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



                                    Form 8-K
                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




                         Date of Report October 1, 1998
                        (Date of earliest event reported)


                               ALLIED Group, Inc.
             (Exact name of registrant as specified in its chapter)

           Iowa                            0-14243               42-0958655
(State of other jurisdiction of          (Commission          (I.R.S. Employer
incorporation or organization)           Fine Number)        Identification No.)


      701 Fifth Avenue, Des Moines, Iowa                 50391-2000
   (Address of principal executive offices)              (Zip Code)


                                  515-280-4211
               (Registrant's telephone number including area code)



                The total number of pages contained herein is 3.







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Item 1.  Changes in Control of Registrant.

On October 1, 1998, Nationwide Group Acquisition Corporation  ("Nationwide Sub")
consummated  its tender offer for shares of Common Stock,  without par value, of
ALLIED Group,  Inc. (the  "Company")  and acquired  28,040,039  shares of Common
Stock for $48.25 per share in cash.  Nationwide  Sub used funds  provided by its
parent,  Nationwide Mutual Insurance Company  ("Nationwide"),  from Nationwide's
general  corporate funds to purchase the shares.  Following the  consummation of
the tender offer,  Nationwide beneficially owns 92.7% of the outstanding  Common
Stock. Upon such consummation,  and in accordance with the Agreement and Plan of
Merger by and among  Nationwide,  Nationwide  Sub, and the Company dated June 3,
1998 (the "Merger Agreement"),  certain members of the Board of Directors of the
Company  resigned and seven new members  designated by Nationwide  were elected.
The Merger  Agreement  provides that promptly upon the acceptance for payment of
common shares pursuant to the tender offer,  Nationwide is entitled to designate
such number of  directors  on the Board of  Directors of the Company and each of
its  subsidiaries  as will give  Nationwide a majority of such  directors  and a
majority of  directors  on each  committee  of the Board.  The Merger  Agreement
further  provides that until the  consummation  of the merger of Nationwide  Sub
into and with the Company,  the Company's Board of Directors shall have at least
two directors who were directors on the date of the Merger Agreement and who are
not  officers  of  the  Company.  Prior  to  consummation  of  the  Merger,  the
affirmative vote of a majority of such  independent  directors then in office is
required for the Company to amend or terminate the Merger Agreement, exercise or
waive any of the  Company's  rights or remedies  under the Merger  Agreement  or
extend  the  time  for  performance  by  Nationwide  or  Nationwide  Sub  of its
obligations  under the Merger  Agreement.  Effective  October 1, 1998, the Board
members were as follows:

     Continuing Directors:               Directors Designated by Nationwide:
         Douglas L. Andersen                Richard Crabtree
         Charles I. Colby                   Keith W. Eckel
         Richard O. Jacobson                Charles L. Fuellgraf, Jr.
                                            Dimon R. McFerson
                                            David O. Miller
                                            James F. Patterson
                                            Arden L. Shisler (Chairman)








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                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                           ALLIED Group, Inc.
                                              (Registrant)


                           /s/       Jamie H. Shaffer
                  --------------------------------------------------------------
                                     Jamie H. Shaffer, Treasurer
                  (Principal Financial Officer and Principal Accounting Officer)


Date:  October 13, 1998