INVESTORS HERITAGE LIFE INSURANCE CO /KY/
SC 13G/A, 1997-01-28
LIFE INSURANCE
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5 )

                   INVESTORS HERITAGE LIFE INSURANCE COMPANY
                               (Name of Insurer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                  461560 10 4
                                 (CUSIP Number)

Check the following if a fee is being paid with this statement    .  (A fee is
not required only if the filing person:  (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

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).

1)  Name of Reporting Person: TAP & CO.
     SS or IRS Identification No.:  61-0733149

2)  Check the Appropriate Box if a Member of a Group (See Instructions)
     a) X
     b)

3)  SEC USE ONLY:

4)  Citizenship or Place of Organization:  KENTUCKY

Number of Shares                  5) Sole Voting Power:
Beneficially Owned
By Each Reporting
Person With                        6) Shared Voting Power:  65,585
                                   These shares are held for the benefit of
                                   employees who participate in the Employee
                                   Stock Ownership Plan and the 401(k) Savings
                                   Plan.  The Administrative Committee of these
                                   plans directs the voting of these shares.

                                   7)  Sole Dispositive Power:

                                   8)  Shared Dispositive Power:  65,585
                                   The Trustee has the power to dispose of these
                                   shares by making distributions to
                                   beneficiaries in accordance with the plans.

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
   (See Instructions):  65,585

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
    Instructions)
11) Percent of Class Represented by Amount in Row (9):  7.29%

12) Type of Reporting Person (See Instructions):  EP

Item 1.

(a)  Name of Issuer:  Investors Heritage Life Insurance Company

(b)  Address of Issuer's Principal Executive Offices:  200 Capital Avenue,
     Frankfort, Kentucky 40601

Item 2.

(a)  Name of Person Filing:  TAP & CO.

(b)  Address of Principal Business Office or, if none, Residence: Farmers
     Bank Plaza, Main Street, Frankfort, Kentucky   40601

(c)  Citizenship:  Kentucky

(d)  Title of Class of Securities:  Common Stock $1 Par Value

(e)  CUSIP Number:  461560 10 4

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:

(a)     Broker or Dealer registered under Section 15 of the Act
(b)     Bank as defined in section 3(a)(6) of the Act
(c)     Insurance Company as defined in section 3(a)(19) of the Act
(d)     Investment Company registered under section 8 of the Investment Company
        Act
(e)     Investment Adviser registered under section 203 of the Investment
        Advisers Act of 1940
(f)  X  Employee Benefit Plan, Pension Fund which is subject to the provisions
        of the Employee Retirement Income Security Act of 1974 or Endowment
        fund; see section 240.13d-1(b)(ii)(F)
(g)     Parent Holding Company, in accordance with section
        240.13d1(b)(ii)(G)(Note:  See Item 7)
(h)     Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4. Ownership

(a)     Amount Beneficially Owned:  65,585

(b)     Percent of Class:  7.29%

(c)     Number of Shares as to Which Such Person Has

        (i)   sole power to vote or to direct the vote:  N/A

        (ii)  shared power to vote or to direct the vote:  65,585

        (iii) sole power to dispose or to direct the disposition of: N/A

        (iv)  shared power to dispose or to direct the disposition of: 65,585

Item 5. Ownership of Five Percent or Less of a Class

   N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person

TAP & CO., Trustee for Employee Benefit Plan.  Receives the dividends and
Benefit Plan Committee directs the Trustee how to vote.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company

   N/A

Item 8. Identification and Classification of members of the Group

  (See Exhibit A Attached Hereto.)

Item 9. Notice of Dissolution of Group

   N/A

Item 10. Certification

By signing  below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.

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.


/s/                                                    January 28, 1997
TAP & CO.                                                   Date
BY: Rickey D. Harp

1)  Name of Reporting Person: KENTUCKY INVESTORS, INC.
     SS or IRS Identification No.:  61-6030333

2)  Check the Appropriate Box if a Member of a Group (See Instructions)
     a)   X
     b)

3)  SEC USE ONLY:

4)  Citizenship or Place of Organization:  KENTUCKY


Number of Shares          5)  Sole Voting Power:   663,142
Beneficially Owned
By Each Reporting
Person With               6)  Shared Voting Power:

                          7)  Sole Dispositive Power: 663,142

                          8)  Shared Dispositive Power:


9)  Aggregate Amount Beneficially Owned by Each Reporting Person
    (See Instructions):  663,142

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
    Instructions)

11) Percent of Class Represented by Amount in Row (9):  73.8%

12) Type of Reporting Person (See Instructions):  HC

Item 1.

(a)  Name of Issuer:  Investors Heritage Life Insurance Company


(b)  Address of Issuer's Principal Executive Offices: 200 Capital
     Avenue,Frankfort, Kentucky 40601

Item 2.

(a)  Name of Person Filing:  KENTUCKY INVESTORS, INC.

(b)  Address of Principal Business Office or, if none, Residence: 200
     Capital Avenue, Frankfort, Kentucky   40601

(c)  Citizenship:  Kentucky

(d)  Title of Class of Securities:  Common Stock $1 Par Value

(e)  CUSIP Number:  461560 10 4

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:  N/A

(a)       Broker or Dealer registered under Section 15 of the Act
(b)       Bank as defined in section 3(a)(6) of the Act
(c)       Insurance Company as defined in section 3(a)(19) of the act
(d)       Investment Company registered under section 8 of the Investment
          Company Act
(e)       Investment Adviser registered under section 203 of the Investment
          Advisers Act of 1940
(f)       Employee Benefit Plan, Pension Fund which is subject to the provisions
          of the Employee Retirement Income Security Act of 1974 or Endowment
          fund; see section 240.13d-1(b)(ii)(F)
(g)       Parent Holding Company, in accordance with section 240.13d
          1(b)(ii)(G)(Note:  See Item 7)
(h)       Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

(a)  Amount Beneficially Owned:  663,142

(b)  Percent of Class:  73.8%

(c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:  663,142

          (ii)  shared power to vote or to direct the vote:  N/A

          (iii) sole power to dispose or to direct the disposition of: 663,142

          (iv)  shared power to dispose or to direct the disposition of:  N/A

Item 5.  Ownership of Five Percent or Less of a Class

   N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

    N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company

   N/A

Item 8.  Identification and Classification of members of the Group

  (See Exhibit A Attached Hereto.)

Item 9.  Notice of Dissolution of Group

   N/A

Item 10.  Certification

By signing  below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.

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.

                                                       January 28, 1997
                                                       Date
 BY:  /s/
     Harry Lee Waterfield II
     Chairman of the Board, President


1)  Name of Reporting Person:    HARRY LEE WATERFIELD II
    SS or IRS Identification No.:    ###-##-####

2)  Check the Appropriate Box if a Member of a Group (See Instructions)
     a)   X
     b)

3)  SEC USE ONLY:

4)  Citizenship or Place of Organization:  KENTUCKY

Number of Shares              5)  Sole Voting Power:     1,788
Beneficially Owned
By Each Reporting
Person With                   6)  Shared Voting Power:   8,555

                              7)  Sole Dispositive Power:    1,788

                              8)  Shared Dispositive Power:   673,862

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
    (See Instructions):  675,650

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
    Instructions)

11) Percent of Class Represented by Amount in Row (9):  75.20%

12) Type of Reporting Person (See Instructions):  IN

Item 1.

(a)     Name of Issuer:  Investors Heritage Life Insurance Company

(b)     Address of Issuer's Principal Executive Offices:  200 Capital Avenue,
        Frankfort, Kentucky 40601

Item 2.

(a)     Name of Person Filing:     HARRY LEE WATERFIELD II

(b)     Address of Principal Business Office or, if none, Residence: 200
        Capital Avenue, Frankfort, Kentucky   40601

(c)     Citizenship:  Kentucky

(d)     Title of Class of Securities:  Common Stock $1 Par Value

(e)     CUSIP Number:  461560 10 4

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:  N/A

(a)       Broker or Dealer registered under Section 15 of the Act
(b)       Bank as defined in section 3(a)(6) of the Act
(c)       Insurance Company as defined in section 3(a)(19) of the act
(d)       Investment Company registered under section 8 of the Investment
          Company Act
(e)       Investment Adviser registered under section 203 of the Investment
          Advisers Act of 1940
(f)       Employee Benefit Plan, Pension Fund which is subject to the provisions
          of the Employee Retirement Income Security Act of 1974 or Endowment
          fund; see section 240.13d-1(b)(ii)(F)
(g)       Parent Holding Company, in accordance with section 240.13d
          1(b)(ii)(G)(Note:  See Item 7)
(h)       Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4. Ownership

(a)       Amount Beneficially Owned:  675,650

(b)       Percent of Class:  75.20%

(c)       Number of Shares as to Which Such Person Has

       (i)   sole power to vote or to direct the vote:    1,788

       (ii)  shared power to vote or to direct the vote:   8,555

       (iii) sole power to dispose or to direct the disposition of:    1,788

       (iv)  shared power to dispose or to direct the disposition of:  673,862

Item 5.  Ownership of Five Percent or Less of a Class

   N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

    N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company

   N/A

Item 8.  Identification and Classification of members of the Group
   (See Exhibit A Attached Hereto.)

Item 9.  Notice of Dissolution of Group

   N/A

Item 10.  Certification

By signing  below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.

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.

                                                       January 28, 1997
                                                            Date
/s/
Harry Lee Waterfield II


1)  Name of Reporting Person:    HLW CORPORATION

    SS or IRS Identification No.:     61-0593515

2)  Check the Appropriate Box if a Member of a Group (See Instructions)
     a)   X
     b)
     
3)  SEC USE ONLY:

4)  Citizenship or Place of Organization:  KENTUCKY


Number of Shares              5)  Sole Voting Power:    642
Beneficially Owned
By Each Reporting
Person With                   6)  Shared Voting Power:  673,210

                              7)  Sole Dispositive Power:   642

                              8)  Shared Dispositive Power:   673,210


9)  Aggregate Amount Beneficially Owned by Each Reporting Person
    (See Instructions):   673,852

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
    Instructions)

11) Percent of Class Represented by Amount in Row (9):  75%

12) Type of Reporting Person (See Instructions):    CO


Item 1.

(a)  Name of Issuer:  Investors Heritage Life Insurance Company

(b)  Address of Issuer's Principal Executive Offices:  200 Capital
     Avenue,Frankfort, Kentucky 40601

Item 2.

(a)     Name of Person Filing:     HLW CORPORATION

(b)     Address of Principal Business Office or, if none, Residence: 200
        Capital Avenue, Frankfort, Kentucky   40601

(c)     Citizenship:  Kentucky

(d)     Title of Class of Securities:  Common Stock $1 Par Value

(e)     CUSIP Number:  461560 10 4

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:  N/A

(a)       Broker or Dealer registered under Section 15 of the Act
(b)       Bank as defined in section 3(a)(6) of the Act
(c)       Insurance Company as defined in section 3(a)(19) of the Act
(d)       Investment Company registered under section 8 of the Investment
          Company Act
(e)       Investment Adviser registered under section 203 of the Investment
          Advisers Act of 1940
(f)       Employee Benefit Plan, Pension Fund which is subject to the provisions
          of the Employee Retirement Income Security Act of 1974 or Endowment
          fund; see section 240.13d-1(b)(ii)(F)
(g)       Parent Holding Company, in accordance with section 240.13d-
          1(b)(ii)(G)(Note:  See Item 7)
(h)       Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership
(a)      Amount Beneficially Owned:   673,852

(b)      Percent of Class:   75%

(c)      Number of Shares as to Which Such Person Has

        (i)   sole power to vote or to direct the vote:   642

        (ii)  shared power to vote or to direct the vote: 673,210

        (iii) sole power to dispose or to direct the disposition of:   642

        (iv)  shared power to dispose or to direct the disposition of: 673,210

Item 5.  Ownership of Five Percent or Less of a Class

   N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

    N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company

   N/A

Item 8.  Identification and Classification of members of the Group

   (See Exhibit A Attached Hereto.)

Item 9.  Notice of Dissolution of Group

   N/A

Item 10.  Certification

By signing  below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.

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.

HLW CORPORATION                                        January 28, 1997
                                                            Date
BY:  /s/
      Harry Lee Waterfield II, Chairman


1)  Name of Reporting Person:    HLW INVESTMENT CORPORATION

    SS or IRS Identification No.:     61-1014584

2)  Check the Appropriate Box if a Member of a Group (See Instructions)
     a)   X
     b)

3)  SEC USE ONLY:

4)  Citizenship or Place of Organization:  KENTUCKY

Number of Shares              5)  Sole Voting Power:   7,900
Beneficially Owned
By Each Reporting
Person With                   6)  Shared Voting Power:   665,952

                              7)  Sole Dispositive Power:   7,900

                              8)  Shared Dispositive Power:   665,952

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
    (See Instructions):   673,852

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
    Instructions)

11) Percent of Class Represented by Amount in Row (9):   75%

12) Type of Reporting Person (See Instructions):   CO


Item 1.

(a)     Name of Issuer:  Investors Heritage Life Insurance Company

(b)     Address of Issuer's Principal Executive Offices:  200 Capital Avenue,
        Frankfort, Kentucky 40601

Item 2.

(a)     Name of Person Filing:     HLW INVESTMENT CORPORATION

(b)     Address of Principal Business Office or, if none, Residence: 200
        Capital Avenue, Frankfort, Kentucky   40601

(c)     Citizenship:  Kentucky

(d)     Title of Class of Securities:  Common Stock $1 Par Value

(e)     CUSIP Number:  461560 10 4

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:  N/A

(a)       Broker or Dealer registered under Section 15 of the Act
(b)       Bank as defined in section 3(a)(6) of the Act
(c)       Insurance Company as defined in section 3(a)(19) of the Act
(d)       Investment Company registered under section 8 of the Investment
          Company Act
(e)       Investment Adviser registered under section 203 of the Investment
          Advisers Act of 1940
(f)       Employee Benefit Plan, Pension Fund which is subject to the provisions
          of the Employee Retirement Income Security Act of 1974 or Endowment
          fund; see section 240.13d-1(b)(ii)(F)
(g)       Parent Holding Company, in accordance with section 240.13d
          1(b)(ii)(G)(Note:  See Item 7)
(h)       Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

(a)       Amount Beneficially Owned:   673,852

(b)       Percent of Class:   75%

(c)       Number of Shares as to Which Such Person Has

        (i)   sole power to vote or to direct the vote:   7,900

        (ii)  shared power to vote or to direct the vote: 665,952

        (iii) sole power to dispose or to direct the disposition of: 7,900

        (iv)  shared power to dispose or to direct the disposition of: 665,952

Item 5.  Ownership of Five Percent or Less of a Class

   N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

    N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company

   N/A

Item 8.  Identification and Classification of members of the Group

   (See Exhibit A Attached Hereto.)

Item 9.  Notice of Dissolution of Group

   N/A

Item 10.  Certification
By signing  below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.

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.

HLW INVESTMENT CORPORATION                             January 28, 1997
                                                            Date
BY:  /s/
    Harry Lee Waterfield II, Chairman

1)  Name of Reporting Person: INVESTORS HERITAGE PRINTING, INC.

    SS or IRS Identification No.:    61-1134624

2)  Check the Appropriate Box if a Member of a Group (See Instructions)
     a)   X
     b)

3)  SEC USE ONLY:

4)  Citizenship or Place of Organization:  KENTUCKY


Number of Shares              5)  Sole Voting Power:    2,165
Beneficially Owned
By Each Reporting
Person With                   6)  Shared Voting Power:    671,687

                              7)  Sole Dispositive Power:    2,165

                              8)  Shared Dispositive Power:   671,687

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
    (See Instructions):  673,852

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
    Instructions)

11) Percent of Class Represented by Amount in Row (9):   75%

12) Type of Reporting Person (See Instructions):  CO

Item 1.

(a)     Name of Issuer:  Investors Heritage Life Insurance company

(b)     Address of Issuer's Principal Executive Offices:  200 Capital Avenue,
        Frankfort, Kentucky 40601

Item 2.

(a)     Name of Person Filing:     INVESTORS HERITAGE PRINTING, INC.

(b)     Address of Principal Business Office or, if none, Residence: 200
        Capital Avenue, Frankfort, Kentucky   40601

(c)     Citizenship:  Kentucky

(d)     Title of Class of Securities:  Common Stock $1 Par Value
(e)     CUSIP Number:  461560 10 4

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:  N/A

(a)       Broker or Dealer registered under Section 15 of the Act
(b)       Bank as defined in section 3(a)(6) of the Act
(c)       Insurance Company as defined in section 3(a)(19) of the Act
(d)       Investment Company registered under section 8 of the Investment
          Company Act
(e)       Investment Adviser registered under section 203 of the Investment
          Advisers Act of 1940
(f)       Employee Benefit Plan, Pension Fund which is subject to the provisions
          of the Employee Retirement Income Security Act of 1974 or Endowment
          fund; see section 240.13d-1(b)(ii)(F)
(g)       Parent Holding Company, in accordance with section 240.13d
          1(b)(ii)(G)(Note:  See Item 7)
(h)       Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

(a)       Amount Beneficially Owned:   673,852

(b)       Percent of Class:    75%

(c)       Number of Shares as to Which Such Person Has

        (i)   sole power to vote or to direct the vote:   2,165

        (ii)  shared power to vote or to direct the vote: 671,687

        (iii) sole power to dispose or to direct the disposition of:  2,165
          
        (iv)  shared power to dispose or to direct the disposition of: 671,687

Item 5.  Ownership of Five Percent or Less of a Class

   N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

   N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company

   N/A

Item 8.  Identification and Classification of members of the Group

   (See Exhibit A Attached Hereto.)

Item 9.  Notice of Dissolution of Group

   N/A

Item 10.  Certification

By signing  below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
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.

INVESTORS HERITAGE PRINTING, INC.                      January 28, 1997
                                                            Date
BY:  /s/
   Harry Lee Waterfield II, Chairman


EXHIBIT A

Members of the Group:

1.  TAP & CO.

2.  Kentucky Investors, Inc.

3.  Harry Lee Waterfield II

4.  HLW Corporation

5.  HLW Investment Corporation

6.  Investors Heritage Printing, Inc.




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