SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

GODLASKY THOMAS C

(Last)

(First)

(Middle)

699 WALNUT STREET

SUITE 2000

(Street)

DES MOINES

50309

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/23/2004	02/23/2004	M		4,991.68⁽¹⁾	A	$37.16	19,757.94	D
Common Stock	02/23/2004	02/23/2004	D		499.17⁽¹⁾⁽²⁾	D	$37.16	19,258.77	D
Common Stock	02/23/2004	02/23/2004	F		1,262.06⁽¹⁾⁽³⁾	D	$37.16	17,996.71	D
Common Stock	02/23/2004	02/23/2004	D		0.45⁽¹⁾⁽⁴⁾	D	$37.16	17,996.26	D
Common Stock								13,491.52	I	By 401 (K) Plan
Common Stock								672	I	By Daughter
Common Stock								12,122	I	By Spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights	$30.05	02/23/2004	02/23/2004	M			4,991.68⁽¹⁾⁽⁵⁾	02/23/2004	02/23/2004	Common Stock	4,991.68	$37.16	0	D

Explanation of Responses:

1. The Company's Senior Executive Incentive Plan (SEIP), 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 either will pay to the employee an amount in cash determined by multiplying the number of units times the FMV of the Company's common stock on that date or issue the underlying common stock.

2. Units retained by the Company to satisfy cash deferrel 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 for the behalf of the reportee.

4. Cash-in-lieu of fractional share in connection with the conversion of units to underlying stock.

5. These units, acquired under the SEIP, were acquired in 2001, have vested and have been converted under the terms of the plan.

Remarks:

	/s/ Jeananne M. Celander, attorney-in-fact for Mr. Godlasky	02/24/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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