SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                                 Form 10-K

           [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                              [FEE REQUIRED]
                  For fiscal year ended December 31, 1995
                                    OR
          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                             [NO FEE REQUIRED]
               For the transition period from      to      
                       Commission File Number 0-5562

                        HOME BENEFICIAL CORPORATION
          (Exact name of registrant as specified in its charter)
                    VIRGINIA                          54-0884714
         (State or other jurisdiction of            (I.R.S. employer        
          incorporation or organization)           Identification No.)      
   
      3901 West Broad Street, Richmond, Virginia            23230
       (Address of principal executive office)            (Zip Code)

     Registrant's telephone number, including area code: 804-358-843l

        Securities registered pursuant to Section 12(b) of the Act:
              Title of each class               Name of each exchange
                    None                         on which registered

        Securities registered pursuant to Section 12(g) of the Act:
                           CLASS B COMMON STOCK
                             (Title of Class)
  Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X]    No  [ ]     
  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]    
  The Registrant's Class A Voting Common Stock is closely held and is not
publicly traded.  The aggregate market value of Class B Non-Voting Common
Stock held by nonaffiliates of the Registrant was $222,767,216 as of March 8,
1996.
  Number of shares outstanding of each of the Registrant's classes of common
stock as of March 8, 1996:
                        Class                            Shares
                Class A Common Stock
                  $.3125 Par Value                      8,317,827
                Class B Common Stock
                  $.3125 Par Value                      8,992,910         

                    Documents Incorporated by Reference
  Part I and Part II of this Form 10-K incorporate certain information by
reference from the Registrant's Annual Report to Stockholders for the year
ended December 31, 1995.

<PAGE>
                             TABLE OF CONTENTS

                                 PART I  
<TABLE>
<CAPTION>
                                                                     PAGE
<S>                                                                     <C>
ITEM 1.  Business ....................................................   3

ITEM 2.  Properties ..................................................   8

ITEM 3.  Legal Proceedings ...........................................   8

ITEM 4.  Submission of Matters to a Vote of Security Holders .........   8


                                  PART II

ITEM 5.  Market for the Registrants' Common Equity and
         Related Stockholder Matters .................................   9

ITEM 6.  Selected Consolidated Financial Data ........................   9

ITEM 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations .........................   9

ITEM 8.  Financial Statements and Supplementary Data .................   9

ITEM 9.  Changes in and Disagreements With Accountants on Accounting        
         and Financial Disclosures ...................................   9


                                 PART III

ITEM 10. Directors and Executive Officers of the Registrant ..........  10

ITEM 11. Executive Compensation ......................................  12

ITEM 12. Security Ownership of Certain Beneficial Owners
         and Management ..............................................  16

ITEM 13. Certain Relationships and Related Transactions ..............  20


                                  PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and Reports
         on Form 8-K .................................................  21

SIGNATURES ...........................................................  29
</TABLE>
<PAGE>





                                  PART I


ITEM 1.  Business

                        HOME BENEFICIAL CORPORATION

    Home Beneficial Corporation ("the Corporation") was incorporated in 
    Virginia on March 5, 1970, for the purpose of becoming a holding company
    for Home Beneficial Life Insurance Company ("the Life Company"), which
    originated in 1899.  On December 31, 1970, pursuant to a Plan of
    Reorganization proposed by the Board of Directors and approved by the
    stockholders of the Life Company, the Corporation acquired all of the
    issued and outstanding capital stock of the Life Company by merger of the
    Life Company into a wholly-owned subsidiary of the Corporation, the name
    of which was immediately changed to Home Beneficial Life Insurance
    Company.  At the present time, the Life Company, which is engaged in the
    life and accident and health insurance business, is the major subsidiary
    of the Corporation.

    There was no material change in the nature of business done by the
    Corporation during 1995.


                       BUSINESS OF THE LIFE COMPANY
    
    The Life Company sells group life insurance and substantially all of 
    the forms of ordinary insurance, including universal life, whole life,
    term, and annuities, together with accidental death and disability
    riders.  The Life Company's business is concentrated in six Mid-Atlantic
    states and the District of Columbia, and its products are marketed
    through its own sales force of approximately 1,150 full-time personnel
    assigned to some 47 district offices located in principal cities and
    towns.  In addition to the agency force, there were some 235 supervisory,
    administrative, clerical and other personnel employed in the home office.

    The following table sets forth the geographic distribution of direct 
    business premiums received during 1995:

                                         Premiums
            Jurisdiction                (In 000's)

            Delaware                    $ 2,596
            District of Columbia          2,802
            Maryland                     15,210
            North Carolina               10,058
            Tennessee                    22,084
            Virginia                     40,012
            West Virginia                 1,194

    The maximum amount of ordinary individual insurance presently retained by
    the Life Company without reinsurance is $200,000 plus an additional
    $75,000 coverage for accidental death.  The total amount of life
    insurance in force at December 31, 1995 reinsured by the Life Company 
<PAGE>
    with other companies aggregated $85 million representing less than 1% of
    the Life Company's life insurance in force on that date. A contingent
    liability exists on insurance ceded to the reinsurer since the Life
    Company would be liable in the event that the reinsurer is unable to meet
    obligations assumed by it under the reinsurance agreement.  The Life
    Company participates in several group life insurance programs as a
    reinsurer and also assumes reinsurance on a facultative (individual risk)
    basis from two other life insurance companies.  Life insurance assumed
    relates principally to group life and represented approximately 17% of
    premium income and 56% of life insurance in force for 1995.  Claims
    incurred under these group life insurance programs approximate the
    related premium income, and no significant assets or liabilities are
    required in the balance sheet.  

    Accident and health insurance premiums accounted for less than 8% of
    premium income for 1995.  A significant proportion of the accident and
    health premium is attributable to medical benefit coverage provided for
    the Life Company's employees and their dependents under its Protection
    and Retirement Plan.  The Life Company offers no health insurance
    coverage other than to its own employees.  The Life Company writes
    individual accident policies with death and dismemberment benefits. 
    These policies accounted for approximately 30% of total accident and
    health premiums for 1995.

    The Life Company, as a legal reserve company, is required by the various
    laws of the states in which it is licensed to transact business to carry
    as liabilities aggregate policy reserves which are considered adequate to
    meet its obligations on insurance policies in force.  Such required
    reserves are considered statutory reserves because the methods and
    assumptions used in their calculation are explicitly prescribed by the
    laws of the various states.  The liabilities shown herein for all
    policies issued since 1948 are based on guidelines prescribed by the
    American Institute of Certified Public Accountants and have been
    calculated in accordance with generally accepted accounting principles. 
    Such liabilities are calculated by the use of assumptions as to mortality
    rates, interest rates, withdrawal rates and expense rates in effect at
    the time the gross premiums were calculated.  Liabilities on paid-up
    policies include a liability for future maintenance expenses which the
    Life Company expects to incur.  See Revenues, Benefits, Claims and
    Expenses, Note 1 of the Notes to Consolidated Financial Statements, which
    is incorporated herein by reference from pages 11 and 12 of the 1995
    Annual Report to Stockholders, for additional information relating to the
    Life Company's reserves.

    The investment of the Life Company's funds and assets is determined by an
    Investment Committee.  Generally, investments made must meet requirements
    established by the applicable investment statutes of the Commonwealth of
    Virginia governing the nature and quality of investments which may be
    made by life insurance companies.

    The following table shows investments of the Life Company at December 31,
    1995.  Fixed maturities (bonds, notes and redeemable preferred stocks)
    and equity securities (nonredeemable preferred and common stocks) are
    stated at fair value; mortgage loans on real estate are stated at cost 

    adjusted where appropriate for amortization of premium or discount; 
<PAGE>
    short-term investments are at cost; and policy loans are stated at unpaid
    balances.
<TABLE>
<CAPTION>
                                                          Asset Value
                                                      Amount      Percent
                                                      (000's)     of Total
        <S>                                         <C>           <C>
        Fixed Maturities:
          Bonds and notes:
            United States government and govern-
              ment agencies and authorities         $  36,123        2.9%   
            States, municipalities and political
              subdivisions                            369,590       29.2
            Foreign government                         23,954        1.9
            Public utilities                          274,965       21.7
            All other corporate                        91,110        7.2
              Total fixed maturities                  795,742       62.9

        Equity Securities                              29,476        2.3
        Mortgage loans                                339,774       26.9
        Policy loans                                   54,480        4.3
        Short-term investments                         39,620        3.1
        Other                                           5,610         .5 
                                                   $1,264,702      100.0%
</TABLE>
    There were no principal and interest payments past due on fixed
    maturities at December 31, 1995.

    The Life Company's mortgage portfolio consists of approximately 2,400
    conventional first mortgages on a wide range of residential and
    commercial properties located primarily in those Mid-Atlantic states in
    which the Life Company conducts its insurance business.  At December 31,
    1995 the aggregate carrying value of mortgage loans was $339,773,729,
    broken down by category as follows:

            Residential         $167,751,726
            Commercial           172,022,003

    Commercial loans include loans on apartments, shopping centers, office
    buildings and warehouses.  Generally, commercial loans range from
    $250,000 to $4,500,000 in principal amount.  The Life Company also makes
    some mortgage loans to churches.  Every property is inspected by a staff
    underwriter prior to the issuance of a loan commitment.  On commercial
    loans of more than $250,000, the property is inspected every two years
    after the loan is closed as long as the balance exceeds $250,000.

    The Life Company's mortgage lending business is heavily concentrated in
    the states of Virginia and North Carolina.  At December 31, 1995,
    approximately 77% of the Life Company's mortgages, constituting approxi-
    mately 75% of the total book value of the Life Company's mortgage port-
    folio, were on residential or commercial properties located in the State
    of Virginia.  Additionally, at the same date approximately 14% of the 

    Life Company's mortgages, constituting approximately 12% of the total
    book value of the Life Company's mortgage portfolio, were on properties
    in North Carolina.  The relatively high percentage of mortgage loans made
    in these two states reflects the geographical concentration of the Life 
<PAGE>
    Company's insurance business activities in the same two states.  Although
    the Life Company's mortgage loan portfolio is heavily concentrated in
    Virginia and North Carolina, the economies of those states are
    diversified, and the Life Company does not believe its mortgage loan
    portfolio reflects undue risk from the large percentage of its loans
    originated in those two states.

    Although the economic downturn during 1990 and 1991 was characterized 
    by troubled real estate loans in the portfolios of many financial
    institutions operating in the Life Company's market, the Life Company's
    mortgage loan portfolio has not reflected the widely-publicized
    experience of other financial institutions.  The Life Company presently
    holds one real estate parcel acquired through foreclosure with a carrying
    value in the financial statements of $670,000.  Mortgage loans whose
    terms have been restructured over the past five years are immaterial, and
    no mortgage loans were in foreclosure proceedings at December 31, 1995. 
    Except as indicated below, there were no mortgage loans otherwise not
    performing in accordance with the contractual terms.

    At December 31, 1995, the aging schedule for delinquent mortgage loans in
    terms of past due days was as follows:

                                          Past due days                    
                            30-60        60-90       Over 90      Total
<TABLE>
<CAPTION>
    <S>                 <C>           <C>             <C>       <C>
    Principal           $1,800,8011   $373,751        $67,955   $2,242,507 
    Percent of total
     mortgage loans         .53%         .11%            .02%       .66%
</TABLE>
    130-60 days past due includes a substantial amount of loan payments that
    have been received by the Life Company's brokers after their December,
    1995 cut-off reporting date to the Life Company.  These amounts will be
    included in their next remittance report.

    The Life Company believes the quality of its loan portfolio is
    attributable to its relatively stringent underwriting standards which
    have been in force for many years.  At the present time, and for a number
    of years, the Life Company's lending policies have restricted mortgage
    loans to a maximum loan to value ratio of 75%, based on the lower of cost
    or appraisal, except for purchase money mortgages and insured or
    guaranteed mortgages.  The Life Company's policy is to place mortgage
    loans on non-accrual status where any mortgage payment is 90 days or more
    past due.
                                     
    During the period 1986-1995, the Life Company experienced only six
    foreclosures on real estate loans, one in each of the years 1986, 1989,
    1990 and 1995, two in 1992, none in 1993 and 1994.  The total of the
    unpaid principal balances of loans in these six foreclosures was approxi-

    mately $1.7 million.  The Life Company disposed of five properties
    acquired in pre-1994 foreclosure proceedings without a net loss.  The
    Corporation does not provide a provision for loan losses in its financial
    statements.  Based upon the de minimis loss experience of the mortgage
    loan portfolio over many years and the continuing satisfactory
    performance of its portfolio, the Corporation's management does not feel
    that a provision is required.
<PAGE>
    See Investment Operations, Note 2 of Notes to Consolidated Financial 
    Statements, which is incorporated herein by reference from pages 12, 13,
    14 and 15 of the 1995 Annual Report to Stockholders, and Schedule I
    included in Part IV elsewhere herein, for additional information
    concerning the Corporation's consolidated investment portfolio.

    The Life Company, in common with other insurance companies, is subject to
    regulation and supervision in each of the states in which it does
    business.  Such regulation is primarily for the benefit of the policy-
    holders of the Life Company rather than the stockholders.  Although the
    extent of such regulation varies from state to state, in general, the
    insurance laws of the respective states delegate broad administrative
    powers to supervisory agencies.  These powers relate to the granting and
    revocation of licenses to transact business, the licensing of agents, the
    approval of the forms of policies used, reserve requirements, and the
    type and concentration of investments permitted.  In addition, the
    supervisory agencies have power over the form and content of required
    financial statements and reports, including requirements regarding
    accounting practices to be employed in the presentation of such
    statements and reports.  Certain of the required accounting practices
    vary from generally accepted accounting principles.  See Notes 1 and 7 of
    the Notes to Consolidated Financial Statements, which Notes are
    incorporated herein by reference from pages 11, 12 and 18 of the 1995
    Annual Report to Stockholders.

    Several jurisdictions in which the Life Company does business including
    its domiciliary state of Virginia, have enacted legislation providing for
    specific regulation of the relationship between licensed insurers and
    their holding companies and among affiliated members of a holding company
    group.  These statutes vary in substance from state to state, but
    generally speaking, vest administrative control in the insurance
    regulatory authority.  Among the provisions found in these statutes are
    provisions for the filing of registration statements by insurers which
    are members of a holding company group, provisions that the holding
    company will be subject to reporting requirements and to visitation by
    the insurance regulatory authorities, standards as to transactions
    between insurers and their holding companies or between members of a
    holding company group, and control over the payment of extraordinary
    dividends.  See Stockholders' Equity and Restrictions, Note 7 of the
    Notes to Consolidated Financial Statements, which is incorporated herein
    by reference from page 18 of the 1995 Annual Report to Stockholders for
    additional information concerning transactions between the Life Company
    and its affiliates.

    The life insurance business is intensely competitive and the Life
    Company competes with many other companies in the states in which it is 
    licensed.  The American Council of Life Insurance in its "1995 Fact
    Book", estimates that there were 1,770 life insurance companies doing
    business in the United States at the beginning of 1995.

    According to figures reported in the October 1995 issue of Best's Review,
    Life/Health Edition, calculated on a statutory accounting basis, the Life
    Company ranks in the top 12% of all life insurance companies in the
    United States based on total admitted assets as of December 31, 1994.
<PAGE>
    No material portion of the business of the Life Company is dependent 
    upon a single customer or a very few customers.  The group life insurance
    sold by the Life Company consists largely of reinsurance participations
    described on page 4.

    The Corporation's only industry segment is the business of the Life 
    Company, and its operations have contributed over 98% of the total
    consolidated revenues and income before income taxes for each of the past
    three years.

    Neither the Corporation nor any of its subsidiaries engage in material
    operations outside of the United States, or derives material business
    from customers outside the United States.

ITEM 2.  Properties

    The principal office of the Corporation is located at 3901 West Broad 
    Street, Richmond, Virginia 23230, which also serves as the home office
    premises of the Life Company.  The home office building, which contains
    approximately 110,000 square feet of office space, was originally
    completed in 1950 with a 30,000 square foot addition completed in 1990. 
    The building is used solely for company purposes.

    The Life Company presently leases space for 61 district and detached 
    offices in Delaware, Maryland, the District of Columbia, West Virginia,
    Virginia, Tennessee and North Carolina.  The termination dates on these
    leases range from 1996 to 2005; all of the longer term leases being for
    district office purposes.  The maximum annual rent paid under any lease
    is $28,776.  The annualized rent under all leases in effect on December
    31, 1995 was approximately $750,000.


ITEM 3.  Legal Proceedings

    As of the date of this report, neither the Corporation nor any of its 
    subsidiaries was a party to any material pending legal proceedings.

ITEM 4.  Submission of Matters to a Vote of Security Holders

    No matters were submitted to a vote of the Corporation's security holders
    during the fourth quarter of its fiscal year ended December 31, 1995.
<PAGE>

                                  PART II

ITEM 5.  Market for the Registrant's Common Equity and Related
         Stockholder Matters 

    Incorporated herein by reference from the 1995 Annual Report to
    Stockholders, page 22.

ITEM 6.  Selected Consolidated Financial Data

    Incorporated herein by reference from the 1995 Annual Report to
    Stockholders, page 23.

ITEM 7.  Management's Discussion and Analysis of Financial Condition and 
    Results of Operations

    Incorporated herein by reference from the 1995 Annual Report to
    Stockholders, pages 20 and 21.

ITEM 8.  Financial Statements and Supplementary Data

    Consolidated financial statements of the Corporation at December 31, 1995
    and 1994 and for each of the three years in the period ended December 31,
    1995 and the independent auditor's report thereon and the Corporation's
    unaudited quarterly financial data for the two year period ended December
    31, 1995 are incorporated herein by reference from the 1995 Annual Report
    to Stockholders, pages 6 through 19 and 22.

ITEM 9.  Changes in and Disagreements With Accountants on Accounting and 
    Financial Disclosures

    None.
<PAGE>

                                 PART III

ITEM 10.  Directors and Executive Officers of the Registrant

    (a) and (b)  The following table gives the name and age of each of the
    directors (all of whom, except L. W. Richardson and Dianne N. Collins are
    executive officers of the Corporation and the Life Company) and their
    positions and offices with the Corporation and the Life Company and the
    dates first elected to those positions with the Corporation.

                                Position and Offices with the Corporation
                                and the Life Company and Date Elected to
        Name            Age             Corporation Officer Position

    Dianne N. Collins    50     Director of the Corporation and the Life
                                Company and Community Volunteer

    H. D. Garnett        53     Vice President (since 1979), Controller
                                (since 1974) and a director of the
                                Corporation and the Life Company

    W. G. Hancock        45     Counsel (since 1984) and a director of
                                the Corporation and the Life Company

    G. T. Richardson     43     Vice President (since 1983) and a director
                                of the Corporation and the Life Company

    L. W. Richardson     76     Retired Vice President and a director of
                                the Corporation and the Life Company

    J. M. Wiltshire, Jr. 70     Secretary (since 1994) and a director of the
                                Corporation and the Life Company

    R. W. Wiltshire      74     Chairman of the Board (since 1983) and a
                                director of the Corporation and the Life
                                Company

    R. W. Wiltshire, Jr. 50     President (since 1988) and Chief Executive  
                                Officer (since 1992) and a director of
                                the Corporation and the Life Company

    W. B. Wiltshire      47     Vice President (since 1983) and a director
                                of the Corporation and the Life Company


    Mrs. Collins was first elected to the Board of Directors of the
    Corporation on February 15, 1994, Messrs. Garnett, Hancock, G. T.
    Richardson, and W. B. Wiltshire were first elected to the Board in 1983,
    and Messrs. R. W. Wiltshire, Jr. and J. M. Wiltshire, Jr. were first
    elected to the Board in 1976 and 1971, respectively, all to fill then
    existing vacancies on the Board.  Messrs. R. W. Wiltshire and L. W.
    Richardson have served as directors of the Corporation since its
    organization in 1970.
<PAGE>

    All of the above persons serve one year terms as both executive officers
    and directors, or in the case of L. W. Richardson and Mrs. Collins, as
    directors only, which expire April 2, 1996.  There are no executive
    officers of the Corporation who are not directors.

    (c) Not applicable.

    (d) L. W. Richardson is the father of  G. T. Richardson and the first 
    cousin of  R. W. Wiltshire.  R. W. Wiltshire is the father of R. W.
    Wiltshire, Jr. and W. B. Wiltshire and the first cousin of J. M.
    Wiltshire, Jr.

    (e)(1)  Except as set forth below, each of the persons named in (a) and
    (b) above has been principally employed by the Corporation and the Life
    Company in the present position for more than the past five years. 
    Dianne N. Collins has been a Trustee of the 1984 Voting Trust described
    in Item 12 below since January 4, 1994 and a volunteer in the Richmond,
    Virginia community for more than the past five years. W. G.  Hancock has
    been a partner of the law firm of Mays & Valentine since 1981
    specializing in real estate and mortgage lending, insurance company
    regulation and general business matters.  He was designated as Counsel to
    the Corporation and the Life Company effective  June 13, 1984.  L. W.
    Richardson retired on December 31, 1987, having served in the office
    shown for more than five years immediately prior to his retirement.  J.
    M. Wiltshire, Jr. retired as an employee and salaried officer of the
    Corporation and the Life Company on December 31, 1995, having served as
    Vice President and Counsel for more than five years immediately prior to
    his retirement.  He was elected Secretary of the Corporation and Life
    Company effective January 18, 1994 and continues to serve in that
    capacity.  Effective April 7, 1992, R. W. Wiltshire, Jr. was elected
    Chief Executive Officer of the Corporation and the Life Company to
    succeed R. W. Wiltshire who had served in that office for more than five
    years immediately prior thereto.  Prior to his election as Chief
    Executive Officer, R. W. Wiltshire, Jr. was responsible for the general
    management of the operations of the Corporation and the Life Company.  R.
    W. Wiltshire retired as an employee and salaried officer of the
    Corporation and the Life Company effective September 6, 1993.

    (e)(2)  Not applicable.

    (f) Not applicable.

    (g) Not applicable.

    (h) The Corporation's directors and executive officers are required to 
    file reports with the Securities and Exchange Commission (the
    "Commission") concerning their initial ownership of shares of the
    Corporation's Class A and Class B Common Stock and any subsequent changes
    in that ownership, and the Corporation traditionally has assisted its
    directors and executive officers in the filing of these reports.  In
    making these reports, the Corporation has relied on written
    representations of its directors and executive officers and copies of the
    reports that they have filed with the Commission.  The Corporation
    believes that these filing requirements were satisfied in 1995. 
<PAGE>
ITEM 11.  Executive Compensation

    (a) and (b) Summary Compensation Table 

    The following Summary Compensation Table sets forth certain information
    concerning cash compensation paid to or contributed for the benefit of
    the five individuals named below for services rendered to the Corporation
    and its subsidiaries as executive officers during each of the three years
    in the period ended December 31, 1995.

                        SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
   Name and Principal                       Annual              All Other
   Position (1)           Year      Compensation-Salary (2)  Compensation(3) 
<S>                       <C>               <C>                 <C> 
    R. W. Wiltshire, Jr.  1995              $160,112            $4,803
     President and Chief  1994               139,312             4,179
     Executive Officer    1993               118,512             3,555

    J. M. Wiltshire, Jr.  1995               139,934             4,198
     Vice President,      1994               132,134             3,964
     Secretary and        1993               125,434             3,763
     Counsel (4) 

    W. B. Wiltshire       1995               130,284             3,909
     Vice President       1994               117,294             3,519
                          1993               105,403             3,162

    G. T. Richardson      1995               128,597             3,858
     Vice President       1994               117,074             3,512
                          1993               105,174                --

    H. D. Garnett         1995               126,922             3,808
     Vice President and   1994               119,122             3,574
     Controller           1993               112,422             3,373
</TABLE>
    (1) Offices shown are of both the Corporation and the Life Company.
    (2) The amounts shown include employee contributions to the Thrift Plan.
    (3) All of the amounts shown reflect matching contributions by the
    Corporation and the Life Company to the Thrift Plan.  The Thrift Plan is
    a defined contribution plan available to substantially all salaried
    employees.  Participants may make thrift contributions to the plan in any
    whole percentage of 2-14% of their compensation, and the Corporation and
    the Life Company will make a matching contribution to the plan in an
    amount equal to three-fourths of the first 4% of each eligible employee's
    compensation so contributed for the year.  All matching amounts shown for
    each executive officer are fully vested.  Benefits under the Thrift Plan
    are payable at death, retirement or other termination of employment (or
    at January of the calendar year of age 70 1/2, if earlier).
    (4) Effective December 31, 1995, J. M. Wiltshire, Jr. retired from active
    service as an employee and salaried officer of the Corporation and
    the Life Company
    (c) Not applicable

    (d) Not applicable
<PAGE>
    (e) Not applicable

    (f) Pension and Postretirement Medical Benefits Plans

    The Corporation's Retirement Plan, a defined benefit pension plan,
    covers substantially all employees of the Corporation and the Life
    Company with two months of service.  The Plan provides a retirement
    annuity, payable by the Life Company as the insurer under the Plan, to
    each employee who is credited with five years of service, who attains his
    normal retirement age (which is age 65 or, if the employee becomes a
    participant at or after age 60, his fifth anniversary of becoming a
    participant) while employed by the Corporation or the Life Company, or
    who is totally and permanently disabled while an employee.  The
    retirement annuity is earned in the form of a single life annuity for the
    life of the employee, commencing at the employee's normal retirement age,
    and is equal to the sum of retirement annuity credits earned by the
    employee for each calendar year he is credited with a year of service. 
    Retirement annuity benefits under the plan can be paid as early as age 55
    if the employee retires with at least ten years of service (or at
    disability retirement, if earlier) and must be paid starting in January
    of the calendar year the employee reaches age 70 1/2, even though he has
    not then retired.  The annuity is payable monthly and is subject to
    actuarial reduction in the event the employee commences to receive his
    retirement annuity prior to his normal retirement age (other than as a
    result of disability retirement) or receives his retirement annuity in a
    joint and survivor rather than a single life annuity form of payment.  A
    survivor annuity benefit is provided to the employee's spouse in certain
    cases if the employee dies before his retirement annuity payments begin.

    The annual annuity credit for years after 1988 is equal to 2% of the 
    first $10,000 of the employee's compensation for the year, plus 2.5% of
    the employee's compensation for the year in excess of $10,000.  Once an
    employee is credited with 35 years of service, whether before or after
    1989, the annual annuity credit after 1988 becomes 2.5% of the employee's
    compensation for the year.  Prior to 1989, several different benefit
    formulas were applied, and employees who were participants before 1989
    will retain their annuity credits as determined through December 31, 1988
    based on those earlier formulas.  Covered compensation for purposes of
    the Plan is aggregate cash compensation up to $150,000 per year for years
    after 1993 ($200,000 for the year 1993), as adjusted from time to time
    under the Internal Revenue Code of 1986, as amended, which in the case of
    each executive officer is identical to the amount shown as salary in the
    Summary Compensation Table appearing in Item 11(a) and (b).

    The estimated annual benefits payable under the Plan for each of the
    individuals listed in the Summary Compensation Table, other than J. M.
    Wiltshire, Jr. are as follows: R. W. Wiltshire, Jr. - $94,110, W. B.
    Wiltshire - $89,542, G. T. Richardson  -  $98,658, and  H. D. Garnett -
    $73,672.  The benefits as shown are estimated on the basis that the per-
    sons named will continue to receive, until the end of the calendar year
    in which they reach age 65, salaries at the same rates in effect during
    1995 and will then retire and elect a single life rather than a joint and
    survivor annuity form of payment.  J. M. Wiltshire, Jr. retired as an
    employee and salaried officer of the Corporation and the Life Company
    effective December 31, 1995 and receives an annual benefit of $33,936 
<PAGE>
    under the Plan based upon his election of a joint and survivor annuity.

    Amounts payable under the Plan are not subject to deduction for social
    security benefits under the Federal Social Security Act.

    In addition to the Corporation's defined benefit pension plan, the
    Corporation has a postretirement medical benefits plan consisting of
    defined benefit medical coverage for pre-1993 retirees and defined
    contribution medical coverage for post-1992 retirees who were active
    employees on December 31, 1992.  The pre-1993 retiree program covers all
    employees who had retired under the Corporation's pension plan as of
    December 31, 1992.  The post-1992 retiree program covers all full time
    active employees as of December 31, 1992 who retire under the
    Corporation's pension plan thereafter.  Employees who joined the
    Corporation after December 31, 1992 are not eligible for participation in
    either program under the postretirement medical benefits plan.

    The pre-1993 retiree program reimburses its participants for actual 
    covered costs subject to specified deductibles and coinsurance.  The pre-
    1993 retiree program is contributory and participant contribution
    requirements may be increased from time to time and benefits may be
    modified or terminated by the Corporation.  The post-1992 retiree program
    is noncontributory and reimburses its participants for the cost of health
    insurance and other health care coverage premiums up to a maximum benefit
    amount (stated in terms of health care spending credits) determined in
    accordance with the plan based on years of service as of December 31,
    1992.  The unused maximum benefit amount, initially determined as of
    December 31, 1992, is increased thereafter only for interest from January
    1, 1993 until it is fully expended.

    All current salaried executive officers of the Corporation, upon their
    retirement, will be covered under the post-1992 retiree program.  The
    spending account credit balances determined as of December 31, 1995
    (without interest to be credited thereafter) for each of them are as
    follows:  R. W. Wiltshire, Jr. - $29,823,  W. B. Wiltshire - $30,551, G.
    T. Richardson - $27,641, and H. D. Garnett - $27,641.  J. M. Wiltshire,
    Jr. retired as of December 31, 1995 with a spending account credit
    balance of $32,733.

    The Corporation is self insured with respect to benefits under the
    postretirement medical benefits plan.

    (g) Compensation of Directors

    All directors of the Corporation (other than Messrs. L. W. Richardson, R.
    W. Wiltshire, J. M. Wiltshire, Jr., and Hancock and Mrs. Collins) are
    salaried executive officers. Messrs. L. W. Richardson, R. W. Wiltshire
    and J. M. Wiltshire, Jr. have retired as salaried executive officers of
    the Corporation and the Life Company on December 31, 1987, September 6,
    1993, and December 31, 1995, respectively.  In consideration of their
    past services to the Corporation and the Life Company, the Corporation
    agreed to pay L. W. Richardson (more than 42 years of continuous service)
    $30,000 per year, R. W. Wiltshire (more than 47 years of continuous
    service) $90,000 per year and J. M. Wiltshire, Jr. (more than 27 years of
    continuous service) $25,000 per year, in addition to their respective 
<PAGE>
    annual benefits of $34,109, $55,002 and $33,936 under the Corporation's
    pension plan.  The Corporation's agreements with each of them provide
    that they will not compete with the Corporation or its subsidiaries,
    directly or indirectly, on a full time or a part time or on a consulting
    or advisory basis.  L. W. Richardson also is a participant in the pre-
    1993 retiree program under the Corporation's postretirement medical
    benefits plan.  R. W. Wiltshire is a participant in the post-1992 retiree
    program under the plan and has a spending account credit balance as of
    December 31, 1995, after payment of premiums subsequent to his
    retirement, of $40,264.  (See "Pension and Postretirement Medical
    Benefits Plan" in Item 11(f)).  Mr. Hancock is a partner in the law firm
    of Mays & Valentine.  The amount of legal fees paid to that firm by the
    Corporation and its subsidiaries and affiliates in 1995, including
    amounts for legal services provided by Mr. Hancock, did not exceed 5% of
    the firm's gross revenues for its last fiscal year.  C. M. Glenn, Jr. a
    director of the Corporation and the Life Company until his death on April
    9, 1995, served as a Consultant to the Corporation and its subsidiaries 
    after his retirement for which he received $10,000 during 1995 in
    addition to his normal retirement benefits under the Corporation's
    pension and postretirement medical benefits plan.  Under the terms of the
    contract, Mr. Glenn agreed to perform such services of a consulting and
    advisory nature as were requested of him from time to time by the
    Chairman of the Board of the Corporation.  No director of the Corporation
    receives any additional compensation in the form of directors' fees or
    otherwise for attendance at meetings of the Board or committees thereof,
    or other services performed solely in his or her capacity as a director.

    (h) Employment Contracts and Termination of Employment and Change-in-
    Control Arrangements

        (1) Not applicable

        (2) Not applicable

    (i) Not applicable

    (j) Board of Director Interlocks and Insider Participation
    
    The Corporation has no formal compensation committee, and all final 
    decisions as to executive officer compensation are made by the entire
    Board of Directors.  All members of the Board of Directors, except Mrs.
    Collins,  are present or retired officers of the Corporation.  Messrs. R.
    W. Wiltshire, Jr., W. B. Wiltshire, G. T. Richardson and Garnett are
    salaried executive officers of the Corporation.  Messrs. R. W. Wiltshire
    and J. M. Wiltshire, Jr. have retired as employees of the Corporation and
    now serve as unsalaried executive officers in the capacities of Chairman
    of the Board and Secretary, respectively.  L. W. Richardson is a retired
    executive officer of the Corporation.  Mr. Hancock is an unsalaried
    executive officer of the Corporation and a partner in the law firm of
    Mays & Valentine which is general counsel to the Corporation.
<PAGE>
ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

    (a) and (b) As of March 8, 1996, 5,267,275 shares of Class A Common Stock
    of the Corporation, constituting 63.3% of the 8,317,827 shares then
    outstanding, were held by trustees under a voting trust agreement dated
    as of May 1, 1984, which, by virtue of a voting trust extension agreement
    dated as of May 1, 1987, continues in force until May 11, 1997 (1984
    Voting Trust).  The Voting Trustees, each of whom is a director of the
    Corporation and the Life Company are R. W. Wiltshire, L. W. Richardson,
    R. W. Wiltshire, Jr., G. T. Richardson, and Dianne N. Collins (together,
    the Trustees).  Their mailing address is 3901 West Broad Street,
    Richmond, Virginia 23230.  The Trustees are given exclusive voting power
    of the Class A Common Stock subject to the 1984 Voting Trust, but must
    vote or execute consents in accordance with the instructions of the
    holders of voting trust certificates with respect to any action submitted
    to a vote of the holders of Class A Common Stock as to which a majority
    of the Trustees then in office favor an affirmative vote, where such
    action, if approved by the holders of Class A Common Stock in accordance
    with and to the extent required by law and the Corporation's Articles of
    Incorporation, would result in: (a) the increase or decrease of the
    authorized number of shares of Class A Common Stock; (b) an exchange,
    reclassification, or cancellation of all or part of the shares of Class
    A Common Stock; (c) an exchange, or right of exchange, of all or any part
    of the shares of another class into the shares of Class A Common Stock;
    (d) any  change that may be adverse to the designations, preferences,
    limitations, voting rights or relative to other rights of any nature of
    the shares of Class A Common Stock; (e) any change of the shares of Class
    A Common Stock into a different number of shares of the same class or
    into the same or a different number of shares, either with or without par
    value, of other classes of stock; (f) the creation of a new class of
    stock, or change of a class with subordinate and inferior rights into a
    class having rights and preferences prior and superior to shares of Class
    A Common Stock, or any increase of the rights and preferences of any
    class having rights and preferences prior or superior to shares of Class
    A Common Stock; (g) any limitation or denial of preemptive rights of
    shares of Class A Common Stock; (h) the sale, lease, exchange, mortgage,
    pledge or other disposition of all, or substantially all, the property
    and assets of the Corporation; (i) the merger or consolidation of the
    Corporation with or into any other corporation, or of any other
    corporation with or into the Corporation; or (j) the dissolution of the
    Corporation.  If a majority of the Trustees shall oppose any such matter,
    the Trustees need not solicit, obtain or follow directions from the
    holders of the voting trust certificates, and such majority of Trustees
    opposing any such proposal are authorized and empowered to vote all the
    shares of Class A Common Stock held by the Trustees under the 1984 Voting
    Trust against such proposal.  A majority vote of the Trustees controls
    actions to be taken by them; they may vote in person or by proxy to
    another Trustee with or without direction how to vote.  They may vote for
    themselves as directors and officers of the Corporation and fix their
    compensation provided it be commensurate with the duties and
    responsibilities of the office or position held.  They may name successor
    trustees in event of death, resignation, removal from the Commonwealth of
    Virginia or incapacity of any Trustee.  They receive no compensation for
    their services as Trustees.  In the event that by virtue of a stock
    dividend, stock split, reclassification of stock or subscription, the
    Trustees receive further Class A Common Stock, it is to be held by them 
<PAGE>
    subject to all of the provisions of the 1984 Voting Trust.  In the event
    that as a result of any merger, consolidation, sale of assets or
    property, exchange or other cause, the shares of Class A Common Stock of
    the Corporation held by the Trustees should be converted into and become
    shares of another corporation, the 1984 Voting Trust shall be terminated
    automatically unless the amount of voting stock in such other corporation
    received as a result of the conversion would thereafter represent more
    than one-third of the issued and outstanding voting stock of such other
    corporation if it has no class of stock registered under the Securities
    Exchange Act of 1934, or more than one-twentieth of the issued and
    outstanding voting stock of such other corporation if it has a class of
    stock so registered, in either of which cases the 1984 Voting Trust shall
    continue in force according to its terms.

    Class B Common Stock, which has no vote on most matters, is publicly 
    traded in the over-the-counter market and is not subject to the 1984
    Voting Trust.

    Due to the substantial number of shares of Class A Common Stock held 
    subject to the 1984 Voting Trust, the Trustees individually and
    collectively may be deemed to be "control persons" of the Corporation
    under rules and regulations of the Securities and Exchange Commission.

    As of March 8, 1996, the Trustees under the 1984 Voting Trust
    beneficially owned, directly or indirectly, voting trust certificates
    evidencing an aggregate of 1,288,270 shares of Class A Common Stock
    subject thereto, as well as another 465,753 shares of Class A Common
    Stock that are not subject to the 1984 Voting Trust.

    The following table shows as of March 8, 1996, the beneficial owner- 
    ship of all Class A and Class B Common Stock by each director of the
    Corporation, and the beneficial ownership of the Corporation's Class A
    Common Stock by any other person or entity known to the Corporation to
    own more than 5% of the outstanding shares of such class.  The
    Corporation has no executive officers who are not directors.  The amounts
    shown for Class A Common Stock include beneficial ownership evidenced by
    voting trust certificates of the 1984 Voting Trust, but exclude Class A
    shares held by the Trustees thereunder.
<PAGE>
                                 Directors
<TABLE>
<CAPTION>
                                        Amount
                        Title of      Beneficially        Percent of
    Name of Director      Class         Owned(1)           Class(2)
<S>                      <C>         <C>                     <C>
    Dianne N. Collins    Class A     13,536(3)(4)(5)           *
                         Class B      7,264(4)                 *
    H. D. Garnett        Class A        -                      -
                         Class B      2,600 (6)                *
    W. G. Hancock        Class A     89,560 (7)(8)(9)         1.08
                         Class B          4                    *
    G. T. Richardson     Class A    652,464 (3)(5)(10)        7.84
                         Class B     10,274                    *
    L. W. Richardson     Class A    262,161 (3)(5)(7)(10)(11) 3.15
                         Class B     89,179 (7)(11)            *
    J. M. Wiltshire, Jr. Class A        -                      -
                         Class B      6,000                    *
    R. W. Wiltshire      Class A    788,752 (3)(5)(7)(12)     9.48   
                         Class B        660 (12)               *  
    R. W. Wiltshire, Jr. Class A     37,110 (3)(5)(12)         *
                         Class B     32,679 (7)(12)            *
    W. B. Wiltshire      Class A     36,950 (5)(12)            *
                         Class B     21,786 (7)(12)            *
</TABLE>
                          5% Class A Stockholders
                    (Other Than Directors and Trustees)
<TABLE>
<CAPTION>
                                       Amount
    Name and Address of          Beneficially                   Percent of
    5% Class A Stockholder         Owned (1)                      Class   
    <S>                            <C>                            <C>
    Dixie Company                  2,561,336 (5)(13)               30.79
    Richmond, Virginia

    Estate of Mary Morton Parsons  1,174,427 (5)(14)               14.12
    Richmond, Virginia

    Estate of George L. Richardson   599,680 (5)(10)                7.21
    Richmond, Virginia
</TABLE>
                
    (1) Beneficial ownership has been determined in accordance with Rule 13d-
        3 under the Securities Exchange Act of 1934.
    (2) Where an asterisk is shown, the percentage is less than 1%.
    (3) 5,267,275 shares of Class A Common Stock constituting 63.3% of the
        8,317,827 shares outstanding are held by R. W. Wiltshire, L. W.
        Richardson, R. W. Wiltshire, Jr., G. T. Richardson and Dianne N.
        Collins, as Trustees under the 1984 Voting Trust.
    (4) All of the voting trust certificates for Class A shares and the Class
        B shares are held of record by Dixie Company and may be acquired by
        Mrs. Collins pursuant to her power to revoke an inter vivos trust. 
        Such voting trust certificates are also included in the table for
        Dixie Company.
    (5) Some portion or all of the Class A shares shown for each of the 
        indicated directors or stockholders are subject to the 1984 Voting
        Trust, and their beneficial ownership as to those shares is evidenced
<PAGE> 
        by voting trust certificates that have been issued to them
        thereunder.  The number of Class A shares deposited in the 1984
        Voting Trust by each of them is as follows: Dianne N. Collins -
        13,536; G. T. Richardson - 427,110; L. W. Richardson - 250,708; R. W.
        Wiltshire - 586,276; R. W. Wiltshire, Jr. - 10,640; W. B. Wiltshire -
        10,492; Dixie Company - 2,423,800; Estate of Mary Morton Parsons -
        1,174,427; and Estate of George L. Richardson - 404,600.
    (6) All of the Class B shares shown for Mr. Garnett are owned jointly
        with his wife.
    (7) Includes an aggregate of 6,240 shares of Class A (of which 2,696
        shares are evidenced by voting trust certificates of the 1984 Voting
        Trust) and 12,710 shares of Class B Common Stock held by directors as
        trustees or custodians for the benefit of children (that are not
        described in other footnotes to this table), or by their wives, and
        with respect to which beneficial ownership is or will be disclaimed
        by individual directors in ownership reports filed with the
        Securities and Exchange Commission.
    (8) The ownership shown for Mr. Hancock excludes 188,800 shares of Class
        A Common Stock held in trust for the benefit of his mother, with
        remainder to her issue, in which Mr. Hancock has a vested one-third
        beneficial interest subject to partial divestment upon any further
        children of his mother.
    (9) Includes 2,400 shares of Class A Common Stock held by Mr. Hancock and
        his brother and sister as trustees under inter vivos trusts created
        by their mother for the benefit of her six grandchildren, three of
        whom are children of Mr. Hancock.
   (10) 195,080 shares of Class A Common Stock and voting trust certificates
        for 404,600 shares of Class A Common Stock are held by the Estate of
        George L. Richardson and an inter-vivos trust created by George L.
        Richardson prior to his death.  The co-executors of the estate and
        co-trustees of the trust are his grandsons, G. T. Richardson and
        Miles Corbett Wright, III who share voting and investment power over
        all of the foregoing shares.  L. W. Richardson and his sister, who
        are the children of George L. Richardson, have a vested two-thirds
        present interest and a vested one-third remainder interest in the
        assets of the estate and trust.  The ownership shown includes all
        such shares for G. T. Richardson and excludes all such shares for L.
        W. Richardson.  Such shares are also included in the table for the
        Estate of George L. Richardson.
   (11) Includes 25,538 shares of Class A Common Stock evidenced by voting
        trust certificates of the 1984 Voting Trust and 36,912 shares of
        Class B Common Stock held by Mr. Richardson, as trustee with sole
        voting and shared investment power, for the benefit of a member of
        his immediate family.
   (12) 141,804 shares of Class A Common Stock, voting trust certificates for
        94,976 shares of Class A Common Stock subject to the 1984 Voting
        Trust and 660 shares of Class B Common Stock are held by the Estate
        of Essie Lee Wiltshire for the life of R. W. Wiltshire with a vested
        remainder interest in the children of R. W. Wiltshire.  R. W.
        Wiltshire is the sole executor of the Estate of Essie Lee Wiltshire. 
        During the life of R. W. Wiltshire the income from the foregoing
        shares is paid to his children.  In addition, R. W. Wiltshire has a
        life estate in voting trust certificates evidencing 450,524 shares of
        Class A Common Stock subject to the 1984 Voting Trust, with remainder
        to his children.  R. W. Wiltshire, Jr. and W. B. Wiltshire have
        vested one-fourth beneficial interests in all of the foregoing 
<PAGE>
        shares, subject to partial divestment upon any further children of R.
        W. Wiltshire.  The ownership shown includes such shares for R. W.
        Wiltshire and excludes all such shares for R. W. Wiltshire, Jr. and
        W. B. Wiltshire.  Both R. W. Wiltshire, Jr. and W. B. Wiltshire also
        have the same vested one-fourth remainder interests subject to
        partial divestment in voting trust certificates for 17,528 Class A
        shares and 123,308 shares of Class B Common Stock in which various
        children and grandchildren of R. W. Wiltshire residing in other
        households have an interest for his life.  The ownership shown for R.
        W. Wiltshire, R. W. Wiltshire, Jr. and W. B. Wiltshire does not
        reflect any of such shares, except in the case of R. W. Wiltshire,
        Jr. for voting trust certificates evidencing 8,764 Class A shares
        held by him for his own benefit and 26,445 Class B shares held by him
        as custodian for his minor children and, in the case of W. B.
        Wiltshire, for voting trust certificates evidencing 8,764 Class A
        shares held by him for his own benefit and 17,630 Class B shares held
        by him as custodian for his minor children.
   (13) Dixie Company is the nominee of Jefferson National Bank which holds
        137,536 Class A shares and voting trust certificates for another
        2,423,800 Class A shares in a number of fiduciary accounts that it
        administers (including voting trust certificates for 13,536 Class A
        shares previously reported in the table for Mrs. Collins).
   (14) Clinton Webb and NationsBank, N.A. are the co-executors of the Estate
        of Mary Morton Parsons.

    As of March 8, 1996, executive officers and directors of the
    Corporation as a group beneficially owned 1,880,533 shares or 22.61% of
    the Class A (including beneficial ownership evidenced by voting trust
    certificates of, but exclusive of shares held by the Trustees under, the
    1984 Voting Trust) and 170,446 shares or 1.9% of the Class B Common Stock
    of the Corporation, respectively.

    (c) The Corporation has no knowledge of any contractual arrangement which
    may at a subsequent date result in a change of control of the
    Corporation, except that the 1984 Voting Trust is scheduled to expire on
    May 11, 1997.  Upon its expiration, the shares of Class A Common Stock of
    the Corporation now held by the Trustees under the 1984 Voting Trust will
    be held by persons presently holding voting trust certificates
    representing those shares.

ITEM 13.  Certain Relationships and Related Transactions

    (a) Not applicable.

    (b) W. G. Hancock is a partner in the law firm of Mays & Valentine which
    provided legal services as general counsel to the Corporation and its
    subsidiaries and affiliates during 1995, and is expected to serve in the
    same capacity in 1996.  The amount of legal fees paid to that firm by the
    Corporation and its subsidiaries and affiliates for 1995 did not exceed
    5% of the firm's gross revenues for its last full fiscal year.

    (c) Not applicable.

    (d) Not applicable.
<PAGE>
                                  Part IV



ITEM 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

    (a) 1. and 2.  Financial Statements and Financial Statement Schedules

        The financial statements and financial statement schedules listed in
        the accompanying Index to Financial Statements and Financial
        Statement Schedules on page 22 are filed as part of this annual
        report.

        3.  Exhibits

        The exhibits listed in the accompanying Index to Exhibits are filed
        as part of this annual report.

    (b) Reports on Form 8-K

        None
<PAGE>

                        HOME BENEFICIAL CORPORATION
                       Index to Financial Statements
                     and Financial Statement Schedules
                               (Item 14(a))
<TABLE>
<CAPTION>
                                                                    Annual
                                                          Form    Report to
                                                          10-K   Stockholders
<S>                                                      <C>         <C>
Consolidated Financial Statements:

  Report of Ernst & Young LLP, Independent Auditors                    19
  Consolidated Balance Sheets at December 31, 1995 and 1994           6-7
  Consolidated Statement of Income for each of the three    
  years in the period ended December 31, 1995                           8
  Consolidated Statement of Retained Earnings for each of
  the three years in the period ended December 31, 1995                 9
  Consolidated Statement of Cash Flows for each of the
  three years in the period ended December 31, 1995                    10
  Notes to Consolidated Financial Statements                        11-18
  Supplementary information--
    Quarterly financial information (unaudited)                        22

Financial Statement Schedules:

    I - Summary of investments - other than investments
        in related parties at December 31, 1995
        (Consolidated)                                      24

   II - Condensed Financial Information of Registrant
        (Parent Company):
    
        Balance Sheet at December 31, 1995 and 1994         25
        Statement of Income for each of the three years
        in the period ended December 31, 1995               26
        Statement of Cash Flows for each of the three
        years in the period ended December 31, 1995         27

   IV - Reinsurance for each of the three years in the
        period ended December 31, 1995 (Consolidated)       28
</TABLE>
All other schedules are omitted since the required information is not
present, or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements and notes thereto.

The consolidated financial statements and supplementary information listed in
the above index, which are included in the Annual Report to Stockholders for
Home Beneficial Corporation for the year ended December 31, 1995, are
incorporated herein by reference.
<PAGE>

            CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report(Form 10-K)
of Home Beneficial Corporation of our report dated February 9, 1996, included
in the 1995 Annual Report to Stockholders of Home Beneficial Corporation.

Our audits also included the financial statement schedules of Home Beneficial
Corporation listed in Item 14(a).  These schedules are the responsibility of
the Corporation's management.  Our responsibility is to express an opinion
based on our audits.  In our opinion, the financial statement schedules
referred to above, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.



                                                        ERNST & YOUNG LLP

Richmond, Virginia
February 9, 1996
<PAGE>

                                                        Schedule I
                        HOME BENEFICIAL CORPORATION

                              (CONSOLIDATED)

    SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES

                           At December 31, 1995
<TABLE>
<CAPTION>

        Column A               Column B         Column C       Column D
                                                               Amount at
                                                            which shown in
   Type of Investment            Cost             Value     balance sheet
<S>                         <C>              <C>           <C>
Fixed maturities securities
 available-for-sale:
  Bonds and notes:
    United States Government
     and government agencies 
     and authorities         $   31,224,017   $ 36,123,390  $   36,123,390
    States, municipalities 
     & political subdivisions   350,176,819     369,590,209    369,590,209
    Foreign governments          22,223,930      23,954,168     23,954,168  
    Public utilities            254,862,308     274,964,686    274,964,686
    All other corporate          84,556,098      90,027,628     90,027,628  
  Redeemable preferred stocks     1,000,000       1,081,875      1,081,875
    Total                       744,043,172   $ 795,741,956    795,741,956  
       
Equity securities
 available-for-sale:
  Common stocks: 
    Public utilities                994,878   $   3,333,454      3,333,454
    Banks, trust and insurance
     companies                      584,960       5,834,233      5,834,233
    Industrial, miscellaneous
      and other                   6,584,869      19,724,000     19,724,000
  Nonredeemable preferred
    stocks                          473,221         584,214        584,214
     Total equity securities      8,637,928    $ 29,475,901     29,475,901

Mortgage loans on real estate   339,773,729                    339,773,729  
Policy loans                     54,480,175                     54,480,175
Other long-term investments       6,242,886                      6,242,886  
Short-term investments           41,072,441                     41,072,441
        Total investments    $1,194,250,331                 $1,266,787,088
</TABLE>
<PAGE>

                                                         Schedule II
                                                         
                        HOME BENEFICIAL CORPORATION

                             (PARENT COMPANY)

               CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                               BALANCE SHEET
                        December 31, 1995 and 1994

                                    
                                                1995              1994
<TABLE>
<CAPTION>
            ASSETS                      
<S>                                          <C>              <C>
Cash and cash equivalents                    $  1,473,572     $  1,015,332
Investment in subsidiaries, at equity         535,622,022      460,497,094
Other assets                                    5,224,219        5,370,053
                                             $542,319,813     $466,882,479


    LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities                                  $    232,235     $    112,545

Stockholders' equity (*)
  Capital stock:
    Class A Common Stock, voting, $.3125 par
    value 12,800,000 shares authorized;
    8,446,200 issued at December 31, 1995
    and 8,476,576 issued at December 31, 1994   2,639,438        2,648,930
                                            
    Class B Common Stock, non-voting, 
    $.3125 par value, 19,200,000 shares
    authorized; 8,992,910 issued at
    December 31, 1995 and 9,087,534
    issued at December 31, 1994                 2,810,284        2,839,854
      Total capital stock                       5,449,722        5,488,784
    
  Unrealized gains (losses) on available-
    for-sale securities of subsidiaries
    less deferred income taxes                 48,161,757       (6,652,336)
  Retained earnings                           488,476,099      467,933,486
      Total stockholders' equity              542,087,578      466,769,934
                                             $542,319,813     $466,882,479
</TABLE>

(*)  See Notes 6 and 7 to Consolidated Financial Statements
<PAGE>

                                                        Schedule II

                        HOME BENEFICIAL CORPORATION

                             (PARENT COMPANY)

               CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                            STATEMENT OF INCOME
               Years Ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>

                                    1995           1994           1993
<S>                            <C>             <C>            <C>
Revenues:
  Dividends from subsidiaries   $17,440,000     $22,304,000    $29,216,000
  Other investment income         1,043,107         971,392      1,005,362
    Total Revenues               18,483,107      23,275,392     30,221,362

Expenses:
  Operating and administrative      727,989         821,074        915,949

Income before income taxes and
  equity in undistributed income     
  of subsidiaries                17,755,118      22,454,318     29,305,413

Income taxes - current              125,000          75,000         50,000

Income before equity in
  undistributed income of
  subsidiaries                   17,630,118      22,379,318     29,255,413

Equity in undistributed income
  of subsidiaries                20,269,144      13,816,658     13,359,040

Net income                      $37,899,262     $36,195,976    $42,614,453
    
</TABLE>
<PAGE>
                                                            Schedule II

                        HOME BENEFICIAL CORPORATION

                             (PARENT COMPANY)

               CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                          STATEMENT OF CASH FLOWS
               Years Ended December 31, 1995, 1994 and 1993
           Increase (Decrease) in Cash and Cash Equivalents (*)
<TABLE>
<CAPTION>
                                      1995            1994           1993
<S>                             <C>            <C>            <C>
Operating Activities:
  Net income                    $ 37,899,262   $  36,195,976  $ 42,614,453
  Adjustments to reconcile net
  income to net cash provided
  from operating activities:
    Undistributed net income
    of subsidiaries               (20,269,144)   (13,816,658)  (13,359,040)
    Other                             223,833        333,274        92,878

      Net cash provided by   
      operating activities         17,853,951     22,712,592    29,348,291

Investing activities:
  Additional investment
  in subsidiary                         -         (1,500,000)        -    
      Net cash used in
      investing activities              -         (1,500,000)        -    

Financing activities:
  Purchase of Common Stock         (2,843,750)    (7,675,184)  (14,142,511)
  Cash dividends to stockholders  (14,551,961)   (14,102,572)  (14,014,459)

      Net cash used in financing
         activities               (17,395,711)   (21,777,756)  (28,156,970)

Increase (Decrease) in cash and     
 cash equivalents                     458,240       (565,164)    1,191,321

Cash and cash equivalents,        
beginning of year                   1,015,332      1,580,496       389,175

Cash and cash equivalents,
end of year                       $ 1,473,572   $  1,015,332   $ 1,580,496
</TABLE>

(*) Short-term investments, which consist of investments with maturities of
30 days or less, are considered cash equivalents
<PAGE>
                                                                  Schedule IV
                                 HOME BENEFICIAL CORPORATION
                                       (CONSOLIDATED)
                                         REINSURANCE
                        Years Ended December 31, 1995, 1994 and 1993


<TABLE>
<CAPTION>
    Column A        Column B        Column C        Column D         Column E       Column F 
                                                                                      % of  
                                     Ceded          Assumed                          amount
                     Gross          to other       from other          Net           assumed
                    amount          companies      companies         amount          to net 
<S>              <C>              <C>           <C>            <C>
1995:
 Life insurance
  in force       $4,773,994,073   $84,854,014   $6,036,809,369  $10,725,949,428     56.3%
                
 Premiums:
   Life insurance   $87,709,070      $391,887      $18,110,328      $105,427,511     17.2%
   Accident and
    health insurance  7,755,414           151          863,934         8,619,197     10.0 
                                            
     Total premiums $95,464,484      $392,038      $18,974,262      $114,046,708     16.6% 
                

1994:
 Life insurance
  in force       $4,641,841,621   $ 96,625,275   $5,678,611,343  $10,223,827,689     55.5%
                
 Premiums:
   Life insurance   $88,367,544       $468,895      $19,057,921     $106,956,570     17.8%
   Accident and
    health insurance  8,371,165           -             743,687        9,114,852      8.2 
                                            
     Total premiums $96,738,709       $468,895      $19,801,608     $116,071,422     17.1% 

1993:
 Life insurance
  in force       $4,622,917,075   $101,565,145   $5,467,245,347   $9,988,597,277     54.7%
                
 Premiums:
   Life insurance   $88,754,881       $452,023      $18,788,760     $107,091,618     17.5%
   Accident and
    health insurance  8,482,576          2,916          797,843        9,277,503      8.6 
                                            
     Total premiums $97,237,457       $454,939      $19,586,603     $116,369,121     16.8%   
</TABLE>
<PAGE>
                                SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

HOME BENEFICIAL CORPORATION
      Registrant

By:     H. D. Garnett                                                       
   Vice President and Controller, 3/19/96


Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

    R. W. Wiltshire                                                         
Chairman of the Board and Director, 3/19/96

    L. W. Richardson                                                        
Retired Vice President and Director, 3/19/96

    R. W. Wiltshire, Jr.                                                    
President, Chief Executive Officer and Director, 3/19/96

    J. M. Wiltshire, Jr.                                                    
Secretary and Director, 3/19/96

    W. B. Wiltshire                                                         
Vice President and Director, 3/19/96

    H. D. Garnett                                                           
Vice President, Controller and Director, 3/19/96

    G. T. Richardson                                                        
Vice President and Director, 3/19/96

    W. G. Hancock                                                           
Counsel and Director, 3/19/96

    Dianne N. Collins                                                       
Director, 3/19/96
<PAGE>

                             HOME BENEFICIAL CORPORATION
                                  Index to Exhibits
                                    (Items 14(c))
                                                                     Sequential
                                                                     Page Number
<TABLE>
<CAPTION>
EXHIBITS
<S>                                                                         <C> 
 2  -   Plan of acquisition, reorganization, arrangement, liquidation or
        succession - Not applicable                                           -
 3(i)-  Restated Articles of Incorporation (incorporated herein by
        reference from December 31, 1993 Form 10-K                            -
 (ii)-  Bylaws incorporated herein by reference from December 31, 1992
        Form 10-K                                                             -
 4  -   Instruments defining the rights of security holders, including
        indentures - See Article III of the Restated Articles of
        Incorporation incorporated herein by reference from December 31,
        1993 Form 10-K                                                        - 
 9  -   Voting Trust Agreement dated May 1, 1984, effective May 31, 1984,
        and Voting Trust Extension Agreement dated May 1, 1987, effective
        May 11, 1987 incorporated herein by reference from December 31,
        1992 Form 10-K                                                        -
10  -   Material Contracts - Consulting and compensation agreement with
        L. W. Richardson, a Director of the Corporation, incorporated
        herein by reference from December 31, 1992 Form 10-K.  Supplemental
        Compensation Agreement with R. W. Wiltshire, Chairman of the Board
        of Directors of the Corporation, incorporated herein by reference
        from September 30, 1993 Form 10-Q.  Supplemental Compensation
        Agreement with J. M. Wiltshire, Jr., a Director and Secretary of
        the Corporation, incorporated herein by reference from September
        30, 1995 Form 10-Q                                                    -
11  -   Statement reference computation of per share earnings
        - Not applicable                                                      -
12  -   Statement reference computation of ratios - Not applicable             
13  -   Annual Report to Security Holders - With the exception of the
        information incorporated by reference into Items 1, 5, 6, 7
        and 8 of this Form 10-K, the 1995 Annual Report to Stockholders
        is not deemed filed as part of this report                          32-55    
16  -   Letter reference change in certifying accountant - Not applicable     - 
18  -   Letter reference change in accounting principles - Not applicable     -
21  -   Subsidiaries of the Registrant                                         31
22  -   Published report regarding matters submitted to vote of security
        holders - Not applicable                                              -
23  -   Consents of experts and counsel                                        23
24  -   Power of Attorney - Not applicable                                    -
27  -   Financial Data Schedule                                                56
28  -   Information from reports furnished to state insurance regulatory
        authorities - Not applicable                                          -
99  -   Additional exhibits - Not applicable                                  -  
</TABLE>
<PAGE>
                                                            Exhibit 22


                             HOME BENEFICIAL CORPORATION

                           SUBSIDIARIES OF THE REGISTRANT
                                AT DECEMBER 31, 1995    



                                          Jurisdiction          Percentage of
                                           Under Which        Voting Securities
        Name of Subsidiaries*               Organized               Owned

Home Beneficial Life Insurance Company      Virginia                 100%

HBC Development Corporation                 Virginia                 100%


*Business name of the subsidiaries is the same.
<PAGE>