FORM 10-C

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

Report by issuer of  securities  quoted on The Nasdaq  Stock  Market(SM),  filed
pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934 and Rule
13a-17 or 15d-17 thereunder.

EXACT NAME OR ISSUER AS SPECIFIED IN CHARTER:  ALLIED Group, Inc.

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:  701 Fifth Ave. 
                                         Des Moines, IA  50391-2000

ISSUER'S TELEPHONE NUMBER (including area code):  (515) 280-4211

I.  Change In Number Of Shares Outstanding 
    Indicate  any change  (increase  or decrease) of five percent or more in the
    number of shares outstanding:

1.  Title of security:  Common Stock, no par value
2.  Number of shares outstanding before the change:  9,546,008
3.  Number of shares outstanding after the change:  13,948,805
4.  Effective date of change:  March 7, 1996
5.  Method of change:  Conversion
Specify  method  (such as merger,  acquisition,  exchange,  distribution,  stock
split,  reverse  split,  acquisition  of stock  for  treasury,  etc.)Give  breif
description of transaction:  ESOP  Convertible  Preferred Stock was converted to
Common Stock.

II.  Change In Name Of Issuer

1.  Name prior to change:
2.  Name after change:
3.  Effective date of charter amendment changing name:
4.  Date of shareholder approval of change, if required:

March 8, 1996            /s/Jamie H. Shaffer              President (Financial)
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Date                    Officer's Signature and Title


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