92.0  million.  Any future  payment of
principal or interest on such surplus  debentures will be limited by the ability
of the  subsidiaries  of United Fidelity to pay dividends to United Fidelity and
may be further  limited by United  Fidelity's  RBC  requirements.  See "Business
Regulation".  The Company  does not believe that United  Fidelity  will have any
difficulty  in meeting its  obligations  under these  surplus  debentures in the
foreseeable future.


<PAGE>



     In order to meet its  obligations  under  the  surplus  debentures,  United
Fidelity uses funds generated by its insurance operations and dividends from its
insurance  subsidiaries.  The  ability  of  the  insurance  subsidiaries  to pay
dividends is subject to regulatory  restrictions.  The insurance holding company
statutes of Texas, in which the Company's insurance  subsidiaries are domiciled,
regulate payment of dividends by an insurance company to its parent.  Generally,
without the consent of the state's insurance commissioner,  an insurance company
may  not pay  dividends  to its  parent  in  excess  of the  greater  of (i) the
insurer's  prior year  statutory  net gain from  operations,  or (ii) 10% of its
prior year  ending  statutory  capital  and  surplus,  subject in either case to
sufficient  earned  statutory  surplus  from which such  dividends  may be paid.
Additionally,  an  insurance  company  is  required  to  notify  the  respective
insurance department prior to the payment of ordinary dividends.

     The principal sources of liquidity for the Company's insurance subsidiaries
are premium  receipts,  net  investment  income  received and net proceeds  from
investments that have been sold or matured or from mortgage loans that have been
repaid.  Cash flows from premiums  received and investment  income are generally
sufficient to meet the subsidiaries'  obligations,  which consist of the payment
of claims and benefits on insurance  policies,  purchases of investments and the
payment  of  operating  expenses.  Although  there is no  intent to  dispose  of
investments at this time, the Company's investments are predominantly in readily
marketable securities.

     The Company believes that its investment portfolio will allow it to satisfy
all existing contractual obligations to policyholders. At December 31, 2000, the
Company's investment portfolio included cash and short-term investments totaling
$110.3 million,  marketable equity securities totaling $104.8 million as well as
$339.9  million in U.S.  Treasury  and  government  securities,  mortgage-backed
securities and  asset-backed  securities  and $586.0 million of corporate  bonds
classified as available for sale, the vast majority of which management believes
could be readily converted to cash.

     Financial  condition.  Stockholder's  equity increased to $254.7 million at
December 31, 2000 from $225.3 million at December 31, 1999. The increase was the
result  of net  income  of  $14.9  million  and an  increase  in net  unrealized
investment  gains of $16.5 million,  offset by $2.0 million of dividends to FHC.
Net unrealized  investment gains in 2000 were recorded due to an increase in the
market value of the  Company's  available for sale fixed  maturities  and equity
securities.  See  Note  4 to the  Company's  Consolidated  Financial  Statements
included elsewhere in this Form 10-K for further discussion of the components of
the change in net unrealized investment gains.

     The changes occurring in the Company's  consolidated  balance sheet between
December 31, 2000 and December 31, 1999 primarily  reflect the normal operations
of the Company's life insurance subsidiaries.

     Statutory  capital and surplus of the Company's  insurance  subsidiaries at
December 31, 2000  includes  $12.1  million  relating to  financial  reinsurance
agreements which is not included in stockholder's equity on a GAAP basis.

     Investment Portfolio. The Company has what it believes to be a conservative
investment philosophy.  The credit quality of its portfolio is high with limited
amounts of securities below investment  grade. The Company's policy is to have a
substantial portion of its investment  portfolio in fixed income securities with
call protection.


<PAGE>



     The  following  table sets forth the  composition  of the  Company's  fixed
maturity  securities  according to NAIC designations and S&P and Moody's ratings
at December 31, 2000:
<TABLE>

                                                    Equivalent                                 Total
             S&P                     Moody's           NAIC       Held to      Available      Carrying
          Rating (1)                Rating (1)        Rating      Maturity        for           Amount    Percentage
--        -----------          --   -----------     ---------   -----------                 --  ------    ----------
                                                       (1)          (2)          Sale (3)
                                                       ---          ---       -- --------
                                                                                    (in thousands)
<S>                              <C>                   <C>     <C>           <C>           <C>                <C>
Investment grade:
AAA                                    Aaa              1       $   218,408   $   289,943   $   508,351        28.6%
AA                                Aa1,Aa2, Aa3          1            80,941       120,693       201,634        11.4
A                                  A1, A2, A3           1           295,966       347,747       643,713        36.3
BBB                             Baa1, Baa2, Baa3        2           128,551       230,939       359,490        20.2
                                                                -----------   -----------   -----------   ---------
Subtotal                                                            723,866       989,322     1,713,188        96.5

Non-investment grade:
BB or below                       Ba1 or below         3, 4          18,752        43,615        62,367         3.5
                                                                -----------   -----------   -----------   ---------

Total fixed maturity
  investments                                                   $   742,618   $ 1,032,937   $1,775,555        100.0
                                                                ===========   ===========   ==========    =========
</TABLE>


(1)  The ratings  set forth  above are based on the ratings  assigned by S&P and
     Moody's  Investors  Service,  Inc.  ("Moody's").   If  S&P's  ratings  were
     unavailable, ratings assigned by Moody's were used. If ratings assigned S&P
     and Moody's were not equivalent,  securities were categorized in this table
     based upon the rating  assigned  by S&P.  Bonds not rated by S&P or Moody's
     are  classified  for the  purpose  of the  table  according  to the  rating
     assigned  to them by the NAIC as  follows:  NAIC class 1 is included in the
     "A" rating; class 2 in "BBB" and class 3 and 4, "BB or below".

(2)  Carrying  amount is  amortized  cost.  The market value of held to maturity
     securities at December 31, 2000 was $737.5 million.

(3) Carrying  amount is market value.  The amortized  cost of available for sale
    securities at December 31, 2000 was $1,050.4 million.

     The Company  continually  reviews its non-investment  grade debt securities
(NAIC  designations  3 through 6) for  evidence  of  declines in value which are
other than temporary.  The Company does not anticipate any material  increase in
its investments in non-investment  grade debt securities.  At December 31, 2000,
the Company's investment portfolio contained no securities which were in default
as to principal or interest.

     The Company maintains a mortgage-backed securities ("MBS") portfolio, which
consists of "pass-through"  obligations and collateralized  mortgage obligations
("CMOs"). Approximately 90% of the MBS portfolio consists of securities or pools
of securities either guaranteed by the U.S.  government  (including those issued
by  Government  National  Mortgage  Association),  or those  issued  by  Federal
National Mortgage Association and Federal Home Loan Mortgage Corporation.

     The  primary  risk  associated  with MBS is that a changing  interest  rate
environment  might cause  prepayment of the  underlying  mortgages at prepayment
rates different than  anticipated at the time of their  purchase.  The degree to
which a  security  is at risk to  either  increases  or  reductions  in yield is
influenced by (i) the difference  between its carrying value and par value, (ii)
the relative sensitivity of the underlying mortgages to prepayment in a changing
interest rate environment and (iii) the repayment  priority of the securities in
each securitization structure.

     The  Company  manages  the  yield  and  cash  flow  variability  of its MBS
portfolio  by  (i)  purchasing   securities  backed  by  collateral  with  lower
prepayment  sensitivity  (such as mortgages  priced at a discount to par value),
(ii)  avoiding  securities  whose  values are heavily  influenced  by changes in
prepayments  (such as  interest-only  and  principal-only  securities) and (iii)
concentrating  on  securities  with  prepayment  protected  structures  (such as
planned  amortization  class CMO's).  See Note 4 to the  Company's  Consolidated
Financial  Statements  included elsewhere in this Form 10-K for a summary of the
Company's investments in CMO's.

     At December 31, 2000, the Company's  investment  portfolio  included $268.9
million of mortgage loans, which were  collateralized  primarily by multi-family
apartments,  office  buildings  and  retail  properties  located  in 30  states.
Approximately 28% of the portfolio was multi-family  apartments,  20% was office
buildings,  28% was industrial properties and 24% was other types of properties.
At December  31, 2000,  approximately  20% of the mortgage  loan  portfolio  was
secured by properties in Texas, 14% in Missouri and 11% in Kansas.  No more than
10% of the remaining portfolio was secured by properties in any one state.

     At December 31,  2000,  0.7% of the mortgage  loan  portfolio  consisted of
loans with balloon  payments that mature before January 1, 2002. At December 31,
2000,  mortgage  loans  delinquent  by more  than 90 days,  as  determined  on a
contract   delinquency  basis,   totaled   approximately  $0.3  million,   which
constituted  0.2% of mortgage  loans and was 0.01% of cash and invested  assets.
There were no loans  foreclosed upon and transferred to real estate owned in the
Company's  consolidated  balance at December 31,  2000.  The  favorable  default
experience  is  principally  attributed  to  the  Company's  selectivity  in the
purchase of mortgages in  connection  with  acquisitions  of its life  insurance
subsidiaries  and its origination of new mortgage loans. In light of the current
market interest rate environment,  the Company may experience prepayments on its
mortgage loan portfolio,  thus reducing its yield on such portfolio. The Company
plans to continue  applying  its  historical  underwriting  standards  to future
investments in mortgage loans.

     Real estate investments made up 1.2% of the carrying value of the Company's
cash and invested assets at December 31, 2000.

     The Company sells equity-indexed life insurance and annuity products. These
products include an interest credit component,  which is based on changes in the
Standard and Poor's 500 Index ("S&P  Index").  In order to hedge its exposure to
changes in the S&P  Index,  the  Company  purchases  call  options  and  futures
contracts on the S&P Index.

     All  derivatives  are  recognized on the balance sheet at their fair value.
Realized or unrealized gains and losses on derivative instruments are recognized
as current income.  At December 31, 2000, the fair value of derivatives  totaled
$0.9 million.  The Company  recognized  $1.3 million in realized and  unrealized
losses in 2000.  These losses were offset by a like decrease in the market value
of the policyholder account balance.

      Litigation. The Company and its subsidiaries are named in numerous pending
actions as more fully described in "Legal  Proceedings".  Although plaintiffs in
these actions generally are seeking  indeterminate  amounts,  including punitive
and  treble  damages,  such  amounts  could be large.  Although  there can be no
assurances,  at the  present  time  the  Company  does not  anticipate  that the
ultimate liability arising from such pending litigation,  after consideration of
amounts provided in the consolidated financial statements,  will have a material
adverse effect on the financial  condition of the Company.  However, in light of
the   indeterminate   amounts   sought  in  such   matters   and  the   inherent
unpredictability of legal proceedings, it is possible that an adverse outcome in
any one or more of these  matters  could have a material  adverse  effect on the
Company's  operating  results and cash flows in  particular  quarterly or annual
periods.

      Because of the restrictions described above under "Financial Condition and
Liquidity-Liquidity"  in surplus  debentures and holding  company  statutes,  an
adverse outcome in the litigation  referred to above could affect the ability of
one or more of the Company's insurance  subsidiaries to pay dividends or, in the
case of United  Fidelity,  make  payments  under its surplus  debentures  to the
Company.  Further,  were a subsidiary to suffer an adverse outcome,  the Company
might need to contribute capital to such subsidiary so that it could continue to
maintain applicable statutory surplus and risk-based capital  requirements.  See
"Business-Regulation-General  Regulation and Risk-Based  Capital  Requirements".
Because the Company is a holding company whose own cash and cash equivalents are
limited,  the  Company  might  have to dispose of some of its assets in order to
address a significant judgment suffered by it or one of its subsidiaries.  Also,
an adverse outcome could affect ratings which the Company's subsidiaries receive
from rating agencies, which could affect their ability to compete. See "Business
-Competition and Ratings".

Asset-Liability Management

     Management is aware that prevailing  interest rates may shift significantly
and has strategies in place to manage either an increase or decrease in interest
rates. In a rising interest rate environment,  the Company's cost of funds would
increase  over time as it prices  its new and  existing  interest-sensitive  and
investment products to maintain generally  competitive market rates.  Management
would seek to invest new and  renewal  premiums  in  investments  which are high
yielding and generally correspond to the duration of its liabilities. Management
believes  that  liquidity  to fund  withdrawals  would be  available  through  a
combination  of incoming  cash flow,  the sale of  short-term  or  floating-rate
instruments,  and maturing  short-duration  assets thereby  avoiding the sale of
significant  amounts of longer duration fixed-rate assets in an unfavorable bond
market.  In a declining  rate  environment,  the  Company's  cost of funds would
decrease  over  time,   reflecting   lower  interest   crediting  rates  on  its
interest-sensitive  liabilities.  The Company's  interest-sensitive  liabilities
carry  minimum  interest  guarantees,  which  may  cause  the  reduction  in the
Company's cost of funds to be less than the overall  decrease in market interest
rates. In addition,  redemptions of callable fixed-rate investments would likely
increase in this  environment,  causing  the Company to reinvest  funds at lower
yields.  In order to mitigate this risk,  the Company has reduced its investment
in callable securities.  Should increased liquidity be required for withdrawals,
management  believes that a significant portion of its investments could be sold
without adverse  consequences in light of the general  strengthening which would
be expected in the bond market.

     Asset-liability  management  is utilized by the Company to reduce the risks
to the Company for interest rate fluctuations and disintermediation. The Company
believes  that its  fixed-rate  liabilities  should  be  backed  by a  portfolio
principally composed of fixed-rate  investments that generate predictable yields
in a variety of interest rate environments. The Company does not have a specific
target rate of return.  Instead, its rates of return vary over time depending on
the current interest rate environment,  the slope of the yield curve, the spread
at which  fixed-rate  investments  are priced over the yield curve,  and general
economic conditions. The Company's portfolio strategy is constructed with a view
to achieving  adequate  risk-adjusted  returns  consistent  with its  investment
objectives of effective  asset-liability  management,  liquidity and safety. The
Company has structured  its investment  portfolio to reduce changes in the value
of the assets under various rate environments. In that regard, the percentage of
the  Company's  fixed-rate   investment  portfolio  which  is  non-callable  has
increased  from  44% in  1995  to 69% in  2000.  In  addition,  the  portfolio's
concentration  in  mortgage-backed  securities,  which are  subject to cash flow
variability in changing  interest rate  environments,  has decreased from 38% in
1995 to 17% in 2000. See "Investment  Portfolio"  section included  elsewhere in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations for additional information related to the Company's investments.

     In order to reduce the  probability  of  unexpected  increases in policy or
contract  surrenders,  which would create a need for  increased  liquidity,  the
Company  has  structured  its  interest-sensitive  life  insurance  and  annuity
products  to include  substantial  surrender  charges.  At  December  31,  2000,
approximately 87% and 94% of the reserves for interest-sensitive  life insurance
and annuity products,  respectively, were for policies with surrender charges or
otherwise not subject to discretionary  withdrawal by the policyholder.  Also at
December  31,  2000,  the  aggregate  cash  surrender  values  of the  Company's
interest-sensitive  life insurance and annuity products were  approximately  87%
and 90%, respectively, of the aggregate policyholder fund value.

     As part of its  asset-liability  management,  the Company conducts detailed
computer  simulations  that model its fixed-rate  assets and  liabilities  under
various interest rate scenarios. With the results of these computer simulations,
the  Company  can  measure  the  potential  gain or loss  in fair  value  of its
interest-rate  sensitive  instruments and seek to protect its economic value and
achieve a predictable  spread  between what it earns on its invested  assets and
what it pays on its liabilities.  At December 31, 2000, the Company's assets had
effective  duration of 5.0 and its liabilities had an effective duration of 5.4.
If interest  rates were to decrease  10% from  December  31,  2000  levels,  the
increase in the value of the Company's  liabilities would exceed the increase in
the value of the  Company's  assets by  approximately  $20 million.  Because the
Company actively manages its assets and liabilities and has developed strategies
to reduce its exposure to loss as interest rate changes  occur,  it expects that
actual losses would be less than the estimated potential loss.

Effects of Accounting Pronouncements

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 133,  "Accounting for
Derivative Instruments and Hedging Activities". SFAS No. 133, as amended by SFAS
No. 138,  "Accounting  for Certain  Derivative  Investments  and Certain Hedging
Activities an Amendment of FASB Statement No. 133", provides guidance related to
the accounting for derivative instruments and hedging activities focusing on the
recognition  and  measurement  of  derivative  instruments.  This  statement  is
effective for all fiscal  quarters of all fiscal years  beginning after June 15,
2000.  Adoption  of this  statement  will not have a  significant  impact on the
consolidated financial statements of the Company.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The  quantitative  and  qualitative   disclosures  about  market  risk  are
contained in the "Asset-Liability Management" section of Management's Discussion
and Analysis of Financial Condition and Results of Operations included elsewhere
in this Form 10-K.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company's audited consolidated financial statements for the three years
ended  December  31,  2000 and the  related  report of  independent  accountants
thereon are set forth at pages F-2 to F-28 hereof and are incorporated herein by
reference.  Reference is made to the Index to Financial  Statements  on page F-1
herein.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

     None.


<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The Company's Directors and Executive Officers are as follows:

     Name              Age                 Position

Michael A. Merriman    43     Chairman of the Board and Director

Gary L. Muller         54     President, Chief Executive Officer and Director

Timothy S. Sotos       52     Director

Gary E. Jenkins        43     Executive Vice President

Mark K. Fallon         46     Senior Vice President of Investments, Chief
                              Financial Officer and Treasurer

     Americo's  current  Board of  Directors  consists of three  directors.  The
executive officers of Americo are elected by the Board of Directors from time to
time as it deems  necessary  or  advisable,  and are  subject  to removal by the
Board.

     All executive  decisions,  including decisions concerning executive officer
compensation,  are made by the  Board  of  Directors.  No  member  of the  Board
receives any compensation,  other than  reimbursement  for travel expenses,  for
services as such.

Certain Information About Officers

     Michael A. Merriman was elected Chairman of the Board,  effective  November
1, 1995,  of Americo,  FHC and  several of its  subsidiaries,  including  all of
Americo's insurance subsidiaries.  Previously, Mr. Merriman served as a director
and officer of all these same entities.

     Gary L. Muller is President and Chief  Executive Officer and a director of
Americo.  Mr. Muller is also a director and officer of FHC and of several of its
subsidiaries, including all of Americo's insurance subsidiaries.

     Timothy S. Sotos was  elected as a director of Americo on November 1, 1995.
He also serves as a director  of all of the  insurance  subsidiaries.  He is the
Chairman  of the  Board and  Executive  Vice  President  of  Clinical  Reference
Laboratory,  which is 80% owned by the Merriman family. He is the brother-in-law
of Michael A. Merriman.

     Gary E. Jenkins became Executive Vice President of Americo on September 20,
2000 and all of its insurance  subsidiaries effective October 2, 2000. He served
as the Chief Financial  Officer of Americo until February 14, 2001,  having been
elected to that  position  in July 1994,  and as  Treasurer  of Americo  and the
insurance  subsidiaries  having been elected to that position in November  1995.
From July 1994 to  September  20,  2000,  he served as Senior Vice  President of
Americo  and from July  1994 to  October  2,  2000,  he  served  as Senior  Vice
President of the insurance subsidiaries.

     Mark K. Fallon became Senior Vice President,  Chief  Financial  Officer and
Treasurer  effective  February  14,  2001.  He continues to serve as Senior Vice
President  and  Assistant  Secretary  -  Investments  of Americo  and all of the
insurance subsidiaries.  Previously,  he served as Vice President of Americo and
all of the insurance subsidiaries since 1993.



<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

     The  following  table  sets  forth all  compensation  paid to (i) the Chief
Executive Officer of the Company and (ii) the other four most highly compensated
Executive Officers of the Company for the three years ended December 31, 2000.
                                           Summary Compensation Table
<TABLE>
                      Name and
                Principal Occupation                                  Annual Compensation           All Other
                                                         Year        Salary          Bonus      Compensation (1)

<S>                                                      <C>       <C>             <C>            <C>
Gary L. Muller                                           2000      $  462,000      $   275,000    $    6,610
President, Chief Executive Officer and                   1999         462,000          350,000         4,990
  Director                                               1998         462,000          350,000         4,887

Michael A. Merriman                                      2000         363,000               --         6,680
Chairman of the Board                                    1999         363,000               --         4,990
                                                         1998         363,000               --         4,887

Gary E. Jenkins                                          2000         200,000          150,000         6,451
Executive Vice President                                 1999         200,000          175,000         4,992
                                                         1998         200,000          175,000         4,925

Donna H. Kinnaird (2)                                    2000         200,000           75,000         6,939
Senior Vice President and                                1999         200,000          175,000         4,990
  Chief Operating Officer-Kansas City and Dallas         1998         200,000          175,000         4,923

David F. Hill                                            2000         200,000          100,000         6,481
Senior Vice President                                    1999         200,000          150,000         4,991
                                                         1998         200,000          175,000         4,927
</TABLE>

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

(1)  Includes  amounts  contributed by the Company for the benefit of the person
     identified  under the Company's  Saving Plan (as  hereinafter  defined) and
     Supplemental Accidental Death and Dismemberment coverage.
(2)  Effective  February 14,  2001,  Donna H.  Kinnaird  resigned as Senior Vice
     President of Americo and its insurance subsidiaries.

     Supplemental  Accidental Death and Dismemberment  coverage in the amount of
$500,000 is  provided  for all senior  officers of Americo and its  subsidiaries
that hold the following named positions: Vice President,  Senior Vice President,
Executive Vice President, President, Chief Executive Officer and Chairman of the
Board.  Currently,  this policy covers approximately 30 employees of Americo and
its subsidiaries.

     Executive  officers hold no  outstanding  options to purchase the Company's
stock.




<PAGE>



ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Company has 10,000 shares of Common Stock outstanding at March 26, 2001
all of which were beneficially  owned by FHC, whose principal  executive offices
are located at 300 West 11th Street, Kansas City, Missouri 64105 and whose phone
number is (816) 391-2000. The Company has no other outstanding shares of capital
stock.

     The  following  table  sets  forth  certain  information  with  respect  to
beneficial  ownership by Directors and Executive  Officers of Americo,  named in
Item 11 "Summary Compensation Table" above, of FHC's Common Stock.
<TABLE>

                                                                            Amount and Nature
                                                                              of Beneficial
                                                                                Ownership          Actual Percent
    Title of Class                  Names of Beneficial Owners                                        of Class
    --------------                  --------------------------
                                                                            -------------------    ---------------

<S>                                                                              <C>     <C>           <C>
Common Stock            Michael A. Merriman                                      112,000 (1)           30.6%
                        Gary L. Muller                                            43,500 (2)           11.9%
                        Timothy S. Sotos                                          49,800 (3)           13.6%
                        All directors and executive officers as a group          205,300               56.1%
</TABLE>

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

(1)    Includes  (i)  40,000  shares  held in  irrevocable  trust of  Elaine  A.
       Merriman for the benefit of Michael A.  Merriman  and  Marybeth  Merriman
       Sotos (the wife of Timothy S. Sotos),  of which trust Michael A. Merriman
       is the sole Trustee with sole voting and investment  power and (ii) 9,000
       shares held as  Custodian  for Jack D.  Merriman,  II, over which  shares
       Michael A. Merriman has sole voting and investment power.

(2)    FHC has an option to acquire 17,301 of these shares at a per share price
       of $188.

(3)    Includes  (i) 40,500  shares  owned by Marybeth  Merriman  Sotos and (ii)
       9,300 shares held as Custodian for Maryelaine Sotos, Timothy J. Sotos and
       James P. Sotos,  over which  shares  Timothy S. Sotos has sole voting and
       investment power.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements with FHC

     Americo or one of its subsidiaries  have the following  agreements with FHC
or its  affiliates,  none of which may be  deemed  the  result  of arm's  length
negotiations between independent parties.

     Advisory Agreement.  The Company appointed FHC to act as investment advisor
on  a  non-exclusive  basis  to  the  Company  and  its  wholly-owned  insurance
subsidiaries  pursuant  to an  advisory  agreement  between  the Company and FHC
("Advisory  Agreement").  Under the Advisory Agreement,  as amended in 1999, FHC
supervises  and directs the  composition  of the  investment  portfolios  of the
Company and its  insurance  subsidiaries  in  accordance  with their  respective
objectives and policies.  For its services  under the Advisory  Agreement FHC is
paid in advance a quarterly fee based on the aggregate  statutory  book value of
the investable  assets of the Company and its  subsidiaries as of the end of the
prior  fiscal  quarter.  Under  this  formula  the fee paid  for the year  ended
December  31,  2000  was  $3.2   million.   FHC  also  is  entitled  to  receive
reimbursement for certain commissions,  brokerage and other expenses incurred by
it in the performance of its duties.  The Company  recovers  amounts paid to FHC
under  the  Advisory  Agreement  from the  insurance  subsidiaries,  subject  to
regulatory  limitations.  The Advisory  Agreement provides that FHC shall not be
liable for any losses except for those resulting from willful  misfeasance,  bad
faith or gross negligence, or from reckless disregard by FHC of its duties.


<PAGE>


     Data Processing Agreement. Pursuant to a data processing services agreement
("Data Processing  Agreement")  between FHC and the Company, as amended in 1999,
FHC  provides the Company and its  insurance  subsidiaries  with  record-keeping
services for certain life  insurance  and annuity  products.  FHC is party to an
agreement with CSC, a third-party  vendor,  which provides these  services.  The
Company  pays FHC an amount  equal to (i) the  amount  FHC pays to CSC plus (ii)
amortization  of FHC's  development  costs.  The aggregate fee paid for the year
ended  December 31, 2000 under the Data  Processing  Agreement was $8.8 million.
FHC also is entitled to reimbursement for its reasonable  out-of-pocket expenses
incurred in  performing  the Data  Processing  Agreement.  The Company is also a
party to a separate data  processing  services  agreement with its  wholly-owned
insurance  subsidiaries  wherein the subsidiaries agree to use such services and
to pay for them pursuant to a separate data processing  services  agreement (the
"Subsidiary Data Processing  Agreement").  Under the Data Processing  Agreement,
Americo agrees to indemnify FHC against  liabilities arising out of, among other
matters,  actions  taken  by FHC  under  the  agreement  in good  faith  and due
diligence.  Americo's subsidiaries have similar indemnification  agreements with
Americo under the Subsidiary Data Processing Agreement.

     Reimbursement of Expense  Agreement.  The Company and its subsidiaries have
entered into a cost sharing  agreement with FHC  respecting  air  transportation
expenses arising from the use of an airplane owned by a subsidiary of FHC. Under
this  agreement,  each  party pays the cost of any air  transportation  expenses
which can be  identified  as incurred for its sole  benefit and  expenses  which
cannot be so identified  are  allocated  based on  utilization.  Americo and its
subsidiaries incurred approximately $0.4 million of expense under this agreement
for the year ended December 31, 2000.

     FHC Lease. The Company's  subsidiary,  United Fidelity,  owns a building in
Kansas  City  which is leased  to and  occupied  by FHC.  Under the terms of the
lease,  FHC pays  $8,500  per month in rent and has an option  to  purchase  the
building for $1.2 million, an amount equal to its statutory book value and which
approximates  its current fair market  value.  The exercise  price of the option
will be revised  annually  to the  greater  of fair  market  value or  statutory
carrying  value.  Management  believes  that the  rentals  under  the  lease are
comparable to market rental values for comparable space and footage in the local
market.

Other Transactions

     FHC and  certain of its  non-life  insurance  subsidiaries,  including  the
Company,  are parties to a tax sharing agreement under which (i) tax savings and
tax  detriments  inure to the benefit or detriment,  respectively,  of the party
contributing the expense or other item that reduces or increases,  respectively,
the  consolidated  group's  taxes from what they would have been had each member
filed  separately,  and (ii) losses arising from filing the consolidated  return
are equitably  divided among the parties in the same manner that they  benefited
from savings caused by filing a consolidated return.

     The  Company  leases  office  space (and  related  parking  facilities)  in
buildings owned by Broadway Square Partners,  a general partnership in which one
of the partners is SCOL, Inc. ("SCOL"), a Missouri corporation, owned by members
of the Merriman family. The aggregate amount paid (including rentals and expense
reimbursement)  under  the  lease  to  Broadway  Square  Partners  in  2000  was
approximately  $1.4  million.  The terms of the lease  are as  favorable  to the
Company as those offered other unaffiliated tenants of the building.

     Subsidiaries of the Company paid an aggregate of approximately $0.3 million
in  2000  to  Clinical   Reference   Laboratory,   Inc.,  a  Kansas  corporation
("Clinical"),  which is 80% owned by the Merriman family and of which Timothy S.
Sotos is  Chairman  of the Board.  The  amounts  paid were for  medical  testing
services  performed  for  the  Company's  subsidiaries.   The  rates  paid  were
competitive  with those charged by Clinical to similarly  situated  unaffiliated
insurance companies for similar services.


<PAGE>


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) Financial Statements and Financial Statement Schedules:

     Reference  is made to the  indexes  set  forth on pages F-1 and S-1 of this
report.

     Financial  statements  of the Company's  50% owned  subsidiaries  have been
omitted because the Company's  proportionate share of the income from continuing
operations  before  income  taxes  of  such  subsidiaries  is less  than  20% of
consolidated  income from  continuing  operations  before income taxes,  and the
Company's  investment in and advances to such  subsidiaries  is less than 20% of
consolidated total assets of the Company.

(b)      Exhibits:

2.1(a)(1)         Stock Purchase  Agreement dated January 21, 1997 between Great
                  Southern Life Insurance Company and Farmers Group,  Inc.
                  (incorporated  by reference from Exhibit  2.3(a) to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1996).

2.1(a)(2)         Amendment No. 1 dated April 15, 1997 to Stock  Purchase
                  Agreement by and between  Farmers  Group, Inc. and Great
                  Southern Life Insurance  Company  (incorporated by reference
                  from Exhibit 2.1(b) to Registrant's Form 10-Q (File No.
                  33-64820) for the quarter ended March 31, 1997).

2.1(b)            Automatic  Coinsurance   Reinsurance  Agreement  entered  into
                  between The Ohio State Life  Insurance  Company and  Employers
                  Reassurance   Corporation   (incorporated  by  reference  from
                  Exhibit 2.3(b) to Registrant's  Form 10-K (File No.  33-64820)
                  for the year ended December 31, 1996).

2.1(c)            Automatic  Coinsurance   Reinsurance  Agreement  entered  into
                  between   Investors   Guaranty  Life  Insurance   Company  and
                  Employers Reassurance  Corporation  (incorporated by reference
                  from  Exhibit  2.3(c)  to  Registrant's  Form  10-K  (File No.
                  33-64820) for the year ended December 31, 1996).

2.1(d)            Modified Coinsurance  Retrocession Agreement (Ohio State Life
                  Business) entered into between Great Southern Life Insurance
                  Company and Employers Reassurance  Corporation  (incorporated
                  by reference from Exhibit 2.3(d) to Registrant's  Form 10-K
                 (File No. 33-64820) for the year ended December 31, 1996).

2.1(e)            Modified   Coinsurance   Retrocession   Agreement   (Investors
                  Guaranty  Life  Business)  to be entered  into  between  Great
                  Southern  Life  Insurance  Company and  Employers  Reassurance
                  Corporation  (incorporated by reference from Exhibit 2.3(e) to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1996).

2.1(f)            Escrow  Agreement (Ohio State  Life/Investors  Guaranty Life
                  Business)  entered into between Great Southern Life Insurance
                  Company and Employers Reassurance  Corporation  (incorporated
                  by reference from Exhibit 2.3(f) to Registrant's  Form 10-K
                 (File No. 33-64820) for the year ended December 31, 1996).

2.1(g)            Investment  Management  Agreement  (Ohio State Life Business)
                  entered into between  Americo Life, Inc. and Employers
                  Reassurance  Corporation  (incorporated  by reference  from
                  Exhibit 2.3(g) to Registrant's Form 10-K (File No. 33-64820)
                  for the year ended December 31, 1996).

2.1(h)            Investment  Management  Agreement  (Investors Guaranty Life
                  Business) entered into between Americo Life, Inc. and
                  Employers Reassurance Corporation (incorporated by reference
                  from Exhibit 2.3(h) to Registrant's Form 10-K (File No.
                  33-64820) for the year ended December 31, 1996).


<PAGE>



2.2               Stock Purchase Agreement dated February 27, 1998 between Great
                  Southern Life  Insurance  Company and John Hancock Mutual Life
                  Insurance  Company  related to the sale of Investors  Guaranty
                  Life Insurance Company (incorporated by reference from Exhibit
                  2.4 to  Registrant's  Form 10-Q  (File No.  33-64820)  for the
                  quarter ended March 31, 1998).

2.3               Purchase  Agreement dated October 1, 1998 between the
                  Registrant,  Robert L. Myer,  Great Southern Group,  Inc.,
                  Marketing  Services  Group,  Inc., NAP Partners,  Inc.,
                  and Pension  Consultants & Administrators,  Inc.
                  (incorporated by reference from Exhibit 25 to Registrant's
                  Form 10-Q (File No.  33-64820) for the quarter ended
                  September 30, 1998).

3.1               Restated  Articles  of  Incorporation,   as  amended,  of  the
                  Registrant  (incorporated  by  reference  from  Exhibit 3.1 to
                  Registrant's Form S-4 (File No.33-64820) filed June 22, 1993).

3.2               Bylaws, as amended, of the Registrant (incorporated by
                  reference from Exhibit 3.2 to Registrant's Form S-4 (File No.
                  33-64820) filed June 22, 1993).

4.1(a)            Conformed copy of Indenture, dated as of May 25, 1993, between
                  Registrant and Commerce Bank of Kansas City,  N.A., as trustee
                  (incorporated  by reference  from Exhibit 4.1 to  Registrant's
                  Form S-4 (File No.33-64820) filed June 22, 1993).

4.1(b)            Form of 9 1/4% Senior  Subordinated Note Due 2005 (included in
                  the Indenture filed as Exhibit 4.1(a) hereto) (incorporated by
                  reference from Exhibit 4.2 to Registrant's  Form S-4 (File No.
                  33-64820) filed June 22, 1993).

4.3(a)            Form of Registrant's $5,000,000 5 1/2% Senior Subordinated
                  Set-off Note due 2015.  (Incorporated by reference from
                  Exhibit 4.1 (c) to Registrant's  Form 8-K report (File No.
                  33-64820) dated as of July 10, 1995).

4.3(b)            Form of Registrant's  $6,000,000,  6 1/2% Senior Subordinated
                  Note  (No. VNO-1-R) due 2010. (Two identical  notes (No.
                  VNO-1-R  and No.  VNO-2-R)  were issued in 1998 as
                  replacements  for notes originally  issued on July 10, 1995.
                  Pursuant to  instruction  2 to Item 601 of  Regulation  S-K,
                  only VNO-1-R is  filed).

4.4               Amended and Restated Surplus Debenture No. 004, dated December
                  31, 1993,  as amended,  in the amount of  $57,760,000  made by
                  United Fidelity Life Insurance Company (successor by merger to
                  FHC Life Insurance Company) to the Registrant (incorporated by
                  reference from Exhibit 4.3 to Registrant's Form 10-Q (File No.
                  33-64820) for the quarter ended March 31, 1994).

4.5               Amended and Restated Surplus Debenture No. 005, dated December
                  1, 1999, in the amount of $18,000,000  made by United Fidelity
                  Life  Insurance  Company  (successor  by  merger  to FHC  Life
                  Insurance   Company)  to  the  Registrant   (incorporated   by
                  reference  from Exhibit 4.5 to  Registrant's  Form 10-K report
                  (File No. 33-64820) for the year ended December 31, 1999).

4.6               Amended and Restated Surplus Debenture No. 006, dated December
                  1, 1995, as amended,  in the amount of $16,125,753  made by
                  United  Fidelity Life  Insurance  Company to Registrant
                  (incorporated  by reference  from  Exhibit  4.6 to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1995).

4.7               Amended and Restated Surplus  Debenture No. 007 dated January
                  1, 1999 in the amount of $38,000,000 made by United
                  Fidelity  Life  Insurance  Company  payable  to the
                  Registrant  (incorporated  by reference from Exhibit 4.7 to
                  Registrant's  Form 10-Q report (File No.  33-64820) for the
                  quarter ended June 30, 1999).

4.8               In accordance with Item  601(b)(4)(iii)(A)  of Regulation S-K,
                  certain   instruments   respecting   long  term  debt  of  the
                  Registrant and its subsidiaries  have been omitted but will be
                  furnished to the Commission upon request.




<PAGE>


10.1              Senior Officer Accidental Death and Dismemberment  Policy
                  (incorporated by reference from Exhibit 10.1 to Registrant's
                  Form S-4 (File No. 33-64820) filed June 22, 1993).

10.2(a)           Tax Sharing  Agreement dated as of December 1, 1994, among the
                  Registrant,  Financial  Holding  Corporation,  Cidat  Aviation
                  Incorporated,  Assured Leasing Corporation,  Landmark Mortgage
                  Company,  First  Consulting &  Administration,  Inc.,  Hanover
                  Financial Corporation, United Fidelity Life Insurance Company,
                  PFS  Holding  Company,  Premium  Finance  Specialists,   Inc.,
                  Premium Financing  Specialists of California and PFS Financing
                  Corporation  (incorporated  by reference  from Exhibit 10.2 to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1994).

10.2(b)           Amendment,  effective  as of January 1, 1996,  to Tax  Sharing
                  Agreement,  adding the  Victory  Life  Insurance  Company as a
                  party  (incorporated  by  reference  from  Exhibit  10.2(b) to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1997).

10.2(c)*          Amendment, effective as of December 31, 1999, to Tax Sharing
                  Agreement, adding Americo Retirement Services, Inc., CAPCO
                  Holdings, L.C., GSSW LM, Inc., GSSW WR, Inc., and GSSW WWA,
                  Inc. as parties.

10.2(d)*          Amendment, effective January 1, 1998, to Tax Sharing
                  Agreement, adding The Ohio State Life Insurance Company as a
                  party.

10.3(a)           Reimbursement  of  Expense  Agreement  dated  January 1, 1993,
                  among the Registrant,  Financial Holding  Corporation,  United
                  Fidelity Life  Insurance  Company,  The College Life Insurance
                  Company of America,  Loyalty Life Insurance Company,  National
                  Farmers  Union Life  Insurance  Company,  Great  Southern Life
                  Insurance  Company,  PFS Holding Company and Premium Financing
                  Specialists, Inc. (incorporated by reference from Exhibit 10.5
                  to  Registrant's  Form S-4 (File No.  33-64820) filed June 22,
                  1993).

10.3(b)           Amendment dated August 29, 1997, to  Reimbursement  of Expense
                  Agreement  removing Loyalty Life Insurance  Company as a party
                  (incorporated   by   reference   from   Exhibit   10.3(b)   to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1997).

10.3(c)           Amendment dated October 1, 1997, to  Reimbursement of Expense
                  Agreement adding Americo  Services, Inc. and The Ohio State
                  Life Insurance Company as parties and removing Argus Health
                  Systems,  Inc. as a party  (incorporated  by reference from
                  Exhibit 10.3(c) to  Registrant's  Form 10-K (File No.
                  33-64820) for the year ended December 31, 1997).

10.4(a)           Cost Sharing  Agreement dated as of January 1, 1993, among the
                  Registrant,   United  Fidelity  Life  Insurance  Company,  The
                  College Life Insurance  Company of America,  Premium Financing
                  Specialists,  Inc., PFS Holding Company,  Financial  Assurance
                  Marketing Corporation,  Great Southern Life Insurance Company,
                  Loyalty Life Insurance Company and National Farmers Union Life
                  Insurance Company (incorporated by reference from Exhibit 10.8
                  to  Registrant's  Form S-4 (File No.  33-64820) filed June 22,
                  1993).

10.4(b)           Amendment  dated August 29, 1997,  to Cost Sharing  Agreement,
                  removing   Loyalty   Life   Insurance   Company   as  a  party
                  (incorporated   by   reference   from   Exhibit   10.4(b)   to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1997).

10.4(c)           Amendment dated October 1, 1997, to Cost Sharing Agreement
                  adding Americo  Services,  Inc. and The Ohio State Life
                  Insurance  Company as parties  and  removing  PFS  Holding
                  Company  and  Premium Financing  Specialists,  Inc.  as
                  parties  (incorporated  by  reference  from  Exhibit  10.4(c)
                  to Registrant's Form 10-K (File No. 33-64820) for the year
                  ended December 31, 1997).

10.5              Data  Processing  Services  Agreement  dated as of  January 1,
                  1993, between the Registrant and Financial Holding Corporation
                  (incorporated  by reference from Exhibit 10.9 to  Registrant's
                  Form S-4 (File No.33-64820) filed June 22, 1993).

10.5(a)           Amendment,  effective  January 1, 1999, to the Data Processing
                  Agreement  dated January 1, 1993,  between the  Registrant and
                  Financial Holding Corporation  (incorporated by reference from
                  Exhibit 10.5(a) to Registrant's  Form 10-Q (File No. 33-64820)
                  for the quarter ended September 30, 1999).

10.6(a)           Subsidiary  Data  Processing  Services  Agreement  dated as of
                  January  1, 1993,  among the  Registrant,  FHC Life  Insurance
                  Company,   United  Fidelity  Life  Insurance  Company,   Great
                  Southern Life  Insurance  Company,  The College Life Insurance
                  Company  of  America,   Loyalty  Life  Insurance  Company  and
                  National Farmers Union Life Insurance Company (incorporated by
                  reference  from Exhibit 10.10 to  Registrant's  Form S-4 (File
                  No. 33-64820) filed June 22, 1993).

10.6(b)           Amendment dated August 29, 1997, to Subsidiary Data Processing
                  Services   Agreement   removing   Loyalty   Life  as  a  party
                  (incorporated   by   reference   from   Exhibit   10.6(b)   to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1997).

10.6(c)           Amendment dated October 1, 1997, to Subsidiary Data Processing
                  Services  Agreement adding Americo Services,  Inc. and The
                  Ohio State Life Insurance  Company as parties  (incorporated
                  by reference from Exhibit  10.6(c) to  Registrant's Form 10-K
                 (File No.  33-64820) for the year ended December 31, 1997).

10.7(a)           Advisory  Agreement  dated as of January 1, 1993, between the
                  Registrant  and Financial  Holding Corporation  (incorporated
                  by reference  from Exhibit  10.11 to  Registrant's  Form S-4
                 (File No. 33-64820) filed June 22, 1993).

10.7(b)           First Amendment to Advisory Agreement dated September 17, 1993
                  by  and  between  the   Registrant   and   Financial   Holding
                  Corporation (incorporated by reference from Exhibit 10.8(b) to
                  Registrant's  Form 10-Q (File No.  33-64820)  for the  quarter
                  ended March 31, 1994).

10.7(c)           Third  Amendment,  effective  January 1, 1999, to the Advisory
                  Agreement   dated  September  17,  1993  by  and  between  the
                  Registrant and Financial Holding Corporation  (incorporated by
                  reference from Exhibit 10.7(c) to Registrant's Form 10-Q (File
                  No. 33-64820) for the quarter ended September 30, 1999).

10.8              Office  Building  Lease  dated as of January 1, 1993,  between
                  Financial   Holding   Corporation  and  United  Fidelity  Life
                  Insurance  Company  (incorporated  by  reference  from Exhibit
                  10.12 to Registrant's  Form S-4 (File No. 33-64820) filed June
                  22, 1993).

10.9              Lease  Agreement  dated  February 24, 1988,  between  Broadway
                  Square  Partners and United  Fidelity Life  Insurance  Company
                  (incorporated  by reference from Exhibit 10.13 to Registrant's
                  Form S-4 (File No. 33-64820) filed June 22, 1993).

10.9(a)           First  Amendment to Lease  Agreement  dated  October 10, 1998,
                  between  Broadway  Square  Partners and United  Fidelity  Life
                  Insurance  Company  (incorporated  by  reference  from Exhibit
                  10.9(a) to Registrant's  Form 10-K (File No. 33-64820) for the
                  year ended December 31, 1998).

10.10             Lease dated  November 1, 1990,  between  United  Fidelity Life
                  Insurance Company and First Consulting & Administration, Inc.,
                  a subsidiary  of Financial  Holding  Corporation  (included as
                  Exhibit A to Exhibit  10.11)  (incorporated  by reference from
                  Exhibit  10.14 to  Registrant's  Form S-4 (File No.  33-64820)
                  filed June 22, 1993).

10.11             Assignment  of Lease dated as of April 1, 1993 between  United
                  Fidelity   Life   Insurance   Company  and   Finance   Holding
                  Corporation  respecting the First  Consulting & Administration
                  Lease  described in Exhibit 10.10  (incorporated  by reference
                  from  Exhibit  10.15  to  Registrant's   Form  S-4  (File  No.
                  33-64820) filed June 22, 1993).

10.12             Office  Lease  Agreement  dated  February  19,  1997,  between
                  Metropolitan  Life  Insurance  Company and Great Southern Life
                  Insurance  (incorporated  by reference  from Exhibit  10.12 to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1997).

10.13             Stock  Transfer  Restriction  and Option  Agreement  dated
                  June 30, 1989 among DST Systems,  Inc., Argus Health  Systems,
                  Inc. and Financial  Holding  Corporation  (incorporated  by
                  reference from Exhibit 10.22 to Registrant's Form S-4 (File
                  No. 33-64820) filed June 22, 1993).

10.14             Supplemental  Tax Sharing  Agreements  dated December 31, 1993
                  among Financial Holding Corporation, the Registrant and United
                  Fidelity Life  Insurance  Company  (incorporated  by reference
                  from  Exhibit  10.20  to  Registrant's  Form  10-Q  (File  No.
                  33-64820) for the quarter ended March 31, 1994).

10.15(a)(1)       Master  Agreement  dated as of July 31,  1995,  among The Ohio
                  Life Insurance  Company,  The Ohio Casualty Insurance Company,
                  the  Registrant  and Great  Southern  Life  Insurance  Company
                  (incorporated  by reference from Exhibit 10.21 to Registrant's
                  Form 10-Q (File No.  33-64820)  for the quarter ended June 30,
                  1995).

10.15(a)(2)       First  Amendment  to Master  Agreement  between  The Ohio Life
                  Insurance  Company,  The Ohio Casualty  Insurance  Company and
                  Great Southern Life  Insurance  Company dated as of October 2,
                  1995  (incorporated  by  reference  from  Exhibit  10.21(b) to
                  Registrant's  Form 10-Q (File No.  33-64820)  for the  quarter
                  ended September 30, 1995).

10.15(a)(3)       Second  Amendment  to Master  Agreement  between The Ohio Life
                  Insurance  Company,  The Ohio Casualty  Insurance  Company and
                  Great Southern Life Insurance Company dated as of November 17,
                  1997  (incorporated  by reference from Exhibit  10.20(a)(3) to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1997).

10.15(b)          Assignment  and  Assumption  Agreement  between  The Ohio Life
                  Insurance  Company and Great Southern Life  Insurance  Company
                  dated as of October 2, 1995  (incorporated  by reference  from
                  Exhibit 10.21(c) to Registrant's Form 10-Q (File No. 33-64820)
                  for the quarter ended September 30, 1995).

10.15(c)          Custodian  Agreement  between  State  Street  Bank  and  Trust
                  Company  of  Boston,   Massachusetts,   Employers  Reassurance
                  Corporation of Overland  Park,  Kansas and Great Southern Life
                  Insurance  Company dated as of January 14, 2000  (incorporated
                  by reference from Exhibit  10.15(c) to Registrant's  Form 10-K
                  (File No. 33-64820) for the year ended December 31, 1999).

10.15(e)          Investment  Management  Agreement  between the  Registrant and
                  Employers  Reassurance  Corporation of Overland  Park,  Kansas
                  dated as of October 2, 1995  (incorporated  by reference  from
                  Exhibit 10.21(g) to Registrant's Form 10-Q (File No. 33-64820)
                  for the quarter ended September 30, 1995).

10.15(f)          Assumption   Reinsurance   Agreement  between  The  Ohio  Life
                  Insurance  Company and Great Southern Life  Insurance  Company
                  dated as of October 2, 1995  (incorporated  by reference  from
                  Exhibit 10.21(i) to Registrant's Form 10-Q (File No. 33-64820)
                  for the quarter ended September 30, 1995).

10.15(g)(1)       Reinsurance Agreement between Employers Reassurance Company of
                  Overland  Park,  Kansas and The Ohio Life  Insurance  Company,
                  effective  January 1, 1995 (transfer date October 2, 1995) and
                  amendments  thereto  (incorporated  by reference  from Exhibit
                  10.21(k) to Registrant's Form 10-Q (File No. 33-64820) for the
                  quarter ended September 30, 1995).

10.15(g)(2)       Amendment No. 4 to the Reinsurance  Agreement  between
                  Employers  Reassurance  Company of Overland Park,  Kansas
                  and The Ohio  Life  Insurance  Company  effective  April 1,
                  1996  (incorporated  by reference from Exhibit  10.20(g)(2)
                  to  Registrant's  Form 10-K (File No.  33-64820) for the year
                  ended December 31, 1997).


<PAGE>




10.15(h)          Retrocession  Agreement  between Great Southern Life Insurance
                  Company and Employers  Reassurance  Company of Overland  Park,
                  Kansas,  effective  January  1,  1995 and  amendments  thereto
                  (incorporated   by   reference   from   Exhibit   10.21(l)  to
                  Registrant's  Form 10-Q (File No.  33-64820)  for the  quarter
                  ended September 30, 1995).

10.15(i)(1)       Services  Agreement  between  the  Registrant,  The Ohio  Life
                  Insurance  Company  and The Ohio  Casualty  Insurance  Company
                  dated as of October 2, 1995  (incorporated  by reference  from
                  Exhibit 10.21(m) to Registrant's Form 10-Q (File No. 33-64820)
                  for the quarter ended September 30, 1995).

10.15(i)(2)       First Amendment to Services  Agreement between the Registrant,
                  The  Ohio  Life  Insurance   Company  and  The  Ohio  Casualty
                  Insurance Company dated as of March 27, 1997  (incorporated by
                  reference from Exhibit  10.20(i)(2) to Registrant's  Form 10-K
                  (File No. 33-64820) for the year ended December 31, 1997).

10.15(i)(3)       Amendment to Services  Agreement  between the Registrant,  The
                  Ohio Life  Insurance  Company and The Ohio Casualty  Insurance
                  Company  dated  as  of  November  17,  1997  (incorporated  by
                  reference from Exhibit  10.20(i)(3) to Registrant's  Form 10-K
                  (File No. 33-64820) for the year ended December 31, 1997).

10.16(a)          Master  Agreement  dated February 26, 1996 among Fremont Life
                  Insurance  Company,  Fremont General Corp.,  the Registrant
                  and Great Southern Life Insurance  Company  (incorporated by
                  reference from Exhibit 10 to Registrant's Form 10-Q (File No.
                  33-64820) for the quarter ended March 31, 1996).

10.16(b)          First Amendment to Master  Agreement dated as of July 1, 1996,
                  among Fremont Life Insurance  Company,  Fremont General Corp.,
                  Registrant   and  Great   Southern  Life   Insurance   Company
                  (incorporated   by   reference   from   Exhibit   10.1(b)   to
                  Registrant's  Form 10-Q (File No.  33-64820)  for the  quarter
                  ended June 30, 1996).

10.16(c)          Letter  Agreement  dated  as of July 1,  1996,  among  Fremont
                  General Corp., Fremont Life Insurance Company,  Registrant and
                  Great  Southern  Life  Insurance   Company   (incorporated  by
                  reference from Exhibit 10.1(c) to Registrant's Form 10-Q (File
                  No. 33-64820) for the quarter ended June 30, 1996).

10.16(d)          Services   Agreement  dated  as  of  July  1,  1996,   between
                  Registrant and Fremont Life Insurance Company (incorporated by
                  reference from Exhibit 10.1(d) to Registrant's Form 10-Q (File
                  No. 33-64820) for the quarter ended June 30, 1996).

10.16(e)          Assumption  Reinsurance and Coinsurance  Agreement  (Universal
                  Life) dated as of July 1, 1996, between Fremont Life Insurance
                  Company   and   Great   Southern   Life   Insurance    Company
                  (incorporated   by   reference   from   Exhibit   10.1(e)   to
                  Registrant's  Form 10-Q (File No.  33-64820)  for the  quarter
                  ended June 30, 1996).

10.16(f)          Assumption  Reinsurance and Coinsurance  Agreement (Annuities)
                  dated  as of July 1,  1996,  between  Fremont  Life  Insurance
                  Company   and   Great   Southern   Life   Insurance    Company
                  (incorporated   by   reference   from   Exhibit   10.1(f)   to
                  Registrant's  Form 10-Q (File No.  33-64820)  for the  quarter
                  ended June 30, 1996).

10.16(g)          Assignment and Assumption  Agreement dated as of July 1, 1996,
                  between Fremont Life Insurance Company and Great Southern Life
                  Insurance  Company  (incorporated  by  reference  from Exhibit
                  10.1(g) to Registrant's  Form 10-Q (File No. 33-64820) for the
                  quarter ended June 30, 1996).


<PAGE>




10.16(h)          Automatic  Coinsurance  Universal Life  Reinsurance  Agreement
                  dated as of December 31, 1995,  between Fremont Life Insurance
                  Company and Employers Reassurance Corporation (incorporated by
                  reference from Exhibit 10.1(h) to Registrant's Form 10-Q (File
                  No. 33-64820) for the quarter ended June 30, 1996).

10.16(i)          Amendment No. 1 to the Automatic  Coinsurance  Universal Life
                  Reinsurance  Agreement  dated as of December 31, 1995,
                  between Employers  Reassurance  Corporation and Fremont Life
                  Insurance Company (incorporated by reference from Exhibit
                  10.1(i) to Registrant's  Form 10-Q (File No. 33-64820) for
                  the quarter ended June 30, 1996).

10.16(j)          Automatic  Coinsurance Annuity Reinsurance  Agreement dated as
                  of January 1, 1996, between Employers Reassurance  Corporation
                  and Fremont Life Insurance Company  (incorporated by reference
                  from  Exhibit  10.1(j)  to  Registrant's  Form 10-Q  (File No.
                  33-64820) for the quarter ended June 30, 1996).

10.16(k)          Amendment No. 1 to the Automatic  Coinsurance Annuity
                  Reinsurance Agreement dated as of January 1, 1996, between
                  Employers  Reassurance  Corporation and Fremont Life Insurance
                  Company (incorporated by reference from Exhibit  10.1(k) to
                  Registrant's  Form 10-Q (File No.  33-64820) for the quarter
                  ended June 30, 1996).

10.16(l)          Custodian  Agreement dated as of January 14, 2000, among State
                  Street   Bank  and  Trust   Company,   Employers   Reassurance
                  Corporation   and  Great  Southern  Life   Insurance   Company
                  (incorporated   by   reference   from   Exhibit   10.16(l)  to
                  Registrant's  Form 10-K (File No. 33-64820) for the year ended
                  December 31, 1999).

10.16(m)          Modified Coinsurance Annuity  Retrocession  Agreement dated as
                  of January 1, 1996, between Employers Reassurance  Corporation
                  and Great Southern Life  Insurance  Company  (incorporated  by
                  reference from Exhibit 10.1(m) to Registrant's Form 10-Q (File
                  No. 33-64820) for the quarter ended June 30, 1996).

10.16(n)          Modified  Coinsurance  Universal Life and Annuity Retrocession
                  Agreement  dated as of December  31, 1995,  between  Employers
                  Reassurance  Corporation  and Great  Southern  Life  Insurance
                  Company  (incorporated  by reference  from Exhibit  10.1(n) to
                  Registrant's  Form 10-Q (File No.  33-64820)  for the  quarter
                  ended June 30, 1996).

10.16(o)          Amendment No. 1 to the  Investment  Management  Agreement
                  dated as of December 31, 1995,  between Registrant and
                  Employers Reassurance  Corporation  (incorporated by reference
                  from Exhibit 10.1(o) to Registrant's Form 10-Q (File No.
                  33-64820) for the quarter ended June 30, 1996).

*21.              Subsidiaries of the Registrant

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

(c)      Reports on Form 8-K.

              There were no reports on Form 8-K filed for the three months ended
December 31, 2000.



<PAGE>





                                   SIGNATURES

     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned,  thereunto duly authorized, in the City of Kansas
City and the State of Missouri, on the 27th day of March, 2001.


                       AMERICO LIFE, INC.


                       By:                     /s/ Gary L. Muller
                         ------------------------------------------------------

                       Name: Gary L. Muller
                       Title:  President and Chief Executive Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the dates indicated:
<TABLE>

                                        Title                                   Date


<S>                                    <C>                                     <C>
 /s/ Michael A. Merriman                Chairman of the Board of                March 27, 2001
--------------------------------------- Directors
     Michael A. Merriman


 /s/ Gary L. Muller                      President, Chief Executive             March 27, 2001
-----------------------------------------Officer and Director
     Gary L. Muller


 /s/ Mark K. Fallon                        Senior Vice President, Chief         March 27, 2001
------------------------------------------ Financial Officer and Treasurer
     Mark K. Fallon                        (Principal Financial Officer and
                                           Principal Accounting Officer)
</TABLE>







<PAGE>




                       AMERICO LIFE, INC. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>

                                                                                                               Page
<S>                                                                                                           <C>
Audited Financial Statements for the Three Years Ended December 31, 2000:

  Report of Independent Accountants                                                                            F-2

  Consolidated Balance Sheet at December 31, 2000 and 1999                                                     F-3

  Consolidated Statement of Income for the Years Ended December 31, 2000, 1999 and 1998                        F-4

  Consolidated Statement of Stockholder's Equity for the Years Ended December 31, 2000, 1999 and 1998          F-5

  Consolidated Statement of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998                    F-6

  Notes to Consolidated Financial Statements                                                                   F-8
</TABLE>




<PAGE>



                        Report of Independent Accountants


To the Board of Directors and
Stockholder of Americo Life, Inc.

     In our  opinion,  the  accompanying  consolidated  balance  sheets  and the
related  consolidated  statements of income, of stockholder's equity and of cash
flows present  fairly,  in all  materials  respects,  the financial  position of
Americo Life, Inc. and its  subsidiaries at December 31, 2000, and 1999, and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the  responsibility of the Company's  management;  our  responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  statements in accordance with auditing  standards
generally  accepted in the United  States of America  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion.




PRICEWATERHOUSECOOPERS LLP
Kansas City, Missouri
March 27, 2001


<PAGE>






                       Americo Life, Inc. and Subsidiaries

                           Consolidated Balance Sheet
                             (Dollars in thousands)
                           December 31, 2000 and 1999
<TABLE>

                                                                                            2000              1999
                                                                                            ----              ----
                                     Assets
<S>                                                                                   <C>             <C>
Investments:
   Fixed Maturities:
     Held to maturity, at amortized cost (market: $737,496 and $821,335)               $     742,618    $     852,908
     Available for sale, at market (amortized cost: $1,050,421 and $985,854)               1,032,937          925,997
   Equity securities, at market (cost: $57,920 and $33,467)                                  104,771           73,448
   Investment in equity subsidiaries                                                          14,259           12,141
   Mortgage loans on real estate, net                                                        268,902          227,601
   Investment real estate, net                                                                30,398           28,516
   Policy loans                                                                              194,651          209,979
   Other invested assets                                                                      32,345           30,429
                                                                                       -------------    -------------

     Total investments                                                                     2,420,881        2,361,019

Cash and cash equivalents                                                                    110,260          122,788
Accrued investment income                                                                     31,730           31,764
Amounts receivable from reinsurers                                                         1,139,673        1,140,206
Other receivables                                                                            101,148           42,596
Deferred policy acquisition costs                                                            228,679          212,860
Cost of business acquired                                                                    166,458          219,490
Amounts due from affiliates                                                                        -            7,710
Other assets                                                                                  42,325           49,729
                                                                                       -------------    -------------
     Total assets                                                                      $   4,241,154    $   4,188,162
                                                                                       =============    =============

                      Liabilities and Stockholder's Equity
Policyholder account balances                                                          $   2,623,747    $   2,599,627
Reserves for future policy benefits                                                          819,943          822,940
Unearned policy revenues                                                                      54,599           60,279
Policy and contract claims                                                                    32,612           37,821
Other policyholder funds                                                                     113,496          119,664
Notes payable                                                                                102,297          111,165
Amounts payable to reinsurers                                                                 39,056           48,749
Deferred income taxes                                                                         56,897           40,531
Due to broker                                                                                 66,899           53,810
Amounts due to affiliates                                                                      2,744                -
Other liabilities                                                                             74,202           68,262
                                                                                       -------------    -------------

     Total liabilities                                                                     3,986,492        3,962,848

Stockholder's equity:
   Common stock ($1 par value, 30,000 shares authorized, 10,000 shares issued and ..
outstanding)                                                                                      10               10
   Additional paid-in capital                                                                  3,745            3,745
   Accumulated other comprehensive income                                                     35,635           19,159
   Retained earnings                                                                         215,272          202,400
                                                                                       -------------    -------------

     Total stockholder's equity                                                              254,662          225,314
                                                                                       -------------    -------------

Commitments and contingencies

     Total liabilities and stockholder's equity                                        $   4,241,154    $   4,188,162
                                                                                       =============    =============

          See accompanying notes to consolidated financial statements
</TABLE>

                       Americo Life, Inc. and Subsidiaries

                        Consolidated Statement of Income
                (Dollars in thousands, except per share amounts)
              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>


                                                                       2000              1999             1998
                                                                       ----              ----             ----

<S>                                                              <C>              <C>               <C>
Income
   Premiums and policy revenues                                   $    220,691     $    224,896      $    218,582
   Net investment income                                               225,517          227,622           226,534
   Net realized investment gains (losses)                               (6,573)           4,174             8,284
   Other income                                                         10,792            6,147            12,163
                                                                  ------------     ------------      ------------
     Total income                                                      450,427          462,839           465,563
                                                                  ------------     ------------      ------------

Benefits and expenses Policyholder benefits:
     Death benefits                                                    105,940          123,644           113,552
     Interest credited on universal life and annuity products          114,709          108,088           108,664
     Other policyholder benefits                                        56,970           52,675            53,135
     Change in reserves for future policy benefits                     (16,424)         (23,065)          (23,845)
   Commissions                                                           4,348            8,928             8,439
   Amortization expense                                                 67,998           73,643            87,189
   Interest expense                                                     10,057           11,704            12,057
   Other operating expenses                                             84,389           91,004            94,345
                                                                  ------------     ------------      ------------
     Total benefits and expenses                                       427,987          446,621           453,536
                                                                  ------------     ------------      ------------

     Income before provision for income taxes                           22,440           16,218            12,027

Provision for income taxes                                               7,568            4,744             3,235
                                                                  ------------     ------------      ------------
     Net income                                                   $     14,872     $     11,474      $      8,792
                                                                  ============     ============      ============

Net income per common share                                        $  1,487.20      $  1,147.40       $    879.20
                                                                   ===========      ===========       ===========

          See accompanying notes to consolidated financial statements
</TABLE>



<PAGE>


                       Americo Life, Inc. and Subsidiaries

                 Consolidated Statement of Stockholder's Equity
                             (Dollars in thousands)
              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>

                                                     2000                     1999                     1998
                                                     ----                     ----                     ----


<S>                                        <C>                      <C>                      <C>
Common stock
   Balance at beginning and end of year     $      10                $      10                $      10
                                            ---------                ---------                ---------

Additional paid-in capital
   Balance at beginning and end of year         3,745                    3,745                    3,745
                                            ---------                ---------                ---------

Accumulated other comprehensive income
   Balance at beginning of year                19,159                   60,499                   56,973
   Change during year                          16,476    $  16,476     (41,340)  $ (41,340)       3,526    $  3,526
                                            ---------                ---------                ---------
   Balance at end of year                      35,635                   19,159                   60,499
                                            ---------                ---------                ---------

Retained earnings
   Balance at beginning of year               202,400                  192,926                  186,134
   Net income                                  14,872       14,872      11,474      11,474        8,792       8,792
                                                         ---------               ---------                ---------
   Comprehensive income (loss)                           $  31,348               $ (29,866)               $  12,318
                                                         =========               =========                =========
   Dividends                                   (2,000)                  (2,000)                  (2,000)
                                            ---------                ---------                ---------
   Balance at end of year                     215,272                  202,400                  192,926
                                            ---------                ---------                ---------

     Total stockholder's equity             $ 254,662                $ 225,314                $ 257,180
                                            =========                =========                =========

          See accompanying notes to consolidated financial statements
</TABLE>




<PAGE>


                       Americo Life, Inc. and Subsidiaries

                      Consolidated Statement of Cash Flows
                             (Dollars in thousands)
              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----
<S>                                                                        <C>           <C>           <C>
Cash flows from operating activities
Net income                                                                  $    14,872   $    11,474   $     8,792
                                                                            -----------   -----------   -----------
Adjustments to  reconcile  net income to net cash  provided  (used) by operating
  activities:
   Depreciation and amortization                                                 73,338        79,033        86,679
   Deferred policy acquisition costs                                            (74,481)      (63,511)      (61,179)
   Undistributed earnings of equity subsidiaries                                   (568)       (2,728)       (2,581)
   Distributed earnings of equity subsidiaries                                        -           240         9,943
   Amortization of unrealized investment gains                                   (6,768)       (2,826)      (14,407)
   Provision for deferred income taxes                                            7,494        (1,002)        3,757
   (Increase) decrease in assets net of effects from business
acquisitions:
     Accrued investment income                                                       33            99        (3,277)
     Amounts receivable from reinsurers                                         130,553        60,215        64,438
     Other receivables                                                            2,487         1,057       (14,483)
     Other assets, net of amortization                                            4,773       (17,615)        6,586
   Increase (decrease) in liabilities net of effects from business acquisitions:
     Reserves for future policy benefits and unearned policy revenues             7,350       (12,124)    (49,315)
     Policyholder account balances                                              (89,471)      (90,370)        5,747
     Policy and contract claims                                                  (5,209)       (7,646)        8,857
     Other policyholder funds                                                    (6,169)       13,424        30,279
     Amounts payable to reinsurers                                               (9,693)       20,550        15,999
     Federal income taxes payable                                                   125             -          (164)
     Affiliate balances                                                          10,455       (10,795)       (3,362)
     Other liabilities                                                            6,547         6,388         1,104
   Change in trading securities                                                   1,879             -             -
   Net realized (gains) losses on investments                                     6,573        (4,174)       (8,284)
   Gain on sale of subsidiary                                                         -             -        (4,855)
   Amortization on bonds and mortgage loans                                       3,214         1,351         3,425
   Other changes                                                                 (2,824)       (1,347)       (4,902)
                                                                            -----------   -----------   ------------
   Total adjustments                                                             59,638       (31,781)       70,005
                                                                            -----------   -----------   -----------
       Net cash provided (used) by operating activities                          74,510       (20,307)       78,797
                                                                            -----------   -----------   -----------
</TABLE>


                                            (Continued)

          See accompanying notes to consolidated financial statements



<PAGE>


                       Americo Life, Inc. and Subsidiaries

                Consolidated Statement of Cash Flows (Continued)
                             (Dollars in thousands)
              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----
<S>                                                                        <C>           <C>           <C>
Cash flows from investing activities
   Purchases of fixed maturity investments                                  $  (532,177)  $  (425,122)  $  (338,645)
   Purchases of equity securities                                              (146,223)     (106,290)     (107,983)
   Purchases of other investments                                               (11,607)      (13,766)       (7,972)
   Mortgage loans originated                                                    (58,086)      (58,299)      (51,461)
   Maturities or redemptions of fixed maturity investments                       53,166        10,319        32,110
   Sales of fixed maturity available for sale investments                       455,265       346,488       257,910
   Sales of fixed maturity held to maturity investments                          58,574             -             -
   Sales of equity securities                                                   130,339       125,627       108,383
   Sales of other investments                                                     1,684             -        11,494
   Sale of subsidiary, net of cash sold                                               -             -        13,779
   Payment for subsidiaries acquired, net of cash acquired                            -             -       (15,377)
   Transfer of cash on disposition of block of insurance business              (100,000)            -             -
   Repayments from mortgage loans                                                17,066        20,892        27,818
   Change in due to broker                                                      (60,358)        1,608         3,151
   Change in policy loans                                                         2,884           193         4,723
                                                                            -----------   -----------   -----------
     Net cash used by investing activities                                     (189,473)      (98,350)      (62,070)
                                                                            -----------   -----------   -----------

Cash flows from financing activities
   Repayments of notes payable                                                   (9,155)      (21,318)         (283)
   Receipts credited to policyholder account balances                           439,199       454,864       284,251
   Return of policyholder account balances                                     (325,608)     (258,320)     (267,335)
   Dividends paid                                                                (2,000)       (2,000)       (2,000)
                                                                            ------------  ------------  ------------
     Net cash provided by financing activities                                  102,436       173,226        14,633
                                                                            -----------   -----------   -----------
Net increase (decrease) in cash and cash equivalents                            (12,527)       54,569        31,360
Cash and cash equivalents at beginning of year                                  122,787        68,219        36,859
                                                                            -----------   -----------   -----------
Cash and cash equivalents at end of year                                    $   110,260   $   122,788   $    68,219
                                                                            ===========   ===========   ===========

Supplemental disclosures of cash flow information

Cash paid during year for:
Interest                                                                    $    10,197   $    11,647   $    12,084
Income taxes                                                                      1,142         3,515          (359)

Supplemental schedule of non-cash investing and financing activities
Acquisition of subsidiaries:
     Fair value of assets acquired, net of cash acquired                    $        -    $        -    $    19,733
     Liabilities                                                                     -             -         (4,356)
                                                                            ----------    ----------    ------------
     Payment for subsidiaries acquired, net of cash acquired                $        -    $        -    $    15,377
                                                                            ==========    ==========    ============

          See accompanying notes to consolidated financial statements
</TABLE>





<PAGE>




                       Americo Life, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements
                (Dollars in thousands, except per share amounts)

1.       Organization and Summary of Significant Accounting Policies

     Americo Life,  Inc. ("the  Company") is a holding company for the following
stock life insurance  companies,  all of which are 100% owned: Americo Financial
Life and Annuity  Insurance Company (formerly The College Life Insurance Company
of America)  ("Americo  Financial"),  United  Fidelity  Life  Insurance  Company
("United  Fidelity"),  Great Southern Life Insurance Company ("Great Southern"),
National Farmers Union Life Insurance Company  ("National  Farmers"),  Financial
Assurance Life Insurance Company ("Financial Assurance") and The Ohio State Life
Insurance  Company  ("Ohio  State"),  collectively  referred to as the Insurance
Companies.  In May 1998,  the Company sold  Investors  Guaranty  Life  Insurance
Company  ("Investors  Guaranty") to an unrelated party.  Americo  Financial owns
100%  of  Americo   Financial   Services  Inc.  and  Pension   Consultants   and
Administrators, Inc. which are agency and third-party administration operations.
The Company  also has a 50% interest in Argus Health  Systems,  Inc.  ("Argus"),
which  processes  prescription  drug  claims.  The  Company  is  a  wholly-owned
subsidiary of Financial Holding Corporation ("FHC").

     All of the Insurance  Companies are domiciled in Texas.  One or more of the
Insurance  Companies  is  licensed in the  District  of Columbia  and all states
except New York. The above companies comprise an Insurance Company Holding Group
as  defined  by the  laws of the  State  of  Texas  and  are  bound  by  certain
regulations thereof in the conduct of their business.

Principles of consolidation and basis of presentation

     The consolidated  financial  statements include the accounts of the Company
and its direct and indirect wholly-owned  subsidiaries.  The Insurance Companies
maintain their accounts in conformity  with accounting  practices  prescribed or
permitted  by  state  insurance  regulatory  authorities.  In  the  accompanying
financial statements, such accounts have been adjusted to conform with generally
accepted accounting principles ("GAAP").  All significant  intercompany accounts
and transactions have been eliminated in consolidation.

     The  preparation  of  financial  statements  requires  management  to  make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Investments

     Fixed  maturity  investments  classified  as  held  to  maturity  are  debt
securities for which the Company has the positive  intent and ability to hold to
maturity and are stated at amortized cost with premiums  amortized to call dates
and discounts amortized to maturity dates. Fixed maturity investments classified
as trading are stated at market  value and the  resulting  unrealized  gains and
losses  are  recorded  in  earnings.  Marketable  equity  securities  and  fixed
maturities  available  for sale are reported at market  value and the  resulting
unrealized  gains or losses,  net of applicable  income  taxes,  are credited or
charged  to  stockholder's  equity.  If a  decline  in the  market  value  of an
individual  investment  is considered  to be other than  temporary,  the loss is
recorded as a realized  investment  loss. Gains or losses on sales of securities
are computed using the specific identification method.


<PAGE>


                       Americo Life, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (Continued)

     When the  Company  recognizes  changes  in  conditions  that  cause a fixed
maturity  investment to be  transferred to a different  category  (e.g.  held to
maturity or available for sale), the security is transferred at market value. If
the security is  transferred  from  available for sale to held to maturity,  the
related  unrealized  gain or loss is  amortized  to  investment  income over the
remaining  life of the  security.  If the security is  transferred  from held to
maturity  to  available  for sale,  the  unrealized  gain or loss is included in
stockholder's equity.

     For  mortgage-backed   securities,   the  Company  anticipates  prepayments
utilizing published data when applying the interest method. Periodic adjustments
to securities'  carrying values as a result of changes in actual and anticipated
prepayments are credited or charged to net investment income.

     Equity  securities,  consisting  of  marketable  common  and  nonredeemable
preferred  stocks,  are carried at market value. The Company's 50% or less owned
subsidiaries  are  accounted  for  using  the  equity  method,  under  which the
Company's  proportionate  share of earnings  is  recorded as a component  of net
investment income.

     Mortgage  loans on real  estate are stated at  aggregate  unpaid  principal
balances,  net of unamortized purchase premiums or discounts and less allowances
for estimated losses.  Unamortized  purchase premiums or discounts are amortized
using the effective yield method over the life of the related loan.

     Policy loans are stated at aggregate unpaid principal balances.

     Investment real estate is stated at cost, less allowances for  depreciation
and, as appropriate, provisions for possible losses.

     The Company  utilizes  futures  contracts  and call options to manage risks
related to its policyholder liabilities,  fixed maturities and equity securities
portfolio.  For those  contracts  which qualify for hedge  accounting,  gains or
losses on open  contracts  are  recorded  as an  adjustment  to the basis of the
assets  hedged and are included in net  unrealized  investment  gains.  Deferred
gains or losses on terminated  hedges on fixed  maturities  are  amortized  into
income  over the  remaining  life of the  asset.  Deferred  gains or  losses  on
terminated hedges on equity securities remain until the equity security is sold.
For those contracts which do not qualify for hedge  accounting,  gains or losses
are recorded as realized investment gains or losses.

New Pronouncements

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 133,  "Accounting for
Derivative Instruments and Hedging Activities". SFAS No. 133, as amended by SFAS
No. 138,  "Accounting  for Certain  Derivative  Investments  and Certain Hedging
Activities an Amendment of FASB Statement No. 133", provides guidance related to
the accounting for derivative instruments and hedging activities focusing on the
recognition  and  measurement  of  derivative  instruments.  This  statement  is
effective for all fiscal  quarters of all fiscal years  beginning after June 15,
2000.  Adoption  of this  statement  will not have a  significant  impact on the
consolidated financial statements of the Company.

Cash equivalents

     The Company  considers  all highly  liquid  financial  instruments  with an
original maturity of three months or less to be cash equivalents.



<PAGE>



Deferred policy acquisition costs and cost of business acquired

     The costs of new business produced, principally commissions, certain policy
issue and  underwriting  expenses  and certain  variable  agency  expenses,  are
deferred.  The cost of business acquired represents the amount of purchase price
assigned  to the value of the  policies  at  acquisition.  The cost of  business
acquired asset is no greater than the  actuarially  determined  present value of
future profits of the policies purchased.  For traditional life products,  these
costs are amortized in proportion  to premium  revenues over the  premium-paying
period of  related  policies  using  assumptions  consistent  with those used in
computing  benefit  reserves.   For  universal  life,   interest-sensitive   and
investment products, these costs are amortized in relation to the present value,
using the  current and  projected  credited  interest  rate,  of expected  gross
profits of the policies over the anticipated coverage period.

     Retrospective  adjustment  of  these  amounts  are made  annually  upon the
revision of estimates of current or future gross profits on universal  life-type
and annuity products to be realized from a group of policies.  Recoverability of
deferred policy acquisition costs and the cost of business acquired is evaluated
annually by comparing the current  estimate of future profits to the unamortized
asset  balances.  The revision of estimates  of future gross  profits  increased
income related to deferred policy  acquisition costs before provision for income
taxes by $13,677,  $985 and $6,203 for the years ended  December 31, 2000,  1999
and 1998,  respectively.  The  revision of  estimates  of future  gross  profits
decreased  income related to the cost of business  acquired before provision for
income taxes by $12,653,  $457 and $7,105 for the years ended December 31, 2000,
1999 and 1998, respectively.

     Anticipated  investment returns,  including realized gains and losses, from
the  investment  of  policyholder  balances are  considered in  determining  the
amortization of deferred policy acquisition costs, the cost of business acquired
and unearned policy  revenues.  When fixed maturities are stated at market value
an  adjustment is made to the deferred  policy  acquisition  costs,  the cost of
business   acquired  and  unearned  policy  revenues  equal  to  the  change  in
amortization  that would have been recorded if those fixed  maturities  had been
sold at their fair value and the proceeds  reinvested  at current  yields.  This
adjustment  is recorded net of income taxes  directly to the  accumulated  other
comprehensive income component of stockholder's equity.

Universal life-type and annuity products

     Policyholder  account balances of universal  life-type,  interest-sensitive
and annuity products represent  accumulated  contract values,  without reduction
for potential  surrender charges and deferred  front-end  contract charges which
are amortized over the term of the policies. Revenue for universal life-type and
other  interest-sensitive  products is  principally  comprised of insurance  and
policy  administration  fees and surrender  charges,  as well as amortization of
deferred front-end contract charges.  Benefits and claims are charged to expense
in the period  incurred,  net of related  accumulated  contract values released.
Interest on  accumulated  contract  values is credited to  contracts  as earned.
Crediting rates for universal  life-type and annuity  products ranged from 3% to
6% at December 31, 2000. The Company also issues universal life-type and annuity
products for which interest  credited is based upon a  participation  rate, load
and change in value of a stated equity-based index.

Traditional life insurance products

     Traditional  life insurance  products include whole life insurance and term
life  insurance.  Reserves for future policy  benefits are estimated using a net
level premium  method based upon  historical  experience  of investment  yields,
mortality and withdrawals,  including provisions for possible adverse deviation.
Investment yield  assumptions are based on historical rates ranging from 7.0% to
9.0%. Mortality assumptions are based on the 1975-1980 Select and Ultimate Basic
Table with certain modifications including underwriting classifications and year
of issue.  Withdrawal  assumptions  for all products are estimated  based on the
Insurance Companies'  experience.  Additions to these reserves are required when
their  balances,  in  addition  to future  net cash flows  including  investment
income,  are  insufficient to cover future  benefits and expenses.  Premiums for
these  products are recognized as revenue when due.  Traditional  life insurance
benefits and claims are charged to expense in the period incurred.


<PAGE>



Reinsurance

     Premiums and expenses  include amounts  related to reinsurance  assumed and
are stated net of amounts ceded. Reinsurance receivables and prepaid reinsurance
premiums are reported as assets and are recognized in a manner  consistent  with
the liabilities related to the underlying reinsured contracts.

Participating policies

     Participating life insurance policies  represent  approximately  1.4%, 1.2%
and 1.3% of the ordinary life insurance in force at December 31, 2000,  1999 and
1998,  respectively.  Premium  income  related to  participating  life insurance
policies  represents 4.0%, 3.8% and 3.3% of premiums and policy revenues for the
years 2000,  1999 and 1998,  respectively.  The  dividends  paid and accrued are
calculated in accordance with the terms of the individual  policy provisions and
the  dividend  schedule  as  reviewed  and  approved  annually  by the  Board of
Directors.

Property and equipment

     Company-occupied  property,  data  processing  equipment  and furniture and
office equipment,  included in other assets, are stated at cost less accumulated
depreciation of $10,307 and $10,814 at December 31, 2000 and 1999, respectively.
Depreciation  is  computed  on a  straight-line  basis for  financial  reporting
purposes using estimated useful lives of three to 30 years. Depreciation expense
was $5,339,  $5,358 and $5,492 for the years ended  December 31, 2000,  1999 and
1998, respectively.

Income taxes

     Provision for income taxes  includes  deferred taxes arising from temporary
differences  between  the  tax and  financial  reporting  basis  of  assets  and
liabilities.  This liability method of accounting for income taxes also requires
the Company to reflect the effect of a tax rate change on  accumulated  deferred
income taxes in income for the period in which the change is enacted.

Net income per common share

     Net income per common  share is  calculated  by  dividing  the  appropriate
income item by the average number of shares of common stock  outstanding  during
the period. There were no common share equivalents outstanding during 2000, 1999
or 1998.

Reclassifications

     Previously  reported  amounts for prior years have in some  instances  been
reclassified to conform to the current year presentation.

2.       Fair values of financial instruments

     The  following   estimated  fair  value  disclosures  are  limited  to  the
reasonable  estimates  of  the  fair  value  of  only  the  Company's  financial
instruments. The Company does not anticipate that any significant assets will be
disposed  of or that  any  significant  liabilities  would be  settled  at these
estimated fair values.

     Investment  securities:   The  estimated  fair  values  of  fixed  maturity
securities are based on quoted market prices where available. For fixed maturity
securities not actively traded,  fair values are estimated using values obtained
from  independent  pricing  services.  In the case of private  placements,  fair
values  are  determined  using  market  values  of  comparable  securities.  The
estimated fair values of equity securities are based on quoted market prices.

     Mortgage  loans:  The fair values of  mortgage  loans are  estimated  using
discounted cash flow analyses and interest rates being offered for similar loans
to borrowers with similar credit ratings.

     Policy  loans:  Policy loans are  generally  issued with coupon rates below
market rates and are considered early payment of the life benefit.  As such, the
carrying amount of these financial instruments is a reasonable estimate of their
fair value.

     Other  invested  assets:  The fair  value of the note  receivable  from PFS
Holding  Company  ("PFSH"),  a  wholly-owned  subsidiary of FHC, is estimated by
discounting future cash flows at current market rates.

     Cash  and  cash  equivalents:  The  carrying  value  of  these  instruments
approximates fair value.

     Annuities:  The fair values of the  Company's  annuities are estimated
using the current cash  surrender  value for the Company's annuity contracts.

     Notes payable:  The fair value of the Company's senior  subordinated  notes
equals the quoted  market  price at the  reporting  date.  The fair value of the
Company's  other notes payable was calculated  using a discounted  interest rate
which reflects prevailing market rates.

     The  estimated  fair  values  of the  Company's  financial  instruments  at
December 31, are as follows:
<TABLE>

                                                                2000                                1999
                                                    ------------------------------     -------------------------------

                                                      Carrying          Fair              Carrying         Fair
                                                       Amount          Value               Amount          Value
<S>                                                  <C>            <C>                 <C>             <C>
Financial assets:
   Fixed maturities held to maturity                  $   742,618    $   737,496         $   852,908     $   821,335
   Fixed maturities available for sale                  1,032,937      1,032,937             925,997         925,997
   Equity securities                                      104,771        104,771              73,448          73,448
   Mortgage loans                                         268,902        269,979             227,601         229,538
   Policy loans                                           194,651        194,651             209,979         209,979
   Other invested assets                                   10,000         10,052              10,000           9,775
   Cash and cash equivalents                              110,262        110,262             122,788         122,788
Financial liabilities:
   Annuities                                            1,147,750      1,037,566           1,122,400       1,021,384
   Notes payable                                          102,297         99,552             111,165         111,165
</TABLE>

3.   Change in Subsidiaries

     On May 8, 1998, Great Southern sold all of the outstanding  common stock of
Investors Guaranty, a wholly-owned subsidiary,  for $14,793, resulting in a gain
included in other income of $4,855.  All of the insurance  business of Investors
Guaranty is reinsured to an unaffiliated  insurance  company under a coinsurance
agreement  and  subsequently  reinsured  to  Great  Southern  under  a  modified
coinsurance  agreement on a 70% quota share basis. These reinsurance  agreements
are  unaffected  by the sale.  As of the date of sale,  Investors  Guaranty  had
assets totaling $10.3 million and liabilities totaling $0.4 million.

     In October 1998, the Company entered into a series of transactions with the
individual  owning the 50% of College Insurance Group, Inc. ("CIG") not owned by
the  Company.  The purpose of the  transactions  was to  consolidate  all of the
activities in the asset accumulation markets conducted by CIG and other entities
owned  100% by the  individual  with  those of the  Company.  Specifically,  the
Company  acquired  the other 50% of CIG for  $6,236  and  acquired  the stock or
assets of various marketing  entities  wholly-owned by the individual for $9,518
plus contingent  consideration of up to an additional $5,000 plus interest based
on achieving  certain  sales  production  levels.  Of this  amount,  $1,000 plus
interest was paid during 2000. In addition,  the Company  recaptured  all of the
insurance  liabilities  that were  previously  ceded to an  entity  owned by the
individual.  The Company paid $2,580,  $2,624 and $3,945 in 2000, 1999 and 1998,
respectively, to recapture these liabilities.


<PAGE>



4.   Investments

Fixed Maturities

     The amortized cost of investments in fixed  maturities,  the cost of equity
securities  and the estimated  market values of such  investments by category of
securities, are as follows:
<TABLE>

                                                                               December 31, 2000
                                                       ------------------------------------------------------------------

                                                                           Gross              Gross         Estimated
                                                         Amortized       Unrealized         Unrealized        Market
                                                            Cost           Gains              Losses          Value
<S>                                                    <C>             <C>                <C>             <C>
Held to maturity:
   U.S. Treasury and government securities              $      2,333    $        104       $          -    $      2,437
   Public utility securities                                  16,616             212               (217)         16,611
   Corporate securities                                      505,393           8,392            (13,969)        499,816
   Asset-backed securities                                    15,388             261                  -          15,649
   Mortgage-backed pass-through securities                    28,648             614               (168)         29,094
   Collateralized mortgage obligations                       174,240           1,511             (1,862)        173,889
                                                        ------------    ------------       ------------    ------------
                                                             742,618          11,094            (16,216)        737,496
                                                        ------------    ------------       ------------    ------------
Available for sale:
   U.S. Treasury and government securities                    23,808             838                  -          24,646
   Public utility securities                                   7,068               -               (451)          6,617
   Corporate securities                                      737,813           9,389            (33,745)        713,457
   Asset-backed securities                                   128,573           2,991             (1,260)        130,304
   Mortgage-backed pass-through securities                   111,503           3,896               (104)        115,295
   Collateralized mortgage obligations                        41,656           1,235               (273)         42,618
                                                        ------------    ------------       ------------    ------------
                                                           1,050,421          18,349            (35,833)      1,032,937
                                                        ------------    ------------       ------------    ------------
     Subtotal, all fixed maturities                        1,793,039          29,443            (52,049)      1,770,433
                                                        ------------    ------------       ------------    ------------
Equity securities                                             57,920          49,515             (2,664)        104,771
                                                        ------------    ------------       ------------    ------------
     Total fixed maturities and equity  securities      $  1,850,959    $     78,958       $    (54,713)   $  1,875,204
                                                        ============    ============       ============    ============
</TABLE>
<TABLE>

                                                                               December 31, 1999
                                                       ------------------------------------------------------------------

                                                                           Gross              Gross         Estimated
                                                         Amortized       Unrealized         Unrealized        Market
                                                            Cost           Gains              Losses          Value
<S>                                                    <C>             <C>                <C>             <C>
Held to maturity:
   U.S. Treasury and government securities              $      2,366    $         29       $        (95)   $      2,300
   Public utility securities                                  52,323             521             (2,336)         50,508
   Corporate securities                                      516,098           3,609            (25,661)        494,046
   Asset-backed securities                                    29,305               -             (1,674)         27,631
   Mortgage-backed pass-through securities                    26,463             419               (606)         26,276
   Collateralized mortgage obligations                       226,353             643             (6,422)        220,574
                                                       -------------   -------------      -------------   -------------
                                                             852,908           5,221            (36,794)        821,335
                                                       -------------   -------------      -------------   -------------
Available for sale:
   U.S. Treasury and government securities                    27,360             277               (108)         27,529
   Public utility securities                                  42,300              32             (1,861)         40,471
   Corporate securities                                      636,371             373            (50,677)        586,067
   Asset-backed securities                                    88,857             182             (5,142)         83,897
   Mortgage-backed pass-through securities                    83,560             238             (1,482)         82,316
   Collateralized mortgage obligations                       107,406           1,234             (2,923)        105,717
                                                       -------------   -------------      -------------   -------------
                                                             985,854           2,336            (62,193)        925,997
                                                       -------------   -------------      -------------   -------------
     Subtotal, all fixed maturities                        1,838,762           7,557            (98,987)      1,747,332
                                                       -------------   -------------      -------------   -------------
Equity securities                                             33,467          41,319             (1,338)         73,448
                                                       -------------   -------------      --------------  -------------
     Total fixed maturities and equity securities       $  1,872,229    $     48,876       $   (100,325)   $  1,820,780
                                                       =============   =============      =============-  =============
</TABLE>


     The amortized cost and estimated market value of mortgage-backed securities
by category at December 31, 2000 are as follows:
<TABLE>

                                                                Held to Maturity              Available for Sale
                                                           ---------------------------    ---------------------------

                                                                          Estimated                      Estimated
                                                            Amortized    Market Value      Amortized    Market Value
                                                               Cost                           Cost

<S>                                                         <C>           <C>              <C>           <C>
Pass-through agency securities                              $   28,648    $   29,094       $  111,503    $  115,295

Collateralized mortgage obligations:
   Sequential class                                             39,611        39,564           27,463        28,145
   Planned amortization class                                   56,293        55,861              144           143
   Very accurately defined maturity                             70,105        70,079            7,010         6,789
   Other                                                         8,231         8,385            7,039         7,541
                                                            ----------    ----------       ----------    ----------
                                                               174,240       173,889           41,656        42,618
                                                            ----------    ----------       ----------    ----------
     Total securities                                       $  202,888    $  202,983       $  153,159    $  157,913
                                                            ==========    ==========       ==========    ==========
</TABLE>


     The amortized cost and estimated market value of fixed maturities which are
held to maturity and  available  for sale at December 31, 2000,  by  contractual
maturity,  are shown below.  Expected  maturities  will differ from  contractual
maturities  because  borrowers may have the right to call or prepay  obligations
with or without penalties.
<TABLE>

                                                     Fixed Maturities                      Fixed Maturities
                                                     Held to Maturity                     Available for Sale
                                            -----------------------------------    ----------------------------------

                                                                 Estimated                              Estimated
                                             Amortized Cost     Market Value        Amortized Cost    Market Value

<S>                                          <C>               <C>                  <C>               <C>
Due in one year or less                      $      5,405      $      5,390         $     12,437      $     12,491
Due after one year through five years             143,751           143,686               58,549            57,748
Due after five years through ten years            213,281           208,226              288,189           283,284
Due after ten years                               177,293           177,211              538,087           521,501
Mortgage-backed securities                        202,888           202,983              153,159           157,913
                                             ------------      ------------         ------------      ------------
                                             $    742,618      $    737,496         $  1,050,421      $  1,032,937
                                             ============      ============         ============      ============
</TABLE>

     At December 31, 2000, the Company held below  investment  grade (S&P rating
below BBB-)  corporate  debt  securities  with an  aggregate  carrying  value of
$62,367 and market  value of $59,201.  At December  31,  1999,  the Company held
below  investment  grade corporate debt  securities  with an aggregate  carrying
value of $34,098 and market value of $33,045.  These  holdings  amounted to 1.5%
and  0.8%  of the  Company's  total  assets  at  December  31,  2000  and  1999,
respectively.


<PAGE>



     Fixed  maturities  with an amortized book value of $32,179 and $30,198 were
on deposit with insurance  regulatory agencies of certain states at December 31,
2000 and 1999, respectively.

     The Company  owns a $10,000,  9.25% senior  subordinated  note ("the note")
issued by PFSH which  matures in September  2004.  The note is included in other
invested assets on the Company's consolidated balance sheet.

Mortgage loans on real estate

     At December 31, mortgage loans on real estate consisted of:
<TABLE>
                                                                                        2000              1999
                                                                                        ----              ----

        <S>                                                                         <C>              <C>
        Mortgage loan principal                                                      $  269,352       $  227,976
        Net unamortized purchase discount                                                  (150)             (75)
        Allowance for losses                                                               (300)            (300)
                                                                                   ------------     ------------
           Net mortgage loans                                                        $  268,902       $  227,601
                                                                                   ============     ============
</TABLE>

     The Company's  mortgage  loans on real estate are  diversified  by property
type,  location and loan size and are collateralized by the related  properties.
At December 31, 2000,  mortgage  loans on real estate were  concentrated  in the
following property types:
<TABLE>
                                                                                                          % of
                                                                                        2000           Portfolio

       <S>                                                                          <C>                <C>
        Property type:
           Commercial
             Multi-family apartments                                                 $   76,490            28.4
             Industrial/Warehouses                                                       72,568            27.0
             Office buildings                                                            53,168            19.8
             Retail space                                                                37,252            13.9
             Other                                                                       27,887            10.4
           Residential                                                                    1,537             0.5
                                                                                     ----------         -------
             Total                                                                   $  268,902           100.0
                                                                                     ==========           =====
</TABLE>

     At December 31, 2000, the following  states had a concentration of mortgage
loans  aggregating  more  than  10% of the  Company's  mortgage  loans:  Texas -
$53,605; Missouri - $37,374; and Kansas - $29,648.

Investment in equity subsidiaries

     The following table presents summarized financial information on a combined
proportionate  basis  of the  Company's  equity  affiliates.  Amounts  presented
include the accounts of the Company's equity subsidiaries,  CIG, Argus, Hereford
LLP and a hotel joint venture.  The Company acquired the remaining 50% of CIG in
1998. Subsequent to the acquisition date, the operations of CIG are consolidated
in the Company's financial statements.

<TABLE>
                                                                             2000          1999          1998
                                                                             ----          ----          ----

        <S>                                                             <C>           <C>           <C>
        Current assets                                                   $   7,854     $   7,382     $   5,471
        Noncurrent assets                                                   21,291        17,466        17,547
        Current liabilities                                                  4,236         3,324         3,353
        Noncurrent liabilities                                              12,362         9,383         9,996
        Net revenues                                                        26,815        27,864        32,124
        Expenses applicable to net revenues                                 25,912        23,688        26,560
        Income from continuing operations                                      903         4,176         3,740
        Net income                                                             411         2,776         2,581
</TABLE>

     In 1999,  the Company  received a cash  distribution  from  Hereford LLP of
$240. In 1998,  the Company  received cash dividends from Argus and Hereford LLP
of $9,500 and $443, respectively.

Net investment income

     Net investment  income for the years ended December 31, is comprised of the
following:
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----

<S>                                                                         <C>           <C>            <C>
Fixed maturities                                                            $   136,618   $   126,739    $  124,157
Equity securities                                                                   844         1,328         1,484
Equity in earnings of equity subsidiaries                                           507         2,776         2,581
Mortgage loans on real estate                                                    19,434        16,883        16,518
Policy loans                                                                     11,610        12,572        12,671
Reinsurance funds held by reinsurer                                              54,732        60,342        66,895
Cash, short-term investments and other                                            7,852        12,431         8,005
                                                                            -----------   -----------   -----------
         Total investment income                                                231,597       233,071       232,311
Less investment expenses                                                         (6,080)       (5,449)       (5,777)
                                                                            -----------   -----------   -----------
         Net investment income                                              $   225,517   $   227,622   $   226,534
                                                                            ===========   ===========   ===========
</TABLE>

Realized gains and losses

     Realized  gains  and  losses  from  the  sales  and  other  redemptions  of
investments for the years ended December 31, are as follows:
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----
<S>                                                                        <C>           <C>           <C>
Fixed maturity securities:
   Held to maturity:
     Realized gains                                                         $       457   $         -   $         -
     Realized losses                                                             (7,909)            -             -
   Available for sale:
     Realized gains                                                               7,419         3,199        23,193
     Realized losses                                                            (11,385)         (592)       (1,212)
Equity securities:
   Realized gains                                                                24,404        14,391         6,018
   Realized losses                                                              (20,095)      (13,032)      (21,642)
Other investments:
   Realized gains                                                                 1,480           276         4,929
   Realized losses                                                                 (944)          (68)       (3,002)
                                                                            -----------   -----------   -----------
Total net realized investment gains                                         $    (6,573)  $     4,174   $     8,284
                                                                            ============  ===========   ===========
</TABLE>

Certain  circumstances  during  2000  caused the Company to change its intent to
hold  specific  securities  to  maturity.  Due  to  evidence  of  a  significant
deterioration  in  an  issuer's  creditworthiness,  $9,256  of  held-to-maturity
securities  were  sold,  resulting  in a  realized  loss of  $7,256.  Also,  the
disposition  of a block  of life  insurance  business  resulted  in the  sale of
held-to-maturity  securities  to maintain the Company's  existing  interest rate
risk  position.  Securities  totaling  $58,141 were sold resulting in a realized
loss of $196.


<PAGE>



     Following  are the  components  of net  unrealized  investment  gains as of
December 31:
<TABLE>

                                                                                              2000          1999
                                                                                              ----          ----
<S>                                                                                      <C>           <C>
Investments carried at amortized cost:
   Fixed maturities available for sale                                                    $   (19,347)  $   (62,186)
   Fixed maturities reclassified from available for sale to held to maturity                   26,712        33,482
Investments carried at estimated fair value:
   Equity securities                                                                           46,752        39,981
Effect on other balance sheet accounts                                                           (509)       16,984
Deferred income taxes                                                                         (17,973)       (9,102)
                                                                                          -----------   -----------
     Net unrealized investment gains                                                      $    35,635   $    19,159
                                                                                          ===========   ===========
</TABLE>

     In November 1995, the FASB issued "A Guide to  Implementation  of Statement
115 on Accounting for Certain  Investments in Debt and Equity  Securities" ("the
Guide") which, among other things, provided entities with a one-time opportunity
to transfer some or all securities from held to maturity.  In December 1995, the
Company  transferred  fixed maturity  securities with an amortized book value of
$195,207  and a market  value of $198,329  out of the held to maturity  category
into the  available for sale  category.  Additionally,  the Company  transferred
fixed maturity  securities with an amortized book value of $169,439 and a market
value  of  $178,883  out of the  available  for sale  category  into the held to
maturity  category.  In  1993,  the  Company  transferred  securities  from  the
available for sale category to the held to maturity category. The net unrealized
gains of  $26,712  and  $33,482 at  December  31,  2000 and 1999,  respectively,
relating  to  these  investments  transferred  to held  to  maturity  are  being
amortized  into income  using the  effective  yield method over the lives of the
related securities.

     The components of other comprehensive income are as follows:
<TABLE>

                                                                      Amounts           Income       Amounts Net of
                                                                    Before Tax          Taxes              Tax
2000

<S>                                                                 <C>              <C>               <C>
Unrealized holding gains arising during period                      $    25,555      $    (8,944)      $    16,611
Reclassification adjustments for gains realized
  in net income                                                            (207)              72              (135)
                                                                    -----------      -----------       -----------
Other comprehensive income                                          $    25,348      $    (8,872)      $    16,476
                                                                    ===========      ===========       ===========

1999

Unrealized holding losses arising during period                     $   (60,535)     $    21,188       $   (39,347)
Reclassification adjustments for gains realized
  in net income                                                          (3,066)           1,073            (1,993)
                                                                    -----------      -----------       -----------
Other comprehensive income                                          $   (63,601)     $    22,261       $   (41,340)
                                                                    ===========      ===========       ===========

1998

Unrealized holding gains arising during period                      $    15,689      $    (5,470)      $    10,219
Reclassification adjustments for gains realized
  in net income                                                         (10,297)           3,604            (6,693)
                                                                    -----------      -----------       -----------
Other comprehensive income                                          $     5,392      $    (1,866)      $     3,526
                                                                    ===========      ===========       ===========
</TABLE>




<PAGE>



     The carrying value of investments that were non-income producing during the
three year period  ended  December  31, 2000 was not  material to the  Company's
consolidated financial position.

5.       Deferred Policy Acquisition Costs and Cost of Business Acquired

     The balances of and changes in deferred  policy  acquisition  costs and the
cost of business  acquired as of and for the three years ended  December 31, are
as follows:
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----

<S>                                                                        <C>           <C>           <C>
Deferred policy acquisition costs:
  Balance, beginning of year                                                $   212,860   $   131,574   $    87,840
  Capitalization of expenses                                                     76,032        64,813        44,548
  Other additions                                                                     -             -        30,645
  Disposition of insurance business                                             (22,893)            -             -
  Interest accretion                                                             11,062         9,290         7,286
  Amortization                                                                  (25,241)      (44,667)      (19,868)
  Amounts related to fair value adjustment of fixed maturity securities         (23,141)       51,850       (18,877)
                                                                            ------------  -----------   -----------
  Balance, end of year                                                      $   228,679   $   212,860   $   131,574
                                                                            ===========   ===========   ===========

Cost of business acquired:
  Balance, beginning of year                                                $   219,490   $   247,125   $   300,180
  Additions                                                                           -           425         9,497
  Interest accretion                                                             10,361        12,356        15,453
  Amortization                                                                  (59,014)      (50,283)      (77,524)
  Amounts related to fair value adjustment of fixed maturity securities          (4,379)        9,867          (481)
                                                                            ------------  -----------   -----------
  Balance, end of year                                                      $   166,458   $   219,490   $   247,125
                                                                            ===========   ===========   ===========
</TABLE>


     The estimated  amortization and interest  accretion of the cost of business
acquired for the five years ending December 31, 2005 are as follows:
<TABLE>

                                                                                 Interest           Estimated
                                                           Amortization          Accretion         Net Decrease

         <S>                                               <C>                <C>                  <C>
         2001                                               $   33,320         $    8,328           $   24,992
         2002                                                   27,923              7,045               20,878
         2003                                                   23,691              5,968               17,723
         2004                                                   19,488              5,075               14,413
         2005                                                   16,403              4,327               12,076
</TABLE>




<PAGE>



6.       Insurance Liabilities and Reinsurance

     Insurance liabilities at December 31, consist of the following:
<TABLE>

                                                                                            2000           1999
                                                                                            ----           ----
<S>                                                                                   <C>             <C>
Policyholder account balances:
   Universal life                                                                      $  1,475,997    $  1,477,227
   Annuities                                                                              1,147,750       1,122,400
                                                                                       ------------    ------------
                                                                                       $  2,623,747    $  2,599,627
                                                                                       ============    ============

Reserves for future policy benefits:
   Traditional life                                                                    $    804,105    $    807,391
   Accident and health                                                                        2,433           2,524
   Supplementary contracts                                                                   13,405          13,025
                                                                                       ------------    ------------
                                                                                       $    819,943    $    822,940
                                                                                       ============    ============
</TABLE>

     At December 31, 2000,  approximately 94% of the annuity account balances of
the Insurance Companies are subject to surrender charges upon early withdrawal.

     The  Insurance  Companies  cede and assume  reinsurance  with  unaffiliated
companies.  The  maximum  portion  of  the  risk  retained  on the  life  of any
individual is $350.

     The Company is party to agreements which coinsure 100% of the Ohio State
and Investors Guaranty policies and the policies of two other blocks of business
to unaffiliated reinsurers (Reinsurers). The Company is also party to agreements
with the Reinsurers to reinsure certain risks on the same insurance  policies to
Americo Financial.  These agreements  effectively transfer 30% of the profits of
the Ohio State and Investors Guaranty policies to the Reinsurers. The agreements
provide  that the  assets and  insurance  liabilities  related to the  reinsured
policies  are to be  retained  by the  Reinsurers.  The assets  retained  by the
Reinsurers are held in an escrow account for the benefit of Americo Financial.

     These various  agreements are collectively  referred to as the "Reinsurance
Agreements".  The Company  accounts for the Reinsurance  Agreements by recording
the direct  and  assumed  insurance  liabilities  and  amounts  receivable  from
Reinsurers  equal to the  assets  held by the  Reinsurers.  Premiums  and policy
revenues and policyholder  benefits from the reinsured  policies are included in
the Company's statement of income.  Interest income earned on the assets held by
the Reinsurers is recorded as investment income.

     At  December  31,  the  amounts  receivable  from  reinsurers,  the cost of
business  acquired  and the  insurance  liabilities  related to the  Reinsurance
Agreements included on the Company's consolidated balance sheet are as follows:
<TABLE>

                                                                                         2000              1999
                                                                                         ----              ----

<S>                                                                                  <C>              <C>
Amounts receivable from reinsurers                                                   $    912,166     $  1,028,385
Cost of business acquired                                                                  95,771          127,397
Insurance liabilities                                                                     991,352        1,143,645
</TABLE>

     The  Reinsurers  will  receive  a portion  of  statutory  profits  from the
reinsured  policies  until the  Reinsurers  has  recovered  the  initial  ceding
commission. Upon termination of the reinsurance agreements, Americo Financial is
required to reimburse the  Reinsurers for the amount of the  unrecovered  ceding
commission.


<PAGE>



    Amounts receivable from reinsurers consists of the following at December 31:
<TABLE>

                                                                                         2000              1999
                                                                                         ----              ----

<S>                                                                                 <C>              <C>
Amounts recoverable for ceded future policy benefits                                $   1,139,684    $   1,172,898
Unrecovered ceding commission                                                             (79,186)        (115,260)
Amounts recoverable on ceded policy and contract claims                                    14,709           16,277
Amounts recoverable on paid losses                                                          2,883            6,110
Other                                                                                      61,583           60,181
                                                                                    -------------    -------------
                                                                                    $   1,139,673    $   1,140,206
                                                                                    =============    =============
</TABLE>

     Amounts receivable from reinsurers include $16,375 and $13,221 from another
unrelated insurance company at December 31, 2000 and 1999, respectively.

     Reinsurance  contracts  do not relieve the Company from its  obligation  to
policyholders.  Failure of reinsurers to honor their obligations would result in
losses to the Company.  The Company  evaluates  the  financial  condition of its
reinsurers and monitors concentrations of credit risk arising from activities or
economic   characteristics  of  the  reinsurers  to  minimize  its  exposure  to
significant  losses from  reinsurer  insolvencies.  At  December  31,  2000,  no
allowance has been established as all amounts are deemed collectible.

     Premiums  ceded under  reinsurance  agreements  were  $68,124,  $49,905 and
$50,283 for the years ended  December  31,  2000,  1999 and 1998,  respectively.
Reinsurance  recoveries  netted  against  other  policyholder  benefits  totaled
$57,307,  $55,494 and $52,738 for the years ended  December 31,  2000,  1999 and
1998, respectively.  The Insurance Companies are liable for reinsurance ceded to
other  companies in the event the  reinsurers are unable to pay their portion of
the policy benefits.

     Certain of the  Insurance  Companies  have ceded blocks of insurance  under
financial  reinsurance  treaties  to provide  funds for  acquisitions  and other
purposes.  These reinsurance transactions represent financial arrangements under
generally accepted accounting principles, and accordingly,  are not reflected in
the accompanying financial statements,  except for the associated risk fees. For
statutory accounting purposes,  these financial reinsurance transactions provide
a reserve credit which increases statutory surplus.

     In May 2000, the Company entered into an agreement to permanently  reinsure
a block of payroll-deduction  life insurance business to an unaffiliated company
on an indemnity  coinsurance  basis using an effective  date of January 1, 2000.
However,  the policy  liabilities remain as direct liabilities to the Company in
the accompanying  consolidated  financial statements.  As of the effective date,
liabilities  associated with these policies  totaled $138.5  million.  Under the
reinsurance  agreement,  the Company  transferred  cash assets  totaling  $100.0
million and  miscellaneous  assets  totaling  $17.1 million to the  unaffiliated
reinsurer.  In addition,  the Company removed deferred policy  acquisition costs
totaling $20.3 million from its consolidated financial statements in conjunction
with this  disposition.  In order to fund the cash  transfer,  the Company  sold
fixed  maturity  held to maturity  investments  with an amortized  cost of $54.6
million and realized net investment losses of $0.3 million on those sales. For a
period of at least three  years,  the  Company  will  continue to service  these
policies for a fee paid by the reinsurer.  This  transaction  has no significant
effect  on  the  Company's   consolidated   financial  position  or  results  of
operations.  Amounts  receivable  from this reinsurer  related to this agreement
totaled $134.7 million at December 31, 2000.


<PAGE>



7.       Notes Payable

     Notes payable at December 31, are comprised of the following:
<TABLE>

                                                                                           2000           1999
                                                                                           ----           ----

<S>                                                                                   <C>            <C>
Senior subordinated notes bearing interest at 9.25%, due 2005                          $    91,500    $   100,000
Unsecured discounted $12,000 notes, bearing interest at an effective interest rate
of   11.5%, payable in semi-annual equal installments due 2010                               7,216          7,616
Unsecured discounted $5,000 note, bearing interest at an effective interest rate of
12.0% due 2015                                                                               3,143          3,094
Other                                                                                          438            455
                                                                                       -----------    -----------
                                                                                       $   102,297    $   111,165
                                                                                       ===========    ===========
</TABLE>

     The senior  subordinated  notes (the Notes) are redeemable at the option of
the Company,  in whole or in part, at 100% of the principal amount on January 1,
2000 and thereafter. Several of the Company's insurance subsidiaries purchased a
total of $8,500 of outstanding notes during 2000.

     The  unsecured  discounted  notes bear  interest at 6.5% per annum  payable
semi-annually and rank pari passu with the Notes. The Company recorded the notes
at their fair value at the date of issuance  using  effective  interest rates of
11.5% and 12.0%. The unamortized  discount at December 31, 2000 was $3,501.  The
$5,000 note is subject to contractual  set-off rights and is held under a pledge
and  escrow  agreement  to secure  certain  indemnification  obligations  to the
Company.

     In 1995,  the Company  entered into a $70,000  Credit  Agreement  which was
provided  by a  syndicate  of  lenders  with  The  Chase  Manhattan  Bank as the
administrative  agent. The Credit Agreement was amended and restated in December
1996 and  subsequently  amended in 1997 and 1998. The Company repaid all amounts
outstanding  under the  Credit  Agreement  during  1999.  The  Credit  Agreement
operated as a revolving  credit  facility until December 31, 1999, at which time
it was  terminated.  Amounts  outstanding  under the  Credit  Agreement  accrued
interest at a variable rate or the prime rate. The Company paid 0.2% per year on
the unused portion of the Credit Agreement.

     The  Notes  contain  certain  covenants  including,  but  not  limited  to,
limitations on indebtedness,  liens securing  indebtedness,  sale or issuance of
capital stock of the Company's  subsidiaries,  restricted payments,  issuance of
other subordinated indebtedness,  investments, dividends and other distributions
by the Company's subsidiaries and transactions with affiliates.  The Company was
in compliance with all debt covenants at December 31, 2000.

     The aggregate principal payments due during each of the next five years are
as follows:

<TABLE>

          <S>                         <C>
           2001                        $      421
           2002                               443
           2003                               496
           2004                               551
           2005                            92,118
           Later years                      8,268
                                       ----------
                                       $  102,297
</TABLE>



<PAGE>



8.       Stockholder's Equity and Statutory Surplus

     The Insurance  Companies are required by the applicable  state's department
of insurance to maintain  minimum levels of statutory  capital and surplus.  The
reported statutory capital and surplus of each company at December 31, 2000 was:
<TABLE>

                                                       Reported Statutory
              Company                                  Capital and Surplus
              <S>                                        <C>
              United Fidelity                             $    92,039
              Great Southern                                  174,204
              Americo Financial                                56,320
              National Farmers                                 22,660
              Ohio State                                      124,797
              Financial Assurance                               6,112
</TABLE>

     Dividend  distributions  of the  Insurance  Companies  to their  respective
stockholder  exceeding the greater of statutory net gain from operations  during
the  preceding  year or 10% of capital and  surplus at the end of the  preceding
year are subject to the prior  approval of the Texas  Department  of  Insurance.
Dividends from the Insurance  Companies may be paid only from  statutory  earned
surplus as determined  in accordance  with  accounting  practices  prescribed or
permitted  by the Texas  Department  of  Insurance.  In  addition,  the National
Association of Insurance  Commissioners  ("NAIC") has minimum risk-based capital
requirements  which  effectively  restrict  the  payment  of  dividends  by  the
Insurance Companies.  At December 31, 2000 the Insurance Companies had statutory
capital  and  surplus in excess of the levels  required  by the NAIC  risk-based
capital guidelines.

     SOP 94-5  "Disclosure  of Certain  Matters in the  Financial  Statements of
Insurance  Enterprises"  requires  insurance  enterprises to disclose  permitted
statutory  accounting  practices  which  have a material  effect on capital  and
surplus or RBC. Permitted  practices encompass those practices not prescribed by
state  laws,   regulations  and   administrative   rules  or  by  existing  NAIC
authoritative  literature.  The Company does not have any  statutory  accounting
practices which are required to be disclosed under SOP 94-5.

     Accounting  practices used to prepare  statutory  financial  statements for
regulatory  filings of stock life  insurance  companies  differ  from GAAP.  The
following  table  summarizes  capital  stock and  surplus  and net income of the
Insurance   Companies   determined  in  accordance  with  accounting   practices
prescribed or permitted by the state  insurance  departments.  Included in these
amounts  are  amounts  recorded  in  accordance  with  GAAP  for   non-insurance
subsidiaries.
<TABLE>

                                                                    2000             1999              1998
                                                                    ----             ----              ----

          <S>                                                   <C>               <C>              <C>
           Capital and common stock                              $  136,216        $  128,370       $  129,204
           Net income (loss)                                          2,288            16,573          (13,422)
</TABLE>

9.       Income Taxes

     Americo  Life,  Inc.  will file a  consolidated  federal  life and non-life
income tax return with FHC and FHC's eligible life and non-life subsidiaries. As
Financial  Assurance  is  ineligible  to join in the filing of the  consolidated
return, it will file separately. The Company and its subsidiaries are charged or
credited  an amount of federal  income tax equal to the tax that would have been
due for each entity on a separate  return basis in accordance with a written tax
allocation  agreement.  Net  operating  losses of members  in each  consolidated
return are utilized on a first-in, first-out basis.


<PAGE>



      The provision for U.S. federal income taxes for the years ended December
 31, is comprised of the following:
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----

<S>                                                                         <C>           <C>           <C>
Current tax provision                                                       $        74   $     5,746   $      (522)
Deferred tax provision                                                            7,494        (1,002)        3,757
                                                                            -----------   -----------   -----------
   Provision for income taxes                                               $     7,568   $     4,744   $     3,235
                                                                            ===========   ===========   ===========
</TABLE>

     The  provision  for income  taxes  differed  from the  amounts  computed by
applying the applicable U.S.  statutory federal income tax rate of 35% to pretax
income from continuing operations as a result of the following differences:
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----

<S>                                                                         <C>           <C>           <C>
Computed tax at statutory rate                                              $     7,854   $     5,676   $     4,209
Change in tax resulting from:
   Availability of dividends received deduction to offset taxable
temporary differences                                                              (347)         (725)         (785)
   Other                                                                             61          (207)         (189)
                                                                            -----------   -----------   -----------
     Provision for income taxes                                             $     7,568   $     4,744   $     3,235
                                                                            ===========   ===========   ===========
</TABLE>

     The Company's net deferred federal tax liabilities are comprised of the tax
cost or benefit associated with the following items based on the 35% tax rate in
effect:
<TABLE>

                                                                                              2000          1999
                                                                                              ----          ----
<S>                                                                                      <C>           <C>
Deferred tax liability:
    Agent balances                                                                        $       131   $     7,387
    Cost of business acquired                                                                 144,263       137,881
    Investments                                                                                 1,256         5,290
    Net unrealized investment gains                                                            19,301        10,430
                                                                                          -----------   -----------
         Total deferred tax liability                                                         164,951       160,988
                                                                                          -----------   -----------
Deferred tax asset:
    Policy reserves                                                                            63,550        75,706
    Deferred policy acquisition costs                                                          26,529        26,613
    Utilization of net operating losses                                                         1,008         1,289
    Unearned policy revenues                                                                   19,522        16,733
    Other                                                                                         427         3,098
                                                                                          -----------   -----------
Deferred income tax assets before valuation allowances                                        111,036       123,439
    Less: valuation allowance                                                                  (2,982)       (2,982)
                                                                                          -----------   -----------
         Total deferred tax asset                                                             108,054       120,457
                                                                                          -----------   -----------
Net deferred tax liability                                                                $    56,897   $    40,531
                                                                                          ===========   ===========
</TABLE>

     A  valuation  allowance  is  provided  related  to the tax  benefit of loss
carryovers  and deductible  differences  because it is more likely than not that
such benefits will not be realized.

     Under the  provision  of the pre-1984  life  insurance  company  income tax
regulations, a portion of "gain from operations" of a life insurance company was
not subject to current  taxation but was  accumulated,  for tax  purposes,  in a
special tax memorandum account  designated as  "Policyholders'  Surplus Account"
(PSA).  Federal  income  taxes will become  payable on this  account at the then
current tax rate when and to the extent the account exceeds a specific  maximum,
or when and if  distributions  to  stockholders,  other than stock dividends and
other limited exceptions, are made in excess of the accumulated previously-taxed
income. At December 31, 2000, the Insurance  Companies had aggregate balances in
their PSA of approximately $11,549. Federal income tax of $4,043 would be due if
the entire  balance is  distributed  at the  current  income tax rate of 35%. No
provision has been recorded relating to any potential distributions from the PSA
subsequent to 2000.



     At December 31, 2000,  the Insurance  Companies  with balances in their PSA
had aggregate  balances in their  Shareholder  Surplus Accounts of approximately
$80,749 from which distributions could be made without incurring any federal tax
liability with respect to the PSA accounts.

     Certain   subsidiaries   have  net  operating  loss   carryovers   totaling
approximately  $3,487  which  will  begin  to  expire  in  2009  if  unutilized.
Utilization of these losses is limited to income  generated on a separate return
basis.

10.      Commitments and Contingencies

     The Company leases certain data processing equipment and office space, some
of which are leased from related parties under operating leases.  Rental expense
was  $4,811,  $4,835 and  $3,678 in 2000,  1999 and 1998,  respectively,  and is
included  in  other  operating   expenses.   Approximate  future  minimum  lease
commitments  for leases  whose terms are greater  than one year at December  31,
2000 are as follows:
<TABLE>

<S>                 <C>                               <C>
                    2001                              $    3,721
                    2002                                   3,378
                    2003                                   2,921
                    2004                                   2,673
                    2005 and thereafter                   12,199
                                                      ----------
                                                      $   24,892
</TABLE>

     Great Southern is a defendant in four purported  class action lawsuits that
were consolidated in May 1998 for multidistrict  litigation pretrial proceedings
in the U.S.  District  Court  for the  Northern  District  of Texas (In re Great
Southern Life  Insurance  Company Sales  Practice  Litigation).  These  lawsuits
allege deceptive sales practices in the marketing of Great Southern's whole life
and  universal  life  insurance  policies  and  seek  unspecified  compensatory,
punitive  and/or  treble  damages.  On March 14, 2000,  the court filed an order
certifying  a class of all current and former  owners of excess  interest  whole
life and/or universal life policies issued from 1982 through 1997. Additionally,
on August 13,  1998,  a fifth  purported  class  action  lawsuit  also  alleging
deceptive  sales  practices was filed  against Great  Southern in state court in
Dallas, Texas (Ebling v. Great Southern Life Insurance Co., 68th District Court,
Dallas County, Texas.) In December 2000, the Ebling action was dismissed without
prejudice for want of  prosecution.  The dismissal order became final in January
2001.

     On July 16,  1998,  Great  Southern,  Fremont  Life  Insurance  Company and
Fremont General Corporation (collectively "Fremont") were named as defendants in
a purported  class action lawsuit  arising out of the sale of, and imposition of
surrender  charges under,  deferred annuity  contracts  (Gularte v. Fremont Life
Ins. Co., et al., Los Angeles Superior Court, Los Angeles, California). On April
2, 1999, the court entered judgment dismissing with prejudice the action against
Great Southern and all other  defendants.  On May 31, 2000, the California Court
of Appeals affirmed the dismissal of plaintiff's  fraud and reformation  claims,
but  reversed  the  dismissal of claims  alleging  unconscionability,  breach of
covenant  of  good  faith  and  fair  dealing,  and  statutory  unfair  business
practices.  The California Supreme Court denied defendants' petition for review,
and the case has been remanded to the trial court for further proceedings.

     Great  Southern  and the  Company,  together  with one of Great  Southern's
general  agents,  Great  American  Life  Underwriters   ("GALU"),   Entrepreneur
Corporation,  Mercantile Life Insurance Company,  American Planning  Corporation
and various  individuals,  including  certain officers of Great Southern and the
Company,  are named defendants in an action that was certified as a class action
on April 28, 1998 (Thibodeau et al. v. Great American Life Underwriters, et al.,
District  Court,  Dallas  County,  Texas).  The  class  members,  who were  life
insurance  agents for GALU,  allege that they were defrauded by defendants  into
surrendering renewal commissions in return for the promise of stock ownership in
an unrelated company (Entrepreneur  Corporation) to be made public at some point
in the future.  On July 26, 2000, the Court  approved a class action  settlement
pursuant to which Great Southern paid $1.1 million to settle the claims asserted
by the  plaintiff  class.  The  costs  of  implementing  the  settlement,  after
consideration of amounts provided in the consolidated financial statements,  did
not have a material  adverse  effect on the financial  condition of the Company.
Some members of the class appealed the trial court's approval of the settlement,
which appeal  is  pending.  Shortly before the  settlement was  approved by  the
Court,  a  co-defendant  named in the  lawsuit,  Norman T.  Faircloth,  filed  a
cross-claim  against  several of the other  defendants,  including  the Company,
Great Southern, Great American Life Underwriters,  Inc., Entrepreneur Corp., and
certain  officers of Great  Southern and the Company.  The  cross-claim  asserts
claims similar to those  asserted by the  plaintiffs in the underlying  lawsuit,
and seeks similar relief including actual damages,  treble and punitive damages,
emotional  distress  damages and an accounting.  The cross-claim is brought by a
single  individual  and does not seek  relief  on behalf of a class or any other
persons. The Court has severed this cross-claim.

     On July 2, 1999, a purported  class action  lawsuit  (Notzon v. The College
Life Insurance  Company of America,  et al., 111th District Court,  Webb County,
Texas) was filed  against the  Company,  The College Life  Insurance  Company of
America and several of its  officers,  directors and other  affiliated  parties,
several  other  subsidiaries  of  the  Company  and  several  other  defendants.
Plaintiff's claims against the various defendants include allegations of various
misrepresentations,  deceptive  trade  practices  and  statutory  violations  in
connection with the marketing and  administration  of deferred  annuity and life
insurance  products sold to school  teachers and others.  The suit seeks actual,
rescissory,  treble and punitive damages,  as well as injunctive and declaratory
relief.  The suit  initially  was removed to federal  court but was  remanded to
state court.

     On October 21, 1999, a purported  class  action  lawsuit was filed  against
Great Southern in Orange County Superior Court, California (Alexander v. Fremont
General  Corporation,  Fremont  Life  Insurance  Co.,  and Great  Southern  Life
Insurance Co.). Plaintiff alleges  misrepresentations and other wrongful conduct
in connection  with the imposition of increased cost of insurance  charges under
certain  universal  life  policies  assumed or issued by Fremont Life  Insurance
Company, and which were subsequently  assumed by Great Southern.  The suit seeks
actual and punitive damages, as well as injunctive and restitutionary relief and
an accounting.

     On August 16,  1999,  a purported  class  action  lawsuit  (Pritzker v. The
College Life Insurance Company of America,  and Loyalty Life Insurance  Company,
U.S.  District  Court for the District of  Massachusetts)  was filed against the
Company's subsidiary,  The College Life Insurance Company of America, and former
subsidiary,     Loyalty    Life    Insurance    Company.    Plaintiff    alleges
misrepresentations, breach of contract, and other wrongful conduct in connection
with the  imposition  of  increased  cost of  insurance  charges  under  certain
universal life policies assumed by defendants. Plaintiff also alleges defendants
paid  less  than the  minimum  guaranteed  interest  due  under  such  policies.
Plaintiff  also has sought leave to add a claim that  defendants  misrepresented
the amount of interest paid in excess of the guaranteed amounts.  The suit seeks
actual  and  punitive  damages,  restitutionary  and  injunctive  relief  and an
accounting.

     On November  22, 1999, a purported  class  action  lawsuit  (Knauer v. Ohio
State  Life  Insurance  Company)  was filed in the Court of Common  Pleas,  Erie
County,  Ohio, and  subsequently  was removed by defendant to the U.S.  District
Court for the  Northern  District of Ohio,  Western  Division.  The suit alleged
misrepresentations  and  other  wrongful  conduct  wherein  defendant  allegedly
collected  premiums for life insurance  policies prior to being bound to provide
coverage and allegedly  misrepresented  that  premiums  would  "vanish"  after a
certain  time  period.  The  suit  sought  actual  and  punitive  damages,   and
declaratory,  restitutionary  and  injunctive  relief.  The suit was  settled in
January  2001  by  a  payment  of a  nominal  amount  to  the  individual  named
plaintiffs.  Plaintiffs'  class  allegations were withdrawn and their individual
claims were dismissed with prejudice.

     A  purported  class  action  lawsuit  (Elizabeth  Lukens v. Ohio State Life
Insurance Company) was filed in the U.S. District Court for the Eastern District
of  California  in November,  2000.  The suit alleges that on or before June 25,
1990,  defendant breached the terms of its universal life policies by increasing
its insurance rates without  justification.  The suit alleges that the increased
rates  were   improperly   motivated  by  defendant's   desire  to  pass  on  to
policyholders its increased tax liabilities under federal  legislation passed in
1990 governing the tax accounting for deferred  policy  acquisition  costs.  The
suit  asserts  claims for breach of  contract,  breach of duty of good faith and
fair dealing,  and acts of unfair competition under the California  Business and
Professions  Code.  The  suit  seeks   compensatory  and  exemplary  damages  in
unspecified amounts, in addition to injunctive and restitutionary relief.


<PAGE>



     The Company and its  subsidiaries  named in the above pending  actions deny
any  allegations  of  wrongdoing  and intend to defend the  actions  vigorously.
Although  plaintiffs  in  these  actions  generally  are  seeking  indeterminate
amounts,  including  punitive and treble  damages,  such amounts could be large.
Although  there can be no  assurances,  at the present time the Company does not
anticipate  that the ultimate  liability  arising from such pending  litigation,
after   consideration  of  amounts   provided  in  the  consolidated   financial
statements,  will have a material  adverse effect on the financial  condition of
the Company.

     The  Company  is also  named as  defendant  in a number  of other  lawsuits
arising from the normal course of business,  however, management does not expect
that these will result in a material loss to the Company.


11.      Employee Benefit Plans

     Great Southern is a sponsor of several contributory  postretirement benefit
plans  which  provide  life  and  medical  insurance  to  participating  retired
employees and agents. Great Southern's former parent assumed  responsibility for
employees  and agents who retired on or after  August 1, 1984.  Future  costs of
benefits for employees  and agents who retired prior to August 1, 1984,  are the
responsibility of the Company. A liability for these postretirement  benefits of
$1,180 is included in other liabilities at both December 31, 2000 and 1999.

12.      Segment Information

     The Company has determined that its reportable  segments are those that are
based on the Company's method of internal  reporting,  which  disaggregates  its
business by product type. The Company's  reportable segments are: life insurance
operations,  asset  accumulation  products  operations  and  non-life  insurance
operations.  The life insurance  segment includes  traditional  term, whole life
insurance, universal-life insurance and annuity products. This segment primarily
consists  of  insurance  business  acquired  by the  Company.  The  accumulation
products  segment  includes  primarily  annuity  products  sold to public school
teachers and  administrators  and to the senior market.  The non-life  insurance
segment  includes the Company's 50%  investment in Argus and its  investments in
real estate. The Company's business is conducted primarily in the United States.

     The  financial  results of the  Company's  segments are presented on a GAAP
basis.  Net investment  income and operating  expenses are allocated to its life
insurance and  accumulation  products  segments based on the Company's  internal
projections. The Company evaluates the performance of its segments and allocates
resources  to them  based on income  before  provision  for  income  taxes.  All
intersegment revenues have been eliminated.


<PAGE>



     The table below presents information about the reported revenues and income
before provision for income taxes.  Asset  information by reportable  segment is
not reported, since the Company does not produce such information internally.
<TABLE>

                                                  Accumulation       Non-Life
                               Life Insurance      Products          Insurance       Reconciling      Consolidated
                                                           -
                                 Operations        Operations       Operations          Items            Totals

<S>                            <C>              <C>               <C>              <C>               <C>
Revenues
     2000                       $    364,051     $     57,845      $      4,950     $     23,581      $    450,427
     1999                            398,423           42,568             6,019           15,829           462,839
     1998                            417,586           21,762             8,053           18,162           465,563

Amortization expense
     2000                             64,388           (1,383)                -            4,993            67,998
     1999                             67,364            3,179                 -            3,100            73,643
     1998                             73,874           (1,582)                -           14,897            87,189

Income (loss) before provision
  for income taxes
     2000                             46,751           10,610             1,929          (36,850)           22,440
     1999                             43,950              642             4,034          (32,408)           16,218
     1998                             54,421            3,887             6,837          (53,118)           12,027
</TABLE>

     Significant   reconciling  items  to  amounts  reported  in  the  Company's
consolidated  financial  statements which are not allocated to specific segments
include  interest  expense  and a portion  of (i) net  investment  income,  (ii)
operating expenses (iii) net realized investment gains (losses) and (iv) certain
non-recurring transactions such as gains from the sale of subsidiaries.

13.      Related Parties

     The Company and FHC are parties to advisory  and data  processing  services
agreements.  Under the  advisory  agreement,  FHC  supervises  and  directs  the
composition of the investment  portfolios of the Company and its subsidiaries in
accordance with their  respective  objectives and policies.  For these services,
FHC  is  compensated  based  on  the  aggregate  statutory  book  value  of  the
investments of the Insurance Companies. Under the data processing agreement, FHC
provides  the Company and its  subsidiaries  with  record-keeping  services  for
certain  life  insurance  and annuity  products.  The Company pays FHC an amount
equal  to (i)  the  amount  FHC  pays  its  data  processing  vendor  plus  (ii)
amortization of FHC's  development  costs.  The Company and its subsidiaries are
also involved in a cost-sharing agreement with FHC respecting air transportation
expenses arising from the use of an airplane owned by FHC.

     United  Fidelity  leases office space from a partnership in which a related
party has a 50% interest. The Company leases to FHC a building which is occupied
by FHC. In addition, the Company utilizes a laboratory for underwriting purposes
which is partially-owned by several stockholders of FHC.

     Amounts  due from (to)  affiliates  at December  31, 2000 and 1999  include
$(698) and $1,611, respectively, due from (to) FHC arising from intercompany tax
allocation.


<PAGE>



     The following table summarizes the related party transactions for the three
years ended December 31:
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----

<S>                                                                         <C>           <C>           <C>
Data processing agreement between the Company and FHC                       $   8,811     $  11,413     $  14,536
Advisory agreement between the Company and FHC                                  4,864         5,035         8,066
Air transportation cost sharing agreement                                         440           343           321
Rental expense                                                                  1,474         1,396         1,051
Laboratory services                                                               337           406           343
</TABLE>



<PAGE>





                       AMERICO LIFE, INC. AND SUBSIDIARIES

                     INDEX TO FINANCIAL STATEMENT SCHEDULES



                                                                            Page
Report of Independent Accountants on Financial Statement Schedules        S-2
Schedule II       Condensed Financial Information of Registrant           S-3
Schedule IV       Reinsurance                                             S-7
Schedule V        Valuation and Qualifying Accounts                       S-8


         All other financial  statement schedules for which provision is made in
the applicable  accounting  regulation of the Securities and Exchange Commission
are not  required  under  the  related  instructions  or are  inapplicable,  and
therefore have been omitted.




<PAGE>



                      Report of Independent Accountants on
                          Financial Statement Schedules

To the Board of Directors and
Stockholder of Americo Life, Inc.


     Our audits of the  consolidated  financial  statements  referred  to in our
report  dated  March  27,  2001,  appearing  on page F-2 of this  Form 10-K also
included an audit of the Financial  Statement  Schedules listed in Item 14(a) of
this Form 10-K. In our opinion,  these  Financial  Statement  Schedules  present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.




PRICEWATERHOUSECOOPERS LLP
Kansas City, Missouri
March 27, 2001



<PAGE>


                                                            Schedule II
                       Americo Life, Inc. and Subsidiaries

                  Condensed Financial Information of Registrant
                                  Balance Sheet
                             (Dollars in thousands)
                           December 31, 2000 and 1999
<TABLE>


                                                                                              2000          1999
                                                                                              ----          ----
                                         Assets
<S>                                                                                      <C>           <C>
Equity securities, at market (cost: $9,082 and $9,821)                                    $    33,639   $    20,712
Investment in subsidiaries                                                                    221,882       197,622
Cash and cash equivalents                                                                          80         3,569
Surplus debentures receivable                                                                 121,668       122,571
Property and equipment, net                                                                       974         1,345
Other assets                                                                                   31,841        14,207
                                                                                          -----------   -----------
   Total assets                                                                           $   410,084   $   360,026
                                                                                          ===========   ===========

                          Liabilities and Stockholder's Equity
Notes payable                                                                             $   110,359   $   110,712
Accrued interest payable                                                                          842           980
Amounts due to affiliates                                                                         311         4,785
Deferred income taxes                                                                           9,259         5,423
Other liabilities                                                                              34,651        12,812
                                                                                          -----------   -----------
   Total liabilities                                                                          155,422       134,712
                                                                                          -----------   -----------

Stockholder's equity:
Common stock ($1 par value, 30,000 shares authorized, 10,000 issued and
outstanding)                                                                                       10            10
Additional paid-in capital                                                                      3,745         3,745
Accumulated other comprehensive income                                                         35,635        19,159
Retained earnings                                                                             215,272       202,400
                                                                                          -----------   -----------
   Total stockholder's equity                                                                 254,662       225,314
                                                                                          -----------   -----------
   Total liabilities and stockholder's equity                                             $   410,084   $   360,026
                                                                                          ===========   ===========
</TABLE>


















                  See notes to condensed financial information

                                                                     Schedule II
                       Americo Life, Inc. and Subsidiaries

                  Condensed Financial Information of Registrant
                               Statement of Income
                             (Dollars in thousands)
              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----
<S>                                                                        <C>           <C>           <C>
Income
   Management and data processing fees from subsidiaries                    $    12,301   $    14,840   $    16,570
   Interest income on surplus debentures receivable                              11,306        11,427        12,237
   Net investment income                                                            143           624           686
   Net realized investment losses                                                (1,644)         (196)         (264)
   Other income                                                                   1,627         1,978         2,149
                                                                            -----------   -----------   -----------
     Total income                                                                23,733        28,673        31,378
                                                                            -----------   -----------   -----------

Expenses
   Management and advisory fees to parent                                        13,675        16,448        22,601
   Interest expense                                                              10,515        11,647        12,057
   Other operating expenses                                                       1,423         6,563         1,762
   Amortization expense                                                             923         1,193           850
                                                                            -----------   -----------   -----------
     Total expenses                                                              26,536        35,851        37,270
                                                                            -----------   -----------   -----------
     Loss before provision for income taxes and equity in income of
       subsidiaries                                                              (2,803)       (7,178)       (5,892)
Provision for income taxes                                                       (1,008)       (2,341)       (1,461)
                                                                            -----------   -----------   -----------
     Loss before equity in income of subsidiaries                                (1,795)       (4,837)       (4,431)
Equity in income of subsidiaries                                                 16,667        16,311        13,223
                                                                            -----------   -----------   -----------
     Net income                                                             $    14,872   $    11,474   $     8,792
                                                                            ===========   ===========   ===========
</TABLE>
























                  See notes to condensed financial information


<PAGE>


                                                                     Schedule II
                       Americo Life, Inc. and Subsidiaries

                  Condensed Financial Information of Registrant
                             Statement of Cash Flows
                             (Dollars in thousands)
              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>

                                                                                2000          1999          1998
                                                                                ----          ----          ----

<S>                                                                        <C>           <C>           <C>
Cash flows from operating activities
  Net income                                                                $   14,872    $   11,474    $    8,792
  Adjustments to reconcile net income to net cash provided (used) by
operating activities:
    Depreciation and amortization                                                1,561         1,866         1,575
    Undistributed equity in earnings of subsidiaries                           (16,667)      (16,311)      (13,223)
    Dividends received from subsidiaries                                             -        12,616         9,943
    Increase in other assets, net of amortization                              (18,763)       (4,459)       (1,711)
    Increase (decrease) in other liabilities                                    17,878         7,387        (2,033)
    Provision for current income taxes                                               -         1,597        (1,597)
    Provision for deferred income taxes                                           (948)       (1,883)          136
    Increase (decrease) in amounts due to/from affiliates                       (4,474)        6,436        (1,983)
    Net realized losses on investments                                           1,644           196           264
    Other changes                                                                  299           338           273
                                                                            ----------    ----------    ----------
    Total adjustments                                                          (19,470)        7,783        (3,356)
                                                                            ----------    ----------    ----------
    Net cash provided (used) by operating activities                            (4,598)       19,257           436
                                                                            ----------    ----------    ----------

Cash flows from investing activities
  Purchases of equity securities                                                  (264)       (2,991)      (10,218)
  Sales of equity securities                                                     3,182         5,881         5,733
  Principal collected on surplus debentures receivable                             906           866        13,828
  Change in other invested assets                                                  206        (4,007)        1,496
  Purchases of property and equipment, net                                        (266)         (254)         (362)
                                                                            ----------    ----------    ----------
    Net cash provided (used) by investing activities                             3,764          (505)       10,477
                                                                            ----------    ----------    ----------

Cash flows from financing activities
  Repayments of notes payable                                                     (655)      (21,615)         (577)
  Dividends paid                                                                (2,000)       (2,000)       (2,000)
                                                                            ----------    ----------    ----------
  Net cash used by financing activities                                         (2,655)      (23,615)       (2,577)
                                                                            ----------    ----------    ----------

Net increase (decrease) in cash and cash equivalents                            (3,489)       (4,863)        8,336
Cash and cash equivalents at beginning of year                                   3,569         8,432            96
                                                                            ----------    ----------    ----------
Cash and cash equivalents at end of year                                    $       80    $    3,569    $    8,432
                                                                            ==========    ==========    ==========

Supplemental disclosure of cash flow information
  Cash paid during year for interest                                        $   10,349    $   11,251    $   11,790
</TABLE>









                  See notes to condensed financial information
                                                                     Schedule II
                       Americo Life, Inc. and Subsidiaries

                  Condensed Financial Information of Registrant
                    Notes to Condensed Financial Information
                             (Dollars in thousands)
              For the Years Ended December 31, 2000, 1999 and 1998

     In 1999,  the  Company  received  dividends  totaling  $12,376  from United
Fidelity and cash  distributions  totaling $240 from Hereford LLP. In 1998,  the
Company   received  cash   dividends   totaling   $9,500  from  Argus  and  cash
distributions totaling $443 from Hereford LLP.

     The  accompanying   condensed  financial  information  should  be  read  in
conjunction  with the  Consolidated  Financial  Statements and the  accompanying
notes thereto in this Form 10-K.



<PAGE>


                                                                     Schedule IV
                       Americo Life, Inc. and Subsidiaries

                                   Reinsurance
                             (Dollars in thousands)
              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>

                                                                                                        Percentage
                                                                       Assumed                          of Amount
          Year Ended                 Gross        Ceded to Other      From Other           Net           Assumed
         December 31,                Amount          Companies        Companies           Amount         to Net
<S>                            <C>               <C>              <C>               <C>                     <C>
2000
Insurance in force              $   43,537,028    $   14,512,268   $      300,465    $   29,325,225          1.0%
                                ==============    ==============   ==============    ==============          ====

Premiums                        $      281,055    $       68,124   $        7,760    $      220,691          3.5%
                                ==============    ==============   ==============    ==============          ====

1999
Insurance in force              $   43,802,144    $   11,134,535   $      602,028    $   33,269,637          1.8%
                                ==============    ==============   ==============    ==============          ====

Premiums                        $      265,134    $       49,905   $        9,667    $      224,896          4.3%
                                ==============    ==============   ==============    ==============          ====

1998
Insurance in force              $   45,695,670    $   12,612,790   $    1,179,946    $   34,262,826          3.4%
                                ==============    ==============   ==============    ==============          ====

Premiums                        $      252,133    $       50,283   $       16,732    $      218,582          7.6%
                                ==============    ==============   ==============    ==============          ====
</TABLE>






<PAGE>



                                                                      Schedule V
                       Americo Life, Inc. and Subsidiaries

                        Valuation and Qualifying Accounts
                             (Dollars in thousands)
              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>

                                                                       Additions
                                                              ---------------------------
                                                 Balance at    Charged to    Charged to                  Balance at
         Year Ended                              Beginning      Cost and       Other                       End of
         December 31,                            of Period      Expenses     Accounts      Deductions      Period
         ------------                               ------      --------     ---------     ----------      ------
                                                                                (1)
<S>                                            <C>           <C>           <C>           <C>           <C>
 2000
Reserve for impairment of mortgage loans
on real estate                                  $       300   $         -   $         -   $         -   $       300
Write-down for impairment of real estate                 68             -             -            68             -
Allowance for receivables from agents                 4,242           709             -             -         4,951
                                                -----------   -----------   -----------   -----------   -----------
   Total                                        $     4,610   $       709   $         -   $        68   $     5,251
                                                ===========   ===========   ===========   ===========   ===========

1999
Reserve for impairment of mortgage loans
on real estate                                  $       300   $         -   $         -   $         -   $       300
Write-down for impairment of real estate                107             -             -            39            68
Allowance for receivables from agents                 3,580           662             -             -         4,242
                                                -----------   -----------   -----------   -----------   -----------
   Total                                        $     3,987   $       662   $         -   $        39   $     4,610
                                                ===========   ===========   ===========   ===========   ===========

1998
Reserve for impairment of mortgage loans
on real estate                                  $       300   $         -   $         -   $         -   $       300
Write-down for impairment of real estate                107             -             -             -           107
Allowance for receivables from agents                 3,468           112             -             -         3,580
                                                -----------   -----------   -----------   -----------   -----------
   Total                                        $     3,875   $       112   $         -   $         -   $     3,987
                                                ===========   ===========   ===========   ===========   ===========
</TABLE>



(1)      Amounts transferred from other allowance accounts.