PIONEER FINANCIAL SERVICES INC /DE
10-Q, 1995-08-14
ACCIDENT & HEALTH INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549

                                    FORM 10-Q




(Mark One)
[X] Quarterly  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 

For the quarterly period ended June 30, 1995

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the transition period from                   to                  

Commission file number 1-10522

                        PIONEER FINANCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                            36-2479273
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)             Identification No.)

1750 East Golf Road, Schaumburg, Illinois               60173
(Address of principal executive, offices)            (Zip Code)

    Registrant's telephone number, including area code (708) 995-0400

            
     Indicate by a 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 ____

     The number of shares of the registrant's common stock, $1.00  par value per
share, outstanding as of July 31, 1995 was 5,939,373.


PIONEER FINANCIAL SERVICES, INC. AND SUBSIDIARIES

PART I.              FINANCIAL INFORMATION
ITEM 1.              FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS 
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
                                                    June 30,    December 31,
                                                      1995            1994
                                                   (Unaudited)
<S>                                                    <C>           <C>
ASSETS
Investments-Note   and                                                
 Securities available for sale
    Fixed maturities, at fair value     
     (cost: 1995-$456,432; 1994-$232,769)          $  476,766     $  218,748
    Equity securities, at fair value
     (cost: 1995-$18,391; 1994-$12,484)                22,073         15,440
 Fixed maturities held to maturity, at amortized cost
    (fair value: 1995-$365,244; 1994-$338,540)        371,227        378,650
 Mortgage loans--at unpaid balance                      9,699          1,806
 Real estate--at cost, less accumulated depreciation   17,073         16,959
 Policy loans--at unpaid balance                       78,485         23,082
 Short-term investments--at cost,               
   which approximates fair value                       37,581         69,152
Total Investments                                   1,012,904        723,837

Cash                                                   20,199          8,612
Premiums and other receivables, less
 allowance for doubtful accounts                       25,109         20,102
Amounts on deposit and due from reinsurers            153,844         41,426
Deferred policy acquisition costs                     221,171        225,618
Land, building and equipment-at cost, less
 accumulated depreciation                              23,016         20,314
Accrued investment income                              13,112          8,873
Deferred federal income taxes                              -           7,262
Other                                                  25,995         19,656
                                                   $1,495,350     $1,075,700

LIABILITIES, REDEEMABLE PREFERRED STOCK, 
    AND STOCKHOLDERS' EQUITY

Policy liabilities:
  Future policy benefits                            $ 952,768     $ 620,562 
  Policy and contract claims                          154,859       155,373 
  Unearned premiums                                    71,881        76,266 
  Other                                                29,708        16,407 
                                                    1,209,216       868,608 

General expenses and other liabilities                 42,830        31,793 
Amounts due to reinsurers                              50,979         5,249 
Deferred federal income taxes                             784            -  
Short-term notes payable                                4,633        20,093 
Long-term notes payable                                18,186         2,520 
Convertible Subordinated Debentures                    57,427        57,427 
                                                    1,384,055       985,690 

Redeemable Preferred Stock, no par value:
  $2.125 cumulative convertible exchangeable 
   preferred stock
  Authorized:  5,000,000 shares
  Issued and outstanding:
   (1995: 848,900 shares; 1994: 867,300 shares)        21,222        21,682 

Stockholders' Equity
  Common Stock, $1 par value:
   Authorized:  20,000,000 shares
   Issued, including shares in treasury
    (1995-7,071,673; 1994-6,996,157)                    7,072         6,996 
  Additional paid-in capital                           29,917        29,299 
  Unrealized appreciation (depreciation) of               
   available-for-sale securities - Note 3               5,464        (7,193)
  Retained earnings                                    57,840        48,960 
  Less treasury stock at cost                         (10,220)       (9,734)
   (1995-1,132,300 shares; 1994-1,078,400 shares)
Total Stockholders' Equity                             90,073        68,328 
                                                   $1,495,350    $1,075,700 

See notes to condensed consolidated financial statements.


</TABLE>


PIONEER FINANCIAL SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                   Three Months Ended      Six Months Ended
                                        June 30,               June 30,
                                     1995     1994          1995     1994

<S>                                  <C>       <C>           <C>     <C>
Income:
  Premiums and policy charges    $171,192   $176,802     340,767  $349,700 
  Net investment income            17,338     10,130      34,835    21,234 
  Other income and realized gains
   and losses from investments      9,129      6,797      16,076    14,060 
                                  197,659    193,729     391,678   384,994 
Benefits and expenses: 
  Benefits                        113,413    117,694     230,374   238,763 
  Insurance and general expenses   56,413     46,723     107,078    88,869 
  Interest expense                  1,612      1,396       3,322     2,543 
  Amortization of deferred policy            
    acquisition costs              18,334     21,450      35,508    41,430 
                                  189,772    187,263     376,282   371,605 

INCOME BEFORE INCOME TAXES          7,887      6,466      15,396    13,389 
  Federal income taxes              2,527      2,064       5,081     4,487 


NET INCOME                          5,360      4,402      10,315     8,902 


PREFERRED STOCK DIVIDENDS             446        493         904       996 


INCOME APPLICABLE TO
  COMMON STOCKHOLDERS           $   4,914  $   3,909   $   9,411     7,906 


NET INCOME PER COMMON SHARE
  Primary                       $     .78  $     .59   $    1.52 $    1.19 
  Fully Diluted                 $     .48  $     .40   $     .94 $     .80 


DIVIDENDS DECLARED
  PER COMMON SHARE              $    .045  $   .0375   $     .09 $    .075 


AVERAGE COMMON AND COMMON
  EQUIVALENT SHARES OUTSTANDING                    
  Primary                           6,284      6,597       6,185     6,649 
  Fully Diluted                    12,638     12,922      12,629    12,974 

See notes to condensed consolidated financial statements. 

</TABLE>

PIONEER FINANCIAL SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
                                                   Six Months Ended
                                                       June 30,
                                                   1995        1994
<S>                                                 <C>         <C>

NET CASH PROVIDED BY OPERATING ACTIVITIES    $    18,140   $    1,284 

INVESTING ACTIVITIES
   Net decrease in short-term investments         31,571       29,593 

   Purchases of investments                     (105,976)    (164,557)

   Sale of investments                            78,839       92,714 

   Maturities of investments                       1,145       44,966 

   Net purchase of property and equipment         (1,273)      (3,903)

   Purchase of subsidiary net
      of cash acquired                            (7,629)          -  

     NET CASH USED BY 
       INVESTING ACTIVITIES                       (3,323)      (1,187)

FINANCING ACTIVITIES
   Increase in note payable                       21,850           -  

   Repayments of notes payable                   (21,643)      (1,852)

   Proceeds from sale of agent receivables         8,864       13,013 

   Transfer of collections on previously
      sold agent receivables                     (10,616)     (14,394)

   Dividends paid - preferred                       (903)        (975)

   Dividends paid - common                          (531)        (261)

   Stock options exercised                           682          382 

   Purchase of treasury stock                       (485)      (1,149)

   Retirement of preferred stock                    (460)      (1,275)

   Other                                              12           37 

    NET CASH USED BY 
        FINANCING ACTIVITIES                      (3,230)      (6,474)

INCREASE (DECREASE) IN CASH                       11,587       (6,377)

CASH AT BEGINNING OF PERIOD                        8,612       23,379 

CASH AT END OF PERIOD                         $   20,199   $   17,002 

See notes to condensed consolidated financial statements.

</TABLE>


PIONEER FINANCIAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 1995

NOTE 1 -- ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in  accordance with generally accepted accounting principles (GAAP) for
interim financial information and with the instructions to Form 10-Q and Article
10 of  Regulation S-X.  Accordingly, they do not  include all of the information
and footnotes required by generally accepted accounting principles  for complete
financial statements.  In the opinion of management, all adjustments (consisting
of  normal recurring accruals) considered necessary for a fair presentation have
been included.  Operating  results for the six month period  ended June 30, 1995
are not necessarily indicative of the results that may be expected  for the year
ended December  31, 1995.   For further  information, refer to  the consolidated
financial  statements and  footnotes thereto  included in the  Pioneer Financial
Services, Inc. ("Pioneer" or "the  Company") Annual Report on Form 10-K  for the
year ended December 31, 1994.

EARNINGS PER SHARE

Primary earnings per share of Common Stock are determined by dividing net income
for the  period,  less dividends  on Preferred  Stock, by  the weighted  average
number of common  stock and  common stock equivalents  (dilutive stock  options)
outstanding.    Fully  diluted earnings  per  share  assumes  conversion of  the
Preferred Stock outstanding  and conversion of the  Subordinated Debentures with
related tax-effected  interest added  back to  net income.   (See  discussion in
Exhibit 11 on page 16).


NOTE 2 -- STOCKHOLDERS' EQUITY

The   statutory  accounting   practices   prescribed  for   Pioneer's  insurance
subsidiaries  by   regulatory  authorities  differ  from  GAAP.    The  combined
statutory-basis capital  and surplus of Pioneer's  direct insurance subsidiaries
was  $115,676,000 and  $124,284,000  at June  30,  1995 and  December  31, 1994,
respectively.   Statutory net income  of the insurance  subsidiaries amounted to
$1,792,000 and  $624,000 for the  three month  periods ended June  30, 1995  and
1994,  respectively, and  $3,617,000 and  $1,316,000 for  the six  month periods
ended June 30, 1995 and 1994, respectively.



NOTE 3 -- INVESTMENTS

Realized investment  gains for the three  month period ended June  30, 1995 were
$1,098,000 compared to realized losses  of $30,000 for the same period  in 1994.
Realized investment gains were $1,415,000 and $223,000 for the six month periods
ended June 30, 1995 and 1994, respectively.

Unrealized  appreciation of  available-for-sale securities at  June 30,  1995 of
$5,464,000  included unrealized  gains of  $24,016,000 less unrealized  gains of
$15,610,000 on investments in trust accounts that are guaranteed as to principal
value  by  reinsurers  and taxes  of  $2,942,000.    Unrealized depreciation  at
December 31, 1994 of $7,193,000 included unrealized losses of $11,066,000 net of
tax benefits of $3,873,000.


NOTE 4 -- CONTINGENCIES

Pioneer and its  subsidiaries are named as defendants in  various legal actions,
some claiming significant damages, arising primarily from claims under insurance
policies,  disputes  with agents,  reinsurance  arbitrations,  and other  items.
Pioneer's  management  and  its  legal  counsel  are  of  the  opinion  that the
disposition  of  these  actions  will not  have  a  material  adverse effect  on
Pioneer's financial position.


NOTE 5 -- BUSINESS COMBINATION

On January 31, 1995, Pioneer acquired  for a cost of $23,700,000 the outstanding
common  shares  of  Connecticut National  Life  Insurance  Company  (CNL).   The
acquisition  was  accounted for  by the  purchase  method and,  accordingly, the
purchase  price  was  allocated to  assets  and  liabilities  acquired based  on
estimates of their fair values.

The  following unaudited pro-forma consolidated results  of operations have been
prepared as if the acquisition had been completed as of January 1, 1994:

             (In thousands except per share amounts)
                           Year-Ended
                       December 31, 1994
Revenues                   $ 809,500
Net income                    18,700
Net income per share
     Primary                    2.60
     Fully Diluted              1.70


CNL  did not prepare quarterly financial statements in accordance with generally
accepted  accounting  principles  prior to  the  acquisition  by  Pioneer.   The
foregoing pro-forma  information is  not necessarily  indicative  of either  the
results  of operations  that  would  have  occurred  had  the  acquisition  been
effective  January  1, 1994  or  of  the future  results  of  operations of  the
consolidated companies.


NOTE 6 -- SUBSEQUENT EVENT

In August 1995, the Company accepted the conversion of approximately $46,900,000
of  the outstanding 8%  convertible subordinated debentures.   The effect of the
conversion  will  be  an  increase  in  stockholders'  equity  of  approximately
$41,700,000.   The  cost of the  bond conversion  transaction will  result in an
after-tax charge  to earnings  in the  third quarter  of  1995 of  approximately
$3,400,000.


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

Results of Operations - Three and Six Month Periods ended June 30, 1995 compared
to 1994.

Division Overview

The  income (loss) before  income taxes by  division for the  second quarter and
first six months of 1995 and 1994 respectively, are as follows (in thousands):
                               Three Months         Six Months
                              Ended June 30,      Ended June 30,
                              1995      1994      1995      1994
Group Medical              $ 7,576  $ 4,416    $12,452   $ 6,323 
Senior Health                  588    2,284      4,086     7,070 
Life Insurance               2,277    1,878      2,863     4,320 
Medical Utilization
  Management                   243      429        779       530 
Corporate Expenses          (2,797)  (2,541)    (4,784)   (4,854)
  Total                    $ 7,887  $ 6,466    $15,396   $13,389 

Group Medical

The increase in  pre-tax income for the  three and six month periods  was due to
improvement  in  major medical  loss  ratios.    The  major medical  loss  ratio
decreased to 63% from 68% for the three month period and to 62% from 70% for the
six month period of 1995 as compared to 1994.  The improvement in the loss ratio
was  due to  continued increases  in PPO penetration  and higher  than projected
claim costs in the first two quarters of last year.  The significant improvement
in loss ratios  was partially offset by a 10% reduction in earned premium and an
increase in general expense ratios.

Senior Health

The decrease in pre-tax  income for the three  month period was due to  slightly
higher than projected  claims on the Company's standardized  medicare supplement
products  as well  as  increased  expenses  related  to  several  new  marketing
programs.  The medicare supplement loss ratio  increased to 70% from 62% for the
three month period  and to  69% from 63%  for the  six month period  in 1995  as
compared to 1994.

Life Insurance

The decrease  in pre-tax income  for the six  month period was primarily  due to
higher mortality  on an old  block of  interest sensitive life  business in  the
first  quarter and expenses incurred subsequent to  the January 1995 purchase of
Connecticut National Life Insurance Company (CNL).

Medical Utilization Management

The  medical utilization  management  division showed  continued improvement  in
profit for  the six month period.   The division expanded  sales to unaffiliated
clients with a $451,000 or 19% increase in the three month period and $1,369,000
or  31% for the  six month period  in 1995 compared  to 1994.   In addition, the
consolidation of the Milwaukee office in the second quarter of  1994 resulted in
reduced levels of expenses in  the first and second quarters of 1995 compared to
the same periods last year.

Corporate Expenses and Interest

Interest expense increased in 1995 as compared to 1994 due to the utilization of
a portion  of the line of credit by the  Company beginning in the fourth quarter
of 1994 and continuing through the second quarter of 1995.

CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company reported consolidated net income of $5,360,000 for the quarter ended
June 30, 1995 as compared to $4,402,000 for the comparable period in 1994.  

Total premiums and policy charges decreased $5,610,000 or 3% for the three month
period and  $8,933,000 or 3%  for the six  month period in  1995 as  compared to
1994.  Accident and health  premiums decreased $15,711,000 or 10% for  the three
month period and $23,871,000 or 7% for  the six month period in 1995 compared to
1994.  Of this amount premiums from major medical products decreased $15,615,000
or 14% for  the three  month period  and $21,338,000 or  10% for  the six  month
period  in 1995 compared to 1994.   Total premiums attributable to the remaining
mix of Medicare supplement  and long-term care products increased  $1,339,000 or
3% and  decreased $209,000  for  the three  and six  month  periods in  1995  as
compared to 1994.  The decrease  in premiums was primarily due to lower  average
premiums per  policy sold, which resulted  from the Company initiating  sales of
new managed  care  products, and  lower than  projected levels  of new  business
sales.  Life insurance premiums increased $10,101,000 or 84% for the three month
period and $14,938,000  or 67% for the  six month period in 1995  as compared to
1994.  The increase was primarily due to the acquisition of CNL.

Net investment income increased $7,208,000 or 71% for the three month period and
$13,601,000  or 64%  for the  six  month period  in 1995  as  compared to  1994.
Annualized  investment yields increased  for the six  month period from  6.3% to
7.0%  in 1995  as compared  to 1994.   The  increases are  primarily due  to the
acquisition of CNL and the general increase in interest rates.

Other income and realized investment gains  increased $2,332,000 or  34% for the
three month period and  $2,016,000 or 14%  for the six month  period in 1995  as
compared to 1994.  The increase in other income was due to sales to unaffiliated
clients by the medical 

utilization  management division.  The  remaining other income  generated by the
Company's other non-insurance subsidiaries remained relatively unchanged.  

Total  benefits decreased  $4,281,000  or  4% for  the  three month  period  and
$8,389,000 or 4% for the six month period in 1995 as compared to 1994.  Accident
and  health benefits, which include  the change in  unearned premiums, decreased
$11,247,000 or 10% for the three month period and $23,866,000 or 11% for the six
month period  in 1995 as compared  to 1994.   The decrease was primarily  due to
improved loss  ratios on major  medical products and  the decrease in  collected
premium.   The accident and health loss ratios decreased to 65% from 66% for the
three month period  and to  64% from 67%  for the  six month period  in 1995  as
compared  to 1994.   Improved  loss ratios  on the  major medical  products were
partially  offset by higher claim levels on the standardized Medicare supplement
products.  Life  and annuity benefits increased $6,966,000 or  68% for the three
month period and $15,477,000 or 75% for the six month period in 1995 as compared
to  1994.   The  increase  is due  to  the acquisition  of  CNL and  higher than
projected mortality in the first quarter of 1995.

Insurance  and  general  expenses  (which includes  commission  compensation  to
agents) increased $9,690,000 or  21% for the three month  period and $18,209,000
or 20% for the  six month period in 1995 as compared to  1994.  Expenses for the
medical  utilization management division increased due to the increase in sales.
Expenses in the  insurance divisions  increased due  to the  development of  new
marketing  and  sales incentive  programs,  system  development  costs, and  the
acquisiton of CNL. 

Amortization  of deferred policy  acquisition costs decreased  $3,116,000 or 15%
for the three month period and $5,922,000  or 14% for the six month period  1995
as compared to 1994.

The effective  federal income tax rate  decreased in the second  quarter of 1995
due  to  the  increased investment  in  tax-exempt  securities  included in  the
Company's portfolio  and  utilization of  net  operating loss  carryforwards  of
subsidiaries.

Investments, premiums and  other receivables,  amounts on deposit  and due  from
reinsurers, accrued investment income and other assets increased principally due
to the  acquisition of CNL.   The decrease  in short-term notes  payable and the
increase  in long-term  notes  payable  resulted  from  the  conversion  of  the
Company's  line of credit agreement at  December 31, 1994 to  a term loan during
the first quarter of 1995.   General expenses and other liabilities, and amounts
due  to  reinsurers increased  due primarily  to the  acquisition  of CNL.   The
remaining balance sheet  amounts remained relatively consistent with the amounts
at December 31, 1994.


LIQUIDITY AND CAPITAL RESOURCES

The Company's consolidated liquidity requirements are  created and met primarily
by operations  of  its  insurance  subsidiaries.   The  insurance  subsidiaries'
primary  sources of cash are  premiums, investment income,  and investment sales
and  maturities.    The  primary  uses  of  cash  are  operating  costs,  policy
acquisition costs, payments to policyholders and investment purchases.

In addition, liquidity  requirements of the Company are created  by the dividend
requirements of  the $2.125  Preferred Stock,  common stock  dividends, interest
payments on  the  Convertible Subordinated  Debentures  and other  debt  service
requirements.    The  Company's  liquidity  requirements  are  met  primarily by
dividends declared  by its subsidiaries.  Payments of dividends by the insurance
subsidiaries to the Company is subject to certain regulatory restrictions.

The Company's life  and health  insurance subsidiaries require  capital to  fund
acquisition  costs  incurred in  the  initial year  of  policy  issuance and  to
maintain  adequate  surplus levels  for  regulatory  purposes.    These  capital
requirements  have  been  met   principally  from  internally  generated  funds,
including premiums and investment income, and capital  provided from reinsurance
and the financing or sale of agent debit balances.  

The Company  has offered agent commission financing to certain of its agents and
marketing organizations which consists primarily of  annualization of first year
commissions.    This  means  that  when  the  first  year  premium  is  paid  in
installments, the Company will advance a  percentage of the commissions that the
agent would otherwise  receive over the  course of the  first policy year.   The
Company through a subsidiary has entered into an agreement with  an unaffiliated
corporation to  provide  financing for  its agent  commission financing  program
through  the sale of agent  receivables.  Proceeds  from such sales  for the six
month period ended June 30,  1995 and 1994 were $8.9 million  and $13.0 million,
respectively.  The termination date of the current program is December 31, 1997,
subject to extension or termination as provided therein.

In July 1993 the Company issued $57,477,000 of 8% convertible subordinated
debentures due 2000.  Net proceeds from the offering totaled approximately
$54,000,000.  The debentures are convertible into the Company's common stock at
any time prior to maturity, unless previously redeemed, at a conversion price of
$11.75 per share.  

In August 1993 a subsidiary of the Company borrowed $1,500,000 to finance the
acquisition of Healthcare Review Corporation.  Interest on the note is payable
quarterly at six percent.  The note requires principal repayments of $75,000 per
quarter through July 31, 1998.

In January 1995, a subsidiary of the Company issued a note in the amount of
$1,660,000 as a portion of the acquisition price of CNL.  The principal balance
of the note may be reduced by the former parent of CNL for capital losses
incurred on mortgage loan and real estate holdings until January 31, 1997. 
Interest is payable at the average earnings rate of the investments, currently
eight percent.

In March 1995, the Company borrowed $15,000,000 to replace the line of credit
utilized at December 31, 1994.  Interest on the note is payable quarterly
currently at five percent.  The note requires principal repayments of $535,700
per quarter with a final payment on December 31, 1999.  The Company holds
matching certificate of deposits at the bank in an amount equal to the
outstanding principal balance.

At March 31, 1995 a subsidiary of the Company had an unsecured loan of $380,000.
The note bears interest at prime and is payable quarterly with the final payment
due December 31, 1999.

In June 1995, a subsidiary of the Company borrowed $1,200,000.  Interest on the
note is payable quarterly at prime.  The note requires principal repayments of
$60,000 per quarter with a final payment on May 30, 2000.

The Company has a line of credit arrangement for short-term borrowings with
three banks amounting to $17 million through April 1996, of which $3,950,000 was
used at June 30, 1995.  The line of credit arrangement can be terminated, in
accordance with the agreement, at the Company's option.

In March and June 1995, the Company's Board of Directors announced a quarterly
Common Stock dividend of 4.5 cents per share, with an expectation of a total of
18 cents per share to be paid for 1995.

In August 1995, the Company accepted the conversion of $46,900,000 of the
outstanding 8% convertible subordinated debentures.  The effect of the
conversion will be an increase in stockholders' equity of approximately
$41,700,000.

Management believes that the diversity of the Company's investment portfolio and
the liquidity attributable to the large concentration of investments in highly
liquid United States government agency securities provide sufficient liquidity
to meet foreseeable cash requirements.  Because the Company's insurance
subsidiaries experience strong positive cash flows, including monthly cash flows
from mortgage-backed securities, the Company does not expect its insurance
subsidiaries to be forced to sell the held to maturity investments prior to
their maturities and realize material losses or gains.  Although the Company has
the ability and intent to hold those securities to maturity, there could occur
infrequent and unusual conditions under which it would sell certain of these
securities.  Those conditions would include unforeseen changes in asset quality,
significant changes in tax law affecting the taxation of securities, a
significant business acquisition or disposition, and changes in regulatory
capital requirements or permissible investments.

Life insurance and annuity liabilities are generally long term in nature
although subject to earlier surrender as a result of the policyholder's ability
to withdraw funds or surrender the policy, subject to surrender and withdrawal
penalties.  The Company believes its policyholder liabilities should be backed
by an investment portfolio that generates predictable investment returns.  The
Company seeks to limit exposure to risks associated with interest rate
fluctuations by concentrating its invested assets principally in high quality,
readily marketable debt securities of intermediate duration and by attempting to
balance the duration of its invested assets with the estimated duration of
benefit payments arising from contract liabilities.

The Company has no material commitments for capital expenditures at the present
time.

The Company has hired an investment banker to review the group major medical
division to determine how it best fits into the Company's long term corporate
strategy.  The Company is evaluating several alternatives including an outright
sale of the division or joint venture/partnership arrangements with another
insurance company or a national managed care provider organization.


PIONEER FINANCIAL SERVICES, INC. AND SUBSIDIARIES

PART II.   OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
    
    (a)  The Company's annual meeting was held on May 25, 1995.

    (b)  Not applicable.

    (c)  1.  At the Company's annual meeting the following persons 
were elected as directors of the Company and received the following
votes:

                                        FOR         WITHHELD

         Michael A. Cavataio         5,255,541       58,496
         R. Richard Bastion, III     5,256,388       57,649
         William B. Van Vleet        5,252,391       61,646

The following person's term of office as a director continued after 
the meeting:
      
         Richard R. Halderman
         Karl-Heinz Klaeser
         Charles R. Scheper
         Thomas J. Brophy
         Peter W. Nauert
         Robert F. Nauert
         Michael K. Keefe
         Carl Hulbert

     2.  At the Company's annual meeting, a proposal to amend the 
Company's 1994 Omnibus  Stock Incentive Program was approved by
the stockholders.  4,294,069 shares were voted in favor of this 
proposal, 58,945 shares abstained and 961,023 shares voted against
the proposal.


Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         Exhibit 11    - Statement of Computation of Per
                         Share Earnings

         Exhibit 27    - Financial Data Schedule

    (b)  Reports on Form 8-K

The Company filed no reports on Form 8-K during the second quarter of 1995.  


                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                    Pioneer Financial Services, Inc.


           

  August 12, 1995                   /s/ Peter W. Nauert                         
     Date                           Peter W. Nauert
                                    Chairman and Chief Executive Officer




  August 12, 1995                  /s/ David I. Vickers 
     Date                          David I. Vickers
                                   Treasurer and Chief Financial Officer


                                      EXHIBIT 11

                           PIONEER FINANCIAL SERVICES, INC.
                    STATEMENT OF COMPUTATION OF PER SHARE EARNINGS

                       (In thousands, except per share amounts)
                                      (Unaudited)

                                         Three Months Ended   Six Months Ended
                                              June 30,            June 30,

                                          1995       1994      1995       1994

       Net income                      $ 5,360    $ 4,402    $10,315   $ 8,902 

       Average shares outstanding        5,919      6,338      5,911     6,358 

       Common Stock equivalents from
         dilutive stock options,
         based on the treasury stock
         method using average market
         price                             365       259         274       291 
               TOTAL-PRIMARY             6,284     6,597        6,185    6,649 

       Common Stock equivalents from
         dilutive stock options, based
         on the treasury stock method
         using closing market price        108         --        198        -- 

       Additional shares assuming 
         conversion of
         Preferred Stock                 1,358      1,433      1,358     1,433 

       Additional shares assuming
         conversion of 
         Subordinated Debentures         4,888      4,892      4,888     4,892 

               TOTAL-FULLY DILUTED      12,638     12,922     12,629    12,974 

       Net income per share-
           Primary*                    $   .78   $    .59    $  1.52  $   1.19 

       Net income per share-
           Fully Diluted**             $   .48   $    .40    $   .94  $    .80 



            *  Primary net income per share was calculated after deducting 
               dividends on Preferred Stock of $446,000 for the three month
               period and $904,000 for the six month period ended June 30, 1995,
               and $493,000 for the three month period and  $996,000 for the six
               month period ended June 30, 1994. 

           **  Fully diluted net income per share was calculated after adding
               tax effected interest on Subordinated Debentures of $769,000 and
               $747,000 for the three month periods and $1,539,000 and
               $1,494,000 for the six month periods ending June 30, 1995 and
               1994. 



<TABLE> <S> <C>

<ARTICLE> 7
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<DEBT-HELD-FOR-SALE>                           476,766
<DEBT-CARRYING-VALUE>                          371,227
<DEBT-MARKET-VALUE>                            365,244
<EQUITIES>                                      22,073
<MORTGAGE>                                       9,699
<REAL-ESTATE>                                   17,073
<TOTAL-INVEST>                               1,012,904
<CASH>                                          20,199
<RECOVER-REINSURE>                              16,552
<DEFERRED-ACQUISITION>                         221,171
<TOTAL-ASSETS>                               1,495,350
<POLICY-LOSSES>                                952,768
<UNEARNED-PREMIUMS>                             71,881
<POLICY-OTHER>                                 154,859
<POLICY-HOLDER-FUNDS>                           29,708
<NOTES-PAYABLE>                                 80,246<F1>
<COMMON>                                         7,072<F2>
                                0
                                     21,222<F3>
<OTHER-SE>                                      83,001<F4>
<TOTAL-LIABILITY-AND-EQUITY>                 1,495,350
                                     340,767
<INVESTMENT-INCOME>                             34,835
<INVESTMENT-GAINS>                               1,415
<OTHER-INCOME>                                  14,661
<BENEFITS>                                     230,374
<UNDERWRITING-AMORTIZATION>                     35,508
<UNDERWRITING-OTHER>                           110,400
<INCOME-PRETAX>                                 15,396
<INCOME-TAX>                                     5,081
<INCOME-CONTINUING>                             10,315
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    10,315
<EPS-PRIMARY>                                     1.52
<EPS-DILUTED>                                      .94
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>Includes short-term and long-term borrowings and convertible subordinated
debentures.
<F2>Common stock at par value.
<F3>Redeemable preferred stock at par value.
<F4>Includes additional paid in capital, retained earnings, and unrealized
appreciation of securities less treasury stock.
</FN>
        

</TABLE>


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