INVESTORS INSURANCE GROUP INC
10-Q/A, 1995-11-28
LIFE INSURANCE
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 <PAGE>
                                   FORM 10-Q/A
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



             [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


               For the quarterly period ended September 30, 1995

                                       OR

             [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission file number  1-8069



                        INVESTORS INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)


               Florida                                         13-2574130
     (State or other jurisdiction of                       (I.R.S. Employer
     Incorporation or organization)                     Identification Number)


       7200 West Camino Real
        Boca Raton, Florida                                      33433
  (Address of principal executive offices)                     (Zip Code)


                                 (407) 391-5043
              (Registrant's telephone number, including area code)






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.
                                Yes [ ]       No [X]






The number of shares of Registrant's Common Stock, par value $.50, outstanding
on November 13, 1995 was 2,763,482 shares.

 <PAGE>
                Investors Insurance Group, Inc. and Subsidiaries
                               Table of Contents




                                                                        Page
Part I Financial Information
     Item 1.  Financial Statements                                        3
     Item 2.  Management's Discussion and Analysis
              of Financial Conditions and Results of Operations           8


Part II Other Information
     Item 1.   Legal Proceedings                                         15
     Item 2.   Changes to Securities                                     15
     Item 3.   Defaults Upon Senior Securities                           15
     Item 4.   Submission of Matters to a Vote of Security Holders       15
     Item 5.   Other Information                                         15
     Item 6.   Exhibits and Reports on Form 8-K                          15







































 <PAGE>
PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements



                INVESTORS INSURANCE GROUP, INC. AND SUBSIDIARIES

                          Consolidated Balance Sheets
                             (Dollars in thousands)


                                                     September 30, December 31,
Assets                                                    1995         1994
                                                       ----------    ----------
                                                       (Unaudited)
Investments:
  Fixed maturities held to maturity, at amortized
   cost (market $10,077 in 1995 and $8,957 in 1994)    $   9,506     $    9,509
  Securities available for sale:
    Fixed maturities, at market (amortized cost
      $143,815 in 1995 and $144,426 in 1994)             147,782        132,025
    Equity securities, at market (cost $354 in
      1995 and $407 in 1994)                                 409            662
  Short-term investments                                     376            312
  Mortgage loans                                             584            648
  Policy loans                                               604            590
                                                         -------        -------

     Total                                               159,261        143,746

Cash and cash equivalents                                  5,081          3,530
Investment in affiliate                                    1,087            874
Accrued investment income                                  1,098            999
Deferred acquisition costs                                42,784         45,405
Investment contract benefits recoverable                 335,442        262,058
Reinsurance benefits receivable                            2,124          1,069
Income taxes recoverable                                     174            -
Cost in excess of net assets of businesses
  acquired (less accumulated amortization of
  $951 in 1995 and $744 in 1994)                           3,735          3,942
Other assets                                                 299            418
                                                         -------        -------


Total Assets                                            $551,085       $462,041
                                                         =======        =======






See accompanying notes





                                     Page 3
 <PAGE>
                INVESTORS INSURANCE GROUP, INC. AND SUBSIDIARIES

                    Consolidated Balance Sheets (Continued)
                             (Dollars in thousands)

                                                     September 30, December 31,
Liabilities and Shareholders' Equity                      1995         1994
                                                       ----------    ----------
                                                       (Unaudited)
Liabilities:
  Future policy benefits and claims:
    Investment contracts                                 $496,751     $422,937
    Life insurance reserves                                 6,759        5,325
    Accident & health reserves                                  7           11
  Unearned ceding commission                               37,912       36,755
  Note payable                                              8,000        8,000
  Amounts due to reinsurer                                  1,757        2,988
  Accrued expenses                                            213          267
  Other liabilities                                         2,046        2,076
                                                       ----------   ----------

     Total                                                553,445      478,359

Commitments & Contingencies

Shareholders' Equity:
  Common Stock, $.50 par value; authorized 30,000,000
    shares; issued 2,767,382 in 1995 and
    2,766,982 in 1994                                       1,384        1,383
  Additional paid-in capital                                3,651        3,651
  Net unrealized investment losses                          3,808      (11,051)
  Accumulated deficit                                     (11,195)     (10,301)
  Treasury Stock,  at cost; 4,000 shares                       (8)         -
                                                       ----------   ----------

                                                           (2,360)     (16,318)
                                                       ----------   ----------

     Total Liabilities and Shareholders' Equity          $551,085   $  462,041
                                                       ==========   ==========











See accompanying notes






                                     Page 4
 <PAGE>
                INVESTORS INSURANCE GROUP, INC. AND SUBSIDIARIES

                     Consolidated Statements of Operations
             For the Nine Months Ended September 30, 1995 and 1994
                 (Dollars in thousands, except per share data)

                                                          1995         1994
                                                       ----------    ----------
                                                       (Unaudited)  (Unaudited)
Revenues
  Premiums and policy fees                             $   1,305    $      990
  Net investment income                                    8,633         8,088
  Realized investment gains (losses)                         548          (354)
  Commission and other income                                663           583
                                                       ----------   ----------

                                                          11,149         9,307
Benefits and expenses
  Current and future insurance benefits                      680           538
  Interest on investment contracts                         7,331         6,613
  Underwriting, acquisition and insurance expenses         3,360         3,583
  Other expenses                                             691           575
                                                       ----------   ----------

                                                          12,062        11,309
                                                       ----------   ----------

Loss before income taxes                                    (913)       (2,002)
Income tax expense                                           (20)          205
                                                       ----------   ----------
Loss before cumulative effect
      of change in accounting principle                     (893)       (2,207)

Cumulative effect to December 31, 1993
      of changing to a different method of
      recognizing ceding commission income                   -           3,859
                                                       ----------   ----------

Net loss                                                $   (893)   $   (6,066)
                                                       ==========   ==========
Per share of Common Stock:
 Loss before cumulative effect
     of change in accounting principle                  $  (0.32)   $    (0.80)

 Cumulative effect to December 31, 1993
     of  changing to a different method of
     recognizing ceding commission income                   -            (1.39)
                                                       ----------   ----------

  Net loss                                              $  (0.32)  $     (2.19)
                                                       ==========   ==========

Weighted average shares outstanding                     2,764,402    2,766,982
                                                       ==========   ==========


See accompanying notes

                                     Page 5
 <PAGE>
                INVESTORS INSURANCE GROUP, INC. AND SUBSIDIARIES

                     Consolidated Statements of Operations
             For the Three Months Ended September 30, 1995 and 1994
                 (Dollars in thousands, except per share data)

                                                          1995         1994
                                                       ----------    ----------
                                                       (Unaudited)  (Unaudited)
Revenues
  Premiums and policy fees                             $     371    $      441
  Net investment income                                    2,920         2,767
  Realized investment gains (losses)                          (7)          -
  Commission and other income                                227           237
                                                       ----------   ----------

                                                           3,511         3,445
Benefits and expenses
  Current and future insurance benefits                       91           257
  Interest on investment contracts                         2,544         2,351
  Underwriting, acquisition and insurance expenses         1,258           695
  Other expenses                                             231           192
                                                       ----------   ----------

                                                           4,124         3,495
                                                       ----------   ----------

Loss before income taxes                                    (613)          (50)
Income tax expense                                           (20)           81
                                                       ----------   ----------

Net loss                                              $     (593)     $   (131)
                                                       ==========   ==========

Per share of Common Stock:
  Net income                                          $    (0.21)     $  (0.05)
                                                       ==========   ==========

Weighted average shares outstanding                    2,763,382     2,766,982
                                                       ==========   ==========











See accompanying notes






                                     Page 6
 <PAGE>
                INVESTORS INSURANCE GROUP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
             For the Nine Months Ended September 30, 1995 and 1994
                             (Dollars in thousands)

                                                          1995         1994
                                                       ----------    ----------
                                                       (Unaudited)  (Unaudited)
Cash flows from operating activities:
 Net income (loss)                                      $    (893)    $ (6,066)
 Adjustments to reconcile net income to net
    cash provided by (used in) operating activities:
   Cumulative effect to December 31, 1993
      of changing to a different method of
      recognizing ceding commission income                    -          3,859
   Accretion of fixed maturities                             (463)        (525)
   Realized investment (gains) losses                        (548)         354
   Amortization of cost in excess of net assets of
      businesses acquired                                     217           96
   Amortization of deferred acquisition costs               1,193        1,179
   Amortization of unearned ceding commission                (216)        (190)
   Deferral of unearned ceding commission                  10,077        9,361
   Deferral of acquisition costs                           (8,814)      (9,563)
 Change in assets and liabilities:
   Increase in investment contract benefits recoverable   (13,604)      (8,608)
   Increase in insurance reserves and interest on
    investment contracts                                   22,186       15,335
   (Increase) decrease in other assets, net                (1,220)        (114
   Increase in other liabilities, net                      (1,315)        (710)
                                                       ----------   ----------

    Net cash provided by operating activities               6,600        4,408

Cash flows from investing activities:
  Investment repayments:
    Mortgage loans                                             64          493
  Investments sold:
    Fixed maturities, held to maturity                        -           (500)
    Fixed maturities, available for sale                   59,426       36,002
    Equity securities, available for sale                     771           (1)
  Investments in:
    Fixed maturities, available for sale                  (58,175)     (54,944)
    Equity securities, available for sale                    (343)         -
  Policy loans, net                                           (14)          88
  Short-term investments, net                                 (65)          40
                                                       ----------   ----------

    Net cash used in investing activities                   1,664      (18,822)






See accompanying notes



                                     Page 7
 <PAGE>
                INVESTORS INSURANCE GROUP, INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, continued
              For the Nine Months Ended September 30, 1995 and 1994
                             (Dollars in thousands)

                                                          1995         1994
                                                       ----------    ----------
                                                       (Unaudited)  (Unaudited)
Cash flows from financing activities:
  Investment contract deposits                         $   87,098   $   93,642
  Investment contract withdrawals                         (34,039)     (18,260)
  Reinsurance contract deposits                           (80,250)     (74,194)
  Withdrawals recovered from reinsurance                   20,485        8,991
  Treasury stock purchased                                     (8)         -
  Common stock issued                                           1          -
                                                       ----------   ----------

    Net cash provided by financing activities              (6,713)      10,179
                                                       ----------   ----------

   Net increase (decrease) in cash and cash equivalents     1,551       (4,235)
Cash and cash equivalents, beginning of period              3,530        8,573
                                                       ----------   ----------

Cash and cash equivalents, end of period               $    5,081     $  4,338
                                                       ==========   ==========



Supplemental disclosure of cash flow information:
  Cash paid during the year to date:
     Interest on debt                                       $ 480        $ 480
     Income taxes                                              95          370
















See accompanying notes







                                     Page 8
<PAGE>
                INVESTORS INSURANCE GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  (Unaudited)

1.  Management Representation

In the opinion of management, the accompanying unaudited financial statements
contain all adjustments (consisting only of normal recurring items) necessary
to present fairly the consolidated financial position of the Company and its
wholly-owned subsidiaries as of September 30, 1995, and the results of
operations for the three and nine month periods ended September 30, 1995 and
1994, and cash flows for the nine months ended September 30, 1995 and 1994.


2.  Contingency

There is an action pending against Investors Insurance Group, Inc.  (formerly
Gemco National, Inc.) ("IIG"), in the Supreme Court of the State of New York,
County of New York, entitled Federal Insurance Company vs. Gemco National,
Inc., in which Federal Insurance Company ("Federal") seeks compensatory damages
in excess of $550,000 for an alleged breach of contract.  Federal alleges that
IIG breached its agreement with Federal to pay the premiums on its automobile,
worker's compensation and commercial insurance policies underwritten by Federal
for IIG's former subsidiary, the Ampat Group, Inc.  Oral depositions in regard
to this matter commenced in the Spring of 1990.  There has been no activity
with regards to this matter since that time.  Management intends to vigorously
defend this action.  Management believes that the Company has valid defenses
which it will assert in defense of this matter.


3.  Income Taxes

The Company and its non-insurance subsidiaries file a consolidated federal
income tax return.  The life insurance subsidiary files a separate federal
income tax return and is taxed as a life insurance company under the Tax Reform
Act of 1986.

At September 30, 1995, the Company had net operating loss carryforwards for
federal income tax and financial reporting purposes of approximately $7.1
million and capital loss carryforwards of approximately $220,000 available to
offset future income of the parent company and non-insurance subsidiaries.
These carryforwards expire in the years 1996 through 2009.


4. Options

During the nine months ended September 30, 1995, the Company issued 68,000
share options under its Agents Plan at market ($1.50 to $2.06 per share).  If
unexercised, these options expire two years after issue.









                                     Page 9
 <PAGE>
Item 2. Management's Discussion and Analysis of Financial Conditions and
        Results of Operations

General

The following analysis discusses the results of operations and financial
condition of Investors Insurance Group, Inc. (the "Company") and its wholly-
owned subsidiaries, primarily Investors Insurance Corporation ("Investors"),
and should be read in conjunction with the analysis contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.

Products.  The Company, through its subsidiary Investors, specializes in the
sale of flexible premium deferred annuity products ("FPDA") as a retirement
savings vehicle for individuals.  Since 1990, sales of FPDAs have accounted for
over 99% of the Company's premiums received.  For the year to date period ended
September 30, 1995, the Company's sales totaled $86.7 million, a decrease of
7.0% from the 93.2 million sold in the comparable period in 1994.  Under
generally accepted accounting principles ("GAAP"), premiums received on FPDAs
are not recognized as revenue at the time of sale.  Similarly, policy
acquisition costs (primarily commissions) related to such sales are not
recognized as expenses but are capitalized as deferred acquisition costs
("DAC").  As a result of this deferral of costs and lack of revenue recognition
for premiums received, no profit or loss is realized on these contracts at the
time of sale.  Premiums received on FPDAs are reflected on the Company's
balance sheet by an increase in assets equal to the premiums received and by a
corresponding increase in future policy liabilities.  The Company plans to
recover its acquisition cost and make its profit from the excess of investment
income, including capital gains and losses, over interest credited and other
expenses.  If the policy is prematurely terminated, the Company may not recover
its acquisition costs or realize its expected profit.  This risk is mitigated
by the imposition of declining surrender fees.

Coinsurance.  As a result of the Company's marketing success, its liability for
future policy benefits has increased significantly.  To manage the ratio of
liabilities to net worth reflected in Investors' statutory financial
statements, Investors coinsures 100% (90% prior to May 1, 1995) of all new
annuity premiums received.  The coinsurer then pays Investors a ceding
commission from which Investors recovers its acquisition costs and makes its
profit.  While this ceding commission is not contingent in any way, it is not
recognized when due, but rather over the life of the related annuity contract.
The portion of the ceding commission representing recovery of acquisition costs
is recognized as an offset to the amortization of the deferred acquisition
costs; the portion representing profit is recognized as commission income.
Premature termination of the policy will accelerate recognition of ceding
commission.  The change in the unearned ceding commission is described in the
table below:

                                                             Future
                                                           Commission
                                                             Income
                                                          -----------
     Balance 12-31-94                                     $ 5,982,725
     Balance  9-30-95                                       7,720,705
                                                          -----------
     Change for the year to date
           period ending 9-30-95                          $ 1,737,980
                                                          ===========

                                     Page 10
 <PAGE>
     Balance 12-31-93                                     $ 3,958,552
     Balance  9-30-94                                       5,447,991
                                                          -----------
     Change for the year to date
           period ending 9-30-94                          $ 1,589,439
                                                          ===========

Investments.  As a result of discussions with the Department of Insurance of
the State of Delaware, the Company agreed to reduce its investment in CMO type
securities to approximately 50% of its total investment portfolio.  To achieve
this objective, the Company began a program of replacing a portion of its
securities in March 1995.  These sales resulted in investment gains of
$176,000.  In the second quarter of 1995, the Company had two significant
realized investment gains.  As the result of a merger, the Company exchanged
its shares of the common stock of Jupiter Tequesta National Bank for cash and
shares of 1st United Bancorp and recognized a gain of $242,000.  In settlement
of litigation related to  an investment that was written off several years ago,
the Company received $132,000.


Liquidity and Capital Resources

The Company is an insurance holding company whose principle asset is the common
stock of Investors.  The Company's primary cash requirements are to meet debt
service and to pay operating expenses.  As a holding company, the Company
relies on funds received from Investors in the form of commissions paid under a
management and service agreement whereby the Company provides agent recruiting
and administrative services.  The State of Delaware generally limits the
ability of Investors to pay cash dividends in excess of certain amounts without
prior regulatory approval and also requires that certain agreements relating to
the payment of fees and charges between the Company and Investors be approved
by the Delaware Insurance Department.

The liquidity needs of Investors are met by premiums received from annuity
sales, net investment income received, the proceeds from investments upon
maturity, sale or redemption, and commissions received from its reinsurer on
annuity contracts transferred.  The primary uses of funds by Investors are the
payment of surrenders, policy benefits, operating expenses and commissions, and
the purchase of assets for investment purposes.  No material capital
expenditures are planned.

Investors must maintain adequate statutory capital and surplus in order to
continue conducting business and producing life and annuity premium in the
jurisdictions in which it is licensed.  As the life insurance and annuity
business produced by Investors increases, Investors expects to continue to
satisfy statutory capital and surplus requirements through some combination of
reinsurance and capital contributions by the Company.  The State of Delaware
has asked Investors to reduce its ratio of statutory liabilities to surplus to
15:1 by December 31, 1995 or modify its operating plans.  As of September 30,
1995, this ratio is 22:1.

The Company is currently investigating its options for reducing this ratio.
These options include reinsurance, strategic investment partners and sale of
Investors.  One of the proposals under consideration would involve reinsurance
of certain annuity policies issued in 1990 and 1991 with a total account value
of approximately $85 million.  The potential impact of this transaction on the


                                    Page 11
 <PAGE>
GAAP basis financial statements has not been determined.  If accepted, this
transaction is expected to be completed before December 31, 1995.

The NAIC has established risk-based capital standards to determine the capital
requirements of a life insurance company based on the type and mixture of risks
inherent in its operations.  These standards require the computation of a risk-
based capital amount which is then compared to a company's actual total
adjusted capital.  The computation involves applying factors to various
statutory financial data to address four primary risks: asset default, adverse
insurance experience, interest rate risk and external events.  These standards
provide for regulatory attention when the percentage of total adjusted capital
to authorized control level risk-based capital is below certain levels.  At
September 30, 1995, Investors percentage of total adjusted capital is well in
excess of ratios which would require regulatory action.

The liquidity needs of the Company are met through commission income and, when
required, liquidation of investments.  Based on current projections which
assume that the current level of expense and revenues will continue over the
next several months, the Company will deplete its liquid assets and require
additional funds to continue paying its bills as they become due.  These funds
are projected to be required in the second quarter of 1996.  In conjunction
with its investigations relating to Investors, the Company is also searching
for ways to obtain these funds.


Results of Operations

For the Nine Months Ended September 30, 1995 and 1994

Premiums and policy fees increased $315,000, or 31.8%, to $1,305,000 in 1995
from $990,000 in 1994.  This increase is primarily attributable to annuity
policy terminations and surrenders.  As the transactions take place, the
Company earns fees from surrender charges and premium income from the selection
of life contingent settlement options.  These types of transactions can be
expected to increase as the business ages.

Net investment income increased $545,000, or 6.7%, to $8.6 million in 1995 from
$8.1 million in 1994.  This change  reflects earnings on a larger average
investment base and a decline in the weighted average yield on the portfolio to
7.61% in 1995 from 7.65% in 1994.

Realized investment gains were increased $902,000, or 254.8% to $548,000 in
1995 from $(354,000) in 1994.  The 1995 gain is primarily the result of three
transactions: the Company's program to realign its investments to limit CMO
type assets to approximately 50% of the total investment portfolio, the
exchange of the shares of Jupiter Tequesta National Bank and settlement of
litigation discussed above.  The 1994 loss resulted primarily from the write
down to market of an investment in an affiliate.

Commission and other income increased $80,000, or 13.7%, to $663,000 in 1995
from $583,000 in 1994.  This increase is primarily due to service fees on the
block of reinsured business.  Service fees and commissions earned grow as the
size of the block increases.  This increase was partially offset by the
reduction of commission income from the termination of the Medicare supplement
and accelerated life business in 1994.



                                    Page 12
 <PAGE>
Current and future insurance benefits increased $142,000, or 26.4%, to
$680,000 in 1995 from $538,000 in 1994.  This increase reflects both an
increase in surrenders in 1995 and termination of Medicare supplement and
accelerated
life business during 1994.

Interest on investment contracts increased $718,000, or 10.9%, to $7.3 million
in 1995 from $6.6 million in 1994.  This change was the result of both an
increase in the account value of the business retained and an increase in the
weighted average crediting rate to 6.03% in 1995 from 5.87% in 1994.

Underwriting, acquisition and insurance expenses decreased $223,000, or 6.2%,
to $3,360,000 in 1995 from $3,583,000 in 1994.  This change is the result of a
decrease in the level of promotion and advertising expenses and an increase in
the deferral of policy acquisition costs related to the increase in the volume
of new business.

Other expenses  increased $117,000, or 20.4%, to $692,000 in 1995 from $575,000
in 1994. This line consists of interest on the $8 million debt and amortization
of the cost in excess of net assets of business acquired.  This increase
reflects the higher rate of amortization adopted in December 1994.

Income tax expense (benefit) decreased $225,000, or 109.8%, to $(20,000) in
1995 from $205,000 in 1994.  These balances result from the calculation of
actual tax expense incurred by Investors, which is based on statutory income
with some adjustments such as the statutory specified acquisitions costs and
the small life insurance deduction. While the Company calculates deferred tax
assets and liabilities, it maintains a 100% allowance against its net deferred
tax assets until realization is more readily determinable.

Net Loss decreased $5,172,000, or 85.3%, to $894,000 in 1995 from $6,066,000 in
1994.  In addition to the impact of the 1994 change in accounting, the decline
in the loss is attributable to the increase in realized investment gains and
the decrease in underwriting, acquisition and insurance expenses.


For the Three Months ended September 30, 1995 and 1994

Premiums and policy fees decreased $70,000, or 15.9%, to $371,000 in 1995 from
$441,000 in 1994.  This decrease is primarily attributable to annuity policy
terminations and surrenders.  As these surrender transactions take place, the
Company earns fees from surrender charges and recognizes premium income if
policy holder selects a life contingent settlement option.  During this
quarter, conversions to life contingent settlement options decreased while
surrender charges increased.

Net investment income increased $153,000, or 5.5%, to $2.9 million in 1995 from
$2.7 million in 1994.  This change  reflects earnings on a larger average
investment base and a decline in the weighted average yield on the portfolio to
7.61% in 1995 from 7.65% in 1994.

Realized investment gains were $(7,000) in 1995.  This loss results from the
Company's continuing program to reduce its CMO holdings.  There were no
realized investment gains or losses in 1994.




                                    Page 13
 <PAGE>
Commission and other income decreased $10,000, or 4.2%, to $277,000 in 1995
from $237,000 in 1994.  This change is due to the substantially offseting
impacts of the increase in service fee income and the decrease in commissions
resulting from the termination of the Medicare supplement and accelerated life
lines.

Current and future insurance benefits decreased $166,000, or 64.6%, to
$91,000 in 1995 from $257,000 in 1994.  This decline is primarily the result
to the termination of Medicare supplement and accelerated life business during
1994.

Interest on investment contracts increased $193,000, or 8.2%, to $2.544 million
in 1995 from $2.351 million in 1994.  This change was primarily the result of
the increase in the account value of the business retained.  The weighted
average crediting rates also increased to 6.28% in 1995 from 6.04% in 1994.

Underwriting, acquisition and insurance expenses increased $563,000, or 81.0%,
to $1,258,000 in 1995 from $695,000 in 1994.  This change is primarily the
result of unlocking of the estimated amortization of deferred acquisition costs
in 1994.

Other expenses  increased $39,000, or 20.3%, to $231,000 in 1995 from $192,000
in 1994. This line consists of interest on the $8 million debt and amortization
of the cost in excess of net assets of business acquired.  This increase
reflects the higher rate of amortization adopted in December 1994.

Income tax expense (benefit) decreased $101,000, or 125.7%, to $(20,000) in
1995 from $81,000 in 1994.  These balances result from the calculation of
actual tax expense incurred by Investors, which is based on statutory income
with some adjustments such as the statutory specified acquisitions costs and
the small life insurance deduction. While the Company calculates deferred tax
assets and liabilities, it maintains a 100% allowance against its net deferred
tax assets until realization is more readily determinable.

Net loss changed $463,000, or 353.4%, to ($593,000) in 1995 from
$(131,000) in 1994.  The increase in loss is primarily a reflection of the
1994 unlocking of actuarial assumptions related to the capitalization and
amortization of deferred acquisition costs and unearned reinsurance
commissions.



















                                    Page 14
 <PAGE>
                          PART II - OTHER INFORMATION

                INVESTORS INSURANCE GROUP, INC. AND SUBSIDIARIES


Item 1.   Legal Proceedings

       See Part I, Item 1. Financial Statements - Notes to Consolidated
          Financial Statements - Note 2.  Contingency

Item 2.   Changes to Securities

       None

Item 3.   Defaults Upon Senior Securities

       None

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

The annual shareholders meeting is scheduled for November 17, 1995.  At that
meeting shareholders will be asked to elect directors (Melvin C. Parker, Ronald
W. Hayes, Donald F. U. Goebert, Ernest D. Palmarella and Jack L. Howard) and
approve an amendment to the Articles of Incorporation to authorize a class of
preferred stock and grant exclusive authority to the Board of Directors to
determine the rights and preferences of the preferred stock.

Item 5.   Other Information

       None

Item 6.   Exhibits and Reports on Form 8-K

       (a) Exhibits

          None

       (b) Reports on Form 8-K

          None


















                                     Page 15
 <PAGE>
                                   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 hereunto duly authorized.


                                   INVESTORS INSURANCE GROUP, INC.
                                   -------------------------------------
                                   (Registrant)


Date:  November 28, 1995           /s/Melvin C.  Parker
                                   -------------------------------------
                                   Melvin C. Parker
                                   President








































                                     Page 16

<TABLE> <S> <C>

<ARTICLE> 7
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<DEBT-HELD-FOR-SALE>                           147,782
<DEBT-CARRYING-VALUE>                            9,506
<DEBT-MARKET-VALUE>                             10,077
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<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 159,261
<CASH>                                           5,081
<RECOVER-REINSURE>                             335,442
<DEFERRED-ACQUISITION>                          42,784
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<POLICY-LOSSES>                                  6,766
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                          496,751
<NOTES-PAYABLE>                                  8,000
<COMMON>                                         1,384
                                0
                                          0
<OTHER-SE>                                     (3,744)
<TOTAL-LIABILITY-AND-EQUITY>                   551,085
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<UNDERWRITING-OTHER>                             2,647
<INCOME-PRETAX>                                  (913)
<INCOME-TAX>                                      (20)
<INCOME-CONTINUING>                              (893)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (893)
<EPS-PRIMARY>                                   (0.32)
<EPS-DILUTED>                                   (0.32)
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
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<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
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