Prospectus Supplement to Prospectus dated July 15, 2005

6,000,000 Shares

AmerUs Group Co.

Series A Non-Cumulative Perpetual Preferred Stock

($25 Liquidation Preference)

       We are offering 6,000,000 shares of our Series A Non-Cumulative Perpetual Preferred Stock, with no par value, which we refer to in this prospectus supplement as the “Shares.” When, as and if declared by the board of directors or a duly authorized committee of the board, dividends will be payable quarterly in arrears on the 15th day of each March, June, September and December, commencing on December 15, 2005, on a non-cumulative basis at a rate per annum equal to 7.25% applied to the liquidation preference of $25 per share. Subject to certain restrictions described under “Description of the Shares,” we may redeem the Shares in whole at any time prior to September 15, 2010 or in whole or in part at any time on or after September 15, 2010, as described in this prospectus supplement.

       We have applied to list the Shares on the New York Stock Exchange under the symbol “AMH Pr” and expect trading to begin within 30 days of September 26, 2005, the original issue date.

       See “Risk Factors” beginning on page S-12 of this prospectus supplement and page 5 of the accompanying prospectus to read about important factors you should consider before buying the Shares.

       None of the Securities and Exchange Commission, any state securities commission, the Iowa Commissioner of Insurance or any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

       We have granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of the Series A Non-Cumulative Perpetual Preferred Stock on the same terms and conditions as set forth above.

       The underwriters expect to deliver the Shares through the facilities of The Depository Trust Company against payment in New York, New York on September 26, 2005.

Prospectus Supplement dated September 21, 2005

ABOUT THIS PROSPECTUS SUPPLEMENT

       You should rely only upon the information contained in this prospectus supplement, the accompanying prospectus and the documents they incorporate by reference. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. Neither we nor the underwriters are making an offer to sell the Shares in any jurisdiction where the offer or sale is not permitted. You should assume the information appearing in this prospectus supplement and the accompanying prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

       This prospectus supplement contains the terms of this offering of Shares. This prospectus supplement may add, update or change information contained or incorporated by reference in the accompanying prospectus. In addition, the information incorporated by reference in the accompanying prospectus may have added, updated or changed information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with any information in the accompanying prospectus (or any information incorporated therein by reference), this prospectus supplement will apply and will supersede such information in the accompanying prospectus.

       It is important for you to read and consider all information contained in this prospectus supplement, the accompanying prospectus and the documents they incorporate by reference in making your investment decision. You should also read and consider the additional information under the caption “Where You Can Find More Information.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

       This prospectus supplement and the accompanying prospectus contain or incorporate statements that are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995.

       Those statements include trend analyses and other information relative to markets for our products and trends in our operations or financial results as well as other statements that can be identified by the use of forward-looking language such as “may,” “should,” “believes,” “expects,” “anticipates,” “plans,” “estimates,” “intends,” “projects,” “goals,” “objectives,” or other similar expressions. Our actual results, performance or achievements could be materially different from the results expressed in, or implied by, those forward-looking statements. Those statements are subject to risks and uncertainties, including but not limited to the risks described in this prospectus supplement, the accompanying prospectus and other documents incorporated by reference. When considering those forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this prospectus supplement and the accompanying prospectus.

       A variety of factors could cause our actual results to differ materially from the expected results expressed in the Company’s forward-looking statements, including those set forth in the risk factors and elsewhere in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference. Factors that may cause our actual results to differ materially from those we contemplate by the forward-looking statements include, among others, the following possibilities:

       There can be no assurance that other factors not currently anticipated by us will not materially and adversely affect our business, financial condition, and results of operations. You are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf. Forward-looking statements speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statement.

WHERE YOU CAN FIND MORE INFORMATION

       We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You may read and copy this information at the following location of the SEC:

       You may also obtain copies of this information at prescribed rates by mail from the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

       The SEC also maintains a web site that contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. The address of that site is www.sec.gov.

       You can also inspect reports, proxy statements and other information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

       We incorporate by reference information into this prospectus supplement, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement. Any information contained in this prospectus supplement or any document incorporated or deemed to be incorporated by reference in this prospectus supplement will be deemed to be modified, superseded or updated to the extent that information contained in this prospectus supplement or any subsequently filed document incorporated or deemed to be incorporated by reference in this prospectus supplement modifies, supersedes or updates such earlier information. Any information so modified, superseded or updated will not be deemed, except as so modified, superseded or updated, to constitute a part of this prospectus supplement. We incorporate by reference the documents listed below and all future documents that we file with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than current reports furnished under items 2.02 and 7.01 of Form 8-K).

       You may request a copy of any filings referred to above, at no cost, by contacting us at the following address or telephone number: James A. Smallenberger, Senior Vice President and Secretary, AmerUs Group Co., 699 Walnut Street, Des Moines, Iowa 50309-3948, telephone number (515) 362-3600.

RISK FACTORS

       Your investment in the Shares involves certain risks. In consultation with your own financial and legal advisers, you should carefully consider, among other matters, the following discussion of risks and the discussion of risks under the caption “Risk Factors” in the accompanying prospectus before deciding whether an investment in the Shares is suitable for you. The Shares are not appropriate investments for you if you are unsophisticated with respect to the significant terms of the Shares or financial matters.

Risk Factors Relating to the Shares

General market conditions and unpredictable factors could adversely affect market prices for the Shares.

       There can be no assurance about the market prices for the Shares. Several factors, many of which are beyond our control, will influence the market value of the Shares. Factors that might influence the market value of the Shares include, but are not limited to:

       Accordingly, if you purchase Shares, whether in this offering or in the secondary market, the Shares may trade at a discount to the price that you paid for them.

Dividends on the Shares are non-cumulative.

       Dividends on the Shares are non-cumulative. Consequently, if our board of directors (or a duly authorized committee of the board) does not authorize and declare a dividend for any dividend period, holders of the Shares will not be entitled to receive any dividend for such dividend period, and such unpaid dividend will cease to accrue and be payable. We will have no obligation to pay dividends accrued for a dividend period after the dividend payment date for such dividend period if our board of directors (or a duly authorized committee of the board) has not declared such dividend before the related dividend payment date, whether or not dividends are declared for any subsequent dividend period with respect to the Shares or any other preferred stock we may issue.

       Unless full dividends for the latest completed dividend period have been declared and paid on the Shares, the terms of the Shares provide that dividends may not be paid or declared on our common stock or other junior stock during a dividend period, and that we may not purchase, redeem or otherwise acquire common stock or junior stock during a dividend period, subject to certain exceptions. Because of these provisions and the fact that dividends on the Shares are non-cumulative, the only dividend period during which we will be precluded from paying dividends on or acquiring common stock or other junior stock after declaring and not paying a dividend on the Shares is the dividend period immediately after the dividend period for which we declared but did not pay dividends on the Shares. Our current common stock dividend policy is to pay dividends once a year in December. The terms of the Shares would permit us to continue to pay our annual common stock dividend in December of each year provided that we pay full dividends on the Shares on the dividend payment date in September of the same year.

       The Shares are equity interests and do not constitute indebtedness. As such, the Shares will rank junior to all of our indebtedness and other non-equity claims on us with respect to assets available to satisfy claims on AmerUs Group Co., including in our liquidation. Our existing and future indebtedness may restrict payments of dividends on the Shares. Additionally, unlike indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of preferred stock like the Shares (1) dividends are payable only when, as and if declared by our board of directors (or a duly authorized committee of the board) and (2) we may only make payments of dividends or of a redemption price out of lawfully available funds.

The voting rights of holders of the Shares will be limited.

       Holders of the Shares have no voting rights with respect to matters that generally require the approval of voting shareholders. The limited voting rights of holders of the Shares include the right to vote as a class on certain fundamental matters that may affect the preference or special rights of the Shares, as described under “Description of the Shares — Voting Rights.” In addition, if we have failed to pay dividends on the Shares and any other class or series of our stock that ranks on parity with Shares as to payment of dividends on six quarterly dividend payment dates after issuance of the shares (whether or not consecutive), the number of directors then constituting our board of directors will be increased by two, subject to the terms and to the limited extent described under “Description of the Shares — Voting Rights.”

Our right to redeem or repurchase the Shares is limited by a covenant we are making in favor of certain of our debtholders.

       By their terms, the Shares may be redeemed by us either in whole at any time on or prior to September 15, 2010 or in whole or in part at any time on or after September 15, 2010. However, at or prior to initial issuance of the Shares, we are entering into a “Declaration of Covenant,” which we refer to as the “Declaration” and which is described under “Description of the Shares — Redemption or Repurchase Subject to Restrictions,” that will limit our right to redeem or repurchase Shares. In the Declaration, we covenant in favor of certain of our debtholders that we will redeem or repurchase Shares only if the total redemption or repurchase price is less than or equal to the proceeds we or our subsidiaries have received during the six months prior to the date of such redemption or repurchase from the sale of certain qualifying securities that, among other things, are (i) with limited exceptions, pari passu with or junior to the Shares upon our liquidation or dissolution, or our winding-up, (ii) perpetual, or have a mandatory redemption or maturity date that is not less than sixty years after the initial issuance of such securities and (iii) provide for dividends or other distributions that are either non-cumulative or, if cumulative, are subject to certain optional or mandatory deferral provisions.

       Our ability to raise proceeds from qualifying securities during the six months prior to a proposed redemption or repurchase will depend on, among other things, market conditions at such time as well as the acceptability to prospective investors of the terms of such qualifying securities. Accordingly, there could be circumstances where we would wish to redeem or repurchase some or all of the Shares and sufficient cash is available for that purpose, but we are restricted from doing so because we have not been able to obtain proceeds from qualifying securities sufficient for that purpose.

USE OF PROCEEDS

       AmerUs Group Co. expects to receive net proceeds from this offering of approximately $145.0 million ($166.8 million if the underwriters exercise their over-allotment option in full, assuming resale solely to retail investors), after expenses and underwriters’ discounts and commissions.

       We intend to use the net proceeds from the sale of the Shares to repay outstanding borrowings under our unsecured $200,000,000 credit facility and for general corporate purposes. Amounts being repaid under our unsecured $200,000,000 credit facility will be available for future borrowings.

       At September 21, 2005, we had $125,000,000 in outstanding borrowings under our unsecured $200,000,000 credit facility. These outstanding borrowings, as of the date of this prospectus supplement, bear interest at 5.0% per annum for the $125,000,000 that we borrowed on September 9, 2005 to fund the repurchase of some of our securities.

CAPITALIZATION

       The following table sets forth our historical and unaudited pro forma capitalization as of June 30, 2005, as adjusted to give effect to the (i) issuance of the Shares, (ii) issuance of the Notes, (iii) redemption of the $185,000,000 aggregate principal amount of the Company’s OCEANs, (iv) repayment of the outstanding borrowings under our unsecured $200,000,000 credit facility and (v) purchase of outstanding shares of our common stock. See “Use of Proceeds.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

       The following table sets forth selected historical consolidated financial information for AmerUs Group Co. The selected historical consolidated financial information as of and for the years ended December 31, 2004 and 2003 has been derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2004, the selected historical consolidated financial information as of and for the year ended December 31, 2002 has been derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002, the selected historical consolidated financial information as of and for the years ended December 31, 2001 and 2000 has been derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2001, and the selected historical consolidated financial information as of and for the six months ended June 30, 2005 and 2004 has been derived from the unaudited interim consolidated financial statements included in our Quarterly Report on Form 10-Q for the six months ended June 30, 2005. This selected consolidated financial information should be read in conjunction with and is qualified by reference to these financial statements and the related notes. The following consolidated statements of income and consolidated balance sheet data have been prepared in conformity with GAAP.

DESCRIPTION OF THE SHARES

       The following is a brief description of the terms of the Shares, which does not purport to be complete in all respects. The description is subject to and qualified in its entirety by reference to our amended and restated articles of incorporation and our articles of amendment setting forth the terms of the Shares, copies of which are available upon request from us.

General

       Under our amended and restated articles of incorporation, we have authority to issue up to 20 million shares of preferred stock with no par value. At this time, we are issuing 6,000,000 Shares (6,900,000, if the underwriters exercise their option to purchase additional shares of the Series A Non-Cumulative Perpetual Preferred Stock in full). When issued, at the time or times selected by us in our discretion, the Shares will be validly issued, fully paid and nonassessable. The holders of Shares will be entitled to receive non-cumulative cash dividends when, as and if declared out of funds legally available for payment in respect of such Shares by our board of directors in its sole discretion. In the event we do not declare dividends or do not pay dividends in full on the Shares on any date on which dividends are due, such unpaid dividends will not cumulate and will no longer accrue and be payable.

       Prior to the issuance of the Shares, we will have filed articles of amendment to our amended and restated articles of incorporation with the Secretary of State of the State of Iowa, setting forth the terms of the Shares. When issued, the Shares will have a fixed liquidation preference of $25 per Share. If we liquidate, dissolve or wind-up our affairs, holders of Shares will be entitled to receive such amount per Share, plus any declared and unpaid dividends without accumulation of any undeclared dividends. The Shares will not be convertible into shares of our common stock or any other class or series of our securities and will not be subject to any sinking fund or any other obligation for their repurchase or retirement.

Ranking

       With respect to the payment of dividends and distributions of assets upon liquidation, dissolution or our winding-up, the Shares will rank: (i) senior to our common stock and all other equity securities designated as ranking junior to the Shares, which we refer to as the “junior stock”; (ii) equally with all equity securities designated as ranking on parity with the Shares as to dividends and distributions upon our liquidation or dissolution or our winding-up, which we refer to as the “parity stock”; (iii) junior to all other equity securities designated as ranking senior to the Shares as to dividends and distributions upon our liquidation or dissolution or our winding-up; (iv) junior to all our existing and future debt obligations; and (v) effectively junior to all of our subsidiaries’ existing and future liabilities.

       During any Dividend Period, so long as any Shares remain outstanding, unless full dividends for the latest completed Dividend Period on all outstanding Shares have been declared and paid:

       For any Dividend Period in which dividends are not paid in full upon the Shares and any parity stock, all dividends declared for such Dividend Period with respect to the Shares and such parity stock shall be declared on a pro rata basis.

Dividends

General

       Holders of Shares, in preference to the holders of our common stock and of any other shares of our stock ranking junior to the Shares as to payment of dividends, will be entitled to receive, when, as and if declared by our board of directors out of funds legally available for payment, non-cumulative cash dividends. Such dividends will accrue at the rate of 7.25% per annum, applied to the $25 liquidation preference per Share, and if declared, will be paid quarterly on the 15th day of each March, June, September and December in each year, commencing on December 15, 2005, each a “Dividend Payment Date”, with respect to the Dividend Period, or portion thereof, ending on the day preceding the respective Dividend Payment Date. A “Dividend Period” is each period commencing on a Dividend Payment Date and continuing to but not including the next succeeding Dividend Payment Date, except that the first Dividend Period will commence upon the date of original issuance of the Shares. Dividends will be paid to holders of record on the respective date, which date shall not be more than 60 nor less than 10 days preceding such Dividend Payment Date, fixed for that purpose by our board of directors in advance of payment of each particular dividend.

       Dividends on the Shares offered hereby will accrue from September 26, 2005, which is expected to be the original issue date. If additional Shares are issued at a future date:

       If any Dividend Payment Date is not a Business Day, then dividends will be payable on the first Business Day following such Dividend Payment Date with the same force and effect as if payment were made on the date such payment was originally payable. The term “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the City of New York are not authorized or obligated by law, regulation or executive order to close.

       The amount of dividends payable on each Dividend Payment Date will be computed on the basis of a 360-day year of twelve 30-day months.

Non-Cumulative Dividends

       Dividends on the Shares will be non-cumulative. To the extent that any dividends payable on the Shares on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, such unpaid dividends shall not cumulate and shall cease to accrue and be payable. We have no obligation to pay dividends accrued for such Dividend Period after the Dividend

Conversion and Preemptive Rights

       The Shares will not be convertible into shares of any other class or series of our stock.

       Holders of Shares will not have any preemptive or subscription rights to acquire more of our stock.

Redemption

       Subject to a covenant in favor of certain of our debtholders described below under “— Redemption and Repurchase Subject to Restrictions,” we may, at our option, redeem the Shares at any time:

       If fewer than all of the outstanding Shares are to be redeemed in the case of a redemption on or after September 15, 2010, the Shares to be redeemed will be selected either (i) pro rata from the holders of record of the Shares in proportion to the number of Shares held by such holders, (ii) by lot or (iii) in such other manner as our board of directors may determine to be fair and equitable. We may not partially redeem the Shares if, after giving effect to the redemption, less than 2,000,000 Shares remain outstanding. Subject to this limitation, our board of directors will have the full power and authority to prescribe the terms and conditions upon which Shares will be redeemed from time to time. Holders of Shares will have no right to require the redemption or repurchase of any of the Shares.

       We will mail notice of every redemption of Shares by first class mail, postage prepaid, addressed to the holders of record of the Shares to be redeemed at their respective last addresses appearing on our books. Such mailing will be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing of such notice, to any holder of Shares designated for redemption will not affect the redemption of any other Shares. Each notice shall state (i) the redemption date; (ii) the number of Shares to be redeemed; (iii) the redemption price; (iv) the place or places where the Shares are to be redeemed; and (v) that dividends on the Shares to be redeemed will cease to accrue on the redemption date.

Redemption or Repurchase Subject to Restrictions

       At or prior to the initial issuance of the Shares, we will enter into a Declaration of Covenant, which we refer to as the “Declaration,” relating to the Shares. Our covenants in the Declaration run only to the benefit of holders of Covered Debt, as defined below, and are not enforceable by holders of Shares. However, those covenants could preclude us from redeeming or repurchasing Shares at a time we might otherwise wish to redeem or repurchase Shares.

       In the Declaration, we covenant to redeem or repurchase Shares only if and to the extent that the total redemption or repurchase price is equal to or less than the proceeds we or our subsidiaries have received during the six months prior to the date of such redemption or repurchase from the sale of certain qualifying securities that, among other things, are (i) with limited exceptions, pari passu with or junior to the Shares upon our liquidation or dissolution, or our winding-up, (ii) perpetual, or have a mandatory redemption or maturity date that is not less than sixty years after the date of initial issuance of such securities and (iii) provide for dividends or other distributions that are either non-cumulative or, if cumulative, are subject to certain optional or mandatory deferral provisions.

       Our ability to raise proceeds from qualifying securities during the six months prior to a proposed redemption or repurchase will depend on, among other things, market conditions at such time as well as the acceptability to prospective investors of the terms of such qualifying securities.

       Our covenants in the Declaration run in favor of persons that buy, hold or sell our indebtedness during the period that such indebtedness is “Covered Debt,” which is currently comprised of covered subordinated debt and covered senior debt. Our 5.95% Senior Notes due 2015 and our 8.85%

       The Declaration is subject to various additional terms and conditions and this description is qualified in its entirety by reference to the Declaration, a copy of the form of which is available upon request from us. The Declaration may be terminated if the holders of at least 51% by principal amount of each of the then effective covered senior debt, if any, and covered subordinated debt so agree, or if we no longer have outstanding any long-term indebtedness that qualifies as covered senior debt or covered subordinated debt, without regard to whether such indebtedness is rated by a nationally recognized statistical rating organization.

Liquidation Rights

       In the event that we voluntarily or involuntarily liquidate, dissolve or wind-up our affairs, holders of Shares will be entitled to receive an amount equal to the $25 liquidation preference per Share plus declared and unpaid dividends, without accumulation of any undeclared dividends. Holders of the Shares will be entitled to receive the $25 liquidation preference per Share plus declared and unpaid dividends, without accumulation of any undeclared dividends, out of our assets that are available for distribution to stockholders, after satisfying claims of creditors, if any, but before any distribution of assets is made to holders of our common stock or any other shares ranking, as to such distribution, junior to the Shares.

       If our assets are not sufficient to pay the $25 liquidation preference per Share plus declared and unpaid dividends, without accumulation of any undeclared dividends, in full to all holders of Shares and all holders of any shares of our stock ranking as to any such distribution on a parity with the Shares, the amounts paid to the holders of Shares and to such other shares will be paid pro rata in accordance with the respective aggregate liquidation preferences of those holders. If the $25 liquidation preference per Share plus declared and unpaid dividends, without accumulation of any undeclared dividends, have been paid in full to all holders of Shares and the liquidation preference of any other shares ranking on parity with the Shares has been paid in full, the holders of our common stock or any other shares ranking, as to such distribution, junior to the Shares will be entitled to receive all of our remaining assets according to their respective rights and preferences.

       For purposes of the liquidation rights, a consolidation or merger by us with or into any other entity, including a merger in which the holders of Shares receive cash or property for their Shares, or the sale of all or substantially all of our assets, will not constitute a liquidation, dissolution or winding-up by us.

Voting Rights

       Except as indicated below or otherwise required by law, the holders of Shares will not have any voting rights.

Right to Elect Two Directors Upon Non-Payment of Dividends

       If we have failed to pay dividends on the Shares and any other class or series of our stock that ranks on parity with Shares as to payment of dividends on six quarterly dividend payment dates after

       At any time after such voting power has vested as described above, our Secretary may, and upon the written request of the holders of record of at least 20% of the Shares (addressed to the Secretary at our principal office) must, call a special meeting of the holders of Shares and any other class or series of our stock that ranks on parity with Shares as to payment of dividends and for which dividends have not been paid, and which is similarly entitled to vote for the election of a total of two additional directors, for the election of the two directors to be elected by them as provided below. Notice for a special meeting will be given in a similar manner to that provided in our by-laws for a special meeting of the stockholders, which we will provide upon request, or as required by law. If our Secretary does not call within 20 days after receipt of any such request, then any holder of Shares may (at our expense) call such meeting, upon notice as provided in this section, and for that purpose will have access to our stock books. The directors elected at any such special meeting will hold office until the next annual meeting of our stockholders unless they have been previously terminated as described below. In case any vacancy occurs among the directors elected by the holders of Shares and any other class or series of our stock that ranks on parity with Shares as to payment of dividends and for which dividends have not been paid, and which is similarly entitled to vote for the election of a total of two additional directors, a successor will be elected by our board of directors to serve until the next annual meeting of the stockholders upon the nomination of the then remaining director elected by the holders of Shares and any other class or series of our stock that ranks on parity with Shares as to payment of dividends and for which dividends have not been paid, and which is similarly entitled to vote for the election of a total of two additional directors. Any director elected by the holders of the Shares and any other class or series of our stock that (i) ranks on parity with the Shares as to payment of dividends and for which dividends have not been paid, and (ii) voted in the election of such director, may be removed at any time without cause by the holders of a majority of the Shares and any other class or series of our stock that (i) ranks on parity with the Shares as to payment of dividends and for which dividends have not been paid, and (ii) voted in the election for such director, when such holders have the voting power described above.

       Whenever full dividends have been paid regularly on the Shares and any other class or series of our stock that ranks on parity with Shares as to payment of dividends and which is similarly entitled to vote for the election of a total of two additional directors, if any, for at least one year, then, beginning at such date, the right of the holders of Shares to elect such additional two directors will cease, unless and until dividends as to any such class or series have not been paid in an aggregate amount equal to at least six quarterly dividends (whether or not consecutive) from such date. The terms of office of all persons elected as directors by the holders of Shares and any other class or series of our stock that ranks on parity with Shares as to payment of dividends and which is similarly entitled to vote for the election of a total of two additional directors will immediately terminate and the number of directors constituting our board of directors will be reduced accordingly.

Other Voting Rights

       So long as any Shares are outstanding, in addition to any other vote or consent of stockholders required by law or our amended and restated articles of incorporation, the vote or consent of the holders of at least 66²/3% of the Shares at the time outstanding, voting together as a single class,

provided, however, that any increase in the amount of the authorized or issued Shares or authorized preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Shares with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon our liquidation, dissolution or winding-up will not be deemed to adversely affect the special rights, preferences, privileges or voting powers of the Shares.

       If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would adversely affect one or more but not all series of voting preferred stock (including the Shares for this purpose), then only the series affected and entitled to vote shall vote as a class in lieu of all such series of preferred stock.

       Without the consent of the holders of the Shares, so long as such action does not adversely affect the rights, preferences, privileges and voting powers of the Shares, taken as a whole, we may amend, alter, supplement or repeal any terms of the Shares:

       The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by us for the benefit of the holders of Shares to effect such redemption.

       DTC will act as the initial securities depositary for the Shares. The Shares will be listed only as fully registered securities registered in the name of Cede & Co., DTC’s nominee, or such other name as may be requested by an authorized representative of DTC. One or more fully registered global Share certificates will be issued, representing in the aggregate the total number of Shares, and will be deposited with DTC.

       DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over 85 countries that DTC participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is available to both U.S. and non-U.S. securities brokers and dealers banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly (“Indirect Participants” and, together with the Direct Participants, the “Participants”). The DTC Rules applicable to its Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

       Purchases of Shares within the DTC system must be made by or through Direct Participants, which will receive a credit for the Shares on DTC’s records. The ownership interest of each actual purchaser of Shares (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchases, but Beneficial Owners are expected to receive written confirmation providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners purchased Shares. Transfers of ownership interests in the Shares are to be accompanied by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Shares, except in the event that use of the book-entry system for the Shares is discontinued.

       To facilitate subsequent transfers, all Shares deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Shares with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Shares. DTC’s records reflect only the identity of the Direct Participants to whose accounts such Shares are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

       Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

       Redemption notices shall be sent to DTC.

       Although voting with respect to the Shares is limited, in those cases where a vote is required, neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the

       Distribution payments on the Shares will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us on the relevant payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions to Cede & Co. (or such nominee as may be requested by an authorized representative of DTC) is our responsibility, disbursement of such payments to Direct Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

       Except as provided herein, a Beneficial Owner will not be entitled to receive physical delivery of Shares. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Shares. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global Share certificate.

       DTC may discontinue providing its services as securities depositary with respect to the Shares at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor securities depositary is not obtained, certificates representing the Shares will be printed and delivered to the holders of record. Additionally, we may decide to discontinue use of the system of book-entry transfers through DTC (or a successor depositary) with respect to the Shares. In that event, certificates representing the Shares will be printed and delivered to the holders of record.

       The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof. We have no responsibility for the performance by DTC or its Participants of their respective obligations as described herein or under the rules and procedures governing their respective operations.

Registrar and Transfer Agent

       Mellon Investor Services LLC or one of its affiliates, will act as registrar and transfer agent (the “Securities Registrar”) for the Shares. We may at any time designate additional transfer agents.

       Registration of transfers of Shares will be effected without charge by or on behalf of the Company, but upon payment in respect of any tax or other governmental charges which may be imposed in relation to it.

       The Securities Registrar will not be required to register or cause to be registered any transfer of Shares after they have been called for redemption.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

       The following is a summary of the anticipated material U.S. federal income tax consequences of the purchase, ownership and disposition of Shares by a U.S. Holder (as defined below) who purchases such Shares pursuant to this prospectus supplement. This summary is based upon existing U.S. federal income tax law, which is subject to change, possibly with retroactive effect. This summary does not discuss all of the tax considerations that may be important to specific holders of Shares in light of their individual circumstances, including, for example, pass-through entities (e.g., partnerships), banks or financial institutions, broker-dealers, insurance companies, tax-exempt entities, regulated investment companies, common trust funds, pension plans, holders of more than 5% of a class of our stock, U.S. expatriates, dealers in securities or currencies, holders that have a functional currency other than the U.S. dollar, holders subject to the alternative minimum tax, and holders that hold Shares as part of a straddle, hedge, conversion transaction, or other integrated investment, all of whom may be subject to tax rules that differ significantly from those summarized below. This summary assumes that investors will hold Shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). In addition, this summary does not discuss any state, local, or non-U.S. tax considerations.

       For purposes of this summary, a “U.S. Holder” is a beneficial owner of Shares that is, for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the U.S., (ii) a corporation, partnership, or other entity taxable as a corporation or partnership created or organized under the law of the U.S., any state thereof, or the District of Columbia, (iii) an estate that is subject to U.S. federal income taxation without regard to the source of its income or (iv) a trust (a) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (b) that has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

       If a partnership, or other entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.

       PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSEQUENCES (INCLUDING ESTATE AND GIFT TAX CONSEQUENCES) OF PURCHASING, OWNING, AND DISPOSING OF SHARES.

Distributions

       Distributions paid on Shares to a U.S. Holder will be treated as dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, and will be taxable as ordinary income except as provided below. To the extent that the amount of any distribution paid on Shares exceeds our current and accumulated earnings and profits, the distribution will be treated first as a return of capital and will be applied against and reduce a U.S. Holder’s adjusted tax basis (but not below zero) in such Shares. The amount of any such distribution in excess of such U.S. Holder’s adjusted tax basis will then be taxed as capital gain arising from the sale of Shares.

       Distributions paid on Shares that are treated as dividends for U.S. federal income tax purposes and are paid to a corporate U.S. Holder will generally be eligible for a 70% dividends-received deduction under the Code. There can be no assurance, however, that the amount of distributions paid on Shares will not exceed the amount of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. Accordingly, there can be no assurance that a dividends-received deduction will be available in respect of distributions paid on Shares. In addition, there are many exceptions and restrictions relating to the availability of the dividends-received deduction such as those relating to the holder’s holding period for the stock, debt-financed portfolio

       Distributions on Shares treated as dividends for U.S. federal income tax purposes that are paid to an individual U.S. Holder will generally be “qualified dividend income,” subject to a reduced maximum tax rate of 15% through December 31, 2008, after which the rate applicable to dividends is scheduled to return to the tax rate generally applicable to ordinary income. One of the requirements for a dividend to qualify as “qualified dividend income” is that the U.S. Holder generally must have owned the stock for more than 60 days during the 121-day period beginning on the date that is 60 days before the ex-dividend date. Individual prospective investors are urged to consult their tax advisors as to this and other exceptions to qualified dividend income treatment.

Sale or other Disposition

       Except as described below under “— Redemption,” upon a sale or other disposition of Shares, a U.S. Holder will generally recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any other property the U.S. Holder receives on the sale or other disposition and (ii) the U.S. Holder’s adjusted tax basis in the Shares. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Shares is more than one year. The deductibility of capital losses is, however, subject to a number of limitations. Under current law, the net long-term capital gain recognized by an individual U.S. Holder is subject to a reduced maximum tax rate of 15%. After December 31, 2008, the maximum rate is scheduled to return to the previously effective 20% rate.

Redemption

       Upon a redemption of Shares, a U.S. Holder will be treated as having sold such redeemed Shares, taxable as described under “— Sale or other Disposition” above, so long as the redemption is a “complete termination” of such holder’s interest in the Company. A redemption of Shares will be a “complete termination” if all of such holder’s stock in the Company actually and constructively owned by such holder is purchased by the Company in the redemption transaction.

       If a redemption of a U.S. Holder’s Shares is not a “complete termination,” then the entire amount of cash received in the redemption transaction by a U.S. Holder (without offset for the tax basis in the Shares redeemed) may be treated as a distribution as described under “— Distributions” above. In such case, a U.S. Holder’s tax basis in the redeemed Shares will be allocated to such U.S. Holder’s remaining Shares, if any. Prospective investors are urged to consult their tax advisors as to the U.S. federal income tax consequences of a redemption of Shares in their particular circumstances.

UNDERWRITING

       The Company and the underwriters for the offering named below have entered into an underwriting agreement with respect to the Shares. Subject to certain conditions, each underwriter has severally agreed to purchase the number of Shares indicated in the following table.

       The underwriters are committed to take and pay for all of the Shares being offered, if any are taken, other than the shares of the Series A Non-Cumulative Perpetual Preferred Stock covered by the option described below unless and until this option is exercised.

       If the underwriters sell more shares of the Series A Non-Cumulative Perpetual Preferred Stock than the total number set forth in the table above, the underwriters have an option to buy up to an additional 900,000 shares of the Series A Non-Cumulative Perpetual Preferred Stock from us to cover such sales. They may exercise the option for 30 days. If shares of the Series A Non-Cumulative Perpetual Preferred Stock are purchased pursuant to this option, the underwriters will severally purchase such shares in approximately the same proportion as set forth in the table above.

       The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the Company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase 900,000 additional shares of the Series A Non-Cumulative Perpetual Preferred Stock.

       The underwriting discount will be $0.50 per Share with respect to any Shares sold to certain institutions. Based on sales to certain institutional investors, the total underwriting discount decreased, which increased the total proceeds to us by $701,500. If the underwriters exercise their option to buy up to an additional 900,000 shares of the Series A Non-Cumulative Perpetual Preferred Stock, as described above, the total underwriting discount will also decrease to $0.50 per share to the extent that any of the additional shares of the Series A Non-Cumulative Perpetual Preferred Stock are to be sold to certain institutions.

       Shares sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus supplement. Any Shares sold by the underwriters to securities dealers may be sold at a discount from the public offering price of up to $0.50 per share ($0.30 per share sold to certain institutions). This discount will also apply to shares of the Series A Non-Cumulative Perpetual Preferred Stock acquired pursuant to the underwriters’ 30-day option to purchase up to an additional 900,000 shares of the Series A Non-Cumulative Perpetual Preferred Stock. Any such securities dealers may resell any shares of the Series A Non-Cumulative Perpetual

       The Shares are a new issue of securities with no established trading market. The Company has applied to list the Shares on the New York Stock Exchange under the symbol “AMH Pr” and expects trading in the Shares to begin within 30 days of September 26, 2005, the original issue date. The Company has been advised by the underwriters that the underwriters intend to make a market in the Shares but they are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Shares.

       In connection with the offering, the underwriters may purchase and sell Shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of Shares than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Shares while the offering is in progress.

       The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased Shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

       These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the Shares. As a result, the price of the Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.

       In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Shares to the public in that Relevant Member State at any time:

       For the purposes of this provision, the expression an “offer of Shares to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and

       Each underwriter has represented and agreed that:

       The Shares may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Shares may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

       The Shares have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each underwriter has agreed that it will not offer or sell any Shares, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

       This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and accompanying prospectus and any other document or material in connection with the offer or sale, or invitation or subscription or purchase, of the Shares may not be circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than under circumstances in which such offer, sale or invitation does not constitute an offer or sale, or invitation for subscription or purchase, of the Shares to the public in Singapore.

       The Company estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $1,000,000.

       The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses. Because an affiliate of each of Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated may receive more than 10% of the net offering proceeds, this offering is being made pursuant to NASD Conduct Rule 2710(h).

VALIDITY OF SHARES

       The validity of the Shares offered by this prospectus supplement will be passed upon for us by Joseph K. Haggerty, Esq., Senior Vice President and General Counsel of AmerUs Group Co. and for the underwriters by Sullivan & Cromwell LLP, New York, New York. Sullivan & Cromwell LLP may rely upon the opinion of Joseph K. Haggerty, Esq., Senior Vice President and General Counsel of AmerUs Group Co., as to matters of Iowa law. Certain other legal matters in connection with this offering will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Mr. Haggerty beneficially owns 2,596 shares of, or stock units payable in, our common stock and options to purchase 17,600 shares of our common stock.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

       The consolidated financial statements of AmerUs Group Co. included in AmerUs Group Co.’s Annual Report (10-K) for the year ended December 31, 2004 (including schedules appearing therein), and AmerUs Group Co. management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their reports thereon incorporated herein by reference.