NATIONAL WESTERN LIFE INSURANCE CO
10-Q, 1997-11-14
LIFE INSURANCE
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                               UNITED STATES
                    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 September 30, 1997

 [    ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ___________ to ___________

                      Commission File Number: 2-17039


                  NATIONAL WESTERN LIFE INSURANCE COMPANY
          (Exact name of Registrant as specified in its charter)


     COLORADO                                84-0467208
(State of Incorporation)      (I.R.S. Employer Identification Number)


     850 EAST ANDERSON LANE 
     AUSTIN, TEXAS 78752-1602                     (512) 836-1010
Address of Principal Executive Offices)         (Telephone Number)


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 November 12, 1997, the number of shares of Registrant's common  stock
outstanding was:  Class A - 3,291,338 and Class B - 200,000.




          NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                                   INDEX
 
 
 
Part I.  Financial Information:                             Page

Item 1.  Financial Statements

Condensed Consolidated Balance Sheets -
September 30, 1997 (Unaudited) and December 31, 1996

Condensed Consolidated Statements of Earnings -
For the  Three  Months Ended  September  30, 1997  and  1996
(Unaudited)

Condensed Consolidated Statements of Earnings -
For  the Nine  Months  Ended  September 30,  1997  and  1996
(Unaudited)

Condensed Consolidated Statements of Stockholders' Equity -
For  the Nine  Months  Ended  September 30,  1997  and  1996
(Unaudited)      

Condensed Consolidated Statements of Cash Flows -
For  the Nine  Months  Ended  September 30,  1997  and  1996
(Unaudited)

Notes  to   Condensed  Consolidated   Financial   Statements
(Unaudited)

Item 2.  Management's Discussion and Analysis of 
Financial Condition and Results of Operations

Part II.  Other Information:

Item 1.  Legal Proceedings

Item 6.  Exhibits and Reports on Form 8-K

Signatures

Exhibit 11 - Computation of Earnings per Share -
For the  Three  Months Ended  September  30, 1997  and  1996
(Unaudited)

Exhibit 11 - Computation of Earnings per Share -
For  the Nine  Months  Ended  September 30,  1997  and  1996
(Unaudited)

                                                                           



                      PART I.  FINANCIAL INFORMATION

                       ITEM 1.  FINANCIAL STATEMENTS

         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                              (In Thousands)

<TABLE>
<CAPTION>


                                           (Unaudited)
                                          September 30,   December 31,

<S>                                         <C>           <C>
                                               1997          1996
          ASSETS                              

Cash and investments:
    Securities held to maturity,
    at amortized cost                       $ 1,878,334   1,873,561
    Securities available for sale,
    at fair value                               617,225     527,627
    Mortgage loans, net of
    allowance for possible
    losses ($4,640 and $5,988)                  182,312     193,311
    Policy loans                                136,117     142,077
    Other long-term investments                  26,787      22,997
    Cash and short-term investments               6,224      11,358

Total cash and investments                    2,846,999   2,770,931

Accrued investment income                        40,147      39,503
Deferred policy acquisition costs               290,480     295,666
Other assets                                     14,456      13,472
Assets of discontinued operations                   892       1,257

                                            $ 3,192,974   3,120,829


<FN>
Note:   The balance  sheet at December  31, 1996, has  been taken from  the
audited financial statements at that date.

See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>




         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                 (In Thousands Except Shares Outstanding)

<TABLE>
<CAPTION>


                                            (Unaudited)
                                           September 30,  December 31,
    LIABILITIES AND STOCKHOLDERS' EQUITY       1997           1996


<S>                                         <C>           <C>

LIABILITIES:

Future policy benefits:
    Traditional life and annuity products   $   170,364     172,565
    Universal life and investment
    annuity contracts                         2,567,190   2,529,307
Other policyholder liabilities                   25,549      24,403
Federal income taxes payable:
    Current                                       1,596        -   
    Deferred                                     11,685      11,910
Other liabilities                                31,430      28,527
Liabilities of discontinued operations              892       1,257

Total liabilities                             2,808,706   2,767,969

COMMITMENTS AND CONTINGENCIES (Note 3)

STOCKHOLDERS' EQUITY:

Common stock:

    Class A - $1 par value; 7,500,000
    shares authorized; 3,291,338
    shares issued and outstanding
    in 1997 and 1996                              3,291       3,291
    Class B - $1 par value; 200,000
    shares authorized, issued,
    and outstanding in 1997 and 1996                200         200
Additional paid-in capital                       24,647      24,647
Net unrealized gains 
on investment securities                         11,915       9,853
Foreign currency translation adjustment           2,267        -   
Retained earnings                               341,948     314,869


Total stockholders' equity                      384,268     352,860

                                            $ 3,192,974   3,120,829


<FN>
Note:   The balance  sheet at December  31, 1996, has  been taken from  the
audited financial statements at that date.

See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>




         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
          For the Three Months Ended September 30, 1997 and 1996
                                (Unaudited)
                  (In Thousands Except Per Share Amounts)


<TABLE>
<CAPTION>


                                                1997         1996

<S>                                         <C>              <C>

Premiums and other revenue:
    Life and annuity premiums               $     3,411       3,206
    Universal life and investment
    annuity contract revenues                    19,303      19,155
    Net investment income                        52,908      54,778
    Other income                                     64          32
    Realized gains (losses) on investments          408       (446)

Total premiums and other revenue                 76,094      76,725

Benefits and expenses:
    Life and other policy benefits                9,362       8,902
    Decrease in liabilities for
    future policy benefits                         (96)     (1,009)
    Amortization of deferred
    policy acquisition costs                      9,785       5,945
    Universal life and investment
    annuity contract interest                    36,116      37,568
    Other insurance operating expenses            6,378       5,997


Total benefits and expenses                      61,545      57,403

Earnings before Federal income taxes             14,549      19,322

Provision (benefit) for Federal
income taxes:
    Current                                       6,741       6,178
    Deferred                                    (1,721)         584

Total Federal income taxes                        5,020       6,762

Net earnings                                $     9,529      12,560


Earnings per share of common stock:
    Net earnings                            $      2.73        3.59




<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>




         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
           For the Nine Months Ended September 30, 1997 and 1996
                                (Unaudited)
                  (In Thousands Except Per Share Amounts)


<TABLE>
<CAPTION>

                                                1997          1996

<S>                                         <C>             <C>

Premiums and other revenue:
    Life and annuity premiums               $    11,682      11,799
    Universal life and investment
    annuity contract revenues                    59,984      57,998
    Net investment income                       160,419     159,461
    Other income                                    220       1,171
    Realized gains(losses)on investments        (2,371)       1,275

Total premiums and other revenue                229,934     231,704

Benefits and expenses:
    Life and other policy benefits               29,371      26,393
    Decrease in liabilities for 
    future policy benefits                      (2,096)     (1,924)
    Amortization of deferred
    policy acquisition costs                     30,670      21,733
    Universal life and investment
    annuity contract interest                   110,180     115,522
    Other insurance operating expenses           19,750      18,989


Total benefits and expenses                     187,875     180,713

Earnings from continuing operations
before Federal income taxes                      42,059      50,991

Provision (benefit) for Federal income
taxes:
    Current                                      16,536      18,085
    Deferred                                    (2,556)       (238)

Total Federal income taxes                       13,980      17,847

Earnings from continuing operations              28,079      33,144

Losses from discontinued operations             (1,000)         -   

Net earnings                                $    27,079      33,144


Earnings (losses) per share
of common stock:
    Earnings from continuing operations     $      8.05        9.49
    Losses from discontinued operations          (0.29)         -   

Net earnings                                $      7.76        9.49



<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>



         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
           For the Nine Months Ended September 30, 1997 and 1996
                                (Unaudited)
                              (In Thousands)


<TABLE>
<CAPTION>

                                                1997          1996

<S>                                         <C>             <C>

Common stock shares outstanding:
    Shares outstanding at beginning
    of year and end of period                     3,491       3,491


Common stock:
    Balance at beginning of year
    and end of period                       $     3,491       3,491

Additional paid-in capital:
    Balance at beginning of year
    and end of period                            24,647      24,647

Net unrealized gains (losses)
on investment securities,
net of effects of deferred policy
acquisition costs and taxes:
    Balance at beginning of year                  9,853      15,195
    Change in unrealized gains 
    (losses) during period                        2,848     (7,856)
    Amortization of net unrealized
    gains related to transfers of
    securities available for sale
    to securities held to maturity                (786)       (875)

Balance at end of period                         11,915       6,464

Foreign currency translation adjustment, net
of taxes:
    Balance at beginning of year                    -           -   
    Change in translation adjustment
    during period                                 2,267         -   

Balance at end of period                          2,267         -   

Retained earnings:
    Balance at beginning of year                314,869     268,654
    Net earnings                                 27,079      33,144

Balance at end of  period                       341,948     301,798

Total stockholders' equity                  $   384,268     336,400


<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>





         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the Nine Months Ended September 30, 1997 and 1996
                                (Unaudited)
                              (In Thousands)


<TABLE>
<CAPTION>

                                                1997        1996


<S>                                         <C>           <C>

Cash flows from operating activities:
    Net earnings                            $    27,079      33,144
    Adjustments to reconcile net
    earnings to net cash
    from operating activities:
    Universal life and investment 
    annuity contract interest                   110,180     115,522
    Surrender charges and other
    policy revenues                            (31,716)    (30,924)
    Realized (gains) losses on investments        2,371     (1,275)
    Accrual and amortization of
    investment income                           (3,846)     (5,370)
    Depreciation and amortization                   746         525
    Decrease (increase) in insurance
    receivables and other assets                    395     (1,210)
    Increase in accrued investment income         (644)       (851)
    Decrease (increase) in deferred
    policy acquisition costs                      2,391     (8,526)
    Decrease in liability for future
    policy benefits                             (2,096)     (1,924)
    Increase (decrease) in other
    policyholder liabilities                      1,146     (1,836)
    Increase in Federal income
    taxes payable                                   976      11,569
    Increase in other liabilities                 2,903       6,581
   
Net cash provided by operating activities       109,885     115,425
   
Cash flows from investing activities:
    Proceeds from sales of:
       Securities held to maturity                1,993         -   
       Securities available for sale             48,170      31,060
       Other investments                          1,615       1,608
    Proceeds from maturities
    and redemptions of:
       Securities held to maturity               81,177      53,288
       Securities available for sale             29,389      23,375
    Purchases of:
       Securities held to maturity             (78,914)   (220,276)
       Securities available for sale          (167,569)    (10,514)
       Other investments                        (3,822)     (2,724)
    Principal payments on mortgage loans         27,137      19,535
    Cost of mortgage loans acquired            (19,395)    (14,622)
    Decrease in policy loans                      5,960       2,589
    Decrease in assets of 
    discontinued operations                         365       4,761
    Decrease in liabilities of
    discontinued operations                       (365)     (4,761)
    Other                                         (179)       (207)
   
Net cash used in investing activities          (74,438)   (116,888)


<FN>                                                                           
(Continued on next page)                      
</FN>
</TABLE>



         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
           For the Nine Months Ended September 30, 1997 and 1996
                                (Unaudited)
                              (In Thousands)

<TABLE>
<CAPTION>


                                                1997          1996

<S>                                         <C>           <C>

Cash flows from financing activities:
    Deposits to account balances
    for universal life
    and investment annuity contracts        $   196,328     227,077
    Return of account balances
    on universal life
    and investment annuity contracts          (236,909)   (217,236)
Net cash provided by (used in
financing activities                           (40,581)       9,841

Net increase (decrease) in cash
and short-term investments                      (5,134)       8,378
Cash and short-term investments
at beginning of year                             11,358      10,024


Cash and short-term investments
at end of period                            $     6,224      18,402



<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>





         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)


(1)  BASIS OF PRESENTATION

The accompanying condensed  consolidated financial  statements include  the
accounts of National Western Life Insurance Company  and its   wholly owned
subsidiaries  (the  Company),   The  Westcap  Corporation  (Westcap),   NWL
Investments,  Inc., NWL  Properties,  Inc., NWL  806  Main, Inc.,  and  NWL
Services, Inc.  The Westcap Corporation ceased brokerage operations  during
1995 and filed for reorganization  under Chapter 11 of the U.S.  Bankruptcy
Code in  1996.   As  a  result, The  Westcap  Corporation is  reflected  as
discontinued operations  in  the accompanying  financial statements.    NWL
Services, Inc.  is a  newly incorporated  subsidiary formed  in June,  1997
primarily   for   investment   related   activities.      All   significant
intercorporate   transactions  and   accounts  have   been  eliminated   in
consolidation.  

In the  opinion of   the Company,  the accompanying consolidated  financial
statements  contain  all  adjustments  necessary  to  present  fairly   the
financial position of the Company as of September 30, 1997, and the results
of its operations for the three months and nine months ended September  30,
1997 and  1996 and its cash flows  for the nine months ended September  30,
1997 and  1996.  The results of operations  for the three  months and  nine
months ended September 30, 1997 and 1996  are not necessarily indicative of
the results to be expected  for the full year.  


(2)  DIVIDENDS

The Company paid no cash dividends  on common stock during the nine  months
ended September 30, 1997 and 1996.


(3)  DISCONTINUED BROKERAGE OPERATIONS

As previously reported, National Western Life Insurance Company's brokerage
subsidiary,  The  Westcap  Corporation,  is  currently  in   reorganization
bankruptcy.  As a result of brokerage losses and the resulting  bankruptcy,
National Western's  investment in Westcap was completely written off during
1995.  However, a $1,000,000 cash infusion was made to Westcap on March 18,
1997,  for operational  expenses  incurred  during its  bankruptcy.    This
contribution was  reflected as a loss  from discontinued operations in  the
first quarter of 1997.    No losses from discontinued brokerage  operations
were recorded in 1996.

On  September  29,  1997, the  United  States  Bankruptcy  Court,  Southern
District of Texas, Houston, Texas, entered an order approving claims in the
amount of $56,173,000 against The Westcap Corporation and its wholly  owned
subsidiary Westcap Enterprises, Inc.  The claims were filed by the Board of
Trustees of Community  College District No. 508,  County of Cook, State  of
Illinois.   The  Westcap Corporation  and  Westcap Enterprises,  Inc.  have
appealed  this order.   While  The Westcap  Corporation is  a wholly  owned
brokerage subsidiary of National  Western Life Insurance Company,  National
Western is  not a party to the order or the bankruptcy proceeding, and  the
order of the Bankruptcy Court does not have any direct effect upon National
Western. 

Also as previously reported, National Western has agreed to participate  in
the  Westcap plan of  reorganization by the  contribution of $5,000,000  of
cash and $5,000,000 of income producing real estate properties in  exchange
for a  complete settlement  and release of  any claims  by Westcap  against
National  Western and  a  continuing  equity interest  in  the  reorganized
entity.   This reorganization plan  is pending and  subject to approval  by
Westcap's creditors and  the Bankruptcy Court.   The Creditors'  Committee,
the debtor  Westcap,  and National  Western  continue to  discuss  possible
settlement of all  claims by  the creditors of  Westcap and  the claims  by
Westcap against National Western.  No  prediction can be made at this  time
as to the outcome of such settlement discussions.

Any additional losses from discontinued operations will depend primarily on
results of Westcap bankruptcy proceedings and settlement discussions.   Any
future settlements  of the  Company with Westcap  would be  reduced by  the
$1,000,000 contribution described above.

(4)   STOCK AND INCENTIVE PLAN

On April  11, 1997,  the Board  of Directors  approved the  issuance of  an
additional 21,900 non-qualified  stock options to selected officers of  the
Company.    The  options  were granted  under  the  National  Western  Life
Insurance Company 1995 Stock and Incentive Plan (Plan).

The stock options begin  to vest following three  full years of service  to
the Company  after date of grant,  with 20% of the  options to vest at  the
beginning  of the fourth year of service,  and with 20% thereof to vest  at
the  beginning of each  of the next  four years of  service.  The  exercise
price of  the stock options was set at the fair market value of the  common
stock on the date of grant.  Total outstanding stock options under the Plan
totaled 114,400 at September 30, 1997.



               ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 
INVESTMENTS IN DEBT AND EQUITY SECURITIES

Investment Philosophy

The Company's investment philosophy is to maintain a diversified  portfolio
of  investment grade  debt  and  equity securities  that  provide  adequate
liquidity to  meet policyholder  obligations  and other  cash needs.    The
prevailing  strategy  within   this  philosophy  is  the  intent  to   hold
investments in debt  securities to maturity.  However, the Company  closely
manages  its  portfolio,  which entails  monitoring  and  reacting  to  all
components which affect  changes in the price,  value, or credit rating  of
investments in debt and equity securities. 

Investments in  debt and equity securities  are classified and reported  as
either securities held to maturity  or securities available for sale.   The
Company does not maintain a portfolio of trading securities.  The reporting
category chosen for the Company's securities investments depends on various
factors including the type and  quality of the particular security and  how
it  will  be  incorporated  into  the  Company's  overall   asset/liability
management  strategy.  At  September 30, 1997,  approximately 24.2% of  the
Company's total  debt and  equity securities,  based on  fair values,  were
classified  as securities  available  for  sale.   These  holdings  provide
flexibility to the Company to react to market opportunities and  conditions
and to practice active management within the portfolio to provide  adequate
liquidity to meet policyholder obligations and other cash needs.  

Securities the Company  purchases with the intent  to hold to maturity  are
classified as securities held  to maturity. Because the Company has  strong
cash flows and matches  expected maturities of assets and liabilities,  the
Company has the  ability to hold  the securities, as  it would be  unlikely
that forced  sales of  securities would be  required prior  to maturity  to
cover payments of liabilities. As a result, securities held to maturity are
carried  at amortized  cost less  declines  in value  that are  other  than
temporary. However, certain  situations may change the Company's intent  to
hold a particular  security to  maturity, the most  notable of  which is  a
deterioration in the issuer's creditworthiness. Accordingly, a security may
be sold to avoid a further decline in realizable value when there  has been
a significant change in the credit risk of the issuer.

Securities that  are not  classified as held  to maturity  are reported  as
securities available for  sale. These securities may  be sold if market  or
other measurement  factors change  unexpectedly after  the securities  were
acquired. For example,  opportunities arise when factors change that  allow
the Company to improve the performance and credit quality of the investment
portfolio by replacing  an existing security  with an alternative  security
while still maintaining  an appropriate matching of expected maturities  of
assets and  liabilities.  Examples of  such  improvements are  as  follows:
improving  the  yield  earned on  invested  assets,  improving  the  credit
quality, changing the duration of the portfolio, and selling securities  in
advance of anticipated calls or other prepayments. Securities available for
sale are reported in the Company's financial statements at fair value.  Any
unrealized gains or losses resulting from changes in the fair value of  the
securities are reflected as a component of stockholders' equity.

As an integral part of  its investment philosophy, the Company performs  an
ongoing process of  monitoring the creditworthiness  of issuers within  the
investment portfolio.   Review procedures are also performed on  securities
that have had significant  declines in fair value. The Company's  objective
in these circumstances is to determine if the decline in fair value  is due
to changing  market expectations regarding  inflation and general  interest
rates  or  other  factors.   Additionally,  the  Company  closely  monitors
financial, economic, and interest rate conditions to manage prepayment  and
extension risks in its mortgage-backed securities portfolio.

The Company's  overall conservative investment  philosophy is reflected  in
the allocation of its investments  which is detailed below as of  September
30, 1997 and  December 31,  1996.  The Company emphasizes debt  securities,
with smaller holdings in mortgage loans and real estate.

<TABLE>
<CAPTION>
 
                                       Percent of Investments
                                    September 30,     December 31,
                                         1997             1996

<S>                                       <C>            <C>

Debt securities                            87.2%          86.0%
Mortgage loans                              6.4            7.0
Policy loans                                4.8            5.1
Real estate                                 0.6            0.6
Equity securities                           0.5            0.6
Other                                       0.5            0.7

Totals                                    100.0%         100.0%

</TABLE>


Portfolio Analysis
 
The  Company  maintains  a  diversified  debt  securities  portfolio  which
consists of various  types of fixed  income securities including  primarily
U.S.  government,   public   utilities,  corporate,   and   mortgage-backed
securities. Investments  in  mortgage-backed securities  include  primarily
collateralized mortgage  obligations  (CMOs), but  also include  some  U.S.
government and private issue mortgage-backed pass-through securities. 

At  September 30,  1997,  the Company's  debt  and equity  securities  were
classified as follows:


<TABLE>
<CAPTION>

                                                               Gross
                                     Fair     Amortized     Unrealized
                                     Value       Cost          Gains
                                             (In thousands)

<S>                              <C>           <C>             <C>

Securities held to maturity:
    Debt securities              $ 1,934,324   1,878,334       55,990
Securities available for sale:    
    Debt securities                  604,017     578,092       25,925
    Equity securities                 13,208      10,111        3,097

Totals                           $ 2,551,549   2,466,537       85,012

</TABLE>


As detailed above, debt securities classified as held to maturity  comprise
the majority of the Company's securities portfolio, while equity securities
continue to be a small component of the portfolio.  Gross unrealized  gains
totaling $85,012,000 on the securities portfolio at September 30, 1997, are
a reflection of market interest rates at quarter-end.  The fair values,  or
market values, of fixed income debt securities correlate to external market
interest rate conditions.  Because  the interest rates are fixed on  almost
all of the Company's debt securities, market values typically increase when
market  interest rates  decline, and  decrease when  market interest  rates
rise.  An  analysis of gross unrealized  gains on the Company's  securities
portfolio for the quarter ended September 30, 1997 is detailed below:


<TABLE>
<CAPTION>

                                                                 Change in
                                    Gross Unrealized Gains       Unrealized
                                      At              At        Gains During
                                   September 30,    June 30,     3rd Quarter
                                      1997            1997           1997
                                                  (In thousands)

<S>                              <C>                 <C>           <C>

Securities held to maturity:
    Debt securities              $    55,990         19,027        36,963
Securities available for sale:
    Debt securities                   25,925         16,319         9,606
    Equity securities                  3,097          2,892           205

Totals                           $    85,012         38,238        46,774


</TABLE>


Market interest rates of the ten year U.S. Treasury bond were approximately
40 basis  points lower at September  30, 1997, than at  June 30, 1997.   As
reflected  in  the table  above,  such changes  in  interest rates  have  a
significant impact on the  market values of the Company's debt  securities,
as  the Company's  securities  portfolio increased  in  value by  over  $46
million in the third quarter.  The Company would expect similar results  in
the future  from any  significant  upward or  downward movement  in  market
rates.  However, because the majority of the Company's debt securities  are
classified as held to maturity,  which are recorded at amortized cost,  the
changes  in market values  have relatively small  effects on the  Company's
financial statements.  Also, the Company has the intent and ability to hold
these  securities  to maturity,  and  it is  unlikely  that sales  of  such
securities would be required which would realize market gains or losses.

An important aspect of the Company's investment philosophy is managing  the
cash flow  stability of  the  portfolio.   Because expected  maturities  of
securities may  differ  from  contractual maturities  due  to  prepayments,
extensions, and calls, the Company takes steps to manage and minimize  such
risks.    The Company  continues  to  invest primarily  in  corporate  debt
securities, most of  which are non-callable, which helps reduce  prepayment
and  call risks.   At  September  30, 1997,  corporate and  public  utility
securities represented about 63% of the entire debt securities portfolio.

While mortgage-backed securities  are still an  important component of  the
Company's debt securities portfolio, holdings of these securities have been
reduced significantly  over the  past several years.   This  change in  the
portfolio mix has provided even  more stability in the Company's cash  flow
management.  Although holdings of mortgage-backed securities are subject to
prepayment  and extension  risks,  both of  these  risks are  addressed  by
specific  portfolio  management  strategies.    The  Company  substantially
reduces both prepayment and  extension risks of mortgage-backed  securities
by investing  primarily in collateralized  mortgage obligations which  have
more predictable cash flow  patterns than pass-through  securities.   These
securities,  known  as planned  amortization  class  I (PAC  I)  CMOs,  are
designed to amortize in a more predictable manner than other CMO classes or
pass-throughs.   Using  this strategy,  the  Company can  more  effectively
manage  and reduce  prepayment  and  extension risks,  thereby  helping  to
maintain the appropriate matching of the Company's assets and liabilities.

As  of  September  30, 1997,  CMOs  represent  over 90%  of  the  Company's
mortgage-backed securities, and PAC I CMOs account for approximately 90% of
this CMO portfolio.   The CMOs that the  Company purchases are modeled  and
subjected to detailed, comprehensive  analysis by the Company's  investment
staff before any investment decision is made.  The overall structure of the
entire  CMO is  evaluated,  and an  average  life sensitivity  analysis  is
performed on  the individual tranche  being considered  for purchase  under
increasing and decreasing interest rate scenarios.  This analysis  provides
information used in selecting securities that fit appropriately within  the
Company's investment philosophy and asset/liability management  parameters.
The Company's investment mix  between mortgage-backed securities and  other
fixed income securities  helps effectively  balance prepayment,  extension,
and credit risks.

In addition to managing prepayment, extension, and call risks, the  Company
closely manages the credit  quality of its investments in debt  securities.
The Company continues  to follow its conservative investment philosophy  by
minimizing its holdings of below investment grade debt securities, as these
securities generally have greater default risk than higher rated  corporate
debt.   These issuers  usually are more  sensitive to  adverse industry  or
economic conditions than are investment grade issuers. The Company's  small
holdings of below  investment grade debt  securities are summarized  below.
The increase in below investment grade debt securities from 1995 is due  to
investment grade  issuers that were  downgraded to  below investment  grade
status.


<TABLE>
<CAPTION>

                                          Below Investment 
                                        Grade Debt Securities
                                                            % of
                                   Carrying     Market   Invested  
                                     Value      Value      Assets
                                            (In thousands)


<S>                              <C>              <C>          <C>

September 30, 1997               $    37,793      38,759       1.3%

December 31, 1996                $    38,696      38,784       1.4%

December 31, 1995                $    14,244      14,567       0.5%


</TABLE>


The Company's strong credit  risk management and commitment to quality  has
resulted  in minimal defaults  in the debt  securities portfolio in  recent
years.  In  fact, at September 30, 1997, no securities were in default  and
on non-accrual status.


MORTGAGE LOANS AND REAL ESTATE

Investment Philosophy

In general,  the Company  seeks  loans on  high quality,  income  producing
properties such  as shopping  centers, freestanding  retail stores,  office
buildings, industrial and sales  or service facilities, selected  apartment
buildings, motels, and health care facilities.  The location of these loans
is typically  in growth  areas that offer  a potential  for property  value
appreciation.  These growth areas are found primarily in major metropolitan
areas, but occasionally in selected smaller communities. 

The Company seeks to minimize the  credit and default risk in its  mortgage
loan portfolio through  strict underwriting guidelines and  diversification
of underlying  property types and  geographic locations.    In addition  to
being secured by the property, mortgage loans with leases on the underlying
property are  often guaranteed  by the lessee,  in which  case the  Company
approves the  loan  based on  the  credit strength  of  the lessee.    This
approach has resulted in higher quality mortgage loans with fewer defaults.

The Company's  direct investments  in  real estate  are not  a  significant
portion of its total investment portfolio, and the majority of real  estate
owned was acquired through mortgage loan foreclosures. However, the Company
also  participates  in  several real  estate  joint  ventures  and  limited
partnerships.   The  joint ventures  and partnerships  invest primarily  in
income-producing retail properties.  While not a significant portion of the
Company's  investment portfolio,  the investments  have produced  favorable
returns to date.  

Portfolio Analysis

The Company held  net investments in  mortgage loans totaling  $182,312,000
and $193,311,000, or 6.4% and  7.0% of total invested assets, at  September
30, 1997, and  December 31, 1996, respectively.  The loans are real  estate
mortgages, substantially all of which are related to commercial  properties
and developments and have fixed interest rates.

The diversification of the mortgage loan portfolio by geographic regions of
the United  States and  by property  type  as of  September 30,  1997,  and
December 31, 1996, was as follows:

<TABLE>
<CAPTION>


                                    September 30,     December 31,
                                         1997             1996

<S>                                       <C>            <C>

West South Central                         51.9%          51.4%
Mountain                                   12.9           15.0
South Atlantic                             12.4            8.7
Pacific                                     8.6           11.2
Other                                      14.2           13.7

Totals                                    100.0%         100.0%

</TABLE>



<TABLE>
<CAPTION>

                                     September 30,     December 31,
                                         1997             1996

<S>                                       <C>            <C>

Retail                                     68.4%          64.4%
Office                                     12.9           18.9
Hotel/Motel                                 7.9            7.8
Apartment                                   4.1            3.9
Other                                       6.7            5.0

Totals                                    100.0%         100.0%

</TABLE>

                                                            

As of  September 30, 1997,  the allowance for  possible losses on  mortgage
loans was  $4,640,000.   No additions  were made  to the  allowance in  the
quarter ended September 30,  1997, as management believes that the  current
balance is adequate.  However, while management uses available  information
to  recognize losses, future  additions to the  allowance may be  necessary
based  on changes in  economic conditions, particularly  in the West  South
Central region which includes Texas, Louisiana, Oklahoma, and Arkansas,  as
this area  contains the highest  concentrations of  the Company's  mortgage
loans. 

The Company currently  places all loans  past due three  months or more  on
non-accrual status and no interest income is recognized during this period.
Also, the  Company will at times  restructure mortgage loans under  certain
conditions which may involve  changes in interest rates, payment terms,  or
other modifications.   For the  three months ended  September 30, 1997  and
1996, the reductions in interest income due to non-accrual and restructured
mortgage loans were not significant.

The Company  owns real  estate that  was acquired  through foreclosure  and
through  direct   investment   totaling   approximately   $16,343,000   and
$15,209,000 at  September 30, 1997,  and December  31, 1996,  respectively.
This small concentration of properties represents less than one percent  of
the  Company's entire  investment  portfolio.   The  real  estate  holdings
consist primarily of income-producing  properties which are being  operated
by the Company.  The Company recognized operating gains on these properties
of approximately $124,000 and $114,000 for the three months ended September
30, 1997, and 1996.  The Company does not anticipate significant changes in
these operating results in the near future.

The Company monitors the  conditions and market values of these  properties
on a regular basis.  No significant realized losses were recognized due  to
declines in values of properties  for the three months ended September  30,
1997  and  1996, respectively.    The  Company makes  repairs  and  capital
improvements  to keep the  properties in good  condition and will  continue
this maintenance as needed.  


RESULTS OF OPERATIONS

Summary of Consolidated Operations

A summary of operating results for  the three months and nine months  ended
September 30, 1997 and 1996 is provided below:

<TABLE>
<CAPTION>


                          Three Months Ended     Nine Months Ended
                            September 30,          September 30,
                           1997        1996       1997        1996
                            (In thousands except per share data)

<S>                    <C>              <C>       <C>         <C>

Revenues:
Insurance revenues
excluding
realized gains
(losses) on
investments            $    75,686      77,171    232,305     230,429
Realized gains
(losses)
on investments                 408       (446)    (2,371)       1,275

Total revenues         $    76,094      76,725    229,934     231,704

Earnings:
Earnings from
insurance operations   $     9,264      12,850     29,620      32,315
Losses from
discontinued
brokerage operations           -          -       (1,000)        -   
Net realized 
gains (losses)
on investments                 265       (290)    (1,541)         829

Net earnings           $     9,529      12,560     27,079      33,144

Earings Per Share:
Earnings from
insurance operations   $      2.66        3.68       8.49        9.26
Losses from
discontinued
brokerage operations           -          -        (0.29)        -   
Net realized gains
(losses) 
on investments                0.07      (0.09)     (0.44)        0.23

Net earnings           $      2.73        3.59       7.76        9.49


</TABLE>



Significant changes and  fluctuations in income  and expense items  between
the three months ended September 30, 1997 and 1996 are described in  detail
for insurance operations as follows:

Insurance Operations

Insurance Operations Net Earnings:  Earnings from insurance operations  for
the  quarter  ended  September  30,  1997,  were  $9,264,000  compared   to
$12,850,000 for  the third quarter  of 1996.   Third quarter 1997  earnings
would have been comparable to 1996 earnings except for non-recurring  gains
in 1996  and other  fluctuations described as  follows: (1) Net  investment
income for 1996 was significantly higher than other quarters as it included
non-recurring gains  totaling $1.5 million, net  of taxes, from several  of
the  Company's  investments  in  real  estate  joint  ventures.    (2)  Net
investment income for the third quarter of 1997 was lower due to  yield and
amortization adjustments on  mortgage-backed securities totaling  $900,000,
net  of taxes.   (3)  Life insurance  benefit claims,  which can  fluctuate
significantly from quarter to quarter, were $1,085,000 higher in 1997,  net
of taxes. 

Universal Life and Investment Annuity Contract Revenues: These revenues are
from the Company's  non-traditional products which  are universal life  and
investment  annuities. Revenues  from these  types of  products consist  of
policy  charges  for  the cost  of  insurance,  surrender  charges,  policy
administration fees,  and  other miscellaneous  revenues.   These  revenues
increased slightly  from $19,155,000 for  the quarter  ended September  30,
1996, to  $19,303,000 for  the same  1997  period.   Increases in  cost  of
insurance revenues of $653,000 were offset by decreases in surrender charge
revenues of $748,000.  Although  total life and annuity surrenders were  up
4.8% when comparing the third  quarters of 1997 and 1996, surrender  charge
revenues actually declined in 1997 primarily due to changes in the types of
surrenders.  Single-tier annuities accounted for the increase in surrenders
and these annuities  typically have lower  surrender charges than  two-tier
annuities.   Surrenders of  two-tier annuities also  declined in the  third
quarter of 1997 compared to the same 1996 period. 

<TABLE>
<CAPTION>


                                         Three Months Ended
                                            September 30,
                                       1997             1996
                                          (In thousands)
 
<S>                              <C>                    <C>

Cost of insurance revenues       $        8,759          8,106
Surrender charges                         7,952          8,700
Policy fees and other revenues            2,592          2,349

Totals                           $       19,303         19,155

</TABLE>


Actual universal  life and investment  annuity deposits  collected for  the
quarters ended September 30, 1997  and 1996, are detailed below.   Deposits
collected on these  non-traditional products are not reflected as  revenues
in the Company's statements of  earnings, as they are recorded directly  to
policyholder  liabilities  upon  receipt,  in  accordance  with   generally
accepted accounting principles.


<TABLE>
<CAPTION>

                                          Three Months Ended
                                              September 30,
                                          1997            1996
                                           (In thousands)
<S>                                   <C>                <C>

Investment annuities:
    First year and single premiums    $    56,071        55,532
    Renewal premiums                        4,981         6,283

Total annuities                            61,052        61,815

Universal life insurance:
    First year and single premiums          5,001         3,576
    Renewal premiums                       12,863        12,838
 
Total universal life insurance             17,864        16,414

Totals                                $    78,916        78,229

</TABLE>


Annuities sold include flexible premium deferred annuities, single  premium
deferred annuities, and single premium immediate annuities.  These products
can be  tax-qualified or  non-qualified  annuities.   In recent  years  the
majority of annuities sold have been non-qualified single premium  deferred
annuities.   The Company also continues  to collect additional premiums  on
existing two-tier annuities,  as a large portion  of the two-tier block  of
business were flexible premium annuities on which renewal premiums continue
to be collected.

Subsequent to discontinuing two-tier  annuity sales, the Company  developed
new  annuity products in  1994 and diversified  its distribution system  by
contracting  new   marketing  organizations   with  extensive   experience,
financial resources, and  success in marketing  life and annuity  products.
The new products  and new marketing  organizations resulted in  significant
increases  in  annuity production  in  1994  and 1995.    However,  annuity
production slowed in 1996 and has continued to decrease in 1997, but  sales
still  continue to  be  higher  under this  more  diversified  distribution
system.

In efforts  to increase annuity production  again, the Company has  further
diversified its  annuity products offered  to customers  by introducing  an
equity  indexed annuity in the  third quarter of 1997.   This product is  a
flexible premium  deferred annuity which  combines the features  associated
with  traditional fixed annuities  with the option  to have interest  rates
that are  linked in part  to an equity index,  the S&P 500 Composite  Stock
Price Index*.  This  new annuity  is  a long-term  contract designed  as  a
planning vehicle  for retirement security.   The  Company anticipates  that
this product will be attractive  to customers as it has guaranteed  minimum
interest rates, coupled with the potential for significantly higher returns
based  on  an equity  index  component.   The  Company has  implemented  an
investment hedging program to provide the potential higher returns required
to be paid  on these products.   Specifically, the Company purchases  index
options from high rated banks and brokerage firms.  These index options act 
as hedges to match closely the returns based on the S&P 500 Composite Stock 
Price Index*  which may be  paid to  policyholders.  As the equity  indexed 
annuity  was  just  recently  introduced,  no  significant sales of the new 
product have been made as of September 30, 1997.

(* "Standard & Poor's" "S&P", "S&P 550", "Standard & Poor's 500", and "500" 
are  trade marks of The McGraw-Hill  Companies, Inc. and have been licensed
for  use by  National Western Life  Insurance Company.   National Western's
equity  indexed annuity is not  sponsored,  endorsed,  sold or  promoted by
Standard & Poor's, and Standard & Poor's, makes no represenations regarding 
the advisability of purchasing this product.)

The majority of the  Company's universal life insurance production is  from
the international market, primarily  Central and South American  countries.
The Company continues to see increased competition in the Central and South
American  market.  However,  the Company has  been accepting policies  from
foreign  nationals  for   over  thirty  years  and  has  developed   strong
relationships with  carefully selected  brokers in  the foreign  countries.
This  experience and strong  broker relations have  enabled the Company  to
meet the challenges of the increased competition.  The Company's  strategic
plans for  the international market  include the  continued development  of
additional  life  insurance  products  to  complement  the  universal  life
portfolio and  acceptance of new  broker/agents from  existing agencies  in
Latin America.

Sales of life insurance  have also been slow  in the U.S. domestic  market.
In response, the Company is committed to allocating additional resources to
increase domestic life insurance sales and to enhancing and developing  new
life  insurance  products.    Additional  resources  have  included  recent
personnel additions and increased marketing efforts.

Net Investment Income:  Net investment income decreased 3.4% from the third
quarter  of 1996.  There were  two primary  reasons for  the lower  income.
Third quarter 1996 net investment income was higher than other quarters  as
it included non-recurring gains totaling $2.3 million from sales of several
real estate  joint  venture  interests.  Additionally,  the increase in net 
investment income from debt securities was lower  in the  third quarter  of
1997 due to yield and amortization adjustments on mortgage-backed securities 
totaling $1.4 million.  The yield and  amortization  adjustments  were made
in accordance  with Statement  of Financial  Accounting  Standards No.  91,
"Accounting for Nonrefundable Fees and Costs Associated with Originating or 
Acquiring Loans and Initial Direct Costs of Leases."  The  adjustments  are 
made to reflect changes in mortgage-backed  securities  prepayment  levels, 
caused by changes in market  interest rates,  which  affect average  lives, 
yields  and  amortization  periods  of  the  securities.  A  detail  of net 
investment income is provided below: 


<TABLE>
<CAPTION>

                                        Three Months Ended
                                           September 30,
                                      1997              1996
                                          (In thousands)

<S>                              <C>                   <C>

Investment income:
    Debt securities              $      45,627         44,575
    Mortgage loans                       4,633          5,062
    Policy loans                         2,458          2,503
    Other                                  598          3,452
 
Total investment income                 53,316         55,592
Investment expenses                        408            814

 
Net investment income            $      52,908         54,778

</TABLE>


Realized Gains  and Losses on  Investments: The  Company recorded  realized
gains of $408,000 in 1997 compared to realized losses of $446,000 in  1996.
The gains in 1997 were primarily from sales of debt securities and mortgage
loan prepayment penalties.  The losses in 1996 were primarily from sales of
debt  securities  and  preferred  stock for  tax  planning  purposes.    No
significant write-downs on investments were recorded in 1997 or 1996.

Life and  Other Policy  Benefits:   Expenses  in 1997  and 1996  were  $9.4
million and $8.9 million, respectively.  The increase in expenses is due to
higher life  insurance benefit  claims offset  partially by  a decrease  in
surrenders of traditional  life insurance products.  Mortality claims  were
$1.7 million higher in the third quarter of 1997 than in 1996.  Conversely,
traditional life insurance  surrenders decreased $1.2 million in 1997  over
the comparable 1996  period.  However, much  of this decrease in  surrender
expense is offset by corresponding changes in liabilities for future policy
benefits.

Amortization of  Deferred  Policy Acquisition  Costs:   This  expense  item
represents the  amortization of  the costs  of acquiring  or producing  new
business, which consists primarily of agents' commissions.  The majority of
such costs are amortized in direct relation to the anticipated future gross
profits  of  the applicable  blocks  of  business.   Amortization  is  also
impacted by  the level and  types of policy  surrenders.  Amortization  for
1997  was  $9,785,000  compared  to $5,945,000  for  1996.    Increases  in
anticipated future gross profits  resulted in retrospective adjustments  to
deferred policy  acquisition costs which  lowered the  amortization in  the
third quarter of 1996.  Also,  policy surrenders were higher in 1997  which
increased amortization of deferred policy acquisition costs.

Significant changes and  fluctuations in income  and expense items  between
the nine months ended September 30,  1997 and 1996 are described in  detail
for insurance operations and discontinued brokerage operations as follows:

Insurance Operations

Insurance Operations Net Earnings:   Earnings from insurance operations for
the first nine months of 1997 were lower by $2,695,000, or $0.77 per share,
compared  to the same period of 1996.   Earnings for the nine months  ended
September 30, 1997, were lower for the same reasons as previously described
for the third quarter of 1997.  Also, first quarter 1996 earnings  included
nonrecurring  income  totaling  $552,000, net  of  taxes,  from  a  lawsuit
settlement.

Universal Life  and Investment  Annuity Contract  Revenues: These  revenues
increased from $57,998,000 for the nine months ended September 30, 1996, to
$59,984,000 for the same 1997 period.   Increases in cost of insurance  and
other revenues resulted in the  majority of the increase in these  contract
revenues.   Increases in other revenues  are primarily from recognition  of
deferred  revenues  relating to  immediate  annuities.    Surrender  charge
revenues  declined  in  1997  primarily  due  to  lower  two-tier   annuity
surrenders.    The  Company's  two-tier  annuities  typically  have  higher
surrender  charges compared  to other  Company annuity  and life  insurance
products. 


<TABLE>
<CAPTION>

                                   Nine Months Ended September 30,
                                       1997              1996
                                           (In thousands)

<S>                              <C>                    <C>

Cost of insurance revenues       $       25,757         23,995
Surrender charges                        25,605         27,028
Policy fees and other revenues            8,622          6,975

Totals                           $       59,984         57,998

</TABLE>


Actual universal  life and investment  annuity deposits  collected for  the
nine  months  ended  September  30, 1997  and  1996,  are  detailed  below.
Deposits collected on  these non-traditional products are not reflected  as
revenues in  the Company's  statements of  earnings, as  they are  recorded
directly to  policyholder  liabilities  upon receipt,  in  accordance  with
generally accepted accounting principles.


<TABLE>
<CAPTION>

                                    Nine Months Ended September 30,
                                           1997          1996
                                             (In thousands)

<S>                                  <C>               <C>

Investment annuities:
    First year and single premiums   $     159,417     181,567
    Renewal premiums                        17,602      22,729

Total annuities                            177,019     204,296

Universal life insurance:
    First year and single premiums          12,040      13,502
    Renewal premiums                        36,404      36,353
 
Total universal life insurance              48,444      49,855

Totals                               $     225,463     254,151

</TABLE>


Net Investment  Income:   Net  investment  income increased  $958,000  from
$159,461,000 in 1996 to $160,419,000 in 1997, primarily due to increases in
invested assets, as investment yields have remained relatively stable.  The
increase in  invested assets and  related investment  income was  primarily
from debt securities.  The increase in 1997 was lower than anticipated  due
to  yield  and  amortization  adjustments  on  mortgage-backed   securities
totaling  $1.4 million.   A  detail of  net investment  income is  provided
below:

<TABLE>
<CAPTION>

                                     Nine Months Ended September 30,
                                            1997            1996             
                                               (In thousands)

<S>                                 <C>                   <C>

Investment income:
    Debt securities                 $     137,473         131,641
    Mortgage loans                         14,144          14,891
    Policy loans                            7,306           7,942
    Other                                   3,461           7,138
 
Total investment income                   162,384         161,612
Investment expenses                         1,965           2,151

 
Net investment income               $     160,419         159,461

</TABLE>


Other Income:   Other income  totaled only $220,000  in 1997  compared   to
$1,171,000 in 1996.  The higher income in 1996 was due to proceeds received
from a lawsuit  settlement totaling $850,000.   The lawsuit related to  the
Company's previous investment in a mortgage loan.

Realized Gains  and Losses on  Investments: The  Company recorded  realized
losses of $2,371,000  in 1997 compared to  realized gains of $1,275,000  in
1996.  The losses in 1997 were primarily from net losses on debt securities
totaling $1.7  million.   The  Company also  incurred net  losses  totaling
$485,000 on mortgage loans  primarily relating to a foreclosure during  the
first quarter  of  1997.   The  gains  in  1996 were  primarily  from  debt
securities that were called and from sales of real estate.

Life and  Other Policy  Benefits:   Expenses in  1997 and  1996 were  $29.4
million and  $26.4  million, respectively.    The significant  increase  in
expenses is  due to  higher  life insurance  benefit claims  as  previously
described for the three months ended September 30, 1997.  Mortality  claims
experience  fluctuates from period  to period and  such deviations are  not
uncommon in the  life insurance industry.   Over extended periods of  time,
higher claims  experience tends  to be offset  by periods  of lower  claims
experience.   Also, the Company utilizes  reinsurance to help minimize  its
exposure to adverse mortality experience.  The Company's general policy  is
to reinsure  amounts  in  excess  of  $200,000  on  the  life  of  any  one
individual.

Amortization of  Deferred  Policy Acquisition  Costs: Amortization  was  up
$8,937,000 from  $21,733,000 in 1996  to $30,670,000 in  1997 for the  same
reasons as  previously described for the  three months ended September  30,
1997.

Federal Income Taxes:  Federal  income taxes for 1996 reflect an  effective
tax rate of 35% which is the current federal rate.  However, the 1997 taxes
reflect a lower effective tax rate of 33.2%.  Federal income taxes  for the
nine months  ended September 30,  1997, include a  tax benefit of  $350,000
resulting from the Company's subsidiary brokerage operations losses.   This
tax  benefit  was  reflected in  earnings  from  continuing  operations  in
accordance  with   the  Company's   tax  allocation   agreement  with   its
subsidiaries.  

Discontinued Brokerage Operations

As more fully described in note 3 to the accompanying financial statements,
National Western Life Insurance Company's brokerage subsidiary, The Westcap
Corporation, is currently in reorganization bankruptcy.  A $1,000,000  cash
infusion was  made  by  the Company  to  Westcap  on March  18,  1997,  for
operational expenses incurred during its bankruptcy.  This contribution was
reflected as  losses from discontinued operations  in the first quarter  of
1997.   No losses from discontinued  brokerage operations were recorded  in
1996.  Additional losses from discontinued operations will depend primarily
on results  of Westcap bankruptcy  proceedings and settlement  discussions.
Any future settlements of the Company with Westcap would be reduced by  the
$1,000,000 contribution described above.


LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The  liquidity requirements  of  the Company  are  met primarily  by  funds
provided from operations. Premium deposits and revenues, investment income,
and  investment  maturities  are  the  primary  sources  of  funds,   while
investment  purchases and policy  benefits are the  primary uses of  funds.
Primary  sources  of  liquidity  to  meet  cash  needs  are  the  Company's
securities available for  sale portfolio, net cash provided by  operations,
and bank line  of credit.  The  Company's investments consist primarily  of
marketable debt  securities that  could be  readily converted  to cash  for
liquidity needs.  The Company may also borrow up to $60 million on its bank
line of credit for short-term cash needs.

A primary liquidity concern for the Company's life insurance operations  is
the  risk of  early policyholder  withdrawals.   Consequently, the  Company
closely evaluates and manages the risk of early surrenders or  withdrawals.
The Company includes provisions within annuity and universal life insurance
policies, such  as surrender charges,  that help  limit early  withdrawals.
The Company  also prepares  cash flow  projections and  performs cash  flow
tests under various market interest rate scenarios to assist in  evaluating
liquidity  needs and  adequacy.   The Company  currently expects  available
liquidity sources and future cash flows  to be adequate to meet the  demand
for funds.

In the past, cash flows  from the Company's insurance operations have  been
more  than adequate  to meet  current  needs.   Cash flows  from  operating
activities were $109.9 million and $115.4 million for the nine months ended
September 30,  1997 and 1996, respectively.   Additionally, net cash  flows
from the  Company's deposit  product operations,  which includes  universal
life and  investment annuity products, totaled  $9.8 million for the  first
nine  months of  1996, but  reflected  a net  cash outflow  totaling  $40.6
million for  the same period of 1997.  The decrease in cash flows from  the
deposit product  operations was due to  lower universal life insurance  and
annuity deposits and higher surrenders.  

The  Company  also has  significant  cash  flows from  both  scheduled  and
unscheduled investment security  maturities, redemptions, and  prepayments.
These cash  flows totaled  $110.6 million and  $76.7 million  for the  nine
months  ended September  30,  1997 and  1996,  respectively.   The  Company
expects significant cash  flows to continue  from these sources  throughout
the remainder of 1997.

Capital Resources

The Company  relies on stockholders' equity  for its capital resources,  as
there has been no long-term debt outstanding in 1997 or recent years.   The
Company does not  anticipate the need  for any long-term  debt in the  near
future.  There are also no current or anticipated material commitments  for
capital expenditures in 1997.

Stockholders'  equity  totaled  $384.3  million  at  September  30,   1997,
reflecting  an increase  of $31.4  million  from December  31, 1996.    The
increase in capital  is primarily from  net earnings of  $27.1 million.   A
foreign currency translation adjustment of $2.3 million and an increase  in
net unrealized gains  on investment securities  totaling $2.0 million  also
contributed to the rise in stockholder's  equity.  Book value per share  at
September 30, 1997, was $110.06.


                        PART II.  OTHER INFORMATION


                        ITEM 1.  LEGAL PROCEEDINGS

As more fully described in note 3 to the accompanying financial statements,
on  September  29,  1997, the  United  States  Bankruptcy  Court,  Southern
District of Texas, Houston, Texas, entered an order approving claims in the
amount of $56,173,000 against The Westcap Corporation and its wholly  owned
subsidiary Westcap Enterprises, Inc.  The claims were filed by the Board of
Trustees of Community  College District No. 508,  County of Cook, State  of
Illinois.   The  Westcap Corporation  and  Westcap Enterprises,  Inc.  have
appealed  this order.   While  The Westcap  Corporation is  a wholly  owned
brokerage subsidiary of National  Western Life Insurance Company,  National
Western is  not a party to the order or the bankruptcy proceeding, and  the
order of the Bankruptcy Court does not have any direct effect upon National
Western. 


                 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit 11   - Computation of Earnings Per Share
               (filed on pages __ and __ of this report).

Exhibit 27   - Financial Data Schedule
               (filed electronically pursuant to Regulation S-K).

(b) Reports on Form 8-K

A report  on Form 8-K  dated September 29, 1997,  was filed by the  Company
disclosing an order entered by the United States Bankruptcy Court approving
claims  against The  Westcap Corporation  and its  wholly owned  subsidiary
Westcap  Enterprises,  Inc., as  previously  described  in note  3  to  the
accompanying financial statements and Item 1 above.





                                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.


                  National Western Life Insurance Company

                               (Registrant)




Date: November 12, 1997           /S/ Ross R. Moody               
                                  Ross R. Moody
                                  President, 
                                  Chief Operating Officer,
                                  and Director



Date: November 12, 1997           /S/ Robert L. Busby, III                  
                                  Robert L. Busby, III
                                  Senior Vice President -                  
                                  Chief Administrative Officer,
                                  Chief Financial Officer        
                                  and Treasurer



Date: November 12, 1997            /S/ Vincent L. Kasch                     
                                   Vincent L. Kasch
                                   Vice President - Controller
                                   and Assistant Treasurer





                                EXHIBIT 11

         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     COMPUTATION OF EARNINGS PER SHARE
          For the Three Months Ended September 30, 1997 and 1996
                                (Unaudited)
                   (In Thousands Except Per Share Data)

<TABLE>
<CAPTION>

                                                 1997          1996

<S>                                         <C>              <C>

Earnings applicable to common 
stock shares:

   Net earnings                             $     9,529      12,560


Weighted average common stock
shares outstanding                                3,491       3,491



Primary and fully diluted earnings
per common stock share:

   Net earnings                             $      2.73        3.59


</TABLE>




                                EXHIBIT 11

         NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     COMPUTATION OF EARNINGS PER SHARE
           For the Nine Months Ended September 30, 1997 and 1996
                                (Unaudited)
                   (In Thousands Except Per Share Data)

<TABLE>
<CAPTION>

                                                1997        1996

<S>                                         <C>              <C>

Earnings (losses) applicable to common
stock shares:

   Earnings from continuing operations      $    28,079      33,144
   Losses from discontinued operations          (1,000)         -   

   Net earnings                             $    27,079      33,144


Weighted average common stock        
shares outstanding                                3,491       3,491



Primary and fully diluted earnings 
(losses) per common stock share:

   Earnings from continuing operations      $      8.05        9.49
   Losses from discontinued operations           (0.29)          -   

   Net earnings                             $      7.76        9.49


</TABLE>


<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from
the National Western Life Insurance Company and subsidiaries consolidated
financial statements and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<DEBT-HELD-FOR-SALE>                           604,017
<DEBT-CARRYING-VALUE>                        1,878,334
<DEBT-MARKET-VALUE>                          1,934,324
<EQUITIES>                                      13,208
<MORTGAGE>                                     182,312
<REAL-ESTATE>                                   16,343
<TOTAL-INVEST>                               2,846,999
<CASH>                                           6,224
<RECOVER-REINSURE>                               2,121
<DEFERRED-ACQUISITION>                         290,480
<TOTAL-ASSETS>                               3,192,974
<POLICY-LOSSES>                              2,737,554
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                  16,193
<POLICY-HOLDER-FUNDS>                            9,356
<NOTES-PAYABLE>                                  2,664
                                0
                                          0
<COMMON>                                         3,491
<OTHER-SE>                                     380,777
<TOTAL-LIABILITY-AND-EQUITY>                 3,192,974
                                      71,666<F1>
<INVESTMENT-INCOME>                            160,419
<INVESTMENT-GAINS>                             (2,371)
<OTHER-INCOME>                                     220
<BENEFITS>                                     137,455<F2>
<UNDERWRITING-AMORTIZATION>                     30,670
<UNDERWRITING-OTHER>                            19,750
<INCOME-PRETAX>                                 42,059
<INCOME-TAX>                                    13,980
<INCOME-CONTINUING>                             28,079
<DISCONTINUED>                                 (1,000)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,079
<EPS-PRIMARY>                                     7.76
<EPS-DILUTED>                                     7.76
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>Consists of $11,682 revenues from traditional contracts subject to FAS 60
accounting treatment and $59,984 revenues from universal life and investment
annuity contracts subject to FAS 97 accounting treatment.
<F2>Consists of $29,371 benefits paid to policyholders, $(2,096) decrease in
reserves on traditional contracts and $110,180 interest on universal life and
investment annuity contracts.
</FN>
        

</TABLE>


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