INVESTORS LIFE SEPARATE ACCOUNT B
N-30D, 1996-05-14
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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 B
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1995



C O N T E N T S

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

The Board of Directors Investors Life Insurance Company:
We have audited the accompanying statement of assets and
liabilities of Investors Life Separate Account B (comprising,
respectively, the portfolios of the Variable Insurance Products
Fund and the Variable Insurance Products Fund II) at December 31,
1995, and the related statement of operations and changes in net
assets for the year then ended.  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 audit.
We conducted our audit 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
audit provides 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 B at December 31, 1995, and the results of their
operations and changes in their net assets for the year then
ended, in conformity with generally accepted accounting
principles.


Minneapolis, Minnesota
March 8, 1996





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

          ASSETS
                                       Shares    Value Per Share
 Investments at net asset value:
  Variable Insurance Products Fund:
    High Income Portfolio (cost $279)    25      $ 12.08             $   297
    Equity Income Portfolio (cost $100)   5        19.36                 106
    Growth Portfolio (cost $6,122)      208        29.29               6,107
    Overseas Portfolio (cost $2,207)    134        17.17               2,309
Variable Insurance Products Fund II:
    Asset Manager Portfolio (cost $256)  17        15.83                 266
    Index 500 Portfolio (cost $256)       4        76.33                 269

    Total investments (cost $9,220)                                    9,354


        LIABILITIES


        Accrued liabilities to be paid from:
         Variable Insurance Products Fund:
           High Income Portfolio                                           1
           Equity-Income Portfolio                                         -
           Growth Portfolio                                                5
           Overseas Portfolio                                              2
         Variable Insurance Products Fund II:
           Asset Manager Portfolio                                         1
           Index 500 Portfolio                                             1

         Total liabilities                                                10

         Net assets                                            $       9,344


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

                                               Units    Unit Value


 Net assets represented by:
   Variable Insurance Products Fund:
    High Income Portfolio                       27      $ 11.01      $ 296
    Equity-Income Portfolio                      9        11.99        106
    Growth Portfolio                           492        12.41      6,102
    Overseas Portfolio                         215        10.75      2,307
  Variable Insurance Products Fund II:
    Asset Manager Portfolio                     24        11.19        265
    Index 500 Portfolio                         22        12.17        268

                        Net assets
                        $       9,344


Investors Life Separate Account B
Statement of Operations and Changes in Net Assets
for the year ended December 31, 1995

                                Combined       Variable Insurance Products
                                  Fund Variable Insurance Products Fund II
                                                                 
High Income Portfolio
Equity- Income Portfolio   
Growth Portfolio    
Overseas
Portfolio 
Asset Manager Portfolio  
Index 500 Portfolio


        Investment income:

  Dividend income                                                       $  1
$ -    $       1      $   -   $  -    $  -    $   -


                Expenses:

   Administrative expense                                          7
- -               1                       4                 2      -      -
      Mortality and expense risk                                        32
         2                       -                       20          10      -
- -


     Net investment loss                                             (38)
   (2)                     -                       (24)              (12)      -
- -


        Realized and unrealized gains (losses)


                        on investments:

                Net realized gains on investments
  289       2                       2                       269      13      1
                2
                Net unrealized appreciation

               (depreciation) on investments                             134
  18                      6                       (14)              102      9
13


                        Net realized and unrealized gains
              on investments                                423      20 8
                        255                     115         10      15
                        
                        
      Net increase in net assets resulting from operations 
    385      18
    8                       231                     103         10      15
                        
                        
        Capital share transactions:

        Net premiums                                               10,601
        368     121                   7,143                   2,367      302
300
                Transfers cost of insurance
   (1,642)     (90)                    (23)              (1,272)      (163)
                (47)                    (47)


        Total increase in net assets and net assets
        at end of year                               $  9,344    $
296    $ 106 $       6,102           $       2,307    $  265    $268

        1.      Organization and Significant Accounting Policies:
Investors Life Separate Account B ("Separate Account"), a unit
investment trust, was established in 1994 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, 1995.  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.  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 .20%
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 .90% 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.
The Company assumes the responsibility for providing the
insurance benefits included in the policy.  The cost of
insurance is determined each month based upon the applicable
insurance rate and the current death benefit.  The cost of
insurance can vary from month to month since the
determination of both the insurance rate and the current
death benefit depends upon a number of variables as described
in the Separate Account's prospectus.
A transfer charge of $25 is imposed on each transfer between
portfolios of the Separate Account in excess of fifteen in
any one contract year.  A surrender charge may be imposed in
the event of a contract surrender or lapse within the first
fifteen contract years.  The charge as described in the
Separate Account's prospectus is a percentage of the premiums
paid.
        3.      Purchases and Sales of Investment Securities:
The aggregate cost of purchases and proceeds from sales of
investments for the year ended December 31, 1995 were as
follows:
                                           Portfolio
                                Purchases                       Sales
                Variable Insurance Products Fund:
        High Income                                                 $  369
        $       92
        Equity-Income
        122                     24
        Growth                                                      9,017
        3,164
        Overseas                                                      4,136
                1,942

                Variable Insurance Products Fund II:

                        Asset Manager
       317                     62
         Index 500                                                     316
        62

                                                                  $  14,277    $
5,346




        4.      Summary of Changes From Unit Transactions:
Transactions in units for the year ended December 31, 1995
were as follows:
                                            Portfolio
                                Purchases               Sales

                Variable Insurance Products Fund:

      High Income                                                 36    9
      Equity-Income                                               11    2
      Growth                                                     775    283
      Overseas                                                   405    190

                Variable Insurance Products Fund II:

      Asset Manager                                               29    5
      Index 500                                                   27    5

                                                                    1,283
494


        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:
          High Income                                                 $  278
        $       -               $       18              $       296
                        Equity-Income
 98                      2                       6                       106
           Growth                                                      5,871
        245                     (14)                    6,102
          Overseas                                                      2,204
                1                       102                     2,307


                Variable Insurance Products Fund II:

                        Asset Manager
  255                     1                       9                       265
            Index 500                                                     253
        2                       13                      268


                                                          $  8,959    $  251
        $ 134           $       9,344
        
        
        
The accompanying notes are an integral part of the financial statements.

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


Investors Life Separate Account B
Notes to Financial Statements


INVESTORS LIFE INSURANCE COMPANY OF NEBRASKA
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 - statutory
basis 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
                Policy 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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