EXHIBIT 10(iii)(A)(6)

               STOCK APPRECIATION RIGHTS AGREEMENT


      STOCK APPRECIATION RIGHTS AGREEMENT dated as of ___________
between Independence Holding Company, a Delaware corporation (the
"Company"),  and  ___________, an employee of the  Company   (the
"Employee").

                      W I T N E S S E T H:

     WHEREAS, the Company has adopted and maintains the Company's
1988 Stock Incentive Plan, as amended (the "Plan") to secure  for
the  Company  and its stockholders the benefit of the  incentives
inherent  in common stock ownership and the receipt of  incentive
awards  by  selected  key  employees  of  the  Company  and   its
subsidiaries  who contribute to and will be responsible  for  its
continued  growth  and  to  provide a mechanism  for  attracting,
motivating  and  retaining  such key employees  by  providing  an
opportunity   for   capital  appreciation  and  giving   suitable
recognition  for  services  which contribute  materially  to  the
success of the Company; and

      WHEREAS,  Section 2 of the Plan provides that the Committee
(as  that  term is defined in the Plan) shall have the power  and
authority  to grant Awards under the Plan, including,  consistent
with  the  terms of the Plan, the power and authority  to  select
officers  and other key employees of the Company to  whom  awards
may  be  granted  from time to time, to determine  the  times  of
grant,  the number of shares of Stock to be covered by any  Award
and to determine the other terms and conditions, not inconsistent
with the terms of the Plan, of any Award; and

     WHEREAS, the Committee has determined that the Employee is a
key  employee  of  the Company and is in a position  to  make  an
important contribution to the Company's long-term performance and
has  determined  to grant to the Employee an  award  of  a  Stock
Appreciation Right pursuant to Section 7 of the Plan.

     NOW, THEREFORE, in consideration of the foregoing and of the
mutual  covenants hereinafter set forth, and for other  good  and
valuable consideration, the parties hereto agree as follows:

1.   Award of Stock Appreciation Right.  Subject to the terms and
conditions hereafter set forth, the Company hereby grants to  the
Employee an Award of a stand-alone Stock Appreciation Right  with
respect to ______ shares of Stock (the "SAR").

2.    Base  Price.  The base price-per-share of Stock subject  to
the  SAR  (the "Base Price") shall be $____, which  is  the  Fair
Market Value of a share of Stock as of the Grant Date.

3.    Date  of Grant.  For all purposes of the Plan, the date  of
grant  of the SAR granted hereby shall be __________ (the  "Grant
Date").

4.     Incorporation   of  Plan.   All  terms,   conditions   and
restrictions  of the Plan are incorporated herein and  made  part
hereof as if stated herein.  If there is any conflict between the
terms  and  conditions of the Plan and this Agreement, the  terms
and  conditions  of  the Plan,

                                 1
<PAGE>
as interpreted by  the  Committee,
shall   govern.   Except  as  otherwise  provided   herein,   all
capitalized  terms used herein shall have the  meaning  given  to
such terms in the Plan.

5.   Exercise Terms.

      (a)   Subject  to  the  provisions of  the  Plan  and  this
Agreement,  the SAR granted hereby shall expire and terminate  on
________ (the "Expiration Date").

      (b)   The  SAR  shall  become  exercisable  in  ____  equal
installments,   the  first of which shall become  exercisable  on
___________, and the second of which shall become exercisable  on
___________.  Once an installment becomes exercisable, subject to
the  terms  hereof  and of the Plan, it shall remain  exercisable
until the Expiration Date.  The SAR may be exercised from time to
time  (each  an "Exercise Date") as to all or part to the  extent
then exercisable.

6.   Payment Upon Exercise of Stock Appreciation Right.

      (a)   Except  as  set forth in Section 7 hereof,  upon  the
exercise  of  the  SAR,  the Employee shall  become  entitled  to
receive an amount equal to the product of (i) the excess  of  (A)
the  Fair  Market Value of a share of Stock on the Exercise  Date
over  (B) the Base Price, multiplied by (ii) the number of shares
with respect to which the SAR is exercised.  Such amount shall be
paid in cash within 120 days after the Exercise Date.

      (b)  As used herein, the "Fair Market Value" of a share  of
Stock on any given date means the average of the closing bid  and
asked  prices  of  the Stock on a national exchange,  or  in  the
absence of closing bid and asked prices on such day, such average
on the first preceding day. So long as the Stock is listed on the
National  Association of Securities Dealers' Automated  Quotation
System  ("NASDAQ"), Fair Market Value shall be determined in  the
same  manner, except the closing bid and asked prices used  shall
be as reported by NASDAQ.

7.     Termination  of  Employment.     In  the  event   of   the
termination  of the Employee's employment as an employee  of  the
Company  other  than  for  Cause, the SAR,  to  the  extent  then
outstanding  and  exercisable,  shall  be  deemed  to  have  been
exercised  as of the date of Disability, death or termination  of
employment,  and  the  SAR, to the extent not  then  exercisable,
immediately shall terminate and be of no further force or effect.
In  the event of termination of the Employee's employment  as  an
employee  of  the Company for Cause, the SAR shall terminate  and
shall  cease  to be exercisable immediately and shall  be  of  no
further  force or effect.  The SAR shall not be affected  by  any
change of employment so long as the Employee continues to  be  an
employee of the Company.

8.   Changes in Stock.  In the event of any stock dividend, stock
split,  reverse stock split, recapitalization, exchange of shares
or  similar  change in capitalization affecting  the  Stock,  the
Committee  shall make appropriate adjustments in the  (b)  number
and kind of shares subject to the SAR and/or (ii) Base Price.  In
the   event   of   any  merger,  consolidation,  dissolution   or
liquidation   of  the  Company,  the  Committee,  in   its   sole
discretion,  may  make  such substitution or  adjustment  in  the
number of shares subject to the SAR and in the Base Price  as  it
may  determine, or accelerate, amend or terminate  the  SAR  upon
such  terms  and  conditions as it shall provide. Notwithstanding
the foregoing, in the event that all or any portion of the SAR is
terminated  and not replaced with a similar award, the  Committee
shall deliver to the Employee such payment or other consideration
as the Committee deems equitable under the circumstances.
                               2
<PAGE>
9.    Withholding Taxes.  All payments under this Agreement shall
be  net of an amount sufficient to satisfy any federal, state and
local withholding tax requirements.

10.  Nature of Payments.

      (a)   Any  and  all  payments hereunder shall  be  paid  in
consideration  of  services performed  for  the  Company  or  its
Subsidiaries or for their benefit by the Employee.

      (b)  All such payments shall constitute a special incentive
payment   to  the  Employee  and  shall  not,  unless   otherwise
determined  by  the  Committee  or  unless  otherwise   expressly
provided  in any applicable plan document or agreement, be  taken
into  account  in  computing  the amount  of  salary  or  regular
compensation of the Employee for the purposes of determining  any
pension,  retirement,  death  or other  benefits  under  (i)  any
pension, retirement, life insurance or other benefit plan of  the
Company  or any Subsidiary thereof or (ii) any agreement  between
the  Company or any Subsidiary thereof, on the one hand, and  the
Employee, on the other hand.

11.   Other  Payments  or  Awards.   Nothing  contained  in  this
Agreement  shall  be deemed in any way to limit or  restrict  the
Company, any Subsidiary thereof or the Committee from making  any
award or payment to the Employee under any other plan, agreement,
arrangement or understanding, whether now existing or  thereafter
in  effect, nor shall anything contained in this Agreement create
a  right  of the Employee to receive any Award under the Plan  or
any other type of award or compensation.

12.   Right  to Terminate Employment.  Nothing in this  Agreement
shall  confer  upon  the Employee the right to  continue  in  the
employment  of the Company or any of its Subsidiaries  or  affect
any  right which the Company or any of its Subsidiaries may  have
to terminate the employment of the Employee.

13.   Non-Transferability.  No rights  granted  to  the  Employee
under  this Agreement shall be assignable or transferable by  the
Employee,  except  by  will  or  by  the  laws  of  descent   and
distribution.   During  the  life of  the  Employee,  all  rights
granted to the Employee under this Agreement shall be exercisable
only  by  the  Employee or by the Employee's  guardian  or  legal
representative.

14.  Administration.

      (a)  The Committee shall have and exercise all of the power
and authority, among other things, (i) to construe, interpret and
implement  this  Agreement, and (ii) to make  all  determinations
necessary or advisable in administering this Agreement.

      (b)   No  member of the Committee shall be liable  for  any
action  or determination made in good faith with respect to  this
Agreement or any Award hereunder.

15.   No Rights as a Stockholder.  The grant of the SAR hereunder
shall  not  confer  on  the Employee  any  of  the  rights  of  a
stockholder of the Company.

16.   Notices.   Any notice to be given to the Company  hereunder
shall  be  in writing and shall be addressed to the Secretary  of
the  Company,  at  96 Cummings Point Road, Stamford,  Connecticut
06902,  or  at  such other address as the Company  may  hereafter
designate  to  the  Employee by notice as  provided  herein.  Any
notice  to  be given to the Employee hereunder shall
                                3
<PAGE>
be addressed
to  the  Employee at the address set forth beneath his  signature
hereto,  or  at such other address as the Employee may  hereafter
designate  to the Company by notice as provided herein.   Notices
hereunder shall be deemed to have been duly given when mailed  by
registered or certified mail to the party entitled to receive the
same.

17.   Successors  and Assigns.  This Agreement shall  be  binding
upon  and  inure  to the benefit of the parties  hereto  and  the
successors  and  assigns of the Company and, to  the  extent  set
forth   in   Section  7  hereof,  to  the  heirs   and   personal
representatives of the Employee.

18.  Exercise.  The SAR shall be exercisable in whole or in part.
The  partial  exercise of the SAR shall not cause the expiration,
termination  or  cancellation of the remaining  portion  thereof.
The  SAR  shall  be  exercised by delivering  a  notice  of  such
exercise to the Company, no less than one business day in advance
of  the  effective  date of the proposed exercise.   Such  notice
shall  be accompanied by this Agreement, shall specify the number
of  shares  of  Stock  with respect to which  the  SAR  is  being
exercised  and the effective date of the proposed exercise.   The
Employee may withdraw such notice at any time prior to the  close
of  business  on  the  business  day  immediately  preceding  the
effective  date  of  the proposed exercise, in  which  case  this
Agreement shall be returned to the Employee.

19.   Employee  Acknowledgment.  The Employee hereby acknowledges
receipt  of a copy of the Plan.  The Employee hereby acknowledges
that  all  decisions, determinations and interpretations  of  the
Committee  in  respect of the Plan, this Agreement  and  the  SAR
shall be final and conclusive.

20.   Integration.  This Agreement (together with the Plan, which
is   incorporated  herein  by  reference)  contains  the   entire
understanding of the parties with respect to its subject  matter.
There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings with respect to the subject
matter hereof other than those expressly set forth herein.   This
Agreement  supersedes  all  prior agreements  and  understandings
between the parties with respect to its subject matter.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement as of the date and year first above written.



                    INDEPENDENCE HOLDING COMPANY


                    By: ______________________________


                    __________________________________




                                   4