UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                        
                                   FORM 10-K
(Mark one)/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (FEE REQUIRED)
                                        
                  For the fiscal year ended December 31, 1997
                                        
                                       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: 0-21459
                                        
                           AMERUS LIFE HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
                                        
          Iowa                                              42-1459712
State of other jurisdiction of incorporation             (I.R.S. Employer
or organization                                         Identification Number)
                                        
                 699 Walnut Street, Des Moines, Iowa 50309-2407
                ------------------------------------------------
                    (Address of principal executive offices)
                        Telephone number: (515) 362-3600
                                        
          Securities registered pursuant to Section 12(b) of the Act:
                                         
Title of Class                          Name of Exchange on Which Registered
--------------                          ------------------------------------
Class A Common Stock (no par value)          New York Stock Exchange
                                        
          Securities registered pursuant to section 12(g) of the Act:
                                        
     Title of each class
                  8.85% Capital Securities, Series A issued by
AmerUs Capital I, a subsidiary trust                                 
                         Class A Common Stock Warrants 
     Indicate 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./x/ yes  / /  no

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) 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.     /x/

The aggregate market value of voting stock held by
Non-affiliates of the Company on February 28, 1998 was $566,194,000

     The number of shares outstanding of each of the registrant's classes of
common stock on February 28, 1998 was as follows:

Class A, Common Stock        29,734,918 shares
Class B, Common Stock         5,000,000 shares

Documents incorporated by reference
Notice of 1998 Annual Meeting of Shareholders and Proxy Statement
(incorporated into Part III)

<PAGE>
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A SAFE HARBOR
FOR FORWARD-LOOKING STATEMENTS.  A NUMBER OF MATTERS AND SUBJECT AREAS DISCUSSED
IN THE SECTIONS ENTITLED "BUSINESS", "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION" AND ELSEWHERE IN THIS REPORT ARE
NOT LIMITED TO HISTORICAL OR CURRENT FACTS AND DEAL WITH POTENTIAL FUTURE
CIRCUMSTANCES AND DEVELOPMENTS.  FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE CONTEMPLATED OR PROJECTED IN SUCH FORWARD-LOOKING
STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES:  (I) HEIGHTENED
COMPETITION, INCLUDING THE ENTRY OF NEW COMPETITORS AND THE DEVELOPMENT OF NEW
PRODUCTS BY COMPETITORS; (II) ADVERSE STATE AND FEDERAL LEGISLATION AND
REGULATION, INCLUDING INCREASES IN MINIMUM CAPITAL AND RESERVES, AND OTHER
FINANCIAL VIABILITY REQUIREMENTS AND ADDITIONAL REGULATIONS OF INSURANCE MUTUAL
HOLDING COMPANIES; (III) FAILURE TO MAINTAIN EFFECTIVE DISTRIBUTION CHANNELS IN
ORDER TO OBTAIN NEW CUSTOMERS OR FAILURE TO RETAIN EXISTING CUSTOMERS; (IV)
INABILITY TO CARRY OUT MARKETING AND SALES PLANS, INCLUDING, AMONG OTHERS,
CHANGES TO CERTAIN PRODUCTS AND ACCEPTANCE OF THE REVISED PRODUCTS IN THE
MARKET; (V) LOSS OF KEY EXECUTIVES; (VI) CHANGES IN INTEREST RATES CAUSING A
REDUCTION OF INVESTMENT INCOME OR A REDUCTION IN DEMAND FOR CERTAIN OF THE
COMPANY'S PRODUCTS; (VII) GENERAL ECONOMIC AND BUSINESS CONDITIONS WHICH ARE
LESS FAVORABLE THAN EXPECTED; (VIII) UNANTICIPATED CHANGES IN INDUSTRY TRENDS;
(IX) INACCURACIES IN ASSUMPTIONS REGARDING FUTURE MORBIDITY, PERSISTENCY,
MORTALITY AND INTEREST RATES USED IN CALCULATING RESERVE AMOUNTS; (X) ADVERSE
CHANGES IN RATINGS ASSIGNED BY RATING AGENCIES; (XI) CHANGES IN TAX LAWS WHICH
NEGATIVELY AFFECT DEMAND FOR THE COMPANY'S PRODUCTS OR THE APPLICABILITY OF
CERTAIN TAXES TO THE COMPANY (INCLUDING 1998 TAX PROPOSALS OF THE CLINTON
ADMINISTRATION RELATING TO ANNUITIES); (XII) WITH RESPECT TO COST SAVINGS THAT
ARE EXPECTED TO BE REALIZED FROM, AND COSTS ASSOCIATED WITH THE RECENT
ACQUISITIONS OF DELTA LIFE CORPORATION ("DELTA") AND AMVESTORS FINANCIAL
CORPORATION ("AMVESTORS"), THE FOLLOWING POSSIBILITIES:  (A) THE ESTIMATED COST
SAVINGS TO BE REALIZED THROUGH COMBINING CERTAIN FUNCTIONS OF THE COMPANY, DELTA
AND AMVESTORS TO ELIMINATE REDUNDANCIES AND BETTER SERVE THE COMBINED COMPANY'S
CUSTOMERS, AND REDUCTIONS IN STAFF CANNOT BE FULLY REALIZED BECAUSE THE CHANGES
ARE NOT MADE OR UNANTICIPATED ADDED COSTS ARE INCURRED; AND (B) COSTS OR
DIFFICULTIES RELATED TO THE INTEGRATION OF THE BUSINESSES OF DELTA AND AMVESTORS
WITH THE COMPANY'S OTHER BUSINESSES ARE GREATER THAN EXPECTED.  A VARIETY OF
FACTORS COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
EXPECTED RESULTS EXPRESSED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS,
INCLUDING THOSE SET FORTH ELSEWHERE IN THIS REPORT AND IN THE COMPANY'S OTHER
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION").<PAGE>
       
                              PART I
Item 1. Business.

General

     The Company is an insurance holding company engaged through its
subsidiaries in the business of marketing, underwriting and distributing a broad
range of individual life insurance and annuity products to individuals and
businesses in 49 states, the District of Columbia and the U.S. Virgin Islands.
The Company's primary product offerings consist of whole life, universal life
and term life insurance policies and fixed annuities. In addition, through a
joint venture (the "Ameritas Joint Venture") with Ameritas Life Insurance Corp.
("Ameritas"), the Company's subsidiary, the distribution force of AmerUs Life
Insurance Company ("AmerUs Life"), markets fixed annuities issued by Ameritas
Variable Life Insurance Company ("AVLIC") and sells AVLIC's variable life
insurance and variable annuity products. As of December 31, 1997, the Company
had approximately 573,000 life insurance policies and annuity contracts
outstanding and individual life insurance in force, net of reinsurance, of
approximately $26.7 billion with life insurance reserves of $2.4 billion and
annuity reserves of $6.1 billion.  As of December 31, 1997, the Company had
total assets of $10.3 billion and total shareholders' equity of $928.0 million.

     The Company was formed in 1996 as a result of the creation of the first
mutual insurance holding company in the United States, the American Mutual
Holding Company ("AMHC"). AMHC owns 100% of AmerUs Group Co. ("AmerUs Group"),
the Company's controlling shareholder. On February 3, 1997, the Company received
$56.7 million in gross proceeds from a subscription offering and initial public
offering of 3,655,989 shares of Class A Common Stock.

     The Company's principal subsidiaries are AmerUs Life, Delta Life
Corporation ("Delta") and AmVestors Financial Corporation ("AmVestors"). AmerUs
Life was originally incorporated in 1896 as a mutual insurance company under the
name Central Life Assurance Society of the United States. Its name was changed
to American Mutual Life Insurance Company in 1994 following the merger of
American Mutual Life Insurance Company into Central Life Assurance Company. On
June 30, 1996, American Mutual Life Insurance Company was converted into a stock
life insurance company pursuant to a plan of reorganization involving the
formation of AMHC (the "Reorganization") and its name was changed to AmerUs
Life. 

     AmerUs Life's target customers are individuals in the middle and upper
income brackets and small businesses. Its geographic focus is national in scope
(except for Connecticut, Maine, New Hampshire, New York and Vermont, in which
AmerUs Life is not licensed to do business), and it primarily serves suburban
and rural areas. Efforts are currently underway to expand AmerUs Life's
territory into the states of Connecticut, Maine, New Hampshire and Vermont.
AmerUs Life distributes its products primarily through a combination of career
general agency and personal producing general agency ("PPGA") distribution
systems, as well as a network of independent brokers. The career general agency
system consists of a network of 35 career general agencies, with approximately
570 career agents. The PPGA system is comprised of approximately 425 PPGA's,
with approximately 1,100 agents. Variable life insurance products and the fixed
and variable annuities offered by the Ameritas Joint Venture are marketed
through AmerUs Life's distribution systems and the distribution systems of
Ameritas and AVLIC, which consist of approximately 160 agents and 540
independent broker-dealers (with approximately 9,000 registered
representatives), respectively. As of December 31, 1997, AmerUs Life had
approximately 408,000 life insurance policies and annuity contracts outstanding
and individual life insurance in force, net of reinsurance, of approximately
$26.6 billion. 

     On October 23, 1997, the Company acquired all of the outstanding capital
stock of Delta for approximately $165 million in cash (the "Delta Acquisition").
The principal asset of Delta is its wholly-owned subsidiary, Delta Life and
Annuity Company ("Delta Life"), an Iowa domiciled life insurance company formed
in 1955. Delta Life is licensed in the District of Columbia and in all states
except New York, and specializes in the sale of individual single and flexible
premium deferred annuities, primarily in the southeastern, western, southwestern
and midwestern regions of the United States. Sales are made primarily through a
network of over 3,300 independent agents. Delta Life's strategy is to target the
conservative saver by offering conservative asset management and an innovative
product design. Approximately 58% of Delta's 1997 direct collected premiums were
derived from retirement-oriented tax-qualified annuities. As of December 31,
1997, Delta Life had approximately 52,000 annuity contracts outstanding.

     On December 19, 1997, the Company acquired AmVestors in a stock exchange
valued at approximately $350 million (the "AmVestors Acquisition"). AmVestors'
principal operating subsidiaries are American Investors Life Insurance Company,
Inc. ("American"), a Kansas domiciled life insurance company licensed in 48
states and the District of Columbia; and Financial Benefit Life Insurance
Company ("FBL"), a Kansas domiciled life insurance company doing business in 40
states, the District of Columbia and the U.S. Virgin Islands. AmVestors
specializes  in the sale of annuity products, further strengthening the
Company's presence in the rapidly growing asset accumulation and retirement and
savings markets. AmVestors distributes its products through a national network
of approximately 7,800 licensed independent agents. As of December 31, 1997,
AmVestors had approximately 104,000 annuity contracts outstanding.

     The Delta and AmVestors acquisitions, along with the growth of AmerUs Life,
increased the Company's assets from $4.4 billion at December 31, 1996 to $10.3
billion at December 31, 1997.

     As of December 31, 1997, AmerUs Life's claims-paying ability was rated 
"AA-" (Very high) by Duff & Phelps and "A" (Good) by Standard & Poor's.  AmerUs 
Life is rated "A" (Excellent) by A.M. Best and "A2" (Good) by Moody's.  Delta 
Life's claims-paying ability is rated "AA-" (Very High) by Duff & Phelps and 
Delta Life is rated "A" (Excellent) by A.M. Best.  American's claims-paying 
ability is rated "A+" (High) by Duff & Phelps and American is rated "A-" 
(Excellent) by A.M. Best.  FBL is rated "B+" (Very good) by A.M. Best and "BBBq"
(Adequate) by Standard & Poor's.

     Following the announcement of the acquisition of Delta, Moody's indicated
that AmerUs Life, rated "A2" (Good) for financial strength, was under review for
possible downgrade.  As of March 20, 1998, Moody's has not issued any further
statement with respect to AmerUs Life's financial strength rating.  Following
the announcement of the acquisition of AmVestors, Standard & Poor's placed
AmerUs Life's claims-paying ability rating, currently rated "A" (Good), on
Credit Watch with negative implications.  Standard & Poor's stated that its
action was the result of several operational uncertainties.  As of March 20,
1998, Standard & Poor's has not issued any further statement with respect to
AmerUs Life's claims-paying ability.

     The Company participates in the Ameritas Joint Venture through AmerUs
Life's 34% ownership interest in AMAL Corporation, a Nebraska corporation
("AMAL").  AMAL's operations are conducted through AVLIC and Ameritas Investment
Corp., a registered broker-dealer ("AIC"), its two wholly-owned subsidiaries,
which have been in business since 1983. AVLIC is licensed to conduct business in
46 states and the District of Columbia. AIC is a registered broker-dealer which
is licensed to do business in all states except New York. As of December 31,
1997, AMAL had total consolidated assets of $1.5 billion and total consolidated
shareholder's equity of $72.0 million on a GAAP basis. AVLIC had $3.8 billion of
insurance in force and $45.3 million in surplus as of December 31, 1997, on a
statutory basis.   AmerUs Life's partner in the Ameritas Joint Venture,
Ameritas, is a Nebraska mutual life insurance company which has been in
existence for more than 100 years.

      AmerUs Life's investment in the Ameritas Joint Venture affords AmerUs Life
access to a line of existing variable life insurance and annuity products while
providing a lower-cost entry into an established business, thereby eliminating
significant start-up costs and allowing for immediate potential earnings. Under
the terms of the Joint Venture Agreement, AmerUs Life has an option to purchase
an additional 5% to 15% of AMAL (the "Option") if certain premium growth targets
are met. AmerUs Life and Ameritas each have guaranteed the obligations of AVLIC.
The guarantee of each party is joint and several, and will remain in effect
until certain financial conditions are met.

PRODUCTS

     AMERUS LIFE PRODUCTS

     Traditional life insurance and universal life insurance have accounted for
approximately 70% and 30%, respectively, of AmerUs Life's total individual life
insurance premiums over the last three years. In addition, AmerUs Life has
historically offered a broad line of fixed annuity products.

     The following table sets forth information regarding AmerUs Life's sales
activity by product:
<TABLE>
                                          Sales Activity by Product
                                            For the Year Ended
                                               December 31,
                                      -------------------------------------
                                   1997             1996         1995
                                    ----           ----           ----
<S>                                <C>            <C>          <C>    
                                              (In thousands)
Individual life insurance:
  Participating whole life         $16,843        $18,253      $20,857
  Universal life                     8,916          7,533        8,047
  Term life                          4,751          2,565        2,717
                                   -------        -------      -------
Total life insurance (A)           $30,510        $28,351      $31,621
                                   =======        =======      =======
Individual annuities (B)(C)        $42,528        $72,797     $191,474
                                   =======        =======     ========
                                      
-------------------------------
(A)  Direct first year annualized premiums.

(B)  Direct first year and single collected premiums.

(C)     Effective May, 1996, substantially all new sales of individual deferred
        annuities are made through the Ameritas Joint Venture. 

</TABLE>
   TRADITIONAL LIFE INSURANCE PRODUCTS.  AmerUs Life's traditional life
insurance products have a long history of being highly competitive within the
industry.  Traditional life insurance products include participating whole life
and term life insurance products. Participating whole life insurance is designed
to provide benefits for the life of the insured. This product generally provides
for level premiums and a level death benefit and requires payments in excess of
the mortality cost in earlier years to offset increasing mortality costs in
later years. AmerUs Life also offers a second to die whole life insurance
product which insures two lives and provides benefits upon the death of the
second insured. AmerUs Life targets its second to die products primarily to
potential customers seeking to achieve estate planning goals.

   AmerUs Life also offers a portfolio of term insurance policies that provide
life insurance protection for a specific time period (which generally can be
renewed at an increased premium). Such policies are mortality-based and offer no
cash accumulation feature. Term life insurance is a highly competitive and
quickly changing market. During 1997, AmerUs Life introduced new 10 and 20 year
term products. As a result, AmerUs Life's first year annualized premiums for
term insurance sales increased 85% from 1996 to 1997.

   Since 1989, AmerUs Life has offered a flexible life insurance product,
which is a combination of permanent participating whole life insurance,
increasing paid-up additions and decreasing term insurance coverage. These
products give policyowners additional flexibility in designing an appropriate
combination of permanent and term life insurance coverages to meet their
specific needs at varying premium levels.

   For the year ended December 31, 1997, sales of participating whole life and
term life insurance products represented 55% and 16%, respectively, of first
year annualized premiums for all individual life insurance products sold by
AmerUs Life.

   UNIVERSAL LIFE INSURANCE PRODUCTS. AmerUs Life offers universal life
insurance products, pursuant to which an insurance account is maintained for
each insurance policy. Premiums, net of specified expenses, are credited to the
account, as is interest, generally at a rate determined from time to time by
AmerUs Life. Specific charges are made against the account for the cost of
insurance and for expenses. The universal life policy provides flexibility as to
the amount and timing of premium payments and the level of death benefits
provided.

   AmerUs Life's universal life insurance products provide benefits for the
life of the insured. Within limits established by AmerUs Life and state
regulations, policyowners may vary the premiums and the amount of the policy's
death benefit as long as there are sufficient policy funds available to cover
all policy charges for the coming period. Interest is credited to the policy at
a rate determined from time to time by AmerUs Life. During 1997, AmerUs Life
introduced a new second to die universal life product for the estate planning
market, enhancing universal life production for the year. The weighted average
crediting rate for AmerUs Life's universal life insurance liabilities was 6.23%
for the year 1997, 6.27% for the year 1996 and 6.46% for the year 1995. For the
year ended December 31, 1997, sales of universal life insurance products
represented 29% of first year annualized premiums for all individual life
insurance products sold by AmerUs Life.

   FIXED ANNUITY PRODUCTS. Historically, AmerUs Life has offered a broad
portfolio of fixed annuity products. Annuities provide for the payment of
periodic benefits over a specified time period. Benefits may commence
immediately or may be deferred to a future date. Fixed annuities generally are
backed by a general investment account and credited with a rate of return that
is periodically reset.

   Since the formation of the Ameritas Joint Venture in May 1996, the recorded
sales of fixed annuity products by AmerUs Life have declined signficantly. 
However, the majority of AmerUs Life's fixed annuity sales still consist of its
Advantage Series of deferred annuities, as was the case prior to the formation
of the Ameritas Joint Venture.  The Advantage Series consists of three products
comprised of two book value annuities, which are fixed annuities, and one market
value adjusted annuity, which is a fixed annuity with a market value adjustment
feature. Both book value annuities have a first year interest rate guarantee.
One of the book value annuities also provides a bonus interest rate for the
first year. The market value adjusted annuity has a first year interest
guarantee and also provides a bonus interest rate for the first year. In 1997,
the Advantage Series accounted for $24 million in first year premiums which
represented 56% of AmerUs Life's total fixed annuity production for the year.

   The following table sets forth AmerUs Life's collected premiums for the
periods indicated:
<TABLE>
                                          Collected Premiums by Product
                                         For the Year Ended December 31,
                                   --------------------------------------------
                                   1997                1996              1995
                                   ----                ----              ----
                                                  (In thousands)
<S>                          <C>                <C>            <C>
Direct individual life premiums
   collected:
 Traditional life:
 First year & single           $  74,132           $  70,621      $  70,786 
 Renewal                         166,847             162,168        153,299 
                               ---------           ---------      --------- 
       Total                     240,979             232,789        224,085 

Universal life:
 First year & single              14,089              14,667         15,451 
 Renewal                          73,779              75,632         77,151 
                               ---------           ---------      --------- 
       Total                      87,868              90,299         92,602 

Total direct life                328,847             323,088        316,687 
 Reinsurance assumed               1,502               1,425          1,337 
 Reinsurance ceded               (13,133)            (12,974)       (13,795)
                               ---------            --------       -------- 
Total individual life, net of
 reinsurance                     317,216             311,539        304,229 

Direct annuity premiums
 collected:
  Individual (A)                  49,706              81,942        197,959 
  Group                                -                  50           (665)
                                --------            --------       -------- 
       Total annuities            49,706              81,992        197,294 
  Reinsurance ceded                 (373)               (544)          (853)
                                --------            --------       -------- 

Total annuities, net of
   reinsurance                    49,333              81,448        196,441 

Total group life, net of
   reinsurance (B)                  (107)              2,182          6,634 

Total accident & health, net
   of reinsurance (C)                167                 211            264 
                                --------            --------       -------- 
Total collected premiums,
   net of reinsurance           $366,609            $395,380       $507,568 
                                ========            ========       ======== 

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

(A)     Effective May 1996, substantially all new sales of individual deferred
        annuities are made through the Ameritas Joint Venture.

(B)     AmerUs Life sold substantially all of its group life business as of 
        July 1, 1996 and is no longer actively marketing this line of business.

(C)     AmerUs Life sold substantially all of its accident and health business 
        in 1991 and is no longer actively marketing this line of business.

</TABLE>

   The following table sets forth information regarding AmerUs Life's life
insurance and annuities in force for each date presented:
<TABLE>
                                 Life Insurance and Annuities in Force
                                           As of December 31,
                                 1997           1996           1995
                                 ----           ----           ----
                                       (Dollars in thousands)
<S>                                <C>          <C>           <C>       
Individual life insurance:
   Traditional
     Number of policies               250,253     255,441        261,224
     GAAP life reserves            $1,305,858  $1,207,656     $1,120,799
     Face amounts                 $17,807,000 $16,882,000    $16,600,000
   Universal life
     Number of policies               117,394     120,277        121,619
     GAAP life reserves              $851,841    $820,250       $784,363
     Face amounts                 $12,097,000 $12,206,000    $12,211,000
   Total life insurance
     Number of policies               367,647     375,718        382,843
     GAAP life reserves            $2,157,699  $2,027,906     $1,905,162
     Face amounts                 $29,904,000 $29,088,000    $28,811,000
   Annuities (A):
     Number of policies                40,256      56,467         56,054
     GAAP reserves                 $1,245,259  $1,363,484     $1,466,752
   Group life insurance (B):
     Number of lives                   20,974      29,801         32,724
     Face amounts                    $602,000    $815,000       $829,000

(A)  Effective May 1996, substantially all new sales of individual deferred
     annuities are made through the Ameritas Joint Venture.

(B)  AmerUs Life sold substantially all of its group life business as of July 1,
     1996 and is no longer actively marketing this line of business.
</TABLE>
   SPONSORED PRODUCTS.  AmerUs Life also derives fee income from the sale of
various sponsored products through its career general agency and PPGA
distribution systems under co-marketing arrangements with leading insurance
providers for such products. Such sponsored products include individual long-
term disability and group life, health and dental insurance products.

   DELTA PRODUCTS

     Delta specializes in the sale of deferred fixed and equity index annuities
to individuals. 

     The following table sets forth information regarding Delta's sales activity
by product:
<TABLE>
                                Direct First Year and Single Collected Premiums
                                         For the Year Ended December 31,
                                 --------------------------------------------------
                                    1997                1996            1995
                                    ----                ----            ----
                                               (In thousands)           
<S>                               <C>                 <C>             <C>     
Deferred fixed annuity            $120,172            $147,917        $270,337
Equity index annuity                41,939              98,612               -
Immediate annuity                    4,833               8,037           6,675
                                  --------            --------        --------
                                  $166,944            $254,566        $277,012
                                  ========            ========        ========
</TABLE>
     Delta's product offerings differ from those of many of its competitors in
two ways. First, Delta offers an interest rate crediting strategy on almost all
of its single and flexible premium deferred annuities that credits the policy
with a return generally based upon the interest rates it earns on assets
supporting the respective policies less management fees. In addition, these
policies offer a lifetime guaranteed minimum interest crediting rate and an
annual guaranteed interest crediting rate. Second, Delta's current investment
policy provides for no less than 70% of policyowners' assets be invested in
securities issued, secured or guaranteed by the U.S. Government, government
agencies or government instrumentalities. The balance of these funds is invested
primarily in investment grade corporate bonds and commercial mortgages.

     In 1996, Delta introduced and commenced marketing two single premium equity
index annuity products that are based either on Standard & Poor's 500 Composite
Stock Price Index -Registered Trademark- or a basket of five international stock
market indices from France, Germany, Japan, Switzerland and the United Kingdom.
Earnings credited to these products are linked to increases in the anniversary
date values of the applicable index, less management fees. The policyowner is
guaranteed to receive at least 110% of the original premium at the end of the
seven year term of the policy, assuming no withdrawals.

     The following table sets forth information regarding Delta's annuities in
force for each date presented:
<TABLE>
                                                 Annuities in Force
                                                 As of December 31,
                                       ---------------------------------------------
                                          1997           1996            1995
                                          ----          ----             ----
                                               (Dollars in thousands)
<S>                                     <C>            <C>             <C>    
  Deferred fixed annuities
     Number of policies                 46,144          47,275          48,824
     GAAP reserves                  $1,608,105      $1,611,219      $1,536,911
  Equity index annuities
     Number of policies                  4,862           3,226               -
     GAAP reserves                    $153,121         $99,612         $     -
 Immediate annuities         
     Number of policies                  1,396           1,267           1,120
     GAAP reserves                     $47,697         $43,469         $35,323

</TABLE>
     AMVESTORS PRODUCTS

     AmVestors specializes in the sale of fixed deferred annuity products to
individuals. 

     The following table sets forth information regarding AmVestors' annuity
sales activity by product:
<PAGE>
<TABLE>
                                                   Annuity Premiums
                                             For the Year Ended December 31,
                                            ------------------------------------------
                                          1997           1996           1995
                                          ----           ----           ----
                                                   (In thousands)            
<S>                                   <C>             <C>         <C>        
     Deferred fixed annuity           $567,340        $411,880     $338,835
     Immediate annuity                 $15,064         $11,845      $10,765
                                      --------        --------     --------
                                      $582,404        $423,725     $349,600
                                      ========        ========     ========
</TABLE>

     During each of the past three years, sales of deferred annuities have
accounted for approximately 97% of AmVestors' premiums received, while sales of
single premium immediate annuities and flexible premium universal life insurance
have accounted for virtually all remaining premiums received. As of December 31,
1997, AmVestors had total annuity reserves of $3.1 billion.

     AmVestors' deferred annuities have an initial credited interest rate
guaranteed for a period of one to five years. Following the initial guarantee
period, AmVestors may adjust the credited interest rate annually, subject to the
guaranteed minimum interest rates specified in the contracts. Such minimum
guaranteed rates currently range from 3% to 6%.

     AmVestors designs its products and directs its marketing efforts towards
the savings and retirement market. Historically, the 50 and older age group has
accounted for over 86% of all annuity premiums received by AmVestors.  AmVestors
continues to target this age group because management believes that as this
group ages, it will have an increasing interest in saving for retirement,
nursing home care and unanticipated medical costs. The portfolio of products is
continuously reviewed with new plans added and others discontinued in an effort
to remain competitive. 
                                         
     The following table sets forth information regarding AmVestors' annuities
in force for each date presented:
<PAGE>
<TABLE>                                                                     
                                                Annuities in Force
                                                As of December 31,
                                       ----------------------------------------
                                     1997              1996             1995
                                     ----              ----             ----
                                                (Dollars in thousands)
<S>                               <C>            <C>                 <C>       
     Deferred fixed annuities
        Number of policies          100,159         100,672            100,744
        GAAP reserves            $2,993,245      $2,773,036         $2,026,337
     Immediate annuities
        Number of policies            4,066           4,048              3,963
        GAAP reserves               $86,793         $86,020            $55,679

</TABLE>
     AMERITAS JOINT VENTURE PRODUCTS

     The Ameritas Joint Venture offers fixed annuity products which are
substantially similar to AmerUs Life's Advantage Series products.  In addition,
the Ameritas Joint Venture offers, through AVLIC, flexible premium and single
premium variable universal life insurance products and variable annuities.
Variable products provide for allocation of funds to a general account or to one
or more separate accounts under which the owner bears the investment risk.
Through AVLIC's fund managers, owners of variable annuities and life insurance
policies are able to choose from a range of investment funds offered by each
manager.

     Under the terms of the Joint Venture Agreement governing the Ameritas Joint
Venture, AmerUs Life and Ameritas write their new single and flexible premium
deferred fixed annuities and variable annuities and variable life insurance
through the Ameritas Joint Venture. AmerUs Life has retained the right to
continue to issue replacement business to its fixed annuity customers in
existence prior to the effective date of the Joint Venture Agreement.

     The variable life insurance products and the fixed and variable annuities
offered by the Ameritas Joint Venture are distributed through AmerUs Life's
career general agency and PPGA distribution systems, as well as through the
distribution systems of Ameritas and AVLIC.

     In response to customer demand, AmerUs Life developed an equity index
annuity which it began offering through the Ameritas Joint Venture in the fourth
quarter of 1996. An equity index annuity provides a baseline fixed rate of
return in addition to the possibility of sharing in a portion of the
appreciation realized from an investment in an indexed investment fund, such as
the S&P 500 stock index. AmerUs Life retained the right to issue this type of
contract to certain of its customers in existence prior to the effective date of
the Joint Venture Agreement and through certain other distribution systems.
Sales of such products amounted to 15% of AmerUs Life's total fixed annuity
production in 1997. 

DISTRIBUTION SYSTEMS

     AMERUS LIFE

     AmerUs Life markets its insurance products on a national basis primarily
through a career general agency system, a PPGA system, independent insurance
brokers and certain of AmerUs Life's affiliates. AmerUs Life currently employs
ten regional vice presidents who are responsible for supervising the career
general agencies and/or PPGA agents within their assigned geographic regions.

     Under the career general agency system, AmerUs Life enters into a
contractual arrangement with the career general agent for the sale of insurance
products by the career agents and brokers assigned to the career general agent's
agency. The career general agents are primarily compensated by receiving a
percentage of the first year commissions paid to career agents and brokers in
the career general agent's agency and by renewal commissions on premiums
subsequently collected on that business.

     The career general agents are independent contractors and are generally
responsible for the expenses of operating their agencies, including office and
overhead expenses and the recruiting, selection, contracting, training and
development of career agents and brokers in their agency. Currently, AmerUs Life
has 35 career general agents in 23 states, through which approximately 570
career agents sell AmerUs Life's products. While career agents in the career
general agency system are non-exclusive, AmerUs Life believes most agents use
AmerUs Life's products for a majority of their new business of the type of
products offered by AmerUs Life. No single career general agency accounts for
more than 10% of the total first year commissions paid by AmerUs Life.

     Career agents are also independent contractors and are primarily
compensated by commissions on first year and renewal premiums collected on
business written by them. In addition, career agents can earn bonus commissions,
graded by production and persistency on their business.

     AmerUs Life also sells its products through a network of approximately
1,900 insurance brokers in all jurisdictions in which AmerUs Life is licensed to
sell insurance. Brokers are independent contractors who sell a variety of
insurance products issued by various companies. Brokers operate through the
career general agency system but are compensated under a commission structure
which is separate from those used for career agents and in the PPGA system.

     Under the PPGA system, AmerUs Life contracts primarily with individuals who
are experienced individual agents or head a small group of experienced
individual agents. These individuals are independent contractors and are
responsible for all of their own expenses. These individuals often sell products
for other insurance companies, and may offer selected products of AmerUs Life
rather than AmerUs Life's full line of insurance products.  The PPGA system is
comprised of approximately 425 PPGA's, with approximately 1,100 agents.

     PPGAs are compensated by commissions on first year and renewal premiums
collected on business written by themselves and the agents in their units. In
addition to a base commission, PPGAs may earn bonus commissions on their
business, graded by production and persistency.

     DELTA

     Delta's annuity products are sold through independent agents who are
supervised by regional vice presidents and regional directors with specified
geographic supervisory responsibilities. The regional vice presidents and
regional directors are primarily responsible for recruiting agents and servicing
those agents in an effort to promote Delta's products. The regional vice
presidents' and regional directors' marketing support activities include
informational mailings, seminars, and case consultations, all of which are
designed to educate agents about annuities in general and Delta in particular.
Regional vice presidents and regional directors are paid a base salary plus
incentive compensation based on the business produced by agents within their
territory. There are currently ten regional vice presidents and regional
directors covering the southeastern, western, southwestern, midwestern,
mountain, great lakes, deep south and northeastern regions of the United States.

     The regional vice presidents and regional directors are responsible for
over 3,300 licensed, independent agents, who may also sell insurance products
for other companies. Of these agents, approximately 1,400 wrote annuity business
for Delta in 1997. No single agent was responsible for more than 1.6% of Delta's
1997 annuity premiums. No significant amount of Delta's business is produced by
stock brokerage firms, banks or large national insurance brokerage agencies.

     AMVESTORS

     AmVestors endeavors to attract agents to sell its products by offering a
broad selection of fixed annuity products and by providing timely, comprehensive
services to agents and customers. AmVestors markets its products through
independent agents. AmVestors currently has approximately 7,800 independent
agents licensed to sell its products. AmVestors also maintains contact with
approximately 50,000 agents that are not currently licensed, but have either
sold the company's annuities in the past or have expressed an interest in doing
so. These agents continue to receive periodic mailings related to interest rate
and commission changes, and new product introductions, and are reappointed as
required in order to represent AmVestors in selling its products. However, in
order to save costs associated with reappointing agents, AmVestors does not
automatically relicense an agent that has not written business for twelve
months.

     No single agent accounted for more than 1.2% of American's annuity sales in
1997, and no single agent accounted for more than 3.0% of FBL's annuity sales in
1997. AmVestors does not have exclusive agency agreements with its agents and
management believes most of these agents sell products, similar to those sold by
American and FBL, for other insurance companies.            

INSURANCE UNDERWRITING

     AmerUs Life follows detailed, uniform underwriting practices and procedures
in its insurance business which are designed to assess risks before issuing
coverage to qualified applicants. AmerUs Life has professional underwriters who
evaluate policy applications on the basis of information provided by applicants
and others.

REINSURANCE

     In accordance with industry practices, AmerUs Life reinsures portions of
its life insurance and disability income exposure with unaffiliated insurance
companies under traditional indemnity reinsurance arrangements. Such reinsurance
arrangements entered into with unaffiliated insurance companies are in
accordance with standard reinsurance practices within the industry. As of
December 31, 1997, AmerUs Life had reinsurance arrangements in place for life
insurance having a face amount of approximately $3.9 billion with 19
unaffiliated reinsurers. All of the companies with which AmerUs Life had life
reinsurance arrangements as of such date were rated "A" or better by A.M. Best.
As of December 31, 1997, AmerUs Life's top five reinsurers (by face amount
reinsured) constituted approximately 76% of the total face amount reinsured by
AmerUs Life as of such date. Of these top five reinsurers, four are rated "A+"
and the other "A++" by A.M. Best.

     As of December 31, 1997, Delta Life, American and FBL had reinsurance
agreements in place for life reinsurance having face amounts of $19.2 million,
$197.3 million and $1.5 million, respectively, all with unaffiliated reinsurers.
In addition, Delta Life reinsures 50% of its equity index annuity reserves with
an unaffiliated reinsurer.

     The Company's subsidiaries enter into indemnity reinsurance arrangements to
assist in diversifying their risks and to limit the maximum loss on risks that
exceed policy retention limits. AmerUs Life's present maximum retention limit
for life insurance policies is $1,000,000 per life insured. Indemnity
reinsurance does not fully discharge the Company's obligation to pay claims on
business it reinsures. The Company, as the ceding company, remains responsible
for policy claims to the extent the reinsurer fails to pay such claims. The
Company annually monitors the creditworthiness of its primary reinsurers, and
has experienced no material reinsurance recoverability problems in recent years.

COMPETITION

     The Company operates in a highly competitive industry. Numerous life
insurance companies and other entities, including banks and other financial
institutions, compete with the Company, many of which have greater financial and
other resources as compared to the Company. The Company believes that the
principal competitive factors in the sale of insurance products are product
features, price, commission structure, perceived stability of the insurer,
claims-paying ratings, value-added service and name recognition. Many other
companies are capable of competing for sales in the Company's target markets
(including companies that do not presently compete in such markets). The
Company's ability to compete for sales is dependent upon its ability to address
the competitive factors described above.

     In addition to competing for sales, the Company competes for qualified
agents and brokers to distribute its products. Strong competition exists among
insurance companies for agents and brokers with demonstrated ability. Management
believes that the bases of competition for the services of such agents and
brokers are commission structure, support services, prior relationships and the
strength of an insurer's products. Although the Company believes that it has
good relationships with its agents and brokers, its ability to compete will
depend on its continued ability to attract and retain qualified persons.

<PAGE>
EMPLOYEES

     As of December 31, 1997, the Company had 692 full-time employees. None of
these employees are covered by a collective bargaining agreement and the Company
believes that its relations with employees are satisfactory.

SUBSIDIARIES

     The Company was formed in August, 1996 in connection with the creation of
the first mutual insurance holding company in the United States. The Company has
four wholly-owned subsidiaries: AmerUs Life, an Iowa life insurance company;
Delta, a Tennessee corporation; AmVestors, a Kansas corporation; and AmerUs
Capital I, a Delaware business trust. AmerUs Life has two wholly-owned
subsidiaries: CLA Assurance Company, an Iowa life insurance company; and
American Vanguard Life Insurance Company, an Iowa life insurance company. In
addition, AmerUs Life currently owns a 34% interest in AMAL Corporation, through
whose wholly-owned subsidiaries the Ameritas Joint Venture operates. Delta has
one primary wholly-owned subsidiary, Delta Life, an Iowa life insurance company.
AmVestors has two primary wholly-owned subsidiaries:  American, a Kansas life
insurance company; and FBL, a Kansas life insurance company.

REGULATION

     The Company is indirectly controlled  by a mutual insurance holding
company, AMHC.  Mutual insurance holding companies are subject to regulation by
the Iowa Insurance Division. This includes compliance with the Iowa Insurance
Holding Company Systems Act. The Iowa Commissioner of Insurance also has
jurisdiction over an intermediate holding company, such as the Company, as if it
were a mutual insurance holding company.

     AMHC and the Company are also each subject to the Iowa Insurer Supervision,
Rehabilitation and Liquidation Act, Iowa Code Chapter 507C. In addition, the
assets of AMHC and the Company are available to satisfy claims of AmerUs Life in
the event the Iowa Commissioner initiates a proceeding under Chapter 507C. AMHC
and the Company may not merge with or be acquired by another entity without
approval of the Iowa Commissioner. In addition, in the case of a merger of AMHC
with another mutual company, separate approval by the Iowa Attorney General is
required.

     In addition to rules establishing the terms and conditions pursuant to
which the Iowa Commissioner will approve the sale of stock of an intermediate
insurance holding company or a subsidiary stock insurance company resulting from
a reorganization pursuant to Iowa law, the Iowa Commissioner has adopted rules
that limit the activities and affiliations that are permissible for a mutual
insurance holding company. The Iowa Commissioner also has issued rules which,
under certain circumstances, require prior approval by the Iowa Commissioner of
the issuance of stock by the Company.

     Shares of the capital stock of the Company which carry the right to cast a
majority of the votes entitled to be cast by all of the outstanding shares of
the Company are required by Iowa law to at all times be owned, directly or
indirectly, by AMHC and may not be conveyed, transferred, assigned, pledged,
subjected to a security interest or lien, encumbered, or otherwise hypothecated
or alienated by AMHC or any intermediate holding company.

     AmerUs Life, Delta Life, American and FBL are subject to regulation and
supervision by the states in which they transact business. State insurance laws
generally establish supervisory agencies with broad administrative and
supervisory powers related to granting and revoking licenses, transacting
business, establishing guaranty fund associations, licensing agents, approving
policy forms, regulating sales practices, regulating premium rates for some
lines of business, establishing reserve requirements, prescribing the form and
content of required financial statements and reports, determining the
reasonableness and adequacy of statutory capital and surplus, and regulating the
type and amount of investments permitted.

     Every state in which the Company's insurance companies are licensed
administers a guaranty fund, which provides for assessments of licensed insurers
for the protection of policyowners of insolvent insurance companies. There has
been an increase in the number of insurance companies that are under supervision
which has resulted in an increase in the amount of assessments to cover losses
to policyowners of such companies. Assessments can be partially recovered
through a reduction in future premium taxes in some states.

     Risk-based capital ("RBC") standards for life insurance companies were
adopted by the National Association of Insurance Commissioners ("NAIC") in 1992
and require insurance companies to calculate and report for statutory basis
financial statements information under a risk-based capital formula. The formula
is embodied in the NAIC Model Act, which has been adopted by many states,
including Iowa and Kansas. RBC requirements are intended to allow insurance
regulators to identify at an early stage inadequately capitalized insurance
companies based upon the types and mixtures of risks inherent in such companies'
operations. The formula includes components for asset risk, liability risk,
interest rate exposure and other factors. As of December 31, 1997, AmerUs
Life's, Delta Life's, American's and FBL's RBC levels were 779%, 471%, 448% and
577%, respectively, of each of their respective authorized control level RBC
thresholds.

     Approximately once every three to five years, as part of their routine
regulatory oversight process, state insurance departments conduct detailed
examinations of the books, records and accounts of insurance companies domiciled
in their states. Such examinations are generally conducted in cooperation with
the departments of two or three other states, under guidelines promulgated by
the NAIC. 

Item 2.  PROPERTIES

     The Company's executive offices consist of approximately 33,000 square feet
of leased space located at 699 Walnut Street, Des Moines, Iowa.  AmerUs Life and
Delta share executive offices consisting of approximately 103,000 square feet
located at 611 Fifth Avenue, Des Moines, Iowa.  AmerUs Life also leases
approximately 56,000 square feet of additional office space in Des Moines.  The
Company, AmerUs Life and Delta lease their executive offices from AmerUs
Properties, Inc., an affiliate.  AmVestors occupies approximately 60,000 square
feet in a building owned by AmVestors with approximately 105,000 square feet,
the remainder of which is leased to third parties.

Item 3.  LEGAL PROCEEDINGS

     AmerUs Life is a defendant in a class action lawsuit, Bhat V. Amerus Life
Insurance Company, which was filed in December 1996 in the United States
District Court for the Northern District of California.  The complaint alleges
that AmerUs Life breached the terms of certain life and annuity policies,
breached certain other duties owed to policyowners and violated RICO when it
allegedly passed an increase in its corporate income taxes (known as the
deferred acquisition costs, or DAC, tax) through to owners of those policies. 
The plaintiff, an insured under a universal life policy issued by Central Life
(the predecessor of AmerUs Life), seeks unspecified actual and punitive damages
and injunctive relief on behalf of himself and all policyowners of AmerUs Life
with universal life, term and "blended" life insurance policies and annuities.
AmerUs Life denies the allegations contained in the complaint, including the
existence of a legitimate class.  The litigation is in the discovery stage and
is being vigorously defended by AmerUs Life.  A hearing on certification of the
class has not yet been scheduled.  An earlier companion case filed in the same
court in June 1996 was dismissed in October 1997.  

     Despite the Company's vigorous defense of this class action lawsuit and its
denial of any wrongdoing, there can be no assurance that the outcome of this
type of lawsuit will not have a material adverse effect on the Company's results
of operations.  

     In the ordinary course of business, the Company and its subsidiaries are
also engaged in certain other litigation, none of which management believes is
material to the Company's results of operations.

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

     A Special Meeting was held on December 18, 1997 to consider and vote upon
the proposal to issue shares of Class A Common Stock of the Company pursuant to
the Amended and Restated Agreement and Plan of Merger among AmVestors, the
Company and a wholly-owned subsidiary of the Company, as described in the Proxy
Statement/Prospectus dated November 12, 1997.  The total vote was as follows:
<TABLE>
<S>                                         <C>               
     Number of votes for                     21,347,766
     Number of votes against                     15,645
     Number of votes abstaining                   7,766
                                             ----------
     Total votes                             21,371,177
                                             ==========
</TABLE>
                                    PART II

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

     On February 20, 1998, the AmerUs Class A Common Stock was listed and
trading began on the New York Stock Exchange under the symbol "AMH."  Prior to
such listing, the Company's Class A Common Stock was listed and traded on the
Nasdaq National Market System (the "Nasdaq") under the symbol "AMRS."  The
following table sets forth, for the periods indicated, the high and low sales
prices per share of AmerUs Class A Common Stock as quoted on Nasdaq and the
quarterly dividends per share declared during such quarter.
<TABLE>
                                                   AmerUs
                                          Class A Common Stock (A)
                                        -------------------------------------
                                      High            Low       Dividends
                                      ----          ----       ----------
<S>                                   <C>          <C>          <C>           
1997
     First Quarter                     24 1/4      19 1/8         none
     Second Quarter                    28 1/8      21 1/8             .10
     Third Quarter                     33 7/8      27 1/2             .10
     Fourth Quarter                    36 7/8      29 3/4             .10

(A)  The closing of the initial public offering of the Company occurred on
     February 3, 1997.

</TABLE>
HOLDERS

     As of February 28, 1998, the number of holders of record of each class of
common equity of the Company was as follows:
<TABLE>
                                               Number of 
                                                  Holders
                                               ----------
<S>                                              <C>   
          Class A Common stock                    2,364
          Class B Common Stock                        1
</TABLE>
DIVIDENDS

     The Company's Board of Directors has declared and paid a quarterly dividend
of $0.10 per share of Common Stock, beginning in the second quarter of 1997. 
The declaration and payment of dividends in the future is subject to the
discretion of the Company's Board of Directors and will be dependent upon the
Company's financial condition, results of operations, cash requirements, future
prospects, regulatory restrictions on the payment of dividends by the Company's
life insurance subsidiaries and other factors deemed relevant by the Company's
Board of Directors.

     The Company is an insurance holding company whose principal assets consist
of all of the outstanding shares of the common stock of its life insurance
subsidiaries.  The Company's ongoing ability to pay dividends to its
shareholders and meet its other obligations, including operating expenses and
any debt service, primarily depends upon the receipt of sufficient funds from
its life insurance subsidiaries in the form of dividends, interest payments or
loans.  As of February 28, 1998, the Company's life insurance subsidiaries could
pay approximately $75 million in dividends without prior regulatory approval.

     Under its bank credit facility, the Company is prohibited from paying
dividends on its Common Stock in excess of an amount equal to 3% of the
Company's consolidated net worth as of the last day of the preceding fiscal
year.

<PAGE>
     In connection with the 8.85% Capital Securities, Series A (the "Capital
Securities"), issued in 1997 by AmerUs Capital I, the Company's subsidiary
trust, the Company has agreed not to declare or pay any dividends on the
Company's capital stock (including the Class A Common Stock) during any period
for which the Company elects to extend interest payments on its junior
subordinated debentures, except for stock dividends paid by the Company where
the dividend stock is the same stock as that on which the dividend is being
paid.  Dividends on the Company's capital stock cannot be paid until all accrued
interest on the Capital Securities has been paid.

Item 6.  SELECTED FINANCIAL DATA.

     The following table sets forth certain financial and operating data of the
Company. The selected consolidated financial data below for each of the five
years ending December 31, 1997 are derived from the Consolidated Financial
Statements of the Company, which financial statements have been audited by KPMG
Peat Marwick LLP, independent auditors.  During 1997, the Company acquired Delta
and AmVestors in transactions that were accounted for using the purchase method
of accounting.  As a result, the Consolidated Income Statement Data includes the
results of Delta and AmVestors from their respective acquisition dates and the
Consolidated Balance Sheet Data includes year-end data for Delta and AmVestors.
<TABLE>
                                                  As of or for the Year Ended
                                                      December 31, 
                                                  ------------------------------------------
                                   1997(A)(B)  1996(B)   1995   1994(C)  1993(C)
                                      ----      ----     ----     ----    ----
                                                  (Dollars in millions, except per share data)
<S>                                 <C>       <C>      <C>      <C>      <C>     
Consolidated Income Statement Data:
Revenues:                                           
     Insurance premiums                $48.1    $138.5  $244.1    $237.9  $226.4
     Product charges                    43.4      49.3    57.3      56.3    57.4
     Net investment income             224.4     228.7   285.2     275.7   269.9
     Realized gains (losses) on 
          investments                   13.8      66.0    51.4     (19.9)   15.5
     Contribution from the Closed 
          Block                         31.1      19.9       -         -       -                 
                                       -----     -----   -----     -----   ------
Total revenues                         360.8     502.4   638.0     550.0   569.2
Benefits and expenses:                                                        
     Total policyowner benefits        193.2     261.9   374.6     369.9   364.3
     Total expenses                     72.6      95.1   101.1     103.5    96.6
     Dividends to policyowners           1.6      26.3    49.4      45.0    45.5
                                       -----     -----   -----     ----    -----
Total benefits and expenses            267.4     383.3   525.1     518.4   506.4
                                        ----      ----    -----     ----   -----
Income from operations                  93.4     119.1   112.9      31.6    62.8
Interest expense                        15.0       2.1     2.4       5.5     7.0
                                        -----     -----   -----     ----   -----
Income before tax expense and equity 
     in earnings of unconsolidated 
     subsidiary                         78.4     117.0   110.5      26.1    55.8
Income tax expense                      22.0      43.8    41.2      19.4    21.4
Income before equity in earnings
     of unconsolidated subsidiary       56.4      73.2    69.3       6.7    34.4
Equity in earnings of unconsolidated
     subsidiary                          1.7       1.0     -         -       -
                                       -----     -----   -----     -----   -----
Cumulative effect of a change in 
     accounting principle, net 
     of tax                              -         -       -         -      (3.2)
                                       -----     -----   -----      ----    ----
Net income                             $58.1     $74.2   $69.3      $6.7   $31.2
                                       =====     =====   =====      ====   =====

Earnings per common share:
     Basic (D)                          $2.47     $3.20   $2.99      -       -
     Diluted (E)                        $2.46     $3.20   $2.99      -       -
Dividends declared per common share     $0.30      -       -         -       -
Ratio of earnings to 
 fixed charges (F)                       2.07      2.73    2.37      1.31    1.62
Consolidated Balance Sheet Data:
Total invested assets               $7,695.5  $2,880.8$3,965.0  $3,491.7$3,639.3
Total assets                        10,254.0   4,384.2 4,371.9   4,036.9 4,030.7
Total liabilities                    9,240.0   3,926.7 3,832.0   3,618.6 3,524.8
Company-obligated mandatorily
     redeemable preferred 
     securities                         86.0       -       -         -       -
Total stockholders' equity (G)         928.0     457.5   539.9     418.3   505.9

Other Operating Data:                                                         
  Adjusted operating income (H)        $49.1     $37.6   $38.5     $27.5   $24.2
  Adjusted operating income
     per common share (basic 
     and diluted)                       $2.08     $1.62   $1.66      -       -
Individual life insurance in 
     force, net of reinsurance     $26,703   $25,725 $25,157   $25,282 $24,698
Annuity account balances (I)         6,134     1,363   1,467     1,473   1,410
  Number of employees                  692       412     406       457     489

Statutory Data:                                                       
Premiums and deposits:                                                        
     Individual life                  $319.1    $312.7  $307.1    $296.4  $286.3
     Annuities (I)                     $75.5     $81.4  $197.1    $187.8   $90.4
-------------

(A)  Consolidated Income Statement Data includes the results for Delta,
     subsequent to October 23, 1997 and the results for AmVestors subsequent to
     December 19, 1997, and Consolidated Balance Sheet Data includes year-end
     data for Delta and AmVestors.

(B)  The Company formed the Closed Block on June 30, 1996 as a part of the
     Reorganization.  Invested assets allocated to the Closed Block are
     classified as Closed Block assets.  Revenues and expenses associated with
     the Closed Block are shown net as a single line item.  Accordingly, the
     individual income statement components for 1997 are not fully comparable
     with those of 1996 and 1995, due to the establishment of the Closed Block
     on June 30, 1996.  See "Item 7 - Management's Discussion and Analysis of
     Results of Operations and Financial Condition - Combined Results of
     Operations."

(C)  The merger of the two predecessor entities of the Company, which was
     consummated in 1994, has been accounted for as a pooling of interests
     transaction.

(D)  Retroactively reflects the pro-forma effect of the issuance of 18.16
     million shares of the Company's Class A Common Stock and 5.0 million shares
     of AmerUs Class B Common Stock at the beginning of 1995.  The  1997
     calculation reflects 18.54 million weighted average shares of Class A
     Common Stock and 5 million shares of Class B Common Stock outstanding,
     respectively.

(E)  Diluted earnings per common share for 1997 is calculated using 18.57
     million weighted average shares of Class A Common Stock and 5 million Class
     B Common Stock outstanding.

(F)  For purposes of computing the ratio of earnings to fixed charges,
     "earnings" consist of income from operations before federal income taxes
     and fixed charges.  "Fixed charges" consist of interest expense on debt and
     capital securities, amortization of debt expense and interest credited on
     deferred annuities.

(G)  Amounts reported prior to December 31, 1996 reflect policyowners' equity.  

(H)  Adjusted operating income reflects net income adjusted to eliminate certain
     items (net of applicable income taxes) which management believes are not
     necessarily indicative of overall operating trends, including net realized
     gains or losses on investments.  Different items are likely to occur in
     each period presented and others may have different opinions as to which
     items may warrant adjustment.  The adjusted operating income shown does not
     constitute net income computed in accordance with GAAP.  See "Item 7 -
     Management's Discussion and Analysis of Results of Operations and Financial
     Condition - Adjusted Operating Income."

(I)  Effective May 1996, substantially all individual deferred annuity sales by
     AmerUs Life distribution systems are made through the Ameritas Joint
     Venture.  See "Item 1 - Business - Ameritas Joint Venture Products".

</TABLE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.

     The following analysis of the consolidated results of operations and
financial condition of the Company should be read in conjunction with the
Selected Consolidated Financial and Operating Data and Consolidated Financial
Statements and related notes.

OVERVIEW

     The Company is a holding company engaged through its subsidiaries in the
business of marketing, underwriting and distributing a broad range of individual
life insurance and annuity products to individuals and businesses in 49 states,
the District of Columbia and the U.S. Virgin Islands. The Company's primary
product offerings consist of whole life, universal life and term life insurance
policies and fixed annuities. Since April 1, 1996 the Company has been a party
to the Ameritas Joint Venture with Ameritas, through which it markets fixed
annuities and sells variable annuities and variable life insurance products.

     In accordance with GAAP, universal life insurance premiums and annuity
deposits received are reflected as increases in liabilities for policyowner
account balances and not as revenues. Revenues reported for universal life and
annuity products consist of policy charges for the cost of insurance,
administration charges and surrender charges assessed against policyowner
account balances. Surrender benefits paid relating to universal life insurance
policies and annuity products are reflected as decreases in liabilities for
policyowner account balances and not as expenses. Amounts for interest credited
to universal life and annuity policyowner account balances and benefit claims in
excess of policyowner account balances are reported as expenses in the financial
statements. The Company receives investment income earned from the funds
deposited into account balances by universal life and annuity policyowners, the
majority of which is passed through to such policyowners in the form of interest
credited.

     Premium revenues reported for traditional life insurance products are
recognized as revenues when due. Future policy benefits and policy acquisition
costs are recognized as expenses over the life of the policy by means of a
provision for future policy benefits and amortization of deferred policy
acquisition costs.

     The costs related to acquiring new business, including certain costs of
issuing policies and certain other variable selling expenses (principally
commissions), defined as deferred policy acquisition costs, are capitalized and
amortized as an expense primarily in proportion to expected profits or margins
from such policies. This amortization is adjusted when current or estimated
future gross profits or margins on the underlying policies vary from previous
estimates. For example, the amortization of deferred policy acquisition costs is
accelerated when policy terminations are higher than originally estimated or
when investments supporting the policies are sold at a gain prior to their
anticipated maturity. Death and other policyowner benefits reflect exposure to
mortality risk and fluctuate from period to period based on the level of claims
incurred within insurance retention limits. The profitability of the Company is
primarily affected by expense levels, interest spread results (i.e., the excess
of investment earnings over the interest credited to policyowners) and
fluctuations in mortality, persistency and other policyowner benefits. The
Company has the ability to mitigate adverse experience through adjustments to
credited interest rates, policyowner dividends or cost of insurance charges.

ADJUSTED OPERATING INCOME

     The following table reflects net income adjusted to eliminate certain items
(net of applicable income taxes) which management believes are not necessarily
indicative of overall operating trends, including net realized gains or losses
on investments.  Different items are likely to occur in each period presented
and others may have different opinions as to which items may warrant adjustment.
The adjusted operating income shown below does not constitute net income
computed in accordance with GAAP. 
<PAGE>
<TABLE>
                                                Year Ended December 31,
                                              -------------------------------------------
                                      1997      1996    1995     1994       1993
                                      ----      ----    ----     ----       ----
                                      (In thousands, except per share amounts)
<S>                             <C>         <C>      <C>        <C>     <C>    
Net income                      $58,059     $74,173  $69,348    $6,667  $31,209 
Net realized (gains) losses on
     investments (A)             (9,008)    (42,552) (32,244)   11,223  (10,187)
Equity add-on tax (B)                 -       4,480        -     9,585        - 
Reorganization costs (C)              -       1,522    1,426         -        - 
Adoption of SFAS 106(D)               -           -        -         -    3,214 
                                -------     -------  -------   -------  ------- 
Adjusted operating income       $49,051     $37,623  $38,530   $27,475  $24,236 
                                =======     =======  =======   =======  ======= 
Adjusted operating income
     per common share               
     (basic and diluted)          $2.08       $1.62    $1.66   $     -   $     -

(A)  Represents realized gains or losses on investments less that portion of the
     amortization of deferred policy acquisition costs adjusted for income taxes
     on such amounts.  Realized gains may vary widely between periods.  Such
     amounts are determined by management's timing of individual transactions
     and do not necessarily correspond to the underlying operating trends.

(B)  Represents the mutual life insurance company equity add-on tax, which is
     applicable only to mutual life insurance companies and which the Company
     believes is not applicable to the Company after June 30, 1996 due to AmerUs
     Life's conversion into a stock company.

(C)  Represents costs directly related to the Reorganization consisting
     primarily of printing, postage, legal and consulting costs.  These costs
     were not of a continuing nature and were not expected to have any effect on
     future operations.

(D)  As of January 1, 1993, the Company adopted SFAS 106, pursuant to which the
     cost of certain post-retirement benefits must be recognized on an accrual
     basis as employees perform services to earn such benefits.  The Company's
     transition obligation as of January 1, 1993 amounted to approximately $3.2
     million, net of income tax benefits, and was recorded as a cumulative
     effect adjustment to net income.
</TABLE>
RECENT ACQUISITIONS

     The Company acquired all of the outstanding stock of Delta in October,
1997, for approximately $165 million in cash.  The transaction was accounted for
as a purchase and accordingly, the Company's results of operations include Delta
from the date of purchase.  The Company acquired all of the outstanding stock of
AmVestors on December 19, 1997, in a stock exchange valued at approximately $350
million.  This transaction was also accounted for as a purchase and the
Company's results of operations include AmVestors from the date of purchase. 
(See note 14 to the note to Consolidated Financial Statements for the discussion
of the Company's acquisitions.)

THE CLOSED BLOCK

     The Closed Block was established on June 30, 1996. Insurance policies which
had a dividend scale in effect as of June 30, 1996 were included in the Closed
Block. The Closed Block was designed to provide reasonable assurance to owners
of insurance policies included therein that, after the Reorganization of AmerUs
Life, assets would be available to maintain the dividend scales and interest
credits in effect prior to the Reorganization if the experience underlying such
scales and credits continues.

     The contribution to the operating income of the Company from the Closed
Block is reported as a single line item in the income statement. Accordingly,
premiums, product charges, investment income, realized gains (losses) on
investments, policyowner benefits and dividends attributable to the Closed
Block, less certain minor expenses including amortization of deferred policy
acquisition costs, are shown as a net number under the caption the "Contribution
from the Closed Block." This results in material reductions in the respective
line items in the income statement while having no effect on net income. The
expenses associated with the administration of the policies included in the
Closed Block and the renewal commissions on these policies are not charged
against the Contribution from the Closed Block, but rather are grouped with
underwriting, acquisition and insurance expenses. Also, all assets allocated to
the Closed Block are grouped together and shown as a separate item entitled
"Closed Block Assets." Likewise, all liabilities attributable to the Closed
Block are combined and disclosed as the "Closed Block Liabilities."

COMBINED RESULTS OF OPERATIONS

     Since the operating results from the Closed Block are reported on one line
of the income statement, "Contribution from the Closed Block," individual income
statement components are not fully comparable with those prior to the
establishment of the Closed Block. Management believes that the presentation of
the results of operations on a combined basis as if the Closed Block had not
been formed facilitates comparability with the results of operation for 1996
prior to the formation of the Closed Block and for 1995. Accordingly, the
combined presentation set forth below includes certain revenues and expenses
associated with the policies included in the Closed Block. Such presentation
does not, however, affect the Company's reported net income.
<TABLE>                                                                       
                                                Year Ended December 31, 1997
                                                -----------------------------------------
                                          As Reported Closed Block    Combined
                                            -----------------------    --------
                                                      (In thousands)
<S>                                           <C>        <C>         <C>     
Revenues
   Insurance premiums                         $ 48,127   $206,145    $254,272
   Product charges                              43,441     17,464      60,905
   Net investment income                       224,431    113,759     338,190
   Realized gains on investments                13,791        718      14,509
   Contribution from the Closed Block           31,045   (31,045)           -
                                              --------   --------    --------
   Total revenues                              360,835    307,041     667,876

Benefits and expenses
   Policyowner benefits                        193,237    209,377     402,614
   Underwriting, acquisition and insurance
       expenses                                 51,663      6,603      58,266
   Amortization of deferred policy
      acquisition costs                         20,987     31,470      52,457
   Dividends to policyowners                     1,587     59,591      61,178
                                               -------    -------     -------
   Total benefits and expenses                 267,474    307,041     574,515

Income from operations                          93,361          -      93,361
Interest expense                                14,980          -      14,980
                                               -------    -------     -------

Income before income tax expense and equity
   in earnings of unconsolidated subsidiary     78,381          -      78,381
Income tax expense                              22,022          -      22,022
                                               -------    -------    --------
Income before equity in earnings of
   unconsolidated subsidiary                    56,359          -      56,359
Equity in earnings of unconsolidated
   subsidiary                                    1,700          -       1,700
                                               -------    -------    --------
Net income                                     $58,059         $-     $58,059
                                               =======    =======     =======


</TABLE>
<TABLE>
                                                  Year Ended December 31, 1996
                                                   -------------------------------------
                                                As Reported  Closed Block Combined 
                                                --------------------------------
                                                        (In thousands)
<S>                                              <C>          <C>      <C>     
Revenues
     Insurance premiums                          $138,476     $108,315 $246,791
     Product charges                               49,347        9,324   58,671
     Net investment income                        228,625       56,329  284,954
     Realized gains on investments                 65,983          481   66,464
     Contribution from the Closed Block            19,909     (19,909)        -
                                                 --------     --------  -------
     Total revenues                               502,340      154,540  656,880

Benefits and expenses
     Policyowner benefits                         261,869      103,951  365,820
     Underwriting, acquisition and insurance 
          expenses                                 54,857        2,969   57,826
     Amortization of deferred policy 
          acquisition costs                        40,160       18,412   58,572
     Dividends to policyowners                     26,324       29,208   55,532
                                                  -------      -------  -------
     Total benefits and expenses                  383,210      154,540  537,750

Income from operations                            119,130            -  119,130
Interest expense                                    2,142            -    2,142
                                                  -------      -------  -------
Income before income tax expense and
     equity in earnings of unconsolidated
     subsidiary                                   116,988            -  116,988

Income tax expense                                 43,859            -   43,859
                                                 --------     -------- --------
Income before equity in earnings of
     unconsolidated subsidiary                     73,129            -   73,129

Equity in earnings of unconsolidated
     subsidiary                                     1,044            -    1,044
                                                  -------      -------   -------

Net income                                        $74,173      $     -  $74,173
                                                  =======      =======  =======

</TABLE>                                   

     A summary of the Company's combined revenues, including revenues associated
with the Closed Block, follows:
<TABLE>
                                                    Year Ended December 31,
                                                  --------------------------------------
                                                1997        1996         1995
                                                ----        ----         ----
                                                       (In thousands)
<S>                                          <C>         <C>             <C>  
Insurance premiums
       Traditional life insurance premiums     $236,878    $228,986     $219,732
       Immediate annuity and supplementary
          contract premiums                      17,238      16,082       17,659
       Other premiums                               156       1,723        6,696
                                               --------    --------     --------

          Total insurance premiums              254,272     246,791      244,087

Universal life product charges                   59,236      57,834       56,763
Annuity product charges                           1,669         837          607
                                              ---------    --------     --------
          Total product charges                  60,905      58,671       57,370
Net investment income                           338,190     284,954      285,244
Realized gains on investments                    14,509      66,464       51,387
                                               --------    --------     --------
            Total revenues                     $667,876    $656,880     $638,088
                                               ========    ========     ========
</TABLE>                                                         
     In 1997, individual life and annuity premiums and product charges increased
by $11.2 million to $315.0 million, or 3.7%, from $303.8 million in 1996 and
compared to $294.8 million in 1995. Included in the 1997 increase was $1.2
million of premium and product charges earned in the fourth quarter primarily
from the Delta acquisition.  Insurance premiums increased by $7.5 million, to
$254.3 million in 1997 compared to $246.8 million in 1996, and $244.1 million in
1995. Traditional life insurance premiums increased by $7.9 million in 1997,
compared to a $9.3 million increase experienced in 1996. The increase in
traditional life insurance premiums in 1997 and 1996 has primarily been the
result of continued growth in renewal premiums and also the increased sales of
term life insurance products in 1997. Changes in the level of immediate annuity
deposits and supplementary contract premiums have primarily been the result of
fluctuations in immediate annuity and supplementary contract sales. Other
premiums have decreased significantly over the past two years primarily due to
the Company's exit from several group life and long-term disability reinsurance
pools in 1995 and the sale of the Company's remaining group life operation in
1996.

     Universal life product charges have increased slightly in each of the past
two years primarily due to increased cost of insurance charges as a result of
the normal aging of the block of business. Annuity product charges for 1997
included $0.7 million earned in the fourth quarter by recently acquired
companies.

     Net investment income increased by $53.3 million to $338.2 million in 1997
compared to $284.9 million in 1996, and $285.2 million in 1995. Included in the
1997 increase in net investment income was $30.2 million of net investment
income from recently acquired companies during the fourth quarter. The remaining
$23.1 million increase in 1997 was attributable to an increase in average
invested assets and effective yields on average invested assets. Average
invested assets (excluding market value adjustments and acquisitions) in 1997
increased $111.5 million from 1996, and the effective yield on average invested
assets (excluding market value adjustments and acquisitions) increased to 7.89%
in 1997 from 7.55% in 1996. Contributing to the higher yields in 1997 was
investment income of $10.1 million from equity in earnings of certain investment
partnerships. Average invested assets (excluding market value adjustments)
increased by $171.8 million in 1996, largely as a result of the investment of
$175.0 million in proceeds from bank borrowings late during the year. The
effective yield on average invested assets (excluding market value adjustments)
decreased to 7.55% in 1996 from 7.88% in 1995, primarily as a result of lower
bond yields and the timing of the investment of the proceeds from the bank
borrowing.

     Realized gains on investments were $14.5 million in 1997 compared to gains
of $66.4 million and $51.4 million in 1996 and 1995, respectively. Included in
the amounts for 1996 were approximately $51.1 million of gains from the sale of
common stock as a result of the liquidation of the Company's equity portfolio
which commenced in 1995. The increase in gains in 1996 resulted primarily from
increased sales of common stock in the investment portfolio. The sale of common
stock in 1996 and 1995 was a direct result of the Company's decision to reduce
the level of equity securities as a percentage of its investment portfolio on a
long-term basis. Proceeds from these sales were invested primarily in fixed
maturity securities.

     A summary of the Company's combined policyowner benefits, including
policyowner benefits associated with the Closed Block, follows:
<TABLE>
                                                  Year Ended December 31,
                                               ------------------------------
                                             1997           1996        1995
                                             ----           ----        ----
                                                       (In thousands)
<S>                                        <C>            <C>          <C>
Traditional life insurance
     Death benefits                          $40,821       $32,251     $32,196
     Change in liability for future policy
        benefits and other policy benefits   170,275       160,036     152,742
                                             -------       -------     -------
     Total traditional life insurance 
               benefits                      211,096       192,287     184,938

Universal life insurance
     Death benefits in excess of 
     cash value                               24,682        23,871      20,802
     Interest credited to policyowner
        account balances                      45,232        43,203      41,532
     Other policy benefits                     3,453         3,026       5,218
                                             -------       -------     -------
     Total universal life insurance 
          benefits                            73,367        70,100      67,552

Annuities
     Interest credited to deferred annuity
        account balances                      80,440        66,254      78,120
     Other annuity benefits                   37,133        34,334      35,582
                                             -------       -------     -------
        Total annuity benefits               117,573       100,588     113,702

Miscellaneous benefits                           578         2,845       8,428
                                            --------      --------    --------
     Total policyowner benefits             $402,614      $365,820    $374,620
                                            ========      ========    ========
</TABLE>
     Total policyowner benefits were $402.6 million in 1997 compared to $365.8
million in 1996 and $374.6 million in 1995. The 1997 amount included fourth
quarter benefits of acquired companies of $23.4 million consisting primarily of
interest credited to annuity account balances and other annuity benefits.
Traditional life insurance benefits increased by $18.8 million in 1997 compared
to a $7.3 million increase in 1996. The increase in 1997 was primarily due to
the growth and aging of the business in force and increased death benefits as a 
result of higher mortality. The increase in traditional life insurance benefits
in 1996 was primarily due to the growth and aging of the business in force.
Universal life insurance benefits increased by $3.3 million in 1997 and by $2.5
million in 1996. The increased benefits in 1997 and 1996 were due to increased
interest credited to policyowner account balances and increased death benefits
due to higher mortality. While the weighted average crediting rate for AmerUs
Life's universal life liabilities decreased four basis points to 6.23% in 1997
from 6.27% in 1996, AmerUs Life's average liabilities increased by $33.7
million, resulting in the increased credited amounts in 1997. While the weighted
average crediting rate for AmerUs Life's universal life liabilities decreased 19
basis points to 6.27% in 1996 from 6.46% in 1995, AmerUs Life's average
liabilities increased $39.8 million from 1995 to 1996, resulting in the
increased interest credited amounts in 1996.

     Annuity benefits, including the fourth quarter results of recent
acquisitions, were $117.6 million, an increase of $17.0 million compared to
1996. The annuity benefits of recent acquisitions amounted to $23.2 million
which were partially offset by a $6.2 million decrease in AmerUs Life's annuity
benefits to $94.4 million compared to $100.6 million in 1996. The decrease in
AmerUs Life's annuity benefits during 1997 was due to reduced interest credited
to policyowner account balances. The weighted average crediting rate for AmerUs
Life's individual deferred annuity liabilities decreased eleven basis points to
5.25% in 1997 compared to 5.36% in 1996 and AmerUs Life's average deferred
annuity liabilities decreased $119.1 million from 1996 to 1997, also
contributing to the lower interest credited amounts in 1997 for AmerUs Life.
Most annuity sales after May, 1996 have been recorded by the Ameritas Joint
Venture, resulting in a decrease in the average deferred annuity liabilities at
AmerUs Life.  Annuity benefits decreased by $13.1 million in 1996 to $100.6
million compared to $113.7 million in 1995, primarily due to reduced interest
credited to policyowner account balances. The weighted average crediting rate
for AmerUs Life's individual deferred annuity liabilities decreased 80 basis
points to 5.36% in 1996 compared to 6.16% in 1995 and AmerUs Life's average
deferred annuity liabilities decreased by $71.0 million from 1995 to 1996, also
contributing to the lower interest credited amounts in 1996.

     Miscellaneous benefits have decreased significantly over the past two years
primarily due to the Company's exit from several group life and long-term
disability reinsurance pools in 1995 and the sale of the Company's remaining
group life operation in 1996.

     A summary of the Company's combined expenses, including expenses associated
with the Closed Block, follows:
<TABLE>
                                                    Year Ended December 31,
                                                --------------------------------------
                                              1997          1996        1995
                                              ----          ----        ----
                                                    (In thousands)
<S>                                          <C>           <C>         <C>    
Commission expense, net of deferrals         $ 8,252       $ 7,892     $10,448
Other underwriting, acquisition and
   insurance expenses, net of deferrals       50,014        49,934      40,461
Amortization of deferred policy
  acquisition costs                           52,457        58,572      50,239
                                            --------      --------    --------
   Total expenses                           $110,723      $116,398    $101,148
                                            ========      ========    ========
</TABLE>
     The Company's commission expense, net of deferrals, increased by $0.4
million to $8.3 million in 1997 compared to $7.9 million in 1996, and $10.4
million in 1995. The increase in 1997 was primarily the result of the fourth
quarter commission expense, net of deferrals of the Company's recent
acquisitions. The reduction in 1996 was primarily due to a decrease in gross
commission expense as a result of lower life insurance sales in 1996 and the
transfer of new annuity sales to the Ameritas Joint Venture in May 1996. Other
underwriting, acquisition and insurance expenses, net of deferrals, were $50.0
million in 1997, compared to $49.9 million in 1996 and $40.5 million in 1995.
Included in the 1997 expenses were $4.1 million of fourth quarter expenses, net
of deferrals, attributable to the recently acquired companies.

     Excluding recently acquired companies, other underwriting, acquisition and
insurance expenses, net of deferrals, decreased by $4.0 million to $45.9 million
in 1997.  This decrease in expenses during 1997 was primarily due to the
establishment of a $5.0 million litigation reserve during 1996 in connection
with certain class action litigation, partially offset by a $1.3 million 
write-off of expenses during 1997 related to the former bank credit facility 
which was replaced by a new agreement in the fourth quarter of 1997.  The 
increase in expenses in 1996 was due to increased settlements and associated 
legal fees of $4.7 million, primarily due to the $5.0 million class action 
litigation reserve; expenses related to changing the name of the Company of $0.7
million; higher premium taxes of $1.1 million due to a one-time adjustment to 
the amortization of the guaranty association asset and an increased accrual for 
estimated future assessments; combined with a gain of $3.1 million recorded 
against 1995 expenses resulting from the curtailment of the Company's defined 
benefit pension plans effective December 31, 1995.

     The amortization of deferred policy acquisition costs decreased by $6.1
million in 1997 and increased by $8.3 million in 1996. Deferred policy
acquisition costs are generally amortized in proportion to gross margins,
including capital gains. Higher death benefits and lower realized capital gains
in 1997, compared to 1996, contributed to lower gross margins in 1997 on
products for which deferred costs are amortized, resulting in the lower
amortization in 1997. The increased amortization in 1996 was primarily due to
higher gross margins, including increased realized capital gains in 1996, on
products for which deferred costs are amortized.

     Dividends to policyowners increased by $5.7 million to $61.2 million in
1997 compared to $55.5 million in 1996 and $49.4 million in 1995. The increase
in dividends over each of the past two years was primarily the result of the
growth and aging of in force business. Traditional life reserves grew 7.7% from
the end of 1995 to the end of 1996 and an additional 8.1% to the end of 1997, to
$1.31 billion. The weighted average dividend interest rate credited to these
policies was 7.19% in 1997 compared to 7.17% and 7.14% in 1996 and 1995,
respectively.

     Income from operations decreased by $25.7 million to $93.4 million in 1997
compared to $119.1 million in 1996, and $112.9 million in 1995.  Recent
acquisitions added $3.3 million of income from operations during the fourth
quarter, however, the overall decrease in 1997 income from operations was
primarily due to the decrease in realized gains on investments in 1997.  The
increase in 1996 resulted primarily from the increase in realized gains on
investments.

     Interest expense increased by $12.9 million in 1997 to $15.0 million
compared to $2.1 million in 1996, and $2.4 million in 1995.  The increase in
interest expense in 1997 was primarily due to the interest expense on the
capital securities issued by the Company during 1997 and interest expense on the
revolving line of credit.  This added interest expense was largely offset by
investment of the borrowed funds which contributed to the growth in invested
assets and the higher investment earnings of 1997.

     Income before income tax expense and equity in earnings of unconsolidated
subsidiary decreased by $38.6 million to $78.4 million in 1997 compared to
$117.0 million in 1996, and $110.5 million in 1995. While acquisitions added
$3.3 million of income before income tax expense during the fourth quarter, the
overall decrease in 1997 income resulted primarily from the decrease in realized
gains on investments in 1997. The increase in 1996 resulted primarily from the
increase in realized gains on investments.

     Income tax expense decreased by $21.8 million in 1997 to $22.0 million
compared to $43.8 million in 1996, and $41.2 million in 1995. The decrease in
1997 was primarily due to the lower pre-tax income as a result of the lower
realized gains on investments, a $4.5 million provision for the equity add-on
tax included in the first half of 1996, and increased tax credits of $3.9
million in 1997. The increase in income taxes in 1996 was primarily the result
of the higher pre-tax income due primarily to the increased realized gains on
investments and the $4.5 million provision for the equity add-on tax in the
first half of 1996, partially offset by $2.7 million of low-income housing tax
credits. The equity add-on tax is applicable only to mutual life insurance
companies and the Company believes such tax is not applicable to the Company
after June 30, 1996 due to the conversion of AmerUs Life into a stock company.

     Net income decreased by $16.1 million in 1997 to $58.1 million compared to
$74.2 million and $69.3 million in 1996 and 1995, respectively. Net income for
1997 included $1.8 million from acquisitions during the fourth quarter. The
overall lower net income for 1997 was primarily due to lower realized gains on
investments. The increase in net income from 1995 to 1996 was primarily due to
higher realized gains on investments.

LIQUIDITY AND CAPITAL RESOURCES

     THE COMPANY

     The Company's cash flows from operations consist of dividends from
subsidiaries, if declared and paid, interest income on loans and advances to its
subsidiaries (including a surplus note issued to the Company by AmerUs Life),
investment income on assets held by the Company and fees which the Company
charges its subsidiaries and certain other of its affiliates for management
services, offset by the expenses incurred for debt service, salaries and other
expenses.

     The Company intends to rely primarily on dividends and interest income from
its life insurance subsidiaries in order to make dividend payments to its
shareholders. The payment of dividends by its life insurance subsidiaries is
regulated under various state laws. Under Iowa law, AmerUs Life and Delta Life
may pay dividends only from the earned surplus arising from their respective
businesses and must receive the prior approval of the Iowa Commissioner to pay
any dividend that would exceed certain statutory limitations. The current
statutory limitation is the greater of (i) 10% of the respective company's 
policyowners' surplus as of the preceding year end or (ii) the net gain from
operations for the previous calendar year. Iowa law gives the Iowa Commissioner
broad discretion to disapprove requests for dividends in excess of these limits.
Based on this limitation and 1997 results, AmerUs Life and Delta Life would be
able to pay approximately $58 million and $8 million, respectively, in dividends
in 1998 without obtaining the Iowa Commissioner's approval. The payment of
dividends by American and FBL is regulated under Kansas law, which has statutory
limitations similar to those in place in Iowa. Based on these limitations and
1997 results, AmVestors' subsidiaries could pay approximately $15 million in
dividends in 1998. On February 26, 1998, AmerUs Life paid the Company $5 million
in dividends. Based upon the cumulative limitations and 1997 results, the
Company's subsidiaries could pay an estimated $75 million in additional
dividends in 1998 without obtaining regulatory approval.

     On October 23, 1997, the Company entered into a $250 million revolving
credit facility with a syndicate of lenders (the "Bank Credit Facility") to be
used to replace its then existing revolving credit facility, to finance the
acquisition of Delta, to finance permitted mergers and acquisitions and for
other general corporate purposes. The Bank Credit Facility is secured by a
pledge of approximately 49.9% of the outstanding common stock of AmerUs Life,
100% of the outstanding common stock of Delta and a $50 million 9% surplus note
payable to the Company by AmerUs Life. As of December 31, 1997, there was an
outstanding loan balance of $250 million under the facility. The Bank Credit
Facility provides for typical events of default and covenants with respect to
the conduct of the business of the Company and its subsidiaries and requires the
maintenance of various financial levels and ratios. Among other covenants, the
Company (a) cannot have a leverage ratio greater than 0.35:1.0 or an interest
coverage ratio less than 2.5:1.0, (b) is prohibited from paying cash dividends
on its common stock in excess of an amount equal to 3% of its consolidated net
worth as of the last day of the preceding fiscal year, and (c) must cause
certain of its subsidiaries including AmerUs Life and Delta Life to maintain
certain ratings from A.M. Best and certain levels of adjusted capital and
surplus and risk-based capital. 

     The Company may from time to time review other potential acquisition
opportunities. The Company anticipates that funding for any such acquisition may
be provided from available cash resources, from debt or equity financing or
stock-for-stock acquisitions. In the future, the Company anticipates that its
liquidity and capital needs will be met through interest and dividends from its
life insurance subsidiaries, accessing the public equity and debt markets
depending upon market conditions, or alternatively from bank financing.

     LIFE INSURANCE SUBSIDIARIES

     The cash flows of the Company's life insurance subsidiaries consist
primarily of premium income, deposits to policyowner account balances, income
from investments, sales, maturities and calls of investments and repayments of
investment principal. Cash outflows are primarily related to withdrawals of
policyowner account balances, investment purchases, payment of policy
acquisition costs, payment of policyowner benefits, income taxes and current
operating expenses. Life insurance companies generally produce a positive cash
flow from operations, as measured by the amount by which cash flows are adequate
to meet benefit obligations to policyowners and normal operating expenses as
they are incurred. The remaining cash flow is generally used to increase the
asset base to provide funds to meet the need for future policy benefit payments
and for writing new business.

     Management anticipates that funds to meet its short-term and long-term
capital expenditures, cash dividends to shareholders and operating cash needs
will come from existing capital and internally generated funds. Management
believes that the current level of cash and available-for-sale and short-term
securities, combined with expected net cash inflows from operations, maturities
of fixed maturity investments, principal payments on mortgage-backed securities
and its insurance products, will be adequate to meet the anticipated short-term
cash obligations of the Company's life insurance subsidiaries.

     The Company and its subsidiaries generated cash flows from operating
activities of $224.4 million, $147.6 million and $189.1 million for the years
ended December 31, 1997, 1996 and 1995, respectively. Excess operating cash
flows were primarily used to increase the Company's fixed maturity investment
portfolio.

     Matching the investment portfolio maturities to the cash flow demands of
the type of insurance being provided is an important consideration for each type
of life insurance product and annuity. The Company continuously monitors
benefits and surrenders to provide projections of future cash requirements. As
part of this monitoring process, the Company performs cash flow testing of its
assets and liabilities under various scenarios to evaluate the adequacy of
reserves. In developing its investment strategy, the Company establishes a level
of cash and securities which, combined with expected net cash inflows from
operations, maturities of fixed maturity investments and principal payments on
mortgage-backed securities, are believed adequate to meet anticipated short-term
and long-term benefit and expense payment obligations. There can be no assurance
that future experience regarding benefits and surrenders will be similar to
historic experience since withdrawal and surrender levels are influenced by such
factors as the interest rate environment and the claims-paying and financial
strength ratings of the Company's life insurance subsidiaries.

     The Company takes into account asset-liability management considerations in
the product development and design process. Contract terms for the Company's
interest-sensitive products include surrender and withdrawal provisions which
mitigate the risk of losses due to early withdrawals. These provisions generally
do one or more of the following: limit the amount of penalty-free withdrawals,
limit the circumstances under which withdrawals are permitted, or assess a
surrender charge or market value adjustment relating to the underlying assets.
The following table summarizes statutory liabilities for interest-sensitive life
products and annuities by their contractual withdrawal provisions at December
31, 1997 (dollars in millions):
<TABLE>
<S>                                                                <C>        
Not subject to discretionary withdrawal                             $412.9
Subject to discretionary withdrawal with adjustments:                   
     Specified surrender charges (A)                               4,546.9 
     Market value adjustments                                      1,319.2
                                                                -------- 
     Subtotal                                                      5,866.1
                                                                  --------
Subject to discretionary withdrawal without adjustments              711.5
                                                                  --------
Total                                                             $6,990.5
                                                                  ========

(A)       Includes $1,674.3 million of statutory liabilities with a contractual
          surrender charge of less than five percent of the account balance.

</TABLE>
     Through its membership in the Federal Home Loan Bank ("FHLB") of Des
Moines, AmerUs Life is eligible to borrow on a line of credit available to
provide it additional liquidity. Interest is payable at a current rate at the
time of any advance. As of December 31, 1997, AmerUs Life had a $25.0 million
open secured line of credit against which there were no borrowings.  In addition
to the line of credit, AmerUs Life has long-term advances from the FHLB
outstanding of $16.4 million at December 31, 1997.

     The Company's life insurance subsidiaries may also obtain liquidity through
sales of investments or borrowings collateralized by their investment
portfolios. The Company's investment portfolio as of December 31, 1997 had a
carrying value of $8.9 billion, including Closed Block investments. As of
December 31, 1997, fixed maturity securities were $7.9 billion, or 88.9% of
invested assets, with public and private fixed maturity securities constituting
$7.5 billion, or 95.4%, and $0.4 million, or 4.6%, of total fixed maturity
securities, respectively.

     At December 31, 1997, the statutory surplus of AmerUs Life, Delta Life,
American and FBL were approximately $325 million, $83 million, $112 million and
$41 million, respectively. The Company believes that these levels of statutory
capital are more than adequate as each life insurance subsidiary's risk-based
capital is significantly in excess of required levels.

     In the future, in addition to their cash flows from operations and
borrowing capacity, the life insurance subsidiaries would anticipate obtaining
their required capital from the Company as the Company will have access to the
public debt and equity markets.

INVESTMENT PORTFOLIO

 General

     The Company maintains a diversified portfolio of investments which is
supervised by an experienced in-house staff of investment professionals. The
Company employs sophisticated asset management techniques in order to achieve
competitive yields, while maintaining risk at acceptable levels. The asset
portfolio is segmented by liability type, with tailored investment strategies
for specific product lines. Investment policies and significant individual
investments are subject to approval by the Investment Committee of the Board of
Directors of each of the life insurance companies and are overseen by the
Investment Committee of the Board of Directors of the Company. Management
regularly monitors individual assets and asset groups, in addition to monitoring
the overall asset mix. In addition, the insurance company boards and the
Investment Committee review investment guidelines and monitor internal controls.

 Investment Strategy

     The Company's investment philosophy is to employ an integrated
asset/liability management approach with separate investment portfolios for
specific product lines, such as traditional life, universal life and annuities,
to generate attractive risk-adjusted returns on capital. Essential to this
philosophy is coordinating investments in the investment portfolio with product
strategies, focusing on risk-adjusted returns and identifying and evaluating
associated business risks. 

     The Company's asset/liability management approach utilizes separate
investment portfolios for specific product lines, such as traditional life,
universal life and annuities. Investment policies and strategies have been
established based on the specific characteristics of each product line. The
portfolio investment policies and strategies establish asset duration, quality
and other guidelines. The Company utilizes analytical systems to establish an
optimal asset mix for each line of business. The Company seeks to manage the
asset/liability mismatch and the associated interest rate risk through active
management of the investment portfolio. Financial, actuarial, investment,
product development and product marketing professionals work together throughout
the product development, introduction and management phases to jointly develop
and implement product features, initial and renewal crediting strategies, and
investment strategies based on extensive modeling of a variety of factors under
a number of interest rate scenarios. 

     The objective of the Company's investment in mortgage backed securities
("MBS") is to provide incremental return, while maintaining reasonable liquidity
and cash flow stability. Each MBS is evaluated to determine its interest rate
sensitivity and average life variability. In general, the Company seeks
investments which provide improved cash flow stability through either implicit
or explicit prepayment protection. Investments with implicit prepayment
protection can take the form of pass-throughs or collateralized mortgage
obligations ("CMOs") backed by seasoned pools of loans which have already had
ample opportunity to refinance but have failed to do so. Explicit prepayment
protection can take the form of prepayment lockouts, yield maintenance
provisions or prepayment penalties, which are common features of multifamily
MBS, commercial MBS and FHA-insured project loans. At December 31, 1997 the
Company's MBS investment portfolio composition was approximately 54% fixed rate
pass-throughs backed by seasoned loan pools, 5% floating rate pass-throughs and
41% CMOs with some form of explicit prepayment protection. The Company has
established specific investment guidelines for the management of MBS. As a
general policy, the Company does not invest in interest-only and principal-only
or other similar leveraged derivative mortgage instruments. 

<PAGE>
Invested Assets

     The Company maintains a diversified portfolio of investments, including
public and private fixed maturity securities, commercial mortgage loans and
equity real estate. The Company's objective is to maintain a high-quality,
diversified fixed maturity securities portfolio that produces a yield and total
return that supports the various product line liabilities and the Company's
earnings goals. 

     In connection with the Reorganization, the Closed Block, was formed to give
certain policyowners additional assurances as to the dividend policies of the
Company.  As a result of establishing the Closed Block on June 30, 1996 the
Company allocated certain assets from its investment portfolio to the Closed
Block (see Note 1 to the consolidated financial statements for further
discussion). The following table summarizes consolidated invested assets by
asset category as of December 31, 1997 and 1996 and sets forth the allocation of
such assets between the Closed Block and the general account. The remaining
information relating to the Company's investment portfolio presents information
about the investment portfolio on a combined basis (including invested assets in
both the Closed Block and the general account). 
<TABLE>
                                                        Consolidated Invested Assets
                                                                 December 31,
                                                  1997                           1996
                                     -----------------------------    ----------------------------
                                  Carrying  Carrying                          Carrying        Carrying
                                     Value  Value                     Value  Value
                                    Closed General           % of     Closed General           % of
                                     Block Account Combined  Total    Block Account   Combined       Total
                                     ----- -------  -------  -----    ----- -------  -------    -----
                                                                  (Dollars in millions)
<S>                                  <C>    <C>      <C>       <C>     <C>      <C>      <C>        <C>    
  Fixed maturity securities:                                                       
    Public                           $894.2 $6,667.7$7,561.9  84.8%   $730.4 $2,263.4    $2,993.8      75.7%
    Private                           158.9    206.7   365.6   4.1     170.9    151.4       322.3       8.2
                                    ------- -------  -------  ----    ------  --------   -------      ----
       Subtotal                     1,053.1  6,874.4 7,927.5  88.9     901.3  2,414.8     3,316.1      83.9
  Equity securities                     -       61.4    61.4    .7         -     64.0        64.0       1.7
  Mortgage loans                        -      462.5   462.5   5.2         -    225.7       225.7       5.7
  Policy loans                        168.4    117.8   286.2   3.2     166.8     65.2       232.0       5.9
  Real estate:                                                                       
    Investments                         -        8.7     8.7    .1         -      4.6         4.6        .1
    Foreclosures                        -        -       -      -          -          -        -      -
                                  -------  ------- -------   ----     -----  --------    -------        ----
       Subtotal                         -        8.7     8.7    .1         -      4.6         4.6        .1
  Other invested assets                 0.6    158.1   158.7   1.8         -     93.2        93.2       2.3
  Short-term investments                0.6     12.6    13.2    .1       3.1     13.3        16.4        .4
                                  -------  ------- -------  -----   -------  --------   --------     -------
  Total invested assets            $1,222.7 $7,695.5$8,918.2 100.0% $1,071.2 $2,880.8    $3,952.1     100.0%
                                    ======= =======  ======= =====  ========  ========  ========  =====
</TABLE>                                                         

  
  

<PAGE>
 Fixed Maturity Securities

   The fixed maturity securities portfolio consists primarily of investment
grade corporate fixed maturity securities, high-quality MBS and United States
government and agency obligations. As of December 31, 1997 fixed maturity
securities were $7,927.5 million, or 88.9% of the carrying value of invested
assets with public and private fixed maturity securities constituting $7,561.9
million, or 95.4%, and $365.6 million, or 4.6%, of total fixed maturity
securities, respectively. 


   The following table summarizes the composition of the fixed maturity
securities by category as of December 31, 1997 and 1996:
<TABLE>
                      Composition of Fixed Maturity Securities

                                        December 31, 1997     December 31, 1996
                                       -------------------   ------------------
                                       Carrying      % of     Carrying   % of
                                          Value     Total      Value      Total
                                         -------   ------     --------  ------
                                                 (Dollars in millions)
<S>                                        <C>      <C>           <C>       <C>
U.S. government/agencies                   $54.6      0.7%        $46.2       1.4%
State and political subdivisions             9.6      0.1%                     
Foreign governments                         76.6      1.0%         26.7       0.8%
Corporate                                4,234.4     53.4%      1,938.4      58.4%
Redeemable preferred stocks                102.0      1.3%         73.2       2.2% 
MBS:     
   U.S. government/agencies              2,793.6     35.2%        681.9      20.6% 
   Non-government/agencies                 656.7      8.3%        549.7      16.6%
                                         -------     -----      -------  --------
   Subtotal-MBS                          3,450.3     43.5%      1,231.6      37.2%
                                         -------     -----      -------  --------
Total                                   $7,927.5    100.0%     $3,316.1     100.0%
                                         =======    =====       =======  ========
</TABLE                                                                            
   The following table summarizes fixed maturity securities by remaining
maturity as of December 31, 1997: 
<PAGE>
</TABLE>
<TABLE>
                  Remaining Maturity of Fixed Maturity Securities
   
                                                      Carrying     % of
                                                        Value      Total
                                                       -------      -----      
                                                     (Dollars in millions)
<S>                                                    <C>         <C>
Due:  
  In one year or less (1998)                            $   -         - %
  One to five years (1999-2003)                           70.9       0.9%
  Five to 10 years (2004-2008)                         1,490.5      18.8%
  10 to 20 years (2009-2018)                           1,764.0      22.3%
  Over 20 years (2019 and after)                       1,151.8      14.5%
                                                     --------      ----
   Subtotal                                            4,477.2      56.5%
  MBS                                                  3,450.3      43.5%
                                                     --------      ----
     Total                                            $7,927.5     100.0%
                                                     ========     =====
</TABLE>                  
   The Company's portfolio of investment grade fixed maturity securities is
diversified by number and type of issuer. As of December 31, 1997, investment
grade fixed maturity securities included the securities of over 617 issuers,
with 2,222 different issues of securities. No issuer represents more than 2.8%
of investment grade fixed maturity securities. 

   Below-investment grade fixed maturity securities as of December 31, 1997
included the securities of 49 issuers representing 2.4% of total invested
assets, with the largest being a $10.6 million investment. 

   As of December 31, 1997, 88.7% of total invested assets were investment
grade fixed maturity securities. The following table sets forth the credit
quality, by NAIC designation and Standard & Poor's rating equivalents, of fixed
maturity securities as of December 31, 1997: 
<PAGE>
<TABLE>
                              FIXED MATURITY SECURITIES BY NAIC DESIGNATION
                                             December 31, 1997                                 
                   Standard                         Public             Private              Total
                   & Poor's                  --------------------   --------------  --------------------
NAIC              Equivalent               Carrying        % of   Carrying   % of    Carrying     % of
Designation      Designation                 Value        Total   Value     Total    Value       Total
-----------       ------------              ------       ------    ------  -------   -------    ------
                                                          (Dollars in millions)
<S>      <C>                             <C>           <C>    <C>          <C>    <C>          <C>                                 
1        A- or Higher                       $7,399.2      97.9%   $360.5      98.6% $7,759.7      97.9%
2        BBB- to BBB+                          147.4       1.9       4.1       1.1     151.5       1.9   
                                           --------      ----   -------      ----  --------      ----
         Total investment grade              7,546.6      99.8     364.6      99.7   7,911.2      99.8   
                                           --------      ----   -------      ----  --------      ----
3        BB to BB+                              15.3       0.2       0.8       0.2      16.1       0.2   
4        B                                       0.0       0.0       0.2       0.1       0.2       0.0   
5        CCC or lower                            0.0       0.0       0.0       0.0       0.0       0.0
         In or near default                      0.0       0.0       0.0       0.0       0.0       0.0
                                            --------     ----   -------      ----  --------     -----
         Total below investment grade          $15.3       0.2%     $1.0       0.3%    $16.3       0.2%
                                            --------      ----  --------      ---- --------     -----
         Total                              $7,561.9     100.0%   $365.6     100.0% $7,927.5     100.0%
                                           ========      ===== ========      ===== ========     =====
    
                                                                                                         
    
                                                                                                         
</TABLE>
<PAGE>
  MBS comprise a core position within the Company's fixed maturity securities
investments. MBS investments include residential, commercial MBS, home equity
loans (including home equity loans purchased from one of the Company's
affiliates), manufactured housing, FHA Title I and CMBS. Residential mortgage
pass-throughs and CMOs total $2,794.9 million or 31.8% of total invested
assets. As of December 31, 1997, MBS were $3,450.3 million or 38.7%, of total
invested assets of which $2,793.6 million, or 81.0% of MBS were guaranteed by
the United States government or an agency of the United States government.
Other MBS were $656.7 million, or 19.0%, of MBS as of December 31, 1997.
Management believes that the quality of assets in the MBS portfolio is
generally high, with 91.7% of such assets representing agency backed or "AAA"
rated securities. 

  The Company uses interest rate swaps and caps to reduce its exposure to
changes in interest rates and to manage duration mismatches. Although the
Company is subject to the risk that counterparties will fail to perform, credit
standings of counterparties are monitored regularly. The Company's policy is to
contract only with counterparties that are rated "AA" or higher; accordingly,
it is expected that counterparties will be able to satisfy their obligations
under such contracts. The Company is also subject to the risk associated with
changes in the value of contracts. However, such adverse changes in value
generally are offset by changes in the value of the items being hedged. The
notional principal amounts of the swaps and caps, which represent the extent of
the Company's involvement in such contracts but not the risk of loss, at
December 31, 1997, amounted to $1,100.2 million. The swaps had no carrying
value at December 31, 1997 and a fair value which amounted to a net payable
position of ($.1) million at December 31, 1997. The carrying value and fair
value of interest rate caps and swaptions amounted to $2.1 million and $2.0
million, respectively, and are reflected as "other investments" on the
Company's consolidated financial statements as of December 31, 1997. The net
amount payable or receivable from interest rate swaps and caps is accrued as an
adjustment to interest income. 

 Mortgage Loans

  As of December 31, 1997, mortgage loans in the Company's investment
portfolio were $462.5 million, or 5.2% of the aggregate carrying value of
invested assets, including the Closed Block. As of December 31, 1997,
commercial mortgage loans and residential mortgage loans comprised 96.4% and
3.6%, respectively, of the mortgage loans in the Company's investment
portfolio.


<PAGE>
  Commercial mortgage loans consist primarily of fixed-rate mortgage loans.
As of December 31, 1997, the Company held 435 individual commercial mortgage
loans with an average balance of $1.1 million.

  As of December 31, 1997, only five loans aggregating $2.0 million, or .9%,
of the Company's loan portfolio (as measured by principal balance) were
classified as delinquent or in foreclosure. As of the same date, only
$4.4 million, or 0.9%, of the Company's loan portfolio (as measured by
principal balance) was classified as restructured. During 1997, the Company had
no foreclosures.

 Equity Real Estate  

  In recent years the Company has significantly reduced its equity real
estate portfolio. As of December 31, 1997, the carrying value of investment
real estate, including the Closed Block, was $8.7 million.

 Other  

  The Company held $286.2 million of policy loans on individual insurance
products as of December 31, 1997. Policy loans are permitted to the extent of a
policy's contractual limits and are fully collateralized by policy cash values. 

  As of December 31, 1997, the Company held equity securities of $61.5
million. The largest holding of equity securities, Federal Home Loan Bank, had
a carrying value of $62.2 million as of December 31, 1997. 

  The Company held $172.0 million of other invested assets (including
short-term investments) on December 31, 1997. Other invested assets consist
primarily of various joint venture and limited partnership investments.

EFFECTS OF INFLATION AND INTEREST RATE CHANGES

  The Company does not believe that inflation has had a material effect on
its consolidated results of operations.

  Interest rate changes may have temporary effects on the sale and
profitability of the annuities and life insurance products offered by the
Company.  For example, if interest rates rise, competing investments (such as
annuities or life insurance products offered by the Company's competitors,
certificates of deposit, mutual funds, and similar instruments) may become more
attractive to potential purchasers of the Company's products until the Company
increases the interest rate credited to owners of its annuities and life
insurance products.  In contrast, as interest rates fall, the Company attempts
to adjust its credited rates to compensate for the corresponding decline in
reinvestment rates.  The Company monitors interest rates and sells annuities
and life insurance policies that permit flexibility to make interest rate
changes as part of its management of interest spreads.  However, the
profitability of the Company's products is based upon persistency, mortality
and expenses, as well as interest rate spreads.

  The Company manages its investment portfolio in part to reduce its
exposure to interest rate fluctuations.  In general, the market value of its
fixed maturity portfolio increases or decreases in an inverse relationship with
fluctuations in interest rates, and net investment income increases or
decreases in a direct relationship with interest rate changes.

  The Company has developed an asset/liability management approach with
separate investment portfolios for major product lines such as traditional
life, universal life and annuities.  Investment policies and strategies have
been established based on the specific characteristics of each product line. 
The portfolio investment policies and strategies establish asset duration,
quality and other guidelines.  The Company utilizes analytical systems to
establish an optimal asset mix for each line of business.  The Company seeks to
manage the asset/liability mismatch and the associated interest rate risk
through active management of the investment portfolio.  Financial, actuarial,
investment, product development and product marketing professionals work
together throughout the product development, introduction and management phases
to jointly develop and implement product features, initial and renewal
crediting strategies, and investment strategies based on extensive modeling of
a variety of factors under a number of interest rate scenarios.

  Inforce reserves and the assets allocated to each segment are modeled on a
regular basis to analyze projected cash flows under a variety of economic
scenarios.  The result of this modeling is used to modify asset allocation,
investment portfolio duration and convexity and renewal crediting strategies. 
The Company invests in CMOs as part of its basic portfolio strategy, but uses
other types  of derivatives only as a hedge against the effects of interest
rate fluctuations or to synthetically alter the investment characteristics of
specific assets.  For a further discussion and disclosure of the nature and
extent of the Company's use of derivatives, see Note 13 to the Consolidated
Financial Statements.

FEDERAL INCOME TAX MATTERS

  Until February 3, 1997, the Company and its subsidiaries, with the
exception of American Vanguard Life Insurance Company, filed as part of a
consolidated United States federal income tax return with AMHC and its
subsidiaries.  For the short tax year beginning February 4, 1997, the Company
and its subsidiaries will not file as part of a consolidated United States
federal income tax return with AMHC.  Further, the Company and its subsidiaries
(including AmerUs Life, Delta and AmVestors) would not be eligible to file a
consolidated life/non-life United States federal income tax return until
January 1, 2003, subject to the other requirements of federal income tax law
relating to consolidation.

EMERGING ACCOUNTING MATTERS

  SFAS 130

  In June 1997, the FASB issued Statement 130, "Reporting Comprehensive
Income."  SFAS 130 establishes standards for reporting and display of
comprehensive income and its components:  revenues, expenses, gains, and
losses.  All items that are required to be recognized under accounting
standards as components of comprehensive income, consisting of changes in
equity of a business enterprise during a period from transactions and other
events and circumstances from nonowner sources, are to be reported in a
financial statement that is displayed with the same prominence as other
financial statements.  SFAS 130 is effective for financial statements beginning
after December 15, 1997.  The provisions of SFAS 130 are of a reporting nature
and are not expected to have an impact on the financial position or results of
operations of the Company.

  SFAS 131

  In June 1997, the FASB issued Statement 131, "Disclosures about Segments
of an Enterprise and Related Information."  SFAS 131 establishes standards for
the way that public businesses report information about operating segments in
financial statements.  Operating segments are components of an enterprise about
which separate financial information is available that is evaluated regularly
by the chief operating decision maker in deciding how to allocate resources and
assess performance.  Generally, financial information is required to be
reported on the basis that it is used internally for evaluating segment
performance and deciding how to allocate resources to segments.  SFAS 131 is
effective for financial statements for periods beginning after December 15,
1997.  The provisions of SFAS 131 are of a reporting nature and are not
expected to have an impact on the financial position or results of operations
of the Company as the life insurance and annuity operation is the Company's
only business segment.

  SFAS 132

  In February 1998, the FASB issued Statement 132, "Employer's Disclosure
about Pensions and Other Postretirement Benefits".  SFAS 132 standardizes the
disclosure requirements for pensions and other postretirement benefits,
requires additional information on the benefit obligations and fair values of
plan assets and on changes in the benefit obligations and fair values of plan
assets and eliminates certain disclosures.  SFAS 132 is effective for financial
statements for periods beginning after December 15, 1997.  The provisions of
SFAS 132 are of a reporting nature and are not expected to have an impact on
the financial position or results of operations of the Company.

  SOP 97-3

  In December 1997, the American Institute of Certified Public Accountants 
issued Statement of Position (SOP) 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments."  This statement provides
guidance on when an insurance or other enterprise should recognize a liability
for guaranty fund and other assessments and on how to measure such liability. 
SOP 97-3 is effective for fiscal years beginning after December 15, 1998;
however, its adoption will not have a material impact on the financial position
or results of operations as the Company currently estimates assessment
liabilities when a determination of an insolvency has occurred.

  Statutory Accounting Codification

  The NAIC recently approved the codification of statutory accounting
practices, which constitutes "prescribed" statutory accounting practices.  
Additional guidance on its implementation is being developed and is anticipated
to be effective January 1, 1999, resulting in changes to certain statutory
accounting practices.  The codification may result in changes to the permitted
or prescribed accounting practices that the Company's insurance subsidiaries
use to prepare their statutory-basis financial statements.

YEAR 2000 COMPLIANCE

  As the year 2000 approaches, an important business issue has emerged
regarding how existing application software programs and operating systems can
accommodate the date value "2000."  Many existing application software products
were designed to only accommodate a two digit date position which represents
the year (e.g., the number "95" is stored on the system and represents the year
1995).  As a result, the year 1999 (i.e., "99") is the maximum date value many
systems will be able to accurately process.  The Company formed a year 2000
working group to address potential problems posed by this development to assure
that the Company is prepared for the year 2000. The Company has already made
significant progress in accomplishing the necessary modifications and
conversions to deal with year 2000 issues and anticipates that the majority of
the required efforts will be completed by the end of 1998.  Management does not
anticipate that the Company will incur significant operating expenses or be
required to invest heavily in computer system improvements to address year 2000
issues. Total estimated costs are in a range of $4 to $6 million with
approximately $3 million to be incurred in 1998.  However, if modifications and
conversions to deal with year 2000 issues are not completed on a timely basis
or are not fully effective, such issues may have a material adverse effect on
the operations of the Company.  All cost associated with year 2000
modifications and conversions will be expensed as incurred.

<PAGE>
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

  The Company's consolidated financial statements begin on page F-1. 
Reference is made to the Index to Financial Statements on page F-1 herein.

  Additional financial statement schedules are included on pages S-1 through
S-15 herein.  Reference is made to the Index to Financial Statement Schedules
on page S-1 herein.

<PAGE>
Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

  None.

  <PAGE>
                                    PART III

  The Notice of 1998 Annual Meeting of Shareholders and Proxy Statement,
which, when filed pursuant to Regulation 14A under the Securities Exchange Act
of 1934, are incorporated by reference in this Annual Report on Form 10-K
pursuant to General Instruction G(3) of Form 10-K, provides the information
required under Part III (Items 10. Directors and Executive Officers of the
Registrant, 11. Executive Compensation, 12. Security Ownership of Certain
Beneficial Owners and Management and 13. Certain Relationships and Related
Transactions).<PAGE>
                                    PART IV

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

(a)    1.   Financial Statements.  Reference is made to the index on page F-1 of
            the report.

  2.   Financial Statement Schedules.  Reference is made to the Index on
       page S-1 of the report.

  3.   Exhibits Reference is made to the Index to Exhibits on page 61 of the
       report.

(b)         Reports on Form 8-K

  1.   Form 8-K dated October 23, 1997, reporting the acquisition of Delta
       Life Corporation.

  2.   Form 8-K/A dated October 23, 1997, as amended January 6, 1998,
       including financial statements as follows:

       (a)  Delta Life Corporation (Unaudited) as of September 30, 1997 and
            the nine months ended September 30, 1997 and 1996.

       (b)  Delta Life Corporation as of December 31, 1996 and 1995 and the
            years ended December 31, 1996, 1995 and 1994.

       (c)  AmerUs Life Holdings, Inc. Unaudited Pro Forma Financial
            Statements as of September 30, 1997 and for the nine months
            ended September 30, 1997 and the year ended December, 1996.

  3.   Form 8-K dated December 19, 1997, reporting the acquisition of
       AmVestors Financial Corporation.

  4.   Form 8-K/A dated December 19, 1997, as amended March 3, 1998,
       including financial statements as follows:

       (a)  AmVestors Financial Corporation (Unaudited) as of September 30,
            1997 and the nine months ended September 30, 1997 and 1996.

       (b)  AmVestors Financial Corporation as of December 31, 1996 and 1995
            and the years ended December 31, 1996, 1995 and 1994.

       (c)  AmerUs Life Holdings, Inc. Unaudited Pro Forma Financial
            Statements as of September 30, 1997 and for the nine months
            ended September 30, 1997 and the year ended December, 1996.


<PAGE>
                  AMERUS LIFE HOLDINGS, INC. AND SUBSIDIARIES
                                        
                               INDEX TO EXHIBITS

Exhibit No. Description
----------- -----------
  2.1  Plan of Reorganization dated October 27, 1995, filed as Exhibit 2.1
       to the registration statement of the Registrant on Form S-1,
       Registration Number 333-12239, is hereby incorporated by reference.
  2.2  Amended and Restated Agreement and Plan of Merger, dated as of
       September 19, 1997 and as amended and restated as of October 8, 1997,
       by and among the Registrant, AFC Corp. and AmVestors Financial
       Corporation ("AmVestors"), filed as Exhibit 2.2 to the Registration
       Statement of the Registrant on Form S-4, Registration Number 333-40065 is
       hereby incorporated by reference.
  2.3  Agreement and Plan of Merger, dated as of August 13, 1997 and as
       amended as of September 5, 1997, among the Registrant, a wholly owned
       subsidiary of the Registrant and Delta Life Corporation, filed as
       Exhibit 2.2 to Form 8-K of the Registrant dated October 8, 1997, is
       hereby incorporated by reference.
  3.1  Amended and Restated Articles of Incorporation of the Registrant
       filed as Exhibit 3.5 to the registration statement of the Registrant
       on Form S-1, Registration Number 333-12239, are hereby incorporated
       by reference.
  3.2  Bylaws of the Registrant, filed as Exhibit 3.2 to the registration
       statement of the Registrant on Form S-1, Registration Number 333-12239, 
       are hereby incorporated by reference.
  4.1  Amended and Restated Trust Agreement dated as of February 3, 1997
       among the Registrant, Wilmington Trust Company, as property trustee,
       and the administrative trustees named therein (AmerUs Capital I
       business trust), filed as Exhibit 3.6 to the registration statement
       of the Registrant and AmerUs Capital I on Form S-1, Registration
       Number 333-13713, is hereby incorporated by reference.
  4.2  Indenture dated as of February 3, 1997 between the Registrant and
       Wilmington Trust Company relating to the Company's 8.85% Junior
       Subordinated Debentures, Series A, filed as Exhibit 4.1 to the
       registration statement of the Registrant and AmerUs Capital I on Form
       S-1, Registration Number, 333-13713, is hereby incorporated by
       reference.
  4.3  Guaranty Agreement dated as of February 3, 1997 between the
       Registrant, as guarantor, and Wilmington Trust Company, as trustee,
       relating to the 8.85% Capital Securities, Series A, issued by AmerUs
       Capital I, filed as Exhibit 4.4 to the registration statement on Form
       S-1, Registration Number, 333-13713, is hereby incorporated by
       reference.
  4.4  Common Stock Purchase Warrant, filed as Exhibit (10)(v) to Form 10-Q
       of AmVestors Financial Corporation dated May 13, 1992, is hereby
       incorporated by reference.
  10.1 Amended and Restated Intercompany Agreement dated as of December 1,
       1996, among American Mutual Holding Company, AmerUs Group Co. and the
       Company.  Filed as Exhibit 10.81 to the Registrant's registration
       statement on Form S-1, Registration Number 333-12239, is hereby
       incorporated by reference
  10.2*  Joint Venture Agreement, dated as of June 30, 1996, between American
         Mutual Insurance Company and Ameritas Life Insurance Corp.
  10.3 Management and Administration Service Agreement, dated as of April 1,
       1996, among American Mutual Life Insurance Company, Ameritas Variable
       Life Insurance Company and Ameritas Life Insurance Corp., filed as
       Exhibit 10.3 to the registration statement of the Registrant on Form
       S-1, Registration Number 333-12239, is hereby incorporated by
       reference.
  10.4 Agreement and Plan of Merger, dated as of August 24, 1994, among
       Central Life Assurance Company and American Mutual Life Insurance
       Company, filed as Exhibit 10.4 to the registration statement of the
       Registrant on Form S-1, Registration Number 333-12239, is hereby
       incorporated by reference.
  10.5 All*AmerUs Supplemental Executive Retirement Plan, effective January
       1, 1996, filed as Exhibit 10.6 to the registration statement of the
       Registrant on Form S-1, Registration Number 333-12239, is hereby
       incorporated by reference.
  10.6 American Mutual Life Insurance Company Supplemental Pension Plan
       (which was curtailed as of December 31, 1995), filed as Exhibit 10.7
       to the registration statement of the Registrant on Form S-1,
       Registration Number 333-12239, is hereby incorporated by reference.
  10.7 Central Life Assurance Company Supplemental Pension Plan (which was
       curtailed as of December 31, 1995), filed as Exhibit 10.8 to the
       registration statement of the Registrant on Form S-1, Registration
       Number 333-12239, is hereby incorporated by reference.
  10.8 Management Incentive Plan, filed as Exhibit 10.9 to the registration
       statement of the Registrant on Form S-1, Registration Number 333-12239, 
       is hereby incorporated by reference.
  10.9 AmerUs Life Insurance Company Performance Share Plan, filed as
       Exhibit 10.10 to the registration statement of the Registrant on Form
       S-1, Registration Number 333-12239, is hereby incorporated by
       reference.
  10.10  AmerUs Life Stock Incentive Plan, filed as Exhibit 10.11 to the
         registration statement of the Registrant on Form S-1, Registration
         Number 333-12239, is hereby incorporated by reference.
  10.11  AmerUs Life Non-Employee Director Stock Plan, filed as Exhibit 10.13
         to the registration statement of the Registrant on Form S-1,
         Registration Number 333-12239, is hereby incorporated by reference.
  10.12  Modification of Real Estate Contract, dated as of July 1, 1996,
         between AmerUs Life Insurance Company and AmerUs Properties, Inc.,
         filed as Exhibit 10.14 to the registration statement of the
         Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.13  Asset Management and Disposition Agreement, dated January 3, 1995,
         between American Mutual Life Insurance Company and Central
         Properties, Inc. (now AmerUs Properties, Inc.), filed as Exhibit
         10.15 to the registration statement of the Registrant on Form S-1,
         Registration Number 333-12239, is hereby incorporated by reference.
  10.14  Form of Indemnification Agreement executed with directors and certain
         officers, filed as Exhibit 10.33 to the registration statement of the
         Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.15  Amended and Restated Agreement and Certificate of Limited Partnership
         of CPI Housing Partners I, L.P., dated as of September 1, 1995, among
         AmerUs Properties, Inc., American Mutual Life Insurance Company and
         American Mutual Affordable Housing Partners, L.P., filed as Exhibit
         10.34 to the registration statement of the Registrant on Form S-1,
         Registration Number 333-12239, is hereby incorporated by reference.
  10.16  Amended and Restated Agreement of Limited Partnership of American
         Mutual Affordable Housing Partners, L.P., dated as of September 1,
         1995, among GrA Partners Joint Venture, AmerUs Properties, Inc.,
         American Mutual Life Insurance Company, NCC Polar Company and NCC
         Orion Company, filed as Exhibit 10.35 to the registration statement
         of the Registrant on Form S-1, Registration Number 333-12239, is
         hereby incorporated by reference.
  10.17  Amended and Restated Agreement and Certificate of Limited Partnership
         of 65th & Vista, L.P., dated as of September 1, 1995, among AmerUs
         Properties, Inc., American Mutual Life Insurance Company and American
         Mutual Affordable Housing Partners, L.P., filed as Exhibit 10.36 to
         the registration statement of the Registrant on Form S-1,
         Registration Number 333-12239, is hereby incorporated by reference.
  10.18  Amended and Restated Agreement and Certificate of Limited Partnership
         of 60th & Vista, L.P., dated as of September 1, 1995, among I.R.F.B.
         Joint Venture, American Mutual Life Insurance Company and American
         Mutual Affordable Housing Partners, L.P., filed as Exhibit 10.37 to
         the registration statement of the Registrant on Form S-1,
         Registration Number 333-12239, is hereby incorporated by reference.
  10.19  Certificate of Limited Partnership and Limited Partnership Agreement
         of CPI Housing Partners II, L.P., dated March 27, 1995, between
         Central Properties, Inc. (now AmerUs Properties, Inc.) and American
         Mutual Life Insurance Company, filed as Exhibit 10.38 to the
         registration statement of the Registrant on Form S-1, Registration
         Number 333-12239, is hereby incorporated by reference.
  10.20  Amended and Restated Agreement and Certificate of Limited Partnership
         of API Housing Partners III, L.P., dated as of March 1, 1996, among
         AmerUs Properties, Inc., American Mutual Life Insurance Company,
         American Mutual Affordable Housing Partners II, L.P. and AmerUs
         Management, Inc., filed as Exhibit 10.39 to the registration
         statement of the Registrant on Form S-1, Registration Number 333-12239,
         is hereby incorporated by reference.
  10.21  Certificate of Limited Partnership and Limited Partnership Agreement
         of API Housing Partners IV, L.P., dated as of June 1995, between
         AmerUs Properties, Inc. and American Mutual Life Insurance Company,
         filed as Exhibit 10.40 to the registration statement of the
         Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.22  Amended and Restated Agreement and Certificate of Limited Partnership
         of API Housing Partners V, L.P., dated as of March 1, 1996, among
         AmerUs Properties, Inc., American Mutual Life Insurance Company,
         American Mutual Affordable Housing Partners II, L.P. and AmerUs
         Management, Inc., filed as Exhibit 10.41 to the registration
         statement of the Registrant on Form S-1, Registration Number 333-12239,
         is hereby incorporated by reference.
  10.23  Amended and Restated Agreement and Certificate of Limited Partnership
         of API-Chimney Ridge Partners, L.P., dated as of March 1, 1996, among
         AmerUs Properties, Inc., American Mutual Life Insurance Company,
         American Mutual Affordable Housing Partners II, L.P. and AmerUs
         Management, Inc., filed as Exhibit 10.42 to the registration
         statement of the Registrant on Form S-1, Registration Number 333-12239,
         is hereby incorporated by reference.
  10.24  Certificate of Limited Partnership and Limited Partnership Agreement
         of API Housing Partners VI, L.P., dated as of October 10, 1995,
         between AmerUs Properties, Inc. and American Mutual Life Insurance
         Company, filed as Exhibit 10.43 to the registration statement of the
         Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.25  Certificate of Limited Partnership and Limited Partnership Agreement
         of 86th & Meredith Associates, L.P., dated as of February 14, 1995,
         between Central Properties, Inc. (now AmerUs Properties, Inc.) and
         American Mutual Life Insurance Company, filed as Exhibit 10.44 to the
         registration statement of the Registrant on Form S-1, Registration
         Number 333-12239, is hereby incorporated by reference.
  10.26  Certificate of Limited Partnership and Limited Partnership Agreement
         of Altoona Meadows Investors, L.P., dated as of February 22, 1995,
         between KPI Investments, Inc. and Dennis Galeazzi, filed as Exhibit
         10.45 to the registration statement of the Registrant on Form S-1,
         Registration Number 333-12239, is hereby incorporated by reference.
  10.27  First Amendment to the Certificate of Limited Partnership and Limited
         Partnership Agreement of Altoona Meadows Investors, L.P., dated as of
         September 28, 1995, between KPI Investments, Inc. and American Mutual
         Life Insurance Company, filed as Exhibit 10.46 to the registration
         statement of the Registrant on Form S-1, Registration Number 333-12239,
         is hereby incorporated by reference.
  10.28  Loan Servicing Agreement, dated August 1, 1990, between Central Life
         Assurance Company and Midland Financial Mortgages, Inc. (now AmerUs
         Mortgage), filed as Exhibit 10.47 to the registration statement of
         the Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.29  Construction Loan Servicing Agreement, dated November 20, 1995,
         between American Mutual Life Insurance Company and AmerUs Properties,
         Inc., filed as Exhibit 10.48 to the registration statement of the
         Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.30  Loan Servicing Agreement, dated September 1, 1994, between Central
         Life Assurance Company and Midland Savings Bank, FSB (now AmerUs
         Bank), filed as Exhibit 10.50 to the registration statement of the
         Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.31  Amendment to Service Agreement, dated as of May 1, 1996, between
         American Mutual Life Insurance Company and AmerUs Bank, filed as
         Exhibit 10.52 to the registration statement of the Registrant on Form
         S-1, Registration Number 333-12239, is hereby incorporated by
         reference.
  10.32  Data Processing Service Agreement, dated November 1, 1989, between
         Central Life Assurance Company and Midland Financial Savings and Loan
         Association (now AmerUs Bank), filed as Exhibit 10.29 to Central
         Resource Group, Inc.'s registration statement on Form S-1,
         Registration No. 33-48359, filed on June 4, 1992), filed as Exhibit
         10.53 to the registration statement of the Registrant on Form S-1,
         Registration Number 333-12239, is hereby incorporated by reference.
  10.33  First Amendment to Data Processing Service Agreement, dated as of
         September 30, 1990, between Central Life Assurance Company and
         Midland Savings Bank FSB (now AmerUs Bank), filed as Exhibit 10.54 to
         the registration statement of the Registrant on Form S-1,
         Registration Number 333-12239, is hereby incorporated by reference.
  10.34  Second Amendment to Data Processing Service Agreement, dated as of
         May 1, 1991, between Central Life Assurance Company and Midland
         Savings Bank FSB (now AmerUs Bank), filed as Exhibit 10.55 to the
         registration statement of the Registrant on Form S-1, Registration
         Number 333-12239, is hereby incorporated by reference.
  10.35  Third Amendment to Data Processing Service Agreement, dated as of
         October 1, 1991, between Central Life Assurance Company and Midland
         Savings Bank, FSB (now AmerUs Bank), filed as Exhibit 10.56 to the
         registration statement of the Registrant on Form S-1, Registration
         Number 333-12239, is hereby incorporated by reference.
  10.36  Fourth Amendment to Data Processing Service Agreement, dated as of
         January 2, 1992, between Central Life Assurance Company and Midland
         Savings Bank, (now AmerUs Bank), filed as Exhibit 10.57 to the
         registration statement of the Registrant on Form S-1, Registration
         Number 333-12239, is hereby incorporated by reference.
  10.37  Fifth Amendment to Data Processing Service Agreement, dated as of
         June 1, 1993, between Central Life Assurance Company and Midland
         Savings Bank FSB (now AmerUs Bank), filed as Exhibit 10.58 to the
         registration statement of the Registrant on Form S-1, Registration
         Number 333-12239, is hereby incorporated by reference.
  10.38  Sixth Amendment to Data Processing Service Agreement, dated as of
         September 1, 1995, between American Mutual Life Company and AmerUs
         Bank, filed as Exhibit 10.59 to the registration statement of the
         Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.39  Seventh Amendment to Data Processing Service Agreement, dated as of
         January 1, 1996, between American Mutual Life Insurance Company and
         AmerUs Bank, filed as Exhibit 10.60 to the registration statement of
         the Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.40  Data Processing Support Services Agreement, dated as of July 1, 1993,
         between Central Life Assurance Company and Midland Savings Bank, FSB
         (now AmerUs Bank), filed as Exhibit 10.61 to the registration
         statement of the Registrant on Form S-1, Registration Number 333-12239,
         is hereby incorporated by reference.
  10.41  Investment Management Agreement, dated as of August 15, 1992, between
         Central Life Assurance Company and Midland Savings Bank FSB (now
         AmerUs Bank), filed as Exhibit 10.63 to the registration statement of
         the Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.42  Purchase Agreement, dated as of June 28, 1996, between AmerUs Life
         Insurance Company and AmerUs Bank, filed as Exhibit 10.65 to the
         registration statement of the Registrant on Form S-1, Registration
         Number 333-12239, is hereby incorporated by reference.
  10.43  Brokerage Contract dated January 1, 1995, among American Mutual Life
         Insurance Company and Midland Investment Services, Inc. (now AmerUs
         Investments, Inc.), filed as Exhibit 10.66 to the registration
         statement of the Registrant on Form S-1, Registration Number 333-12239,
         is hereby incorporated by reference.
  10.44  Servicing Agreement, dated March 1, 1992, between Central Life
         Assurance Company and Midland Investment Services, Inc. (now AmerUs
         Investments, Inc.), filed as Exhibit 10.67 to the registration
         statement of the Registrant on Form S-1, Registration Number 333-12239,
         is hereby incorporated by reference.
  10.45  Tax Allocation Agreement dated as of November 4, 1996, filed as
         Exhibit 10.68 to the registration statement of the Registrant on Form
         S-1, Registration Number 333-12239, is hereby incorporated by
         reference.
  10.46  Limited Partnership Agreement of Theater Project Limited Partnership
         dated March 15, 1985, among Tapp Management, Inc., Tapp Management
         Co., Ltd., Michael Longley, Michael A. Hammond and Gary L. Wood along
         with an Amendment to Certificate of Limited Partnership, dated August
         22, 1986, and an Assignment of Limited Partnership Interest, dated
         November 15, 1992, between F. Barry Tapp and Tapp Development Co.,
         Ltd., and an Amended Certificate of Limited Partnership dated
         December 24, 1992, filed as Exhibit 10.73 to the registration
         statement of the Registrant on Form S-1, Registration Number 333-12239,
         is hereby incorporated by reference.
  10.47  Assignment of Limited Partnership Interest of Theater Project Limited
         Partnership, dated December 30, 1995, between American Mutual Life
         Insurance Company and AmerUs Properties, Inc., filed as Exhibit 10.74
         to the registration statement of the Registrant on Form S-1,
         Registration Number 333-12239, is hereby incorporated by reference.
  10.48  Certificate of Limited Partnership and Limited Partnership Agreement
         of Lagos Vista Limited Partnership, dated August 10, 1994, between
         Central Properties, Inc. (now AmerUs Properties, Inc.) and Central
         Life Assurance Company, filed as Exhibit 10.75 to the registration
         statement of the Registrant on Form S-1, Registration Number 333-12239,
         is hereby incorporated by reference.
  10.49  Revolving Credit and Term Loan Agreement, dated as of December 1996,
         among the Registrant, certain Signatory Banks thereto and The Chase
         Manhattan Bank, Note issued by the Registrant and Borrower Pledge
         Agreement, filed as Exhibit 10.80 to the registration statement of
         the Registrant on Form S-1, Registration Number 333-12239, is hereby
         incorporated by reference.
  10.50  Agreement and Plan of Merger, dated as of August 13, 1997 and as
         amended as of September 5, 1997, among the Registrant, a wholly-owned
         subsidiary of the Registrant and Delta Life Corporation, filed as
         Exhibit 2.2 to the Registrant's current report on Form 8-K on October
         8, 1997, is hereby incorporated by reference.
  10.51  Purchase Agreement between AmerUs Life and AmerUs Bank dated March 5,
         1997 relating to the sale of certain loans , filed as Exhibit 10.82
         to the registration statement of the Registrant on Form S-4,
         Registration Number 333-40065, is incorporated by reference.
  10.52  Letter Agreement dated as of March 1, 1997 between AmerUs Life and
         AmerUs Mortgage relating to the purchase of residential mortgage
         loans, together with an amendment thereto dated March 11, 1997 ,
         filed as Exhibit 10.83 to the registration statement of the
         Registrant on Form S-4, Registration Number 333-40065, is
         incorporated by reference.
  10.53  Credit Agreement, dated as of October 23, 1997, among the Registrant,
         Various Lender Institutions, the Co-Arrangers and The Chase Manhattan
         Bank, as Administrative Agent , filed as Exhibit 10.84 to the
         registration statement of the Registrant on Form S-4, Registration
         Number 333-40065, is incorporated by reference.
  10.54  Coinsurance Agreement, effective February 1, 1996, between Delta Life
         and Annuity Company and London Life Reinsurance Company , filed as
         Exhibit 10.85 to the registration statement of the Registrant on Form
         S-4, Registration Number 333-40065, is incorporated by reference.
  10.55  AmVestors Financial Corporation 1996 Incentive Stock Option Plan,
         filed as Exhibit (4)(a) to Registration Statement of AmVestors
         Financial Corporation on Form S-8, Registration Number 333-14571
         dated October 21, 1996.
  10.56  1989 Non-Qualified Stock Option Plan adopted March 17, 1989, filed as
         Exhibit (10)(q) to Form 10-K of AmVestors Financial Corporation,
         dated April 12, 1989, is hereby incorporated by reference.
  10.57* Amended and Restated Miscellaneous Service Agreement, dated as of
         July 21, 1997, among American Mutual Holding Company, Registrant,
         AmerUs Life Insurance Company, AmerUs Group Co., AmerUs Bank, AmerUs
         Mortgage, Inc., Iowa Realty Co., Inc., Iowa Title Company, AmerUs
         Insurance, Inc., AmerUs Properties, Inc., AmerUs Direct, Inc.
  10.58* Lease - Business Property, dated December 1, 1996, between AmerUs
         Properties, Inc. and AmerUs Life Insurance Company, property 611
         Fifth Avenue, Des Moines, Iowa.
  10.59* First Amendment dated February 1, 1998 to Lease Agreement dated
         December 1, 1996 between AmerUs Properties, Inc. and AmerUs Life
         Insurance Company, property 611 Fifth Avenue, Des Moines, Iowa.
  10.60* Lease - Business Property, dated December 1, 1996, between AmerUs
         Properties, Inc. and AmerUs Life Insurance Company, 1213 Cherry
         Street, Des Moines, Iowa.
  10.61* Lease - Business Property, dated December 1, 1996, between AmerUs
         Properties, Inc. and the Registrant, property 418 Sixth Avenue
         Moines, Iowa.
  10.62* Lease - Business Property, dated December 31, 1997, between AmerUs
         Properties, Inc. and the Registrant property, 699 Walnut Street, Des
         Moines, Iowa.
  10.63* First Amendment dated February 1, 1998 to lease dated December 31,
         1997 between AmerUs Properties and the Registrant.
  10.64* Servicing Agreement, dated March 5, 1997, between AmerUs Life
         Insurance Company and AmerUs Properties, Inc.
  10.65* First Amended and Restated Articles of Limited Partnership of 
         Cotton Mill Limited Partnership, dated as of September 30, 1996, 
         among API-Cotton Mill Partners, L.P., Historic Restoration 
         Incorporated and AmerUs Management, Inc.
  10.66* Articles of Organization of AmerUs-Blackstone, L.L.C. dated 
         July 8, 1997.
  10.67* First Amended and Restated Articles of Limited Partnership of
         Blackstone Hotel Partners L.P. dated as of July 23, 1997.
  10.68* First Amended and Restated Limited Partnership Agreement of Briggs
         Renewal Limited Partnership dated as of November 18, 1997.
  10.69* Declaration of Operating Agreement of AmerUs-Blackstone, L.L.C.,
         dated as of July 23, 1997.
  10.70* Open Line of Credit Application and Terms Agreement, dated March 3,
         1997, between Federal Home Loan Bank of Des Moines and AmerUs Life
         Insurance Company.
  10.71* Certificate of Limited Partnership Agreement of API Cottonmill 
         Partners, L.P., dated as of June 21, 1996, among AmerUs Management, 
         Inc. and AmerUs Properties, Inc..
  12*    Computation of Ratios of Earnings to Fixed Charges
  21.1*  List of Subsidiaries of the Registrant
  23.1*  Consent of KPMG Peat Marwick LLP
  27.1*  Financial Data Schedule
  27.2*  Financial Data Schedule
  27.3*  Financial Data Schedule
  99.3 Employment Agreement, dated as of September 19, 1997, among Mark V.
       Heitz, AmVestors Financial Corporation, American Investors Life
       Insurance Company, Inc., AmVestors Investment Group, Inc. and
       American Investors Sales Group, Inc., filed as Exhibit 99.3 to the
       registration statement of the Registrant on Form S-4, Registration
       Number 333-40065, is incorporated by reference.
  99.4 Agreement of Sale, dated as of October 22, 1997, by and between R.
       Rex Lee and AmerUs Group, Co., filed as Exhibit 99.4 to the
       registration statement of the Registrant on Form S-4, Registration
       Number 333-40065, is incorporated by reference.
--------------------------
* filed with this annual report.







<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.

                                AMERUS LIFE HOLDINGS, INC.


                                /s/ Roger K. Brooks
Date:  March 25, 1998           --------------------------------------
                                Roger K. Brooks
                                Chairman, President and 
                                Chief Executive Officer

                               POWER OF ATTORNEY

  We, the undersigned officers and directors of AmerUs Life Holdings, Inc.,
hereby severally and individually constitute and appoint Michael E. Sproule,
Michael G. Fraizer and James A. Smallenberger, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Annual Report on Form 10-K and all instruments necessary or
advisable in connection therewith and to file the same with the Securities and
Exchange Commission, each of said attorneys and agents to have the power to act
with or without the others and to have full power and authority to do and
perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done on the premises as fully and to
all intents and purposes as any of the undersigned might or could do in person,
and we hereby ratify and confirm our signatures as they may be signed by or
said attorneys and agents or each of them to any and all such amendments and
instruments.

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.

  /s/ Roger K. Brooks
------------------------------------ Chairman, President and Chief Executive
       Roger K. Brooks               Officer (principal executive officer)     
                                     and Director

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

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


  /s/ John R. Albers
<PAGE>
------------------------------------ Director
       John R. Albers

  /s/Malcolm Candlish
------------------------------------ Director
       Malcolm Candlish

  /s/ Maureen M. Culhane
------------------------------------ Director
       Maureen M. Culhane

 /s/ Thomas F. Gaffney
------------------------------------ Director
       Thomas F. Gaffney

  /s/ Ilene B. Jacobs
------------------------------------ Director
       Ilene B. Jacobs

  /s/ Sam C. Kalainov
------------------------------------ Director
       Sam C. Kalainov

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

  /s/ John W. Norris, Jr.
------------------------------------ Director
       John W. Norris, Jr.

  /s/ Jack C. Pester
------------------------------------ Director
       Jack C. Pester

 /s/ John A. Wing
------------------------------------ Director
       John A. Wing
<PAGE>
                           AMERUS LIFE HOLDINGS, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report                                                 F-2
Consolidated Balance Sheets as of 
     December 31, 1997 and 1996                                  F-3 through F-5
Consolidated Statements of Income for the years ended
     December 31, 1997, 1996 and 1995                            F-6 through F-7
Consolidated Statements of Stockholders' Equity 
     for the years ended December 31, 1997, 1996 and 1995        F-8 through F-9
Consoldiated Statements of Cash Flows for the years
     ended December 31, 1997, 1996 and 1995                    F-10 through F-12
Notes to Consolidated Financial Statements                     F-13 through F-61

  Separate financial statements of subsidiaries not consolidated and 50% or
less owned persons accounted for by the equity method have been omitted because
they do not individually constitute a signficiant subsidiary.<PAGE>
                 
         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
AmerUs Life Holdings, Inc.:

  We have audited the accompanying consolidated balance sheets of AmerUs Life
Holdings, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1997.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards.   Those standards 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.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of AmerUs Life
Holdings, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997, in conformity with generally
accepted accounting principles.



                                KPMG Peat Marwick LLP

Des Moines, Iowa
February 13, 1998
<PAGE>
<TABLE>
                            AMERUS LIFE HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1997 and 1996
                                  (In thousands)



                                               1997           1996 
                                               ----           ---- 
<S>                                                 <C>       <C>
Assets
Investments: 
  Securities available-for-sale at fair value: (note 2)          
    Fixed maturity securities                     $6,851,427   $2,414,807    
    Equity securities (note 5)                        61,480       64,033    
    Short-term investments                            12,595       13,288    
  Fixed maturity securities held for
    trading purposes (note 2)                         22,955            -    
  Mortgage loans on real estate (note 3)             462,473      225,743    
  Real estate                                          8,670        4,561    
  Policy loans                                       117,865       65,183    
  Other investments                                  158,073       93,228
                                                   ---------    ---------    
       Total investments                           7,695,538    2,880,843    
Cash                                                  58,081        1,814     
Accrued investment income                             84,713       30,792    
Premiums and fees receivable                           3,445        1,489    
Reinsurance receivables                                6,203        1,329    
Deferred policy acquisition costs (note 4)           118,896      120,481    
Value of business acquired (note 16)                 266,014            -
Investment in unconsolidated subsidiaries             26,849       23,461
Goodwill (note 14)                                   220,250            -
Property and equipment                                22,863        4,393    
Other assets                                         359,308       49,459    
Closed block assets                                1,391,848    1,270,168    
                                                 -----------   ----------    
       Total assets                              $10,254,008   $4,384,229    
                                                 ===========   ==========    


Liabilities and Stockholders' Equity
Liabilities:                                                                 
  Policy reserves and policyowner funds:                                     
    Future life and annuity policy 
    benefits                                      $7,074,444   $2,053,740    
    Policyowner funds                                 89,641       55,369    
                                                 -----------   ----------    
                                                   7,164,085    2,109,109
       
  Accrued expenses                                    39,095       14,227    
  Dividends payable to policyowners                    1,575            -    
  Policy and contract claims                           4,548        7,039    
  Income taxes payable                                12,753       25,182    
  Deferred income taxes (note 6)                      16,914        1,337    
  Other liabilities                                  111,180       64,173    
  Debt (note 5)                                      266,435      188,381    
  Closed block liabilities                         1,623,432    1,517,271    
                                                 -----------   ----------    
       Total liabilities                           9,240,017    3,926,719    
                                                 -----------   ----------

Company-obligated mandatorily redeemable
  preferred capital securities of 
  subsidiary trust holding solely junior
  subordinated debentures of the Company
  (note 5)                                            86,000            -
                                                 -----------   ----------
Stockholders' equity: (note 11)
  Preferred stock, no par value, 
    20,000,000 shares authorized,                                        
    none issued                                            -            -
  Common stock, Class A, no par value, 
    75,000,000 shares authorized;
    issued and outstanding  29,734,918 
    shares in 1997 and 14,500,000 shares
    in 1996                                           29,735       14,500    
  Common stock, Class B, no par value,
    50,000,000 shares authorized;
    5,000,000 shares issued and 
    outstanding                                        5,000        5,000    
  Unrealized appreciation of 
    available-for-sale securities(note 2)             55,747       35,300    
  Paid-in capital                                    383,686            -
  Retained earnings                                  453,823      402,710    
                                                 -----------   ----------    
       Total stockholders' equity                    927,991      457,510    
                                                 -----------   ----------
Commitments and contingencies (note 10)                                      
  Total liabilities and 
    stockholders' equity                         $10,254,008   $4,384,229    
                                                 ===========     ==========    
</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>

                            AMERUS LIFE HOLDINGS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                  Years ended December 31, 1997, 1996 and 1995
                                  (In thousands)

                                                   1997      1996      1995
                                                   ----      ----      ----
<S>                                               <C>      <C>       <C>   
Revenues:    
 Insurance premiums                              $48,127   $138,476  $244,087  
 Universal life and annuity product charges       43,441     49,347    57,370  
 Net investment income (note 2)                  224,431    228,625   285,244  
 Realized gains on investments (note 2)           13,791     65,983    51,387  
 Contribution from the Closed Block               31,045     19,909         -
                                                 -------   --------   -------
                                                 360,835    502,340   638,088
                                                 -------   --------  --------
Benefits and expenses:                                                       
 Policyowner benefits                            193,237    261,869   374,620  
 Underwriting, acquisition, and insurance 
  expenses                                        51,663     54,857    50,909
 Amortization of deferred policy acquisition 
  costs (note 4)                                  20,987     40,160    50,239
 Dividends to policyowners                         1,587     26,324    49,414  
                                                --------   --------  --------
                                                 267,474    383,210   525,182
                                                --------   --------  --------
Income from operations                            93,361    119,130   112,906

Interest expense                                  14,980      2,142     2,356
                                                --------    -------   -------
Income before income tax expense and
 equity in earnings of unconsolidated
 subsidiary                                       78,381    116,988   110,550
Income tax expense (note 6)                       22,022     43,859    41,202
                                                 -------    -------   -------
Income before equity in earnings of
 unconsolidated subsidiary                        56,359     73,129    69,348
Equity in earnings of unconsolidated
 subsidiary                                        1,700      1,044         -
                                                 -------    -------   -------
    Net income                                   $58,059    $74,173   $69,348  
                                                 =======    =======   =======

  Earnings per common share: (note 15)                   
    Basic                                           $2.47      $3.20     $2.99
                                                     ====       ====      ====
    Diluted                                         $2.46      $3.20     $2.99
                                                     ====       ====      ====  
    Weighted average common shares outstanding:
    Basic                                     23,536,666  23,155,989  23,155,989
                                              ==========  ==========  ==========
    Diluted                                   23,572,259  23,155,989  23,155,989
                                              ==========  ==========  ==========
</TABLE>
See accompanying notes to consolidated financial statements.<PAGE>
<TABLE>
                                        AMERUS LIFE HOLDINGS, INC.
                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                               Years ended December 31, 1997, 1996, and 1995
                                              (In thousands)
                                                    
                                                                           Unrealized
                                                                          appreciation
                                                                      (depreciation) of
                                                                          available               Total
                                        Common Stock                       Additional for-sale   stock-
                                      -------------         Paid in        securities Retained   holders'
                                   Class A       Class B     Capital       (Note 2)   earnings    equity
                                   -------       --------       -------- --------      ------    ----------
<S>                                <C>           <C>        <C>           <C>      <C>       <C>
Balance at December 31, 1994          $ -              $-          -        $15,320   $403,003  $418,323 
   Net income                           -               -          -                    69,348    69,348 
   Net unrealized appreciation          -               -          -         93,394          -    93,394 
   Dividend to American 
    Mutual Holding Company 
    (note 8)                            -               -          -              -    (41,156)  (41,156)
                                    ----            ----        ----        --------   --------  --------
Balance at December 31, 1995            -              -           -        108,714    431,195   539,909 
   Net income                           -              -           -              -     74,173    74,173 
   Net unrealized depreciation          -              -           -        (73,414)         -   (73,414)
   Dividend to American                                             
    Mutual Holding Company              
      (note 8)                          -              -           -              -     (4,158)   (4,158)
   Capital Contributions to                                         
    Affiliates (note 8)                -               -           -              -    (79,000)  (79,000)
   Issuance of common stock       14,500           5,000           -                   (19,500)        -  
                                  ------          ------     -------          ------    -------  --------
Balance at December 31, 1996      14,500           5,000           -          35,300    402,710   457,510
   Net income                                                      -               -     58,059    58,059
   Net unrealized appreciation                                     -          20,447          -    20,447
   Issuance of common stock       15,235               -     383,686               -          -   398,921
   Dividends declared on
    common stock                       -               -           -               -    (6,946)   (6,946)
                                 -------          ------    --------        -------    --------  --------
Balance at December 31, 1997     $29,735          $5,000    $383,686         $55,747   $453,823  $927,991
                                 =======          ======    ========         =======   ========  ========
</TABLE>
See accompanying notes to consolidated financial statements.
                                                     
<PAGE>
<TABLE>
                           AMERUS LIFE HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Years ended December 31, 1997, 1996 and 1995
                                  (In thousands)

 

                                                 1997     1996      1995
                                                 ----     ----      ----
<S>                                          <C>      <C>       <C>   
Cash flows from operating activities:                                      
 Net income                                    $58,059   $74,173   $69,348 
 Adjustments to reconcile net income to 
  net cash provided by operating 
  activities:                                                              
  Policyowner assessments on universal 
    life and annuity products                  (43,441)  (49,347)  (57,370)
  Interest credited to policyowner 
    account balances                           127,066   109,457   123,360 
  Realized investment gains                    (13,791)  (65,983)  (51,387)
  Change in:                                                               
    Accrued investment income                     (351)    8,033     1,485 
    Reinsurance ceded receivables               (1,548)   (6,708)     (223)
    Deferred policy acquisition costs          (30,366)  (12,235)   (7,491)
    Liabilities for future policy benefits     (21,448)   16,504    94,856 
    Policy and contract claims and other 
     policyowner funds                          (2,727)   (9,578)    6,814 
    Income taxes:                                                          
     Current                                    (1,552)    6,422     3,298 
     Deferred                                    2,156    (7,181)   (3,105)
  Other, net                                    16,363    15,127     9,538 
  Change in Closed Block assets 
    and liabilities, net                       135,970    68,870         - 
                                               -------   -------  -------- 
  Net cash provided by operating activities    224,390   147,554   189,123 
                                               -------    ------   ------- 

Cash flows from investing activities:                                      
 Purchase of fixed maturities 
   available for sale                       (1,473,579)(1,423,268)(887,971)
 Maturities, calls, and principal 
  reductions of fixed maturities 
   available for sale                        1,361,312 1,362,115   595,879 
 Purchase of equity securities                 (53,850) (280,215) (117,345)
 Proceeds from sale of equity securities        67,794   363,358   178,115 
 Proceeds from repayment and sale 
   of mortgage loans                           171,082   119,061   112,484 
 Purchase of mortgage loans                   (137,222)  (46,532)  (37,328)
 Purchase of real estate and other 
   invested assets                             (22,524)  (59,119)  (28,490)
 Proceeds from sale of real estate and
   other invested assets                             -    26,023     31,484
 Change in policy loans, net                    (9,625)   (6,630)  (10,532)
 Tax on capital gains                           (4,550)  (22,255)  (16,524)
 Other assets, net                              89,109   (73,735)   44,855 
 Acquisitions, net of cash acquired           (153,798)        -         - 
 Change in Closed Block
   investments, net                           (103,401)  (69,550)        - 
 Initial establishment of the 
   Closed Block                                      -   (22,925)        - 
                                             ---------  --------- -------- 
   Net cash used in investing activities      (269,252) (133,672) (135,373)
                                             ---------  --------- -------- 
Cash flows from financing activities:                                      
 Deposits to policyowner account balances      122,531   156,420   272,431 
 Withdrawals from policyowner account 
    balances                                  (233,537) (293,521) (302,291)
 Change in debt, net                            78,054   160,642    (1,496)
 Dividends to American Mutual 
   Holding Company                                   -    (4,158)  (41,156)
 Dividend to shareholders                       (6,946)        -         - 
 Issuance of company-obligated mandatory
   redeemable capital securities                86,000         -         - 
 Net proceeds from initial public stock 
   offering                                     55,027         -         - 
 Capital contribution to affiliates                  -   (36,071)        - 
                                              --------   --------  ------- 
   Net cash provided by (used in)
    financing activities                       101,129   (16,688)  (72,512)
                                              --------   --------  ------- 
   Net (decrease) increase in cash              56,267    (2,806)  (18,762)
Cash at beginning of period                      1,814     4,620    23,382 
                                              --------   --------  ------- 
Cash at end of period                          $58,081    $1,814    $4,620 
                                              ========   ========  ======= 
Supplemental disclosure of cash activities:                                
 Interest paid                                 $10,420    $2,224    $2,356 
                                              ========   =======   ======= 
 Income taxes paid                             $33,030   $45,417   $51,900 
                                              ========   =======   ======= 
             

    
                                                 1997        1996      1995
                                                 ----        ----      ----

Supplemental disclosure of non-cash 
investing and financing activities:                                        
  Issuance of Class A and Class B                                
    Common Stock related to the                                                
    Reorganization as a
    reclassification of retained                    
    earnings                               $        -    $19,500  $       -
                                           ==========    =======  =========

Details of acquisitions:                             
 Fair value of assets acquired            $5,744,191     $      - $       -
 Liabilities assumed                       5,190,829            -         -
                                          ----------      -------    ------
 Carrying value of acquisitions              553,362            -         -
 Common stock issued                        (343,894)           -         -
 Warrants, options and SAR's 
  rolled over                                (23,184)           -         -
 Payments made on liabilities 
  included above                              25,800            -         -
                                          ----------    --------    -------
Cash paid                                    212,084            -         -
Less cash acquired                            58,286            -         -
                                          ----------    --------    -------
Net cash paid for acquisitions              $153,798    $       -   $     -
                                          ==========    ========    =======
Capital Contribution to Affiliates:                                        
  Net transfer of invested assets:
    Fixed maturities                        $       -    $ 3,550    $     -
    Real estate                                     -     38,432          -    
    Mortgage loans                                  -      9,309          -
    Equity securities                               -        802          -
    Debt assumed from affiliates                    -     (9,164)         -
                                           ----------    --------   -------
  Total non-cash items contributed                  -     42,929          -
  Cash contributed                                  -     36,071          -
                                           ----------    --------  --------
                                           $        -    $79,000 $        -
                                           ==========    ========  ========  
</TABLE>     


See accompanying notes to consolidated financial statements.
                            AMERUS LIFE HOLDINGS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)     Summary of Significant Accounting Policies

 Nature of Operations

  AmerUs Life Holdings, Inc.'s (the "Company") operations consist primarily
of marketing, underwriting, and distributing life insurance, annuities, and
related products to individuals throughout the United States. The Company's
products are sold through a career general agency system, a personal producing
general agency system and national networks of independent agents. The life
insurance and annuity operation is the Company's only business segment. 

 Organization and Principles of Consolidation

  The Company was formed on August 1, 1996 in conjunction with a plan of
reorganization (the "Reorganization") of the former American Mutual Life
Insurance Company ("American Mutual Life"). Pursuant to this Reorganization
which became effective on June 30, 1996, American Mutual Life was converted to
a mutual insurance holding company structure whereby American Mutual Holding
Company ("AMHC"), a mutual insurance holding company, was formed. Additionally,
American Mutual Life was converted to a stock life insurance company and
renamed AmerUs Life Insurance Company ("AmerUs Life"). All of the initial
shares of capital stock of AmerUs Life were issued to AMHC. 

  On August 1, 1996, AMHC contributed all of its shares of capital stock of
AmerUs Life to AmerUs Group Co. ("AmerUs Group"). On the same date, the Company
was formed and all of its shares of capital stock were issued to AmerUs Group. 

  As a result of the Reorganization, AMHC indirectly owned, through AmerUs
Group, 14,500,000 shares of Class A Common Stock and 5,000,000 shares of Class
B Common Stock of the Company.  The Class B Common Stock must be held, directly
or indirectly, by AMHC.  The Class B Common Stock is generally convertible on a
share-for-share basis for Class A Common Stock.  Each share of Class A and
Class B Common Stock entitles its holder to one vote per share; however, the
voting rights of the Class B shares are adjusted to ensure that votes of the
Class B shares together with the votes of Class A shares held by the Class B
shareholders will always have a majority of the votes.  AMHC must directly or
indirectly control a majority of the voting shares of the Company.  In
addition, as long as the members of AMHC own directly or indirectly more than
50 percent of the voting power of the outstanding voting stock, AMHC is
entitled to equity purchase rights which provide for the Company to notify AMHC
in writing of a proposed sale of voting stock or any options, warrants, or
rights to acquire voting stock.  AMHC has the right to purchase the same
proportionate number of shares being offered for sale as AMHC owns of the total
shares at the time of the registration.

  In February 1997, AmerUs Group sold 2,793,489 shares of the Company's Class
A common stock to the public and the Company issued 3,655,989 shares of its
Class A common stock in an initial public offering for gross proceeds of $56.7
million.  

  On December 19, 1997, the Company acquired 100% of the outstanding common
stock of AmVestors Financial Corporation ("AmVestors") in exchange for
11,578,929 shares of the Company's  Class A common stock valued at
approximately $350 million. After the transaction, AmerUs Group's ownership of
the Company was reduced to 50.04%.
  
   AmVestors' principal operating subsidiaries are American Investors Life
Insurance Company, Inc. ("American"), a Kansas domiciled life insurance company
licensed in 48 states and the District of Columbia; and Financial Benefit Life
Insurance Company ("FBL"), which AmVestors acquired in April, 1996, a Kansas
domiciled life insurance company doing business in 40 states, the District of
Columbia, and the U.S. Virgin Islands. With the acquisition of AmVestors, the
Company assumed 710,543 currently outstanding warrants to acquire shares of
AmVestors common stock.  As a result of the merger of the two companies,
AmVestors shareholders received .6724 shares of AmerUs stock for each share of
AmVestors stock.  Applying the foregoing ratio, and upon payment of the
original exercise price of $16.42 per warrant, 704,338 of these warrants may be
exchanged for 473,596 shares of AmerUs stock.  The remaining 6,205 warrants may
be exchanged pursuant to the same ratio for 4,171 shares of AmerUs stock upon
the payment of exercise prices between $2.36 and $3.72 per warrant.

  On October 23, 1997, the Company acquired all of the outstanding capital
stock of Delta Life Corporation ("Delta") for approximately $165 million in
cash.  Delta's principal wholly-owned subsidiary is Delta Life and Annuity
Company ("Delta Life"), an Iowa domiciled life insurance company formed in
1955.  Delta Life is licensed in the District of Columbia and in all states
except New York, and specializes in the sale of individual single and flexible
premium deferred annuities through a network of independent agents.

Basis of Presentation

  The accompanying consolidated financial statements of the Company and its
wholly-owned subsidiaries have been prepared in conformity with Generally
Accepted Accounting Principles ("GAAP") which, as to the insurance company
subsidiaries, differ from statutory accounting practices prescribed or
permitted by regulatory authorities.

<PAGE>
  The accompanying consolidated financial statements include the accounts and
operations, after intercompany eliminations, of the Company and its wholly-owned
subsidiaries, principally, AmerUs Life, AmVestors and Delta.

  The preparation of consolidated financial statements in conformity with
GAAP 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 consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.   Certain balances for 1995 and 1996
have been reclassified to conform to the 1997 presentation format.

Closed Block

  The Reorganization contained an arrangement, known as a closed block (the
"Closed Block"), to provide for dividends on policies that were in force
generally on June 30, 1996 and were within the classes of individual policies
for which AmerUs Life had a dividend scale in effect at the time of the
Reorganization. The Closed Block was designed to give reasonable assurance to
owners of affected policies that assets will be available to support such
policies, including maintaining dividend scales in effect at the time of the
Reorganization, if the experience underlying such scales continues. The assets,
including revenue therefrom, allocated to the Closed Block will accrue solely
to the benefit of the owners of policies included in the Closed Block until the
Closed Block is no longer in effect. The Company will not be required to
support the payment of dividends and interest credits on the Closed Block
policies from its general funds, although it could choose to provide such
support.  The Company will continue to pay guaranteed benefits under all
policies, including policies included in the Closed Block, in accordance with
their terms.

  The financial information of the Closed Block, while prepared on a GAAP
basis, reflects its contractual provisions and not its actual results of
operations and financial position.  Many expenses related to the Closed Block
operations are charged to operations outside of the Closed Block; accordingly,
the contribution from the Closed Block does not represent the actual
profitability of the Closed Block operations.  Operating costs and expenses
outside of the Closed Block are, therefore, disproportionate to the business
outside of the Closed Block.

  Summarized financial information of the Closed Block as of December 31,
1997 and 1996 and for the year ended December 31, 1997 and for the six months
ended December 31, 1996, is as follows (in thousands): 
<PAGE>
<TABLE>
                                                               December 31,
                                                        1997             1996
                                                        ----             ----
<S>                                                      <C>            <C>     
Assets:  
Fixed maturity securities, at fair value
    (amortized cost of 1997 - $1,004,976;
    1996 - $883,351)                                     $1,053,066     $901,261
Short-term investments, at fair value                           660        3,126 
Policy loans                                                168,368      166,827    
Other investments                                               591            -
Cash                                                             21            3
Accrued Investment Income                                    12,617       10,798
Premiums and fees receivable                                  3,591        4,998    
Deferred policy acquisition costs                           143,765      175,235    
Other assets                                                  9,169        7,920    
                                                         ----------   ----------
                                                         $1,391,848   $1,270,168
                                                         ==========   ==========



Liabilities:  
Future life and annuity policy benefits                  $1,448,725  $1,363,073 
Policyowner funds                                             6,786       7,602 
Accrued expenses                                              5,980       2,969 
Dividends payable to policyowners                           135,985     132,661 
Policy and contract claims                                    5,966       4,765 
Other liabilities                                            19,990       6,201 
                                                         ----------  ---------- 
                                                         $1,623,432  $1,517,271 
                                                         ==========  ========== 

Revenues and Expenses:                                              
Insurance premiums                                         $206,145    $108,315 
Universal life and annuity product charges                   17,465       9,324 
Net investment income                                       113,759      56,329 
Realized gains on investments                                   718         481 
Policyowner benefits                                       (209,377)   (103,951)
Underwriting, acquisition, and insurance expenses            (6,604)     (2,969)
Amortization of deferred policy acquisition costs           (31,470)    (18,412)
Dividends to policyowners                                   (59,591)    (29,208)
                                                         ----------   ----------
    Contribution from the Closed Block before 
         income taxes                                       $31,045     $19,909 
                                                         ==========   ========= 

</TABLE>
 Investments

  Investments in fixed maturity and equity securities that are to be held for
indefinite periods of time are reported as securities available for sale.
Securities available for sale are reported in the accompanying consolidated
financial statements at fair value. Any valuation changes resulting from
changes in the fair value of these securities are reflected as a component of
stockholders' equity. These unrealized gains or losses in stockholders' equity
are reported net of taxes and adjustments to deferred policy acquisition costs. 

  Investments in debt securities which were purchased principally for the
purpose of selling such securities in the near term are classified as trading
securities and are carried at market.  Unrealized gains (losses) are included
in earnings.

  Premiums and discounts on fixed maturity securities are amortized or
accreted over the life of the related security as an adjustment to yield using
the effective interest method. Realized gains and losses are included in
earnings and are determined using the specific identification method. The
carrying value of investments is reduced to its estimated realizable value if a
decline in fair value is considered other than temporary with such reduction
charged to earnings.  

  Mortgage loans on real estate and other long-term investments are stated at
cost less amortized discounts and allowances for possible losses. Policy loans
are stated at their aggregate unpaid balances. Real estate acquired by
foreclosure is stated at the lower of cost or fair value less estimated costs
to sell. 

  Investments in real estate and mortgage loans on real estate are considered
impaired when the Company determines that collection of all amounts due under
the contractual terms is doubtful or carrying values exceed the fair value of
underlying collateral. The Company adjusts real estate and mortgage loans on
real estate to their estimated net realizable value at the point at which it
determines an impairment is other than temporary. Interest income on impaired
mortgage loans is recognized when cash is received. In addition, the Company
has established a valuation allowance for mortgage loans on real estate and
other invested assets. Valuation allowances for other than temporary
impairments in value are netted against the asset categories to which they
apply, and additions to valuation allowances are included in total investment
results. 

Interest Rate Swaps, Caps, Swaptions and Options

  The Company uses interest rate swaps, caps, and swaptions as part of its
overall interest rate risk management strategy for certain life insurance and
annuity products. The book values of the underlying hedged investments or
anticipated investment transactions are amortized over the remaining lives of
the hedged investments as adjustments to investment income. Certain agreements
hedge assets which are carried at fair value; accordingly, such underlying
hedged investments are also carried at fair value. Any unamortized gains or
losses are recognized when the underlying investments are sold. 

  Interest rate swap contracts are used to convert the interest rate
characteristics (fixed or variable) of certain investments to match those of
the related insurance liabilities that the investments are supporting. The net
interest effect of such swap transactions is reported as an adjustment of
interest income as incurred. 

  Interest rate caps are used to limit the effects of changing interest rates
on yields of variable rate or short-term assets or liabilities. The initial
cost of any such agreement is amortized to investment income over the life of
the agreement. Periodic payments that are receivable as a result of the
agreements are accrued as an adjustment of investment income. 

  Swaption agreements are used in conjunction with interest rate caps to
protect against rising rates. Swaption agreements involve the right to enter
into a swap transaction at a pre-specified price. The initial cost of a
swaption agreement is amortized to investment income over the life of the
agreement. 

  The Company has equity-indexed annuity products that guarantee the return
of principal to the customer and credits interest based on a percentage of the
gain in the S&P 500 Index -Registered Trademark-.  A portion of the premium
from each customer is invested in investment grade fixed income securities to
cover the minimum guaranteed value due the customer at the end of the term.  A
portion of the premium is used to purchase S&P 500 call options to hedge the
growth in interest credited to the customer as a direct result of increases in
the S&P 500 Index -Registered Trademark-.  The call options provide the Company
the opportunity to participate in the increases of the S&P 500 Index -Registered
Trademark- if the market advances.

<PAGE>
Policy Acquisition Costs

  Certain commissions, policy issue and underwriting costs, and other
variable costs incurred to acquire or renew traditional life insurance,
universal life insurance, and annuity products have been deferred. The method
of amortizing deferred policy acquisition costs for traditional life insurance
products varies, dependent upon whether the contract is participating or
non-participating. Participating contracts are those which are expected to pay
dividends to policyowners in proportion to their relative contribution to the
Company's surplus. Deferred policy acquisition costs for participating
traditional life insurance are amortized over the life of the policies
generally in proportion to the present value of estimated gross margins.
Non-participating traditional life insurance deferred policy acquisition costs
are amortized over the premium-paying period of the related policies in
proportion to the ratio of annual premium revenues to total anticipated premium
revenues using assumptions consistent with those used in computing policy
benefit reserves. For universal life insurance and annuity products, deferred
policy acquisition costs are amortized generally in proportion to the present
value of estimated gross margins from surrender charges and investment,
mortality, and expense margins. The amortization for participating traditional
life, universal life, and annuity products is adjusted retrospectively when
current or estimated future gross margins on the underlying policies vary from
previous estimates. The deferred policy acquisition cost asset is adjusted for
the impact on estimated gross profits of net unrealized gains and losses on
securities. 

Value of Business Acquired

  Value of Business Acquired ("VOBA") from insurance companies acquired
represents the portion of the purchase price allocated to the right to receive
future cash flows from insurance contracts existing at the date of the
acquisition.  This cost of policies purchased represents the actuarially
determined present value of the projected future cash flows from the acquired
policies.

  The expected future cash flows used in determining such value are based on
actuarially determined projections of future premium receipts, mortality,
surrenders, operating expenses, changes in insurance liabilities, investment
yields on the assets retained to support the policy liabilities and other
factors.  These projections take into account all factors known or expected at
the valuation date, based on the judgment of management.  The actual experience
on purchased business may vary from projections due to differences in renewal
premium, investment spread, investment gains or losses, mortality and morbidity
costs and other factors.

  The discount rate used to determine the value of policies purchased is the
rate of return required in order to invest in the business being acquired. 
Factors in determining this rate include the cost of capital required to fund
the acquisition; the acquired company's compatibility with other Company
activities that may impact future cash flows; the complexity of the acquired
company; and recent discount rates used by others to determine valuations to
acquire similar blocks of business.

  VOBA is amortized based on the incidence of the expected cash flows using
the interest rate credited to the underlying policies.   If cash flows differ
from expectations, the amortization of the VOBA is adjusted.  Each year, the
recoverability of the VOBA is evaluated and if the evaluation indicates that
the existing insurance liabilities, together with the present value of future
net cash flows from the blocks of business acquired, is insufficient to recover
the VOBA, the difference is charged to expense as an additional write-off of
the VOBA.

Goodwill

  Goodwill represents the excess of the amount paid to acquire a company over
the fair value of its net assets.  Goodwill is amortized on a straight-line
basis over a thirty year period.  The value of goodwill is monitored based on
the estimates of future earnings.  If it is determined that future earnings do
not support the recoverability of goodwill, its carrying value is reduced by a
corresponding charge to expense.

 Recognition of Revenues

  Premiums for traditional life insurance products (including those products
with fixed and guaranteed premiums and benefits and which consist principally
of whole life insurance policies and certain annuities with life contingencies)
are recognized as revenues when due. For limited payment life insurance
policies, premiums are recorded as income when due with any excess profit
deferred and recognized over the expected lives of the contracts. Amounts
received as payments for universal life insurance policies and for annuity
products (including deferred annuities and annuities without life
contingencies) are not recorded as premium revenue. Revenues for such contracts
consist of policy charges for the cost of insurance, policy administration
charges, and surrender charges assessed against policyowner account balances
during the period. All insurance-related revenue is reported net of reinsurance
ceded. 

 Future Policy Benefits

  The liability for future policy benefits for traditional life insurance is
computed using the net level method, utilizing the guaranteed interest and
mortality rates used in calculating cash surrender values as described in the
contracts. Reserve interest assumptions range from 2.00 percent to 7.25 
percent. The weighted average assumed interest rate for all traditional life
policy reserves was 4.27 percent in 1997, 4.23 percent in 1996 and 4.20 percent
in 1995. Policy benefit claims are charged to expense in the period that the
claims are incurred. All insurance-related benefits, losses, and expenses are
reported net of reinsurance ceded. 

  Future policy benefit reserves for universal life insurance and annuity
products are computed under a retrospective deposit method and represent policy
account balances before applicable surrender charges. Policy benefits and
claims that are charged to expense include benefit claims incurred in the
period in excess of related policy account balances. The weighted average
interest crediting rates for universal life products were 6.23 percent in 1997,
6.27 percent in 1996 and 6.46 percent in 1995. The range of interest crediting
rates for annuity products excluding bonus interest payouts, were 4.50 to 6.70
percent in 1997, 4.50 to 6.15 percent in 1996 and 4.75 to 8.00 percent in 1995.

 Participating Policies

  Participating policies entitle the policyowners to receive dividends based
on actual interest, mortality, morbidity, and expense experience for the
related policies. These dividends are distributed to the policyowners through
an annual dividend using current dividend scales which are approved by the
board of directors. Nearly 100 percent of traditional life policies are
currently paying dividends and traditional life policies represent
approximately 59 percent of the Company's individual life policies in force. 

Property and Equipment

  Property and equipment is recorded at cost and is depreciated principally
under the straight-line method. 

Stock-Based Compensation

  SFAS 123, "Accounting for Stock-Based Compensation,"  requires increased
disclosure of compensation expense arising from stock compensation plans.  SFAS
123 encourages rather than requires companies to adopt a new method of
accounting for stock compensation awards based on their estimated fair value at
the date they are granted. Companies are permitted to continue accounting under
APB Opinion 25 which requires compensation cost be recognized based on the
difference, if any, between the quoted market price of the stock on the date of
grant and the amount an employee must pay to acquire the stock.  The Company
has elected to continue to apply APB Opinion 25 in its consolidated financial
statements and has disclosed pro forma net income and earnings per share
information.

Guaranty Fund Assessments

  The Company is subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance companies
for the benefit of policyowners and claimants in the event of insolvency of
other life insurance companies. As of December 31, 1997, the Company has
accrued for the gross amount of guaranty fund assessments for known
insolvencies net of estimated recoveries of premium tax offsets. 

Benefit Plan Costs

  The Company recognizes pension costs for its defined benefit plans in
accordance with SFAS 87, "Employers' Accounting for Pensions."  Pension costs
are funded according to regulations provided under the Internal Revenue Code. 

Postretirement Benefits Other than Pensions

  Under SFAS 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions," the cost of postretirement benefits must be recognized on an
accrual basis as employees perform services to earn the benefits.

Income Taxes

  The Company and its subsidiaries, with the exception of American Vanguard
Life, filed a consolidated federal income tax return with the non-life
insurance subsidiaries of AMHC through February 3, 1997.  For the short tax
year beginning February 4, 1997 the Company and its subsidiaries, with the
exception of AmerUs Life and American Vanguard Life Insurance Company (which
file a consolidated life insurance federal income tax return), Delta, American
and FBL (which file separate federal income tax returns), file a consolidated
federal income tax return.  The separate return method is used to compute the
Company's provision for federal income taxes. Deferred income tax assets and
liabilities are determined based on differences among the financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws. 

Earnings Per Share

  The Company adopted the provisions of SFAS 128, "Earnings per Share", which
had no effect on the Company's previously reported earnings per share
information for 1996 and 1995.  Basic earnings per share of common stock are
computed by dividing net income by the weighted-average number of common shares
outstanding during the period.  Diluted earnings per share assumes the issuance
of common shares applicable to stock options and warrants calculated using the
treasury stock method.

Emerging Accounting Matters

  SFAS 130

  In June 1997, the FASB issued Statement 130, "Reporting Comprehensive
Income."  SFAS 130 establishes standards for reporting and display of
comprehensive income and its components:  revenues, expenses, gains, and
losses.  All items that are required to be recognized under accounting
standards as components of comprehensive income, consisting of changes in
equity of a business enterprise during a period from transactions and other
events and circumstances from nonowner sources, are to be reported in a
financial statement that is displayed with the same prominence as other
financial statements.  SFAS 130 is effective for financial statements beginning
after December 15, 1997.  The provisions of SFAS 130 are of a reporting nature
and are not expected to have an impact on the financial position or results of
operations of the Company.

  SFAS 131

  In June 1997, the FASB issued Statement 131, "Disclosures about Segments of
an Enterprise and Related Information."  SFAS 131 establishes standards for the
way that public businesses report information about operating segments in
financial statements.  Operating segments are components of an enterprise about
which separate financial information is available that is evaluated regularly
by the chief operating decision maker in deciding how to allocate resources and
assess performance.  Generally, financial information is required to be
reported on the basis that it is used internally for evaluating segment
performance and deciding how to allocate resources to segments.  SFAS 131 is
effective for financial statements for periods beginning after December 15,
1997.  The provisions of SFAS 131 are of a reporting nature and are not
expected to have an impact on the financial position or results of operations
of the Company, as the life insurance and annuity operation is the Company's
only business segment.

  SFAS 132

  In February 1998, the FASB issued Statement 132, "Employer's Disclosure
about Pensions and Other Postretirement Benefits".  SFAS 132 standardizes an
employer's disclosures about pension and other postretirement benefit plans,
requires additional information on the benefit obligations and fair values of
plan assets and on changes in the benefit obligations and fair values of plan
assets and eliminates certain disclosures.  SFAS 132 is effective for financial
statements for periods beginning after December 15, 1997.  The provisions of
SFAS 132 are of a reporting nature and are not expected to have an impact on
the financial position or results of operations of the Company.

  SOP 97-3

  In December 1997, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) 97-3, "Accounting by Insurance and
Other Enterprises for Insurance-Related Assessments."  This statement provides
guidance on when an insurance or other enterprise should recognize a liability
for guaranty fund and other assessments and on how to measure such liability. 
SOP 97-3 is effective for fiscal years beginning after December 15, 1998;
however, its adoption will not have a material impact on the financial position
or results of operations as the Company currently estimates assessment
liabilities when a determination of an insolvency has occurred.

 Business Risks

  The Company operates in a business environment which is subject to various
risks and uncertainties. Such risks and uncertainties include interest rate
risk, legal and regulatory changes, and default risk. 

  Interest rate risk is the potential for interest rates to change, which can
cause fluctuations in the value of investments. To the extent that fluctuations
in interest rates cause the duration of assets and liabilities to differ, the
Company may have to sell assets prior to their maturity and realize losses.
Interest rate exposure for the investment portfolio is managed through
asset/liability management techniques which attempt to match the duration of
the assets with the estimated duration of the liabilities. The Company also
utilizes derivative investment contracts to manage interest rate risk. 

  The potential also exists for changes in the legal or regulatory
environment in which the Company operates, which can create additional costs
and expenses not anticipated by the Company in pricing its products. In other
words, regulatory initiatives or new legal theories may create costs for the
Company beyond those recorded in the financial statements. The Company
mitigates this risk by operating in a geographically diverse area, which
reduces its exposure to any single jurisdiction, closely monitoring the
regulatory environment to anticipate changes, and by using underwriting
practices which identify and minimize the potential adverse impact of this
risk. 

  Default risk is the risk that issuers of securities owned by the Company
may default or that other parties, including reinsurers, may not be able to pay
amounts due the Company. The Company minimizes this risk by adhering to a
conservative investment strategy, holding a well diversified portfolio of
assets to minimize concentrations, maintaining sound reinsurance and credit and
collection policies, and providing allowances or reserves for any amounts
deemed uncollectible. 

(2)     Investments

  The Company's investments at December 31, 1997 and 1996 are classified as
available-for-sale securities and trading securities and are summarized as
follows: 
<PAGE>
<TABLE>
                                                     Gross     Gross
                                       Amortized  UnrealizedUnrealized  Fair
                                         Cost       Gains      Losses  Value
                                       ---------   -------------------  -----
                                                     (In thousands)
<S>                                 <C>            <C>      <C>      <C>
 Fixed maturity securities 
  available-for-sale 
  at December 31, 1997:                                                       
  Corporate bonds                       $3,513,858   $85,494  $2,347  $3,597,005
  U.S. government bonds                     49,058       555      11      49,602
   State and political subdivisions          9,563        65       5       9,623
  Foreign government bonds                  68,592     4,048   1,469      71,171
  Mortgage-backed bonds                  3,002,523    33,897   1,669   3,034,751
  Redeemable preferred stock                87,233     2,042       -      89,275
                                        ----------  --------  ------  ----------
Fixed maturities available for sale     $6,730,827  $126,101  $5,501  $6,851,427

Fixed maturity securities held for 
 trading purposes:
 Corporate bonds                            22,799         -       -      22,799
 Redeemable preferred stock                    156         -       -         156
                                        ----------  --------  ------   ---------
Fixed maturities held for trading
 purposes                                   22,955         -       -      22,955
                                        ----------  --------  ------   ---------

 Total fixed maturities                 $6,753,782  $126,101  $5,501  $6,874,382
                                        ==========  ========  ======  ==========

 Equity securities-available for sale      $60,262    $1,218  $    -     $61,480
                                           =======    ======  ======     =======
 Short-term investments-available 
  for sale                                 $12,595    $    -  $    -     $12,595
                                           =======    ======  ======     =======
</TABLE

</TABLE>
<TABLE>
                                                   Gross      Gross
                                     Amortized  unrealized unrealized    Fair
                                         Cost     gains       losses    value
                                       --------   --------  --------- -------
                                                   (In thousands)
<S>                                <C>         <C>        <C>    <C>
Available-for-sale securities at December 31, 1996:                            
 Fixed maturity securities:                                                  
  Corporate bonds                    $1,391,421   $60,164   $4,915 $1,446,670
  U.S. government bonds                  41,270       222      109     41,383
  Foreign government bonds               20,114     1,638       78     21,674
  Mortgage-backed bonds                 819,264    22,751    2,054    839,961
  Redeemable preferred stock             63,806     1,418      105     65,119
                                     ----------   -------   ------ ----------
                                     $2,335,875   $86,193   $7,261 $2,414,807
                                     ==========   =======   ====== ==========
 Equity securities                      $60,247    $3,832      $46    $64,033
                                     ==========   =======   ====== ==========
 Short-term investments                 $13,288   $     -   $    -    $13,288
                                     ==========   =======   ====== ==========
</TABLE>

  The amortized cost and estimated fair value of investments in fixed
maturity securities at December 31, 1997, are summarized by stated maturity as
follows: 
<TABLE>
                                                 Amortized     Fair
                                                   Cost        Value
                                                ----------   ---------
                                                     (In thousands)   
<S>                                            <C>           <C>
Fixed maturity available for sale:
    Due in 1998                                   $   64,992    $ 65,305
    Due in 1999 - 2003                             1,337,084   1,358,847
    Due in 2004 - 2008                             1,495,019   1,526,514
    Due after 2008                                   831,209     866,010
Mortgage-backed securities                         3,002,523   3,034,751
                                                  ----------  ----------
                                                  $6,730,827  $6,851,427
                                                  ----------  ----------

<PAGE>
Fixed maturity trading:
    Due in 1998                                      $     -     $     -
    Due in 1999 - 2003                                 1,455       1,455
    Due in 2004 - 2008                                18,500      18,500
    Due after 2008                                     3,000       3,000
    Mortgage-backed securities                             -           -
                                                 ----------- -----------
                                                      22,955      22,955
                                                  ----------  ----------
    Total                                         $6,753,782  $6,874,382
                                                  ==========  ==========
</TABLE>
  The foregoing data is based on the stated maturities of the securities.
Actual maturities will differ for some securities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties. 

  The ratings of the Company's fixed maturity securities at December 31,
1997, using Standard & Poor's rating service, are summarized as follows (in
thousands): 
<TABLE>
<S>                                             <C>
Treasuries and AAA                                $3,792,038
AA                                                   983,380
A                                                    921,431
BBB                                                  964,924
BB                                                   130,603
Less than BB                                          82,006
                                                  ----------
                                                  $6,874,382
                                                  ==========
</TABLE>
  Major categories of investment income are summarized as follows: 
<PAGE>
<TABLE>
                                            Years ended December 31,
                                           ---------------------------
                                          1997       1996       1995
                                          ----       ----       ----      
            (In thousands)
<S>                                       <C>       <C>       <C>     
Fixed maturity securities                 $178,429  $195,073  $231,208          
Equity securities                            9,122     2,993     6,311          
Mortgage loans on real estate               30,373    26,254    33,738          
Real estate                                  1,048     6,891     9,729          
Policy loans                                 5,215     9,426    14,043          
Other                                       10,036       600     5,211          
                                          --------  --------  --------          
  Gross investment income                  234,223   241,237   300,240          
Investment expenses                          9,792    12,612    14,996          
                                          --------  --------  --------          
Net investment income                     $224,431  $228,625  $285,244
                                          ========  ========  ========          
</TABLE>


  Investment expenses include depreciation on real estate of $0.3 million,
$2.0 million and $2.9 million in the years ended December 31, 1997, 1996 and
1995, respectively. 

  The foregoing summarization does not include investment income attributable
to Closed Block investments of $113.8 million and $56.3 million for the year
ended December 31, 1997 and the six months ended December 31, 1996,
respectively.

  Realized gains and losses on investments and provisions for losses are
summarized as follows: 
<PAGE>
<TABLE>

                                                  Years ended December 31,
                                                  --------------------------
                                                 1997     1996     1995
                                                 ----     ----     ----
                                                      (In thousands)
<S>                                            <C>       <C>       <C>     
Securities available-for-sale:                                               
 Fixed maturity securities:                                                  
  Gross realized gains                         $15,862   $21,088   $18,652   
  Gross realized losses                         (9,335)  (13,331)   (9,240)  
 Equity securities:                                                          
  Gross realized gains                           3,670    55,646    45,419   
  Gross realized losses                            (57)     (451)   (3,634)  
Other investments                                2,796      (998)      812   
Net provision for (losses)recoveries- 
 mortgage loans on real estate                     855      4,029     (622)
                                               -------    -------  ------- 
                                               $13,791    $65,983  $51,387   
                                               =======    =======  ======= 
</TABLE>
  The unrealized appreciation on invested assets available-for-sale is
reported as a separate component of stockholders' equity, reduced by
adjustments to deferred acquisition costs and a provision for deferred income
taxes.

  A summary of the components of the net unrealized appreciation on invested
assets carried at fair value is as follows: 
<TABLE>
                                                   Years ended December 31,
                                                   ------------------------
                                                  1997      1996    1995
                                                  ----      ----    ----
                                                        (In thousands)
<S>                                              <C>       <C>       <C>     
Unrealized appreciation:
 Fixed maturity securities                      $119,507   $78,932  $190,847   
 Equity securities                                 1,218     3,786    56,806   
 Short-term investments                                -         -        77   
 Other investments                                   304     3,263     6,335   
 Closed Block investments                         48,090    18,002         -
Deferred policy acquisition costs                (83,426)  (51,476)  (88,039)  
Deferred income taxes                            (29,946)  (17,207)  (57,312)  
                                                 -------  --------  ---------
                                                 $55,747   $35,300  $108,714   
                                                 =======  ========  ======== 
</TABLE>
  The change in unrealized appreciation on fixed maturity securities was $41
million, ($112) million and $288 million for the years ended December 31, 1997,
1996 and 1995, respectively; the corresponding amounts for equity securities
were ($3) million, ($53) million and ($9) million, respectively.

  At December 31, 1997, investments in fixed maturity securities with a
carrying amount of $4.0 million were on deposit with state insurance
departments to satisfy regulatory requirements. 

  No investment in any person or its affiliates exceeded 10 percent of
stockholders' equity at December 31, 1997.

(3)     Mortgage Loans on Real Estate

  Mortgage loans on real estate consist almost entirely of commercial
mortgage loan investments, substantially all of which are made on a full
recourse basis and consist primarily of fixed-rate first mortgages on completed
properties. The following table sets forth additions, reductions from payments,
and other charges and foreclosures related to the mortgage loan portfolio: 
<TABLE>                                               December 31,
                                           -------------------------------
                                          1997        1996        1995         
                                          ----        ----        ----
                                                  (In thousands)
<S>                                    <C>           <C>       <C>
Commercial loans:                                                            
   Beginning balance                      $234,002      $379,414     $504,034   
    Additions                               18,618        21,760       39,933   
    Payments and miscellaneous charges     (72,152)     (113,764)    (146,496)  
    Sales                                        -       (47,234)           -
    Foreclosed properties                        -        (6,174)     (18,057)
    Acquisition of Delta                   270,599             -            - 
    Acquisition of AmVestors                 9,524             -            - 
                                          --------      --------      ------- 
   Ending balance                          460,591       234,002      379,414   
Residential and other mortgage loans        17,166         3,363        4,250   
Valuation allowance                        (15,284)      (11,622)     (30,067)  
                                          --------      --------      ------- 
   Total mortgage loans                   $462,473      $225,743     $353,597   
                                          ========      ========     ======== 
</TABLE> 
  The Company manages its credit risk associated with these loans by
diversifying its mortgage portfolio by property type and geographic location
and by seeking favorable loan to value ratios on secured properties. The
portfolio credit risk for mortgage loans was concentrated in the following
geographic regions:
<TABLE>
                                                       December 31,
                                            -----------------------------------
                                                  1997              1996  
                                            Number  Amount     Number    Amount
                                            ------  ------     ------  -------
                                                     (Dollars in thousands)
<S>                                         <C>   <C>           <C>      <C>
Commercial:                                                                          
 California                                     16  $27,995         20  $39,824   
 Colorado                                        8   11,520          8   11,937
 Florida                                        61   95,498          4   15,375   
 Iowa                                           47   57,621         48   66,808   
 Kansas                                          9   11,480         11   20,934   
 Michigan                                       31   28,090          2      809 
 Tennessee                                      56   32,127          -        - 
 Texas                                          82   75,429          6   21,521   
 Other                                         125  120,831         44   56,794 
Residential                                    129   17,166         69    3,363 
Valuation allowance                                 (15,284)            (11,622)  
                                               ---  --------       --- -------- 
                                               564  $462,473       212 $225,743   
                                               ===  ========       === ========   
</TABLE>         
  At December 31, 1997, the Company's investment in mortgage loans included
$22.4 million in loans that are considered to be impaired, for which the
related allowance for credit losses is $2.4 million. The average recorded
investment in impaired loans during the year ended December 31, 1997, was $23.7
million. For the year ended December 31, 1997, the Company recorded $2.1
million in interest income on those impaired loans. 

  No mortgage loan on any one individual property exceeded $13 million at
December 31, 1997.

  Provisions for losses are summarized as follows: 
<TABLE>
                                                    Years ended December 31, 
                                                  ---------------------------
                                                  1997      1996      1995
                                                   ----      ----     ----
                                                         (In thousands)
<S>                                            <C>       <C>       <C>
Balance at beginning of year                      $11,622  $30,067   $65,549   
Provisions for losses - mortgage loans               (856)  (4,029)      622   
Provision on mortgages sold/transferred 
 to real estate                                       (50) (14,416)  (36,104)  
                                                   ------  -------   ------- 
 Net decrease for year                               (906) (18,445)  (35,482)  
 Provision for mortgages acquired                   4,568        -         - 
                                                   ------  -------   ------- 
Balance at end of year                            $15,284  $11,622   $30,067   
                                                  =======  =======   ======= 
</TABLE>                           
(4)   Deferred Policy Acquisition Costs

  A summary of the policy acquisition costs deferred and amortized are as 
follows:
<TABLE>
                                                  Years ended December 31,
                                                  -------------------------
                                                 1997    1996      1995
                                                 ----    ----      ----
                                                     (In thousands)
<S>                                          <C>        <C>       <C>
Balance at beginning of year                    $171,957  $355,750  $348,259 
Deferred policy acquisition costs 
 associated with Closed Block                                      
 policies at formation of 
 Closed Block                                          -  (193,647)        - 
Policy acquisition costs deferred                 51,352    50,014    57,730 
Policy acquisition costs amortized               (20,987)  (40,160)  (50,239)
                                                 -------   --------  --------
                                                 202,322   171,957   355,750   
Unrealized gain on 
 available-for-sale securities                   (83,426)  (51,476)  (88,039)
                                                 -------    -------  --------
Balance at end of year                          $118,896  $120,481  $267,711   
                                                ========  ========= =========
</TABLE>
  The components of the deferred policy acquisition costs are as follows:

<TABLE>
                                                         December 31,
                                                 -------------------------
                                                1997      1996      1995
                                                ----      ----      ----
                                                      (In thousands)
<S>                                              <C>       <C>       <C>     
Universal life insurance and 
     annuity products                           $157,455  $156,578  $203,949 
Participating traditional life insurance          36,006    13,419   131,602 
Non-participating traditional life insurance       8,861     1,960    20,199    
                                                  ------    ------   ------- 
                                                $202,322  $171,957  $355,750    
Unrealized gain on 
     available-for-sale securities               (83,426)  (51,476)  (88,039)
                                                 -------  --------  -------- 
                                                $118,896  $120,481  $267,711    
                                                ========  ========     ======== 
</TABLE>
  Commissions represent approximately 84 percent of deferred policy acquisition
costs.
                                         
(5)     Debt and Capital Securities

  Debt consists of the following: 
<PAGE>
<TABLE>
                                                          December 31,
                                                        --------------------
                                                       1997         1996
                                                       ----         ----
                                                     (In thousands)
<S>                                            <C>            <C>       
Federal Home Loan Bank community investment 
 long-term advances with a weighted average 
 interest rate of 6.35% at December 31, 1997 
 maturing at various dates through July 2010 (A)     $16,435        $13,381
Revolving credit agreement bearing 
 interest at 6.6%(B)                                 250,000              -
Bank Credit Facility:(C) 
 Term loan                                                 -        100,000
 Revolving credit loan                                     -         75,000
                                                    --------       --------
                                                    $266,435       $188,381  
                                                    ========       ========

(A)  The Company has multiple credit arrangements with the Federal Home Loan
     Bank (FHLB).  In addition to the long-term advances disclosed above, the
     Company has a $25 million open secured line of credit  and periodically,
     the Company borrows amounts under repurchase agreements, of which no
     amount was outstanding under either type of facility at December 31, 1997. 
     The carrying value of the securities pledged to the FHLB under all
     agreements was $17.4 million at December 31, 1997.

(B)    The revolving credit agreement provides for a maximum borrowing of $250
       million with the balance maturing in October 2002.  The interest rate is
       variable, however, the Company may elect to fix the rate for periods from
       30 days to six months.  The loan agreement contains various financial and
       operating covenants which, among other things, limit future indebtedness
       and restrict the amount of future dividend payments.  In addition, the
       Company has pledged 49.9% of the stock of AmerUs Life, the stock of Delta
       and a $50 million note payable to the Company by AmerUs Life.<PAGE>

(C)    The bank credit facility was retired in 1997.

</TABLE>
  Maturities of long-term debt are as follows for each of the five years
ending December 31:
<TABLE>

                                                      (In thousands)
                                                     -------------
<S>                                                  <C>
Year ending December 31:                                         
1998                                                     $    384
1999                                                          410
2000                                                          437
2001                                                          467
2002                                                      250,498
Thereafter                                                 14,239
                                                         --------
                                                         $266,435
                                                         ========
</TABLE>
  On February 3, 1997, the Company issued $86,000,000 of 8.85% Capital
Securities, Series A, through a wholly-owned subsidiary trust.  The sole asset
of the trust is the junior subordinated debentures of the Company in the
principal amount of $88.66 million with interest at 8.85% maturing February 1,
2027.  The Company has fully and unconditionally guaranteed the obligation of
the trust under the Capital Securities and is obligated to mandatorily redeem
the securities on February 1, 2027.  The Company may prepay the securities at
anytime after February 1, 2007.

    Interest expense on the debt and capital securities totaled $14.9 million,
$2.1 million and $2.4 million in the years ended December 31, 1997, 1996 and
1995, respectively. 

(6)  Income Taxes

     Comprehensive federal income tax expense is summarized as follows: 
<PAGE>
<TABLE>
                                                Years ended December 31,
                                                ---------------------------
                                               1997        1996 1995
                                               ----        ---- ----
                                                      (In thousands)
<S>                                          <C>      <C>        <C>
Income tax expense on:            
    Operations                                 $22,022   $43,859    $41,202
    Unrealized holding gains (losses) on 
         available-for-sale securities          12,739   (40,105)    50,246
                                               -------    -------   -------
                                               $34,761    $3,754    $91,448
                                               =======    =======   =======
</TABLE>                                                  
  The effective income tax rate on pre-tax income is higher than the
prevailing corporate federal income tax rate and is summarized as follows: 
<TABLE>
                                                   Years ended December 31,
                                                 ---------------------------------
                                                1997        1996        1995
                                                ----        ----        ----
<S>                                          <C>          <C>         <C>    
Corporate federal income tax rate               35.00%      35.00%       35.00%
Differential earnings amount                     -           3.78            -
Tax-exempt investment income                     (.54)       (.20)        (.24)
Acquisitions costs and reorganization expenses    .22         .30          .48 
Goodwill amortization                             .39         .06         -
Net benefit of tax credits                      (7.88)      (2.39)        -
Other items, net                                  .32         .61         2.03 
                                                -----        -----       -----
  Effective tax rate                            27.51%      37.16%       37.27%
                                                =====        =====       =====
</TABLE>                                                    
  The differential earnings amount is an equity add-on tax which mutual life
insurance companies are required to pay. The amount is determined annually and
is calculated by comparing the earnings rate of mutual life insurance companies
and certain stock life insurance companies. In 1995, the calculation resulted
in a negative adjustment with no additional tax amount to be paid. The Company
believes this tax is not applicable to the Company after June 30, 1996, due to
AmerUs Life's conversion to a stock life insurance company.

  The Company's federal income tax expense (benefit) is summarized as
follows: 
<TABLE>
                                           Years ended December 31,
                                         --------------------------------
                                        1997        1996         1995
                                        ----        ----         ----
                                                (In thousands)
<S>                                   <C>         <C>           <C>
Current                                $19,866     $51,849      $44,307
Deferred                                 2,156      (7,990)      (3,105)
                                       -------     -------       -------
    Total federal income tax expense   $22,022     $43,859      $41,202 
                                       =======     =======       =======
</TABLE>                                              
  The significant components of net deferred income tax liabilities are
summarized as follows: 
<TABLE>
                                                           December 31,
                                                          1997      1996
                                                          ----      ----
                                                          (In thousands)
<S>                                                    <C>       <C>
Deferred income tax assets:                                                
 Policy reserves and policyholder funds                 $240,245    $99,137
 Policy acquisition costs capitalized for tax             39,899     29,771
 Deferred policy acquisition costs related to 
  unrealized appreciation                                 29,199     18,017
 Deferred compensation                                    14,670     12,928
 Other                                                    34,348     18,651
                                                        --------    -------

  Total gross deferred income tax asset                  358,361   178,504 
                                                        --------  ---------
Deferred income tax liabilities:                                           
 Deferred policy acquisition costs                      (120,536) (120,585)
 Net unrealized appreciation on available-for-sale 
  securities                                             (58,811)  (36,394)
 Net unrealized investment appreciation from
  acquisitions                                           (38,421)        - 
 Reinsurance receivable                                  (41,738)  (14,686)
 Value of business acquired                              (93,105)        - 
 Other                                                   (22,664)   (8,176)
                                                         -------   --------
  Total gross deferred tax liability                    (375,275) (179,841)
                                                         -------   --------
  Net deferred income tax liability                     $(16,914)  $(1,337)
                                                         =======   ========
</TABLE>
            The Company is required to establish a "valuation allowance" for any
portion of the deferred tax asset that management believes will not be
realized.  In the opinion of management, it is more likely than not that it
will realize the benefit of the deferred tax assets, and, therefore, no such
valuation allowance has been established.

            Federal Income tax returns for the Company for years through 1989 
are closed to further assessment of taxes.  The Internal Revenue Service is
examining federal income tax returns of the Company for 1990 through 1994. 
Management believes adequate provisions have been made for any additional taxes
which may become due with respect to open years.

            Income taxes paid by the Company totaled $42.8 million, $45.4 
million and $51.9 million in the years ended December 31, 1997, 1996 and 1995,
respectively.

(7)     Employee Benefit Plans

  Defined Benefit Plans

  The Company has defined benefit pension plans which covered substantially
all of the Company's employees, as well as employees of certain other
subsidiary companies of AMHC. The plans provided for benefits based upon years
of service and the employee's compensation. The Company froze the defined
benefit pension plans effective December 31, 1995, and has recognized its
portion of a curtailment gain amounting to $6.2 million, or $3.1 million after
federal excise taxes. Effective January 1, 1996, the defined benefit pension
plans were replaced by a defined contribution savings and retirement plan which
also replaced the Company's defined contribution pension plans. The Company has
recorded a prepaid pension asset of $6,901,000 and $6,757,000 at December 31,
1997 and 1996, respectively.  The Company's portion of net pension (benefit)
cost was ($951,000), ($954,000), and $696,000 for 1997, 1996 and 1995,
respectively.  The Company had settlements under the defined benefit plan and
recognized a loss under SFAS 88 of approximately $796,000 in 1997.

<PAGE>
Defined Contribution Pension Plans

  The Company had three defined contribution 401(k) plans which covered
substantially all employees. The Company's total contribution under the plans
amounted to $0.4 million in the  year ended December 31, 1995.  Effective
January 1, 1996, the defined contribution 401(k) plans together with the
defined benefit pension plans were replaced by a single defined contribution
savings and retirement plan to which total contributions from the Company
amounted to $3.7 million and $2.4 million in 1997 and 1996, respectively. 

 Nonqualified Pension Plan

  The Company has a nonqualified pension plan covering substantially all of
AmerUs Life's career and general agents. Accumulated benefits of the plan are
unfunded and have been included in other liabilities at December 31, 1997, and
December 31, 1996, amounting to $16.7 million, and $13.9 million, respectively. 

 Postretirement Plans

  The Company has postretirement benefit plans which provide certain eligible
participants and dependents with certain medical, dental, and life insurance
benefits.  The Company's plan for medical and life insurance benefits is
combined with that of the subsidiaries of AMHC.  The Company has accrued its
share of the postretirement benefit cost amounting to $7,532,000 and $7,140,000
as an other liability at December 31, 1997 and 1996, respectively.  The
Company's portion of net periodic postretirement benefit expense was $392,000
in 1997 and $612,000 in 1996, respectively.  As of January 1, 1996 the plan was
changed to provide a fixed monthly benefit for medical benefits; accordingly,
information for the health care cost trend rate is not applicable. 

Leveraged Employee Stock Ownership Plan

  The Company has a Leveraged Employee Stock Ownership Plan ("LESOP") which
was sponsored by AmVestors for all full-time employees with one year of
service.    The LESOP acquired AmVestors stock, which was subsequently exchanged
for the Company's stock, through the proceeds of a note payable to American. 
The note bears interest at 7.0% and is payable in annual installments through
December 30, 2002.  The note had an unpaid principal balance of $2,290,693 at
December 31, 1997. The LESOP held 123,909 unallocated shares of the Company's
Class A Common Stock at December 31, 1997.<PAGE>

(8)     Related Party Transactions

  The Company made a capital contribution of $79 million to the non-life
insurance subsidiaries which were then distributed to AmerUs Group in 1996.

  The following summarizes transactions of the Company with affiliates:
<TABLE>
                                                  Years ended December 31,
                                                  --------------------------
                                                 1997        1996         1995
                                                 ----        ----         ----
                                                       (In thousands)
<S>                                          <C>           <C>         <C>
Dividend to AmerUs Group                         $5,012      $4,158      $41,156
Management, administrative, data processing, 
 rent and other services fee 
 income from affiliates                          10,983       7,640       10,423
Commissions paid to affiliates for the sale of         
 insurance products                               1,833         521        1,259
Interest income from financings of affiliates     5,300       6,794        6,000
Investments in bonds and accrued 
 interest of affiliates                               -       7,648       12,868
Contribution of joint venture interests 
 and sale of partnership interests to 
 partnerships in which an affiliate has 
 an interest                                     10,979       1,638       10,957
Purchase of limited partnership interest 
 in which an affiliate has an interest                -       2,160            -
Investments in partnerships and joint 
 ventures in which an affiliate has an 
 interest                                        11,987      18,557        9,625
Purchase of investments backed by the assets 
 of a  trust which acquired loans from an 
 affiliate                                            -      46,755            -
Investments in mortgage loans from 
 affiliated companies and joint ventures         46,004      62,372       63,977
Payable to an affiliate for 
 purchase of commercial mortgage loans at 
 December 31                                          -           -        6,520
Transfer of partnership interests in 
 certain joint ventures to an affiliate               -                    1,697
Purchase of mortgage loans from affiliates      111,361           -            -
Real estate management and mortgage 
 servicing fees charged by an affiliate           2,840       2,528        2,555
</TABLE>
 (9)    Reinsurance

  At December 31, 1997, the Company's maximum retention limit for acceptance
of risk on life insurance was $1 million. The Company has indemnity reinsurance
agreements with various companies whereby insurance in excess of its retention
limits are reinsured. Insurance in-force ceded to nonaffiliated companies under
risk sharing arrangements at December 31, 1997, 1996 and 1995, totaled
approximately $4,102 million, $4,170 million and $2,917 million, respectively. 

  Total life premiums ceded amounted to $16.4 million, $14.8 million and
$14.2 million for the years ended December 31, 1997, 1996, and 1995,
respectively. Total life premiums assumed amounted to $1.4 million,
$1.5 million and $4.9 million, for the years ended December 31, 1997, 1996 and
1995, respectively. 

  At December 31, 1997, Delta Life reinsured 50% of its equity index annuity
reserves amounting to $76.9 million with an unaffiliated reinsurer.

  The Company is contingently liable for the portion of the policies
reinsured under each of its existing reinsurance agreements in the event the
reinsurance companies are unable to pay their portion of any reinsured claim. 
Management believes that any liability from this contingency is unlikely. 
However, to limit the possibility of such losses, the Company evaluates the
financial condition of its reinsurers and monitors concentration of credit
risk.

(10) Commitments and Contingencies

  The Company has agreed to make loans up to $3.5 million to newly formed
partnerships.

  The Company has entered into agreements with various partnerships in which
a subsidiary of AMHC has an interest.  Pursuant to these agreements the Company
is obligated to make future capital contributions to the partnerships of up to
$3,700,000.

  At December 31, 1997, Delta has outstanding two commitments for
conventional mortgage loans.  These commitments totaled $2,460,000 at rates of
8.1% to 8.5%.  The Company also had commitments to purchase $11,033,769 of
securities at rates of 6.68% to 6.82%.

  The Company is party to financial instruments in the normal course of
business to meet the financing needs of its customers having risk exposure not
reflected in the balance sheet. These financial instruments include commitments
to extend credit and standby letters of credit. Commitments to extend credit
are agreements to lend to customers. Commitments generally have fixed
expiration dates and may require payment of a fee. Since many commitments
expire without being drawn upon, the total amount of commitments does not
necessarily represent future cash requirements. At December 31, 1997,
outstanding commitments to extend credit totaled approximately $3.5 million. 

  AmerUs Life is a defendant in a class action lawsuit, Bhat V. Amerus Life
Insurance Company, which was filed in December 1996 in the United States
District Court for the Northern District of California.  The complaint alleges
that AmerUs Life breached the terms of certain life and annuity policies,
breached certain other duties owed to policyowners and violated RICO, when it
allegedly passed an increase in its corporate income taxes (known as the
deferred acquisition costs, or DAC, tax) through to owners of those policies. 
The plaintiff, an insured under a universal life policy issued by Central Life
(the predecessor of AmerUs Life), seeks unspecified actual and punitive damages
and injunctive relief on behalf of himself and all policyowners of AmerUs Life
with universal life, term and "blended" life insurance policies and annuities. 
AmerUs Life denies the allegations contained in the complaint, including the
existence of a legitimate class.  The litigation is in the discovery stage and
is being vigorously defended by AmerUs Life.  A hearing on certification of the
class has not yet been scheduled.  An earlier companion case filed in the same
court in June 1996 was dismissed in October 1997.  

  Despite the Company's vigorous defense of this class action lawsuit and its
denial of any wrongdoing, there can be no assurance that the outcome of this
type of lawsuit will not have a material adverse effect on the Company's
results of operations.

  AmerUs Life  settled a class action lawsuit which was filed in 1995 in the
District Court for Travis County, Texas.  The complaint alleged that sales
presentations and policy illustrations misrepresented that premiums would
"vanish" after a stated number of years, without adequate disclosure of the
effect of changes in the policy dividends.  Although AmerUs Life denied the
allegations contained in such complaint and denied any wrongdoing in connection
with such allegations, AmerUs Life and the plaintiffs entered into a nationwide
settlement of certain market conduct issues for a substantial block of AmerUs
Life's policies.  On September 16, 1997, the court entered an order approving
the certification of the class and the fairness of the settlement.  The
settlement is currently being implemented.

  The eventual costs of any settlement cannot be precisely determined at this
time, but the Company believes that the costs will be within the initially
estimated range of loss of between five and eight million dollars.  The Company
has a reserve of five million dollars for settlement of the case.

  In the ordinary course of business, the Company and its subsidiaries are
also engaged in certain other litigation, none of which management believes is
material to the Company's results of operations.

(11) Stockholders' Equity

  Generally, the stockholders' equity of the Company's insurance subsidiaries
available for distribution to the Company is limited to the amounts that the
insurance subsidiaries' net assets, as determined in accordance with statutory
accounting practices, exceed minimum statutory capital requirements; however,
payments of such amounts as dividends may be subject to approval by regulatory
authorities. In 1998, the Company's insurance subsidiaries could distribute
approximately $80 million in the form of dividends to the Company without prior
approval of such regulatory authorities.

  Stock Option Plans  

  The Company has adopted a stock incentive plan authorizing the issuance of
incentive and non-qualified stock options to employees and officers of the
Company.  The option price per share may not be less than the fair value of the
Company's Class A Common Stock on the date of grant and the term of the option
may not be longer than ten years.  All options have a three year vesting
schedule with one-third of the options granted vesting at the end of each of
the three years.  The Company has reserved 1,400,000 shares and 150,000 shares
of Class A Common Stock for issuance under the Company's Stock Incentive Plan
and Non-Employee Director Stock Plan, respectively.  

<PAGE>
  A summary of the Company's stock option plan as of and for the year ended
December 31, 1997 follows:
<TABLE>


                                                    Weighted
                                Number              Average
                                  of                Exercise
                                Shares              Price
                                -------             --------
<S>                                 <C>               <C>
Options outstanding,
 beginning of year                           -            $    -
Options granted                        684,000             28.09
Conversion of AmVestors
 nonqualified stock options            337,038             18.29
Conversion of AmVestors
 incentive stock options               464,671             20.76
                                      --------             ----- 
Options outstanding,
 end of period                       1,485,709            $23.57
                                     =========            ====== 
            

Options exercisable,
 end of period                         801,709
                                      ========

</TABLE>
  The following table summarizes information about stock options outstanding
under the Company's option plan as of December 31, 1997:
<TABLE>
                                               
                                            Weighted        Weighted
 Range of              Remaining            Average         Average
 Exercise               Options          Contractual        Exercise
 Prices               Outstanding       Life in Years        Price
 --------             -----------       -------------      ---------
<S>                   <C>                  <C>              <C>
 $13.01 - $15.80         150,287              6.25               $14.89
 $16.73 - $18.82          31,602              5.61               $18.60
 $19.15 - $20.08         365,832              8.25               $19.36
 $23.24                  253,988              4.32               $23.24
 $27.88                  664,000              9.58               $27.88
 $35.00                   20,000              9.97               $35.00
                        --------             -----             -----
                       1,485,709              7.94               $23.57
                      ==========              ====             =====

 </TABLE>
    The following table summarizes information about stock options exercisable
under the Company's option plans as of December 31, 1997:
<TABLE>
                                          Weighted
                                          Average
                          Options         Exercise
                        Exercisable       Price
                        -----------       ------
<S>                                <C>
                           150,287       $14.89
                            31,602        18.60
                           365,832        19.36
                           253,988        23.24
                        ----------      -------
                           801,709       $19.72
                        ==========     ========
</TABLE>
    The estimated fair value of options granted in 1997 was $9.86 per share. 
The Company applies Accounting Principles Board Opinion 25 and related
Interpretations in accounting for its stock option plans.  Accordingly, no
compensation expense has been recognized for its option plans.  Had
compensation expense for the Company's option plans been determined based on
the fair value at the grant dates for awards under those plans consistent with
the method prescribed by SFAS 123, the Company's net earnings and diluted
earnings per share for the year ended December 31, 1997 would have been reduced
to the pro forma amounts indicated below:
<PAGE>
<TABLE>
<S>                                              <C>
                 Net earnings (in thousands):                   
                    As reported                          $58,059
                    Pro forma                             57,466
                 Diluted earnings per share:                    
                    As reported                            $2.46
                    Pro forma                              $2.44
</TABLE>
    The fair value of options granted in 1997 was estimated on the date of
grant using the Black-Scholes pricing model and the following weighted average
assumptions: (i) expected volatility of 25.0%, (ii) risk-free interest rate of
5.56%, (iii) dividend yield of 1.79% and (iv) an expected life equal to the
contractual expiration.

    Stock Appreciation Rights Plan

    On September 15, 1996, the Board of Directors also adopted a Stock
Appreciation Rights Plan (the SAR Plan) and a Restricted Stock Plan.  The SAR
Plan authorized the Board of Directors to grant stock appreciation rights to
employees and officers in tandem with stock options.  A SAR can be exercised
only to the extent the option with respect to which it is granted is not
exercised, and is subject to the same terms and conditions as the option to
which it relates.  Issuance of SAR's is made at the sole discretion of the
Board of Directors. 
<TABLE>

                                                       For the
                                                     Year Ended
                                                  December 31, 1997
                                                  -----------------
<S>                                           <C>
Rights outstanding, beginning of year                    -
Conversion of AmVestors rights                         81,024
                                                      ------- 
Rights outstanding, end of year                         81,024
                                                       =======
</TABLE>
The Company recorded no compensation expense relating to stock appreciation
rights for the year ended December 31, 1997.

    Stock Warrants

    In conjunction with the acquisition of AmVestors, the Company has
outstanding warrants to purchase 477,770 shares of the Company's Class A common
stock.  The warrants are generally exercisable at $24.42 per share and expire
on April 2, 2002.

(12) Statutory Accounting Practices

    The Company's insurance subsidiaries' statutory net income was $58.9
million, $62.4 million and $59.9 million in the years ended December 31, 1997,
1996, and 1995, respectively. The Company's insurance subsidiaries' statutory
surplus and capital was $572.3 million, $283.0 million and $276.3 million at
December 31, 1997, 1996 and 1995, respectively. 

    The Company's insurance subsidiaries are domiciled in Iowa and Kansas and
prepare their statutory-basis financial statements in accordance with
accounting practices prescribed or permitted by those respective state
insurance departments. Prescribed statutory accounting practices include state
laws, regulations, and general administrative rules, as well as a variety of
publications of the National Association of Insurance Commissioners (NAIC).
Permitted statutory accounting practices encompass all accounting practices
that are not prescribed; such practices may differ from state to state, may
differ from company to company within a state, and may change in the future.
The NAIC currently is in the process of codifying statutory accounting
practices, the result of which is expected to constitute the only source of
prescribed statutory accounting practices. Accordingly, that project, which is
expected to be effective in 1999, will likely change, to some extent,
prescribed statutory accounting practices and may result in changes to the
accounting practices that insurance enterprises use to prepare their statutory
financial statements. The Company does not utilize any permitted practices in
the preparation of its statutory-basis financial statements which would have a
material impact on statutory surplus. 

    The respective insurance departments impose minimum risk-based capital
requirements on insurance enterprises that were developed by the NAIC. The
formulas for determining the amount of risk-based capital (RBC) specify various
weighting factors that are applied to financial balances or various levels of
activity based on the perceived degree of risk. Regulatory compliance is
determined by a ratio (the Ratio) of the enterprise's regulatory total adjusted
capital, as defined by the NAIC, to its authorized control level, RBC, as
defined by the NAIC. Enterprises below specific trigger points or ratios are
classified within certain levels, each of which requires specified corrective
action. The life insurance subsidiaries exceed the authorized control level RBC
requirements.

(13)    Financial Instruments

    The Company utilizes a variety of off-balance-sheet financial instruments
as part of its efforts to hedge and manage fluctuations in the market value of
its portfolio of available-for-sale securities, attributable to changes in
general interest rate levels, and to manage duration mismatch of assets and
liabilities. Those instruments include interest rate exchange agreements
(swaps, caps and swaptions) and involve elements of credit and market risks in
excess of the amounts recognized in the accompanying financial statements at a
given point in time. The contract or notional amounts of those instruments
reflect the extent of involvement in the various types of financial
instruments. 

    The Company's exposure to credit risk is the risk of loss from a
counterparty failing to perform according to the terms of the contract. That
exposure includes settlement risk (i.e., the risk that the counterparty
defaults after the Company has delivered funds or securities under terms of the
contract) that would result in an accounting loss and replacement cost risk
(i.e., the cost to replace the contract at current market rates should the
counterparty default prior to settlement date). To limit exposure associated
with counterparty nonperformance on interest rate exchange agreements, the
Company enters into master netting agreements with its counterparties. 

    The credit risk on all financial instruments, whether on or off the balance
sheet, is controlled through an on-going credit review, approval, and
monitoring process. The Company determines, on an individual counterparty
basis, the need for collateral or other security to support financial
instruments with credit risk and establishes individual and aggregate
counterparty exposure limits. 

    The Company's outstanding derivative positions shown in notional or
contract amounts, along with their carrying value and estimated fair values,
are summarized as follows: 
<PAGE>
<TABLE>     
                                                    December 31, 1997
                                                 -------------------------------
                                              Notional   Carrying     Fair
                                               amount     value     value
                                              --------   --------    ------
                                                       (In thousands)
<S>                                        <C>          <C>       <C>
Interest rate caps                           $1,050,000    $2,117   $2,062 
Pay 3 month LIBOR                                50,000         -     (144)
Options                                             160       643      643 
Futures                                               2         -   (2,402)
                                             ----------    ------    ----- 
                                             $1,100,162    $2,760     $159 
                                             ==========    ======    ===== 
</TABLE

</TABLE>
<TABLE>

                                                    December 31, 1996
                                              -----------------------------
                                                Notional Carrying     Fair
                                                 amount   value     value
                                                --------  -------  -------
                                                       (In thousands)
<S>                                         <C>        <C>       <C>
Interest rate caps                             $500,000   $4,056    $3,269 
Swaptions                                       255,000    5,102     4,793 
Received fixed                                  150,000    6,516     6,516 
Pay fixed                                        75,000     (621)     (621)
                                               --------   -------   -------
 
                                               $980,000  $15,053   $13,957 
                                               ========  =======   ======= 
    
</TABLE>
Interest Rate Exchange Agreements

  The Company enters into interest rate exchange agreements to reduce and
manage interest rate risk associated with individual assets and liabilities and
its overall aggregate portfolio. The interest rate swap agreement, which
expires in 2002, generally involves the exchange of fixed and floating rate
interest payments, without an exchange of the underlying principal. The
interest rate cap agreements, which expire between 2000 and 2003, involve the
payment of a maximum fixed interest rate when an indexed rate exceeds that
fixed rate. Swaption agreements involve the right to enter into a swap
transaction at a pre-specified price.  These agreements are used in conjunction
with interest rate caps to protect against rising rates.  The amounts to be
received or paid pursuant to those agreements are accrued and recognized in the
accompanying consolidated statements of income through an adjustment to
investment income over the life of the agreements. The net effect on income
from amortization and interest paid or received was a decrease of $0.5 million
in 1997, and increases of $0.9 million and $1.5 million for the years ended
December 31, 1996 and 1995, respectively.   Gains or losses realized on closed
or terminated agreements accounted for as hedges are deferred and amortized to
investment income on a constant yield basis over the shorter of the life of the
agreements or the expected remaining life of the underlying assets or
liabilities. 

  The following table shows unrealized gains and losses on derivative
positions. 
<TABLE>                                              December 31, 1997   
                                                  -----------------------      
                                                                           Net
                                          Total                        unrealized
                                        notional  Unrealized  Unrealized gains 
                                          value    gains         losses   (losses)
                                         --------- ----------   --------- -----
                                                        (In thousands)
<S>                                      <C>           <C>      <C>     <C>
 Pay 3 month LIBOR                         $50,000        $       $144    $(144)
 Interest rate caps                      1,050,000         -        55      (55)
 Options                                       160         -         -        - 
 Futures                                         2         -     2,402   (2,402)
                                        ----------       ---    ------ -------- 
                                        $1,100,162        $-    $2,601  $(2,601)
                                        ==========       ===    ====== ======== 

</TABLE>
<PAGE>
<TABLE>
                                                     December 31, 1996
                                           -------------------------------------
                                                                         Net
                                           Total                       unrealized
                                           notional UnrealizedUnrealized gains
                                           value      gains      losses (losses)
                                          -------    --------   --------------
                                                       (In thousands)
<S>                                    <C>          <C>      <C>       <C>      
 Received fixed                           $150,000    $4,744    $        $4,744 
 Pay fixed                                  75,000         -        62      (62)
 Interest rate caps                        500,000               1,566   (1,566)
 Swaptions                                 255,000         -         -        -
                                          --------    ------    ------   ------ 
                                          $980,000    $4,744    $1,628   $3,116 
                                          ========    ======    ======   ====== 
</TABLE>
  The Company is exposed to credit loss in the event of nonperformance by
counterparties on interest rate cap and interest rate swap agreements. The
Company does not anticipate nonperformance by any of these counterparties. The
credit risk associated with such agreements is minimized by purchasing such
agreements from financial institutions with long-standing, superior performance
records. The amount of such exposure is essentially their replacement cost,
which is approximated by the unrealized gains in such contracts. 

  The Company has no current exposure to the counterparty when a contract
contains an unrealized loss. 
<PAGE>
<TABLE>
          Maturity Schedule by Year for Derivative Products
                               1998     1999   2000       2001     2002       2003     2004
                               ----     ----   ----       ----     ----       ----     ----
                                          (Dollars in thousands)
<S>                       <C>      <C>     <C>      <C>        <C>        <C>        <C>
 Pay fixed swaps:                                                               
 Notional amount             $-       $-      $-        $-       $50,000        $-       $-
Weighted average:                                                               
 Receive rate                 5.988%   5.938% 5.938%   5.938%    5.938%  -%   -%
 Pay rate (A)                 5.875%   5.875% 5.875%   5.875%    5.875%  -%   -%
Interest rate caps:                                                               
 Notional amount 
   (in thousands)            $-       $-    $450,000    $-       $-       $600,000       $-
Options                      $-       $-      $-        $-       $-             $-     $160
Futures                      $2       $-      $-        $-       $-             $-       $-         
Total notional value of 
 swaps, caps and swaptions 
 (in thousands)              $2       $-    $450,000    $-       $50,000  $600,000     $160
-------------

(A) The actual variable rates in the agreements are based on three-month LIBOR, and the table assumes
    that such rates will remain constant at December 31, 1997 levels. To the extent that actual rates
    change, the variable interest rate information will change accordingly.

</TABLE>
<PAGE>
(14)  Acquisitions

On October 23, 1997, the Company acquired all of the outstanding capital stock
of Delta in exchange for cash of approximately $165 million.  The acquisition
was accounted for using the purchase method of accounting with goodwill of
$69.4 million established which is being amortized on a straight-line basis
over 30 years. The operations of Delta for the period from October 23, 1997
through December 31, 1997 have been included in the consolidated statement of
income of the Company.

On December 19, 1997, the Company acquired AmVestors in a stock exchange valued
at approximately $350 million.  The acquisition was accounted for using the
purchase method of accounting with goodwill of $152.9 million established which
is being amortized on a straight-line basis over 30 years.  The operations of
AmVestors for the period of December 19, 1997 through December 31, 1997 have
been included in the consolidated statement of income of the Company.

The following table sets forth certain pro forma operating data of the Company
for the years ended December 31, 1997 and 1996.  This pro forma data assumes
the acquisitions of Delta and AmVestors occurred on January 1, 1997 and 1996,
respectively.
<PAGE>
<TABLE>

                                       For the year ended December 31,
                                      ---------------------------------
                                            1997           1996
                                         -------         ------
                                   (In thousands, except per share data)
<S>                                    <C>             <C>
Pro forma operating data:

Total revenue                           $712,400       $859,700     
Net income                               $75,000        $87,000

Diluted earnings per share of
common stock                               $2.14          $2.48
                                           =====         ======
</TABLE>
(15) Earnings per Share

<TABLE>

                                                          For the Year Ended December 31,
                                                          ----------------------------------------------------------------------
                                        1997                        1996                    1995
                              -------------------------    -----------------------   ----------------------
                                       Number   Per                Number           Per  Number     Per
                              Net        of    Share      Net       of   Share       Net   of     Share
                            Income     Shares   Amount  Income    SharesAmount     Income  Shares  Amount
                              --------------------------  ------------------------   --------------------
                                                  (in thousands, except per share amounts)
<S>                        <C>       <C>       <C>     <C>      <C>       <C>   <C>      <C>       <C>
Basic EPS
     Net income              $58,059    23,537    $2.47   $74,173  23,156   $3.20  $69,348  23,156   $2.99

Effect of dilutive 
  securities
     Options                       -        29     -            -       -    -           -       -    -
     Warrants                      -         5     -            -       -    -           -       -    -
     Stock appreciation                       
          rights                   -         1     -            -       -    -           -       -    -
                             -------    ------    -----   -------  ------   -----  -------  ------    ----
Diluted EPS                  $58,059    23,572    $2.46   $74,173  23,156   $3.20  $69,348  23,156   $2.99
                             =======    ======    =====   =======  ======   =====  =======  ======    ====<PAGE>
</TABLE>
(16)  Value of Business Acquired
      (In thousands)

<TABLE>                                                               
<S>                                                                    <C>
    Balance, January 1, 1997                                           $      - 
    Value of business acquired during the year                         268,804 
    Amortization of VOBA asset                                          (2,790)
    Balance, December 31, 1997                                         -------- 
                                                                       $266,014 
                                                                       ======== 
</TABLE>
    Amortization is recognized in proportion to expected future gross profits
over a 20 year period and is based on the average interest crediting rates
which range from 4.1% to 6.0% for 1997 and over the next five years.   The
estimated amortization for the next five years is as follows:

                                  1998              28,064
                                  1999              33,252
                                  2000              31,764
                                  2001              30,855
                                  2002              27,336

(17)Fair Value of Financial Instruments

    SFAS 107, "Disclosures about Fair Values of Financial Instruments,"
requires disclosures of fair value information about financial instruments,
whether recognized or not recognized in a company's balance sheet, for which it
is practicable to estimate that value. In cases where quoted market prices are
not available, fair values are based on estimates using discounted cash flow or
other valuation techniques. Those techniques are significantly affected by the
assumptions used, including the discount rates and estimates of the amount and
timing of future cash flows. SFAS 107 excludes certain insurance liabilities
and other non-financial instruments from its disclosure requirements. The fair
value amounts presented herein do not include an amount for the value
associated with customer or agent relationships, the expected interest margin
(interest earnings over interest credited) to be earned in the future on
investment-type products, or other intangible items. Accordingly, the aggregate
fair value amounts presented herein do not necessarily represent the underlying
value of the Company; likewise, care should be exercised in deriving
conclusions about the Company's business or financial condition based on the
fair value information presented herein. 

    The Company closely monitors the level of its insurance liabilities, the
level of interest rates credited to its interest sensitive products, and the
assumed interest margin provided for within the pricing structure of its other
products. Those amounts are taken into consideration in the Company's overall
management of interest rate risk that attempts to minimize exposure to changing
interest rates through the matching of investment maturities with amounts
expected to be due under insurance contracts. As such, the Company believes
that it has reduced the volatility inherent in its fair value adjusted
stockholders' equity, although such volatility will not be reduced completely.
The Company has used discount rates in the determination of fair values for its
liabilities that are consistent with market yields for related assets. The use
of the asset market yield is consistent with management's opinion that the
risks inherent in the Company's asset and liability portfolios are similar, and
the fact that fair values for both assets and liabilities generally will react
in much the same manner during periods of interest rate changes. However, that
assumption might not result in fair values that are consistent with values
obtained through an actuarial appraisal of the Company's business or values
that might arise in a negotiated transaction. 

    The following presentation reflects fair values for those instruments
specifically covered by SFAS 107, along with fair value amounts for those
traditional insurance liabilities for which disclosure is permitted but not
required; the fair values for all other assets and liabilities have been
reported at their carrying amounts. 

Valuation Methods and Assumptions

    The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:

<PAGE>
    Cash, short-term investments, policy loans, accrued investment income: the
    carrying amounts for these instruments approximate their fair values. 

    Fixed maturities and equity securities:  fair values for bonds are based on
    quoted market prices or dealer quotes. If a quoted market price is not
    available, fair value is estimated using values obtained from independent
    pricing services or, in the case of private placements, are estimated by
    discounting expected future cash flows using a current market rate
    applicable to the yield, credit quality, and maturity of the investments.
    The fair values for preferred and common stocks are based on quoted market
    prices. 

    Mortgage loans on real estate:  for all performing fixed interest rate
    loans, the estimated net cash flows to maturity were discounted to derive
    an estimated market value. The discount rate used was based on the
    individual loan's remaining weighted average life and a basis point spread
    based on the market conditions for the type of loan and credit quality.
    These spreads were over the December 31, 1997, United States treasury yield
    curve. Performing variable rate commercial loans and residential loans were
    valued at the current outstanding balance. Loans which have been
    restructured, are in foreclosure, are significantly delinquent, or are to
    affiliates were valued primarily at the lower of the estimated net cash
    flows to maturity discounted at a market rate of interest or the current
    outstanding principal balance. 

    Hedging instruments:  fair values for derivative securities are based on
    pricing models or formulas using current assumptions and are classified as
    other assets or other liabilities. 

    Policy reserves:  fair values of the Company's liabilities under contracts
    not involving significant mortality or morbidity risks (principally,
    annuities) are stated at the cost the Company would incur to extinguish the
    liability; i.e., the cash surrender value. 

    Debt:  fair values for debt are estimated using discounted cash flow
    analysis based on the Company's current incremental borrowing rate for
    similar types of borrowing arrangements. 

    The carrying amounts of other financial assets, dividends payable to
    policyowners, and policy reserves including significant mortality or
    morbidity risks approximate their fair values. 

    The estimated fair values of the Company's significant financial
    instruments are as follows:
<TABLE>
                                              December 31,
                           --------------------------------------------------
                                     1997                     1996
                            ----------------------   --------------------
                             Carrying   Estimated     Carrying    Estimated
                              amount    fair value    amount     fair value
                           ---------    -----------   --------   ------------
                                             (in thousands)
<S>                      <C>           <C>         <C>        <C>
Financial assets:                                                          
 Securities available-for-sale:                                            
   Fixed maturity           $6,851,427  $6,851,427   $2,414,807  $2,414,807 
                            ==========  ==========   ==========  ========== 
 
 Equity securities             $61,480     $61,480      $64,033     $64,033 
                            ==========  ==========   ==========  ========== 
 
 Short-term investments        $12,595     $12,595      $13,288     $13,288 
                            ==========  ==========   ==========  ========== 

 Fixed maturity securities
   held for trading purposes   $22,955     $22,955      $     -     $     - 
                            ==========  ==========   ==========  ========== 

 Mortgage loans on real 
   estate                     $462,473    $466,471     $225,743    $231,337 
                            ==========  ==========   ==========  ========== 

 Interest rate swaps:                                                       
 Net receivable position            $-          $-       $6,516      $6,516 
                            ==========  ==========   ==========  ========== 

 Net payable position               $-      $(144)        $(621)      $(621)
                            ==========  ==========   ==========  ========== 

 Interest rate caps             $2,117      $2,062       $4,056      $3,269 
                            ==========  ==========   ==========  ========== 

Swaptions                           $-          $-       $5,102      $4,793 
                            ==========  ==========   ==========  ========== 

Options                           $643        $643       $     -     $     -
                             =========  ==========    ==========  ==========

Futures                             $-     $(2,402)      $     -     $     -
                             =========  ==========    ==========  ==========

Financial liabilities 
 policy reserves for 
 annuities                  $6,244,677  $6,130,925    $1,460,118  $1,428,141
                            ==========  ==========    ==========  ==========

Debt                          $266,435    $266,435      $188,381    $188,381
                            ==========  ==========    ==========  ==========
</TABLE>
(18)   Quarterly Results (Unaudited)

1997 Quarter Data
<TABLE>
                                               Quarter Ended
                                 --------------------------------------
                                March 31    June 30   September 30 December 31
                               ----------   --------   ----------- ------------
                    (dollars in thousands, except earnings per common share)
<S>                          <C>          <C>        <C>       <C>
Total revenues (excluding 
     realized gains)             $76,059    $75,452     $81,838    $113,695

Realized gains                    $5,259     $4,264      $4,987      $(719)

Total benefits and expenses      $61,142    $59,908     $64,762     $96,642

Net income                       $14,580    $14,442     $16,475     $12,562

Weighted average number of 
     common shares  
     -    basic               23,155,989 23,155,989  23,155,989  24,666,285

Weighted average number of 
     common shares
     -    diluted             23,155,989 23,155,989  23,155,989  24,774,973

Earnings per common share 
     - basic                      $0.63     $0.62        $0.71       $0.51

Earnings per common share 
     - diluted                    $0.63     $0.62        $0.71       $0.50

</TABLE

</TABLE>
<TABLE>
1996 Quarterly Data
                                             Quarter Ended
                                      ----------------------------
                               March 31   June 30    September 30 December 31
                              ----------  --------   ------------ -----------
                    (dollars in thousands, except earnings per common share)
<S>                         <C>          <C>        <C>         <C>
Total revenues (excluding 
     realized gains)            $150,350   $145,574     $68,074     $72,359

Realized gains (losses)          $58,740     $5,669    $(1,854)      $3,428

Total benefits and expenses     $139,473   $131,857     $54,420     $59,602

Net income                       $44,790    $11,671      $6,483     $11,229

Weighted average number of 
     common share             23,155,989 23,155,989  23,155,989  23,155,989

Earnings per common share 
     - basic and diluted           $1.93      $0.51       $0.28       $0.48


</TABLE>







                           AMERUS LIFE HOLDINGS, INC.
              INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES


Schedule                                                                  Page
--------                                                                  ----

Independent Auditors' Report on Schedules                                    S-2

   I Summary of Investments - Other than Investments 
     in Related Parties                                          S-3 through S-4
  II Condensed Financial Information of Registrant              S-5 through S-11
 III Supplementary Insurance Information                                    S-12
  IV Reinsurance                                               S-13 through S-14
   V Valuation and Qualifying Accounts                                      S-15

All other schedules are omitted for the reason that they are not required,
amounts are not sufficient to require submission of the schedule, or that the
equivalent information has been included in the consolidated financial
statements, and notes thereto.
<PAGE>
                   INDEPENDENT AUDITORS' REPORT ON SCHEDULES
                                        
The Board of Directors and Stockholders'
AmerUs Life Holdings, Inc.:

  Under date of February 13, 1998 we reported on the consolidated balance
sheets of AmerUs Life Holdings, Inc. and subsidiaries as of December 31, 1996
and 1995, and the related consolidated statements of income, stockholder's
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, as contained in Part II, Item 8 of the annual report on Form
10-K for the year 1997

  In connection with our audits of the aforementioned consolidated financial
statements, we also have audited the related consolidated financial statement
schedules as listed in the accompanying index.  These financial statement
schedules are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statement schedules
based on our audits.

  In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.


       KPMG Peat Marwick LLP

Des Moines, Iowa
February 13, 1998
<PAGE>
                           AMERUS LIFE HOLDINGS, INC.
                                   SCHEDULE I
                             SUMMARY OF INVESTMENTS
                   OTHER THAN INVESTMENTS IN RELATED PARTIES
<TABLE>

                                                                 Amount at
                                                                   which   
                                        Amortized        Market  Shown in the
Type of Investment                         Cost         Value  Balance Sheet
------------------                       ---------    --------  -----------    
                                             (In thousands)
<S>                                     <C>          <C>       <C>
December 31, 1997
Fixed Maturities:
  Bonds
    United States Government and government 
       agencies and authorities           $2,367,725   $2,389,292$2,389,292
    States, municipalities and
       political subdivisions                  9,563        9,623     9,623
    Foreign governments                       68,592       71,171    71,171
    Public utilities                         395,271      409,452   409,452
    Convertibles and bonds with
       warrants attached                           -            -         -
    All other corporate bonds              3,825,242    3,905,413 3,905,413
    Redeemable preferred stock                87,389       89,431    89,431
                                          ----------   ----------  --------
       Total fixed maturities             $6,753,782   $6,874,382$6,874,382

Equity securities:
  Common stocks
    Public utilities                         $     0      $     0   $     0
    Banks, trust and insurance companies      33,633       33,633    33,633
    Industrial, miscellaneous and all 
       other                                   4,930        4,930     4,930
  Nonredeemable preferred stocks              21,699       22,917    22,917
                                             -------      -------   -------
       Total equity securities               $60,262      $61,480   $61,480
                                             -------      -------   -------
Mortgage loans on real estate               $462,473               $462,473
Real estate                                    8,670                  8,670
Policy loans                                 117,865                117,865    
Other long-term investments                  158,073                158,073
Short-term investments                        12,595                 12,595
                                          ----------             ----------
    Total investments                     $7,573,720             $7,695,538
                                          ==========             ==========
/TABLE
<PAGE>
                          AMERUS LIFE HOLDINGS, INC.
                                 SCHEDULE II
                CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                       
                           CONDENSED BALANCE SHEET
                               (Parent Company)
                          December 31, 1997 and 1996
                                       
                                       
<TABLE>
<S>                                                  <C>        <C>
  Assets                                                    1997      1996 
  ------                                                    ----      ---- 
                                                           (In thousands)
Investments:
  Securities available-for-sale at fair value:
  Fixed maturity securities                                $3,955  $      -
Investments in subsidiaries, at equity                  1,230,664   582,451
Other investments                                          50,011    50,000
Cash                                                       12,402        80
Accrued Investment income                                   4,759       259
Other assets                                                2,519     2,743
                                                       ----------  --------
  Total assets                                         $1,304,310  $635,533
                                                       ==========  ========
  Liabilities and Stockholders' Equity
  ------------------------------------

Liabilities:
  Accrued expenses                                       $      -      $580
  Income tax payable                                      (2,155)         -
  Deferred income taxes                                         -        32
  Other liabilities                                        39,814     2,411
  Debt (note 2)                                           338,660   175,000
                                                         --------  --------
  Total liabilities                                       376,319   178,023
                                                       ----------  --------
Stockholders' equity:
  Preferred stock, no par value,
    20,000,000 shares authorized,
    none issued                                                           -
  Common stock, Class A, no par value,
    75,000,000 shares authorized, issued
       and outstanding 29,734,918 shares 
       in 1997 and 14,500,000 shares in 1996               29,735    14,500
  Common stock, Class B, no par value,
    50,000,000 shares authorized,
    5,000,000 shares issued and outstanding                 5,000     5,000
  Paid-in-capital                                         383,686         -
  Retained earnings                                       453,823   402,710
  Unrealized appreciation                                  55,747    35,300
                                                       ----------  --------
    Total stockholders' equity                            927,991   457,510
                                                       ----------  --------
    Total liabilities and stockholders' equity         $1,304,310  $635,533
                                                       ==========  ========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
                          AMERUS LIFE HOLDINGS, INC.
                                       
                CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                       
                        CONDENSED STATEMENT OF INCOME
                               (Parent Company)
                    Years Ended December 31, 1997 and 1996
                                       
                                       
                                       
                                                                            
<TABLE>
                                                            1997      1996 
                                                            ----      ---- 
                                                           (In thousands)
<S>                                                     <C>      <C>
  Revenues:
    Equity in undistributed earnings of subsidiaries     $60,942   $74,114 
    Net investment income                                 13,255       259 
    Other income                                           1,107     1,000 
                                                         -------   ------- 
                                                          75,304    75,373 

  Expenses:
  Operating expenses                                      18,527     1,168 
                                                         -------   -------     
                                                          18,527     1,168 
                                                         -------   ------- 
  Income before income tax expense                        56,777    74,205 
  Income tax benefit (expense)                             1,282       (32)
                                                         -------   ------- 
  Net income                                             $58,059   $74,173 
                                                         =======   ======= 
</TABLE>
See accompanying notes to condensed financial statements.<PAGE>
                     
                      AMERUS LIFE HOLDINGS, INC.
                                       
                CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                       
                  CONDENSED BALANCE STATEMENT OF CASH FLOWS
                               (Parent Company)
                    Years ended December 31, 1997 and 1996
                                       

<TABLE>
                                                        1997          1996
                                                        ----          ----
<S>                                                 <C>               <C>
Cash flows from operating activities:
  Net income                                        $58,059           $74,173 
  Adjustments to reconcile net income to 
     net cash provided by operating activities 
     Equity in undistributed earnings               (60,942)          (74,114)
  Change in:
     Accrued investment income                       (4,500)             (259)
     Income taxes                                    (2,187)               32 
     Other, net                                      10,701               248 
                                                   --------           --------

     Net cash used by operating activities            1,131                80 
                                                   --------           --------

Cash flows from investing activities:
  Purchase of other investments                      (3,966)          (50,000)
  Cash paid for acquisitions                       (212,084)                - 
                                                   --------           --------

     Net cash used in investing activities         (216,050)          (50,000)
                                                   --------           --------

Cash flows from financing activities:
  Change in debt, net                               163,660           175,000 
  Capital contribution to subsidiaries                    -          (125,000)
                                                   --------           --------
     Dividends from subsidiary                       15,000                  -
  
  Net proceeds from initial public                          
     stock offering                                  55,027                 - 

  Dividends paid to stockholders                     (6,446)                - 

     Net cash provided by financing activities      227,241            50,000 
     Net increase in cash                            12,322                80 

  Cash at beginning of period                            80                 - 
                                                  ---------           ------- 
  Cash at end of period                             $12,402           $    80 
                                                  ========            ======= 
</TABLE>
See notes to accompanying condensed financial statements.<PAGE>
                     
                          AMERUS LIFE HOLDINGS, INC.
                               (Parent Company)

                   Notes to Condensed Financial Statements

(1) Basis of Presentation

  AmerUs Life Holdings, Inc. (the "Company") is the parent company of its
primary subsidiaries, AmerUs Life Insurance Company ("AmerUs Life"), AmVestors
Financial Corporation ("AmVestors") and Delta Life Corporation ("Delta").  The
Company's investment in its subsidiaries is stated at cost plus equity in
undistributed earnings of the subsidiaries.  The Company's share of net income
of its unconsolidated subsidiaries is included in income using the equity
method.  These financial statements should be read in conjunction with AmerUs
Life Holdings, Inc. consolidated financial statements.

(2) Debt

  Debt consists of the following (in thousands):
<TABLE>
                                                             1997    1996
                                                             ----    ----
<S>                                                             <C>  <C>
  Revolving Credit Agreement 
     bearing interest at 6.6%(A):                         $250,000    $      -
  Junior Subordinated debentures bearing interest                 
     at 8.85%(B):                                           88,660           -
  Bank Credit Facility (C):                                       
       Term loan                                                 -     100,000
       Revolving credit loan                                     -      75,000
                                                          --------    --------
                                                          $338,660    $175,000
                                                          ========    ========

(A) The revolving credit agreement provides for a maximum borrowing of $250
    million with the balance maturing in October 2002.   The interest rate is
    variable, however, the Company may elect to fix the rate for periods from
    30 days to six months.  The loan agreement contains various financial and
    operating covenants which, among other things, limit future indebtedness
    and restrict the amount of future dividend payments.  In addition, the
    Company has pledged 49.9% of the stock of AmerUs Life, the stock of Delta
    and a $50 million note payable to the Company by AmerUs Life.

(B) The Company issued $88.66 million of junior subordinated debentures to a
    wholly-owned subsidiary trust in connection with capital securities issued
    by the trust.  The debentures bear interest at the rate of 8.85% and
    mature February 1, 2027.

(C) The bank credit facility was retired in 1997.

</TABLE
  Maturities of long-term debt are as follows for each of the five years
ending December 31:

</TABLE>
<TABLE>
    Year ending December 31:                                 (In thousands)
    ------------------------                                 --------------
<S>                                                             <C>
       1998                                                        $      -
       1999                                                               -    
       2000                                                               -
       2001                                                               -
       2002                                                         250,000
       Thereafter                                                    88,660
                                                                   --------
                                                                   $338,660
                                                                   ========

/TABLE
<PAGE>
                                                   

                                      AMERUS LIFE HOLDINGS, INC.
                                             SCHEDULE III
                                  SUPPLEMENTARY INSURANCE INFORMATION
                         FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
                           Future
                           policy
                        benefits,            Other                         Benefits,Amortization of
                Deferred  losses,            Policy                        claims,   deferred     
                 policy   claims &          claims &           Net in-    losses &    policy  Other
               acquisition loss   Unearned  benefits   Premium  vestment  settlement acquis. operating  Prem.
                  cost  expenses(1) premiums payable(2) revenue  income     expenses  costs  expenses written
                --------  -------   ------- -------    -------  -------   ---------- --------- ------- -------
<S>           <C>        <C>       <C>      <C>      <C>     <C>        <C>        <C>      <C>       <C>
Segment
--------
Life Insurance

  12/31/97(3)   $262,661 $8,757,156    -    $10,514  $254,272  $338,190   $463,792  $52,457  $73,247  n/a
  12/31/96(3)   $295,716 $3,612,445    -    $11,804  $246,791  $286,213   $421,352  $58,572  $62,894  n/a
  12/31/95      $267,711 $3,621,537    -    $16,617  $244,087  $285,244   $424,034  $50,239  $58,655  n/a

________________________

(1)Includes policy reserves, policyholder funds, and dividends payable
(2)Policy and contract claims
(3)Includes Closed Block amounts
/TABLE
<PAGE>
                AMERUS LIFE HOLDINGS, INC.
                                 SCHEDULE IV
                                 REINSURANCE
             FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                                       
<TABLE>
                                                                       Percentage
                                     Ceded to      Assumed              of amount
                           Gross       Other      From Other    Net     assumed to
                          Amount     Companies     Companies  Amount       Net
                          ------    ----------    -----------  ------  ------------
                                            (Dollars in thousands)
<S>                     <C>          <C>          <C>      <C>           <C>
Year ended December 31, 1997
     Life insurance in 
     force                 $30,312,097  $4,102,216  $500,613 $26,710,494     1.85%
                           ===========  ==========  ======== ===========     ====
  Premiums
     Life insurance premiums 
        and charges           $106,909      16,716     1,375      91,568     0.44%
     Accident and health 
        insurance                1,502       1,332         -         170        -%
                              --------     -------    ------    --------      ---
  Total premiums              $108,411     $18,048    $1,375     $91,738     0.44%
                              ========     =======   =======    ========     ====
Year ended December 31, 1996
     Life insurance in 
     force                 $29,456,101  $4,170,418  $446,785 $25,732,468     1.88%
                           ===========  ==========  ======== ===========     ====
  Premiums
     Life insurance premiums 
        and charges           $201,138      14,790     1,475     187,823      .48%
     Accident and health 
        insurance                2,154       1,915         -         239        -%
                              --------     -------    ------    --------      ---
  Total premiums              $203,292     $16,705    $1,475    $188,062      .48%
                              ========     =======    ======    ========     ====
<PAGE>
Year ended December 31, 1995
  Life insurance in 
     force                 $29,654,671  $3,814,429   $56,226 $25,896,468     0.21%
                           ===========  ==========   ======= ===========     ====
  Premiums
     Life insurance premiums
          and charges         $310,781     $14,186    $4,862    $301,457     1.61%
     Accident and health 
        insurance                2,596       2,361         4         239     1.49%
                              --------     -------    ------    --------     ----
  Total premiums              $313,377     $16,547    $4,866    $301,696     1.61%
                              ========     =======    ======    ========     ====

/TABLE
<PAGE>
                          AMERUS LIFE HOLDINGS, INC.
                                  SCHEDULE V
                      VALUATION AND QUALIFYING ACCOUNTS
                             FOR THE YEARS ENDED 
                       DECEMBER 31, 1997, 1996 AND 1995
                                       
<TABLE>
                                            Charged to   Deductions-
                                               other     provisions on
                     Balance at    Charged toaccounts-     mortgages Balance at
Description         beginning of   costs and  mortgages       sold     end of
Mortgage Loans        period       expenses    acquired  transferred   period
--------------     ------------    ---------------------  ----------  --------
                                       (In thousands)
<S>                <C>             <C>          <C>        <C>      <C>
  1997               $11,622         $(856)    $4,568         $(50)  $15,284
  1996               $30,067       $(4,029)    $    -     $(14,416)  $11,622
  1995               $65,549          $622     $    -     $(36,104)  $30,067
</TABLE>