AMERICAN FIDELITY VARIABLE ANNUITY FUND A
ARS, 1997-04-11
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                    A M E R I C A N   F I D E L I T Y


                                  1996
                                 ANNUAL
                                 REPORT

                         Variable Annuity Fund A
<PAGE>

January 20, 1996

Dear Participant:

Fueled  by low inflation, continued moderate economic growth, a favorable
interest  rate  environment, healthy corporate profit growth and a record
flow of money into domestic stock funds, the U.S. stock market rallied to
record highs for  the  full  year  and  enjoyed its second year of robust
gains. The Variable Annuity Fund A also reported  strong  gains  for  the
year.  The  unit  value  was  $15.34  on December 31, 1996, up 25.7% from
$12.20 on December 31, 1995.

The economy continued to expand during  the  fourth quarter at a moderate
pace following the sharp deceleration in growth in the third quarter. For
the  year, Gross Domestic Product was up approximately  3.5%.  We  expect
economic  growth  to  slow  in  the  first half of 1997 to the 1.5 - 2.5%
range, with growth accelerating in the second half of the year. We expect
the GDP to grow in the 2-3% range for the full year.

The 30 year treasury rate spiked in early  July  to  7.23%,  up 120 basis
points from the beginning of the year, as investors were unsettled by the
robust  strength  of the economy during the first half of the year.  Long
term interest rates  drifted lower during the fourth quarter to close the
year at 6.64%. Despite  concern over excessive growth, continued moderate
trends in inflation combined  with  a  slow  down  in  consumer  spending
allowed interest rates to drift lower in the second half of the year.  We
expect  long  term  interest rates to fall over the first half of 1997 as
the economy slows and  trend  higher  in  the  second half of 1997 as the
economy regains momentum.

The  Consumer  Price Index increased slightly to approximately  3.3%  for
1996. However, labor  costs  continue  to  exhibit  only limited pressure
despite the historically low unemployment numbers. We expect inflation to
remain  fairly  stable  in  1997  in  the 2.5 - 3.0% range  as  companies
continue to experience difficulties in  passing  on price increases in an
extremely competitive global economy.

At current levels, we believe that the stock market  will  continue to be
volatile  during  1997.  Valuation  of  the  stock  market  is not overly
worrisome if 1997 brings higher corporate profits, continued low interest
rates and a sustained flow of funds into the equity markets.  While it is
possible  that  the recent market momentum could subside if we experience
any economic or foreign  surprises,  we continue to view stocks favorably
over the long term.

If you have any questions about your account, please contact us.


                                           Sincerely,

                                           JOHN W. REX

                                           John W. Rex, Chairman
                                           Board of Managers
<PAGE>

OBJECTIVES:

The  Fund's   principal  investment  objective  is  long-term  growth  of
capital.  Occasional investments to seek  short-term capital appreciation
may  be  made.  A secondary investment objective  is  the  production  of
income.

                    VARIABLE ANNUITY FUND A
                     Historical Unit Values

12/31/70     1.0386
12/31/71     1.20
12/31/72     1.4432
12/31/73     1.0956
12/31/74      .8263
12/31/75     1.0537
12/31/76     1.3399
12/31/77     1.2949
12/31/78     1.3490
12/31/79     1.6040
12/31/80     2.0971
12/31/81     2.1868
12/31/82     2.7875
12/31/83     3.2029
12/31/84     3.2507
12/31/85     3.7903
12/31/86     4.4669
12/31/87     4.6009
12/31/88     5.1103
12/31/89     6.5142
12/31/90     6.9245
12/31/91     8.8663
12/31/92     9.1083
12/31/93     9.7090
12/31/94     9.0936
12/31/95    12.1986
12/31/96    15.3389

<PAGE>

SCHEDULE OF PORTFOLIO INVESTMENTS
AMERICAN FIDELITY VARIABLE ANNUITY FUND A
DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                           Market Value
                                          Shares or --------------------------
                                          Principal                 Percent
COMMON STOCKS                               Amount      Amount   of Net Assets
- ------------------------------------------------------------------------------
<S>                                   <C>           <C>             <C>
Chemicals and Allied Products:
          Avery-Dennison Corporation       83,000    $2,936,125
          Pfizer, Inc.                     29,800     2,469,675
          American Home Products 
           Corporation                     40,700     2,386,038
          Johnson & Johnson                44,000     2,189,000
          Merck & Company, Inc.            11,700       927,225
          Abbott Laboratories              16,800       852,600
          Dupont                            7,200       679,500
          Eli Lilly and Company             6,400       467,200
                                                     ----------
                                                     12,907,363      13.06%
Business Services:
          Reuters Holdings PLC ADR**       31,300     2,394,450
          Interpublic Group of Companies   44,300     2,104,250
          Cisco Systems, Inc.*             32,200     2,048,725
          Automatic Data Processing        34,000     1,457,750
          First Data Corporation           37,200     1,357,800
          Microsoft Corporation*            8,100       669,263
          Computer Associates               9,000       447,750
                                                     ----------
                                                     10,479,988      10.61%
Petroleum and Coal Products:
          Texaco, Inc.                     27,600     2,708,250
          Royal Dutch Petroleum            15,300     2,612,475
          Exxon Corporation                18,000     1,764,000
          Kerr-McGee Corporation           19,800     1,425,600
                                                     ----------
                                                      8,510,325       8.61%
Depository Institutions:
          Citicorp                         16,500     1,699,500
          MBNA                             30,000     1,245,000
          Bank America Corporation         10,000       997,500
          J.P. Morgan & Company            10,000       976,250
          Nationsbank Corporation           9,700       948,175
          CoreStates Financial Corporation 18,200       944,125
          Wachovia Corporation             13,500       762,750
          Regions Financial Corporation     8,800       454,846
                                                     ----------
                                                      8,028,146       8.12%
Insurance Carriers:
          American International Group     26,100     2,825,325
          AFLAC, Inc.                      59,775     2,555,381
          Allstate Corporation             21,000     1,215,375
          United Healthcare Corporation    16,700       751,500
                                                     ----------
                                                      7,347,581       7.44%
Communications:
          Cox Communications*              88,000     2,035,000
          Nynex Corporation                22,000     1,058,750
          Ameritech                        16,700     1,012,437
          SBC Communications, Inc.         18,800       972,900
          Central & South West Corporation 29,000       743,125
          Bellsouth Corporation            15,000       605,625
                                                     ----------
                                                      6,427,837       6.50%
Electronic and Other Electric Equipment
          Intel Corporation                25,900     3,391,268
          General Electric Company         18,000     1,779,750
                                                     ----------
                                                      5,171,018       5.23%
Holding and Other Investment Offices:
          Wells Fargo & Company             5,000     1,348,750
          CALI Realty Corporation          20,400       629,850
          Meditrust                        15,600       624,000
          Felcor Suite Hotels, Inc.        17,300       611,987
          First Industrial Realty Trust    20,000       607,500
          Federal Realty Investment Trust  22,300       604,888
                                                     ----------
                                                      4,426,975       4.48%
Non-Depository Institutions:
          Federal National Mortgage 
           Association                     72,400     2,696,900
          Capital One Financial 
           Corporation                     41,000     1,476,000
                                                     ----------
                                                      4,172,900       4.22%
Industrial Machinery and Equipment:
          Hewlett-Packard Company          36,600     1,839,150
          International Business Machines 
           Corporation                      7,000     1,057,000
          United Technologies              10,000       660,000
                                                     ----------
                                                      3,556,150       3.60%
Food and Kindred Products:
          The Coca-Cola Company            57,600     3,031,200
                                                     ----------
                                                      3,031,200       3.07%
Fabricated Metal Products:
          The Gillette Company             38,900     3,024,475
                                                     ----------
                                                      3,024,475       3.06%
Food Stores:
          Safeway, Inc.*                   68,600     2,932,650
                                                     ----------
                                                      2,932,650       2.97%
Electric, Gas and Sanitary Services:
          GTE                              27,800     1,264,900
          Texas Utilities                  19,500       794,625
          Teco Energy, Inc.                21,000       506,625
                                                     ----------
                                                      2,566,150       2.60%
Eating and Drinking Places:
          McDonald's Corporation           44,200     2,000,050
                                                     ----------
                                                      2,000,050       2.02%
General Merchandise:
          Sears Roebuck & Company          40,300     1,858,837
                                                     ----------
                                                      1,858,837       1.88%
Personal Services:
          Loewen Group, Inc.               42,000     1,643,250
                                                     ----------
                                                      1,643,250       1.66%
Miscellaneous Retail:
          Price/Costco, Inc.               57,700     1,449,712
                                                     ----------
                                                      1,449,712       1.47%
Motion Pictures:
          Disney (Walt) Company            19,200     1,336,800
                                                     ----------
                                                      1,336,800       1.35%
Hotels and Other Lodging Places:
          Mirage Resorts, Inc.*            61,800     1,336,425
                                                     ----------
                                                      1,336,425       1.35%
Railroad Transportation:
          Burlington Northern/Santa Fe     10,300       889,663
                                                     ----------
                                                        889,663       0.90%
Transportation Equipment:
          Chrysler Corporation             24,000       792,000
                                                     ----------
                                                        792,000       0.80%
Building Materials & Gardening Supplies:
          Home Depot, Inc.                  7,000       350,875
                                                     ----------
                                                        350,875       0.36%
                                                     ----------      -----
          Total Common Stocks (Cost $62,100,128)    $94,240,370      95.36%
                                                    -----------      -----
Short Term Investments:
Associates Corporation of North America
Master Note Fltg (5.31% at 12/31/96)    3,994,317     3,994,317
                                                    -----------
Total Short-Term Investments:                       $ 3,994,317       4.04%
                                                    -----------      -----
          Total Investments:                        $98,234,687      99.40%
                                                    -----------      -----
          Other Assets and Liabilities, net:            594,712       0.60%
                                                    -----------      -----
       Total Net Assets:                            $98,829,399     100.00%
                                                    ===========     ======
</TABLE>

* Presently not producing dividend income.
** Foreign Investments

<PAGE>

STATEMENTS OF ASSETS AND LIABILITIES:
<TABLE>
<CAPTION>
                                           1996                  1995
                                           ----                  ----
<S>                                   <C>                   <C>
ASSETS:
     Cash                                $469,711              $224,163

     Investments at market value
     (Cost: $66,094,445 and $55,469,201
     in 1996 and 1995, respectively)   98,234,687            72,928,693

     Receivables for investment 
      securities sold                           0             1,500,277

     Accrued interest and dividends       191,430               113,477
                                      -----------           -----------
     Total assets                      98,895,828            74,766,610

LIABILITIES:
     Payables for investments 
      securities purchased                 66,429             1,614,026

     Accounts payable                           0                    50
                                      -----------           -----------
        Total liabilities                  66,429             1,614,076
                                      -----------           -----------
     NET ASSETS                       $98,829,399           $73,152,534
                                      ===========           ===========
     ACCUMULATION UNITS OUTSTANDING     6,443,056             5,996,795
                                      ===========           ===========
     NET ASSET VALUE PER UNIT             15.3389               12.1986
                                      ===========           ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                             Years Ended December 31,
                                             ------------------------
                                           1996                   1995
                                           ----                   ----
<S>                                   <C>                    <C>
INVESTMENT INCOME:
     Income:
          Dividends                   $   1,538,540          $  1,097,364
          Interest                          201,294               161,264
                                        -----------           -----------
                                          1,739,834             1,258,628
                                        -----------           -----------
     Expenses:
          Mortality and expense 
           guaranty fees (note 3)           809,048               593,042
          Investment management fees 
           (note 3)                         353,001               200,769
                                        -----------           -----------
                                          1,162,049               793,811
                                        -----------           -----------
          NET INVESTMENT INCOME             577,785               464,817
                                        -----------           -----------

REALIZED GAINS ON INVESTMENTS:
     Proceeds from sales                 31,697,825            38,990,793
     Cost of securities sold             27,483,951            35,180,383
                                        -----------           -----------
          NET REALIZED GAINS              4,213,874             3,810,410
                                        -----------           -----------

UNREALIZED APPRECIATION
ON INVESTMENTS:
     End of year                         32,140,242            17,459,492
     Beginning of year                   17,459,492             3,663,198

                                        -----------           -----------
          INCREASE (DECREASE) IN         14,680,750            13,796,294
          UNREALIZED APPRECIATION OF 
          INVESTMENTS                   -----------           -----------

          NET INCREASE (DECREASE) 
          IN NET ASSETS RESULTING 
          FROM OPERATIONS               $19,472,409           $18,071,521
                                        ===========           ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                Years Ended December 31,
                                                ------------------------
                                                 1996              1995
                                                 ----              ----
<S>                                          <C>               <C>
Increase (decrease) in net assets from operations:
     Net investment income                   $    577,785      $    464,817
     Net realized gains on investments          4,213,874         3,810,410
     Increase (decrease) in unrealized
       appreciation of investments             14,680,750        13,796,294
                                             ------------      ------------
                                               19,472,409        18,071,521
                                             ------------      ------------

Changes from principal transactions:
     Net purchase payments received (note 3)   15,914,163        11,269,062
     Withdrawal of funds                       (9,709,707)       (7,254,521)
                                             ------------      ------------

          Increase in net assets derived from
           principal transactions               6,204,456         4,014,541
                                             ------------      ------------
        Increase in net assets                 25,676,865        22,086,062

NET ASSETS:
     Beginning of year                         73,152,534        51,066,472
                                             ------------      ------------
     End of year                              $98,829,399       $73,152,534
                                             ============      ============

ACCUMULATION UNITS:
     Outstanding, beginning of year             5,996,795         5,615,645
          Increase for payments received        1,159,575         1,061,993
          Decrease for withdrawal of funds       (713,314)         (680,843)
                                             ------------      ------------
     Outstanding, end of year                   6,443,056         5,996,795
                                             ============      ============
</TABLE>

SCHEDULE OF SELECTED PER SHARE
DATA AND RATIOS
<TABLE>
<CAPTION>
                                         Per-Unit Income and Capital Changes
                                         -----------------------------------
                                                Years Ended December 31,
                                 -----------------------------------------------
                                   1996     1995      1994      1993      1992
                                   ----     ----      ----      ----      ----
<S>                              <C>     <C>       <C>       <C>       <C>
INVESTMENT INCOME AND EXPENSES:
Investment Income                $0.2817   $0.2163   $0.2105   $0.2113   $0.2267
Operating Expenses                0.1882    0.1364    0.1193    0.1180    0.1113
                                  ------    ------    ------    ------    ------
Net Investment Income             0.0935    0.0799    0.0912    0.0933    0.1154

CAPITAL CHANGES:
Net realized and unrealized gains
 (losses) from securities         3.0468    3.0251   (0.7066)   0.5074    0.1266
                                  ------    ------    ------    ------    ------
Net increase (decrease) in
 accumulation unit value          3.1403    3.1050   (0.6154)   0.6007    0.2420
Accumulation unit value,
 beginning of period             12.1986    9.0936    9.7090    9.1083    8.8663
                                 -------   -------   -------   -------   -------
Accumulation unit value,
 end of period                  $15.3389  $12.1986  $ 9.0936  $ 9.7090  $ 9.1083
                                ========  ========  ========  ========  ========
NUMBER OF ACCUMULATION
 UNITS OUTSTANDING,
 END OF PERIOD                 6,443,056 5,996,795 5,615,645 5,113,999 4,644,455
                               ========= ========= ========= ========= =========
RATIOS:
Ratio of expenses to
 average net assets              1.3777%   1.2880%   1.2826%   1.2783%   1.2812%
Ratio of net investment
 income to average net assets    0.6850%   0.7542%   0.9797%   1.0110%   1.3289%
Portfolio turnover rate            36.9%     66.1%     43.5%     51.2%     31.7%
Average commission rate paid     $0.0636   $0.0551

</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General
- -------
American  Fidelity  Variable  Annuity  Fund  A  (the  Fund) is a separate
account  of  American  Fidelity  Assurance  Company  (AFA). The  Fund  is
registered  as  an  open-end,  diversified management investment  company
under the Investment Company Act of 1940, as amended.  The purpose of the
Fund  is  to  provide a means of investing  for  supplemental  retirement
income.  Shares  are  only  available in connection with variable annuity
policies issued by AFA.

The  Fund's  investment objectives  are  primarily  long-term  growth  of
capital and secondarily  the  production  of income.  In order to achieve
these investment objectives, the Fund normally  invests  in a diversified
portfolio consisting primarily of common stocks.

Investments
- -----------
Investments  in  corporate  stocks  are  valued by Merrill Lynch  Pricing
Service.   Domestic  securities for which published  quotations  are  not
available are valued at  the  quotation  obtained from the Fund's primary
broker.  Short-term investments are valued  on  the  basis  of  amortized
cost, which approximates market.

The  Fund's  portfolio  of investments is diversified such that not  more
than five percent (5%) of  the  value of the total assets of the Fund are
invested in any one issuer and not  more  than  twenty-five percent (25%)
are invested in any one industry or group of industries.  Management does
not believe the Fund has any significant concentrations of credit risk.

Realized  gains  and losses from investment transactions  and  unrealized
appreciation  or  depreciation  of  investments  are  determined  on  the
specific-identification basis.

Dividend income is  recorded on the ex-dividend date, and interest income
is recorded on the daily  accrual basis.  For certain securities in which
the exact dividend is unknown  on  the ex-dividend date, such as stock in
foreign  companies,  an  estimate of the  dividend  is  recorded  on  the
ex-dividend date, and any  necessary  adjustments are added to the Fund*s
investment income on the date the dividend  is received by the Fund.  Any
taxes withheld by foreign governments or any  foreign  exchange  expenses
(gains  or losses) incurred by investment in such securities are paid  by
the Fund.  The Fund does not expect these costs to be significant.

Income Taxes
- ------------
The fund  is  not taxed separately because the operations of the Fund are
part of the total  operations  of  AFA.  AFA files its federal income tax
returns under sections of the Internal  Revenue  Code  applicable to life
insurance  companies.   The  Fund*s  net  increase  in  net  assets  from
operations  is  not  expected  to  result in taxable income under present
regulations.   The  Fund will not be taxed  as  a  "Regulated  Investment
Company" under Subchapter "M" of the Internal Revenue Code.

Use of Estimates
- ----------------
The preparation of financial  statements  in  conformity  with  generally
accepted accounting principles requires management to make estimates  and
assumptions  that  affect  the reported amounts of assets and liabilities
and disclosure of contingent  assets  and  liabilities at the date of the
financial statements and the reported amounts of increase and decrease in
net  assets  from  operations during the period.   Actual  results  could
differ from those estimates.

NOTE 2 - INVESTMENTS

The  aggregate  dollar  amount  of  investment  purchases  (exclusive  of
short-term investments)  was  $34,924,178  and  $43,967,652 for the years
ended December 31, 1996 and 1995, respectively.   At  December  31, 1996,
net unrealized appreciation on investments of $32,140,242 was composed of
gross appreciation of $32,475,048 and gross depreciation of $334,806.

NOTE 3 - VARIABLE ANNUITY CONTRACTS

Net  purchase  payments received represent gross payments less deductions
of $578,837 and  $433,049 for the years ended December 31, 1996 and 1995,
respectively.  The  deductions  are comprised of sales and administrative
expenses, minimum death benefits, administrative charges, and certificate
issuance fees.  These deductions were paid to AFA.

AFA acts as the Fund's investment  manager  and assumes certain mortality
and  expense  risks  under  the variable annuity  contracts.   Investment
management fees are equal to  .0013698%  of  the  Fund's daily net assets
(.5% per annum).  In 1996, these fees increased from  .325% upon approval
of  all  states.   Mortality  and  expense  guaranty  fees are  equal  to
 .0026308% of the Fund's daily net assets  (.96025% per annum).  Such fees
were paid to AFA.

During the accumulation period, contract owners may partially  or totally
withdraw  from  the  Fund  by  surrendering  a  portion  or  all of their
accumulation   units.   The  Internal  Revenue  Code  may  limit  certain
withdrawals based upon age, disability, and other factors.  When contract
owners withdraw,  they  receive  the  current value of their accumulation
units.

<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Managers and Contract Owners
American Fidelity Variable Annuity Fund A:

We have audited the accompanying statements  of assets and liabilities of
American Fidelity Variable Annuity Fund A (the  Fund)  as of December 31,
1996 and 1995, and the related statements of operations  and  changes  in
net assets for the years then ended, the financial highlights for each of
the  years  in  the  five-year  period  ended  December 31, 1996, and the
Schedule  of  Portfolio  Investments  as  of December  31,  1996.   These
financial statements and financial highlights  are  the responsibility of
the Fund's management.  Our responsibility is to express  an  opinion  on
these financial statements and financial highlights based on our audits.

We  conducted  our  audits in accordance with generally accepted auditing
standards. Those standards  require that we plan and perform the audit to
obtain reasonable assurance about  whether  the  financial statements and
financial  highlights  are  free  of  material  misstatement.   An  audit
includes examining, on a test basis, evidence supporting  the amounts and
disclosures   in  the  financial  statements.   Our  procedures  included
confirmation of  securities  owned  as  of December 31, 1996 and 1995, by
correspondence with the custodian and the broker.  An audit also includes
assessing the accounting principles used  and  significant estimates made
by  management,  as  well as evaluating the overall  financial  statement
presentation.  We believe  that our audits provide a reasonable basis for
our opinion.

In  our  opinion,  the  financial  statements  and  financial  highlights
referred to above present fairly, in all material respects, the financial
position of American Fidelity  Variable Annuity Fund A as of December 31,
1996 and 1995, the results of its  operations  and  changes  in  its  net
assets for the years then ended, and the financial highlights for each of
the  years in the five-year period ended December 31, 1996, in conformity
with generally accepted accounting principles.

KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
January 15, 1997

<PAGE>

PARTICIPANTS' BENEFITS

As a participant of Variable Annuity Fund A, you benefit from a number of
valuable  and helpful services which help you meet your investment needs.
Some of the services you currently enjoy are the following:

RE-INVESTMENT WITHOUT CHARGE

Dividends and  interest  from  investment  income as well as capital gain
contributions are automatically re-invested without charge.

PROFESSIONAL MANAGEMENT

Knowledgeable,   full-time   management   constantly    monitors   market
opportunities for your fund.

CAPITAL FULLY INVESTED

Accumulation units are issued in full and fractional amounts so that your
net payments are immediately available for investment purposes.

ANNUAL STATEMENT OF ACCOUNT

You receive an annual statement of account each year.  This  statement is
a  valuable,  permanent,  personal record.  In the event that you  should
have occasion to redeem some  of  your  accumulation  units, you are also
provided  with the proper tax form for your convenience  in  filing  your
income tax return.

REDEMPTION WITHOUT CHARGE

American Fidelity  Variable  Annuity Fund A will redeem your accumulation
units without charge at the full  value  when your request is received in
Oklahoma City as described in the Prospectus.

SYSTEMATIC RETIREMENT OPTIONS

At your retirement a range of pay out options  is  available  in order to
tailor  your  retirement  income payments as closely as possible to  your
needs.

PERSONAL SERVICE

Continuous personal service  is  available  to  you  through  the team of
American Fidelity trained salaried representatives or directly  from  the
Annuity Services Department in our Home Office.

<PAGE>

Board of Managers                JOHN W. REX, Chairman
American Fidelity                  President and Director
Variable Annuity                   American Fidelity Assurance Company
Fund A                           DANIEL D. ADAMS, JR., Secretary
                                   Vice President
                                   American Fidelity Assurance Company
                                 JEAN G. GUMERSON
                                   President
                                   Presbyterian Health Foundation
                                 EDWARD C. JOULLIAN, III
                                   Chairman of the Board and Chief
                                   Executive Officer
                                   Mustang Fuel Corporation
                                 GREGORY M. LOVE
                                   President and Chief Operating Officer
                                   Love's Country Stores, Inc.
                                 J. DEAN ROBERTSON, D.D.S
                                   Pediatric Dentistry
                                   Private Practice
                                 G. RAINEY WILLIAMS, JR.
                                   Managing Partner, MARCO Investment Company
- --------------------------------------------------------------------------------
Safekeeping of Securities        Boatmen's Trust Company
                                 Oklahoma City, Oklahoma
- --------------------------------------------------------------------------------
Independent Auditors             KPMG Peat Marwick LLP
                                 Oklahoma City, Oklahoma
- --------------------------------------------------------------------------------
Investment Manager               American Fidelity Assurance Company
                                 Oklahoma City, Oklahoma
- --------------------------------------------------------------------------------
Investment Sub-Advisors          Lawrence W. Kelly & Associates, Inc.
                                 Pasadena, California
                                 Todd Investment Advisors, Inc.
                                 Louisville, Kentucky
- --------------------------------------------------------------------------------
Board of Directors               LYNDA L. CAMERON
American Fidelity                  President
Assurance Company                  Cameron Equestrian Center, Inc.
                                   Cameron Arabian, Inc.
                                 WILLIAM M. CAMERON
                                   Vice Chairman of the Board and
                                   Chief Executive Officer
                                   American Fidelity Assurance Company
                                 WILLIAM E. DURRETT
                                   Chairman of the Board
                                   American Fidelity Assurance Company
                                 EDWARD C. JOULLIAN, III
                                   Chairman of the Board and President
                                   Mustang Fuel Corporation
                                 JOHN W. REX
                                   President
                                   American Fidelity Assurance Company
                                 GALEN P. ROBBINS, M.D.
                                   Physician and Director
                                   of Cardiovascular Clinic
                                 JOHN D. SMITH
                                   Director and President
                                   John D. Smith Developments, Inc.
<PAGE>
            [AF Logo]      American Fidelity
                           Assurance Company
                 A member of the American Fidelity Group

                      2000 N. Classen Boulevard
                     Oklahoma City, Oklahoma  73106
                       Telephone:  1-800-654-8489



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