CITIZENS INC
10-Q/A, 1996-05-24
LIFE INSURANCE
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                          UNITED STATES
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C. 20549
                                
                           FORM 10-Q/A
                                
[X]Quarterly  Report  Pursuant to Section  13  or  15(d)  of  the
   Securities Exchange Act of 1934

For the period ended     March 31, 1996

                               or

[  ]Transition  Report Pursuant to Section 13  or  15(d)  of  the
   Securities Exchange Act of 1934

For the transition period from           to

Commission File Number:   0-16509


                         CITIZENS, INC.
     (Exact name of registrant as specified in its charter)

            Colorado                           84-0755371
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)           Identification No.)

400 East Anderson Lane, Austin, Texas            78752
(Address of principal executive offices)       (Zip Code)

                         (512) 837-7100
      (Registrant's telephone number, including area code)

         7801 North Interstate 35, Austin, Texas  78753
 (Former name, former address and former fiscal year, if changed
                       since last report.)

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
                                                [X] Yes [   ] No

      As  of March 31, 1996, Registrant had 19,530,864 shares  of
Class  A  common  stock,  No Par Value, outstanding  and  621,049
shares of Class B common stock, No Par Value, outstanding.
                                
                 CITIZENS, INC. AND SUBSIDIARIES
                                
                              INDEX
                                
                                                       Page
                                                      Number
Part I. Financial Information
       
        Item 1. Financial Statements
       
                Balance   sheets,   March   31,   1996 
                 (Unaudited) and December 31, 1995    3
               
                Statements of Operations, Three-Months 
                 Ended   March  31,  1996  and   1995 
                 (Unaudited)                          5
               
                Statements of Cash Flows, Three-Months 
                 Ended   March  31,  1996  and   1995 
                 (Unaudited)                          6
               
                Notes to Financial Statements          8
               
        Item 2. Management's Discussion and Analysis   
                 of Financial Conditions and Results  
                 of Operations                        90
               
Part    Other Information                              1517
II.

          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
              March 31, 1996 and December 31, 1995
                                
                                
                                      (Unaudited)          
                                       March 31,     December 31,
                                          1996           1995
Assets                                                  

Investments:                                            

Fixed maturities held for investment,                     
at amortized cost (market $5,593,000                  
in 1996 and $5,700,000 in 1995)       $5,634,403      $
                                                    5,636,785
Fixed maturities available for sale,                      
at lower of cost or market (cost                      
$101,596,068 in 1996 and $97,515,359  99,840,536      99,464,551
in 1995
Equity securities, at market (cost                        
$89,580 in 1996 and $23,329 in 1995)  66,252          0
Mortgage loans on real estate (net of                     
reserve of $145,080 in 1996 and       1,841,643       1,910,608
1995)
Policy loans                             19,658,449       18,911,275
Guaranteed student loans (net of                          
reserve of $10,000 in 1996 and 1995)  306,749         333,387
Other long-term investments              671,890          679,436
Short-term investments                     200,000          3,088,697
Total investments                      128,219,922      130,024,739
                                                          
Cash                                     2,992,452        4,160,156
Prepaid reinsurance                      1,747,763        0
Reinsurance recoverable                  1,690,246        1,857,900
Other receivables                        802,341          1,219,107
Accrued investment income                1,731,577        2,022,809
Deferred policy acquisition costs        36,733,110       36,624,448
Cost of insurance acquired               7,368,810        7,522,827
Excess of cost over net assets           15,287,113       14,045,848
acquired
Other intangible assets                  1,773,650        1,820,325
Property, plant and equipment            5,721,981        5,546,075
Other assets                               616,860          642,013
  
Total assets                           204,685,825      $205,486,247


                                                      (Continued)
          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
              March 31, 1996 and December 31, 1995
                                
                                
                                       (Unaudited)         
                                        March 31,      December
                                          1996            31,
                                                         1995
Liabilities and Stockholders' Equity                       

Liabilities:                                               
Future policy benefit reserves            126,407,054     123,327,377
Dividend accumulations                    3,878,904       3,602,706
Premium deposits                          1,621,352       1,553,414
Policy claims payable                     2,823,355       3,197,291
Other policyholders' funds                1,918,535       1,945,332
  
Total policy liabilities                136,649,200     133,626,120
       
Other liabilities                         1,260,756       2,001,320
Commissions payable                       773,200         692,578
Notes payable                             735,814         772,834
Deferred Federal income tax               787,902         2,372,742
Federal income tax payable                0               1,025,106
Minority interest                         14,954             14,954
Amounts held on deposit                     204,232         267,603
Total liabilities                       140,426,058     140,773,257
       
Stockholders' Equity:                                   
Common stock:                                             
Class A, no par value, 50,000,000                         
shares authorized, 21,609,411 shares                   
issued in 1996 and 19,178,515 in                       
1995, including shares in treasury                     
of 2,078,547 in 1996 and 2,198,175     45,695,198      44,007,339
in 1995
Class B, no par value, 1,000,000                          
shares                                                 
       authorized, 621,049 shares      283,262         283,262
       issued and outstanding in
       1996 and 1995
Unrealized loss on investments            (1,358,334)     1,267,747
Retained earnings                         21,701,907      21,216,908
                                          66,322,033      66,775,256
Treasury stock, at cost                   (2,062,266)     (2,062,266)
Total stockholders' equity              64,259,767      64,712,990
Commitments and contingencies                             
Total liabilities and stockholders'       204,685,825     205,486,247
equity
          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
           Three-Months Ended March 31, 1996 and 1995
                                
                           (Unaudited)
                                
                                         Three-months ended March
                                                  31,
                                                           
                                          1996           1995
Revenues:                                               
Premiums                                $11,521,304     $9,273,129
Annuity    and    Universal     life    95,148          85,072
considerations
Net investment income                    2,078,688       1,503,937
                                        13,695,140      10,862,138
Other income and expenses:                              
Other income                            12,635          19,762
Realized    gains    (losses)     on    (8,928)         (31,017)
investments
Interest expense                         (28,150)        (17,152)
                                        (24,443)        (28,407)
Benefits and expenses:                                  
Insurance benefits paid or provided:                    
Increase in future policy benefit       2,230,975       2,398,644
reserves
Policyholders' dividends                450,241         455,565
Claims and surrenders                   5,529,339       4,314,556
Annuity expenses                          230,448          82,950
                                        8,441,003       7,251,715
                                                        
Commissions                             2,643,086       2,464,168
Underwriting, acquisition and             1,458,497       1,342,986
insurance expenses
Capitalization of deferred policy         (2,489,597)     (2,543,469)
acquisition costs
Amortization of deferred policy           2,380,935       1,889,997
acquisition costs
Amortization of cost of insurance                         
acquired and excess of cost over net     501,928          92,479
assets acquired
                                        12,935,852      10,497,876
                                                     
Income before federal income tax         $734,845        $335,855
  
Federal income tax:                                     
Federal income tax expense                249,848          62,972
Net Income                               $484,997        $272,883
                                                           
Per Share Amounts:
Net income per share of common stock      $0.03          $0.02
Weighted average shares outstanding    19,602,887     16,980,340

                                
                 CITIZENS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
           Three-Months Ended March 31, 1996 and 1995
                                
                           (Unaudited)
                                
                                      Three-months ended March 31,
                                                           
                                         1996            1995
Cash flows from operating                                  
activities:
Net gain                                 $ 484,997       $272,883
Adjustments to reconcile net gain to                      
net cash provided by operating
activities:
Accrued investment income               291,232           294,733
Deferred policy acquisition costs       (108,662)         (653,472)
Amortization of cost of insurance                         
acquired and excess cost over net                      
assets acquired                      501,928           92,479
Prepaid reinsurance                     (1,747,763)       (1,737,919)
Reinsurance recoverable                 167,654           (31,635)
Other receivables                       416,766           162,153
Property, plant and equipment           (175,906)         102,024
Future policy benefit reserves          3,079,677         2,398,644
Other policy liabilities                (56,597)          279,858
Commissions payable and other           (2,304,783)       (595,590)
liabilities
Amounts paid out as trustee             (63,371)          (73,305)
Federal income tax payable              (1,025,106)       (1,066,004)
Other, net                               (739,506)        (1,275,915)
Net cash provided (used) by operating                     
activities                           (1,279,440)       (1,831,066)
                                                         
Cash flows from investing                              
activities:
Maturity of fixed maturities            2,088,037          3,899,533
Sale of fixed maturities available for  9,921,092          7,444,040
sale
Purchase of fixed maturities available  (14,321,294)       (9,305,209)
for sale
Principal payments on mortgage loans    68,965             56,987
Net change in guaranteed student loans  26,638             (39,052)
Purchase of other long-term             0                  (50,771)
investments
Cash from merger                        78,436             0
Increase in policy loans (net)           (747,174)        (463,905)
                                                            
          Net cash provided (used)                     
            by investing activities  (2,885,300)       1,541,623



                                                      (Continued)
          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
           Three-Months Ended March 31, 1996 and 1995
                                
                           (Unaudited)
                                
                                         Three-months ended March
                                                  31,
                                                           
                                          1996           1995
Cash     flows    from     financing                    
activities:
Sale of stock                             145,359         0
Repayment of note payable                  (37,020)        (17,701)
Net cash provided (used) by financing                     
activities                             108,339          (17,701)
     
Net decrease in cash and short-                           
  term investments                       (4,056,401)     (307,144)
Cash and short term investments at                        
beginning                              7,248,853        4,259,887
    of period
Cash and short term investments at end    $3,192,452       $3,952,743
of period

          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 1996
                                
                           (Unaudited)
                                
(1)  Financial Statements
      
       The  balance  sheet for March 31, 1996, the statements  of
       operations  for  the three-month periods ended  March  31,
       1996  and 1995, and the statements of cash flows  for  the
       three-month periods then ended have been prepared  by  the
       Company without audit.  In the opinion of management,  all
       adjustments   (which   include   only   normal   recurring
       adjustments)  necessary to present  fairly  the  financial
       position, results of operations and changes in cash  flows
       at  March  31,1996  and for comparative periods  presented
       have been made.
       
      Certain   information  and  footnote  disclosures  normally
      included  in  financial statements prepared  in  accordance
      with  generally  accepted accounting principles  have  been
      omitted.   It is suggested that these financial  statements
      be  read  in conjunction with the financial statements  and
      notes  thereto included in the Company's December 31,  1995
      annual  10-K report filed with the Securities and  Exchange
      Commission.   The  results  of operations  for  the  period
      ended March 31, 1996 are not necessarily indicative of  the
      operating results for the full year.

(2)  Merger and Exchange

       On December 9, 1995, Citizens announced that it had signed
       definitive  written  agreements  for  the  acquisition  of
       Insurance  Investors  & Holding Co.,  a  Peoria,  Illinois
       based  life  insurance  holding  company.   The  agreement
       provided  that  following  the  acquisition  by  Citizens,
       Investors'   shareholders  will  receive  one   share   of
       Citizens'  Class A Common Stock for each eight  shares  of
       Investors Common Stock owned.  Additionally, Citizens will
       acquire  all  shares of Central Investors  Life  Insurance
       Company,  a  subsidiary of Insurance Investors &  Holding,
       not  wholly-owned by Insurance Investors,  based  upon  an
       exchange  ratio of one share of Citizens' Class  A  common
       stock  for  each  four shares of Central Investors  owned.
       Following approval by the Illinois Department of Insurance
       and  the  stockholders of Investors and  Central,  closing
       occurred  on  March  12, 1996.  The  transaction  involved
       issuance  of  approximately 171,000 of Citizens'  Class  A
       shares and was accounted for as a purchase.
       

                             ITEM 2
                                
              MANAGEMENT'S DISCUSSION AND ANALYSIS
                   OF FINANCIAL CONDITIONS AND
                      RESULTS OF OPERATIONS


Three-months ended March 31, 1996 and 1995

Net income for the three-months ended March 31, 1996 was up 77.8%
to  $484,997 from $272,833 for the same period in 1995.  Revenues
increased to $13,695,1409,763,884, an increase of 26.1% over  the
first  three months of 1995 when revenues were $10,862,138.   The
increase in revenues, which offset higher operating expenses  and
surrender  activity, accounts for the higher  earnings  in  1996.
Operating income (income before capital gains and federal  income
taxes)  was  $743,773 for the first quarter of 1996  compared  to
$366,872 for the same period in 1995, an increase of 102.7%.

Premium income for the first three months of 1996 was $11,521,303
compared to $9,273,129 for the same period in 1995.  This 24.2  %
increase  is  the  result of the acquisition of American  Liberty
Financial  Corporation ("ALFC") in 1995.  ALFC  contributed  $1.9
million  towards  the  first  quarter  premium  income  in  1996.
Production  of  new premiums by the agents of Citizens  Insurance
Company  of America ("CICA") was slightly lower during the  first
quarter of 1996 than in the previous year.  Management introduced
a  new  line of products and an enhanced marketing self-promotion
plan  during  April  of  1996 as part of  a  re-emphasis  of  new
production.   During  the  past two  years,  management  had  not
promoted  new sales and recruiting so as to emphasize the  growth
of   capital  through  a  Reg.  S  offering  of  stock  and   the
profitability of CICA on a statutory accounting basis.  These new
programs  will,  in the opinion of management, have  considerable
impact  on  new  production  once they  are  assimilated  by  the
marketing force.  New submitted annualized premiums in April 1996
were a record $1.02 million.

Net  investment income increased 38.2% in the first three  months
of  1996  compared  to the same period in 1995.   Net  investment
income  for  the three months ended March 31, 1996 was $2,078,688
compared  to  $1,503,937  in 1994.  This  increase  reflects  the
earnings  on  the  growth in the Company's  asset  base  that  is
occurring, as well as the higher yields that have been  available
in  the  bond  market  during the past year.  Overall  investment
return  has  been  hampered because the growth in  the  Company's
asset  base  has  occurred  during a  period  of  relatively  low
investment returns.

Claims and surrenders expense increased from $4,314,556 at  March
31, 1995 to $5,529,339 for the same period in 1996.  Death claims
decreased  slightly from $852,512 in 1995 to  $804,901  in  1996.
Management  is  pleased with the lack of increase  in  this  area
since  the Company's block of business has grown dramatically  in
recent   years   without  corresponding  increases   in   claims.
Additionally, the 1996 results include approximately $400,000  of
claims  related to the ALFC block of business.  Surrender expense
increased  from $2,294,804 to $2,997,205.  Management  constantly
monitors  this activity to insure that the Company's  persistency
is  holding at levels equal to or above assumptions.  Coupons and
endowments increased to $1,074,425 in 1996 from $992,785 in 1995.
The  endowment benefits are factored into the premium  much  like
dividends  and therefor, the increase does not pose a  threat  to
future   profitability.   Management  expects  to   see   further
increases  in this category in the future.  Accident  and  Health
benefits  were  $457,917 in 1996, compared to  $11,749  in  1995.
This  increase is directly related to the ALFC block of  business
which  consists  of  a  large block of  scheduled  benefit  daily
indemnity  policies.   The  remaining components  of  claims  and
expenses,  consisting of supplemental contracts and  payments  of
dividends  and endowments previously earned and held at interest,
amounted to $194,891 in 1996, compared to $162,706 in 1995.

Commission expense increased to $2,643,086 from $2,464,168.  This
increase  relates  to the addition of ALFC which  increased  such
expenses   by   $397,279.   Deferred  policy  acquisition   costs
capitalized in 1995 were $2,489,597 compared to $2,543,469 in the
prior  year.  The decline is related to the relatively flat level
of new sales during the quarter.  Amortization of these costs was
$1,889,997  for the first quarter of 1995 compared to  $2,380,935
for  1996.   The increase in amortization relates to  the  larger
block of capitalized costs being written off.

Underwriting,  acquisition and insurance expenses increased  from
$1,342,986  in  the  first quarter of 1995  to  $1,458,497.   The
increase  is  primarily  attributable to the  absorption  of  the
operating expenses of ALFC until its operations and business  can
be  converted  and  commingled with that of the  Company's  other
subsidiaries,  which  management expects to  achieve  during  the
third  quarter of 1996.  Approximately $644,000 of  the  expenses
for  the  first quarter of 1996 are related to ALFC's operations.
Management  expects  to achieve considerable reduction  of  these
expenses beginning in the third quarter.

Liquidity and Capital Resources

Stockholders' equity declined to $64,259,767 from $64,712,990  at
December 31, 1995.  The earnings achieved in 1996, as well  as  a
$1.6 million increase from the acquisition of Insurance Investors
&  Holding Co. for shares of the Company's stock were offset by a
decline  in the market value of the Company's available for  sale
fixed  maturity  portfolio as a result of a dramatic  decline  in
bond prices during the quarter.

On  October 27, 1994, Citizens completed the offering of  916,375
shares  of  its  Class  A Common Stock under  an  exemption  from
registration under the Securities Act of 1933.  The offering  was
made under Regulation S, which permits shares offered outside  of
the  United States to non-United Stated persons pursuant  to  its
guidelines may be resold in the United States by persons who  are
not  an  issuer, underwriter or dealer following a certain period
after  the close of the offering period.  The offering price  was
$7.00  per share.  The closing market price of the Class A common
shares  on  the date of the offering commencement was  $7.75  per
share  (as reported by the American Stock Exchange).  The Company
sold  916,375 shares, generating gross proceeds of more than $6.4
million,   and  net  proceeds  of  approximately  $5.4   million.
Management  was  pleased  with the amount  of  capital  generated
through  the  offering; however, it believes  that  the  offering
period was too short in light of the manner in which business  is
typically  transacted overseas.  Because of the  success  of  the
offering  in  the  limited time period,  a  second  offering  was
initiated  in  May 1995.  As of December 31, 1995,  approximately
95,500  shares  had  been purchased through  the  second  Reg.  S
offering, resulting in a net increase to capital of $638,980.  At
March  31, 1996, a total of 117,650 shares had been sold,  for  a
net of $784,339.

Invested   assets   declined  to  $128,219,922   in   1996   from
$130,024,739 at December 31, 1995 primarily as the  result  of  a
decline  in  the value of the Company's available for  sale  bond
portfolio.   At  March  31,  1996 and December  31,  1995,  fixed
maturities have been categorized into two classifications:  Fixed
maturities held to maturity, which are valued at amortized  cost,
and  fixed  maturities available for sale  which  are  valued  at
market.   The  Company  does not have a  plan  to  make  material
dispositions of fixed maturities during 1996; however, because of
continued   uncertainty  regarding  long-term   interest   rates,
management  cannot rule out sales during 1996.  Fixed  maturities
held  to maturity, amounting to $5,634,403 at March 31, 1996  and
$5,636,785  at  December  31,  1995  consist  primarily  of  U.S.
Treasury securities.  Management has the intent and believes  the
Company has the ability to hold the securities to maturity.

The Company's mortgage loan portfolio, which constitutes 1.4%  of
invested assets at March 31, 1996 and 1.5% at December 31,  1995,
has  historically  been composed of small  residential  loans  in
Texas.   At  March 31, 1996 and December 31, 1995,  one  mortgage
loan  was  in  default with a principal balance of  approximately
$92,000.   During 1995, the loan to an affiliate described  below
was  foreclosed.   Management  believes  that  in  the  event  of
foreclosure there is more than adequate collateralization on both
loans  to  avoid exposure to loss.  Management has established  a
reserve   of   $145,080  (approximately  7.5%  of  the   mortgage
portfolio's balance) to cover potential unforeseen losses in  the
Company's mortgage portfolio.

Policy loans comprise 15.3% of invested assets at March 31,  1996
and  14.5% at December 31, 1995.  These loans, which are  secured
by  the underlying policy values, have yields ranging from 5%  to
10%  percent  and maturities that are related to the maturity  or
termination of the applicable policies.  Management believes that
the  Company  maintains more than adequate liquidity despite  the
uncertain maturities of these loans.

Cash  balances  of  the Company in its primary depository,  Texas
Commerce  Bank  Austin, Texas, were significantly  in  excess  of
Federal Deposit Insurance Corporation (FDIC) coverage at December
31,  1995.   Management monitors the solvency  of  all  financial
institutions  in which it has funds to minimize the exposure  for
loss.  At March 31, 1996, management does not believe the Company
is  at risk for such a loss.  During 1996, the Company intends to
utilize  short-term  Treasury Bills and  highly-rated  commercial
paper  as  cash management tools to minimize excess cash balances
and enhance return.

In February 1992, the Company paid cash for an 80,000 square foot
office  building in Austin, Texas to serve as its primary office.
This  building  will,  in  the  opinion  of  management,  provide
adequate  space  for  the Company's operations  for  many  years.
Renovation  and  remodeling of the property began  in  the  third
quarter  of  1992  and the Company relocated to the  building  in
September 1993.  The Company occupies approximately 30,000 square
feet  of  space  in  the building.  The Company's  former  office
property,  consisting  of approximately  13,000  square  feet  in
Austin,  with a carrying value of $158,000 was leased to a  third
party on a triple-net basis for three years during 1995.

CICA  owned 1,955,457 shares of Citizens Class A common stock  at
march  31,  1996 and December 31, 1995. For statutory  accounting
purposes,  CICA  received  written  approval  from  the  Colorado
Insurance Department to carry its investment in Citizens  at  50%
of  the  fair  market  value limited to  8%  of  admitted  assets
($8,678,000), which differs from prescribed statutory  accounting
practices.  Statutory accounting practices prescribed by Colorado
require  that  the Company carry its investment at  market  value
reduced  by the percentage ownership of Citizens by CICA, limited
to  2%  of  admitted  assets.   As of  December  31,  1995,  that
permitted  transaction increased statutory surplus by  $4,077,000
over  what it would have been had prescribed accounting  practice
been   followed.    In   the  Citizens'  consolidated   financial
statements, this stock is shown as treasury stock.  During  1995,
Citizens re-acquired 115,943 of these shares and retired them.

CICA  had outstanding at March 31, 1996 and December 31, 1995,  a
$533,000  surplus debenture payable to Citizens.   For  statutory
accounting  purposes, this debenture is a component  of  surplus,
while  for GAAP it is eliminated in consolidation.  Citizens  has
recognized a liability for its related obligation to a bank in  a
like amount.

The  NAICNational Association of Insurance Commissioners ("NAIC")
has established minimum capital requirements in the form of Risk-
Based  Capital ("RBC").  Risk-based capital factors the  type  of
business  written by a company, the quality of  its  assets,  and
various other factors into account to develop a minimum level  of
capital called "authorized control level risk-based capital"  and
compares  this  level  to  an  adjusted  statutory  capital  that
includes   capital  and  surplus  as  reported  under   Statutory
Accounting Principles, plus certain investment reserves.   Should
the  ratio  of adjusted statutory capital to control level  risk-
based  capital fall below 200%, a series of actions by  insurance
regulators begins.  At December 31, 1995 and 1994, CICA's  ratios
were  700.6% and 560.6%, respectively, well above minimum levels.
ALLIC's ratios were 939.6% and 1,000.8%, respectively, also  well
above minimum levels.

The  Deficit  Reduction  Act of 1984 added  Section  807  to  the
Internal  Revenue Code ("IRC") which mandated the use  of  a  new
method  for  computing  tax reserves.  In  general,  Section  807
provides that tax reserves can never exceed the amount taken into
account  in computing statutory reserves.  The applicable reserve
is  the higher of the net surrender value of the contract or  the
reserve  determined  by  means  of  a  formula.   The  term  "net
surrender  value" means the cash value of the policy  reduced  by
any penalty or charge imposed upon surrender.

The  formula  approach used in computing the reserve consists  of
the following:

(1)   The  tax  reserve  method  applicable  to  the  contract  -
generally the Commissioners' Reserve Valuation Method (CRVM)  for
life  insurance  contracts, the Commissioners' Annuities  Reserve
Valuation Method (CARVM) for annuity contracts, and the  two-year
full  preliminary  term  method for non-cancelable  accident  and
health contracts;

(2)   The greater of the applicable Federal interest rate or  the
prevailing  state  assumed interest rate  which  is  the  highest
assumed  interest  rate  permitted by  26  states  for  computing
reserves  of a life insurance or an annuity contract at the  time
the contract is issued; and

(3)   The  most  recent commissioner's standard  table  permitted
under the insurance laws of 26 states at the time the contract is
issued.

Generally, under prior law, a life insurance company's  deduction
for  increases  in its reserves was based upon reserves  required
for   state   law  purposes  which  were  computed  using   lower
conservative interest rate assumptions.  The 1984 Act's  required
use  of higher interest rates results in substantially lower  tax
reserves  and  lower  increases in reserves, and  thereby  higher
levels of taxable income and tax.

The Budget Reconciliation Act of 1990 added IRC Section 848 which
requires  insurance companies, beginning in 1990,  to  capitalize
and   amortize   policy  acquisition  expenses.   For   statutory
accounting  purposes, these acquisition expenses are deducted  in
the year incurred.

The enactment of the two provisions above has had a severe impact
upon  the effective tax rate paid by CICA, resulting in effective
tax  rates  exceeding 100% in each of the last three years.   The
impact of such high effective tax rates is that CICA is forced to
pay  Federal  income  taxes out of surplus, rather  than  income,
thereby  limiting  the  statutory surplus available  for  use  in
writing  new  business.   Although these provisions  have  little
effect  on  the Company's overall results on a GAAP  basis  as  a
result  of  the  recognition of deferred taxes, they  do  have  a
considerable  impact  on the results under  Statutory  Accounting
Principles  which do not recognize such items.   For  1995,  CICA
incurred  tax  expense on a Statutory basis at an  effective  tax
rate  of  74% (eliminating intercompany capital gains).  For  the
year ended December 31, 1994, taxes were incurred at an effective
rate  of approximately 289% of income before tax.  For 1993,  the
incurred  rate  was 131%.  In the event that CICA was  unable  to
attract  additional capital, as it did in 1994,  its  ability  to
write  new business would be severely limited due to the  ongoing
drain on Statutory surplus.  Management believes the Company  has
adequate  levels  of capital on hand with the additional  capital
infused  during 1994 and 1995 to continue to expand the Company's
writing of new business.

Financial Accounting Standards

      In December 1992, the FASB issued Statement 113 "Accounting
and Reporting for Reinsurance of Short-Duration and Long-Duration
Contracts" ("Statement 113").  Statement 113 eliminated  the  net
reporting  of reinsurance amounts in the balance sheet previously
required  by  Statement 60 "Accounting by Insurance Enterprises."
Statement  113  also  provides  accounting  guidance  for  ceding
enterprises  as well as disclosure requirements and  guidance  on
assessing    transfer   of   risk   in   reinsurance   contracts.
Furthermore, it precludes immediate recognition of gains  related
to reinsurance contracts unless the ceding enterprise's liability
to its policyholders is extinguished.

      The  Company adopted Statement 113 in the first quarter  of
1993.    There  was  no  impact  on  the  consolidated  financial
statements due to implementation of the risk transfer provisions.

      In  May 1993, the FASB issued Statement 114 "Accounting  by
Creditors for Impairment of a Loan" ("Statement 114").  Statement
114  requires impaired loans to be measured based on the  present
value  of  expected future cash flows discounted  at  the  loan's
effective interest rate or at the loan's observable market  price
or  the  fair  value of the collateral if the loan is  collateral
dependent.  Statement 114 is effective for years beginning  after
December 15, 1994  Implementation did not have a material  impact
on the Company's financial statements.

        Also  in  1993, the FASB issued Statement 115 "Accounting
for   Certain   Investments  in  Debt  and   Equity   Securities"
("Statement 115").  Statement 115 requires the classification  of
debt  and  equity  securities as held  to  maturity,  trading  or
available  for  sale  based  on  established  criteria.   Trading
securities  are  bought and held principally for the  purpose  of
resale   in  the  near  term.   The  Company  had  no  investment
securities classified as trading at January 1, 1994, December 31,
1994 or December 31, 1995.  Held-to-maturity securities are those
in  which  the  Company has the ability and intent  to  hold  the
security  until maturity.  All other securities not  included  in
trading or held-to-maturity are classified as available-for-sale.

        Trading and available-for-sale securities are recorded at
fair   value.    Held-to-maturity  securities  are  recorded   at
amortized  cost,  adjusted for the amortization or  accretion  of
premiums  or discounts.  Unrealized holding gains and  losses  on
trading  securities are included in earnings.  Unrealized holding
gains and losses, net of the related tax effect, on available-for-
sale securities are excluded from earnings and are reported as  a
separate   component  of  stockholders'  equity  until  realized.
Transfers of securities between categories are recorded  at  fair
value  at  the  date of transfer.  Unrealized holding  gains  and
losses  are  recognized  in earnings for transfers  into  trading
securities.   Unrealized holding gains or losses associated  with
transfers  of  securities from held-to-maturity to available-for-
sale  are  recorded  as  a  separate component  of  stockholders'
equity.  The unrealized holding gains or losses included  in  the
separate  component  of  equity for securities  transferred  from
available-for-sale   to  held-to-maturity  are   maintained   and
amortized  into earnings over the remaining life of the  security
as  an  adjustment  to  yield  in a manner  consistent  with  the
amortization  or  accretion  of  premium  or  discount   on   the
associated security.

       A decline in the market value of any available-for-sale or
held-to-maturity  security below cost that is deemed  other  than
temporary  is  charged to earnings resulting in the establishment
of a new cost basis for the security.

        Premiums and discounts are amortized or accreted over the
life of the related security as an adjustment to yield using  the
effective  interest  method.  Dividend and  interest  income  are
recognized when earned.  Realized gains and losses for securities
classified   as   available-for-sale  and  held-to-maturity   are
included   in  earnings  and  are  derived  using  the   specific
identification  method  for determining the  cost  of  securities
sold.  The Company adopted Statement 115 at January 1, 1994.  The
impact  on  the  consolidated stockholders'  equity  due  to  the
implementation was $690,388 relating to the unrealized  gains  on
the available-for-sale portfolio, net of deferred tax.


                   PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings

       None.

Item 2 Changes in Securities

       None,  other than disclosed in the Notes to the  Financial
       Statements  or  Management's Discussion  and  Analysis  of
       Financial Condition and Results of Operations.
       
Item 3.   Defaults upon Senior Securities

       None.

Item 4.   Submission of Matters to a Vote of Security Holders

       None.

Item 5.   Other Information

       The  Annual  meeting  of  stockholders  will  be  held  on
       Tuesday,  June  4,  1996, at 10:00 a.m. at  the  Company's
       executive  offices.  The record date for the  meeting  was
       April 17, 1996.

       
       
Item 6.   Exhibits and Reports on Form 8-K

          None.

                           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.

                                CITIZENS, INC.



                                By:/s/ Mark A. Oliver_____
                                   Mark A. Oliver, FLMI
                                   Executive Vice President
                                   Secretary / Treasurer
                                   Chief Financial Officer

Date:    May 15, 1995May 24,1996



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