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CORRESP
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corresp1

[Letterhead of Shearman & Sterling LLP]

December 3, 2004

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    AmerUs Group Co.

    Schedule TO-I filed November 16, 2004

    SEC File No. 5-80153

VIA EDGAR TRANSMISSION

    Attention:

    Ms. Pamela Carmody

    Special Counsel

    Office of Mergers and Acquisitions in the Division of Corporation Finance

     On November 16, 2004, AmerUs Group Co., an Iowa corporation (the
“Company”), filed a Schedule TO-I, File No. 5-80153 (the “Schedule TO”),
relating to the Company’s offer to exchange (the “Exchange Offer”) the
Company’s Optionally Convertible Equity-Linked Accreting Notes due 2032 (the
“New OCEANs”) for any and all of its issued and outstanding Optionally
Convertible Equity-Linked Accreting Notes due 2032 (the “Existing OCEANs”). By
letter dated November 30, 2004, the Company received comments from the Staff of
the Office of Mergers and Acquisitions in the Division of Corporation Finance
of the Commission relating to the Schedule TO. Accordingly, on behalf of the
Company, we are filing Amendment No. 1 to the Schedule TO (the “Amendment”)
concurrently with the filing of this letter.

     The Company has made certain changes in the Amendment in response to the
Staff’s comments, as discussed below. For your convenience, we have reproduced
each of the comments contained in the Staff’s letter of November 30, 2004. We
also will provide you with a printed copy of the Amendment marked to show
changes as soon as possible.

     For your convenience, we have reproduced below the Staff’s comments in
italicized text before each of our responses.

Special Note Regarding
Forward-Looking Statements, page ii

    1.

    The safe harbor for forward-looking statements provided in the Private
Securities Litigation Reform Act of 1995 does not apply to statements made
in connection with a tender offer. See Section 21E(b)(2)(C) of the
Exchange Act. Therefore, please delete the reference to the safe harbor
or state explicitly that the safe harbor protections it provides do not
apply to statements made in connection with the offer.

    Response:
    Schedule TO has been amended by deleting the reference to the Private
Securities Litigation Reform Act of 1995.

Summary

—Expiration Date; extension, termination, page 1

    2.

    We note that the company has retained the right to terminate the
offer “for any reason.” Retaining the right to unilaterally terminate
the offer may deem the offer to be illusory. Please revise to clarify
under what circumstances you may terminate the offer.

    Response:
    Schedule TO has been amended by referencing the information set forth
under the heading “The Exchange Offer—Conditions for Completion of the
Exchange Offer” in connection with the Company’s right to terminate the
offer.

—Principal Differences.....page 4

    3.

    Revise the summary of principal differences of the OCEANs to
summarize the material risks of the new OCEANs where those risks differ
from the risks of the existing OCEANs.

    Response:
    Schedule TO has been amended to reference the material risks of the
New OCEANs that differ from the risks of the Existing OCEANs in the
summary table entitled “Summary—Principal Differences Between the Existing
OCEANs and the New OCEANs”.

    4.

    In addition, describe the effect on the company’s liquidity and
capital resources from the cash settlement provisions of the new
OCEANs, and discuss the means by which the company reasonably expects
to finance the cash requirement resulting from conversion of the new
OCEANs.

    Response:
    Schedule TO has been amended accordingly to include a description of
the effect upon the company’s liquidity and capital resources from the
cash settlement provisions of the New OCEANs and the means to finance such
cash payment under the heading “Summary—Principal Differences between
Existing OCEANs and the New OCEANs—Settlement Upon Conversion”.

Withdrawal Rights, page 34

    5.

    Revise to include disclosure that holders have a right to withdraw
tendered OCEANs after the expiration of forty business days from the
commencement of the tender offer if not yet accepted for exchange. See
Rule 13e-4(f)(2)(ii).

    Response:
    Schedule TO has been amended by adding disclosure that holders have a
right to withdraw tendered OCEANs after the expiration of forty business
days from the commencement of the tender offer if not yet accepted for
exchange under the headings “Summary—Withdrawal Rights” and “The Exchange
Offer—Withdrawal Rights”.

Material U.S. Federal Income Tax Considerations, page 61

    6.

    Given that doubt exists as to the particular tax consequences of
the exchange, please provide an explanation of the degree of the
uncertainty, to the extent possible. Further, if the company has
received an opinion of counsel with regard to the tax consequences of
the exchange, please file the opinion as an exhibit to the Schedule TO.
See Item 1016(h) or Regulation M-A.

    Response:
    Schedule TO has been amended accordingly to include an explanation of
the degree of uncertainty of the tax consequences of the exchange under
the headings “Summary—The Exchange Offer—Tax Consequences” and “Material
U.S. Federal Income Tax Considerations—Consequences of the Exchange
Offer—Exchanging Holders”. The tax opinion is being filed as Exhibit (h)
to the Amendment.

Incorporation by Reference, page 67

    7.

    We note that the company intends to incorporate by reference
documents filed after the date of the offering circular until
termination of the exchange offer. Please be aware that Schedule TO
does not provide for forward incorporation and further confirm that any
material change in information will be reported in an amendment to the
Schedule TO pursuant to Rule 13e-4(c)(3) and will be disseminated
pursuant to the requirements of Rule 13e-4(e)(3), as necessary.

    Response:
    Schedule TO has been amended by deleting information regarding
forward incorporation by reference under the heading “WHERE YOU CAN FIND
MORE INFORMATION”. The Company has confirmed that any material change in
information will be reported in a further amendment to the Schedule TO and
will be disseminated in accordance with the requirements as set forth
above.

General

    8.

    We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

    In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

    •

    the company is responsible for the adequacy and
accuracy of the disclosure in the filings;

    •

    staff comments or changes to disclosure in
response to staff comments in the filings reviewed by the
staff do not foreclose the Commission from taking any action
with respect to the filing; and

    •

    the company may not assert staff comments as a
defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

    Response:
    Attached to this letter is a statement from the Company making the
requested acknowledgements.

     Please direct any comments or questions regarding the responses to the
Staff’s comment letter dated November 30, 2004 or the Amendment to the
undersigned at (212) 848-8830 or by facsimile at (646) 848-8830.

    Sincerely,

    /s/ Robert Evans III

    cc:

    Joseph K. Haggerty (AmerUs Group Co.)

    Robert B. Williams (Milbank, Tweed, Hadley & McCloy LLP)