Prospectus Supplement                          Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated April 22, 2005)           Registration No. 333-123862

                American Equity Investment Life Holding Company

       $250,000,000 of 5.25% Contingent Convertible Senior Notes due 2024

   $10,000,000 of Series B 5.25% Contingent Convertible Senior Notes due 2024


          Shares of Common Stock Issuable Upon Conversion of the Notes

         This prospectus supplement supplements the prospectus dated April 22,
2005, as supplemented by the prospectus supplements dated May 2, 2005 and May
11, 2005, relating to the resale by certain of our securityholders of up to
$250,000,000 of our 5.25% Contingent Convertible Senior Notes due 2024,
$10,000,000 of our Series B 5.25% Contingent Convertible Senior Notes due 2024
and the shares of our common stock issuable upon conversion of the notes. You
should read this prospectus supplement in conjunction with the prospectus. This
prospectus supplement is qualified by reference to the prospectus, except to
the extent that the information in this prospectus supplement supersedes the
information contained in the prospectus.

         The information appearing under the heading "Selling Securityholders"
in the prospectus is hereby amended by the addition or substitution, as
applicable, of the following:

                                               Principal        Percentage of
                                                 Amount      Aggregate Principal  Number of Shares    Percentage of
                                             of Notes That     Amount of Notes     of Common Stock     Common Stock
Name                                          May Be Sold        Outstanding     That May Be Sold(1)  Outstanding(2)
Deutsche Bank Securities Inc. ..............   17,500,000           6.73%              1,209,398           3.06%
Newport Alternative Income Fund.............      980,000             *                   67,726             *
Putnam High Income Bond Fund................    1,050,000             *                   72,563             *
Silvercreek II Limited......................    2,957,000           1.14%                204,353             *
Silvercreek Limited Partnership.............    3,134,000           1.21%                216,586             *

* Represents less than 1%.

(1)  Assumes conversion of all of the holder's notes at a conversion rate of
     69.1085 shares of common stock per $1,000 principal amount at maturity of
     the notes. This conversion rate is subject to adjustment, however, as
     described under "Description of the Notes -- Conversion Rights." As a
     result, the number of shares of common stock issuable upon conversion of
     the notes may increase or decrease in the future.

(2)  Calculated based on Rule 13d-3(d)(i) of the Securities Exchange Act of
     1934, as amended, using 38,375,157 shares of common stock outstanding as
     of February 28, 2005. In calculating this amount for each holder, we
     treated as outstanding the number of shares of common stock issuable upon
     conversion of all of that holder's notes, but we did not assume conversion
     of any other holder's notes.

   Investing in the notes and our common stock issuable upon their conversion
   involves risks. See "Risk Factors" beginning on page 7 of the prospectus.

          Neither the Securities and Exchange Commission nor any state
           securities commission has approved or disapproved of these
                 securities or passed upon the adequacy of this
              prospectus. Any representation to the contrary is a
                               criminal offense.


            The date of this prospectus supplement is May 25, 2005.