<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the UICI Employee Stock
Ownership and Savings Plan and to the incorporation by reference therein of our
report dated June 26, 2000, with respect to the statements of net assets
available for benefits, statements of changes in net assets available for
benefits, and schedules of the Plan included in its Annual Report (Form 11-K)
for the year ended December 31, 1999, filed with the Securities and Exchange
Commission.
/s/ WHITLEY PENN
---------------------------
WHITLEY PENN
Fort Worth, Texas
August 11, 2000
