AMERICAN INDEMNITY FINANCIAL CORP
10-Q, 1996-08-13
LIFE INSURANCE
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                  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 Quarterly Period Ended June 30, 1996
                                  or
   [ ]      Transition Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934


                        ______________________


                     Commission File Number 0-8636


               AMERICAN INDEMNITY FINANCIAL CORPORATION
              __________________________________________
        (Exact name of registrant as specified in its charter)


                Delaware                       510119643
               _________                       _________
     (State or other jurisdiction of     (I. R. S. Employer
       incorporation or organization)     Identification No.)



One American Indemnity Plaza, Galveston, Texas         77550
______________________________________________      __________
    (Address of principal executive offices)        (Zip Code)


  Registrant's telephone number, including area code - (409) 766-4600

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

As  of  August 8, 1996, 1,948,110 shares of registrant's common stock,
$3.33 1/3 par value, were outstanding.
                                                   PAGE 1 OF 12 PAGES 
<PAGE>



               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES
ITEM 1. FINANCIAL STATEMENTS
             Consolidated Statements of Operations for the
               Three Months Ended June 30, 1996 and 1995
                               Unaudited


                                                 1996           1995
                                             ____________   ____________
PREMIUMS AND OTHER INCOME:
  Premiums earned                            $16,786,184    $17,246,656
  Net investment income (net of investment
    expenses of $94,543 in 1996 and $100,373
    in 1995)                                   1,112,231        979,257
  Realized investment gains (losses)              86,911        (37,254)
  Interest on premium bills receivable and
    other income                                 183,800        185,097
                                             ____________   ____________
            TOTAL                             18,169,126     18,373,756
EXPENSES:                                                   
  Losses and loss adjustment expenses         13,206,607     14,913,671
  Policy acquisition costs                     6,130,582      6,408,003
  Retrospective premium adjustments on
    workers' compensation policies                (1,079)       608,087
                                             ____________   ____________
            TOTAL                             19,336,110     21,929,761

LOSS BEFORE FEDERAL INCOME TAX                (1,166,984)    (3,556,005)

CREDIT FOR FEDERAL INCOME TAX:
  Current                                                        (2,915)
  Deferred
                                             ____________   ____________
            TOTAL                                                (2,915)

NET LOSS                                     $(1,166,984)   $(3,553,090)

AVERAGE SHARES OUTSTANDING                     1,947,860      1,946,710

EARNINGS PER SHARE:
  NET LOSS                                   $      (.60)   $     (1.83)

DIVIDENDS DECLARED PER SHARE                 $      .075    $      .075



            See Notes to Consolidated Financial Information

                                                    PAGE 2 OF 12 PAGES
<PAGE>

               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES

             Consolidated Statements of Operations for the
                Six Months Ended June 30, 1996 and 1995
                               Unaudited


                                                 1996           1995
                                             ____________   ____________
PREMIUMS AND OTHER INCOME:
  Premiums earned                            $33,010,009    $33,914,717
  Net investment income (net of investment
    expenses of $194,060 in 1996 and $196,189
    in 1995                                    2,231,850      1,996,302
  Realized investment gains (losses)             223,825        (80,886)
  Interest on premium bills receivable and
    other income                                 356,094        364,188
                                             ____________   ____________
            TOTAL                             35,821,778     36,194,321
EXPENSES:                                                   
  Losses and loss adjustment expenses         24,116,966     26,054,737
  Policy acquisition costs                    11,827,305     12,628,592
  Retrospective premium adjustments on
    workers' compensation policies               (21,308)       579,462
                                             ____________   ____________
            TOTAL                             35,922,963     39,262,791

LOSS BEFORE FEDERAL INCOME TAX                  (101,185)    (3,068,470)

CREDIT FOR FEDERAL INCOME TAX:
  Current
  Deferred
                                             ____________   ____________
            TOTAL

NET LOSS                                     $  (101,185)   $(3,068,470)

AVERAGE SHARES OUTSTANDING                     1,947,539      1,946,710

EARNINGS PER SHARE:
  NET LOSS                                   $      (.05)   $     (1.58)

DIVIDENDS DECLARED PER SHARE                 $       .15    $      .135




            See Notes to Consolidated Financial Information
    
                                                     PAGE 3 OF 12 PAGES
<PAGE>

               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES

                      Consolidated Balance Sheets
                  June 30, 1996 and December 31, 1995
                               Unaudited

                                                 1996           1995
ASSETS                                       _____________  _____________
______
Investments:
 Fixed maturities - bonds:
   Available for sale                        $ 70,667,164   $ 72,578,178
 Preferred stocks                               1,588,912      2,289,472
 Common stocks                                 12,009,486     11,895,516
 Mortgage loans on real estate                     22,218         24,604
 Short-term investments                            50,000         60,000
                                             _____________  _____________
        Total Investments                      84,337,780     86,847,770
Cash and Cash Equivalents                       3,377,053      4,781,566
Accrued Investment Income                         813,102        711,185
Premiums in Course of Collection                6,988,677      4,293,569
Direct Premium Bills Receivable                10,019,637      8,267,740
Reinsurance Balances Receivable                12,967,215     12,167,759
Prepaid Reinsurance Premiums                      626,914        716,632
Property and Equipment - Less accumulated
  depreciation of $4,838,388 in 1996 and
  $4,614,370 in 1995                            4,174,007      4,202,742
Deferred Policy Acquisition Costs               9,551,972      8,841,705
Deferred income taxes                           4,498,000      4,498,000
Other Assets                                    3,050,144      2,785,268
                                             _____________  _____________
        TOTAL                                $140,404,501   $138,113,936



LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
Losses and Loss Adjustment Expenses          $ 51,454,196   $ 51,165,424
Unearned Premiums                              37,267,319     34,489,378
Reinsurance Balances Held or Payable            2,983,821      2,844,698
Notes Payable to Bank                             555,083        
Accounts Payable and Other Accrued Liabilities  9,474,313      9,085,322
                                             _____________  _____________
        Total Liabilities                     101,734,732     97,584,822
Stockholders' Equity:
 Preferred stock, authorized 2,000,000
   shares; none outstanding
 Common stock, $3.33 1/3 par value; authorized
    2,500,000 shares; outstanding shares
    1,948,110 in 1996 and 1,947,110 in 1995     6,493,684      6,490,351
 Paid-in surplus                               13,050,132     13,047,085
 Unrealized appreciation in market value of
    investments                                   912,044      2,384,456
 Retained earnings                             18,213,909     18,607,222
                                             _____________  _____________
        Total Stockholders' Equity             38,669,769     40,529,114
                                             _____________  _____________
        TOTAL                                $140,404,501   $138,113,936
 
            See Notes to Consolidated Financial Information

                                                 PAGE 4 OF 12 PAGES
<PAGE>

               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES

             Consolidated Statements of Cash Flows for the
                Six Months Ended June 30, 1996 and 1995
                               Unaudited

                                                  1996          1995
                                             _____________  _____________
OPERATING ACTIVITIES: 
 Net loss                                    $   (101,185)  $ (3,068,470)
 Adjustments to reconcile net loss to 
   net cash flow from operating activities:
   Decrease (Increase) in:
     Premiums in course of collection          (2,695,108)    (1,545,036)
     Direct premium bills receivable           (1,751,897)      (839,621)
     Reinsurance balances receivable             (799,456)    (2,632,720)
     Prepaid reinsurance premiums                  89,718        572,349
     Deferred policy acquisition costs           (710,267)      (429,736)
     Other assets                                (264,876)      (205,733)
   Increase (Decrease) in:
     Unpaid losses and loss adjustment expenses   288,772      3,481,295
     Unearned premiums                          2,777,941      1,754,975
     Reinsurance balances held or payable         139,123       (862,186)
     Accounts payable and other accrued
       liabilities                                388,991        804,866
   Realized investment (gains) losses            (223,825)        80,886
   Depreciation                                   224,018        184,591
   Other                                          (71,843)        76,383
                                             _____________  _____________
     Net cash flow from operating activities   (2,628,157)    (2,709,894)

INVESTING ACTIVITIES:                                   
 Sale of bonds                                  5,225,745        503,125
 Maturity of bonds                              4,852,820      2,851,646
 Sale of preferred stocks                         184,396         49,338
 Redemption of preferred stocks                   467,868        144,200
 Sale of common stocks                            975,354      3,927,130
 Maturity of long-term certificates of deposit     10,000        
 Purchase of bonds                             (9,855,254)    (6,811,195)
 Purchase of common stocks                       (631,986)     
 Purchase of property and equipment              (195,283)      (499,248)
 Other                                              2,386          2,160
                                             _____________  _____________
     Net cash flow from investing activities      167,156      1,036,046  

FINANCING ACTIVITIES:                                   

 Proceeds received from bank loan                 580,500
 Payments on bank loan                            (25,417)
 Cash dividends paid to stockholders             (292,128)      (262,806)
   Proceeds received from exercise of stock                
     options                                        6,380
                                             _____________  _____________
     Net cash flow from financing activities      269,335       (262,806)

     Net Increase (Decrease) in Cash and     _____________  _____________
       Cash Equivalents                        (1,404,513)    (2,723,807)
     Cash and Cash Equivalents, January 1       4,781,566      4,937,544
                                             _____________  _____________
     Cash and Cash Equivalents, June 30      $  3,377,053   $  2,213,737


            See Notes to Consolidated Financial Information

                                                    PAGE 5 OF 12 PAGES
<PAGE>


               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL INFORMATION


(1)The  consolidated  financial statements  include  the  accounts  of
   American  Indemnity Financial Corporation (the "Company"), American
   Indemnity  Company  and  American Indemnity Company's  wholly-owned
   subsidiaries,  American Fire and Indemnity Company,  Texas  General
   Indemnity  Company  and American Computing Company.   All  material
   intercompany  balances  and transactions have  been  eliminated  in
   consolidation.   The  financial  information  included  herein   is
   unaudited  but,  in  the  opinion of  management,  all  adjustments
   (consisting  of  normal recurring accruals) necessary  for  a  fair
   presentation   have  been  included.   These  interim  consolidated
   financial  statements  should  be  read  in  conjunction  with  the
   Company's  report  on  Form 10-K for the year  ended  December  31,
   1995.   The results of operations for this interim period  are  not
   necessarily indicative of results for the full year.

(2)Deferred  income taxes reflect the net tax effects of (a) temporary
   differences  between the carrying amounts of assets and liabilities
   for  financial reporting purposes and the amounts used  for  income
   tax  purposes,  and  (b)  operating loss  carryforwards.   The  tax
   effects  of significant items comprising the Company's net deferred
   income  taxes  as  of June 30, 1996 and December 31,  1995  are  as
   follows:

                                    June 30, 1996     December 31, 1995
                                   _______________   __________________
Deferred tax liabilities:                         
Deferred  policy acquisition costs  $ (3,247,670)       $ (3,006,180)
Differences between book and
  tax basis of property                 (316,226)           (300,935)
Unrealized investment gains             (310,095)           (810,715)
Other                                   (411,607)           (403,926)
                                    _____________       _____________
                                      (4,285,598)         (4,521,756)
Deferred tax assets:                              
Reserves not currently deductible      5,743,311           6,013,565
Operating loss carryforwards          12,289,732          11,824,122
                                    _____________       _____________
                                      18,033,043          17,837,687
Net Asset                             13,747,445          13,315,931
Valuation allowance                   (9,249,445)         (8,817,931)
                                    _____________       _____________
Net deferred tax assets             $  4,498,000        $  4,498,000


   The  provision  for income tax for the six months  ended  June  30,
   1996  was  $-0-.  The Company paid $15,000 in federal income  taxes
   during  the first six months of 1996, whereas the Company  did  not
   pay  any federal income taxes during the first six months of  1995.
   The  provision for federal income tax for the six months ended June
   30,  1995 is related to taxes arising under the alternative minimum
   tax  system  which  is  based  on  reported  income,  adjusted  for
   differences  arising  in revenue or expense items,  per  applicable
   tax  laws  and  regulations, between reported  income  and  taxable
   income.
                                                PAGE 6 OF 12 PAGES
<PAGE>                                               

   The  Company has a net operating loss carryforward for tax purposes
   of  $36,146,271, which expires if not previously utilized, in 1998-
   $3,163,998;   1999-$7,384,546;  2000-$5,712,421;   2001-$4,927,522;  
   2002-$2,271,256;  2003-$621,205;  2004-$4,596,950; 2005-$1,246,728;
   2006-$118,137;   2007-$43,352;  2008-$13,450;  2009-$13,410;  2010-
   $4,663,854 and 2011-$1,369,442.

(3)The  Company  paid total interest expense of $16,370  for  the  six
   months  ended June 30, 1996 and paid no interest for the six months
   ended June 30, 1995.

(4)In  October  1995, the Financial Accounting Standards Board  issued
   Statement  of  Financial  Accounting Standards  ("SFAS")  No.  123,
   "Accounting  for Stock-Based Compensation," which is effective  for
   the  Company  on January 1, 1996.  SFAS No. 123 permits,  but  does
   not  require, a fair value based method of accounting for  employee
   stock  option  plans  which results in compensation  expense  being
   recognized  in  the  results of operations when stock  options  are
   granted.   The  Company  decided  not  to  change  its  method   of
   accounting  for stock-based compensation; therefore,  the  adoption
   of  this  statement  will  not have any  impact  on  the  financial
   statements of the Company.
                                               PAGE 7 OF 12 PAGES
<PAGE>


               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            _______________________________________________

LIQUIDITY
      The  Company  has  consistently been able to  generate  adequate
amounts  of  cash to meet its needs and management is unaware  of  any
trends, demands or commitments which will or are reasonably likely  to
have a significant effect on the Company's liquidity.

  Operating Activities
      The  net cash flow from operating activities for the six  months
ended  June 30, 1996 was negative primarily as a result of unfavorable
underwriting results.  Although the underwriting results for the first
six  months  of  1996 improved compared with the first six  months  of
1995,  cash flow from operating activities was insufficient  to  cover
the  payment  of  claims and underwriting expenses.   The  unfavorable
underwriting results during the first six months of 1996  were  caused
primarily  by  the  occurrence  of  several  weather-related   natural
catastrophes  and unfavorable underwriting results for the  automobile
and commercial multiple peril lines of business, primarily as a result
of an increase in the severity of new claim occurrences, for the three
months ended June 30, 1996.  For the first six months of 1996, weather-
related  natural  catastrophes resulted  in  losses  of  approximately
$2,514,000 compared with $4,669,000 for the six months ended June  30,
1995.

      The  net cash flow from operating activities for the six  months
ended  June 30, 1995 was negative primarily as a result of an increase
in the amount of funds required for the payment of claims, an increase
in  policy acquisition costs and a decrease in net investment  income.
The negative effect on cash flow of these items was offset somewhat by
an increase in net premiums written.  The amount of funds required for
claim  payments  increased primarily due to increased  weather-related
losses  during  the  second quarter of 1995  and  the  settlements  of
several large commercial automobile claims in the first six months  of
1995.   The  increase  in  policy  acquisition  costs  resulted   from
increases  in  amortization  of  deferred  policy  acquisition  costs,
expenses related to commissions and overhead expenses.  Net investment
income  decreased  primarily as a result  of  reduced  yields  on  the
Company's derivative securities.

  Investing Activities
      During  the  first  six  months of 1996, management  invested  a
portion of available cash balances and the proceeds received from  the
disposition  of  investments into investment grade  bonds  and  common
stocks.   The net cash flow from investing activities was positive  in
the  first six months of 1996 as total investment sales and maturities
exceeded total investment purchases.

     During the first six months of 1996, unrealized investment losses
decreased  stockholders'  equity by approximately  $1,472,000.   These
unrealized  losses are comprised of unrealized losses of approximately
$1,694,000  from debt securities and unrealized gains of approximately
$222,000  from equity securities.  These unrealized investment  losses
were  primarily  the  result  of  the negative  effects  of  increased
interest  rates  on the market value of the Company's debt  securities
during the first six months of 1996.
                                                PAGE 8 OF 12 PAGES
<PAGE>

      Approximately  $430,000 of the $1,694,000 unrealized  investment
losses  on  debt  securities  was related  to  six  derivative  issues
purchased by the company in 1993.  On June 30, 1996, the value carried
in  the Company's balance sheet for these six issues was approximately
$18,649,000.  The Company's debt and equity securities are reported on
the  Company's balance sheet at their respective market  values  which
fluctuate  based upon a variety of market factors.  Such  fluctuations
will result in changes to the Company's unrealized investment gains or
losses   and   will  have  corresponding  impacts  on  the   Company's
stockholders' equity.  The derivative securities mentioned  above  are
known  as  inverse  floaters  as  their  yields,  which  are  adjusted
periodically, vary inversely to certain LIBOR rates.  These derivative
securities  will  probably exacerbate swings in unrealized  investment
gains  and losses and stockholders' equity in the event of significant
movement  in  interest rates, particularly LIBOR rates.  Additionally,
the  yield  formulas for these securities will result in  commensurate
swings  in  investment income.  At current yield rates and considering
future  yield  resets  for these securities  and  the  guarantee  (see
discussion below) that was obtained in 1995 with respect to certain of
these securities, net investment income for the final two quarters  of
1996 should be increased by approximately $281,000 as compared to  the
corresponding  period  in  1995.  This is subject  to  change,  either
positively  or  negatively,  depending  on  future  investment  market
conditions.

      Because  these derivative securities were issued  by  government
agencies,  the  Company believes that their principal  is  assured  at
maturity.   Barring  unforeseen circumstances,  the  Company  has  the
ability  to  hold  these debt securities until their stated  maturity.
However,  if  conditions  are  favorable for  their  disposition,  the
Company  may dispose of all or a portion of these securities prior  to
maturity.  During the first six months of 1996, the Company  was  able
to  reduce its exposure in such securities by the sale of $750,000 par
value  of  one  issue of the derivative securities.  As  a  matter  of
investment  policy, the Company no longer invests in inverse  floating
rate securities.

     In connection with an arbitration proceeding in 1995, the Company
received  an  agreement, effective December 8, 1995, guaranteeing  the
yield rate on the largest derivative issue held by it (Guarantee Yield
Security).   The  Guaranteed  Yield  Security  has  a  par  value   of
$11,000,000  and  matures  in March 1998.   The  yield  rate  that  is
guaranteed  will equal the weekly average yield rate for  three  month
treasury  bills  during each interest period  of  the  security.   The
maximum  amount  guaranteed  is  $1,500,000  and  the  guarantee  will
terminate  no later than the security's maturity date.  This guarantee
is  secured by two letters of credit.  One letter of credit is in  the
amount  of  $500,000 and expires two years from its issue  date.   The
second  letter of credit is also in the amount of $500,000 and expires
in  one  year,  provided  that, in the event of  certain  defaults  in
financial covenants, an additional letter of credit is provided in the
amount of $250,000 for a second twelve month period.  At June 30, 1996
the  stated interest rate for the Guaranteed Yield Security was 1.129%
and  the  guaranteed yield rate was 5.158%.  Based on  such  guarantee
yield  rate, net investment income earned by this security during  the
final  two  quarters  of  1996  should be increased  by  approximately
$245,000 compared to the corresponding period in 1995.  The amount may
increase  or  decrease, however, depending on changes in  the  average
yield  rate  of  the  three month treasury bill  that  determines  the
guaranteed yield on this security.

      As a result of this guarantee, the yield of the Guaranteed Yield
Security is similar to that of a floating rate instrument whose coupon
yield  resets  weekly to the average three month treasury  bill  yield
rate  during each interest period.  The market value of this  security
at June 30, 1996 was determined based  upon the market values of other
securities whose yields are calculated in this manner and which mature
in  three  years.  As a result, the  market value for this security as
carried on the Company's balance sheet June 30, 1996 was approximately
$10,918,000.
                                                  PAGE 9 OF 12 PAGES
<PAGE>

      During  the first six months of 1995, management invested  funds
which  were  generated  from the disposition of investments,  together
with  a  portion  of  available cash balances, into  investment  grade
bonds.   The net cash flow from investing activities was positive  for
the  first six months of 1995 as total investment sales and maturities
exceeded total investment purchases.

  Financing Activities
      In January, 1996, the Company received $580,500 proceeds from  a
loan  from  United States National Bank.  The Company is  required  to
make  seventy-two monthly payments at an interest rate of 8.75%  until
the  maturity date of February 01, 2002.  The Company may pay  without
penalty  all  or a portion of the principal earlier than  it  is  due.
These funds were obtained to finance the purchase of computer software
designed to provide policy processing, claims administration,  billing
and collection, reinsurance and management reporting needed as part of
the Company's ongoing effort  to enhance its technology and reengineer
its  business  process.  As a result of this loan, the net  cash  flow
from  financing activities was positive for the first  six  months  of
1996.   The  net cash flow from financing activities was negative  for
the  first  six months of 1995 as a result of cash dividends  paid  to
stockholders.

CAPITAL RESOURCES
      The  activities  of insurance companies are regulated  by  state
authorities  and  adequate levels of reserves and equity  capital  are
required to be maintained to ensure that enough capital is retained in
the  business  to  provide sufficient funds to meet  its  obligations.
Management  believes  that  the Company  has  met  all  statutory  and
regulatory  requirements and that sufficient funds have been  retained
to  meet  its obligations.  The Company has no current commitments  or
plans for debt or equity financing other than the loan discussed under
"Liquidity-Financing Activities".

RESULTS OF OPERATIONS
      Premiums  earned decreased 2.7% for three months and six  months
ended June 30, 1996 compared with the corresponding 1995 periods.  Net
premiums written increased 6.9% and decreased 1.0%, respectively,  for
the  three months and six months ended June 30, 1996 compared with the
same 1995 periods.  The decrease in premiums earned resulted primarily
from  the  reduction in the number of policies written in the personal
automobile  and workers' compensation lines of business and  increased
rates  charged to the Company on renewal of certain of its reinsurance
contracts.

      Primarily as a result of the unrealized gains in market value of
investments experienced in 1995, average invested assets at  June  30,
1996 increased approximately $2,228,000 compared with
June  30,  1995.  Additionally, net investment income increased  13.6%
and  11.8%,  respectively, for the three months and six  months  ended
June  30,  1996  compared with the same 1995 periods, primarily  as  a
result  of  increased  yields on the Company's derivative  securities.
This increase in net investment income increased the Company's average
investment  yield  to  5.22% for the six months ended  June  30,  1996
compared  with  4.79% for the six months ended June 30,  1995.   As  a
result of the guarantee of the yield rate on the $11,000,000 par value
derivative security discussed above and, based on the guaranteed yield
rate  at  June 30, 1996, net investment income earned by this security
should  be  increased  by  approximately $245,000 during the final two 
quarters of 1996  compared to the corresponding  period in 1995.  This
is  subject  to  change, either positively or negatively, depending on
changes in the average three month treasury bill yield that determines
the guaranteed  yield rate.
                                               PAGE 10 OF 12 PAGES
<PAGE>
      In  an  effort  to maximize the overall return on the  Company's
investment   portfolio,  Management  elected  to  take  advantage   of
favorable  market conditions in several issues of common and preferred
stocks  and  fixed  maturity bonds which were held in  the  investment
portfolio.  These sales resulted in realized investment gains for  the
three months and six months ended June 30, 1996 compared with realized
investment losses for the same 1995 comparison periods.

      The  loss  and loss adjustment expense ratio was 78.7%  for  the
three  months  ended June 30, 1996 compared with 86.5% for  the  three
months ended June 30, 1995 and was 73.1% for the six months ended June
30, 1996 compared with 76.8% for the six months ended June 1995.  This
decrease  was  primarily the result of a smaller number and  decreased
severity of weather-related natural catastrophes during the first  six
months  of  1996 compared with the first six months of  1995.   Claims
from  weather-related natural catastrophes resulted  in  approximately
$1,651,000  in  losses  for the second quarter ended  June  30,  1996,
compared  with  approximately $3,922,000 for the second quarter  ended
June  30,  1995.   For  the six months ended June 30,  1996,  weather-
related  natural  catastrophes resulted  in  losses  of  approximately
$2,514,000 compared with $4,669,000 for the six months ended June  30,
1995.   Although  weather-related  catastrophes  did  not  impact  the
underwriting results for the first six months of 1996 as  severely  as
the first six months of 1995, these occurrences accounted for 9.8%  of
earned  premium for the second quarter of 1996, having  a  significant
adverse effect on the underwriting results for the three months  ended
June  30, 1996.  Additionally, the underwriting results for the  three
months  ended  June  30, 1996 were adversely impacted  by  unfavorable
underwriting  results in the automobile and commercial multiple  peril
lines  of  business,  primarily as a result  of  an  increase  in  the
severity of new claim occurrences, during the second quarter of 1996.

      The policy acquisition cost ratio was 36.5% for the three months
ended  June  30, 1996 compared with 37.2% for the three  months  ended
June  30,  1995 and was 35.8% for the six months ended June 30,  1996,
compared  with  37.2% for the six months ended  June  30,  1995.   The
decrease  in  this ratio was a result of an increase  in  deferral  of
policy  acquisition costs during the first six months of 1996 compared
with the first six months of 1995.

      The net loss of the Company was approximately $1,167,000 for the
three  months  ended  June 30, 1996 compared with $3,553,000  for  the
three  months  ended June 30, 1995 and was approximately $101,000  for
the  six  months ended June 30, 1996 compared with $3,068,000 for  the
six  months ended June 30, 1995.  This improvement resulted  primarily
from the decrease in claims from weather-related natural catastrophes,
the  increase  in  net  investment  income,  the  decrease  in  policy
acquisition costs, and the realized investment gains during the  three
months and six months ended June 30, 1996 compared with the same  1995
comparison periods.
                                                PAGE 11 OF 12 PAGES
<PAGE>
                                   
                                   
               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES
                                   
                                   
                                   
Item 4.	      Submission of Matters to a Vote of Security Holders

          At the annual meeting of the stockholders of the Company held
          April 29,  1996,  the Company's  stockholders  elected  three
          Class  II  directors  to  serve  on  the  Board of  Directors
          of the  Company  for the  ensuing three years.  The following
          table sets forth  the number of votes cast for  each  nominee
          for  director, the number of votes cast against  or  withheld
          from  voting with respect to each nominee and the  number  of
          votes represented by shares which abstained from voting  with
          respect to each nominee for director:

                                  Votes           Votes
  Nominee                       Cast For    Against/Withheld     Abstensions
  ________                    __________    _______________     ___________
  Jack T. Currie               1,531,148            -0-             -0-
  J. Fellman Seinsheimer, III  1,531,148            -0-             -0-
  Synott L. McNeel             1,531,148            -0-             -0-

          There were no broker non-votes.

                     
Item 6. (a)   Exhibit 11 -   Computation of Fully Diluted  Net
              Income per Common and Common Equivalent Share.

              Exhibit 27 -   Financial Data Schedule.

        (b)   Reports on Form 8-K

              No  reports  on  Form 8-K have been  filed  during  the
              quarter for which this report is filed.



                              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.






               AMERICAN INDEMNITY FINANCIAL CORPORATION
               ________________________________________
                             (Registrant)






Date    AUGUST 12, 1996                    PHILLIP E. APGAR
       ________________     ____________________________________________
                                 VICE PRESIDENT-TREASURER - CHIEF
                                       FINANCIAL OFFICER
                             (PRINCIPAL FINANCIAL & ACCOUNTING OFFICER)

                                                  PAGE 12 OF 12 PAGES


             AMERICAN INDEMNITY FINANCIAL CORPORATION        EXHIBIT 11
                           AND SUBSIDIARIES

                COMPUTATION OF FULLY DILUTED NET INCOME
                PER COMMON AND COMMON EQUIVALENT SHARE



                              SIX MONTHS SIX MONTHS THREE MONTHS THREE MONTHS
                                ENDED       ENDED      ENDED         ENDED
                              06-30-96     06-30-95   06-30-96     06-30-95
                             ___________ __________ ____________ ____________
PRIMARY EARNINGS PER SHARE

 Weighted average shares of
 common stock outstanding     1,947,539   1,946,710   1,947,860    1,946,710

 Stock options (treasury                                       
 stock method) (1)                8,134       8,396       8,134        8,396

 Weighted average shares
 outstanding for primary
 earnings per share
 computation                  1,955,673   1,955,106   1,955,994    1,955,106


   Net income (loss)              $(.05)     $(1.57)      $(.60)      $(1.82)


FULLY DILUTED EARNINGS PER SHARE

 Weighted average shares of
 common stock outstanding     1,947,539   1,946,710   1,947,860    1,946,710

 Stock options (treasury
 stock method) (1)                8,639       8,396       8,639        8,396

 Weighted average shares
 outstanding for fully
 diluted computation          1,956,178   1,955,106   1,956,499    1,955,106

   Net income (loss)              $(.05)     $(1.57)      $(.60)      $(1.82)



(1)This calculation is submitted in accordance with Regulation S-K
   item 601(b)(11) although not required by footnote 2 to paragraph
   14 of APB Opinion No. 15 because it results in dilution of less
   than 3%.




<TABLE> <S> <C>

<ARTICLE> 7
<CIK> 0000005227
<NAME> AMERICAN INDEMNITY FINANCIAL CORP
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<DEBT-HELD-FOR-SALE>                        70,667,164
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                  13,598,398
<MORTGAGE>                                      22,218
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                              84,337,780
<CASH>                                       3,377,053
<RECOVER-REINSURE>                          12,967,215
<DEFERRED-ACQUISITION>                       9,551,972
<TOTAL-ASSETS>                             140,404,501
<POLICY-LOSSES>                             51,454,196
<UNEARNED-PREMIUMS>                         37,267,319
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                555,083
                                0
                                          0
<COMMON>                                     6,493,684
<OTHER-SE>                                  32,176,085
<TOTAL-LIABILITY-AND-EQUITY>               140,404,501
                                  33,010,009
<INVESTMENT-INCOME>                          2,231,850
<INVESTMENT-GAINS>                             223,825
<OTHER-INCOME>                                 356,094
<BENEFITS>                                  24,116,966
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                        11,827,305
<INCOME-PRETAX>                              (101,185)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (101,185)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (101,185)
<EPS-PRIMARY>                                    (.05)
<EPS-DILUTED>                                    (.05)
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

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