NATIONAL WESTERN LIFE INSURANCE CO
10-Q, 1997-08-14
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 June 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  August  8,  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 -
June 30, 1997 (Unaudited) and December 31, 1996

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

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

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

Condensed Consolidated Statements of Cash Flows -
For the Six Months Ended June 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 4.  Submission of Matters to a Vote of Security Holders

Item 6.  Exhibits and Reports on Form 8-K

Signatures

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

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

<PAGE>

                         PART I.  FINANCIAL INFORMATION

                          ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                    (Unaudited)
                                                      June 30,    December 31,
   ASSETS                                               1997          1996

<S>                                              <C>                <C>

Cash and investments:
    Securities held to maturity,
    at amortized cost                             $    1,894,787     1,873,561
    Securities available for sale,
    at fair value                                        547,126       527,627
    Mortgage loans, net of allowance
    for possible
    losses ($4,640 and $5,988)                           190,705       193,311
    Policy loans                                         137,571       142,077
    Other long-term investments                           27,770        22,997
    Cash and short-term investments                       13,925        11,358

Total cash and investments                             2,811,884     2,770,931

Accrued investment income                                 40,290        39,503
Deferred policy acquisition costs                        294,026       295,666
Other assets                                              16,510        13,472
Assets of discontinued operations                          1,064         1,257
     
                                                  $    3,163,774     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>
<PAGE>


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

<TABLE>
<CAPTION>


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

<S>                                               <C>                <C>

LIABILITIES:

Future policy benefits:
    Traditional life and annuity products         $      170,511       172,565
    Universal life and investment
    annuity contracts                                  2,548,885     2,529,307
Other policyholder liabilities                            24,498        24,403
Federal income taxes payable:
    Current                                                3,742          -   
    Deferred                                              11,547        11,910
Other liabilities                                         32,242        28,527
Liabilities of discontinued operations                     1,064         1,257

Total liabilities                                      2,792,489     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                                      8,792         9,853
Foreign currency translation adjustment                    1,936          -   
Retained earnings                                        332,419       314,869

Total stockholders' equity                               371,285       352,860

                                                  $    3,163,774     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>
<PAGE>


            NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                For the Three Months Ended June 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                     $        4,551         4,319
    Universal life and investment
    annuity contract revenues                             21,250        20,027
    Net investment income                                 54,958        54,028
    Other income                                              88            38
    Realized gains on investments                             77         1,098

Total premiums and other revenue                          80,924        79,510

Benefits and expenses:
    Life and other policy benefits                        10,310         8,813
    Decrease in liabilities for
    future policy benefits                               (1,282)         (431)
    Amortization of deferred
    policy acquisition costs                              11,183         7,427
    Universal life and investment
    annuity contract interest                             36,344        39,119
    Other insurance operating expenses                     6,445         6,438

Total benefits and expenses                               63,000        61,366

Earnings before Federal income taxes                      17,924        18,144

Provision (benefit) for Federal income taxes:
    Current                                                7,118         6,694
    Deferred                                               (992)         (390)

Total Federal income taxes                                 6,126         6,304


Net earnings                                      $       11,798        11,840

Earnings per share of common stock:
    Net earnings                                  $         3.38          3.40


<FN>

See accompanying notes to condensed consolidated financial statements.

</FN>
</TABLE>
<PAGE>

            NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                 For the Six Months Ended June 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                     $        8,271         8,593
    Universal life and investment
    annuity contract revenues                             40,681        38,843
    Net investment income                                107,511       104,683
    Other income                                             156         1,139
    Realized gains (losses) on investments               (2,779)         1,721

Total premiums and other revenue                         153,840       154,979

Benefits and expenses:
    Life and other policy benefits                        20,009        17,491
    Decrease in liabilities for
    future policy benefits                               (2,000)         (915)
    Amortization of deferred
    policy acquisition costs                              20,885        15,788
    Universal life and investment
    annuity contract interest                             74,064        77,954
    Other insurance operating expenses                    13,372        12,992

Total benefits and expenses                              126,330       123,310


Earnings before Federal income
taxes and discontinued operations                         27,510        31,669


Provision (benefit) for Federal
income taxes:
    Current                                                9,795        11,907
    Deferred                                               (835)         (822)

Total Federal income taxes                                 8,960        11,085

Earnings from continuing operations                       18,550        20,584

Losses from discontinued operations                      (1,000)          -   

Net earnings                                      $       17,550        20,584


Earnings (losses) per share of common stock:
    Earnings from continuing operations           $         5.32          5.90
    Losses from discontinued operations                   (0.29)          -   

Net earnings                                      $         5.03          5.90

<FN>

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


            NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 For the Six Months Ended June 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                                 (522)       (8,141)
    Amortization of net unrealized
    gains related to transfers of
    securities available for sale to
    securities held to maturity                            (539)         (616)

Balance at end of period                                   8,792         6,438

Foreign currency translation adjustment, net of
taxes:
    Balance at beginning of year                            -             -   
    Change in translation adjustment
    during period                                          1,936          -   

Balance at end of period                                   1,936          -   

Retained earnings:
    Balance at beginning of year                         314,869       268,654
    Net earnings                                          17,550        20,584

Balance at end of  period                                332,419       289,238

Total stockholders' equity                        $      371,285       323,814<PAGE>


<FN>

See accompanying notes to condensed consolidated financial statements.

</FN>
</TABLE>
<PAGE>


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

<TABLE>
<CAPTION>

                                                          1997           1996

<S>                                               <C>                <C>

Cash flows from operating activities:
    Net earnings                                  $       17,550        20,584
    Adjustments to reconcile net
    earnings to net cash
    from operating activities:
    Universal life and investment
    annuity contract interest                             74,064        77,954
    Surrender charges and other
    policy revenues                                     (21,991)      (20,928)
    Realized (gains) losses on investments                 2,779       (1,721)
    Accrual and amortization of
    investment income                                    (3,551)       (3,474)
    Depreciation and amortization                            502           356
    Increase in insurance receivables
    and other assets                                       (325)      (13,684)
    Increase in accrued investment income                  (787)       (2,112)
    Decrease (increase) in deferred
    policy acquisition costs                               3,145       (4,744)
    Decrease in liability for future
    policy benefits                                      (2,000)         (915)
    Increase in other policyholder
    liabilities                                               95        11,796
    Increase in Federal income taxes payable               3,066        11,007
    Increase in other liabilities                          3,715         3,086
   
Net cash provided by operating activities                 76,262        77,205
   
Cash flows from investing activities:
    Proceeds from sales of:
       Securities available for sale                      33,468        29,318
       Other investments                                     868         1,243
    Proceeds from maturities and redemptions of:
       Securities held to maturity                        66,893        34,159
       Securities available for sale                      18,457        12,178
    Purchases of:
       Securities held to maturity                      (91,068)     (161,532)
       Securities available for sale                    (69,800)          -   
       Other investments                                 (3,723)       (4,201)
    Principal payments on mortgage loans                  13,896         7,838
    Cost of mortgage loans acquired                     (14,580)       (8,099)
    Decrease in policy loans                               4,506           213
    Decrease in assets of
    discontinued operations                                  193         4,238
    Decrease in liabilities 
    of discontinued operations                             (193)       (4,238)
    Other                                                  (116)         (133)
  
Net cash used in investing activities                   (41,199)      (89,016)


<FN>
                                                                            
(Continued on next page)                   

</FN>
</TABLE>
<PAGE>


            NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                 For the Six Months Ended June 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             $     127,857       158,007
    Return of account balances 
    on universal life
    and investment annuity contracts                 (160,353)     (148,720)

Net cash provided by (used in)
financing activities                                  (32,496)         9,287

Net increase (decrease)
in cash and short-term investments                       2,567       (2,524)
Cash and short-term investments
at beginning of year                                    11,358        10,024

Cash and short-term investments
at end of period                                 $      13,925         7,500


<FN>

See accompanying notes to condensed consolidated financial statements.

</FN>
</TABLE>
<PAGE>


  
            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  June 30, 1997,  and  the  results of its
operations  for the three months and six months ended June 30, 1997 and 1996
and  its  cash  flows  for the six months ended June 30, 1997 and 1996.  The
results  of  operations  for the three  months and six months ended June 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 six months
ended June 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  Life'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.

The Creditors'  Committee, the debtor Westcap, and National Western Life are
continuing  discussions relating to the possible settlement of all claims by
the  creditors  against  Westcap  and the claims of Westcap against National
Western  Life.    However,  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 June 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 June 30, 1997, approximately 22.2% 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 June 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
                                                June 30,       December 31,
                                                  1997             1996

<S>                                               <C>              <C>

Debt securities                                    86.3%            86.0%
Mortgage loans                                      6.8              7.0
Policy loans                                        4.9              5.1
Equity securities                                   0.6              0.6
Real estate                                         0.6              0.6
Other                                               0.8              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  June  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                 $    1,913,814     1,894,787       19,027
Securities available for sale:       
    Debt securities                        531,274       514,955       16,319
    Equity securities                       15,852        12,960        2,892

Totals                              $    2,460,940     2,422,702       38,238

</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  $38,238,000  on  the  securities portfolio at June 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 and losses on the Company's securities
portfolio for the quarter ended June 30, 1997 is detailed below:


<TABLE>
<CAPTION>

                                                                   Change in
                                                                 Unrealized
                                          Gross Unrealized          Gains 
                                           Gains (Losses)          (Losses)
                                           At            At       During 2nd
                                        June 30,      March 31,     Quarter  
                                          1997          1997         1997
                                                   (In thousands)
<S>                                 <C>                  <C>           <C>

Securities held to maturity:
    Debt securities                 $       19,027       (9,901)       28,928
Securities available for sale:
    Debt securities                         16,319         9,527        6,792
    Equity securities                        2,892         3,013        (121)

Totals                              $       38,238         2,639       35,599

</TABLE>


Market  interest rates of the ten year U.S. Treasury bond were approximately
40  basis  points  lower  at  June  30,  1997,  than  at March 31, 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.
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,  many  of  which are non-callable, which helps reduce prepayment
and  call  risks.  At June 30, 1997, corporate and public utility securities
represented over 62% 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  June  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
primarily  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>

June 30, 1997                       $       35,548        36,407         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  June 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 $190,705,000 and
$193,311,000,  or  6.8% and 7.0% of total invested assets, at June 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 June 30, 1997 and December 31,
1996, was as follows:

<TABLE>
<CAPTION>

                                                June 30,        December 31,
                                                  1997              1996

<S>                                               <C>                 <C>  

West South Central                                 50.3 %              51.4 %
Mountain                                           15.6                15.0
South Atlantic                                     12.2                 8.7
Pacific                                             8.4                11.2
Other                                              13.5                13.7

Totals                                            100.0 %             100.0 %

</TABLE>

<TABLE>
<CAPTION>

                                                 June 30,        December 31,
                                                  1997              1996

<S>                                               <C>                 <C>   

Retail                                             68.8 %              64.4 %
Office                                             13.5                18.9
Hotel/Motel                                         7.8                 7.8
Apartment                                           4.0                 3.9
Other                                               5.9                 5.0

Totals                                            100.0 %             100.0 %
                                                                           
</TABLE>


During  the  quarter  ended June 30, 1997, the Company added $100,000 to the
allowance  for  possible losses to increase the balance to an adequate level
based  on management s analysis.  This addition was recognized as a realized
loss on investments in the accompanying financial statements.  There were no
charge-offs  against  the allowance during the quarter and the allowance for
possible  losses  on  mortgage loans now totals $4,640,000 at June 30, 1997.
Although  management  believes  that the current balance is adequate, 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 June 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 $17,238,000 and $15,209,000
at  June  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 $76,000 and $253,000 for the three months ended June 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 June 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 six months ended
June 30, 1997 and 1996 is provided below:

<TABLE>
<CAPTION>

                       Three Months Ended June 30,   Six Months Ended June 30, 
                           1997          1996          1997          1996
                        (In thousands except per    (In thousands except per
                              share data)                 share data)

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

Revenues:
Insurance revenues
excluding realized
gains (losses)
on investments          $    80,847        78,412       156,619       153,258
Realized gains
(losses)
on investments                   77         1,098       (2,779)         1,721

Total revenues          $    80,924        79,510       153,840       154,979

Earnings:
Earnings from 
insurance operations    $    11,748        11,126        20,356        19,465
Losses from
discontinued
brokerage operations            -            -          (1,000)          -   
Net realized
gains (losses)
on investments                   50           714       (1,806)         1,119


Net earnings            $    11,798        11,840        17,550        20,584

Earnings Per Share:
Earnings from
insurance operations    $      3.36          3.19          5.83          5.58
Losses from
discontinued
brokerage operations            -            -           (0.29)          -   
Net realized gains
(losses) 
on investments                 0.02          0.21        (0.51)          0.32

Net earnings            $      3.38          3.40          5.03          5.90


</TABLE>


Significant changes and fluctuations in income and expense items between the
three  months  ended  June  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  quarter  ended  June 30, 1997, were $11,748,000 compared to $11,126,000
for  the  second quarter of 1996.  This reflects an increase of $622,000, or
5.6%,  over  1996  second quarter earnings.  Increases in insurance revenues
continue  to  contribute  to higher earnings.  Insurance revenues, excluding
realized  gains on investments, were up $2,435,000, totaling $80,847,000 for
the quarter ended June 30, 1997.

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  from  $20,027,000  for  the  quarter  ended  June  30,  1996,  to
$21,250,000  for  the  same 1997 period.  Increases in cost of insurance and
other  revenues  resulted  in the majority of the increase in these contract
revenues.    Although  total  life and annuity surrenders were up 11.5% when
comparing  the  second  quarters of 1997 and 1996, surrender charge revenues
actually  declined slightly in 1997 primarily due to changes in the types of
surrenders.    Single-tier  annuities  accounted  for  the  majority  of 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 second quarter of 1997 compared to the same 1996 period. 

<TABLE>
<CAPTION>

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

<S>                                     <C>                       <C>

Surrender charges                       $         9,727            9,774
Cost of insurance revenues                        8,567            8,005
Policy fees and other revenues                    2,956            2,248

Totals                                  $        21,250           20,027

</TABLE>


Actual  universal  life  and  investment  annuity deposits collected for the
quarters  ended  June  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 June 30,
                                                 1997            1996
                                                   (In thousands)

<S>                                       <C>                   <C>

Investment annuities:
    First year and single premiums        $       51,351        69,038
    Renewal premiums                               6,516         8,322

Total annuities                                   57,867        77,360

Universal life insurance:
    First year and single premiums                 4,075         5,545
    Renewal premiums                              12,798        12,018
 
Total universal life insurance                    16,873        17,563

Totals                                    $       74,740        94,923

</TABLE>


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 the first half of 1997, but sales
still continue to be higher under this more diversified distribution system.

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.

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  which  has  reduced  sales.  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 declined in the U.S. domestic market.  In
response  to this decline, 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 include both
personnel additions and increased marketing efforts.

Net Investment Income:  Net investment income increased 1.7% from the second
quarter  of 1996, due primarily to increases in invested assets for the same
period.    The increase in invested assets and related investment income was
primarily  from  debt  securities.    A  detail  of net investment income is
provided below:

<TABLE>
<CAPTION>

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

<S>                                     <C>                          <C>

Investment income:
    Debt securities                     $          46,180            44,206
    Mortgage loans                                  4,845             4,931
    Policy loans                                    2,506             2,668
    Other                                           2,354             2,752

Total investment income                            55,885            54,557
Investment expenses                                   927               529
 
Net investment income                   $          54,958            54,028

</TABLE>
      

Realized  Gains  on  Investments:  The  Company  recorded  realized gains of
$77,000 in 1997 compared to realized gains of $1,098,000 in 1996.  The gains
in  1996  were primarily from sales of real estate and debt securities.  The
1997  gains are net of an increase in the mortgage loan allowance for losses
totaling  $100,000.  No significant write-downs on investments were recorded
in 1996.

Life  and  Other  Policy  Benefits:    Expenses  in 1997 and 1996 were $10.3
million  and  $8.8  million,  respectively.    The  significant  increase in
expenses  is  due to an increase in surrenders of traditional life insurance
products  and  higher  life insurance benefit claims.  Mortality claims were
$317,000  higher  in  the  second quarter of 1997 than in 1996.  Traditional
life  insurance  surrenders  also  increased  $1.1  million in 1997 over the
comparable 1996 period.  However, much of this increase in surrender expense
is  offset  by  corresponding  decreases  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
$11,183,000  compared  to  $7,427,000  for 1996.  The higher amortization in
1997  was  impacted  by  changes  in timing and levels of anticipated future
gross    profits  for  certain  blocks  of  business  and  increased  policy
surrenders.

Significant changes and fluctuations in income and expense items between the
six  months  ended  June  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
increased  $891,000  or $0.25 per share, compared to the first six months of
1996.    Earnings  for  the  six  months ended June 30, 1997, benefited from
increases in insurance revenues.  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  $38,843,000  for  the  six  months  ended June 30, 1996, to
$40,681,000  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>

                                               Six Months Ended June 30,
                                                 1997              1996
                                                     (In thousands)

<S>                                     <C>                         <C>

Surrender charges                       $        17,653             18,328
Cost of insurance revenues                       16,998             15,889
Policy fees and other revenues                    6,030              4,626

Totals                                  $        40,681             38,843

</TABLE>


Actual  universal life and investment annuity deposits collected for the six
months ended June 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>

                                                   Six Months Ended June 30,
                                                     1997            1996
                                                        (In thousands)

<S>                                        <C>                      <C>

Investment annuities:
    First year and single premiums         $        103,346         126,035
    Renewal premiums                                 12,621          16,446

Total annuities                                     115,967         142,481

Universal life insurance:
    First year and single premiums                    7,039           9,926
    Renewal premiums                                 23,541          23,515
 
Total universal life insurance                       30,580          33,441

Totals                                     $        146,547         175,922

</TABLE>


Net  Investment  Income:    Net  investment income increased $2,828,000 from
$104,683,000  in 1996 to $107,511,000 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.  A detail of net investment income is provided below:

<TABLE>
<CAPTION>

                                              Six Months Ended June 30,
                                                1997                1996
                                                    (In thousands)  

<S>                                     <C>                        <C>

Investment income:
    Debt securities                     $        91,846             87,066
    Mortgage loans                                9,511              9,829
    Policy loans                                  4,848              5,439
    Other                                         2,863              3,686
 
Total investment income                         109,068            106,020
Investment expenses                               1,557              1,337
 
Net investment income                   $       107,511            104,683

</TABLE>

      
Other  Income:    Other  income  totaled  only $156,000 in 1997 compared  to
$1,139,000  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  $2,779,000  in  1997 compared to realized gains of $1,721,000 in
1996.   The losses in 1997 were primarily from net losses on debt securities
totaling  $2.0  million.    The  Company  also  incurred net losses totaling
$849,000  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 $20.0
million  and  $17.5  million,  respectively.    The  significant increase in
expenses  is  due  to  higher  life  insurance  benefit  claims  and  higher
traditional  life insurance surrenders as previously described for the three
months  ended  June  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
$5,097,000  from  $15,788,000  in  1996  to $20,885,000 in 1997 for the same
reasons as previously described for the three months ended June 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 32.6%.  Federal income taxes for the
six  months ended June 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  $76.3  million  and $77.2 million for the six months ended
June 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 $9.3 million for the first six months
of  1996,  but  reflected  a net cash outflow totaling $32.5 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 $85.4 million and $46.3 million for the six months
ended June 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 $371.3 million at June 30, 1997, reflecting an
increase  of  $18.4 million from December 31, 1996.  The increase in capital
is  primarily  from  net  earnings  of  $17.6 million and a foreign currency
translation  adjustment  of  $1.9  million,  offset  by  a  decline  in  net
unrealized  gains  on investment securities totaling $1.1 million during the
first  six  months  of  1997.    Book  value per share at June 30, 1997, was
$106.34.


                           PART II.  OTHER INFORMATION

          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


On  June  20, 1997, the stockholders voted upon the following matters at the
annual stockholders meeting:

(a)  The election of Class A directors to serve one-year terms.  The results
of the voting were as follows:

<TABLE>
<CAPTION>

                                               For          Against

      <S>                                     <C>              <C>

      Robert L. Moody                         2,864,940        15,470
      Arthur O. Dummer                        2,861,589        18,821
      Harry L. Edwards                        2,861,373        19,037
      E. J. Pederson                          2,865,456        14,954

</TABLE>


(b)  The election of Class B directors to serve one-year terms.  The results
of the voting were as follows:

<TABLE>
<CAPTION>
       
                                                 For        Against

      <S>                                       <C>              <C>

      E. Douglas McLeod                         200,000          -   
      Charles D. Milos, Jr.                     200,000          -   
      Frances A. Moody                          200,000          -   
      Ross R. Moody                             200,000          -   
      Russell S. Moody                          200,000          -   
      Louis E. Pauls, Jr.                       200,000          -   

</TABLE>


                  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

No reports on Form 8-K were filed during the quarter ended June 30, 1997.



                                   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: August 8, 1997               /S/ Ross R. Moody                        
                                   Ross R. Moody
                                   President, 
                                   Chief Operating Officer,
                                   and Director



Date: August 8, 1997                /S/ Robert L. Busby, III                 
                                    Robert L. Busby, III
                                    Senior Vice President -                  
                                    Chief Administrative Officer,
                                    Chief Financial Officer
                                    and Treasurer



Date: August 8, 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 June 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                                     $      11,798       11,840


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


Primary and fully diluted earnings 
per common stock share:

   Net earnings                                     $        3.38         3.40

</TABLE>




                                   EXHIBIT 11

            NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        COMPUTATION OF EARNINGS PER SHARE
                 For the Six Months Ended June 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              $      18,550       20,584
   Losses from discontinued operations                    (1,000)         -   

   Net earnings                                     $      17,550       20,584


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


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

   Earnings from continuing operations              $        5.32         5.90
   Losses from discontinued operations                     (0.29)         -   

   Net earnings                                     $        5.03         5.90

</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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<DEBT-HELD-FOR-SALE>                           531,274
<DEBT-CARRYING-VALUE>                        1,894,787
<DEBT-MARKET-VALUE>                          1,913,814
<EQUITIES>                                      15,852
<MORTGAGE>                                     190,705
<REAL-ESTATE>                                   17,238
<TOTAL-INVEST>                               2,811,884
<CASH>                                          13,925
<RECOVER-REINSURE>                               2,719
<DEFERRED-ACQUISITION>                         294,026
<TOTAL-ASSETS>                               3,163,774
<POLICY-LOSSES>                              2,719,396
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                  14,966
<POLICY-HOLDER-FUNDS>                            9,532
<NOTES-PAYABLE>                                  2,682
                                0
                                          0
<COMMON>                                         3,491
<OTHER-SE>                                     367,794
<TOTAL-LIABILITY-AND-EQUITY>                 3,163,774
                                      48,952<F1>
<INVESTMENT-INCOME>                            107,511
<INVESTMENT-GAINS>                             (2,779)
<OTHER-INCOME>                                     156
<BENEFITS>                                      92,073<F2>
<UNDERWRITING-AMORTIZATION>                     20,885
<UNDERWRITING-OTHER>                            13,372
<INCOME-PRETAX>                                 27,510
<INCOME-TAX>                                     8,960
<INCOME-CONTINUING>                             18,550
<DISCONTINUED>                                 (1,000)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    17,550
<EPS-PRIMARY>                                     5.03
<EPS-DILUTED>                                     5.03
<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 $8,271 revenues from traditional contracts subject to FAS 60
accounting treatment and $40,681 revenues from universal life and investment
annuity contracts subject to FAS 97 accounting treatment.
<F2>Consists of $20,009 benefits paid to policyholders, $(2,000) decrease in
reserves on traditional contracts and $74,064 interest on universal life and
investment annuity contracts.
</FN>
        

</TABLE>


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