LPLA SEPARATE ACCOUNT ONE
497, 1996-05-13
Previous: LPLA SEPARATE ACCOUNT ONE, 497, 1996-05-13
Next: EXOGEN INC, 10-Q, 1996-05-13



                     STATEMENT OF ADDITIONAL INFORMATION

           INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS
                         WITH FLEXIBLE CONTRIBUTIONS

                                  issued by

                          LPLA SEPARATE ACCOUNT ONE

                                     AND

                    LONDON PACIFIC LIFE & ANNUITY COMPANY


THIS  IS NOT A PROSPECTUS.  THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ  IN CONJUNCTION WITH THE PROSPECTUS DATED MAY 1, 1996, FOR THE INDIVIDUAL
FIXED  AND  VARIABLE  DEFERRED  ANNUITY  CONTRACTS WITH FLEXIBLE CONTRIBUTIONS
WHICH ARE REFERRED TO HEREIN.

THE  PROSPECTUS  CONCISELY SETS FORTH INFORMATION FOR A PROSPECTIVE INVESTOR. 
FOR  A  COPY  OF  THE PROSPECTUS CALL OR WRITE THE COMPANY AT: P.O. BOX 29564,
RALEIGH, NORTH CAROLINA 27626; (800) 852-3152.



     THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1996.


                              TABLE OF CONTENTS

                                                                         PAGE

Company.................................................................   3

Experts.................................................................   3

Legal Opinions..........................................................   3

Distributor.............................................................   3

Yield Calculation For Salomon Money Market Sub-Account..................   3

Performance Information.................................................   4

Annuity Provisions......................................................   6

Financial Statements....................................................   7


                                   COMPANY

Information  regarding  London  Pacific Life & Annuity Company (the "Company")
and its ownership is contained in the Prospectus.

The  Company  contributed  the initial capital to the Separate Account.  As of
April  1,  1996,  the  initial  capital contributed by the Company represented
approximately  99.2% of the total assets of the Separate Account.  The Company
currently  intends  to  remove these assets from the Separate Account on a pro
rata basis in proportion to money invested in the Separate Account by Owners.

                                   EXPERTS

The  financial  statements of the Company as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995, included in
this  Statement of Additional Information have been so included in reliance on
the  report  of  Price  Waterhouse  LLP, independent accountants, given on the
authority of said firm as experts in auditing and  accounting.

                                LEGAL OPINIONS

Legal  matters  in  connection  with  the Contracts described herein are being
passed  upon  by  the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.

                                 DISTRIBUTOR

London  Pacific  Financial  and  Insurance  Services  acts as the distributor.
London  Pacific  Financial  and  Insurance  Services  is  an  affiliate of the
Company.  The offering is on a continuous basis.

          YIELD CALCULATION FOR THE SALOMON MONEY MARKET SUB-ACCOUNT

The  Salomon  Money  Market Sub-Account of the Separate Account will calculate
its current yield based upon the seven days ended on the date of calculation. 
As  of  December  31,  1995,  the  Salomon  Money  Market  Sub-Account had not
commenced operations.

The current yield of the Salomon Money Market Sub-Account is computed daily by
determining  the  net  change (exclusive of capital changes) in the value of a
hypothetical  pre-existing  Owner account having a balance of one Accumulation
Unit  of  the  Sub-Account  at  the  beginning  of the period, subtracting the
Mortality and Expense Risk Charge, the Administrative Charge, the Distribution
Charge  and  the  Contract  Maintenance Charge, dividing the difference by the
value  of  the Owner account at the beginning of the same period to obtain the
base period return and multiplying the result by (365/7).

The  Salomon Money Market Sub-Account computes its effective compound yield by
determining  the  net  changes (exclusive of capital change) in the value of a
hypothetical  pre-existing  Owner account having a balance of one Accumulation
Unit  of  the  Sub-Account  at  the  beginning  of the period, subtracting the
Mortality and Expense Risk Charge, the Administrative Charge, the Distribution
Charge  and the Contract Maintenance Charge and dividing the difference by the
value  of  the Owner account at the beginning of the base period to obtain the
base  period  return, and then compounding the base period return by adding 1,
raising  the  sum to a power equal to 365 divided by 7, and subtracting 1 from
the  result,  according  to  the  following formula:  Effective Yield = ((Base
Period  Return +1) 365/7)-1.  The current and the effective yields reflect the
reinvestment  of  net  income  earned  daily  on  the  Salomon  Money  Market
Sub-Account's assets.

Net investment income for yield quotation  purposes  will  not  include either
realized capital gains and losses or unrealized appreciation and depreciation,
whether reinvested or not.

The  yields  quoted  should not be considered a representation of the yield of
the  Salomon  Money  Market  Sub-Account  in the future since the yield is not
fixed.  Actual yields will depend not only on the type, quality and maturities
of  the  investments held by the  Salomon Money Market Sub-Account and changes
in  the interest rates on such investments, but also on changes in the Salomon
Money Market Sub-Account's expenses during the period.

Yield  information  may  be useful in reviewing the performance of the Salomon
Money  Market  Sub-Account and for providing a basis for comparison with other
investment alternatives. However, the Salomon Money Market Sub-Account's yield
fluctuates,  unlike  bank  deposits or other investments which typically pay a
fixed yield for a stated period of time.

                           PERFORMANCE INFORMATION

From  time to time, the Company may advertise performance data as described in
the  Prospectus.  Any such advertisement will include total return figures for
the  time  periods  indicated in the advertisement.  Such total return figures
will  reflect  the  deduction  of a 1.25% Mortality and Expense Risk Charge, a
 .15%  Administrative  Charge,  a  .10%  Distribution  Charge,  the  investment
advisory  fee and expenses for the underlying Portfolio being advertised and
any applicable Contract Maintenance Charge.

The  hypothetical value of a Contract purchased for the time periods described
in  the advertisement will be determined by using the actual Accumulation Unit
values  for  an  initial $1,000 purchase payment, and deducting any applicable
Contract  Maintenance  Charge to arrive at the ending hypothetical value.  The
average annual total return is then determined by computing the fixed interest
rate  that  a  $1,000 purchase payment would have to earn annually, compounded
annually,  to  grow  to  the hypothetical value at the end of the time periods
described.  The formula used in these calculations is:

                          n
                   P (1+T)   =  ERV

<TABLE>

<CAPTION>



<S>      <C>  <C>

    P    =  a hypothetical initial payment of $1,000
    T    =  average annual total return
    n    =  number of years
    ERV  =  ending redeemable value at the end of the time periods used (or
            fractional portion thereof) of a hypothetical $1,000 payment
            made at the beginning of the time periods used.
</TABLE>



In addition to total return data, the Company may include yield information in
its advertisements.  For each Sub-Account (other than the Salomon Money Market
Sub-Account)  for which the Company will advertise yield, it will show a yield
quotation  based  on  a  30 day (or one month) period ended on the date of the
most recent balance sheet of the Separate Account included in the registration
statement,  computed  by  dividing  the net investment income per Accumulation
Unit  earned  during  the period by the maximum offering price per Unit on the
last day of the period, according to the following formula:

                                      6
              Yield  =  2 [ ( a-b + 1)    - 1 ]
                              --
                              cd
 

<TABLE>

<CAPTION>



<S>        <C>  <C>

   Where:

           a =  Net investment income earned during the period by the Portfolio
                attributable to shares owned by the Sub-Account.

           b =  Expenses accrued for the period (net of reimbursements).

           c =  The average daily number of Accumulation Units outstanding
                during the period.

           d =  The maximum offering price per Accumulation Unit on the
                last day of the period.
</TABLE>



The  Company  may  also advertise performance data which may be computed
on a different basis.

Owners  should  note  that  the  investment  results  of each Sub-Account will
fluctuate over time, and any presentation of the Sub-Account's total return or
yield  for  any period should not be considered as a representation of what an
investment  may  earn  or  what an Owner's total return or yield may be in any
future period.

                              ANNUITY PROVISIONS

Variable  Annuity  Payments reflect the investment performance of the Separate
Account  in  accordance  with the allocation of the Adjusted Contract Value to
the Sub-Accounts during the Annuity Period.  Annuity Payments also depend upon
the  Age  of  the  Annuitant  and any Joint Annuitant and the assumed interest
factor  utilized.   The Annuity Table used will depend upon the Annuity Option
chosen.    The  dollar amount of Variable Annuity Payments for each applicable
Sub-Account after the first Variable Annuity Payment is determined as follows:

     1.  The dollar amount of the first Variable Annuity Payment is divided by
the value of an Annuity Unit for each applicable Sub-Account as of the Annuity
Date.   This sets the number of Annuity Units for each monthly payment for the
applicable  Sub-Account.  The number of Annuity Units remains fixed during the
Annuity Period.

     2.  The fixed number of Annuity Units per payment in each Sub-Account is
multiplied  by  the  Annuity  Unit  Value  for  that  Sub-Account for the last
Valuation  Period  of  the  month preceding the month for which the payment is
due.    This  result  is  the dollar amount of the payment for each applicable
Sub-Account.

The  total  dollar  amount  of each Variable Annuity Payment is the sum of all
Sub-Account Variable Annuity Payments reduced by the applicable portion of the
Contract Maintenance Charge.

ANNUITY UNIT

The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.

The  Sub-Account  Annuity  Unit  Value  at the end of any subsequent Valuation
Period is determined as follows:

     1.    The  Net Investment Factor for the current Valuation Period is
multiplied  by  the  value  of  the  Annuity  Unit for the Sub-Account for the
immediately preceding Valuation Period.  The Net Investment Factor is equal to
the  Accumulation  Unit  Value for the current Valuation Period divided by the
Accumulation Unit Value for the immediately preceding Valuation Period.

     2.  The result in (1)  is then divided by the Assumed Investment Rate
Factor    which equals 1.00 plus the Assumed Investment Rate for the number of
days since the preceding Valuation Date.  The Assumed Investment Rate is equal
to an effective annual rate of 4%.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

(See "Annuity Provisions" in the Prospectus.)

                             FINANCIAL STATEMENTS

The  financial  statements of the Company included herein should be considered
only  as bearing upon the ability of the Company to meet its obligations under
the Contracts.


LONDON PACIFIC LIFE
& ANNUITY COMPANY
 (A wholly-owned subsidiary
of London Pacific Group
Limited)
STATUTORY BASIS FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993

                    London Pacific Life & Annuity Company

         (A wholly-owned subsidiary of London Pacific Group Limited)

                     Statutory Basis Financial Statements


                 Years ended December 31, 1995, 1994 and 1993



                                   CONTENTS

<TABLE>
<CAPTION>
<S>                                                                          <C>

Report of Independent Accountants............................................ 1

AUDITED FINANCIAL STATEMENTS

Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus.... 3

Statutory Statements of Operations........................................... 4

Statutory Statements of Changes in Capital and Surplus....................... 5

Statutory Statements of Cash Flows........................................... 6-7

Notes to Statutory Financial Statements...................................... 8-17

SUPPLEMENTARY INFORMATION

Report of Independent Accountants' on Supplemental Schedule of
       Assets and Liabilities................................................ 19

Schedule 1 - Supplemental Schedule of Assets and Liabilities................. 20-22
</TABLE>


                     Report of Independent Accountants
                                      
                                      
                                      
 February 8, 1996

To the Board of Directors and Shareholder of
London Pacific Life & Annuity Company
(A wholly-owned subsidiary of London Pacific Group Limited)

  We  have  audited  the accompanying Statutory Statements of Admitted Assets,
Liabilities,  Capital  and Surplus of London Pacific Life & Annuity Company (a
wholly-owned  subsidiary  of  London Pacific Group Limited) as of December 31,
1995  and 1994, and the related Statutory Statements of Operations, of Changes
in  Capital  and Surplus, and of Cash Flows 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;  however,  as  discussed  in  the  following paragraph, we were not
engaged to determine or audit the effects on these financial statements of the
variances  between  statutory  accounting  practices  and  generally  accepted
accounting  principles.  Generally accepted auditing 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.    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.

  As  described  in Note 1, the Company prepared these financial statements in
conformity  with accounting practices prescribed or permitted by the Insurance
Department of the State of North Carolina.  When financial statements prepared
in  conformity with accounting practices prescribed by a regulatory agency are
presented  for  purposes  other  than  for  filing with the regulatory agency,
generally accepted auditing standards require that an auditor's report on them
state  whether  they  are  presented  in  conformity  with  generally accepted
accounting  principles.    The  accounting  practices  used  by the Company to
prepare  these  financial  statements  vary from generally accepted accounting
principles as described in Note 2.  The Company has not


To the Board of Directors and Shareholder of
 London Pacific Life & Annuity Company
Page 2
February 8, 1996


   We determined  the  effects  on  these  financial statements of the 
variances.  Accordingly,  we  were not engaged to audit, and we did not audit,
the effects on  these  financial statements of the variances.  As the 
financial statements referred  to  above  do  not  purport  to be a 
presentation in conformity with generally accepted accounting principles, we
are not in a position to express, and  do  not express, an opinion on the
financial statements referred to above as  to fair presentation of financial
position, results of operations, or cash flows in conformity with generally
accepted accounting principles. 

  In  our  opinion,  however,  the  financial statements audited by us present
fairly,  in  all  material respects, the admitted assets, liabilities, capital
and  surplus of London Pacific Life & Annuity Company at December 31, 1995 and
1994,  and  the  results  of its operations and its cash flows for each of the
three  years in the period ended December 31, 1995, on the basis of accounting
described in Note 1.



/s/ PRICE WATERHOUSE LLP
- ------------------------



<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES, CAPITAL AND SURPLUS
___________________________________________________________________________


                                                                  DECEMBER 31,
<S>                                                       <C>              <C>
                                                                    1995             1994 
                                                          ---------------  ---------------
ASSETS
Investments:
Bonds                                                     $1,057,481,158   $  981,232,212 
Preferred stock                                                9,912,720        9,478,047 
Common stock                                                   1,430,013          575,195 
Short-term investments                                        69,747,096                - 
Policy loans                                                   4,455,976        2,999,312 
                                                          ---------------  ---------------
Total investments                                          1,143,026,963      994,284,766 
Cash                                                           2,664,850       11,790,032 
                                                                           ---------------
Total cash and investments                                 1,145,691,813    1,006,074,798 

Investment income due and accrued                             17,492,346       14,678,500 
Electronic data processing equipment, net                        609,886          895,106 
Federal income tax recoverable                                         -        3,243,665 
Amount due from broker-dealers                                12,527,500                - 
Receivable from affiliates                                     4,608,663           29,011 
Other assets                                                   1,741,100           42,502 
                                                          ---------------  ---------------
Total assets                                              $1,182,671,308   $1,024,963,582 
                                                          ---------------  ---------------

LIABILIITES, CAPITAL AND SURPLUS
Aggregate reserves for life policies and contracts        $1,066,977,854   $  945,045,048 
Policy and contract claims                                       417,570          515,433 
Accrued dividends to policyholders                               527,418          568,672 
Interest maintenance reserve                                  10,376,170        9,887,040 
Federal income taxes payable                                   2,007,817                - 
Remittances and items not allocated                              219,649          652,913 
Asset valuation reserve                                       30,546,857       29,395,572 
Payable to affiliates                                              3,325            9,843 
Amounts due to broker-dealers                                 20,930,752          305,126 
Accounts payable, accrued expenses and other liabilities       1,053,398        1,262,331 
                                                          ---------------  ---------------
Total liabilities                                          1,133,060,810      987,641,978 
                                                          ---------------  ---------------

Capital and surplus:
Capital stock - $10 par value, 1,000,000 shares
   authorized; 200,000 shares issued and outstanding           2,000,000        2,000,000 
Paid-in and contributed surplus                               48,394,120       46,938,570 
Unassigned deficit                                              (783,622)     (11,616,966)
                                                          ---------------  ---------------
Total capital and surplus                                     49,610,498       37,321,604 
Commitments and contingent liabilities
Total liabilities, capital and surplus                    $1,182,671,308   $1,024,963,582 
</TABLE>


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


<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENTS OF OPERATIONS
___________________________________________________________________________


                                                                  YEAR ENDED DECEMBER 31,
<S>                                                        <C>            <C>            <C>
                                                                   1995           1994           1993
                                                           -------------  -------------  ------------
REVENUES
Insurance premiums and annuity
   considerations                                          $203,233,606   $210,373,366   $223,273,108
Net investment income                                        88,960,512     79,812,665     71,063,605
Amortization of interest maintenance reserve                   (185,844)       945,197      1,584,804
Other income                                                      1,255              0        108,980
                                                           -------------  ------------   ------------
Total revenues                                              292,009,529    291,131,228    296,030,497
                                                            ------------  -------------  ------------

BENEFITS AND EXPENSES
Policyholder benefits and changes in reserve                256,854,252    256,731,020    258,850,698
Commissions                                                  14,237,877     22,125,145     16,352,492
Other operating expenses                                     10,358,955     10,020,230     10,587,846
                                                           -------------  -------------  ------------
Total benefits and expenses                                 281,451,084    288,876,395    285,791,036
                                                           -------------  -------------  ------------

Gain from operations before dividends to
policyholders, federal income taxes and
net realized capital gains (losses)                          10,558,445      2,254,833     10,239,461

Dividends to policyholders                                    1,007,373        540,513        874,768
                                                           -------------  -------------  ------------

Gains from operations, before federal income taxes
and net realized capital gains (losses)                       9,551,072      1,714,320      9,364,693

Federal income tax expense (benefit) (excluding
tax on capital gains)                                         2,597,127       (961,168)     4,773,674
                                                              -----------     -------------  ------------

Gain from operations before net realized capital
gains (losses)                                                6,953,945      2,675,488      4,591,019


Net realized capital gains (losses), less capital gains
tax of $1,931,162, ($2,174,832) and $8,281,326
and excluding $303,286, $2,316,416 and
3,514,550 transferred to the IMR in 1995, 1994
and 1993, respectively.                                       3,445,440     (6,538,149)    12,560,966
                                                           -------------  -------------  ------------

Net income (loss)                                          $ 10,399,385    ($3,862,661)  $ 17,151,985
                                                           -------------  -------------  ------------
</TABLE>


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


<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
___________________________________________________________________________________________
<S>                                    <C>         <C>           <C>           <C>
                                                   PAID-IN AND
                                       CAPITAL     CONTRIBUTED   UNASSIGNED
                                       STOCK       SURPLUS       SURPLUS       TOTAL
                                       ----------  ------------  ------------  -------------

Balance as of
December 31, 1992                       2,000,000    33,350,173   (3,656,176)    31,693,997 

Net income                                                        17,151,985     17,151,985 

Increase in unrealized capital losses                                (62,299)       (62,299)

Increase in non-admitted assets                                     (316,924)      (316,924)

Increase in asset valuation reserve                             (2,772,404)    (2,772,404)
                                        ---------    ---------- ------------  -------------

Balance as of
December 31, 1993                       2,000,000    33,350,173   10,344,182     45,694,355 

Net loss                                                          (3,862,661)    (3,862,661)

Increase in unrealized capital gains                               1,726,451      1,726,451 

Increase in non-admitted assets                                     (695,915)      (695,915)

Increase in asset valuation reserve                              (19,129,023)   (19,129,023)

Capital contributions                                13,588,397                  13,588,397 
                                        ---------    ------------ -----------    -------------

Balance as of
 December 31, 1994                      2,000,000    46,938,570  (11,616,966)    37,321,604 

Net income                                                        10,399,385     10,399,385 

Increase in unrealized capital gains                                   9,403          9,403 

Decrease in non-admitted assets                                    1,575,841      1,575,841 

Increase in asset valuation reserve                               (1,151,285)    (1,151,285)

Capital contributions                                 1,455,550                   1,455,550 
                                        ----------    ------------ ----------   -------------

Balance as of
  December 31, 1995                    $2,000,000  $ 48,394,120    ($783,622)  $ 49,610,498 
                                       ----------  ------------  ------------  -------------
</TABLE>

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


<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENTS OF CASH FLOWS
_______________________________________________________________________________________
 
                                                      YEAR ENDED DECEMBER 31,

<S>                                           <C>            <C>           <C>
                                                      1995           1994          1993 
                                              -------------  ------------  -------------
CASH PROVIDED BY:
Premiums and annuity considerations
collected                                     $203,233,606   $210,357,865  $223,279,108 
Investment income received (excluding
realized gains/losses and net of investment
expenses)                                       86,134,922     78,892,896    72,466,842 
Other income received                                1,255        226,807     1,222,737 
                                              -------------  ------------  -------------
Total cash provided by operations              289,369,783    289,477,568   296,968,687 
                                               -----------    ------------  -------------

CASH USED FOR:
Life and accident and health claims paid         1,213,526        210,886       700,123 
Surrender benefits and other fund
withdrawals paid                                81,936,665     66,245,808    54,241,658 
Other benefits to policyholders paid            51,869,119     42,541,134    31,564,604 
                                              -------------  ------------  -------------
                                               135,019,310    108,997,828    86,506,385 
                                              -------------  ------------  -------------
Commissions and other expenses paid             24,818,407     28,228,679    26,962,242 
                                              -------------  ------------  -------------
Dividends to policyholders paid                  1,048,627        858,087       623,864 
Federal income taxes (recoverable) paid
(excluding tax on capital gains)                (2,654,355)     7,673,225      (420,256)
Net increase in policy loans                     1,456,664        961,502     1,188,638 
Other operating expenses paid                       95,312      6,220,353     7,920,914 
                                              -------------  ------------  -------------

                                                   (53,752)    15,713,167     9,313,160 
                                              -------------  ------------  -------------
Total cash used for operations                 159,783,965    152,939,674   122,781,787 
                                              -------------  ------------  -------------

Net cash provided by operations                129,585,818    136,537,894   174,186,900 
                                              -------------  ------------  -------------

PROCEEDS FROM INVESTMENTS SOLD, MATURED OR
REPAID:
Bonds                                          193,271,490    346,800,750   574,302,937 
Stocks                                          11,228,210    120,257,956   139,321,860 
Net gain on short-term investments                       -         17,915        29,041 
Other proceeds                                      96,780              -       296,120 
                                              -------------  ------------  -------------

                                               204,596,480    467,076,621   713,949,958 
Tax on capital gains                            (1,931,162)     2,174,832    (8,281,326)
                                              -------------  ------------  -------------
Total investment proceeds                      202,665,318    469,251,453   705,668,632 
</TABLE>

(continued on next page)

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

<TABLE>
<CAPTION>
LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

STATUTORY STATEMENT OF CASH FLOWS (CONTINUED)
________________________________________________________________________________________


                                                 YEAR ENDED DECEMBER 31,

<S>                                            <C>           <C>             <C>
                                                       1995           1994           1993
                                               ------------  --------------  ------------

OTHER CASH PROVIDED:
Capital and surplus paid in                       1,455,550     13,588,397              -
Other sources                                    20,941,157     10,238,471        120,868
                                               ------------  --------------  ------------

Total other cash provided                        22,396,707     23,826,868        120,868
                                               ------------  --------------  ------------

Total cash provided                             354,647,843    629,616,215    879,976,400
                                               ------------  --------------  ------------

COST OF INVESTMENTS ACQUIRED:
Bonds                                           268,824,294    602,767,827    659,746,236
Stocks                                            6,872,362    125,375,796    126,378,133
Miscellaneous other                                 575,445      1,562,819         98,962
                                               ------------  --------------  ------------

Total investments acquired                      276,272,101    729,706,422    786,223,331
Other cash applied                               17,753,828        190,351      7,945,316
                                               ------------  --------------  ------------

Total cash applied                              294,025,929    729,896,793    794,168,647
                                               ------------  --------------  ------------

Net change in cash and short-term investments    60,621,914   (100,280,578)    85,807,753

CASH AND SHORT-TERM INVESTMENTS:
Beginning of year                                11,790,032    112,070,610     26,262,857
                                               ------------  --------------  ------------

End of year                                    $ 72,411,946  $  11,790,032   $112,070,610
                                               ------------  --------------  ------------


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for:
 Income taxes                                  $  2,524,651  $   5,516,862   $  7,837,097
</TABLE>


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



LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
________________________________________________________________________

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION

     London Pacific Life & Annuity Company (the Company) is domiciled in North
Carolina  and  is a wholly-owned  subsidiary of The London Pacific Assurance
Group  Limited  (the  Parent),  a  holding company domiciled in the state of
California,  which is ultimately a wholly-owned subsidiary of London Pacific
Group  Limited  (formerly  Govett  &  Company Limited).  The Company has two
wholly-owned subsidiaries, LPIMC Insurance Marketing Services (the Marketing
Company)  and  London  Pacific  Financial  &  Insurance Services (the Broker
Dealer), an inactive broker-dealer.  The Company is engaged primarily in the
development and marketing of annuity products and universal life insurance. 
Although  the  Company  is licensed and sells its universal life and annuity
products in 40 states, its primary markets are California, Florida, Michigan,
Ohio, Texas and Washington.

     The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the  financial  statements  and  accompanying  notes.    Such  estimates and
assumptions  could  change  in the future as more information becomes known,
which could impact amounts reported and disclosed herein.

     BASIS OF PRESENTATION

     The accompanying financial statements have been prepared in conformity
with  accounting  practices  prescribed  or  permitted by the North Carolina
Department  of  Insurance which is a comprehensive basis of accounting other
than  generally  accepted  accounting  principles.   Significant differences
between  statutory  accounting  principles and generally accepted accounting
principles (GAAP) are described in Note 2.

     INVESTMENTS

     Investments  are recorded in accordance with the requirements of the
National Association of Insurance Commissioners (NAIC).  Bonds not backed by
loans  are  reported  at  cost or amortized cost; the discount or premium on
bonds  is  amortized  using  the  interest  method.   For loan-backed bonds,
anticipated  prepayments are considered when determining the amortization of
discount or premium.  Prepayment assumptions are obtained from dealer surveys
and  are  based  on the current interest rate and economic development.  The
retrospective  adjustment method is used to value all such securities except
for interest-only securities, which are valued using the prospective method. 
Preferred  stocks  are  carried  at  NAIC  Securities Valuation Office (SVO)
values.  Common stocks are reported at market value as determined by the SVO
and  the  related  unrealized  capital gain/(loss) is reported in unassigned
surplus  without  any  adjustment  for  federal income taxes.  The Company's
subsidiaries  are  reported  at  equity in the underlying statutory basis of
their  net  assets.    As  of  December  31, 1995, the carrying value of the
Company's  investment  in subsidiaries was $499,138.  Short-term investments
are carried at cost which approximates market value.

     INTEREST RATE SWAP CONTRACTS

     The Company enters into interest rate swap programs for the purpose of
minimizing  exposure to fluctuations in interest rates.  The notional amount
of  the  single  matched  swap  in  place  at December 31, 1995 and 1994 was
$9,000,000.    The  unexpired term at December 31,1995 was one year and five
months.    During  the  term  of the swap, the net swap settlement amount is
accrued over time as an adjustment to other expense or other income.

     Gains or losses on termination are deferred and amortized as an interest
adjustment  over the remaining life of the underlying financial instrument. 
There  are  no  outstanding matched swaps at a loss position at December 31,
1995  and  1994.    The Company does not act as an intermediary or broker in
interest rate swaps.



 LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

    NOTES  TO  STATUTORY  FINANCIAL STATEMENTS                                
________________________________________________________________________

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     ELECTRONIC DATA PROCESSING EQUIPMENT
 
     Electronic  data  processing  equipment is recorded at cost, net of 
accumulated  depreciation  of $1,511,059 and $1,209,852 at December 31, 1995
and  1994.  Depreciation is provided using the straight-line method over the
estimated  useful  life  of  five  years.   Depreciation expense amounted to
$346,495, $361,961 and $314,475  for the years ended December 31, 1995, 1994
and 1993.

     REMITTANCES AND ITEMS NOT ALLOCATED

     Remittances and items not allocated consist primarily of cash received
with policy applications for policies that have not been issued.

     POLICY AND CONTRACT CLAIMS

     Policy and contract claims of $244,046 and $250,747 related to death
benefits payable on life and annuity contracts have been accrued at December
31, 1995 and 1994.  The remaining policy and contract claims of $173,524 and
$264,686    at  December  31, 1995 and 1994 relate to estimated incurred but
unreported claims on life contracts.

     RECLASSIFICATIONS

     Certain reclassifications have been made to the prior years' financial
statements to conform to the current year presentation.

2.   DIFFERENCES  BETWEEN  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND

     STATUTORY ACCOUNTING PRINCIPLES

     Statutory accounting principles vary in some respects from generally
accepted  accounting  principles.  The more significant of these differences
are as follows:

     INVESTMENTS

     Market values of certain investments in bonds and stocks are based on
values  specified  by  the  NAIC,  rather than on values provided by outside
broker confirmations or internally calculated estimates.  For GAAP, 
investments in bonds would be designated at purchase as held-to-maturity,
trading, or available-for-sale.  Held-to-maturity investments would be
reported at amortized cost, and the remaining investments would be reported
at fair value with unrealized holding gains and losses reported in 
operations for those designated as trading and as a separate component of 
shareholders' equity for those designated as a available-for-sale.  Realized
gains and losses  are  reported  in  income  net of income tax rather than
on a pretax basis.    The  Asset  Valuation  Reserve is determined by an 
NAIC prescribed formula  and is reported as a liability rather than as a 
valuation allowance or  an  appropriation  of  surplus.    Beginning  in  
1992,  under a formula prescribed by the NAIC, the Company defers the 
portion of realized gains and losses on sales of investments in debt 
securities, attributable to changes in the  general  level of interest
rates and amortizes those deferrals over the remaining period to maturity
based on the individual security sold. 


     SUBSIDIARIES

     The  accounts  and  operations of the Company's subsidiaries are not
consolidated with the accounts and operations of the Company.

     POLICY ACQUISITION COSTS

     The costs of acquiring and renewing business are expensed when incurred
rather than capitalized and amortized over the terms of the related policies.



LONDON PACIFIC LIFE & ANNUITY COMPANY
  (A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

2. DIFFERENCE  BETWEEN  GENERALLY  ACCEPTED ACCOUNTING PRINCIPLES AND
   STATUTORY ACCOUNTING PRINCIPLES
     (CONTINUED)

   NON-ADMITTED ASSETS

   Certain assets designated as "non-admitted," principally furniture and
equipment,  are  excluded  from  the  accompanying  Statutory  Statements of
Admitted Assets, Liabilities, Capital and Surplus and are charged directly to
unassigned surplus.

   PREMIUMS

   Single premium whole life, annuity and flexible premium variable life
insurance  considerations  are  recognized  as  earned  upon issuance of the
contract,  whereas under GAAP, premium income consists of mortality charges,
surrender  charges  earned,  policy  fees  earned  and amounts deducted from
policyholder accounts.

   BENEFIT RESERVES

   Certain policy reserves are calculated based on statutorily required
interest and mortality assumptions rather than estimated expected experience
or actual account balances.

   INCOME TAXES

   Deferred income taxes are generally not provided for differences
between  the  financial  statement  amounts  and the tax bases of assets and
liabilities.

3. ANALYSIS OF ASSETS

   An  analysis of the Company's ledger assets as compared with its net
admitted assets is as follows:

<TABLE>
<CAPTION>
                                                            DECEMBER 31, 1995

<S>                                   <C>             <C>           <C>          <C>
                                      LEDGER          NONLEDGER     ASSETS NOT   NET
                                      ASSETS          ASSETS        ADMITTED     ADMITTED ASSETS
                                      --------------  ------------  -----------  ----------------

Bonds                                 $1,057,607,158                $   126,000  $  1,057,481,158
Preferred stock                            9,972,720     ($60,000)                      9,912,720
Common stock                               1,641,663     (114,209)       97,441         1,430,013
Policy loans                               4,455,976                                    4,455,976
Cash                                       2,664,850                                    2,664,850
Short-term investments                    69,747,096                                   69,747,096
Investment income due and    accrued                   17,492,346                      17,492,346
Electronic data processing
   equipment, net                            609,886                                      609,886
Receivable from affiliates                 4,608,663                                    4,608,663
Furniture and equipment                      245,531                    245,531
Deposits, prepaid expenses and
    other assets                          14,390,754       83,881       206,035        14,268,600
                                      --------------  ------------  -----------  ----------------
                                      $1,165,944,297  $17,402,018   $   675,007  $  1,182,671,308
                                      --------------  ------------  -----------  ----------------
</TABLE>





LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

3.     ANALYSIS OF ASSETS (CONTINUED)

<TABLE>
<CAPTION>
                                                     DECEMBER 31, 1994

<S>                                <C>             <C>           <C>          <C>
                                   LEDGER          NONLEDGER     ASSETS NOT   NET
                                   ASSETS          ASSETS        ADMITTED     ADMITTED ASSETS
                                   --------------  ------------  -----------  ----------------

Bonds                              $  981,232,212                             $    981,232,212
Preferred stock                         9,562,255     ($84,208)                      9,478,047
Common stock                              720,540     (145,345)                        575,195
Policy loans                            2,999,312                                    2,999,312
Cash                                   11,790,032                                   11,790,032
Investment income due and accrued                   14,678,500                      14,678,500
Electronic data processing
   equipment, net                         895,106                                      895,106
Federal income tax recoverable                       3,243,665                       3,243,665
Furniture and equipment                   267,216                   $267,216
Deposits, prepaid expenses and
    other assets                        1,966,805       42,400     1,937,692            71,513
                                   --------------  ------------  -----------  ----------------
                                   $1,009,433,478  $17,735,012   $ 2,204,908  $  1,024,963,582
                                   --------------  ------------  -----------  ----------------
</TABLE>


4.   RELATED PARTIES

     The Company had material transactions with its parent and affiliated
companies as follows:

     CAPITAL CONTRIBUTIONS

     The Company received capital contributions from its parent during the
years ended December 31, 1995, 1994 and 1993 totaling $1,455,550, $13,588,397
and  $0,  respectively,  principally  in the form of investments and accrued
interest.   During 1995, the Company made a $575,446 capital contribution to
the Marketing Company in the form of common stock.

     EXPENSES
 
     The Company receives investment advisory services under the terms of an
investment management agreement with Berkeley Institutional Investment, Inc.
(BIII),  an  affiliate of London Pacific Group Limited.  Fees charged to the
Company under the agreement amounted to $5,272,984, $4,401,840 and $3,247,481
during the years ended December 31, 1995, 1994, and 1993, respectively.

     Commissions on insurance business produced for the Company by its agents
are paid by the Marketing Company, the master general agent for the Company.
Effective January 1, 1995, the Company directly paid all agents' commissions
via  the  Marketing  Company.  For the years ended December 31, 1995, 1994,
and  1993,  the  Company  paid  commissions  of  $14,237,877, $22,125,145 
and $16,352,492, respectively, to the Marketing Company (and the Marketing
Company  paid commissions to agents of approximately $14,237,877, $14,719,474
and $15,988,508, respectively).  The 1994 commission payments to the 
Marketing  Company  include  an amount paid to extinguish the Company's
contingent  commission  liability  related to a marketing agreement that was
terminated on December 31, 1994.

    The Company has payables to affiliates of $3,325 and $9,843 at December
31, 1995 and 1994, respectively, relating to these transactions.





LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

4.  RELATED PARTIES (CONTINUED)

    On January 23, 1995, the Company acquired a $5,000,000 corporate bond
from  BG  Services Limited, an affiliate, issued by Two Count Company and on
December 31, 1995, sold a $2,992,058 corporate bond, plus accrued interest of
$243,000,  issued by Orleander Group to BG Services Limited.  The amount due
from  BG  Services  Limited  on  the Orleander Group sale is included in the
receivable from affiliates balance.

5.  FEDERAL INCOME TAXES

    The provision for federal income taxes has been computed in accordance
with provisions of the Internal Revenue Code, as amended.  The Company files
a  separate  federal income tax return and is not included in a consolidated
return with affiliated entities.

    The  Company's  total tax expense differs from an amount computed by
applying the federal income tax of 35 percent to statutory income.  The four
primary items required to reconcile taxable income and statutory income are: 
(1) capitalization of policy acquisition costs, (2) differences in computing
reserves for statutory and tax purposes, (3) differences in statutory and tax
bases  of  assets  sold,  and (4) differences in timing for the deduction of
accrued expenses.

6.  AGGREGATE RESERVES FOR LIFE POLICIES AND CONTRACTS

    Aggregate reserves for life policies and contracts have generally been
computed  using  the  Commissioners'  Reserve Valuation Method (CRVM) or the
Commissioners'  Annuity  Reserve  Valuation  Method  (CARVM)  prescribed
by  the  North  Carolina  Department of Insurance.  The aggregate reserves
for life policies and contracts were computed on a policy-by-policy basis.

    Statutory  reserves for policy benefits due under universal life and
accumulation annuity insurance contracts are computed using the CRVM and the
CARVM,  respectively.   The CRVM and CARVM reserves established for specific
contracts are the greater of a formula reserve or the cash surrender value of
the contract.

    The formula reserves for the universal life policies are computed using
the  1980  Commissioners  Standard Ordinary (CSO) mortality table and a 4.0%
discount  rate.    These  assumptions  are  in  compliance  with the minimum
statutory requirements.

    The accumulation annuity insurance contracts include a single premium
deferred  annuity  product and a flexible premium deferred annuity product. 
The formula reserves for the single premium deferred annuity are higher than
the  cash  surrender  value  due  to  the  one  year interest rate guarantee
provision of these contracts.  The Company computed reserves with an interest
rate  of  6.00%  for  1995 issues,  6.50%-5.50%  for 1994 issues and 5.75%
for 1993 issues.    These  rates  are  the  maximum statutory interest rates
for such contracts.  For flexible premium deferred annuities, the cash 
surrender value is  never  greater  than the formula reserves, but may be 
equal to the CARVM reserve  due  to  the calendar quarter interest guarantee
provision of these contracts.   The Company uses the same interest rates to 
compute reserves as are used for single premium deferred annuities.

   Reserves  for  policy benefits due under immediate annuity insurance
contracts  are  based  on  a  present  value  actuarial  computation using a
statutory  discount  rate and a statutory mortality basis.  The reserves are
based on the 83a table and with a discount rate of 7.25% for 1995, 6.50% for
1994 and 7.00% for 1993.





LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

6.  AGGREGATE RESERVES FOR LIFE POLICIES AND CONTRACTS (CONTINUED)

    The withdrawal characteristics of annuity actuarial reserves and deposit
liabilities at December 31, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
<S>                                           <C>             <C>     <C>           <C>

                                                               1995           1994
                                                              ------  ------------        
Subject to discretionary withdrawal at book
   value less surrender charge of 5% or more  $  530,130,854  51.79%  $700,347,943  77.23%

Subject to discretionary withdrawal at book
   value less surrender charge greater than
   0% but less than 5%                           327,712,985  32.01%    52,995,888   5.84%

Subject to discretionary withdrawal at book
   value with no surrender charge                  6,736,768   0.66%     1,381,014   0.16%

Not subject to discretionary withdrawal          159,069,009  15.54%   152,055,826  16.77%
                                              --------------  ------  ------------  ------

                                              $1,023,649,616    100%  $906,780,671    100%
                                              ============== =======  ============  ======
</TABLE>


7.   INVESTMENTS

     The  Company  records  its investments in debt securities at cost or
amortized  cost.    The securities are designated investment grade (NAIC SVO
categories  "1"  and "2") or non-investment grade (categories "3", "4", "5",
and  "6").    The  NAIC  's  highest  ratings classification includes issues
normally rated investment grade by independent rating agencies.

     The NAIC SVO classified the Company's debt securities as follows:

<TABLE>
<CAPTION>
                                                DECEMBER 31, 1995           DECEMBER 31, 1994

<S>                                             <C>             <C>        <C>           <C>
                                                STATEMENT       PERCENT    STATEMENT     PERCENT
NAIC CATEGORY                                   VALUE           OF TOTAL   VALUE         OF TOTAL
- ----------------------------------------------  --------------  ---------  ------------  ---------

1 - Highest quality                             $  465,956,793        44%  $386,803,462        40%
2 - High quality                                   382,099,503        36    404,365,864        41 
3 - Medium quality                                  90,540,167         9     89,890,621         9 
4 - Low quality                                     85,136,505         8     79,444,805         8 
5 - Lower quality                                   33,748,190         3     20,727,460         2 
6 - Debt securities in or         near default               -         -              -         - 
                                                --------------  ---------  ------------  ---------

                                                $1,057,481,158       100%  $981,232,212       100%
                                                --------------  ---------  ------------  ---------
</TABLE>



LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

7.  INVESTMENTS (CONTINUED)

    The  cost  or  amortized  cost  and the fair, or comparable value of
investments in debt securities are as follows:

                                         COST OR GROSS UNREALIZED
<TABLE>
<CAPTION>
<S>                            <C>              <C>          <C>         <C>
DECEMBER 31, 1995              AMORTIZED COST   GAINS        LOSSES      FAIR VALUE
- -----------------------------  ---------------  -----------  ----------  --------------

U.S. Government
  obligations                  $     7,293,486  $   163,613    ($3,498)  $    7,453,601

Obligations of states
   and political subdivisions        2,364,678       55,072          0        2,419,750

Corporate securities               678,240,972   17,874,218   (649,005)     695,466,185

Other debt securities               58,473,851      637,910    (24,207)      59,087,554

Mortgage-backed securities         311,108,171            0          0      311,108,171
                               ---------------  -----------  ----------  --------------

                               $ 1,057,481,158  $18,730,813  ($676,710)  $1,075,535,261
                               ---------------  -----------  ----------  --------------
</TABLE>

<TABLE>
<CAPTION>
                                                            COST OR GROSS UNREALIZED
<S>                                              <C>              <C>       <C>            <C>
DECEMBER 31, 1994                                AMORTIZED COST   GAINS     LOSSES         FAIR VALUE
- -----------------------------------------------  ---------------  --------  -------------  ------------

U.S. Government
  obligations                                    $     7,397,191  $ 24,923     ($594,014)  $  6,828,100

Obligations of states
   and political subdivisions                          2,366,854                (245,204)     2,121,650

Corporate securities                                 617,557,758   725,229   (26,938,415)   591,344,572

Other debt securities                                 33,214,353     6,908    (1,325,379)    31,895,882

Mortgage-backed securities                           320,696,056                            320,696,056
                                                 ---------------  -------   ------------   ------------

                                                 $   981,232,212  $757,060  ($29,103,012)  $952,886,260
                                                 ---------------  --------  -------------  ------------
</TABLE>

    Fair values are based on published quotations of the SVO of the NAIC. 
Fair  values  generally  represent quoted market value prices for securities
traded in the public marketplace, or analytically determined values using bid
or  closing  prices  for  securities  not traded in the public marketplace. 
However, for certain investments for which the NAIC does not provide a value,
the Company uses the amortized cost amount as a substitute for fair value in
accordance  with prescribed guidance.  As of December 31, 1995 and 1994, the
fair  value  of  investments  in  debt  securities includes $646,886,351 and
$645,396,359, respectively, of debt securities that were valued at amortized
cost.

    The  cost or amortized cost and the fair value of debt securities at
December  31,  1995,  by  contractual  maturity,  are shown below.  Expected
maturities will differ from contractual maturities because borrowers may have
the  right  to  call or repay obligations with or without call or prepayment
penalties.



 LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

7.  INVESTMENTS (CONTINUED)

    A summary of the cost or amortized cost and fair value of the Company's
investment in debt securities at December 31, 1995, by contractual maturity,
is as follows:

<TABLE>
<CAPTION>
<S>                                 <C>              <C>
                                    COST OR
                                    AMORTIZED COST   FAIR VALUE
                                    ---------------  --------------
      Maturity:
        In 1996                     $     8,105,072  $    8,108,447
        In 1997-2000                    118,777,166     121,516,342
        In 2001-2005                    485,142,725     496,395,991
        After 2005                      134,348,024     138,406,310
        Mortgage-backed securities      311,108,171     311,108,171
                                    ---------------  --------------

      Total                         $ 1,057,481,158  $1,075,535,261
                                    ---------------  --------------
</TABLE>

   Proceeds from sales of investments in fixed maturities and related gross
gains and losses on those sales are as follows:

<TABLE>
<CAPTION>
<S>                    <C>                 <C>                 <C>
                       Year Ended          Year Ended          Year Ended
                       December 31, 1995   December 31, 1994   December 31, 1993
                       ------------------  ------------------  ------------------

Proceeds from sales    $      193,271,491  $      236,920,286  $      719,448,233
Gross realized gains   $        2,078,023  $        4,413,014  $       18,201,325
Gross realized losses  $        1,618,499  $        1,704,392  $        8,824,962
</TABLE>


   At December 31, 1995, debt securities with an admitted asset value of
$9,673,866 were on deposit with state insurance departments to satisfy
regulatory requirements.

8. INVESTMENT INCOME

An analysis of the Company's net investment income is as follows:

<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,

<S>                                               <C>           <C>           <C>
                                                         1995          1994          1993 
                                                  ------------  ------------  ------------

Interest on debt securities                       $91,585,614   $76,595,702   $65,535,483 
Interest on short-term investments                    554,252       397,098       393,877 
Interest on cash on hand and on deposit               274,696       344,915       278,993 
Equity in undistributed earnings of subsidiaries     (285,874)    5,484,000 
Other investment income                             2,493,535     2,460,670     8,790,229 
                                                  ------------  ------------  ------------

Gross investment income                            94,622,223    85,282,385    74,998,582 
Less investment expenses                           (5,661,711)   (5,469,720)   (3,934,977)
                                                  ------------  ------------  ------------

      Net investment income                       $88,960,512   $79,812,665   $71,063,605 
                                                  ------------  ------------  ------------
</TABLE>


9.  REINSURANCE

    The maximum amount of direct universal life insurance retained on any
life  is  $250,000.    Amounts  in  excess of $250,000 are ceded on a Yearly
Renewable Term basis of reinsurance.  Life insurance ceded to other companies
for  the  years  ended  December  31,  1995 and 1994 totaled $53,210,000 and
$56,440,000


 LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

9.  REINSURANCE (CONTINUED)

    or  12.4%  and  12.7%  of  life insurance in force, respectively.  A
contingent  liability  exists  with  respect  to insurance ceded which would
become  a  liability  should the reinsurer be unable to meet the obligations
assumed under reinsurance agreements.

10. SURPLUS

    Under the Insurance Code of the State of North Carolina, in a given
year  the  Company may make dividend distributions without prior approval of
the  Insurance Commissioner up to the lesser of its net gain from operations
for  the preceding year or 10% of surplus as of December 31 of the preceding
year.  The maximum dividend that could be paid during 1996 without Insurance
Commissioner's approval is $4,761,050.

    The NAIC has adopted Risk-Based Capital (RBC) requirements which
became effective December 31, 1993, that attempt to evaluate the adequacy of
a life insurance company's adjusted statutory capital and surplus in relation
to  investment, insurance and other business risks.  The RBC formula is used
by  the  states  as  an  early  warning  tool  to  identify  possible weakly
capitalized companies for the purpose of initiating regulatory action and is
not  designed  to be a basis for ranking the financial strength of insurance
companies.  In  states  which have adopted the NAIC regulations, the new RBC
requirements  provide  for  four  different  levels  of regulatory attention
depending  on the ratio of the company's adjusted capital and surplus to its
RBC.    As  of  December  31,  1995, the adjusted capital and surplus of the
Company  is  substantially  in excess of the minimum level of RBC that would
require regulatory response.

11.   COMMITMENT AND CONTINGENT LIABILITIES

      Rental expense for all leases was $722,359, $847,389 and $831,805
for  1995,  1994  and 1993, respectively.  Future minimum rental commitments
under noncancelable operating leases for office space and equipment aggregate
$1,675,095  through  2000.    The  amounts due by year are $556,746 in 1996,
$481,205 in 1997, $281,141 in 1998, $267,002 in 1999 and $89,001 in 2000.

      The Company has contingent liabilities resulting from anticipated state
guaranty  association  assessments for life insurers deemed insolvent during
the  year.    Although  the  total  amount  of this exposure is not known, a
substantial  portion of the amount assessed will be recovered against future
premium  taxes under current laws and regulations.  As of December 31, 1995,
the Company estimates its net contingent liability for future state guaranty
association  assessments  is  within  range  of $500,000 to $2,000,000.  The
Company  has  not  committed any surplus funds to reserve for the contingent
liability.    The  Company  recognizes  its  obligation  for  guaranty  fund
assessments  when it receives notice that an amount is payable to a guaranty
fund.    Expenses  incurred  for  guaranty fund assessments were $1,075,244,
$431,456 and $306,826 in 1995, 1994 and 1993, respectively.

     The Company has been named as a cross-defendant in a complaint filed by
The American Endeavour Fund Limited against the Company's ultimate parent and
the Company's Chairman.  Management estimates the claims against the Company
cannot exceed $2 million and there are pending motions to dismiss or, in the
alternative,  to  stay the complaint.  The Company believes that the alleged
claims  are  without  merit.    While  these claims are being contested, the
outcome  is  not  predictable with assurance.  The Company believes that any
liability  resulting  from  these  claims should not have a material adverse
affect on the Company's statutory surplus.

12.  ASSET VALUATION AND INTEREST MAINTENANCE RESERVES

     The purpose of the AVR is to decrease the volatility of the incidence of
asset  losses  and to recognize the long term return expectations for equity
investments.  The increase or decrease to this reserve is charged or credited
directly to surplus.

 LONDON PACIFIC LIFE & ANNUITY COMPANY
 (A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
___________________________________________________________________________

12.  ASSET VALUATION AND INTEREST MAINTENANCE RESERVES (CONTINUED)

     The purpose of the IMR is to minimize the effect of gains and losses
arising from gradual interest rate movements.  All realized gains and losses
(net  of  tax)  classified as interest related are accumulated and amortized
into net income over the remaining period to maturity of the security sold. 
The  effect  of recording the IMR at December 31, 1995, 1994 and 1993 was to
defer  total  net capital gains of $10,190,326, $10,832,237 and $10,100,625,
respectively,  and  to  recognize  ($185,844),  $945,197  and  $1,584,804,
respectively, of IMR amortization into income.

13.  FAIR VALUES OF FINANCIAL INSTRUMENTS

     The  following  disclosure of the estimated fair values of financial
instruments  is  made  in  accordance  with the requirements of Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosure about Fair Value
of  Financial  Instruments."    The  estimated  fair value amounts have been
determined  using  available  market  information  and appropriate valuation
methodologies.    However,  considerable  judgment  is required to interpret
market data to develop these estimates.  Accordingly, these estimates are not
necessarily  indicative  of the amounts which could be realized in a current
market  exchange.    The  use  of different market assumptions or estimation
methodologies may have a material effect on the estimated fair value amounts.
For financial instruments not separately disclosed below, the carrying value
is a reasonable estimate of fair value.



<TABLE>
<CAPTION>
                                     DECEMBER 31, 1995              DECEMBER 31, 1994

<S>                             <C>             <C>             <C>           <C>
                                CARRYING        ESTIMATED       CARRYING      ESTIMATED
                                VALUE           FAIR VALUE      VALUE         FAIR VALUE
                                --------------  --------------  ------------  ------------
Assets:
   Debt securities              $1,057,481,158  $1,090,099,356  $981,232,212  $914,143,123

Liabilities:
   Insurance and annuity
      reserves-investment-type
       contracts                $1,066,977,854  $1,094,695,606  $945,045,048  $948,989,798
</TABLE>

   POLICY RESERVES

   In  accordance  with  SFAS  No. 107, estimated fair values have been
calculated  on  policy  reserves  only  for  those products determined to be
investment-type.  The estimated fair value of deferred annuity and universal
life  contracts  equals account value after deduction of surrender charges. 
The  estimated  fair  value  of  immediate annuity contracts is based on the
present value of expected benefits using a discount rate equal to the 5-year
Treasury rate.

14. CONCENTRATIONS OF CREDIT RISK

    At December 31, 1995, the Company held unrated or less-than-investment
grade  corporate bonds of $209,424,862.  Those holdings amounted to 19.8% of
the Company's investments in bonds and less than 17.7% of the Company's total
admitted assets.  The holdings of less-than-investment grade bonds are widely
diversified  and management believes are of  satisfactory quality based on 
the Company's investment policies and credit standards.

                          SUPPLEMENTARY INFORMATION


                      Report of Independent Accountants
              on Supplemental Schedule of Assets and Liabilities


 February 8, 1996

To the Board of Directors and Shareholder of
London Pacific Life & Annuity Company
(A wholly-owned subsidiary of London Pacific Group Limited)


In  our  opinion,  the  accompanying  Supplemental  Schedule  of  Assets  and
Liabilities is fairly stated in all material respects in relation to the basic
financial  statements,  taken  as  a  whole,  of London Pacific Life & Annuity
Company  for  the year ended December 31, 1995, which is covered by our report
dated  February  8, 1996 presented in the first section of this document.  Our
audit  was  conducted  for  the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as a whole.  The Supplemental Schedule of Assets
and  Liabilities  of  London  Pacific Life & Annuity Company as of and for the
year  ended December 31, 1995 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.

/s/ PRICE WATERHOUSE LLP
- ------------------------


                    London Pacific Life & Annuity Company
            Annual Statement for the Year Ended December 31, 1995
         Schedule 1 - Supplemental Schedule of Assets and Liabilities


  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

<TABLE>
<CAPTION>
<S>                                                                     <C>
Government Bonds                                                          $419,725
                                                                        ------------
Other bonds (unaffiliated)                                               91,165,889
                                                                        ------------

Bonds of affiliates                                                          0
                                                                        ------------

Preferred stocks (unaffiliated)                                           534,679
                                                                        ------------
Preferred stocks of affiliates                                               0
                                                                        ------------
Common stocks (unaffiliated)                                              265,384
                                                                        ------------
Common stocks of affiliates                                              (285,874)
                                                                        ------------
Mortgage loans                                                               0
                                                                        ------------
Real estate                                                                  0
                                                                        ------------
Premium notes, policy loans and liens                                     212,822
                                                                        ------------
Collateral loans                                                             0
                                                                        ------------
Cash on hand and on deposit                                               274,696
                                                                        ------------
Short-term investments                                                    554,252
                                                                        ------------
Other Invested Assets                                                        0
                                                                        ------------
Derivative Instruments                                                    195,860
                                                                        ------------
Aggregate write-ins for investment income                                1,284,790
                                                                        ------------

Gross investment income                                                 $94,622,223
                                                                        ============

Real Estate Owned - Book Value less Encumbrances                             $0
                                                                        ============

Mortgage Loans - Book Value:
Farm mortgages                                                               $0
                                                                        ------------
Residential mortgages                                                        0
                                                                        ------------
Commercial mortgages                                                         0
                                                                        ------------

Total mortgage loans                                                         $0
                                                                        ============

Mortgage Loans By Standing - Book Value:
Good standing                                                                $0
                                                                        ============
Good standing with restructured terms                                        $0
                                                                        ============
Interest overdue more than three months, not in foreclosure                  $0
                                                                        ============
Foreclosure in process                                                       $0
                                                                        ============

Other Long Term Assets - Statement Value                                     $0
                                                                        ============
Collateral Loans                                                             $0
                                                                        ============
Bonds and Stocks of Parents, Subsidiaries and Affiliates - Book Value

Bonds                                                                        $0
                                                                        ============

Preferred Stocks                                                             $0
                                                                        ============

Common Stocks                                                             $499,138
                                                                        ============
</TABLE>



Schedule 1 - Supplemental Schedule of Assets and Liabilities (continued)

<TABLE>
<CAPTION>
<S>                                                                         <C>

Bonds and Short-term Investments by Class and Maturity:

Bonds by Maturity - Statement Value
     Due within one year less                                               $   34,432,263
                                                                            --------------
     Over 1 year through 5 years                                               233,064,260
                                                                            --------------
     Over 5 years through 10 years                                             590,576,447
                                                                            --------------
     Over 10 years through 20 years                                            108,279,381
                                                                            --------------
     Over 20 years                                                              91,128,807
                                                                            --------------

     Total by Maturity                                                      $1,057,481,158
                                                                            ==============

Bonds by Class - Statement Value
     Class 1                                                                $  465,956,793
                                                                            --------------
     Class 2                                                                   382,099,503
                                                                            --------------
     Class 3                                                                    90,540,167
                                                                            --------------
     Class 4                                                                    85,136,505
                                                                            --------------
     Class 5                                                                    33,748,190
                                                                            --------------
     Class 6                                                                             0
                                                                            --------------

     Total by Class                                                         $1,057,481,158
                                                                            ==============

     Total Bonds Publicly Traded                                            $  834,844,807
                                                                            ==============

     Total Bonds Privately Placed                                           $  222,636,351
                                                                            ==============
Preferred Stocks - Statement Value                                          $    9,912,722
                                                                            ==============
Common Stocks - Market Value                                                $    1,430,013
                                                                            ==============
Short Term Investments - Book Value                                         $   69,747,096
                                                                            ==============
Financial Options Owned - Statement Value                                   $            0
                                                                            ==============
Financial Options Written and In force - Statement Value                    $            0
                                                                            ==============
Collar, Swap and Forward Agreements Open - Statement Value                  $            0
                                                                            ==============
Financial Futures Contracts Open - Current Price                            $            0
                                                                            ==============
Cash on Deposit                                                             $    2,664,850
                                                                            ==============

Life Insurance In Force:
Industrial                                                                  $            0
                                                                            ==============
Ordinary                                                                    $  429,950,000
                                                                            ==============
Credit Life                                                                 $            0
                                                                            ==============
Group Life                                                                  $            0
                                                                            ==============

Amount of Accidental Death Insurance In Force Under Ordinary Policies       $            0
                                                                            ==============

Life Insurance Policies with Disability Provisions In Force:

Industrial                                                                  $            0
                                                                            ==============

Ordinary                                                                    $   58,092,000
                                                                            ==============

Credit Life                                                                 $            0
                                                                            ==============
 Group Life                                                                 $            0
                                                                            ==============
</TABLE>


Schedule 1 - Supplemental Schedule of Asses and Liabilities (continued)

<TABLE>
<CAPTION>
<S>                                                       <C>
Supplementary Contracts In Force:
Ordinary - Not Involving Life Contingencies
Amount on Deposit                                         $          0
                                                          ============
Income Payable                                            $ 15,050,486
                                                          ============

Ordinary - Involving Life Contingencies
Income Payable                                            $     80,917
                                                          ============

Group - Not Involving Life Contingencies
Amount of Deposit                                         $          0
                                                          ============
Income Payable                                            $          0
                                                          ============

Group - Involving Life Contingencies
Income Payable                                            $          0
                                                          ============

Annuities:
Ordinary
Immediate - Amount of Income Payable                      $ 29,749,469
                                                          ============
Deferred - Fully Paid Account Balance                     $304,257,178
                                                          ============
Deferred - Not Fully Paid - Account Balance               $615,778,334
                                                          ============

Group
Amount of Income Payable                                  $          0
                                                          ============
Fully Paid Account Balance                                $          0
                                                          ============
Not Fully Paid - Account Balance                          $          0
                                                          ============

Accident and Health Insurance - Premiums In Force:
Ordinary                                                  $          0
                                                          ============
Group                                                     $          0
                                                          ============
Credit                                                    $          0
                                                          ============

Deposit Funds and Dividend Accumulations:
Deposit Funds - Account Balance                           $          0
                                                          ============
Dividend Accumulations - Account Balance                  $          0
                                                          ============
Claim Payments 1995:
Group Accident and Health Year - Ended December 31, 1995  None

Other Accident and Health                                 None

Other Coverages that use developmental methods to         None
      calculate claims reserves
</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission