SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ARM Financial Group, Inc.
- ------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------
(Title of Class of Securities)
001944107
- ------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid
with this statement. [ ]
1. Name of Reporting
Person(s) CoreStates Financial Corp
SSN or IRS Identification
No (s) of Above Person(s) 23-1899716
2. Check the Appropriate Box
If a Member of a Group
(See Instructions) [ X ]
3. SEC Use Only
4. Citizenship or Place of
Organization Pennsylvania
Number of Shares Beneficially
Owned by Each Reporting Person with
5. Sole Voting Power 2,200
6. Shared Voting Power 4,500
7. Sole Dispositive Power -0-
8. Shared Dispositive Power -0-
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,700
10. Check if the Aggregate Amount
in Row 9 Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by
Amount in Row 9 27.9167%
12. Type of Reporting Person(s)
(See Instructions) HC-BK
Item 1.
(a) Name of Issuer Arm Financial Group, Inc.
(b) Address of Issuer's Principal Executive Offices
515 W. Market Street
Louisville, KY 40202
Item 2.
(a) Name of Person Filing: CoreStates Financial Corp.
(b) Address of Principal Business Office or, if none,
Residence
Broad & Chestnut Streets
Philadelphia
(c) Citizenship Pennsylvania
(d) Title of Class of Securities
(e) CUSIP Number 775371107
Item 3. If this Statement is filed pursuant to
Rules 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) [ ] Employee Benefit Plan, Pension Fund,
which is subject to the provisions of
the Employee Retirement Income Securities
Act of 1974, or Endowment Fund.
(g) [X] Parent Holding Company, in accordance
with Section 240.13-1(b) (1) (ii) (H).
(h) [ ] Group, in accordance with Section
240.13d-1(b)(1) (ii) (H).
Item 4. Ownership
As of June 30, 1997, the reporting person
filing this statement through its wholly
owned subsidiary, CoreStates Bank,
N.A., beneficially owned the following
amounts and percentages of securities of
the above named issuer:
(a) Amount Beneficially Owned 6,700
(b) Percent of Class 27.9167%
(c) Number of Shares as to which such
person has the:
(i) sole power to vote or to
direct the vote 2,200
(ii) shared power to vote or
to direct the vote 4,500
(iii) sole power to dispose or
to direct the
disposition of -0-
(iv) shared power to dispose
or to direct the
disposition of -0-
Item 5. Ownership of Five Percent or
Less of a Class N/A
Item 6. Ownership of More then Five
Percent on Behalf of Another Person
CoreStates Bank, N.A.and Meridian Bank
hold the options reported above under
various trust and custodial arrangements.
Item 7. Identification and Classification of
the Subsidiary which Acquired the
Security Being Reported on By the
Parent Holding Company
CoreStates Bank, N.A., a bank
as defined in Section 3(a) (6) of
the Act.
Item 8. Identification and Classification
of Members of the Group N/A
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 effect of changing or influencing the
control of the issuer of participant in any
transaction have 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.
Date: August 05, 1997
Dennis Haynes, Compliance Manager - VP
