CITIZENS INC
10-Q, 1998-05-15
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, 1998

                               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:   1-13004


                         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, 1998, Registrant had 20,765,088 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,   1998 
                 (Unaudited) and December 31, 1997    3
               
                Statements of Operations, Three-Months 
                 Ended   March  31,  1998  and   1997 
                 (Unaudited)                          5
               
                Statements of Cash Flows, Three-Months 
                 Ended   March  31,  1998  and   1997 
                 (Unaudited)                          6
               
                Notes to Financial Statements          8
               
        Item 2. Management's  Discussion and  Analysis 
                 of  Financial Conditions and Results 
                 of Operations                        9
               
Part    Other Information                             15
II.

          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
              March 31, 1998 and December 31, 1997
                                
                                
                                       (Unaudited)         
                                        March 31,      December
                                          1998            31,
                                                         1997
Assets                                                  

Investments:                                            

Fixed maturities held for investment,                     
at amortized cost (market $5,722,000                   
in 1998 and $5,704,000 in 1997)                       
                                        $5,614,442     $ 5,617,131
Fixed maturities available for sale,                      
at lower of cost or market (cost                       
$133,339,097 in 1998 and                               
$130,621,420 in 1997                   135,739,097     133,021,681
Equity securities, at market (cost                      
in $815,270 in 1998  and $983,513 in                   
1997)                                      800,378         978,391
Mortgage loans on real estate (net of                     
reserve of $50,000 in 1998 and 1997)                   
                                         1,258,149       1,287,295
Policy loans                            20,554,697      20,466,184
Guaranteed student loans (net of                          
reserve of $10,000 in 1998 and 1997)                   
                                            32,596          81,681
Other long-term investments                896,016         899,329
Short-term investments                     700,000         300,000
Total investments                      165,595,375     162,651,692
                                                          
Cash                                     4,314,450       6,454,956
Prepaid reinsurance                      1,424,865       -
Reinsurance recoverable                  1,719,205       2,069,423
Other receivables                          956,223       1,007,878
Accrued investment income                1,458,586       2,010,512
Deferred policy acquisition costs       36,507,763      37,107,070
Cost of insurance acquired              10,255,627      10,639,667
Excess of cost over net assets          17,002,957      17,466,123
acquired
Other intangible assets                  2,520,125       2,596,925
Property, plant and equipment            5,700,190       5,795,573
Deferred Federal income tax              1,243,209         572,430
Other assets                               979,040       1,147,186
Total assets                           249,677,615     249,519,435
                                                      (Continued)
          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
              March 31, 1998 and December 31, 1997
                                
                                
                                       (Unaudited)         
                                        March 31,      December
                                          1998            31,
                                                         1997
Liabilities and Stockholders' Equity                       

Liabilities:                                               
Future policy benefit reserves          153,759,218     152,119,042
Dividend accumulations                    4,772,091       4,789,194
Premium deposits                          2,059,248       2,010,102
Policy claims payable                     2,762,466       3,488,484
Other policyholders' funds                1,906,586       1,873,588
  
Total policy liabilities                165,259,609     164,280,410
       
Other liabilities                         1,950,973       2,703,346
Commissions payable                         774,929         880,811
Notes payable                               933,208         937,430
Federal income tax payable                  768,745         762,992
Amounts held on deposit                     217,143         372,748
Total liabilities                       169,904,607     169,937,737
       
Stockholders' Equity:                                   
Common stock:                                             
Class A, no par value, 50,000,000                       
shares authorized, 21,838,494 shares                   
issued in 1998 and 1997, including                     
shares in treasury of 1,944,735 in                     
1998 and 1997                                          
                                                      
                                        52,790,642      52,790,643
Class B, no par value, 1,000,000                          
shares authorized, 621,049 shares                      
issued and outstanding in 1998 and                     
1997                                       283,262         283,262
Unrealized gain on investments           1,659,517       1,580,790
Retained earnings                       26,968,741      26,856,157
                                        81,702,162      81,510,852
Treasury stock, at cost                 (1,929,154)     (1,929,154)
Total stockholders' equity              79,773,008      79,581,698
Commitments and contingencies                             
Total liabilities and stockholders'    249,677,615     249,519,435
equity
          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
           Three-Months Ended March 31, 1998 and 1997
                                
                           (Unaudited)
                                
                                         Three-months ended March
                                                  31,
                                                           
                                          1998           1997
Revenues:                                               
Premiums                                $13,420,674     $11,510,447
Annuity    and    Universal     life         66,498         104,268
considerations
Net investment income                     2,842,631       2,353,826
Other income                                118,419          63,977
Realized gains on investments                30,651         117,840
Interest expense                            (18,592)        (10,365)
                                         16,460,281      14,139,993
Benefits and expenses:                                  
Insurance benefits paid or provided:                    
Increase in future policy benefit         1,511,674       1,427,297
reserves
Policyholders' dividends                    690,280         479,687
Claims and surrenders                     6,771,493       7,019,684
Annuity expenses                             98,572         185,932
                                          9,072,019       9,112,600
                                                        
Commissions                               2,886,216       2,288,367
Underwriting, acquisition and             2,859,351       2,226,492
insurance expenses
Capitalization of deferred policy        (1,514,707)     (2,062,089)
acquisition costs
Amortization of deferred policy           2,114,014       2,345,108
acquisition costs
Amortization of cost of insurance                         
acquired and excess of cost over net        893,882         420,171
assets acquired
                                         16,310,775      14,330,649
                                                        
Income  (loss) before federal income       $149,506       $(190,656)
tax
  
Federal income tax:                                     
Federal income tax expense (benefit)         36,922         (68,972)
Net Income (Loss)                          $112,584       $(121,684)
                                                           
Per Share Amounts:
Basic and diluted earnings  per  share       $0.01         $(0.01)
of common stock
Weighted average shares outstanding    21,386,137     20,470,711

                                
                 CITIZENS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
           Three-Months Ended March 31, 1998 and 1997
                                
                           (Unaudited)
                                
                                         Three-months ended March
                                                  31,
                                                           
                                          1998           1997
Cash flows from operating                                  
activities:
Net gain (loss)                          112,584        (121,684)
Adjustments to reconcile net gain to                     
net cash provided by operating
activities:
Accrued investment income                551,926         314,914
Deferred policy acquisition costs        599,307         283,019
Amortization of cost of insurance                        
acquired and excess cost over net                      
assets acquired                                        
                                         847,206         420,171
Prepaid reinsurance                   (1,424,865)     (1,717,236)
Reinsurance recoverable                  350,218        (907,404)
Other receivables                         51,655         (67,048)
Deferred Federal income tax             (670,779)           0
Property, plant and equipment             95,383         102,278
Future policy benefit reserves         1,640,176       2,215,825
Other policy liabilities                (660,977)        (46,684)
Commissions payable and other            858,256      (1,302,182)
liabilities
Amounts received (paid out) as trustee  (155,605)          7,848
Federal income tax payable                 5,753         103,351
Other, net                            (1,624,935)        981,785
Net cash provided (used) by operating                    
activities                               575,303        (266,953)
                                                        
Cash flows from investing                         
activities:
Maturity of fixed maturities            1,126,716        966,518
Sale of fixed maturities available for  5,184,949      7,841,188
sale
Purchase of fixed maturities available (8,764,433)    (9,724,071)
for sale
Sale of equity securities                 151,463         0
Principal payments on mortgage loans       29,146        106,127
Net change in guaranteed student loans     49,085         (6,162)
Purchase of other long-term                   0          (19,174)
investments
Increase in policy loans (net)            (88,513)        (9,593)
                                    
                                                         
          Net cash provided (used)                     
            by investing activities    (2,311,587)      (845,167)



                                                      (Continued)
          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
           Three-Months Ended March 31, 1998 and 1997
                                
                           (Unaudited)
                                
                                         Three-months ended March
                                                  31,
                                                           
                                          1998           1997
Cash     flows    from     financing                    
activities:
Exercise of stock options                       0         140,500
Sale of stock                                   0         192,426
Repayment of note payable                  (4,222)        (10,498)
Net cash provided (used) by financing                     
activities                                 (4,222)        322,428
     
Net decrease in cash and short-term                       
investments                            (1,740,506)       (255,786)
Cash and short term investments at                        
beginning of period                     6,754,956       6,285,383
Cash and short term investments at end $5,014,450      $6,029,597
of period

          CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 1998
                                
                           (Unaudited)
                                
(1)  Financial Statements
      
       The  balance  sheet for March 31, 1998, the statements  of
       operations  for  the three-month periods ended  March  31,
       1998  and 1997, 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, 1998 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,  1997
      annual  10-K report filed with the Securities and  Exchange
      Commission.   The  results  of operations  for  the  period
      ended March 31, 1998 are not necessarily indicative of  the
      operating results for the full year.

                             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 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, 1998 and 1997

Net income for the three-months ended March 31, 1998 was $112,584
compared  to  a  loss of $121,684 for the same  period  in  1997.
Revenues increased to $16,460,2819,763,884, an increase of  16.4%
over   the  first  three  months  of  1997  when  revenues   were
$14,139,993.   The  increase in revenues was driven  by  a  16.6%
increase  in  premium income and a 20.8% increase  in  investment
income.   Increased revenues from 1997 acquisitions coupled  with
increased  international sales offset higher expenses  associated
with  the  conversion  of  these two  companies  and  fueled  the
improved earnings.

Premium income for the first three months of 1998 was $13,420,674
compared  to $11,510,447 for the same period in 1997.  Production
of  new  premiums by the agents of Citizens Insurance Company  of
America ("CICA") was higher during the first quarter of 1998 than
in  the  previous  year.  Management introduced  a  new  line  of
ordinary  whole life products during January 1998 which will,  in
the  opinion  of  management,  have considerable  impact  on  new
production  once  they  are assimilated by the  marketing  force.
Additionally,  the  premiums of United  Security  Life  Insurance
Company (USLIC) and National Security Life and Accident Insurance
Co.  (NSLIC),  both acquired in 1997, are included  in  the  1998
results.

Net  investment income increased 20.8% in the first three  months
of  1998  compared  to the same period in 1997.   Net  investment
income  for  the three months ended March 31, 1998 was $2,842,631
compared  to  $2,353,826  in 1997.  This  increase  reflects  the
earnings  on  the  growth in the Company's  asset  base  that  is
occurring, as well as the earnings on assets of USLIC and  NSLIC.
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 decreased from $7,019,684 at  March
31, 1997 to $6,771,493 for the same period in 1998.  Death claims
decreased  to  $914,381 in 1998 from $1,375,403 in  1997.   While
management is pleased with the decrease, it believes the  decline
to be a temporary benefit of timing.  Surrender expense decreased
to  $3,343,683  from $3,845,231.  Management constantly  monitors
this activity to insure that the Company's persistency is holding
at  levels  equal to or above assumptions.  The decrease  in  the
first  quarter  is,  in management's opinion,  a  result  of  the
settling of the American Liberty block of business following  the
acquisition and subsequent merger of said Company, as well  as  a
re-emphasis  on conservation on the part of CICA's  sales  force.
Coupons  and  endowments  increased to $1,133,891  in  1998  from
$1,092,958 in 1997.  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 $1,142,036 in 1998, compared to $490,599  in
1997.   This increase is directly related to the USLIC and  NSLIC
blocks  of  business which consist of large amounts of  scheduled
benefit  daily  indemnity policies and were not included  in  the
first  quarter  of  1997  due to the  date  of  their  respective
acquisition.   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 $237,502 in 1998, compared to $215,493 in 1997.

Commission expense increased to $2,886,216 from $2,288,367.   The
increase  reflects the execution of an agreement  with  Worldwide
Professional   Associates,   Inc.   to   manage   the   Company's
international marketing operations in exchange for an  overriding
commission.   This agreement, as discussed below, is expected  to
generate  significant expense savings in future years.   Deferred
policy  acquisition  costs capitalized in  1998  were  $1,514,707
compared to $2,062,089 in the prior year.  Amortization of  these
costs  was  $2,114,014 for the first quarter of 1998 compared  to
$2,345,108 for 1997.

Underwriting,  acquisition and insurance expenses increased  from
$2,226,492  in  the  first quarter of 1997  to  $2,859,351.   The
increase  is  primarily  attributable to the  absorption  of  the
operating expenses of USLIC and NSLIC.  Management believes  that
through  economies of scale which can be achieved in  the  future
after  conversion of systems of these companies  that  additional
expense  reductions  can  be made.  The  first  quarter  of  1997
includes  a  one-time  charge of approximately  $400,000  as  the
result  of the acquisition of a 5.52% interest in First  American
Investment Corporation, a 94.48% subsidiary of American  Liberty.
Management expects to achieve significant reductions in  expenses
due  to the execution of an agreement with Worldwide Professional
Associates, Inc., an international marketing company,  in  April,
1997,  to manage the Company's international sales activities  in
exchange  for an overriding commission on new sales.   By  taking
such  actions,  management  believes a significant  amount  fixed
overhead  can  be  converted to a variable expense  in  1998  and
thereafter.   Management  has utilized  firms  such  as  this  in
previous  periods  with great success at obtaining  increases  in
sales and expense reductions.

Amortization  of cost of insurance acquired and  excess  of  cost
over  net  assets  acquired increased to $893,882  in  1998  from
$420,171  in 1997.  The increase is attributable to the  goodwill
and  cost  of  insurance recorded on the acquisitions  of  USLIC,
NSLIC,  American  Liberty  and Insurance   Investors  &  Holding.
Because  of  the slowdown in sales activity on the  part  of  the
agency  operations  previously associated with American  Liberty,
management  is  monitoring  the  goodwill  associated  with   the
acquisition  of  this company in 1995.  Should actual  production
levels  be less than anticipated production, the potential exists
that the Company would have to charge-off the goodwill associated
with   such  decline.   Management,  in  conjunction   with   its
independent  actuaries  is monitoring this  recoverability  on  a
quarterly  basis.   At  December 31, 1997, all  goodwill  on  the
Company's  balance  sheet was recoverable within  the  period  of
amortization.  Production from these agents began to  recover  in
late 1997; however, due to the nature of their market, management
believes  it will be the third quarter of 1998 before significant
levels of production are obtained from these agents.  As such,  a
$250,000 write-down of the American Liberty goodwill was recorded
during the first quarter of 1998.  Management believes that there
should  not  be  future  issues  associated  with  such  goodwill
recovery;   however,  in  the  event  any  such   amount   proved
unrecoverable, a charge in the appropriate period will be booked.

Liquidity and Capital Resources

Stockholders' equity increased to $79,773,008 at March  31,  1998
from   $79,581,698  at  December  31,  1997.  The   income   from
operations,  as well as an increase in the market  value  of  the
Company's bond portfolio, were the reasons for the increase.

Invested assets grew to $165,595,375 in 1998 from $162,651,692 at
December  31, 1997.  At December 31, 1997, 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  1998; however,  because  of  continued
uncertainty regarding long-term interest rates, management cannot
rule  out  sales during 1998.  Fixed maturities held to maturity,
amounting  to  $5,614,442,  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 0.8%  of
invested  assets  at December 31, 1997 and March  31,  1998,  has
historically been composed of small residential loans  in  Texas.
At December 31, 1997 and March 31, 1998, one mortgage loan was in
default   with  an  outstanding  principal  balance  of  $31,000.
Management has established a reserve of $50,000 at March 31, 1998
and   December  31,  1997  (approximately  3%  of  the   mortgage
portfolio's balance) to cover potential unforeseen losses in  the
Company's mortgage portfolio.

Policy loans comprise 12.4% of invested assets at March 31,  1998
and  December  31, 1997.  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, 1998 and December 31, 1997.  Management monitors the solvency
of  all  financial institutions in which it has funds to minimize
the  exposure for loss.  At March 31, 1998, management  does  not
believe the Company is at risk for such a loss.  During 1998, 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.   The
Company relocated to the building in September 1993.  The Company
occupies  approximately  35,000  square  feet  of  space  in  the
building, which is 100% leased.

The Company's former office property, consisting of approximately
13,000  square feet in Austin, with a carrying value of  $104,000
was leased to a third party on a triple-net basis for three years
during 1995.  At March 31, 1998, this property was under a  sales
contract for $850,000 with closing expected on or before July  7,
1998.   The Company will record a gain of approximately  $700,000
on the transaction..

CICA  owned 1,821,332 shares of Citizens Class A common stock  at
March  31,  1998  and  December 31, 1997.   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  March 31, 1998 and December 31, 1997, the Company  valued
the  shares  in  accordance with prescribed statutory  accounting
practices.   In the Citizens' consolidated financial  statements,
this stock is shown as treasury stock.

CICA  had outstanding at March 31, 1998 and December 31, 1997,  a
$400,000  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, 1997, CICA, NSLIC, USLIC and CILIC
were well above required minimum levels.

Information Systems and the Year 2000

The   inability  of  computers,  software  and  other   equipment
utilizing microprocessors to recognize and properly process  data
fields  containing a two-digit year is generally referred  to  as
the  Year  2000  compliance issue.  As the year 2000  approaches,
such  systems  may be unable to accurately process certain  date-
based or date-sensitive information.

The  Company  is  in the process of identifying  all  significant
applications that will require modification to ensure  Year  2000
compliance.  Internal resources will be used as necessary to make
the  required  modifications and to test  and  verify  Year  2000
compliance.   Due  to  the  nature  of  the  programming  of  the
Company's core processing systems, such date oriented issues  are
not  a  problem since the dates are stored as the number of  days
since   the  year  1900,  rather  than  as  a  two-digit   field.
Accordingly a significant part of the Company's efforts to ensure
Year  2000  compliance will be to obtain assurances from  vendors
that  timely upgrades will be made available to make third  party
software  Year  2000 compliant.  Additionally, the  Company  will
contact  companies  with  whom it does business  and  upon  whose
systems  the  Company may indirectly rely, to  obtain  assurances
that   such  systems  will  be  timely  modified.   The   Company
anticipates  that it will complete this process  in  early  1999,
leaving  adequate  time  to assess and  resolve  any  significant
remaining  issues.   The  cost of Year  2000  compliance  is  not
expected  to  be material to the Company's financial position  or
results of operations in any one year.

Financial Accounting Standards

In  February  1997, the FASB issued Statement 128  "Earnings  per
Share"   ("Statement  128").   Statement  128   establishes   the
standards  for  computing  and  presenting  earnings  per   share
("EPS").  This statement replaces the presentation of primary EPS
with  a  presentation of basic EPS and requires dual presentation
of  basic and diluted EPS.  Statement 128 is effective for fiscal
years  ending  after December 15, 1997.  Implementation  did  not
have a material impact on the Company's earnings per share.

In   June   1997,  the  FASB  issued  Statement  130   "Reporting
Comprehensive   Income"   ("Statement   130").    Statement   130
establishes   the  standards  for  reporting   and   display   of
comprehensive income and its components in a full set of general-
purpose  financial statements.  Statement 130  is  effective  for
fiscal  periods beginning after December 15, 1997.   The  Company
does  not  believe  that this statement will have  an  impact  on
future operations or liquidity.

                   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  2,  1998, at 10:00 a.m. at  the  Company's
       executive  offices.  The record date for the  meeting  was
       April 15, 1998.

       
       
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 14, 1998



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