Edgar Filing: AMERUS GROUP CO/IA

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CLARK BRIAN J

2. Issuer Name and Ticker or Trading Symbol
AMERUS GROUP CO/IA [AMH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Chief Product Officer

(Last)

(First)

(Middle)

699 WALNUT STREET, SUITE 2000

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2005

(Street)

DES MOINES, IA 50309

4. If Amendment, Date Original Filed(Month/Day/Year)
03/01/2005

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2005	02/25/2005	M		1,160.71 ⁽¹⁾	A	$ 21	12,841.71	D
Common Stock	02/25/2005	02/25/2005	M		303.86 ⁽¹⁾	A	$ 39.08	13,145.57	D
Common Stock	02/25/2005	02/25/2005	M		1,535.34 ⁽¹⁾	A	$ 39.08	14,680.91	D
Common Stock	02/25/2005	02/25/2005	D		47.67 ⁽¹⁾ ⁽²⁾	D	$ 47.2	14,633.24	D
Common Stock	02/25/2005	02/25/2005	F		924.69 ⁽¹⁾ ⁽³⁾	D	$ 47.2	13,708.55	D
Common Stock	02/25/2005	02/25/2005	D		0.55 ⁽¹⁾ ⁽⁴⁾	D	$ 47.2	13,708	D
Common Stock								698.05	I	By 401 (K) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Rights ⁽¹⁾

$ 21

02/25/2005

807.32

⁽⁵⁾

Common Stock

1,160.71 ⁽⁶⁾

⁽⁷⁾

Performance Rights ⁽¹⁾

$ 39.08

02/25/2005

303.86

⁽⁵⁾

Common Stock

303.86 ⁽⁶⁾

⁽⁷⁾

Performance Rights ⁽¹⁾

$ 39.08

02/25/2005

1,535.34

⁽⁵⁾

Common Stock

1,535.34 ⁽⁶⁾

⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CLARK BRIAN J 699 WALNUT STREET SUITE 2000 DES MOINES, IA 50309			EVP, Chief Product Officer

Signatures

/s/ Jeananne M. Celander, attorney-in-fact for Mr. Clark		03/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Company's Management Incentive Plan (MIP), an employee plan exempt under Section 16b-3, provides that employees participating in the plan are eligible to defer a portion of their annual bonus to purchase phantom stock units at a price per unit equal to the fair market value (FMV) of the Company's common stock on the date of purchase. The company will match a specified percentage of the phantom stock units purchased pursuant to the deferral program. Upon vesting, the Company will issue the underlying common stock.
(2)	Units retained by the Company to satisfy cash deferral directly into the Company's 401 (K) Plan on the behalf of the reportee.
(3)	Units retained by the Company to satisfy tax payment due to the IRS on behalf of the reportee.
(4)	Cash-in-lieu of fractional share in connection with the conversion of units to underlying stock.
(5)	On the third anniversary of the employee's deferral, the Company will issue the underlying common stock. Alternatively, on the third anniversary of the employee's deferral, the employee may elect to redefer the bonus units for another three year period and every three years thereafter, until the earlier of normal retirement or termination. The entire Company match is forfeited if the employee's employment terminates prior to the third anniversary of the employee's deferral.
(6)	These units have vested and have been converted under the terms of the plan.
(7)	Price not applicable.
Remarks: Form being refiled due to incorrect signature date on original form filed on 3/1/2005 (date used was 2/23/2004).

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