DIXIE NATIONAL CORP
10-C, 1995-06-30
LIFE INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-C

                Report by Issuer of Securities Quoted on NASDAQ

                          Interdealer Quotation System

                  Filed pursuant to Section 13 or 15(d) of the

                Securities Exchange Act of 1934 and Rule 13a-17

                              or 15d-17 thereunder

                           DIXIE NATIONAL CORPORATION
                 (Exact name of issuer as specified in charter)

                     P.O. Box 22587, Jackson, Ms 39225-2587
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (601) 982-8210

                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) or 5% or more in the number of shares
outstanding:
1.  Title of security                                          Common Stock 
2.  Number of shares outstanding before the change              8,394,973
3.  Number of shares outstanding after the change              10,494,973
4.  Effective date of change                                   June 29, 1995 
5.  Method and brief  description  of change:  
Dixie  National  Corporation  issued  2,000,000  shares of its  Common  Stock to
acquire a 16% interest in Phoenix Medical Management, Inc. (PMM), a closely held
health care company located in Phoenix, Arizona and 100,000 shares for an option
to acquire the remaining 84% of PMM.

                          II. CHANGE IN NAME OF ISSUER
1.  Name prior to change
2.  Name after change
3.  Effective date of charter amendment changing name
4.  Date of shareholder approval of change, if required

Date  June 30, 1995                              /s/ Robert B. Neal
                                                 (Officer's signature & title)
                                                 Robert B. Neal, President
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