UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported: December 15, 2004)

AMERUS GROUP CO.

Registrant’s telephone number, including area code: (515) 362-3600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.

On December 15, 2004, AmerUs Group Co. (the “Company”) entered into an indenture (the “Indenture”) with BNY Midwest Trust Company, as trustee, in connection with the Company’s offer to exchange (the “Exchange Offer”) its Optionally Convertible Equity-Linked Accreting Notes due March 6, 2032 (the “Existing OCEANs”) for Optionally Convertible Equity-Linked Accreting Notes due March 6, 2032 (the “New OCEANs”) and an exchange fee. In the Exchange Offer, 100% of the Existing Oceans were exchanged for $185,000,000 aggregate original principal amount of New OCEANs. On December 15, 2004, the New OCEANs were issued under the Indenture. The information under the headings “Summary – The New OCEANs” and “Description of the New OCEANs” in the Company’s Offering Circular dated November 16, 2004, filed hereto as Exhibit 20.1, is incorporated herein by reference and more fully describes the material terms of the New OCEANS.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The response to Item 1.01 above is incorporated herein.

Item 3.02. Unregistered Sales of Equity Securities.

On December 15, 2004, the Company concluded the Exchange Offer. During the offering period, Existing OCEANs with an original principal amount of $185,000,000 were exchanged for New OCEANs and an exchange fee. The Company has accepted all tendered Existing OCEANs and, in exchange, issued a like principal amount of New OCEANs.

The New OCEANs were issued solely to existing security holders of the Company pursuant to an exemption from registration under
Section 3(a)(9) of the Securities Act of 1933, as amended. The Company did not pay or give, directly or indirectly, any commission or other remuneration, including underwriting discounts, for soliciting such exchange.

The New OCEANs are convertible upon the occurrence of certain events. Upon conversion, each New OCEANs is convertible into cash and shares of Company common stock, if any, and the value received is dependent upon certain factors. The information under the heading “Description of the New OCEANS – Conversion Rights” and “Description of the New OCEANS – Payment Upon Conversion” in the Company’s Offering Memorandum dated November 16, 2004, filed hereto as Exhibit 20.1, is incorporated herein by reference and more fully describes the terms of conversion and consideration received upon conversion of the New OCEANS.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 20, 2004