SC 14D1/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 3)
                            TENDER OFFER STATEMENT
      PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                       ALLIED LIFE FINANCIAL CORPORATION
                           (NAME OF SUBJECT COMPANY)

                    NATIONWIDE LIFE ACQUISITION CORPORATION
                      NATIONWIDE MUTUAL INSURANCE COMPANY
                                    (Bidders)

                           COMMON STOCK, NO PAR VALUE
                         (Title of Class of Securities)

                                   019246107
                      (CUSIP Number of Class of Securities)

                                W. SIDNEY DRUEN
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                      NATIONWIDE MUTUAL INSURANCE COMPANY
                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43215
                           TELEPHONE: (614) 249-7111
            (Name, Address and Telephone Number of Person Authorized
           to Receive Notices and Communications on Behalf of Bidders)

                                 WITH A COPY TO:
                               ERIC M. FOGEL, ESQ.
                             HAROLD W. NATIONS, ESQ.
                                  HOLLEB & COFF
                         55 E. MONROE STREET, SUITE 4100
                             CHICAGO, ILLINOIS 60603
                            TELEPHONE: (312) 807-4600

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         This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 initially filed on June 10, 1998 (as amended, the "Schedule
14D-1") with the Securities and Exchange Commission by Nationwide Life
Acquisition Corporation ("Purchaser"), an Ohio corporation and a wholly owned
subsidiary of Nationwide Mutual Insurance Company ("Parent"), an Ohio mutual
insurance company, to purchase all outstanding shares of common stock, no par
value (the "Common Shares"), of Allied Life Financial Corporation, an Iowa
corporation, at a price of $30.00 per Common Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated June 10, 1998 (the "Offer to Purchase") and the
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitutes the "Offer"). Capitalized terms used and not defined herein
shall have the meanings assigned such terms in the Offer to Purchase or the
Schedule 14D-1.
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ITEM 10. ADDITIONAL INFORMATION.

         The information set forth in Schedule 14D-1 is hereby amended and
supplemented by the following information:

         On August 28, 1998, Parent announced that it was extending the
expiration date of the Offer to 5:00 p.m., New York City time, on Wednesday,
September 30, 1998, unless the Offer is further extended. As of the close of
business on August 27, 1998, approximately 1,545,174 Common Shares had been
tendered pursuant to the Offer.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

         (a)(16)     Text of Press Release issued by Nationwide Mutual Insurance
                     Company on August 28, 1998.
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                                   SIGNATURE

         After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated:  August 28, 1998

                   NATIONWIDE MUTUAL INSURANCE COMPANY


                   By:      /s/ David A. Diamond
                            -------------------------------
                            Name:   David A. Diamond
                            Title:  Vice President - Enterprise Controller

                   NATIONWIDE LIFE ACQUISITION CORPORATION


                   By:      /s/ Mark B. Koogler
                            -------------------------------
                            Name:   Mark B. Koogler
                            Title:  Vice President - Associate General Counsel
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                                  EXHIBIT INDEX

(a)(16)            Text of Press Release issued by Nationwide Mutual Insurance
                   Company on August 28, 1998.

EX-99

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                                                                 Exhibit (a)(16)


CONTACT:


David Tager, 212-521-5208
Powell Tate

Gerard Carney, 212-521-5233
Powell Tate

John Millen, 614-249-6348
Nationwide Insurance


FOR IMMEDIATE RELEASE



NATIONWIDE EXTENDS TENDER OFFER DEADLINE
FOR ALLIED LIFE FINANCIAL CORPORATION


         COLUMBUS, OHIO, AUGUST 28, 1998 - Nationwide Mutual Insurance Company
announced today that it is extending until 5 p.m., New York City time, on
Wednesday, September 30, 1998, its cash tender offer to buy all outstanding
shares of common stock of ALLIED Life Financial Corporation, of Des Moines,
Iowa, at a price of $30.00 per share. The offer is being extended solely to
allow additional time for the completion of the approval process by state
regulators.


         The offer became effective on Wednesday, June 10, 1998, and was
scheduled to expire at 5 p.m., New York City time, on Monday, August 31, 1998.
The offer is being made through a wholly owned subsidiary of Nationwide.

         As of the close of business on Thursday, August 27, 1998, approximately
1,545,174 shares of common stock of ALLIED Life Financial Corporation had been
tendered to Nationwide under the terms of the offer.

         The dealer manager and financial advisor for the offer is Credit Suisse
First Boston Corporation. Georgeson & Company Inc. is the information agent. For
more information, call 1-800-223-2064 or visit Georgeson's web site at
www.georgeson.com.

         The $93 billion Nationwide Insurance Enterprise, based in Columbus,
Ohio, is one of the country's largest diversified insurance and financial
services organizations and a Fortune 500 company. Nationwide Life is the
country's fifth-largest life insurer based on premiums and 13th-largest based on
assets.


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