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                                                                      EXHIBIT 29
    
 
                     AMERICAN STATES FINANCIAL CORPORATION
 
                         PRIVATE PLACEMENT IN CANADA OF
                             SHARES OF COMMON STOCK
 
THE OFFERING
 
     The shares of Common Stock being offered in Canada are part of an offering
of 10,000,000 shares of Common Stock (the "Common Stock") of American States
Financial Corporation, an Indiana corporation (the "Company") (11,500,000 shares
of Common Stock if the Underwriters' over-allotment option is exercised in
full), of which 8,000,000 shares of Common Stock are being offered initially in
the United States and Canada (9,200,000 shares of Common Stock if the U.S.
Underwriters' over-allotment option is exercised in full).
 
     Attached hereto is a copy of the prospectus filed with the Securities and
Exchange Commission in the United States regarding the offering being made in
the United States. The offering in Canada is being made solely in the Province
of Ontario.
 
RESALE RESTRICTIONS
 
     The distribution of the shares of Common Stock in Ontario is being made on
a private placement basis. Accordingly, any resale of such shares must be made
in accordance with an exemption from the registration and prospectus
requirements of applicable securities law. Purchasers of the shares of Common
Stock are advised to seek legal advice prior to any resale of the shares of
Common Stock.
 
REPRESENTATION BY PURCHASERS
 
   
     Confirmations of the acceptance of offers to purchase the shares of Common
Stock will be sent to purchasers in Ontario who have not withdrawn their offers
to purchase prior to the issuance of such confirmations. Each purchaser who
receives a purchase confirmation will, by the purchaser's receipt thereof, be
deemed to represent to the Company and the dealer from whom such purchase
confirmation is received that such purchaser is entitled under Ontario
securities law to purchase such shares of Common Stock without the benefit of a
prospectus qualified under such securities law.
    
 
ENFORCEMENT OF LEGAL RIGHTS
 
     The shares of Common Stock being offered are those of a foreign issuer and
Ontario purchasers will not receive the contractual right of action prescribed
by section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
 
     All of the Company's directors and officers, as well as the experts named
herein, may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada upon
the Company or such persons. All or a substantial portion of the assets of the
Company and such persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the Company or such persons in
Canada or to enforce a judgment obtained in Canadian courts against the Company
or such persons outside of Canada.