INVESTORS LIFE INSURANCE CO NEBRASKA SEPARATE ACCOUNT D
N-30D, 1996-05-03
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OFIS Filer Support
SEC Operations Center
6432 General Greenway
Alexandria, VA  22312-2413

RE:  Rule 30b2-1

Below are copies of financial statements which are being filed
pursuant to Rule 30b2-1 under the Investment Company Act of 1940.
Annual Registration Statement Amendments are not being filed in
reliance on the Great West line of no action letters and Item 18
in the November 15, 1991 (Dear Registrant) industry wide no action
letter.

If you have any questions, please contact me at (605) 335-5700,
extension 400.

Sincerely,


Paul M. Phalen, CLU, FLMI
Compliance Officer
Investors Life Insurance Company of Nebraska
One Midland Plaza
Sioux Falls, SD  57193

<PAGE>


INVESTORS LIFE SEPARATE ACCOUNT D
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994



C O N T E N T S

                        Page(s)
Report of Independent Accountants                        1
Financial Statements:
 Statement of Assets and Liabilities                     2-3
 Statements of Operations and Changes in Net Assets      4
 Notes to Financial Statements                           5-7
        
        
        
Report of Independent Accountants

The Board of DirectorsInvestors Life Insurance Company of
Nebraska: We have audited the accompanying statement of assets
and liabilities of Investors Life Separate Account D (comprising,
respectively, the portfolios of the Variable Insurance Products
Fund and the Variable Insurance Products Fund II) at December 31,
1995, and the related statements of operations and changes in net
assets for each of the two years ended December 31, 1995.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  Our
procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of each
of the respective portfolios constituting the Investors Life
Separate Account D at December 31, 1995, and the results of their
operations and changes in their net assets for each of the two
years ended December 31, 1995, in conformity with generally
accepted accounting principles.


Minneapolis, Minnesota
March 8, 1996






Investors Life Separate Account D
Statement of Assets and Liabilities
December 31, 1995

          ASSETS
                                         Shares     Value Per Share
 Investments at net asset value:
  Variable Insurance Products Fund:
  Money Market Portfolio (cost $16,629)   16,629    $ 1.00     $       16,629
  High Income Portfolio (cost $17,315)     1,596     12.08             19,286
  Equity-Income Portfolio (cost $165,689) 10,310     19.36            199,594
  Growth Portfolio (cost $212,140)         7,964     29.29            233,277
  Overseas Portfolio (cost $52,748)        3,425     17.17             58,813

  Variable Insurance Products Fund II:
  Asset Manager Portfolio (cost $33,239)   2,342     15.83             37,075
  Investment Grade Bond Portfolio 
  (cost $14,462)                           1,293     12.48             16,132
  Index 500 Portfolio (cost $35,483)         528     76.33             40,339
  Contra Portfolio (cost $1,718)             126     13.77              1,738

Total investments (cost $549,423)                                     622,883


        LIABILITIES


Accrued liabilities to be paid from:

  Variable Insurance Products Fund:
   Money Market Portfolio                                                  21
   High Income Portfolio                                                   23
   Equity-Income Portfolio                                                236
   Growth Portfolio                                                       278
   Overseas Portfolio                                                      69
  Variable Insurance Products Fund II:
   Asset Manager Portfolio                                                 44
   Investment Grade Bond Portfolio                                         19
   Index 500 Portfolio                                                     47
   Contra Portfolio                                                         2

Total liabilities                                                         739
                                    
    Net assets                                                $       622,144


Investors Life Separate Account D
Statement of Assets and Liabilities, Continued
December 31, 1995

                                         Units    Unit Value


 Net assets represented by:

    Variable Insurance Products Fund:

     Money Market Portfolio              1,559    $ 10.65       $       16,608
     High Income Portfolio               1,696      11.36               19,263
     Equity-Income Portfolio            14,293      13.95              199,358
     Growth Portfolio                   18,179      12.82              232,999
     Overseas Portfolio                  5,527      10.63               58,744

   Variable Insurance Products Fund II:

     Asset Manager Portfolio            3,410       10.86               37,031
     Investment Grade Bond Portfolio    1,436       11.22               16,113
     Index 500 Portfolio                2,988       13.49               40,292
     Contra Portfolio                     147       11.84                1,736

     Net assets                                                $       622,144





Investors Life Separate Account D
Statements of Operations and Changes in Net
Assets for the years ended December 31, 1995 and
1994

                                                              Combined
Variable Insurance Products Fund
Money Market
Portfolio 
High Income Portfolio        
Equity-Income Portfolio
                                               1995      1994      1995
        1994        1995                    1995                    1994
        
        
        Investment income:

 Dividend income                                                   $  5,698
   $   936   $       1,449           $       50              $  -    $  3,749
        $       884
                Capital gains distribution
    2,851             -                       -                       -      -
        2,628                   -


                                          8,549      936      1,449
  50                      -                       6,377                   884


                Expenses:

     Administrative expense                                          652
  148                  39                      4                 18      226
56
                        Mortality and expense risk
  5,712           1,231                   323                     21      154
        1,934                   469


                        Net investment income (loss)
  2,185        (443)                   1,087                   25      (172)
        4,217                   359


        Realized and unrealized gains (losses) on


                        investments:

   Net realized gains (losses) on investments
           8,024                   29                      -           -      46
        5,576                   21
                Net unrealized appreciation (depreciation)


              on investments                                        70,945
   2,514     -                   -                       1,971      31,715
        2,189


                        Net realized and unrealized gains

                    (losses) on investments                           78,969
  2,543      -                       -                       2,017      37,291
        2,210

                Net increase (decrease) in net assets
               resulting from operations                       $  81,154    $
2,100     $  1,087      $       25              $       1,845    $  41,508    $
2,569




Net assets at beginning of period
$    156,603          $       -               $       24        $  -    $  -
$       51,588          $       -


Net increase (decrease) in net assets


                resulting from operations
81,154          2,100                   1,087                   25      1,845
41,508                  2,569


Capital share transactions:

  Net premiums                                              384,701
        154,503        31,997                  (1)         17,418      129,194
                49,019
     Interfund transfers                                                     -
    -       (16,500)                        -           -      (22,833)
        -   Other                                     (314)      -
- - -        -                       -                       (99)      -


                Net increase (decrease) in net assets

            from capital share transactions                     384,387
   154,503           15,497                  (1)      17,418      106,262
                49,019


Total increase in net assets
  465,541          156,603                         16,584      24      19,263
       147,770                         51,588

Net assets at end of year                                                     $
622,144                 $   156,603        $   16,608    $  24    $  19,263
$       199,358                 $       51,588



Growth Portfolio                  
Overseas Portfolio
Asset Manager Portfolio    
Investment Grade Bond Portfolio
Index 500 Portfolio 
Contra Portfolio
1995                    1994   1995        1994      1995      1994
1995                    1995                    1995


$    233   $       -               $       208             $  -    $  52
$       2               $       -               $       -               $  7
 -                       -                       208               -      -
- - -                       -                       -                       15


        233                     -       416   -      522      -    -    22




 172                     28                      120               58      34
        2                       17                      25                1
  1,542            241                     1,074             486      324
        14                      143                     23                5


   (1,481)                         (269)                   (778)       (544)
(306)         (14)                    (160)                   (238)      16






  535            (7)                     1,786             14      26
        1                       35                      18                2


    19,914        1,223          6,918             (853)      3,881
        (45)                    1,670                   4,856             20




   20,449      1,216                   8,704             (839)      3,907
        (44)                    1,705                   4,874             22




$   18,968    $       947             $       7,926           $  (1,383)    $
3,601           $   (58)     $       1,545           $       4,636    $  38




$  48,833   $       -               $       53,713          $  -    $  2,445
$       -               $       -               $       -               $  -




   18,968                  947                     7,926             (1,383)
3,601       (58)                    1,545                   4,636      38




 90,940        47,886                  48,495            55,096      30,985
        2,503           14,568                  19,406            1,698
        74,258     -              (51,175)            -      -
           -                       -                       16,250      -
           -       -                       (215)             -      -
   -                       -                       -                       -




     165,198                 47,886                  (2,895)      55,096
 30,985        2,503        14,568                  35,656      1,698


    184,166               48,833                  5,031       53,713
        34,586   2,445      16,113                  40,292      1,736


$       232,999      $       48,833  $       58,744    $  53,713    $
       37,031          $       2,445  $   16,113  $    40,292    $  1,736


        1.      Organization and Significant Accounting Policies:
Investors Life Separate Account D ("Separate Account"), a unit
investment trust, was established in 1993 as a segregated
investment account of Investors Life Insurance Company of Nebraska
("the Company") in accordance with the provisions of the South
Dakota Insurance laws.  There were no transactions in the Separate
Account prior to January 1, 1994.  The assets and liabilities of
the Separate Account are clearly identified and distinguished from
the other assets and liabilities of the Company.  The Separate
Account is used to fund variable annuity contracts of the Company.
The Separate Account invests solely in specified portfolios of
Variable Insurance Products Fund and Variable Insurance Products
Fund II, diversified open-end management companies registered
under the Investment Company Act of 1940, as directed by
participants.  The Contra Portfolio was introduced in 1995.
Investments in shares of the Funds are valued at the net asset
values of the respective portfolios of the Funds corresponding to
the investment portfolios of the Separate Account.  Fair value of
investments is also the net asset value.  North American
Management Company, an affiliate, serves as the underwriter of the
Separate Account.  Investment transactions are recorded on the
trade date.  Dividends are recorded as received and are
automatically reinvested in shares of the Funds.  The first-in,
first-out (FIFO) method is used to determine realized gains and
losses on investments.
The operations of the Separate Account are included in the federal
income tax return of the Company.  Under the provisions of the
policies, the Company has the right to charge the Separate Account
for federal income tax attributable to the Separate Account.  No
charge is currently being made against the Separate Account for
such tax since, under current tax law, the Company pays no tax on
investment income and capital gains reflected in variable life
insurance policy reserves.  However, the Company retains the right
to charge for any federal income tax incurred which is
attributable to the Separate Account if the law is changed.
Charges for state and local taxes, if any, attributable to the
Separate Account may also be made.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reported period.  Actual results
could differ from those estimates.
        2.      Expense Charges:
The Company is compensated for certain expenses.  A contract
administration fee is charged at an effective annual rate of .15% of
the value of the assets in the Separate Account to cover the
Company's recordkeeping and other administrative expenses incurred
to operate the Separate Account



        2.      Expense Charges, continued:
A mortality and expense risk fee is charged at an effective annual
rate of 1.25% of the value of the assets in the
Separate Account in return for the Company's assumption of risks
associated with adverse mortality experience or excess
administrative expenses in connection with policies issued.  A
$33 charge is deducted from the Separate Account value at the
end of each contract year, upon full withdrawal or at maturity.
A transfer charge of $25 is imposed on each transfer between
portfolios of the Separate Account in excess of 15 transfers in
any one contract year.  A deferred sales charge may be imposed
in the event of a full or partial withdrawal within the first
six contract years.  The charge as described in the Separate
Account's prospectus is a percentage of the premium withdrawn.
A free partial withdrawal can be made after the first contract
year if the amount of the withdrawal is less than 10% of the
total premiums paid and represents the first withdrawal in the
contract year.

        3.      Purchases and Sales of Investment Securities:
The aggregate cost of purchases and proceeds from sales of
investments for the years ended December 31, 1995 and 1994 were
as follows:
                                            Portfolio
           1995                                            1994
                                                       Purchases
        Sales                   Purchases                       Sales
        
        
                Variable Insurance Products Fund:

            Money Market                                                $
       449,952        $       433,351     $       153,993    $  153,965
                        High Income
        21,975                  4,706    -                       -
                        Equity-Income
        158,393          47,740                  49,903            464
                  Growth                                  173,609
        9,657                   47,886                  226
                        Overseas                              63,466
                67,133                  55,095                  480


                Variable Insurance Products Fund II:

     Asset Manager
 31,709                  989                     2,505                   13
                        Investment Grade Bond
     19,115                  4,688                   -                       -
             Index 500                                     35,655
                190                     -                       -
                        Contra                                  1,720
        4                       -                       -


                                          $  955,594    $  568,458   $
        309,382                 $           155,148
        
        
        
        
        
        4.      Summary of Changes From Unit Transactions:
Transactions in units for the years ended December 31, 1995
and 1994 were as follows:
                                            Portfolio
                                Purchases                               Sales
                                                            1995    1994
        1995            1994

                Variable Insurance Products Fund:

       Money Market                                                43,284
        15,334          41,727          15,332
   High Income                                                 2,156
        -               460             -
                        Equity-Income
        13,195          4,983           3,885           -
   Growth                                                    13,854    5,178
                853             -
    Overseas                                                    6,567
        5,531           6,571           -

                Variable Insurance Products Fund II:

      Asset Manager                                               3,221
                261             72              -
                        Investment Grade Bond
        1,893           -               457             -
   Index 500                                                   2,988
        -               -               -
     Contra                                                    147    -
        -               -

                                         87,305    31,287    54,025
        15,332
        
        
        
        5.      Net Assets:
Net assets at December 31, 1995 consisted of the following:
                                         Capital Share Transactions
                        Accumulated Net
Investment Income and Net Realized Gains (Losses)
        Net Unrealized Appreciation (Depreciation) of Investments
             Total


                Variable Insurance Products Fund:

     Money Market                                                $
  15,496      $   1,112           $       -               $       16,608
                        High Income
        17,418   (126)                   1,971                   19,263
                        Equity-Income
        155,281     10,173                  33,904            199,358
        Growth                                                      213,084
        (1,222)                         21,137                  232,999
         Overseas                                                      52,201
                478                     6,065                   58,744


                Variable Insurance Products Fund II:

                        Asset Manager
 33,488          (293)                   3,836                   37,031
                        Investment Grade Bond
        14,568 (125)                   1,670                   16,113
               Index 500                                    35,656
                (220)                   4,856                   40,292
                        Contra                              1,698
        18                      20                      1,736


                                         $  538,890    $  9,795   $



        73,459          $       622,144



The accompanying notes are an integral part of the financial statements.




Investors Life Separate Account D
Notes to Financial Statements


FINANCIAL STATEMENTS - STATUTORY BASIS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 199





C O N T E N T S

                                  Page(s)
Report of Independent Accountants       1
Financial Statements:
        Balance Sheets - Statutory Basis        2 Statements of Operations
        - Statutory Basis      3
Statements of Changes in Capital and Surplus - Statutory Basis  4
Statements of Cash Flows - Statutory Basis      5
        Notes to Financial Statements   6-15
Schedule of Supplemental Data:
        Report of Independent Accountants       16
        Supplemental Schedule   17-20




Report of Independent Accountants

To the Board of Directors Investors Life Insurance Company of Nebraska:
We have audited the accompanying balance sheets - statutory-basis
of Investors Life Insurance Company of Nebraska as of December 31,
1995 and 1994, and the related statements of operations, changes in
capital and surplus, and cash flows - statutory-basis for each of the
three years in the period ended December 31, 1995.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion on the accompanying financial
statements.
As described in Note 1, these financial statements were prepared in
conformity with accounting practices prescribed or permitted by the
South Dakota Department of Insurance, which is a comprehensive basis
of accounting other than generally accepted accounting principles.
The effects on the financial statements of the variances between such
practices and generally accepted accounting principles are described
in Note 9.
In our opinion, because of the matters discussed in the preceding
paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles,
the financial position of the Investors Life Insurance Company of
Nebraska as of December 31, 1995 and 1994, and the results of its
operations and cash flows for each of the three years in the period
ended December 31, 1995.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the balance sheets - statutorybasis
of Investors Life Insurance Company of Nebraska as of December 31,
1995 and 1994, and the results of its operations and its cash flows -
statutory-basis for each of the three years in the period ended
December 31, 1995, in conformity with accounting practices prescribed
or permitted by the South Dakota Department of Insurance.


Minneapolis, Minnesota
March 8, 199






Investors Life Insurance Company of Nebraska
Balance Sheets - Statutory Basis
as of December 31, 1995 and 1994
(dollars in thousands)

        ADMITTED ASSETS
                1995                    1994
        Bonds                                        $  282,151    $
        262,552
        Policy loans
        11,580                  10,639
        Cash and short-term investments
                                26,311                  34,454

                        Total cash and investments
                320,042                         307,645

        Policy premiums due, deferred and uncollected
                                     20,745                  20,235
        Accrued investment income
                        5,525                   4,063
              Due from parent under tax allocation agreement
                                -                       820 Other
        assets
        1,012                   572
        Separate account assets
                632                     157

        Total admitted assets                                         $
        347,956                 $       333,492

        LIABILITIES AND CAPITAL AND SURPLUS

        Liabilities:
                Contractholders' liabilities:
                        Liabilities for future policy benefits
                        $       280,483                 $       267,971
                        Policy and contract claims
                4,481                   3,650
                        Other policyholder funds
        880                     821

                        Total contractholders' liabilities
                        285,844                         272,442

                Security lending liability
                        -                       4,938
                Interest maintenance reserve
                        2,891                   1,620
                Asset valuation reserve
                2,170                   2,432
                Claim drafts outstanding
                1,685                   1,868
                Due to parent under tax allocation agreement
                                                134                     -
                Other liabilities
        11,218                  8,533
                Separate account liabilities
                        632                     157

                        Total liabilities
        304,574                         291,990

        Commitments and contingencies


        Capital and surplus:

                Common stock, $10 par value:

                        278,760 shares authorized, issued and outstanding
                             2,788                   2,788 Additional
                paid-in capital l
                        8,245                   8,245
                Unassigned surplus
        32,349                  30,469

                        Total capital and surplus
                43,382                  41,502

                        Total liabilities and capital and surplus
                              $       347,956                 $       333,492


Investors Life Insurance Company of Nebraska
Statements of Operations - Statutory Basis
for the years ended December 31, 1995, 1994 and 1993
(dollars in thousands)

                                                  1995      1994
                1993
                
        Revenue:

                Premiums and annuity considerations
        $       44,647          $       43,528          $       55,600
                Investment income, net of related expenses
                               23,336                  22,415      21,477
                Commissions and expense allowance on reinsurance ceded
                                     8,226             7,940      9,795 Other
                income
        303                     152                     467

                                                  76,512      74,035
                87,339
                
        Benefits and expenses:

                Benefits paid or provided:

                        Life and annuity policy benefits
                        32,194                  32,215                  25,936
        Increase in liabilities for future life and annuity policy
benefits                                                  12,188
       13,884                  29,386

                                               44,382      46,099
                55,322
                
                Insurance expenses:

 Commissions                                                   13,079
                        11,940                  14,099
  General                                                       9,162
                5,643                   6,259
                        Insurance taxes
        1,630                   1,868                   2,245

                                                         68,253      65,550
                77,925
                
           Net gain from operations before federal income taxes
                                     
                                        and net realized capital losses
        8,259                   8,485                   9,414

        Federal income taxes
                5,129                   5,129                   3,848

           Net gain from operations before net realized capital losses
                                          3,130             3,356      5,566

        Net realized capital losses, net of income taxes (1995 - $667,

          1994 - $(673) and 1993 - $1,143) and amounts transferred to

          interest maintenance reserve (1995 - $1,414, 1994 - $(902)   and
                        1993 - $2,088)
        (240)                   (376)                   (100)
        Net income                                                  $  2,890
                $       2,980           $       5,466


Investors Life Insurance Company of Nebraska
Statements of Changes in Capital and Surplus - Statutory Basis
for the years ended December 31, 1995, 1994 and 1993
(dollars in thousands)

                                       Common Stock      Additional
Paid-In Capital                          Unassigned Surplus
        Total Capital and Surplus
        Balance at January 1, 1993
    $       2,788           $       8,245           $       21,434    $
        32,467


Net income                                                                    -
                        -                       5,466                   5,466
        Change in net unrealized capital gains
                -                       -                 73      73
        Decrease in nonadmitted assets
            -                       -                       738      738
        Increase in asset valuation reserve
                    -                       -                 (463)      (463)


        Balance at December 31, 1993
                       2,788                   8,245                   27,248
        38,281

     Net income                                               -
                        -                       2,980                   2,980
        Change in net unrealized capital gains
                      -                       -                 (73)      (73)
        Decrease in nonadmitted assets
                     -             -                       612      612
        Decrease in asset valuation reserve
                         -                       -                 26      26
        Increase in reserve resulting from

                        change in valuation basis
     -                       -                       (324)             (324)


        Balance at December 31, 1994
           2,788                   8,245                   30,469
        41,502


    Net income                                           -
                        -                       2,890                   2,890
        Increase in nonadmitted assets
                    -          -                       (949)      (949)
        Decrease in asset valuation reserve
                      -                       -                 262      262
        Increase in reserve resulting from

                        change in valuation basis
   -                       -                       (323)             (323)


        Balance at December 31, 1995
   $       2,788           $       8,245           $       32,349    $
        43,382


Investors Life Insurance Company of Nebraska
Statements of Cash Flows - Statutory Basis
for the years ended December 31, 1995, 1994 and 1993
(dollars in thousands)

                                                    1995      1994
        1993
Cash flows from operating activities:
        Premiums and annuity considerations
               $       44,602          $       43,519          $       55,640
        Net investment income
        23,345                  23,256                  22,415
        Other income
8,384                   8,048                   9,977
        Benefits
(31,454)                        (32,047)                        (25,085)
        Insurance expenses
(21,452)                        (19,857)                        (23,210)
        Federal income taxes paid
      (4,842)                         (5,812)                         (6,109)
  Other                                                            (6,690)
        6,923                   (816)

                Net cash provided by operating activities
                       11,893                  24,030            32,812

Cash flows from investing activities:

        Proceeds from investments sold, matured or repaid:
  Bonds                                                       167,897
        124,804                         92,286
                Preferred stocks
3,163                   23,205                  10,630
                Common stocks                                                 -
        4,492                   9,172
                Mortgage loans                                                -
       -                       6

                                                    171,060      152,501
        112,094
        
        Costs of investments acquired:

  Bonds                                                       (186,992)
                (163,743)                       (129,828)
                Preferred stocks
(3,163)                         (6,368)                         (15,546)
                Common stock                                                  -
        (273)                   (13,759)
                Policy loans, net
(941)                   (1,044)                         (1,153)

                                            (191,096)     (171,428)
(160,286)

                Net cash used in investing activities
         (20,036)                        (18,927)            (48,192)

(Decrease) increase in cash and short-term investments
                                                 (8,143)      5,103
(15,380)

Cash and short-term investments, beginning of year
                                        34,454            29,351      44,731

Cash and short-term investments, end of year
                          $       26,311          $       34,454    $  29,351


         1.      Summary of Significant Accounting Policies:
Organization:
Investors Life Insurance Company of Nebraska (Investors Life) is a
stock life insurance company domiciled in the State of South Dakota.
Investors Life operates predominantly in the individual life and
annuity business of the life insurance business in 49 states.
Investors Life is a wholly-owned subsidiary of Midland National Life
Insurance Company (Midland), which is majorityowned by Sammons
Enterprises, Inc. (SEI).
Basis of Presentation:
The preparation of financial statements in conformity with the basis
of accounting practices prescribed or permitted by the South Dakota
Department of Insurance requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reported period.  Actual results
could differ from those estimates.  The most significant areas which
require the use of management's estimates relate to determinations of
the fair values of financial instruments and the liabilities for
future policy benefits.
Basis of Financial Reporting:
The financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the South Dakota
Department of Insurance, which practices differ in some respects from
generally accepted accounting principles.  The more significant of
these differences are as follows:  (1) acquisition costs of acquiring
new business are charged to current operations
as incurred rather than deferred and amortized over the life of the
policies; (2) policy reserves on traditional life products are based
on statutory mortality and interest rates which may differ from
reserves based on reasonable assumptions of expected mortality,
interest and withdrawals which include a provision for possible
unfavorable deviation from such assumptions; (3) policy reserves on
universal life and investment products use discounting methodologies
utilizing statutory interest rates rather than full account values;
(4) deferred income taxes are not provided for the difference between
the financial statement and income tax bases of assets and
liabilities; (5) an Interest Maintenance Reserve (IMR) liability has
been recorded as prescribed by the National Association of Insurance
Commissioners (NAIC) that represents the net accumulated unamortized
realized capital gains and losses, net of tax, attributable to
changes in market interest rates.  Such gains and losses are deferred
into the reserve when incurred, rather than recognized as gains or
losses in the statement of operations, then released back into income
on a straight-line basis over the expected remaining period to
maturity of the bond that was sold; (6) an Asset Valuation Reserve
(AVR) liability has been recorded in accordance with the formula
prescribed by the NAIC which represents a provision for possible
fluctuations in the values of bonds, equity securities and other
invested assets including temporary declines in the estimated
realizable value of such investments.  Changes in the AVR reserve are
charged directly to unassigned surplus; (7) agents' balances and
certain other assets designated as "nonadmitted assets" have been
charged to surplus rather than being reported as assets; and (8)
revenues for universal life and investment products consist of
premiums received
rather than policy charges for the cost of insurance, policy
administration charges, amortization of policy initiation fees and
surrender charges assessed



        1.      Summary of Significant Accounting Policies, continued:
Investments:
Bonds are stated at amortized cost.  Policy loans are stated at
the aggregate unpaid balances.  Short-term investments are reflected
at amortized cost which approximates market. Investment income is
recorded when earned.  Realized capital gains and losses are
determined on the basis of specific identification and are recorded
net of related federal income taxes and IMR.
Investors Life also enters into agreements to sell and repurchase
securities.  The commitment to repurchase securities sold under these
agreements are reported as liabilities and the
investments acquired with the funds received from the securities sold
are included in short-term investments.
Separate Accounts:
Separate account assets and liabilities represent funds held for the
exclusive benefit of variable universal life and annuity
contractholders.  Fees are received for administrative expenses and
for assuming certain mortality, distribution and expense risks.
Operations of the separate accounts are not included in these
statutory financial statements.
Policy Benefits:
The liabilities for future policy benefits provide amounts adequate
to discharge estimated future obligations on policies in force.
Reserves for life policies are computed principally by the
Commissioners' Reserve Valuation Method using interest rates (2.5% to
6.0%) and mortality assumptions (American Experience, 1958 and 1980
Tables) as prescribed by regulatory authorities.  Reserves for
annuities are computed on the basis of interest rates ranging from
2.5% to 11.25%.
Liabilities for policy and contract claims include provisions for
reported claims and estimates for claims incurred but not reported.
Changes in estimates are reflected in operating results in the year
the change is made.  Liabilities for claims adjustment expenses are
based on estimates of allocated and unallocated expenses.
Federal Income Taxes:
Investors Life is a member of SEI's consolidated United States
federal income tax group.  The policy for intercompany allocation of
federal income taxes provides that Investors Life compute the
provision for federal income taxes on a separate Company basis
assuming that Investors Life files a separate return.  Investors Life
makes payments to, or receives payment from, Midland in the amount it
would have paid or received from the Internal Revenue Service had it
not been a member of the consolidated tax group.  The separate
Company provisions and payments are computed using the tax elections
made by SEI



        1.      Summary of Significant Accounting Policies, continued:
Premiums and Related Costs:
Premiums are recognized as revenue over the premium paying
period.  Commissions and other costs applicable to the
acquisition of policies are charged to operations as incurred.
Fair Values of Financial Instruments:
The following methods and assumptions were used by Investors
Life in estimating its fair value disclosures for financial
instruments:
        Cash and short-term investments:  The carrying amounts
reported in the balance sheet for these instruments
approximate their fair values.
        Investment securities:  Fair values for bonds are based on
quoted market prices, where available.  For bonds not actively
traded, fair values are estimated using values obtained from
independent pricing services or, in the case of private placements,
are estimated by discounting expected future cash flows using a
current market rate applicable to the yield, credit quality and
maturity of the investments.
        Policy loans:  Investors Life does not believe an estimate of
the fair value of policy loans can be made without incurring excessive
cost.
        Investment-type contracts:  Fair values for Investors Life's
liabilities under investment-type insurance contracts are
estimated based on the cash surrender values of the underlying
contracts.
        Insurance contracts:  Fair values for Investors Life's
insurance contracts  other than investment-type contracts are
not required to be disclosed.
        Security lending liability:  The carrying amount
approximates fair value because of the short maturity of these
instruments.
The amortized cost, carrying value and estimated fair values of
Investors Life's financial instruments are as follows (dollars in
thousands):
                             December 31, 1995
        Amortized Cost                  Carrying Value
Fair Value
                Financial assets:
  Bonds                                                     $  282,151    $
        282,151                 $       289,811
                        Cash and short-term investments
                        26,311                  26,311                  26,311

                          Financial liabilities:
                                     
                        Investment-type insurance contracts
      *                       189,601                   188,134 Security
                        lending liability
                -                       -                       -

                         *  Cost is not applicable
                                     
                                     
                                     
        1.      Summary of Significant Accounting Policies:
Fair Values of Financial Instruments, continued:
                             December 31, 1994
        Amortized Cost                  Carrying Value
Fair Value

                Financial assets:

  Bonds                                                     $  262,552    $
        262,552                 $       255,917
                        Cash and short-term investments
                        34,454                  34,454                  34,454

                          Financial liabilities:
                                     
                        Investment-type insurance contracts
           *                       187,278                   180,412
                        Security lending liability
                4,938                   4,938                   4,938
                *  Cost is not applicable
Dividend Restrictions:
Generally, the net assets of Investors Life available for
distribution to its stockholder are limited to the amounts by
which the net assets, as determined in accordance with statutory
accounting practices, exceed minimum regulatory statutory capital
requirements.  All payments of dividends or other distributions to
its stockholder are subject to approval by regulatory authorities.
The maximum amount of dividends which can be paid by Investors
Life during any 12-month period to its stockholder without prior
approval of the insurance commissioner is limited according to
statutory regulations and is a function of statutory equity and
statutory net income.  The maximum amount of dividends payable in
1996 without prior approval of regulatory authorities is
approximately $3,100,000.

        2.      Prescribed Statutory Accounting Practices:
Investors Life, which is domiciled in South Dakota, prepares its
statutory basis financial statements in accordance with accounting
practices prescribed or permitted by the Division of Insurance of
the State of South Dakota.  Prescribed statutory accounting
practices include state laws, regulations and general
administrative rules, as well as a variety of publications of the
NAIC.  Permitted practices encompass all accounting practices not
so prescribed.  Investors Life uses prescribed practices or, if
prescribed statutory accounting practices do not address the
accounting for a transaction, Investors Life uses generally
accepted accounting principles to prepare its statutory basis
financial statements.



        3.      Investments and Investment Income:
The admitted value and estimated market value of investments in
bonds are as follows (dollars in thousands):
 December 31, 1995                                              Admitted Value
        Gross Unrealized Gains                  Gross Unrealized Losses
                Estimated Market Value


  U.S. government                                                 $  107,891
                $       1,636           $       455             $       109,072
                Other government and special revenue
                62,292                  1,175                   6
        63,461
  Public utilities                                                  26,318
                       1,183                   27                      27,474
 Industrial and miscellaneous                                       85,650
        4,239                   85
        89,804


           Total bonds                             $       282,151    $
        8,233           $       573             $       289,811
        
        
        
   December 31, 1994                                 Admitted Value
       Gross Unrealized Gains                  Gross Unrealized Losses
                Estimated Market Value

  U.S. government                                                 $  74,031
                $       236             $       2,073           $       72,194
                Other government and special revenue
                45,684                  95                      3,422
        42,357
  Public utilities                                                  45,942
                 1,005                   1,077                   45,870
                Industrial and miscellaneous
        96,895                  1,688                   3,087
        95,496


              Total bonds                             $       262,552    $
        3,024           $       9,659           $       255,917
        
        
        
The admitted value and estimated market value (dollars in
thousands) of investments in bonds at December 31, 1995 by contractual
maturities are shown below.  Expected and contractual maturities may differ
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
                                                         Admitted Value
        Estimated Market Value
                Due in one year or less
        $       97,424          $       97,278
                Due after one year through five years
                                        66,425                  68,393
                Due after five years through ten years
                                        8,752                   9,611
                Due after ten years
        29,473                  32,201
                Mortgage-backed securities
                        80,077                  82,328

       Total bonds                                         $  282,151
        $       289,811


Investments with an admitted carrying value of approximately
$284,000,000 and $265,000,000 at December 31, 1995 and 1994,
respectively, were on deposit with regulatory authorities or
custodial banks as policyholder security in accordance with state
regulations



        3.      Investments and Investment Income, continued:
Major categories of investment income are summarized below (dollars
in thousands):
                                                             1995      1994
                        1993
  Bonds                                             $  20,278    $
        19,918          $       17,577
                Stocks:
        Preferred                                                     58
        707    1,131
       Common                                                      -
        278                     790
     cy loans                                                          616
                532                     456
                Cash and short-term investments
            2,633                   1,522                   1,633

                                                        23,585      22,957
        21,587
                Less investment expenses
                249                     542                     110

                   Net investment income                               $
        23,336          $       22,415          $       21,477


Proceeds from the sale of investments in bonds during 1995, 1994
and 1993 and the gross gains and losses realized on these sales
are summarized below (dollars in thousands):
                                                     1995      1994
                        1993
                        
   Proceeds from sales                                                   $
        155,719                 $       99,782          $       72,909
                Gross realized gains
                2,453                   777                     3,143
                Gross realized losses
                607                     1,531                   29


Included in the proceeds from sales were proceeds from calls as
summarized below (dollars in thousands):
                                                     1995      1994
                        1993
                        
         Proceeds from calls                                                   $
        37,211          $       8,761           $       66,240


Realized and unrealized investment gains and losses are
summarized below (dollars in thousands):
                December 31, 1995
        Realized                        Unrealized

 Bonds                                                             $  1,846    $
        14,295
                Short-term investments
                (5)                     -
                Less income tax effects
                (667)                   (5,020)

                Net gains on investments                                $
       1,174           $       9,275





        3.      Investments and Investment Income, continued:
                December 31, 1994
        Realized                        Unrealized

    Bonds                                                 $  (1,479)    $
        (15,158)
                Stocks:

     Preferred                                                     (167)
                (417)
            Common                                                      (305)
        (73)
                Less income tax effects
                673                     5,495

            Net losses on investments                               $ (1,278)
        $       (10,153)
        
        
                December 31, 1993
        Realized                        Unrealized

  Bonds                                                      $  3,268    $
        (1,712)
                Stocks:

     Preferred                                                     14     216
     Common                                                      (108)     73
                Short-term investments
                (43)                    -
  Less income tax effects                                  (1,143)
                500
                
                                Net gains (losses) on investments
                $       1,988           $       (923)


Investors Life had a U.S. Treasury note under repurchase
agreement with a brokerage firm at December 31, 1994.  The carrying
value and market value of the U.S. Treasury note sold was $4,800,000
as of December 31, 1994.  The interest rate on the liability was
5.0%.  Investors Life had no investments under repurchase agreements
at December 31, 1995.

        4.      Federal Income Taxes:
Investors Life is taxed at usual corporate rates on taxable income
based on existing laws which may result in a provision for federal
income taxes which does not have the customary relationship of taxes
to income.  These differences are principally related to differences
in the handling of policy reserves and related amounts and deferred
acquisition costs. Under provisions of the Life Insurance Company
Income Tax Act of
1959, as revised by the 1984 Act, certain special deductions were
allowed life insurance companies for federal income tax purposes.
The special deductions for 1983 and prior years were accumulated in a
memorandum tax account designated as "Policyholders' Surplus".  Such
amounts will usually become subject to tax at the then current rates
only if the accumulated balance exceeds certain maximum limitations
or certain cash distributions are deemed to be paid out of this
account.  It is management's opinion that such events are not likely
to occur.  Accordingly, no provision for income tax has been made on
the approximate $3,400,000 balance in the policyholders' surplus
account at December 31, 1995



        5.      Commitments and Contingencies:
Investors Life is a defendant in various lawsuits related to the
normal conduct of its insurance business.  Litigation is subject to
many uncertainties and the outcome of individual litigated matters is
not predictable with assurance; however, in the opinion of
management, the ultimate resolution of such
litigation will not materially impact Investors Life's financial position.
Investors Life is also subject to insurance guaranty laws in the
states in which it writes business.  These laws provide for assessments
against insurance companies for the benefit of policyholders and claimants
in the event of insolvency of other life insurance companies.  Investors
Life has accrued for the estimated present value of future guaranty fund
assessments, net of estimated recoveries through premium tax offsets, for
known insolvencies.
        6.      Reinsurance:
Investors Life presently reinsures the excess of each individual risk over
$500,000 on ordinary life insurance policies in order to spread its risk of
loss.  Investors Life also reinsures 90% of certain business with Midland.
To the extent that reinsurers may not be able to meet the obligations
assumed under the reinsurance contracts, Investors Life is contingently
liable to pay policy benefits.
The following schedule presents a summary of the life insurance in force
and premium income as affected by reinsurance transactions, primarily with
Midland (dollars in thousands):
        Direct            Ceded to Other
Companies                       Assumed From Other Companies
          Net
                Life insurance in force,
              December 31, 1995                               $  13,433,464    $
    7,370,278               $       909,920                 $       6,973,106


                1995 Premiums:

        Individual life and annuity                               $  65,298
                $       21,565          $       -               $       43,733
           Other                                           267         267
                914                     914


                     Total                           $       65,565    $
        21,832          $       914             $       44,647






        6.      Reinsurance, continued:
                                       Direct            Ceded to Other
Companies                       Assumed From Other Companies
          Net


                Life insurance in force,

              December 31, 1994                               $  12,856,415    $
    7,336,445               $       899,282                 $       6,419,252


                1994 Premiums:

    Individual life and annuity                               $  64,130
                $       21,499          $       -               $       42,631
             Other                                           339         339
                897                     897


                Total                           $       64,469    $
        21,838          $       897             $       43,528


                Life insurance in force,

         December 31, 1993                               $  12,586,622    $
  7,488,627               $       923,869                 $       6,021,864
        
        
                1993 Premiums:

         Individual life and annuity                               $  76,761
                $       22,112          $       -               $       54,649
          Other                                           433         433
                951                     951


                  Total                           $       77,194    $
        22,545          $       951             $       55,600


        7.      Annuity Reserves and Other Deposit Liabilities:
A portion of Investors Life's liabilities for future policy
benefits relates to liabilities established on a variety of products that
are not subject to significant mortality and morbidity risk; however, there
may be certain restrictions placed upon the amount of funds that can be
withdrawn without penalty.  The amount of reserves on these products, by
withdrawal characteristics, and the related percentage of the total, are
summarized as follows at December 31, 1995 (dollars in thousands):
                                                         Amount      Percent
                Subject to discretionary withdrawal at book value less
surrender
        charge                                            $  91,911
48.4%
      Subject to discretionary withdrawal at book value with minimal
or
                                no charge or adjustment
        95,025          50.2
                Not subject to discretionary withdrawal
                                        2,666             1.4

               Total annuity reserves and deposit fund liabilities     $
                                       189,602                 100.0%
                                        
                                        
                                        
        8.      Related Party Transactions:
Investors Life pays fees to Midland under management and service
contracts.  Investors Life was charged $4,666,000, $4,044,000 and
$4,242,000 in 1995, 1994 and 1993, respectively, related to these
contracts.

        9.      Variances From Generally Accepted Accounting Principles:
As described in Note 1, the accounting practices as prescribed
or permitted by the South Dakota Department of Insurance differ in
certain respects from generally accepted accounting principles (GAAP)
followed by other types of enterprises  in determining financial
position, results of operations and cash flows.  The effects of these
differences at December 31, 1995 and 1994 would be to increase
admitted assets by $44,701,000 and $31,380,000, respectively, and to
increase capital and surplus by $32,743,000 and $24,161,000,
respectively.  These differences
would also increase net income for the years ended December 31, 1995,
1994 and 1993 by $1,635,000, $2,177,000 and $689,000, respectively.
Report of Independent Accountants on Supplemental Data

To the Board of Directors
Investors Life Insurance Company of Nebraska:
Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
schedule is presented for purposes of additional analysis and  is not
a required part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly stated,
in all material respects, in relation to the basic financial
statements taken as a whole.


Minneapolis, Minnesota
March 8, 1996


Investors Life Insurance Company of Nebraska
Schedule 1 - Selected Financial Data
Annual Statement for the year ended December 31, 1995
(dollars in thousands)

The following is a summary of certain financial data included in
other exhibits and schedules subjected to audit procedures by
independent auditors and utilized by actuaries in the determination
of reserves.
        Investment income earned:
                Government bonds
                                        $       4,926
                Other bonds (unaffiliated)
                                                15,352
                Bonds of affiliates
                                                -
                Preferred stocks (unaffiliated)
                                                58
                Preferred stocks of unaffiliates                         -
                Common stocks (unaffiliated)
                                                -
                Common stocks of affiliates
                                                -
                Mortgage loans
                                                -
                Real estate

                Premium notes, policy loans and liens
                                                616
                Collateral loans
                                                -
                Cash on hand and on deposit
                                                2
        Short-term investments
                                        2,625
        Other invested assets
                                        -
        Derivite Instruments
                                        -
        Aggregate write-ins for investment income                        6
                                        
                                        
                Gross investments
                        $       23,585


Real estate owned - book value less encumbrances                         $
                                        -
                                        
                                        
Mortgage loans - book value:

        Farm mortgages
                                $       -
        Residential mortgages
                                        -
        Commercial mortgages
                                        -


                Total mortgage loans
                        $       -


Mortgage loans by standing - book value:

        Good standing
                                $       -


        Good standing with restructured terms
                                $       -


        Interest overdue more than three months, not in foreclosure      $
                                                -
                                                
                                                
        Foreclosure in  process
                                $       -


Other long-term assets - statement value
                                        $       -


Collateral loans
                                        $       -





      Bonds and stocks of parents, subsidiaries and affiliates - book
value:
                Bonds
                                $       -


                Preferred stocks
                                        $       -


                Common stocks
                                        $       -


        Bonds and short-term investments by class and maturity:

                Bonds by maturity - statement value:

                        Due within one year less
                                $       103,433
                        Over one year through five years
                                        96,361
                        Over five years through 10 years
                                        42,864
                        Over 10 years through 20 years
                                        59,161
                        Over 20 years
                                        5,580


                        Total by maturity
                                $       307,399


                Bonds by class - statement value:

                        Class 1
                        $       243,925
                        Class 2
                                  60,496
                        Class 3
                                   2,978
                        Class 4
                                -
                        Class 5
                                -
                        Class 6
                                -


                        Total by class
                                $       307,399


        Total bonds publicly traded
                                                $       297,886


        Total bonds privately placed
                                                $       9,513


        Preferred stocks - statement value
                                                $       -


        Common stocks - market value
                                                $       -
        Short-term investment - book value
                                                $       25,248


                 Financial options owned - statement value
                                                $       -


  Financial options written and in force - statement value     $
                                                -
                                                
                                                
  Financial futures contracts open - current price                 $
                                                -
                                                
                                                
        Cash on deposit
                                                $       1,063


        Life insurance in force:

                Industrial
                                $%%     -


                Ordinary
                                $       6,063,132


                Credit Life
                                $       53


                Group Life
                                $       909,921


        Amount of accidental death insurance in force under ordinary
policies
                                $       210,198


       Life insurance policies with disability provisions in force:
                                     
                Industrial
                                $       -


                Ordinary
                                $       678,075


                Credit Life
                                $       -


                Group Life
                                $       -


Supplementary contracts in force:
        Ordinary - not involving life contingencies:
                Amount on deposit
                        $       315
                Income payable
                        $       22


Ordinary - involving life contingencies:

        Income payable
                                $       5


Group - not involving life contingencies:

        Amount on deposit
                                $       -


        Income payable
                                $       -


Group - involving life contingencies:

        Income payable
                                $       -


Annuities - ordinary:

               Immediate - amount of income payable
                                $       400


               Deferred - fully paid account balance
                                $       88,913


        Deferred - not fully paid  - account balance                     $
                                95,138
                                
                                
Annuities - group:

        Amount of income payable
                                $       -


        Fully paid account balance
                                $       -


        Not fully paid - account balance
                                $       -


Accident and health insurance - premiums in force:

        Ordinary
                        $       -

                Group
                                $       -


                Credit
                                $       -


                 Deposit funds and dividend accumulations:
                                     
                Deposit funds - account balance
                                        $       430


   Dividend accumulations - account balance                         $
                                        350
                                        
                                        
        Claim payments 1995:

                Group accident and health, year ended December 31, 1995:

                        1995
                        $       -


                        1994
                        $       -


                        1993
                        $       -


                        Other accident and health:
                                     
                        1995
                        $       -


                        1994
                        $       -


                        1993
                        $       -


     Other coverages that use developmental methods to calculate claims
reserves:

                        1995
                        $       -


                        1994
                        $       -


                        1993
                        $       -





The accompanying notes are an integral part of the financial statements.





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