ALLIED LIFE FINANCIAL CORP
8-K, 1998-06-04
LIFE INSURANCE
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                                  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 June 4, 1998
                        (Date of earliest event reported)


                        ALLIED Life Financial Corporation

             (Exact name of registrant as specified in its charter)

               Iowa                    0-22404           42-1406716
  (State or other jurisdiction of   (Commission        (I.R.S. Employer
  incorporation or organization)     File Number)      Identification No.)


          701 Fifth Avenue, Des Moines, Iowa              50391-2003
       (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 2.

                                   1
<PAGE>


Item 5.  Other Events.

ALLIED Life Financial  Corporation  (NASDAQ:  ALFC)  announced that it yesterday
entered into an Agreement and Plan of Merger to be acquired by Nationwide Mutual
Insurance  Company  ("Nationwide")  at a  price  of  $30  per  share  cash.  The
transaction  is  subject  to  regulatory  approvals  and  approval  by the  ALFC
shareholders  if required.  The  transaction is structured as a tender offer for
all of the  outstanding  shares of common  stock of ALFC,  to be  followed  by a
second-stage merger of a subsidiary of Nationwide with and into ALFC.

The Agreement and Plan of Merger was  recommended to the Board by a committee of
directors  who are not  affiliated  with ALLIED  Group,  Inc.  or ALLIED  Mutual
Insurance Company, the parent company of ALFC.



                       ***********************************

For further information, see Schedule 14 D-1 filed on May 19, 1998 by Nationwide
Mutual Insurance Company and Nationwide Group Acquisition Corporation,  a wholly
owned  subsidiary  of  Nationwide  Mutual  Insurance  Company,  and  Schedule 14
D-9,filed  June 2, 1998 by ALLIED Group,  Inc., as each may be amended from time
to time.



                                   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 Life Financial Corporation.
                                                      (Registrant)


                                               /s/ Wendell P. Crosser
                Wendell P. Crosser, Vice President and Treasurer
         (Principal Financial Officer and Principal Accounting Officer)


                                             Date:  June 4, 1998



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