CITIZENS INC
10-Q, 1997-05-14
LIFE INSURANCE
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                            FORM 10-Q
                                
[X]Quarterly  Report  Pursuant to Section  13  or  15(d)  of  the
   Securities Exchange Act of 1934

For the period ended     March 31, 1997

                               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, 1997, Registrant had 19,893,759 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,   1997 
               (Unaudited)                            3
                 and December 31, 1996
               
                Statements of Operations, Three-Months 
                 Ended March 31, 1997                 
                 and 1996 (Unaudited)                 5
               
                Statements of Cash Flows, Three-Months 
                 Ended March 31, 1997                 
                 and 1996 (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, 1997 and December 31, 1996
                                
                                
                                                           
                                       (Unaudited)     December
                                        March 31,         31,
                                          1997           1996
Assets                                                  

Investments:                                            

Fixed maturities held for investment,                     
at amortized cost (market $5,054,000                   
in 1997 and $5,217,000 in 1996)                        
                                       5,624,725      5,627,256
Fixed maturities available for sale,                      
at lower of cost or market (cost                       
$109,804,415 in 1997 and                               
$110,759,634 in 1996                   108,697,000     109,723,050
Equity securities, at market (cost                        
$89,580 in 1997  and 1996)                             
                                      50,155          50,155
Mortgage loans on real estate (net of                     
reserve of $50,000 in 1997 and 1996)                   
                                      1,566,395       1,672,522
Policy loans                              19,828,718      19,819,125
Guaranteed student loans (net of                          
reserve of $10,000 in 1997 and 1996)                   
                                      304,845         298,683
Other long-term investments               939,519         920,345
Short-term investments                    2,050,000          200,000
Total investments                       139,061,357     138,311,136
                                                          
Cash                                      3,979,597       6,085,383
Prepaid reinsurance                       1,717,236       0
Reinsurance recoverable                   2,680,945       1,773,541
Other receivables                         661,136         594,088
Accrued investment income                 1,367,170       1,682,084
Federal income tax receivable             0               357,608
Deferred policy acquisition costs         36,650,734      36,933,753
Cost of insurance acquired                7,032,582       7,219,594
Excess of cost over net assets                            
acquired                               14,291,316      13,677,800
Other intangible assets                   1,586,950       1,633,625
Property, plant and equipment             5,340,300       5,442,578
Other assets                              1,085,109       
                                                      743,636
Total assets                            215,454,432     214,454,826


                                                      (Continued)
          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
              March 31, 1997 and December 31, 1996
                                
                                
                                                           
                                       (Unaudited)     December
                                        March 31,         31,
                                          1997           1996
Liabilities and Stockholders' Equity                       

Liabilities:                                               
Future policy benefit reserves            134,616,904     132,401,079
Dividend accumulations                    3,951,378       3,961,603
Premium deposits                          1,767,975       1,803,358
Policy claims payable                     2,993,345       2,966,818
Other policyholders' funds                1,931,389       1,958,992
  
Total policy liabilities                145,260,991     143,091,850
       
Other liabilities                         1,731,041       2,052,001
Commissions payable                       674,085         928,288
Notes payable                             478,668         489,166
Deferred Federal income tax               125,729         842,250
Federal income tax payable                103,351         0
Amounts held on deposit                     176,103         168,255
Total liabilities                       148,549,968     147,571,810
       
Stockholders' Equity:                                   
Common stock:                                             
Class A, no par value, 50,000,000                         
shares authorized, 21,838,494 shares                   
issued in 1997 and 21,761,894 in                       
1996, including shares in treasury                     
of 1,944,735 in 1997                   47,340,175      45,941,552
       and 2,077,947 in 1996
Class B, no par value, 1,000,000                          
shares authorized, 621,049 shares                      
issued and outstanding in 1997 and                     
1996                                   283,262         283,262
Unrealized loss on investments            (2,099,312)     (710,166)
Retained earnings                         23,308,949      23,430,634
                                          68,833,073      68,945,282
Treasury stock, at cost                   (1,928,609)     (2,062,266)
Total stockholders' equity              66,904,464      66,883,016
Commitments and contingencies                             
Total liabilities and stockholders'                       
equity                                 215,454,432     214,454,826
          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
           Three-Months Ended March 31, 1997 and 1996
                                
                           (Unaudited)
                                
                                         Three-months ended March
                                                  31,
                                                           
                                          1997           1996
Revenues:                                               
Premiums                                 11,510,447      11,521,304
Annuity    and    Universal     life                    
considerations                         104,268         95,148
Net investment income                    2,353,826       2,078,688
Other income                            63,979          12,635
Realized    gains    (losses)     on                    
investments                            117,840         (8,928)
Interest expense                         (10,365)        (28,150)
                                        14,139,994      13,670,697
Benefits and expenses:                                  
Insurance benefits paid or provided:                    
Increase in future policy benefit                       
reserves                               1,427,297       2,230,975
Policyholders' dividends                479,687         450,241
Claims and surrenders                   7,019,684       5,529,339
Annuity expenses                          185,932         230,448
                                        9,112,601       8,441,003
                                                        
Commissions                             2,288,367       2,643,086
Underwriting, acquisition and                             
insurance expenses                     2,226,492       1,458,497
Capitalization of deferred policy                         
acquisition costs                      (2,062,089)     (2,489,597)
Amortization of deferred policy                           
acquisition costs                      2,345,108       2,380,935
Amortization of cost of insurance                         
acquired and excess of cost over net                   
assets acquired                          420,171         501,928
                                        14,330,650      12,935,852
Income  (loss) before federal income                    
tax                                    (190,656)        $734,845
  
Federal income tax:                                     
Federal income tax expense (benefit)     (68,972)         249,848
Net Income (Loss)                       (121,684)        $484,997
                                                           
Per Share Amounts:
Net  income  (loss)  per  share   of     $(0.01)         $0.03
common stock
Weighted average shares outstanding    19,849,662     19,602,887

                                
                 CITIZENS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
           Three-Months Ended March 31, 1997 and 1996
                                
                           (Unaudited)
                                
                                          Three-months ended March
                                                   31,
                                                            
                                          1997            1996
Cash flows from operating                                   
activities:
Net gain (loss)                           (121,684)        484,997
Adjustments to reconcile net gain to                     
net cash provided by operating
activities:
Accrued investment income                314,914         291,232
Deferred policy acquisition costs        283,019         (108,662)
Amortization of cost of insurance                        
acquired and excess cost over net                      
assets acquired                                        
                                      420,171         501,928
Prepaid reinsurance                      (1,717,236)     (1,747,763)
Reinsurance recoverable                  (907,404)       167,654
Other receivables                        (67,048)        416,766
Property, plant and equipment                            
                                      102,278         (175,906)
Future policy benefit reserves                           
                                      2,215,825       3,079,677
Other policy liabilities                 (46,684)        (56,597)
Commissions payable and other                            
liabilities                            (1,302,182)     (2,304,783)
Amounts received (paid out) as trustee                   
                                      7,848           (63,371)
Federal income tax payable               103,351         (1,025,106)
Other, net                                 981,785        (739,506)
Net cash provided (used) by operating                    
activities                             266,953         (1,279,440)
                                                        
Cash flows from investing                         
activities:
Maturity of fixed maturities              966,518         2,088,037
Sale of fixed maturities available for                    
sale                                   7,841,188       9,921,092
Purchase of fixed maturities available                    
for sale                               (9,724,071)     (14,321,294)
Principal payments on mortgage loans                      
                                      106,127         68,965
Net change in guaranteed student loans                    
                                      (6,162)         26,638
Purchase of other long-term                               
investments                            (19,174)        0
Cash from merger                          0               78,436
Increase in policy loans (net)               (9,593)        (747,1
                                                     74)
                                                         
          Net cash provided (used)                     
            by investing activities    (845,167)       (2,885,300)



                                                      (Continued)
          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
           Three-Months Ended March 31, 1997 and 1996
                                
                           (Unaudited)
                                
                                         Three-months ended March
                                                  31,
                                                           
                                          1997           1996
Cash     flows    from     financing                    
activities:
Exercise of stock options                 140,500         0
Sale of stock                             192,426         145,359
Repayment of note payable                  (10,498)        (37,020)
Net cash provided (used) by financing                     
activities                             322,428         108,339
     
Net decrease in cash and short-                           
    term investments                   (255,786)       (4,056,401)
Cash and short term investments at                        
beginning of period                    6,285,383       7,248,853
Cash and short term investments at end                    
of period                              $6,029,597      $3,192,452

          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 1997
                                
                           (Unaudited)
                                
(1)  Financial Statements
      
       The  balance  sheet for March 31, 1997, the statements  of
       operations  for  the three-month periods ended  March  31,
       1997  and 1996, 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  31,1997  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,  1996
      annual  10-K report filed with the Securities and  Exchange
      Commission.   The  results  of operations  for  the  period
      ended March 31, 1997 are not necessarily indicative of  the
      operating results for the full year.

(2)  Pending Merger

      On  October 28, 1996, Citizens announced that it had signed
      definitive  written  agreements  for  the  acquisition   of
      American Investment Network, Inc. (American Investment),  a
      Jackson, Mississippi, based life insurance holding  company
      with  $7.5 million in assets, $3.4 million of stockholders'
      equity,  revenues of $3.2 million and $67 million  of  life
      insurance in force.
      
      The  American Investment agreement provides that  following
      the  acquisition,  American  Investment  shareholders  will
      receive  1 share of Citizens Class A Common Stock for  each
      7.2  shares  of  American Investment  Common  Stock  owned.
      Approximately  700,000 Class A shares are  expected  to  be
      issued  in connection with the transaction, which  will  be
      accounted  for as a purchase.  The companies will  continue
      to  operate in their respective locations under a  combined
      management   team  with  consolidation  of  computer   data
      processing  on  the  Citizens' system.   The  agreement  is
      subject  to  approval by American Investment's shareholders
      at  a meeting called for June 19, 1997.  It was approved by
      regulatory authorities in Mississippi on April 1, 1997.
       

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

Certain  statements contained in this Form 10Q are not statements
of  historical  fact  and  constitute forward-looking  statements
within  the  meaning of the Private Securities Litigation  Reform
Act  (the  "Act"), including, without limitation, the  italicized
statements and the statements specifically identified as forward-
looking  statements within this document.  In  addition,  certain
statements  in future filings by the Company with the  Securities
and  Exchange  Commission, in press releases,  and  in  oral  and
written  statements made by or with the approval of  the  Company
which  are not statements of historical fact constitute  forward-
looking  statements within the meaning of the Act.   Examples  of
forward-looking statements, include, but are not limited to:  (i)
projections  of revenues, income or loss, earnings  or  loss  per
share,   the   payment  or  non-payment  of  dividends,   capital
structure, and other financial items, (ii)  statements  of  plans
and  objectives  of  the Company or its management  or  Board  of
Directors including those relating to products or services, (iii)
statements of future economic performance and (iv)  statements of
assumptions   underlying   such  statements.    Words   such   as
"believes",   "anticipates",  "expects",  "intends",  "targeted",
"may",  "will" and similar expressions are intended  to  identify
forward-looking  statements but are not the  exclusive  means  of
identifying such statements.

Forward-looking statements involve risks and uncertainties  which
may  cause actual results to differ materially from those in such
statements.   Factors that could cause actual results  to  differ
from  those discussed in the forward-looking statements  include,
but  are  not limited to:  (i)  the strength of foreign and  U.S.
economies  in general and the strength of the local economies  in
which  operations are conducted;  (ii) the effects of and changes
in   trade,   monetary  and  fiscal  policies  and  laws;   (iii)
inflation,  interest rates, market and monetary fluctuations  and
volatility; (iv)  the timely development of and acceptance of new
products  and  services  and perceived  overall  value  of  these
products  and  services by existing and potential customers;  (v)
changes  in consumer spending, borrowing and saving habits;  (vi)
concentrations of business from persons residing in  third  world
countries;  (vii)   acquisitions;  (viii)   the  persistency   of
existing  and future insurance policies sold by the  Company  and
its  subsidiaries;  (ix)  the dependence of the  Company  on  its
Chairman of the Board; (x)  the ability to control expenses; (xi)
the effect of changes in laws and regulations (including laws and
regulations concerning insurance) with which the Company and  its
subsidiaries  must  comply,  (xii)   the  effect  of  changes  in
accounting  policies  and practices, as may  be  adopted  by  the
regulatory agencies as well as the Financial Accounting Standards
Board,   (xiii)   changes  in  the  Company's  organization   and
compensation  plans; (xiv)  the costs and effects  of  litigation
and  of  unexpected or adverse outcomes in such  litigation;  and
(xv)   the  success of the Company at managing the risks involved
in the foregoing.

Such  forward-looking statements speak only as  of  the  date  on
which  such  statements are made, and the Company  undertakes  no
obligation  to  update any forward-looking statement  to  reflect
events or circumstances after the date on which such statement is
made to reflect the occurrence of unanticipated events.

Three-months ended March 31, 1997 and 1996

Net  loss  for the three-months ended March 31, 1997 was 121,684,
compared  to  a  gain  of 484,997 for the same  period  in  1996.
Revenues increased to $14,139,9949,763,884, an increase  of  3.4%
over   the  first  three  months  of  1996  when  revenues   were
$13,670,697.   The  increase in revenues was driven  by  a  13.2%
increase  in investment income.  The primary reason for the  loss
in  1997  was  a  non-recurring charge of approximately  $400,000
related  to the acquisition of the minority interest not  already
owned of First American Investment Corporation for shares of  the
Company's stock previously held in treasury.

Premium income for the first three months of 1996 was $11,510,447
compared  to $11,521,304 for the same period in 1996.  Production
of  new  premiums by the agents of Citizens Insurance Company  of
America ("CICA") was slightly higher 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
mid-1996 as part of a re-emphasis of new production.  During  the
past  several  years, management had not promoted new  sales  and
recruiting  so as to emphasize the growth of capital through  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.  Premium income was negatively impacted  during
the  quarter  due to the pending merger of American Liberty  into
CICA   and   the  conversion  of  the  administrative   functions
previously  performed in Baton Rouge, Louisiana being transferred
to  Austin,  Texas  in late 1996.  Additionally,  management  re-
evaluated  the  commission contracts offered by American  Liberty
and  in  late  1996 notified the majority of agents  writing  new
business that there would be a substantial reduction in the first
year  commission  they had been receiving.   Management  believes
that  such  actions will limit the production of new business  by
the  American Liberty agents; however, the business produced will
offer  significantly  greater  opportunity  for  profit  for  the
company than that previously sold.

Net  investment income increased 13.2% in the first three  months
of  1997  compared  to the same period in 1996.   Net  investment
income  for  the three months ended March 31, 1997 was $2,353,826
compared  to  $2,078,688  in 1996.  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.  A shift in investment
strategy  implemented in 1996 to shift away  from  U.S.  Treasury
instruments  to government guaranteed mortgage backed  securities
and agency issues will, in the opinion of management continue  to
offer greater return with a minimum amount of additional risk.

Claims and surrenders expense increased from $5,529,339 at  March
31, 1996 to $7,019,684 for the same period in 1996.  Death claims
increased   from  $1,375,403  in  1997  to  $804,901   in   1996.
Management  believes  the  increase  in  claims  is  a  temporary
situation,  and  not  indicative  of  an  adverse  trend  on  the
Company's  international life insurance.  Claims on the  domestic
business  remained relatively stable compared to 1996.  Surrender
expense  increased  to  $3,845,231 from, $2,997,205.   Management
constantly  monitors this activity to insure that  the  Company's
persistency  is holding at levels equal to or above  assumptions.
The increase in the first quarter is, in management's opinion,  a
carryover  from  the impact of the termination  of  several  well
established agents during 1996.  Coupons and endowments increased
to  $1,092,958  in 1997 from $1,074,425 in 1996.   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
$490,599 in 1997, compared to $457,917 in 1996.  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 $215,493  in
1996, compared to $194,891 in 1996.

Commission expense decreased to $2,288,367 from $2,643,086.   The
decrease  reflects  a slight decline in the  amount  of  business
issued  during the quarter compared to the prior year/.  Deferred
policy  acquisition  costs capitalized in  1997  were  $2,062,089
compared to $2,489,597 in the prior year.  The decline is related
to  the  relatively flat level of new sales during  the  quarter.
Amortization of these costs was $2,345,108 for the first  quarter
of 1997 compared to $2,380,935 for 1996.

Underwriting,  acquisition and insurance expenses increased  from
$1,458,497  in  the  first quarter of 1996  to  $2,226,492.   The
increase  is  primarily  attributable to the  absorption  of  the
operating  expenses of ALFC.  Additionally, a one-time charge  of
approximately  $400,000 was incurred during the  quarter  as  the
result  of the acquisition of a 5.52% interest in First  American
Investment Corporation, a 94.48% subsidiary of American  Liberty.
Management believes such acquisition, which entailed the issuance
of 133,212 shares of the Company's Class A shares previously held
in  treasury,  will  prove to be of significant  benefit  to  the
Company  in the long term.  The removal of First American  allows
the  merger  of American Liberty and CICA to proceed as  well  as
remedying an unhappy block of minority holders of First  American
who were left without a market for their First American shares as
the  result  of  an intrastate offering that was only  marginally
successful.  Management expects to achieve significant reductions
in  expenses beginning late in the second quarter of 1997 due  to
the   execution  of  an  agreement  with  Worldwide  Professional
Associates, Inc., an international marketing company,  to  manage
the  Company's international sales activities in exchange for  an
overriding  commission  on  new  sales.   As  a  result  of  this
agreement,  the Company will eliminate approximately $900,000  of
fixed  overhead on an annual basis, in exchange for the  variable
cost of the commission override.





Liquidity and Capital Resources

Stockholders' equity increased to $66,904,464 at March  31,  1997
from  $66,883,016 at December 31, 1996. The loss from operations,
as  well as a decrease in the market value of the Company's  bond
portfolio  offset additional capital raised through  the  ongoing
Regulation  S  offering, the First American acquisition  and  the
exercise  of certain stock options that had been outstanding  for
some time..

In  May 1995 an offering under Regulation S was initiated to  the
Company's  international policyholders.  Expiring on October  31,
1997 it currently prices the shares at $7.50 and requires a three-
year  holding period..  As of March 31, 1997, an additional  $1.1
million had been raised through the offering.

Invested assets grew to $139,061,357 in 1997 from $138,311,136 at
December  31, 1996.  At December 31, 1996, 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  1997; however,  because  of  continued
uncertainty regarding long-term interest rates, management cannot
rule  out  sales during 1997.  Fixed maturities held to maturity,
amounting  to  $5,624,725  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 1.2%  of
invested  assets at December 31, 1996, (1.1% at March  31,  1997)
has  historically  been composed of small  residential  loans  in
Texas.   At December 31, 1996, no mortgage loans were in default.
Management has established a reserve of $50,000 at March 31, 1997
and   December  31,  1996  (approximately  3%  of  the   mortgage
portfolio's balance) to cover potential unforeseen losses in  the
Company's mortgage portfolio.

Policy  loans  comprise 14.3% of invested assets at December  31,
1996  compared to 14.3% at December 31, 1996.  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  March
31, 1997 and December 31, 1996.  Management monitors the solvency
of  all  financial institutions in which it has funds to minimize
the  exposure for loss.  At March 31, 1997, management  does  not
believe the Company is at risk for such a loss.  During 1997, 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 27,000 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 $146,000 was leased to a  third
party  on  a triple-net basis for three years during  1995.   The
lease  provided  that the party can purchase the building  during
the first 18 months of the lease for $850,000 cash, with no lease
payments  applying  to  the purchase price.   The  option  period
expired in 1996.  The property is being re-marketed with  a  $1.5
million  asking  price.   The tenant retains  a  right  of  first
refusal for the remainder of the lease.

CICA  owned 1,955,457 shares of Citizens Class A common stock  at
December  31, 1996 (1,822,245 at March 31, 1997).  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 7% of admitted assets
($8,310,000), 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,  1996,  that
permitted  transaction increased statutory surplus by  $4,000,000
over  what it would have been had prescribed accounting practices
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.
During   1997,  approximately  133,212  shares  were  issued   in
conjunction with the First American transaction.

CICA  had outstanding at March 31, 1997 and December 31, 1996,  a
$466,000  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 the Company
would  begin.   At  December 31, 1996 and 1995, CICA,  ALLIC  and
CILIC were well above required minimum levels.

Financial Accounting Standards

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.

In March 1995, the FASB issued Statement 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets  to  Be
Disposed of."  Statement 121 established accounting standards for
the  recognition  and  measurement of  impairment  on  long-lived
assets, certain identifiable intangibles, and goodwill related to
those  assets to be held and used and for long-lived  assets  and
certain  intangibles to be disposed of.  This statement does  not
apply  to  long-lived assets such as deferred policy  acquisition
costs  and  deferred tax assets.  Statement 121 is effective  for
fiscal  years  beginning after December 15, 1995.  The  Statement
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, 1996 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.


                   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  3,  1997, at 10:00 a.m. at  the  Company's
       executive  offices.  The record date for the  meeting  was
       April 15, 1997.

       
       
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
                                   President

Date:    May 15, 1995May 13,1997



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