SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AMERICAN INDEMNITY FINANCIAL CORPORATION
________________________________________
(Name of Issuer)
Common Stock, $3.33 1/3 par value
______________________________
(Title of Class of Securities)
026759-10-0
______________________________
(CUSIP Number)
Henry W. Hope, Esq., Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100, Houston, Texas 77010-3095, Tel. No.(713) 651-5459
____________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
<PAGE>
CUSIP NO. 026759-10-0 13 D Page 2 of 6 Pages
___________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J. Fellman Seinsheimer, III
___________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
____________________________________________________________________
3 SEC USE ONLY
____________________________________________________________________
4 SOURCE OF FUNDS
OO
____________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
____________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
____________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,700 shares
___________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 569,205 shares
___________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,700 shares
___________________________________________________
PERSON WITH 10 SHARED DISPOSITIVE POWER
569,205 shares
____________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,905 shares
____________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[x]
____________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.7%
____________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
____________________________________________________________________
Page 2 of 6 Pages
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $3.33 1/3 par
value (the "Common Stock"), of American Indemnity Financial
Corporation, a Delaware corporation ("AIFC").
The address of the principal executive office of AIFC is
One American Indemnity Plaza, Galveston, Texas 77550.
Item 2. Identity and Background.
(a) J. Fellman Seinsheimer, III
(b) One American Indemnity Plaza, Galveston, Texas 77550
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
On January 22, 1997, J. Fellman Seinsheimer, III was
elected President of American Finance Company of Galveston and
United States Securities Corporation, which corporations owned of
record 289,764 shares and 174,331 shares of Common Stock,
respectively. As President of such corporations, J. Fellman
Seinsheimer, III has shared voting and dispositive power over the
shares of Common Stock owned by such corporations. No
consideration was paid by J. Fellman Seinsheimer, III in
connection with his election as President of such corporations.
Pursuant to powers of attorney dated December 1, 1980, and
September 20, 1995 (collectively, the "Powers of Attorney"), J.
F. Seinsheimer, Jr. granted to his son, J. Fellman Seinsheimer,
III, the power to vote and dispose of certain shares of Common
Stock beneficially owned by J. F. Seinsheimer, Jr. No
consideration was paid by J. Fellman Seinsheimer, III to J. F.
Seinsheimer, Jr. in connection with the execution of the Powers
of Attorney.
Pursuant to the terms of the documents which established
the Jessie Lee Seinsheimer Trust (the "Seinsheimer Trust"), J.
Fellman Seinsheimer, III and J. F. Seinsheimer, Jr., as
co-trustees of such trust, share the power to vote and dispose of
the shares of the Company's Common Stock owned by the Seinsheimer
Trust. No consideration was paid by J. Fellman Seinsheimer, III
or J. F. Seinsheimer, Jr. in connection with being named
co-trustees of the Seinsheimer Trust.
Item 4. Purpose of Transaction.
J. Fellman Seinsheimer, III was elected President of
American Finance Companyof Galveston and United States Securities
Corporation to manage the business and affairs of such
corporations. J. Fellman Seinsheimer, III, as President, has no
present plans or proposals with respect to the shares of Common
Stock owned by the corporations, which are held for investment.
The purpose of the Powers of Attorney is to permit J.
Fellman Seinsheimer, III to vote and dispose of certain shares of
Common Stock beneficially owned by his father, J. F.
Seinsheimer, Jr., if J. F. Seinsheimer, Jr. is unable to do so or
if J. F. Seinsheimer, Jr. requests J. Fellman Seinsheimer, III to
Page 3 of 6 Pages
<PAGE>
take such actions. As of February 5, 1996, J. F. Seinsheimer,
Jr. requested J. Fellman Seinsheimer, III to exercise the powers
granted under the Powers of Attorney to vote and dispose of
certain shares of Common Stock beneficially owned by J. F.
Seinsheimer, Jr. Neither J. Fellman Seinsheimer, III nor, to J.
Fellman Seinsheimer, III's knowledge, J.F. Seinsheimer, Jr., has
any plans or proposals with respect to the shares of Common Stock,
which are held for investment. Both J. Fellman Seinsheimer, III
and J. Fellman Seinsheimer,Jr., as co-trustees of the Seinsheimer
Trust, share the power to vote and dispose of the shares of the
Company's Common Stock owned by such trust.
Item 5. Interest in Securities of Issuer.
(a) Amount Beneficially Owned: 578,905 shares*
Percent of Class: 29.7%
(b) J. Fellman Seinsheimer, III:
Sole Voting Power: 9,700 shares*
Shared Voting Power: 569,205 shares**
Sole Dispositive Power: 9,700 shares*
Shared Dispositive Power: 569,205 shares**
J. F. Seinsheimer, Jr.:
Sole Voting Power: 0 shares
Shared Voting Power: 576,880 shares**
Sole Dispositive Power: 0 shares
Shared Dispositive Power: 576,880 shares**
* Includes 7,000 shares issuable upon the
exercise of options, but does not include 270 shares
owned of record by J. Fellman Seinsheimer, III's sons,
as to which he disclaims any beneficial ownership or
interest.
** Pursuant to the Powers of Attorney described above,
J. Fellman Seinsheimer, III and J. F. Seinsheimer, Jr.
share voting and dispositive power over 67,015 shares
(3.4%) of the Company's Common Stock owned of record by
J. F. Seinsheimer , Jr. J. Fellman Seinsheimer , III
and J. F. Seinsheimer, Jr., as co-trustees of, the
Seinsheimer Trust, share voting and dispositive power
over 38,095 shares (2.0%) of the Company's Common Stock
owned by such trust. Additionally, as President of
American Finance Company of Galveston and United States
Securities Corporation, which corporations owned of
record 289,764 shares and 174,331 shares of Common
Stock, respectively, J. Fellman Seinsheimer, III has
shared voting and dispositive power over an aggregate
of 464,095 shares owned by such corporations.
Item 2 information for J. F. Seinsheimer, Jr.:
(a) J. F. Seinsheimer, Jr.
(b) 4809 Woodrow, Galveston, Texas 77551
Page 4 of 6 Pages
<PAGE>
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) U.S.A.
(c) Not applicable.
(d) Except as described in Item 5(b), no other person
is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
J. Fellman Seinsheimer, III was elected President of
American Finance Company of Galveston and United States Securities
Corporation by the board of directors of such corporations and will
serve as such until his earlier removal, resignation or death pursuant
to the charter and by-laws of such corporations.
Pursuant to the Powers of Attorney described in Items 3 and
4, J. Fellman Seinsheimer, III shares with J. F. Seinsheimer, Jr.
voting and dispositive powers over certain shares of Common Stock
beneficially owned by J. F. Seinsheimer, Jr. Additionally, pursuant
to the terms of the Seinsheimer Trust, J. Fellman Seinsheimer, III and
J. F. Seinsheimer, Jr. share voting and dispositive powers over the
shares of Common Stock owned by such trust.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
February 14, 1997
__________________
Date
/s/ J. Fellman Seinsheimer, III
________________________________
J. Fellman Seinsheimer, III
Page 6 of 6 Pages
