SOUTHWESTERN LIFE CORP
10-Q/A, 1995-08-21
ACCIDENT & HEALTH INSURANCE
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                                  FORM 10-Q/A
                                Amendment No. 1

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


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

                 For The Quarterly Period Ended June 30, 1995

                                     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 1-7697
                           Southwestern Life Corporation
             (Exact name of registrant as specified in its charter)

                  Delaware                              43-6069928
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)            Identification No.)

             500 North Akard Street
                  Dallas, Texas                           75201
     (Address of principal executive offices)          (Zip code)

                                  (214) 954-7111
                 (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  [X]    No  [ ]

      Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

           Class and Title of                     Shares Outstanding
             Capital Stock                      as of August 14, 1995
           ------------------                   ---------------------
     Common Stock, $1.00 Par Value                    47,122,316

                         This filing contains 4 pages.

      This Amendment No. 1 amends Item 4 of Part II of the Form 10-Q of
Southwestern Life Corporation for the quarter ended June 30, 1995.

==============================================================================<PAGE>
<PAGE>                   
                         SOUTHWESTERN LIFE CORPORATION
                                   FORM 10-Q
                                     INDEX


                                                                       Page(s)
      PART II. OTHER INFORMATION

         Item 4.  Submission of Matters to a Vote of Security Holders . . .  3
























































                                      2<PAGE>
<PAGE>                    
                         PART II. OTHER INFORMATION

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

      The Annual Meeting of Stockholders of SLC was held May 25, 1995. At the
Annual Meeting, stockholders voted on three matters:

            1.    Election of Directors. All of the nominees to serve as
      members of the Board of Directors were reelected as directors. The
      following identifies each nominee by name and tabulates the votes cast
      in his election:

<TABLE>
<CAPTION>
                                     Votes Cast FOR   Votes Cast AGAINST
              <S>                      <C>                 <C>
              Glenn H. Gettier, Jr.    31,659,065          1,566,753
              Jon E.M. Jacoby          29,823,694          3,402,124
              James R. Kerber          32,140,771          1,085,047
              S. Leroy Stegner         32,190,051          1,035,767
              Keith A. Tucker          32,201,931          1,023,887
              Vernon R. Zimmerman      32,201,215          1,024,603
</TABLE>

            2.    Ratification of Coopers & Lybrand as Registrant's
      independent accountants for the 1995 fiscal year: 32,590,699 votes were
      cast FOR this proposal, 302,842 votes were cast AGAINST this proposal,
      and there were a total of 322,277 abstentions. There were no broker
      nonvotes.

            3.    Matters incident to the Meeting: The motion to waive the
      reading of the minutes of the last meeting of stockholders and the
      motion to adjourn the meeting were carried by a unanimous voice vote.




































                                      3<PAGE>
<PAGE>                            
                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          SOUTHWESTERN LIFE CORPORATION



                                          By:/s/Glenn H. Gettier, Jr.
                                             ------------------------
                                             Glenn H. Gettier, Jr.
                                             Chairman of the Board and
                                             Chief Executive Officer



                                          By:/s/John T. Hull
                                             ------------------------
                                             John T. Hull
                                             Executive Vice President, Chief
                                             Financial Officer and Treasurer

Date: August 21, 1995










































                                      4<PAGE>



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