SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal year ended December 31, 1995  
Commission File Number  0-3216

INVESTORS HERITAGE LIFE INSURANCE COMPANY, INC.
(Exact name of registrant as specified in Charter)

           KENTUCKY                     61-0574893
(State or Other Jurisdiction          (IRS Employer 
of Incorporation or Organization)           Identification Number)

200 Capital Avenue, Frankfort, Kentucky   40601
(Address of Principal Executive Offices)

Registrant's telephone number, including area code 502 223-2361

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Common $1 Par Value

Name of Each Exchange on Which Registered
NASDAQ

Securities registered pursuant to Section 12(g) of the Act:

Common Capital Stock Par Value $1.00 Per Share
(Title of Class)

Indicate by check mark whether the registrant (l) 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 (229.405 of this chapter) 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)

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant $4,854,627 as of December 31, 1995.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

Class
Common Capital Stock

Outstanding at December 31, 1995
898,389

Documents Incorporated by Reference:

(1)  Portions of the Annual Report to the Stockholders for the year ended
December 31, 1995 (Form 10-K, Items 1, 5a, 6, 7 and 8)
(2)  Portions of the Proxy Statement dated April 19, 1996, for the Annual
Meeting of Stockholders to be held May 9, 1996 (Form 10-K, Items 10, 11, 12 and
13.)                                 PART I

Item 1.  Business

(a)  General

       (a)  The business of the Company is life insurance.  The Company was
incorporated under the laws of Kentucky on August 31, 1960, and commenced
business  in April, 1961.  Its principal office is located at 200 Capital
Avenue, Frankfort, Kentucky 40601, telephone number (502) 223-2361. The Company
also owns 96% of Investors Underwriters, Inc., an investment holding company. 
Kentucky Investors, Inc., a Kentucky Corporation ("KII"), owns 73% of the
Company's stock. In addition, KII wholly owns Investors Heritage Printing, Inc.
("IHP") and Investors Heritage Financial Services Group, Inc. ("FSG").  The
business segments of the Company are identified and discussed on page 45-46
of the
Annual Report to Stockholders for the year ended December 31, 1995 and are
incorporated herein by reference.
         A portfolio of the standard forms of participating, non-participating,
whole life, limited pay, endowment, split-funding, interest-sensitive whole
life, guaranteed issue whole life, universal life, term and group life is
offered by the Company.  In addition, the Company has historically written
credit life and credit accident and health insurance (respectively, "Credit
Life" and "Credit A&H", and collectively "Credit Insurance") on a group basis;
and during 1995, the Company exited the credit insurance market as a direct
writer and experienced insignificant production  (less than $500,000) from the
Credit Insurance product lines in 1995.
       During 1995 sales operations were conducted through the Ordinary Life
sales  division.   Due to the fact that the Company was not a direct writer of
Credit Insurance products during 1995, FSG was formed as  a wholly-owned
marketing company of KII to market a variety of products for a number of other
unaffiliated companies as well as the Company's mortgage protection products to
financial institutions. As anticipated, more than 10% of FSG's revenues during
1995 were  derived from Franklin Life Insurance Company, Springfield, Illinois,
("Franklin") from the sale of Franklin's Credit  Insurance products.
       During 1996 sales operations will continue to be conducted through the
ordinary life division of the Company and through FSG which will market the
Company's Ordinary and Credit Insurance products  and  other products for
unaffiliated companies identified below.  See "Material Changes and
Developments-Credit Insurance".  It is anticipated that more than 10% of FSG's
revenues for 1996 will be derived from the sale of the Company's Credit
Insurance products.
       Ordinary Life.  Ordinary Life sales are under the direct supervision of
the home office using a regionally supervised agency system.  The method of
field operation involves independent contractual agents working with district
and regional managers.  These managers contract with and train agents who work
under them.  The regional managers may have several district managers under
their supervision. The Company  also sells business through general agents or
brokers who may represent one or more companies.
        Approximately 37% of total insurance in force is Ordinary Life.
        The Ordinary Life sales are built around a standard portfolio of life
insurance products with some of the major contributions to in-force business
being a participating ordinary life insurance policy, a guaranteed issue whole
life policy and non-participating life policies.
        Some of the participating policies provide for payment of guaranteed
annual endowments of fixed amounts beginning at the end of the second policy
year and continuing through the premium paying period. These policies also have
an annual  guaranteed benefit.  As of December 31, 1995, 12% of the total
ordinary insurance in force was comprised of participating policies and of the
12%, approximately 7% was comprised of participating policies with some
guaranteed benefit.
        Another block of participating policies provides for payment of a
dividend which will purchase additional insurance equal to 5% of the previous
year's total death benefit, including any additional insurance purchased in
prior years.  The dividend is not guaranteed.  As of December 31, 1995, 5% of
the total ordinary insurance in force was comprised of participating policies
with non-guaranteed benefits.
        Non-participating life insurance policies represented 88% of the total
ordinary insurance in force.
        Four different guaranteed issue whole life policies were sold through
1993.  Each has a policy limit of $10,000 face amount, with graded death
benefits during the first two policy years.  Two of the policies are non-
participating with non-guaranteed increases in the death benefit and two of the
policies are participating.
        The Company also issues two non-participating interest-sensitive single
premium whole life policies based on simplified underwriting.  These policies
provide for payment of the full face amount at the death of the insured and for
increasing death benefits on a non-guaranteed basis.
        During 1994, the Company introduced new products designed for the pre-
arranged funeral market.  These products are single premium and modal premium
non-participating whole life policies.  Single premium policies are sold on a
guaranteed issue basis and modal premium policies are fully underwritten.  Both
single and modal premium policies provide for non-guaranteed increasing death
benefits and have a maximum face amount of $25,000.  The Company also sells a
mortgage protection product which is being marketed by FSG.
        Although it was  anticipated that during 1995 the Company would
introduce group products designed for the prearranged funeral market, those
products  are still in the design phase and have not been introduced yet.
        Credit Insurance.  Credit Insurance is generally sold through banks,
finance companies and automobile dealerships and  is offered in connection with
the extension of credit by these institutions.  The amount of the insurance is
designed to cover the amount of the loan, with the financial institutions being
the beneficiary of the insurance policy to the extent of the unpaid balance of
the loan.  Credit Insurance production is generally dependent on consumer debt. 
In times  of low unemployment, reasonable interest rates and a steadily 
improving economy, consumer debt increases; therefore, Credit Insurance sales
increase.  When the economy slows, consumer debt slows and therefore Credit
Insurance sales decrease.
        During the fourth quarter of 1994, the Company began phasing out of the
Credit Insurance market as a direct writer and premium production from Credit
Insurance during 1995 was less than $500,000, as anticipated.  The Company
continued to provide the administration and claims processing services for the
Credit Insurance operations. FSG entered into a marketing agreement with
Franklin to market Franklin's Credit Insurance products during 1995. 
       During the fourth quarter of 1995, the Company and FSG were advised that
Franklin was exiting the Commonwealth of Kentucky as a direct writer of Credit
Insurance products.  FSG immediately began negotiations with several
unaffiliated insurance companies to market Credit Insurance for them. 
Simultaneously, FSG initiated discussions with unaffiliated insurance companies
regarding a transaction where the Credit Insurance business would be written by
the Company and all of the risk would be immediately reinsured to the
unaffiliated insurance company.  A reinsurance transaction was viewed favorably
because the Company would be able to generate an alternate source of income
through fees from administration and claim processing services provided.  In
addition, FSG would be able to maintain its revenues in the form of commissions
from the sale of the Company's Credit Insurance products.
       In December, 1995, the Company entered into a reinsurance agreement with
The Connecticut General Life Insurance Company, Bloomfield, Connecticut
("Connecticut General") under the terms of which the Company will cede to
Connecticut General all of the risk on all Credit Insurance policies sold by
the
Company. In addition to receiving a retention fee the Company will also receive
a fee for administration and claims processing services. Other than adding one
to three employees, no additional amounts are anticipated to be required to be
expended in order to further utilize the Company's administrative and claims
processing capabilities.   Employees will be added only when warranted.  
          It was and continues to be management's belief that the number of
Credit Insurance providers in the Commonwealth of Kentucky is contracting as a
result of two Kentucky domestic insurers exiting the Credit Insurance market.
Management believed there would be opportunities to administer Credit Insurance
business in Kentucky for non-domestic insurers that are expected to replace
exiting insurers.  This belief has come to fruition in an alternate way through
the reinsurance agreement with Connecticut General.  The Company will continue
to seek contracts to operate as an administrator for other companies which sell
Credit Insurance.
        FSG will call on banks, finance companies and selected automobile
dealerships to market the Credit Insurance products.  The Company anticipates
Credit Insurance gross written premiums to exceed $10 million in 1996; however,
as described above, that business will be ceded to Connecticut General. 
Approximately 9% of the total life insurance in force is Credit Insurance, all
of which was written directly by the Company.
        In addition to selling Credit Insurance, some of the Company's bank
agents obtain an ordinary life license enabling them to sell mortgage insurance
that might be required in excess of the statutory Credit Life limitation
enacted
by each state where our Credit Insurance products are sold. The Company's
mortgage insurance products will continue to be marketed through FSG. 
        Group Life.  Group life accounts for the remaining 54% of in-force
business.  Since 1990, the Company has participated in the Federal Employee
Group Life Insurance (FEGLI) Program, which is administered by Metropolitan
Life
Insurance Company. As a result of the termination of the Commonwealth of
Kentucky group life contract, on November 30, 1992, the Company's participation
in the FEGLI Program was substantially decreased during 1993 and 1994.  The
reduction from 1992 to 1993 was $195,690,000  to $721,775,000 and from 1993 to
1994 the reduction was $53,011,000 to $668,764,000.  From 1994 to 1995 the
reduction was $34,106,000 to $634,658,000.
        Principal Markets. The principal markets for the Company's products are
in the Commonwealths of Kentucky and Virginia, and the States of North
Carolina,
South Carolina, Ohio, Indiana, Florida, Tennessee, Illinois, Kansas, West
Virginia and Texas.  The Company has licensed ordinary agents and regional
managers throughout these states. The Company also has licensed credit life
agents in over 75 banks and automobile dealerships  throughout the Commonwealth
of Kentucky.  
        The Company is also licensed in sixteen other states: Georgia, Alabama,
Arkansas, Mississippi, and Louisiana in the South and Southeast; Colorado,
Missouri, New Mexico, North Dakota, South Dakota, Oklahoma, Montana, Nebraska,
Arizona and Utah in the West; and Michigan in the North.  The business in these
states is written mostly through general agents.
       Risk. The Company in many cases requires evidence of insurability before
issuing individual life policies including,in some cases, a medical examination
or a statement by an attending physician.  Home office underwriters review the
evidence of insurability required and approve the issuance of the policy in
accordance with the application if the risk is acceptable.  Some applicants who
are substandard risks are rejected, but many are offered policies with higher
premiums, restricted coverages or reduced benefits during the first two policy
years.  The majority of the single premium business is written through the
prearranged funeral market without evidence of insurability, relying on
safeguards such as product design, limits on the amount of coverage, and
premiums which recognize the resultant higher level of claims.
        Risk is integral to insurance but, as is customary in the insurance
business, the Company obtains reinsurance with respect to amounts in excess of
its retention limits.  The maximum limit of retention by the Company on its
standard contract for any one life is $100,000 plus the amount of the return of
premium benefits, if any.  The maximum is reduced for sub-standard classes of
risk.  The maximum retention on Credit Life was $100,000 per life.  Excess
coverages are reinsured externally.  As of December 31, 1995; approximately
$180,265,000, or 8% of total life insurance in force was reinsured with non-
affiliated well established insurance companies. The Company would become
liable
for the reinsured risks if the reinsurers could not meet their obligations.
        The Company is party to a number of reinsurance and coinsurance
agreements with non-affiliated companies. Approximately $180,265,000 of
insurance in force for the Company was reinsured with seventeen companies.   
The  reinsurers for the Company and amounts of insurance in force that are
reinsured are as follows: 

COMPANY                      REINSURANCE AMOUNT  PERCENT OF TOTAL
Crown Life Insurance Co.         $53,359,000        29.6%
The Lincoln National Life Ins. Co.75,440,000        41.9%
J.M. Limited                      17,703,000         9.8%
LNB Life Insurance Co.             4,984,000         2.8%
AEtna Life Insurance Co.           2,252,000         1.2%
Indiana-Kentucky Ins. Co. Ltd.     3,552,000         2.0%
Riverside Reinsurance Ltd.         4,807,000         2.7%
Pirtle Ltd.                        2,860,000         1.6%
Lancaster Life Insurance Co.       4,012,000         2.2%
Business Men's Assurance Co.       4,139,000         2.3%
North American Reinsurance Co.     2,625,000         1.5%
Groves Reinsurance Ltd.            1,811,000         1.0%
Munich American Reinsurance Co.    1,865,000         1.0%
Other Companies (4)                  856,000          .4%
TOTAL                           $180,265,000       100.0%


AEtna and Crown Life reinsured Credit Life and Credit A&H policies sold between
July 1, 1988 and June 30, 1992.  These reinsurance agreements were terminated
with respect to new issues by the Company during 1991 and 1992, respectively. 
Neither reinsurer accepted the risk on any new policies issued after the
termination date of each agreement; however, both AEtna and Crown Life continue
to provide reinsurance on all Credit Insurance policies sold prior to March 16,
1991 (AEtna) and June 30, 1992 (Crown Life).  During 1996, the Company will
reinsure all of the risk on the Credit Insurance policies sold by its agents to
Connecticut General.
       The Company has not experienced a reinsurer default under any of the
reinsurance agreements to which the Company is a party.  Further, the Company
has no knowledge of and does not anticipate any material default in any
existing reinsurance obligations.
       Regulation of Insurance.  The business of the Company is subject to
regulation and supervision by the insurance regulatory authority of each state
in which the Company is licensed to do business. Such regulators grant licenses
to transact business; regulate trade practices; approve policy forms; license
agents;  establish minimum reserve and loss ratio requirements; review form and
content of required financial statements; prescribe types and amounts of
investments permitted; and assure that capital, surplus and solvency
requirements are met.  Insurance companies can also be required under the
solvency or guaranty laws of most states in which they do business to pay
assessments up to prescribed limits to fund policyholder losses or liabilities
of insolvent insurance companies.  They are also required to file detailed
annual reports with supervisory agencies, and records of their business are
subject to examination at any time. Under the rules of the National Association
of Insurance Commissioners (the "NAIC"), a self-regulatory organization of
state insurance commissioners, insurance companies are examined periodically
by one or more of the regulatory authorities.
      Domiciled in the Commonwealth of Kentucky, the Company is licensed by the
Kentucky Department of Insurance and is subject to its examination and
regulations. The quadrennial audit was completed during 1990 for the four years
ending December 31, 1989. The Company received an excellent report.  The
Company received its most recent  quadrennial examination  during 1995. The
Company anticipates conclusion on or before the end of the second quarter of
1996. The examination will cover the five year period ending December 31, 1994. 
Kentucky law now requires an examination every three years; therefore, it is
anticipated that the Company's next examination will commence during 1998 for
the three years ending December 31, 1997.
       In December of 1992, the NAIC adopted a "Risk Based Capital for Life
and/or Health Insurers Model Act" (the "Model Act") which was designed to
identify inadequately capitalized life and health insurers.  The Model Act
defines two key measures:  (i)  adjusted capital, which equals an insurer's
statutory capital and surplus plus its asset valuation reserve, plus one-half
its liability for policyholder dividends ("Adjusted Capital") and (ii)
authorized control level risk based capital  ("RBC").  RBC is determined by a
complex formula which is intended to take into account the various risks
assumed
by an insurer.  Should an insurer's Adjusted Capital fall below certain
prescribed levels (defined in terms of its RBC), the Model Act provides for the
following four different levels of regulatory attention:
       "Company Action Level:"  This level of review is triggered if an
insurer's Adjusted Capital is less than 200 percent of its RBC. The insurer is
required to submit a plan to the appropriate regulatory authority that
discusses
proposed corrective action. The Company's Adjusted Capital is more than 3.2
times the required amount.
       "Regulatory Action Level":  This level of review is triggered if an
insurer's Adjusted Capital is less than 150% of its RBC. The regulatory
authority formally requires the insurer to submit an RBC plan, and performs a
special examination of the insurer and issues an order specifying corrective
actions. The Company's Adjusted Capital is more than 4.2 times the required
amount.
       "Authorized Control Level":  This level of review is triggered if an
insurer's Adjusted Capital is less than 100% of its RBC.  The regulatory
authority is authorized to take whatever action it deems necessary. The
Company's Adjusted Capital is more than 6.4 times the required amount.
       "Mandatory Control Level":  This level of review is triggered if an
insurer's Adjusted Capital falls below 70% of its RBC. The regulatory authority
is required to place the insurer under its control. The Company's Adjusted
Capital is more than 9.1 times the amount required.
       Since the Adjusted Capital levels of the Company currently exceed all of
the regulatory action levels as defined by the NAIC's Model Act, the Model Act
currently has no impact on the Company's operations or financial condition.
       Competition.  The life insurance business is highly competitive.  With
the introduction of universal life and other interest sensitive products in
recent years, competition with other financial institutions has increased.  The
industry includes both stock and mutual companies, including some of the
largest
financial institutions in the United States.  While the business is responsive
to the current economic environment, changes are not quite so volatile, and
there are indications that, except for Credit Life, the life insurance market
is stable, even in times of stress for other companies.
       The Company differentiates itself through its marketing techniques,
product features, customer service and reputation. The Company maintains its
competitive position by its focus on areas which have historically proven
profitable. Those areas include single premium pre-need products, modal premium
final expense products, traditional whole life products, mortgage protection
products and level term products. The Company's competitive position is
maintained by its ability to provide quality customer service throughout the
distribution system.  Other competitive strengths include the Company's
asset/liability management system, a quality investment portfolio which
provides liquidity and the Company's non-leveraged financial position. 
       The business of the Company is not seasonal.
(b) Material Changes and Developments
        While changes in the life insurance business are not as dramatic as in
other forms of business, new product development and innovative sales methods
must be ongoing to meet the current economic times. The Company, however,
believes that growth from increased sales is directly related to the constant
attention paid to revising and selling the products developed by the Company.  
       rdinary Production. The Company is working diligently to increase
ordinary product sales.  The largest increase in this area has been the final
expense and prearranged funeral sales.  Final expense sales include the sale of
lower face amount ordinary life insurance products, the purpose of which is to
pay the insured's final expenses. Prearranged funeral sales include the sale of
modal premium and single premium ordinary life policies which are sold to fund
a specific prearranged funeral contract. The Company expanded its marketing
capability for this market through the 1993 acquisition of marketing assets and
agents from Legacy One, Inc., a former independent marketing agent for the
Company.  As a result, the Company steadily increased sales during 1993 and
1994.  The actual increase in 1994 over 1993 in overall ordinary premium
production was approximately 21%, significantly higher than the 10-12% increase
anticipated by management, and the increase in 1995 over 1994 was approximately
11%, as anticipated.  The Company is continuing to increase its marketing
operations and to expand into new states, including but not limited to,
Tennessee, Indiana, Illinois, Kansas and South Carolina.  The Company
anticipates continued growth in premium production of approximately 10-12
percent in the prearranged funeral market during 1996.
       Credit Insurance. From 1988 to 1991, the Company substantially increased
sales of Credit Insurance to $37 million and reinsured substantial portions of
the Credit Life and Credit A&H business with AEtna and Crown Life.  However,
during 1992 the Company decreased Credit Insurance production to the pre-1988
annual premium levels of $8-10 million.  As a result of the anticipated
decreased in production, the reinsurance agreement with Crown Life was
terminated effective for policies written after June 30, 1992, as set forth
above.  See "Business-Risk". Desired levels of Credit Insurance production were
reached in 1993 and 1994.
       Throughout 1994 the Company continued to closely monitor Credit Life and
Credit A&H claims and make adjustments in the claims administration process. 
Claim ratios on Credit A&H have stabilized.  The Company continues  to closely
monitor the claims paying process to make certain that proper payments are
being made in accordance with the policy.
       The Company's Credit Insurance operation continued to be strong
throughout 1994 in financial institutions and with a selected number of
automobile dealers participating in either a reinsurance program or the
Company's commission structure.  However, during 1994 the Company decided to
exit the Credit Insurance market as a direct writer.  The driving factor behind
this decision was the desire of the Company's Board of Directors and management
to improve and strengthen the Company's surplus and profitability. 
Historically, the Credit A&H line has not been a profitable segment of the
Company's business; however, when balanced with the Credit Life line,
acceptable
profit margins were achieved.  Since 1991, the profitability of the lines
diminished due to increased losses on the Credit A&H line and shrinking profit
margins on the Credit Life line.  Therefore, since other lines of business have
been and continue to show strong growth and profits, and the continued sale of
Credit A&H inhibited growth of the Company's surplus and the full realization
of
profits from other lines of business, management and the Board of Directors
determined that it was in the best interest of the Company and its stockholders
to discontinue as a direct writer of Credit Life and Credit A&H.
       Realizing the significant contribution of our financial marketing group,
which was successful in increasing the Company's Credit Insurance production to
record levels during the late 1980's and early 1990's, and realizing the
significant relationship our employees have developed with the financial
institutions in the Commonwealth of Kentucky, KII formed FSG as a wholly-owned
subsidiary. During 1995, FSG was responsible for marketing a myriad of products
for unaffiliated companies to  financial institutions including Credit Life and
Credit A&H (Franklin), Individual Disability (Illinois Mutual Life and Casualty
Company), Involuntary Unemployment Insurance (Vesta Fire Insurance Corp.), and
GAP, which covers the excess of the loan amount over the value of the
collateral
if the collateral is a total loss (General Electric Capital Assurance Company).
The Company was not  a direct writer of any of these products during 1995.  FSG
will continue to  market the Company's mortgage protection products, and
management anticipates growth of approximately 3-5 percent in this segment of
the Company's business during 1996 due to the marketing efforts of FSG.  In
addition, as explained in more detail below, FSG will be marketing the
Company's Credit Insurance products during 1996.
       During the fourth quarter of 1995, FSG and the Company were advised that
Franklin was exiting the Commonwealth of Kentucky as a direct writer of Credit
Insurance products.  FSG immediately began negotiating with a number of
unaffiliated insurance companies to market Credit insurance products for them. 
In addition, FSG began negotiating a potential transaction with unaffiliated
companies where the Credit Insurance policies would be written by the Company
and all of the risk would be immediately reinsured to the unaffiliated company. 
       Under a reinsurance arrangement, the Company would generate alternative
revenues from retention fees and fees for administration and claims processing. 
Additionally, FSG will continue to generate revenues in the form of
commissions. 
Therefore, in December 1995 the Company entered into a reinsurance agreement
with Connecticut General under the terms of which all of the risk on all Credit
Insurance policies sold by the Company would be reinsured with Connecticut
General. 
        The decision to reenter the Credit Insurance market as a direct writer
required careful consideration of the decision to exit the market during 1995. 
The driving factors behind the decision to reenter were the ability to
structure
the reinsurance transaction with a highly rated insurance company, the ability
to protect, improve and strengthen the Company's surplus and profitability, the
ability to utilize our Credit Insurance administration and claims processing
capabilities and the ability to generate alternative sources of revenue for the
Company.  The structure of the reinsurance agreement with Connecticut General
accomplishes each of these goals. Further, FSG has been successful in retaining
the majority of the Credit Insurance agency accounts and has successfully
recruited another unaffiliated agency which is anticipated to more than double
overall gross written Credit Insurance premiums and will therefore further
enhance FSG's revenues.
       Employees.    The number of persons employed by the Company is 113.  The
number of active independent contractual agents of the Company is 2,344. 
Management of the Company considers its relationship with the employees and
agents to be satisfactory.tem 2.  Properties
       The physical property of the Registrant consists of the home office
building and grounds, owned in fee, at 200 Capital Avenue, Frankfort, Kentucky. 
Adjacent to the home office, the Company owns additional property on Second
Street and on Shelby Street in Frankfort, Kentucky.  One building is used for
Agency and Company meetings;  one building is a print shop used by IHP, one 
building is used for supplies and additional storage; and one building is
leased
to a commercial tenant.  The Company also leases office space at One Harbison
Way, Suite 106, Columbia, South Carolina 29212.

Item 3.  Legal Proceedings
       There are no legal proceedings to which the Registrant is a party which
are material to the overall financial condition or the results of operations of
the Company.


Item 4.  Submission of Matters to a Vote of Security Holders
       None.

                                     PART II
Item 5.  Market for the Registrant's Common Stock and Related Security Matters
       (a)  The information relative to the market value of the Company's stock
appears on the inside back cover in the Annual Report to the Stockholders for
the year ended December 31, 1995, and is incorporated herein by reference.
       (b)  Approximate Number of Equity Security Holders
                (A)               (B)
                              Number of Holders
             Title of Class   of Record 12-31-95

             Common Stock         2,941              
       (c)  Dividends
         Cash dividends paid in 1995 amounted to $685,219 or $.76 per share. 
The 1995 cash dividend, to be paid April 12, 1996, is $.76 per share, payable
to stockholders of record March 29, 1996.  
 
Item 6.  Selected Financial Data
       Selected financial data for the past five years appears on page 29 in
the Annual Report to the Stockholders for the year ended December 31, 1995, and
is incorporated herein by reference.

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

       Management's Discussion and Analysis of financial condition and results
of operations appears on pages 9-21 in the Annual Report to the Stockholders
for the year ended December 31, 1995, and is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data
       The consolidated financial statements and notes appear on page 30
through 46 in the Annual Report to Stockholders for the year ended December 31,
1995, and are incorporated herein by reference.  See Part IV, Item 14.

Item 9.  Disagreements on Accounting and Financial Disclosure
       None.
                                    Part III
Item 10. Directors and Executive Officers of the Registrant
       (a)     The Executive officers and directors of the Company are:

Name, Position & Year                    Family                 
Became Officer/Director      Age         Relationship                 
                         
Harry Lee Waterfield II      52
Chairman of the Board,
President/1963

Jimmy R. McIver              44
Treasurer/1988

Wilma Yeary                  64
Secretary/1989

Jane S. Jackson              41
Assistant Secretary/1989

Howard L. Graham             61
Vice President, Corporate Services
1969

Loretta Jane Wise            49
Vice President, Policy Service/1988

Nancy W. Walton              56         Sister of
Vice President, Underwriting/1975       Harry Lee
                                        Waterfield II

N. Douglas Hippe             57
Vice President, Acting/1974

Raymond L. Carr              47
Vice President, Admn.  Operations
1977

John E. Simmons              43
Vice President, Credit Life/Office
Services


Donald R. Philpot            58
Vice President, Agency/1981

Margaret J. Kays             64
Vice President, Human Resources/
1993

Helen S. Wagner              59
Director/1986

Jerry F. Howell              82
Director/1964

Jerry F. Howell, Jr.         54         Son of Jerry
Director/1987                           F. Howell

Robert M. Hardy, Jr.         38         Nephew of
General Counsel, Director/1986          Harry Lee
                                        Waterfield II

Michael F. Dudgeon           34         Nephew of
Director/1988                           Harry Lee
                                        Waterfield II

Adron Doran                  86
Director/1972

H. Glenn Doran               70
Director/1992

Clair S. Manson              68
Vice President, Chief Actuary/1987

Joe R. Johnson               78
Director/1972


          (b)     The principal occupation of each of the Officers listed above
for the past five years has been that as indicated, except for Margaret J.
Kays. 
Ms. Kays was elected Vice President, Human Resources in 1993.  Prior to that
time, Ms. Kays served as the Company's Assistant Vice President, Credit Life
Accounting.  Each of the Directors has occupied the position indicated for a
period of more than five years with the exception of H. Glenn Doran.  Mr. Doran
was elected to the Board in July of 1992.  Information regarding the business
experience of the Directors who are not officers of the Company is shown on
pages 2, 3 and 4 of the Proxy Statement for the Annual Meeting of Shareholders
to be held on May 9, 1996, and is incorporated herein by reference. 
          There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material  to the evaluation of the
ability and integrity of any Director or Executive Officer during the past five
years.
         Officers are appointed annually by the Board of Directors at the Board
meeting immediately following the Annual Meeting of Shareholders.  There are no
arrangements or any understandings between any officer and any other person
pursuant to which the office was selected.

Item 11.  Executive Compensation and Transactions
          Information regarding compensation of executive officers and
transactions with executive officers and directors is not restated in this
Annual Report because the response to this item is shown on page 5 & 6 of the
Proxy Statement for the Annual Meeting of Shareholders to be held May 9, 1996
and is incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management
          Security ownership by Officers Directors, and management, is not
restated in this Annual Report because the response to this item is shown on
pages  2, 3 & 4 of the Proxy Statement for the Annual Meeting of
Stockholders to
be held May 9, 1996, and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions
          Certain relationships and related transactions are shown on
the page 7 of
the Proxy Statement for the Annual Meeting of Stockholders to be held May 9,
1996,  and are incorporated herein by reference.
                                     PART IV
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
          (a)1. Financial Statements incorporated herein by reference in Item 8
to the Company's Annual Report to Stockholders for the year ended December 31,
1995 (pages 30 to 46) filed as Exhibit 1:
          Consolidated Balance Sheets -- December 31, 1995 and 1994
          For the years ended December 31, 1995, 1994 and 1993:
          Consolidated Statements of Income
          Consolidated Statements of Stockholders' Equity
          Consolidated Statements of Cash Flow
          Notes to Consolidated Financial Statements
       (a)2.  Financial Statement Schedule
       Schedule I--Summary of Investments -- Other than Investments in Related
Parties
       Schedule III --  Supplementary Insurance Information
       Schedule IV -- Reinsurance
       The financial statements and schedules of Investors Heritage Life
Insurance Company, as incorporated by reference in its Annual Report on Form
10-K filed with the Securities & Exchange Commission for the year ended
December 31, 1995, are incorporated herein by reference.
      All other schedules have been omitted as not applicable, not required, or
the required information has been included in the financial statements, notes
thereto, or are incorporated herein by reference to the Annual Report on Form
10-K of Investors Heritage Life Insurance Company for the year ended December
31, 1995.

       (a)3.  Listing of Exhibits
      Exhibit 1 - Annual Report to the Stockholders for the year ended December
31, 1995.*
       Exhibit 3.1-- Articles of Incorporation of the Company, as amended.
       Exhibit 3.2--  By-Laws of the Company, as amended.
       Exhibit 11--  Statements re Computation of Per Share Earnings.**
       Exhibit 23 - Consent of Independent Auditors.
       *The material included in this Report shall not be deemed to be "filed"
with the Commission or otherwise subject to the liabilities of Section 18 of
the
Act, except to the extent that this registrant specifically incorporates it in
its Annual Report on this Form 10-K by reference.
       **The information required is contained in Note A to the Consolidated
Financial Statements, "Common Stock and Earnings per Share", on page 37 of the
Annual Report to the Stockholders for the year ended December 31, 1995 and is
incorporated herein by reference.
       (b)  Reports on Form 8-K
         No filing of Form 8-K was made in the fourth quarter, 1995.
       (c)  See Item 14(a)(3) above.
       (d)    Financial Statement Schedules - The response to this portion of
Item 14 is submitted as a separate section of this report.
                                   SIGNATURES
       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.

                   Investors Heritage Life Insurance Company

 3-24-96           /s/
       DATE        BY:  Harry Lee Waterfield II
                   ITS: Chairman of the Board, President and
                        Chief Executive Officer


      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report is signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

                                           DATE


/s/
Chairman of the Board,
Harry Lee Waterfield II
President and Chief                       3-14-96
Executive Officer

/s/
Treasurer                                 3-14-96
Jimmy R. McIver


/s/                                       3-14-96
Howard L. Graham
Vice President
Corporate Services


/s/                                       3-14-96
Jerry F. Howell
Director

/s/                                       3-14-96
H. Glenn Doran
Director

/s/                                       3-14-96
Helen S. Wagner
Director

/s/                                       3-14-96
Adron Doran
Director

/s/                                       3-14-96
Robert M. Hardy, Jr.
General Counsel
and Director

/s/                                       3-14-96
Jerry F. Howell, Jr.
Director

/s/                                       3-14-96
Michael F. Dudgeon, Jr.
Director

/s/                                       3-14-96
Joe R. Johnson
Director



                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Investors Heritage Life Insurance Company

       We have audited the consolidated financial statements of Investors
Heritage Life Insurance Company and subsidiary listed in the accompanying Index
to financial statements (Item 14(a)).  Our auditors also included the financial
statement schedules listed in the Index at Item 14(a).  These financial
statements and schedules are the responsibility of the Company's management. 
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.

       We conducted our auditors in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

       In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of
Investors Heritage Life Insurance Company and subsidiary at December 31, 1995
and 1994, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1995, in
conformity
with generally accepted accounting principles.  Also, in our opinion, the
financial statement schedules, when considered in relation to the basis
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

       As discussed in Note A to the consolidated financial statements, the
Company changed its method of accounting for certain investments in debt
securities in 1994.  Also, as discussed in Note A to the consolidated financial
statements, the Company changed its method of accounting for income taxes in
1993.

                      /s/
                      Ernst & Young LLP

Louisville, Kentucky
March 15, 1996


                         CONSENT OF INDEPENDENT AUDITORS

                                   EXHIBIT 23

      We consent to be incorporation by reference in the Registration Statement
(Form S-8 No. 33-46722-01) pertaining to the Kentucky Investors, Inc. and
Affiliated Companies 401(k) Savings Plan and Trust Agreement and in the related
prospectus of our report dated March 15, 1996 with respect to the consolidated
financial statements and schedules of Investors Heritage Life Insurance Company
included in the Annual Report (Form 10-K) for the year ended December 31, 1995.

                      /s/
                      Ernst & Young LLP

Louisville, Kentucky
March 25, 1996




            INVESTORS HERITAGE LIFE INSURANCE COMPANY AND SUBSIDIARY
        SCHEDULE I -- SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN
                                 RELATED PARTIES
                                DECEMBER 31, 1995

                                                       AMOUNT AT 
                                                       WHICH
                                            MARKET     SHOWN IN THE
TYPE OF INVESTMENT             COST         VALUE      BALANCE
                                                       SHEET
Fixed maturity securities
available-for-sale:

Bonds:
  United States and government
  agencies and authorities $ 24,214,107  $25,563,404  $25,563,404

  States and political        1,987,512    2,061,000    2,061,000
  subdivisions

  Foreign                     5,015,069    5,275,140    5,275,140

  Mortgage-backed
  securities                 31,685,496   32,506,539   32,506,539

  Corporate                  68,914,613   71,951,307   71,951,307

Redeemable preferred stock       21,000       44,326       44,326
                           ------------  -----------  -----------
  Total                    $131,837,797 $137,401,716 $137,401,716
                           ============ ============ ============

Equity securities, 
  available for sale:

  Common stocks:
    Banks, trusts &
    insurance companies    $    433,481 $  1,761,658 $  1,761,658

    Industrial, misc.
    and all other               331,005      305,388      305,388

Nonredeemable preferred
  stocks                        546,907      498,890      498,890
                           ------------  -----------  -----------
  Total                    $  1,311,393 $  2,565,936 $  2,565,936
                           ============ ============ ============

  Total securities
    available for sale:    $133,149,190 $139,967,652 $139,967,652
                           ============ ============ ============


  Mortgage loans
    on real
    estate                   13,058,464     XXXXXXXX   13,058,464

  Policy loans                6,869,039     XXXXXXXX    6,869,039

Other long term
  investments                   301,733     XXXXXXXX      301,733

Short-term
  investments                 1,103,021     XXXXXXXX    1,103,021
                           ------------              ------------

    Total investments      $154,481,447     XXXXXXXX $161,299,909
                           ============              ============



                    INVESTORS HERITAGE LIFE INSURANCE COMPANY

                                  SCHEDULE III

                       SUPPLEMENTARY INSURANCE INFORMATION

                      FOR THE YEAR ENDED DECEMBER 31, 1995

                                     SEGMENT

          Life          Credit    Accident   Corporate    Total
          and           (Life     & Health
          Annuities     and
                        A&H)

          $             $         $          $            $


Deferred
Policy
Acquisi-
tion
Costs     25,845,535  1,885,016    529,562        -0-  28,260,113


Future
Policy
Benefits,
Lossess,
Claims &
Loss
Expenses 154,363,644    608,600    209,901        -0- 155,182,145

Unearned
Premium        7,473  5,539,142    965,747        -0-   6,512,362

Other
Policy
Claims &
Benefits
Payable    3,415,505    262,739     88,068        -0-   3,766,312

Premiums
Revenue   33,185,006 (1,167,524)  1,043,894       -0-  33,061,376

Net
Invest-
ment
Income 
(1) and
(3)        9,251,927    365,529     82,783  1,171,857  10,872,096

Benefits
claims,
Losses &
Settle-
ment
Expenses  33,529,515 (3,593,030)    187,439       -0-  30,123,924

Amorti-
zation
Deferred
Acquisi-
tion
Costs      2,809,459  2,673,578    602,920        -0-   6,085,957

Other
Operating
Expenses
(2)        5,147,730    992,599    234,049    607,562   6,981,940

(1)  Net investment income is allocated in proportion to policy liabilities and
stockholders' equity.
(2)  Other operating expenses are assigned directly to the applicable segment.
(3)  Includes realized investment gains or losses.



                      FOR THE YEAR ENDED DECEMBER 31, 1994

                                     SEGMENT

          Life          Credit    Accident   Corporate    Total
          and           (Life     & Health
          Annuities     and
                        A&H)

          $             $         $          $            $


Deferred
Policy
Acquisi-
tion
Costs     25,124,359  4,747,594    627,482        -0-  30,499,435


Future
Policy
Benefits,
Lossess,
Claims &
Loss
Expenses 137,272,524  2,608,173    191,654        -0- 140,072,351

Unearned
Premium       10,717 13,917,874  1,178,085        -0-  15,106,676

Other
Policy
Claims &
Benefits
Payable    4,684,333    313,573     73,578        -0-   5,071,484

Premiums
Revenue   30,529,592  4,876,595  1,037,575        -0-  36,443,762

Net
Invest-
ment
Income 
(1) and
(3)        7,940,980    520,975     83,895  1,811,501  10,357,351

Benefits
claims,
Losses &
Settle-
ment
Expenses  27,282,303    720,440  (379,281)        -0-  27,623,462

Amorti-
zation
Deferred
Acquisi-
tion
Costs      4,226,129  4,961,903    904,838        -0-  10,092,870

Other
Operating
Expenses
(2)        4,208,623    874,651    180,311    768,624   6,032,209

(1)  Net investment income is allocated in proportion to policy liabilities and
stockholders' equity.
(2)  Other operating expenses are assigned directly to the applicable segment.
(3)  Includes realized investment gains or losses.




                      FOR THE YEAR ENDED DECEMBER 31, 1993

                                     SEGMENT

          Life          Credit    Accident   Corporate    Total
          and           (Life     & Health
          Annuities     and
                        A&H)

          $             $         $          $            $


Deferred
Policy
Acquisi-
tion
Costs     24,191,714  6,034,497  1,049,320        -0-  31,275,531


Future
Policy
Benefits,
Lossess,
Claims &
Loss
Expenses 125,359,163  1,297,605    225,311        -0- 126,882,079

Unearned
Premium      571,151 24,952,574  1,980,751        -0-  27,504,476

Other
Policy
Claims &
Benefits
Payable    4,860,392    564,161     85,948        -0-   5,510,501

Premiums
Revenue   25,694,657  6,330,973  2,940,458        -0-  34,966,088

Net
Invest-
ment
Income 
(1) and
(3)        7,544,523    666,029    120,530  2,059,392  10,390,474

Benefits
claims,
Losses &
Settle-
ment
Expenses  22,359,614  1,066,233  1,249,121        -0-  24,674,968

Amorti-
zation
Deferred
Acquisi-
tion
Costs      4,917,289  6,441,817    956,891        -0-  12,315,997

Other
Operating
Expenses
(2)        3,609,248    889,952    444,976    751,680   5,695,856

(1)  Net investment income is allocated in proportion to policy liabilities and
stockholders' equity.
(2)  Other operating expenses are assigned directly to the applicable segment.
(3)  Includes realized investment gains or losses.

            INVESTORS HERITAGE LIFE INSURANCE COMPANY AND SUBSIDIARY

                            SCHEDULE IV - REINSURANCE


                      FOR THE YEAR ENDED DECEMBER 31, 1995

                                           Accident
                Life          Premium,     and
                Insurance     Life         Health     TOTAL
                In Force      Insurance    Insurance  PREMIUMS

                $             $            $          $

Gross Amount   1,301,580,403 30,088,838    (97,463)  29,991,375

Ceded to
other
Companies        180,264,855    807,810     327,654   1,135,464

Assumed 
from other
Companies      1,235,769,597  3,477,443     870,956   4,348,399

Net Amount     2,357,085,145 32,758,471     445,839  33,204,310

Percentage
of Amount
Assumed to
Net                      52%        11%        195%         13%



                      FOR THE YEAR ENDED DECEMBER 31, 1994


                                           Accident
                Life          Premium,     and
                Insurance     Life         Health     TOTAL
                In Force      Insurance    Insurance  PREMIUMS

                $             $            $          $

Gross Amount   1,533,680,499 30,789,709   2,539,118  33,328,827

Ceded to
other
Companies        280,015,000    919,336     501,149   1,420,485

Assumed 
from other
Companies      1,284,986,501  3,930,203     608,295   4,538,498

Net Amount     2,538,652,000 33,800,576   2,646,264  36,446,840

Percentage
of Amount
Assumed to
Net                      51%        12%         23%         12%

                      FOR THE YEAR ENDED DECEMBER 31, 1993


                                           Accident
                Life          Premium,     and
                Insurance     Life         Health     TOTAL
                In Force      Insurance    Insurance  PREMIUMS

                $             $            $          $

Gross Amount   1,708,906,548 25,678,356   3,008,938  28,687,294

Ceded to
other
Companies        449,844,000    164,700     319,785     484,485

Assumed 
from other
Companies      1,416,024,452  4,096,564   2,666,715   6,763,279

Net Amount     2,675,087,000 29,610,220   5,355,868  34,966,088

Percentage
of Amount
Assumed to
Net                      53%        14%         50%         19%





                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                      THE NATIONAL INVESTORS LIFE INSURANCE
                               COMPANY OF KENTUCKY


KNOW ALL MEN BY THESE PRESENTS:

          That we, the undersigned, all being natural persons over twenty-one
years of age, and being citizens of the United States of America and residing
at
the addresses set opposite our respective names, do hereby associate ourselves
together for the purpose of forming a domestic stock insurance company under
the
provisions and terms of Chapter 304 of the Kentucky Revised Statutes, as
amended, and for that purpose do hereby certify;

                                   ARTICLE I.
          The name of the corporation is The National Investors Life Insurance
Company of Kentucky.
                                   ARTICLE II.
          The objects and purposes for which the corporation is formed and the
nature of the business to be transacted, promoted and carried on, are:
          (a)  To engage in the business of issuing policies of insurance on
human lives and insurance appertaining thereto or connected therewith,
including
the granting of annuities and endowment benefits, additional benefits in event
of death by accident or accidental means, additional benefits in event of the
total and permanent disability of the insured, optional modes of settlement or
proceeds and otherwise to do all things permitted to life insurance companies
under the laws of the Commonwealth of Kentucky s they presently exist or as
they hereafter may exist.
          (2)  To engage in the business of issuing policies of disability
insurance against bodily injury, disablement or death by accident or accidental
means, or the expense thereof, against disablement or expense resulting from
sickness, and every insurance appertaining thereto and otherwise to engage in
the business of disability insurance under the laws of the Commonwealth of
Kentucky as they presently exist or as they hereafter may exist.
          (3)  To do all things permitted by law to be done by corporations
engaged in the business of life insurance or disability insurance whether
specifically enumerated herein or not.

                                  ARTICLE III.
          The total authorized capital stock of the corporation shall be Six
Hundred and Forty Thousand shares (640,000) of the par value of One Dollar
($1.00) per share, each share having a voting right of one (1) vote per share. 
The shares of capital stock shall be unassessable at all times and no
stockholder shall be liable thereon beyond the liability of his subscription
price.

                                   ARTICLE IV.
          The corporation shall commence business when One Hundred Twenty Five
Thousand Dollars ($125,000) of its capital stock has been fully subscribed,
paid
in and issued; and, in addition to said One Hundred Twenty Five Thousand
Dollars
($125,000), the corporation shall commence business with a paid in surplus of
Sixty Two Thousand Five Hundred Dollars ($62,500.00).

                                   ARTICLE V.
          The corporation is organized under the capital stock plan.


                                   ARTICLE VI.
          The principal office of the corporation shall be located in the city
of Frankfort, Commonwealth of Kentucky.  The name of the resident agent upon
whom process can be served is Rudy Yessin, 6th Floor, McClure Building,
Frankfort, Kentucky.

                                  ARTICLE VII.
          The duration of the corporation shall be perpetual.

                                  ARTICLE VIII.
          The first board of directors of the corporation shall consist of the
incorporators named herein and they shall be empowered and authorized to manage
the stock, business and property of the corporation until a meeting of the
stockholders has been held and the stockholders, in accordance with the law of
the Commonwealth of Kentucky, have elected a board of directors.
          The business and affairs of the corporation shall be transacted and
managed by a board of directors of not less than five (5) nor more than fifteen
(15) members, the size of the board to be determined from time to time by the
stockholders.  directors shall continue in office for the term for which they
have been elected and until their successors have been duly elected and have
qualified.
         The board of directors shall have power to make such by-laws and rules
to regulate the business of the corporation as are not inconsistent with the
provisions of these Articles of Incorporation or the laws of the Commonwealth
of Kentucky.
          The board of directors may, by resolution, issue unissued stock
authorized by these Articles of Incorporation and such options or warrants to
purchase stock in this corporation in such amounts and on such terms as the
board may, in its discretion, deem desirable and necessary.

                                   ARTICLE IX.
          The corporation shall, at all times, maintain its principal office
within the Commonwealth of Kentucky and at said office shall maintain its
books,
records and files. Nothing contained herein, however, shall be construed to
apply to the books, records and files kept in any branch office relating solely
to the business transacted by said branch office.

                                   ARTICLE X.
          The names, places of residence and the number of shares of stock
subscribed by each incorporator, each of whom is a natural person over twenty-
one (21) years of age, are as follows:

NAME                ADDRESS                 NO. OF SHARES
Michael J. Odom     Southland Drive
                    Lexington, Kentucky     324,960

Rudy Yessin         Frankfort, Kentucky          10

Jess P. Odom        124 Main Street
                    Little Rock, Arkansas        10

Earl B. North       124 Main Street
                    Little Rock, Arkansas        10

Gerland P. Patten   Pyramid Life Building
                    Little Rock, Arkansas        10


          IN WITNESS WHEREOF we have hereunto set our hands this the 17th day
          of June, 1960.
          Michael J. Odom
          Rudy Yessin
          Jess P. Odom
          Earl B. North
          Gerland P. Patten
APPROVED THIS 24th DAY OF AUGUST, 1960.
W. T. HOCKENSMITH
COMMISSIONER OF INSURANCE
COMMONWEALTH OF KENTUCKY


STATE OF KENTUCKY
COUNTY OF FRANKLIN
          I, the undersigned, a Notary Public, in and for the County and State
aforesaid, do hereby certify that the foregoing Articles of Incorporation were
this day produced before me and were acknowledged by the persons whose names
appear hereunder to be their own free act and deed.
          My commission expires September 24, 1960.
          Witness my hand and seal this the 17th day of June, 1960.
          /s/
          Mildred Gardenhire, Notary Public

ORIGINAL COPY
FILED AND RECORDED
Henry H. Carter
August 31, 1960
Secretary of State of Kentucky
Frankfort, Kentucky
S. T. Lyon
Assistant Secretary of State




                        AMENDED ARTICLES OF INCORPORATION
                        NATIONAL INVESTORS LIFE INSURANCE
                               COMPANY OF KENTUCKY
                          (including change of name to)
                    INVESTORS HERITAGE LIFE INSURANCE COMPANY
                                  *   *   *   *

          We, the undersigned, being the President and Secretary, respectively,
of The National Investors Life Insurance Company of Kentucky, a corporation
organized and existing under the laws of the Commonwealth of Kentucky,
do hereby
certify that at a meeting of the shareholders of the company, duly called and
held on April 30, 1964, at which a majority of the shareholders were present in
person or by proxy, adopted by a majority of those present in person or by
proxy
the following amendment of the Articles of Incorporation, amending Article One
of the original Articles of Incorporation so that the same shall hereinafter
read and be as follows:
                                        I
          The name of the Company shall be:
          INVESTORS HERITAGE LIFE INSURANCE COMPANY
          IN WITNESS WHEREOF, these Amended Articles of Incorporation have been
executed by Harry Lee Waterfield and Gene M. Brown as present President and
Secretary, respectively, of the company.
          /s/
          Harry Lee Waterfield, President
          /s/
          Gene M. Brown, Secretary
Secretary of State
Received
December 28, 1964
Commonwealth of Kentucky

State of Kentucky
County of Jefferson
         On this 13th day of July, 1964, there personally appeared before me, a
Notary Public in and for the State and county aforesaid, harry Lee Waterfield,
president, and Gene M. Brown, secretary of the National Investors Life
Insurance
Company of Kentucky (now Investors Heritage Life Insurance Company), a Kentucky 
corporation, each of whom acknowledged their signatures to the Amended Articles
of Incorporation to be his and her act and deed, and the act and deed of said
corporation, and certified the time and manner of adoption thereof.
          /s/
          Martha Hickman Notary Public,
          Franklin County, Kentucky

My commission expires October 17, 1964.

This instrument prepared by:
/s/
Rudy Yessin
Attorney at Law
Frankfort, Kentucky

ORIGINAL COPY
FILED AND RECORDED
DECEMBER 20, 1964
THELMA L. STOVALL
SECRETARY OF STATE OF KENTUCKY
FRANKFORT, KENTUCKY
S. T. LYON
ASSISTANT SECRETARY OF STATE

Approved as filed
August 6, l964
Kentucky
Insurance Department


 
                          AMENDMENT TO THE ARTICLES OF
                      INCORPORATION OF INVESTMENT HERITAGE
                             LIFE INSURANCE COMPANY

          Investors Heritage Life Insurance Company, a Kentucky corporation, by
its President, Harry Lee Waterfield, and its Secretary, Gene M. Brown, does
hereby certify that at a regular meeting of the stockholders duly called and
held at Frankfort, Kentucky, on the 25th day of March, 1965, at 10 A.M.(EST) at
which meeting a majority of said stockholders entitled to vote at said meeting
were present in person or by proxy by an affirmative vote of more than a
majority of the stockholders entitled to vote thereupon, Article III of the
articles of Incorporation was amended so that as amended, Article III provides
as follows:

          "The total authorized capital stock of the corporation shall
          be one million (1,000,000) shares of common stock of the par
          value of One Dollar ($1.00), each share having one (1) vote. 
          All shares shall be equal in all respects.  The shares of
          capital stock shall be unassessable at all times and no
          stockholder shall be liable thereon beyond the liability of
          his subscription price.:

          IN WITNESS WHEREOF, Investors Heritage Life Insurance Company
has caused its name and corporate seal to be affixed hereto by
Harry Lee Waterfield, its President, and Gene M. Brown, its Secretary.
          This Thirty-First day of March, 1965.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
/s/
BY:  Harry Lee Waterfield, President
/s/
BY:  Gene M. Brown, Secretary


Approved as filed April 12, 1965 Kentucky Department of Insurance
I hereby certify that this instrument has been drafted by Joseph J. Leary,
Attorney at Law, 200 St. Clair Street, Frankfort, Kentucky.
Secretary of State Received April 12, 1965, Commonwealth of Kentucky, 5-119240.

Commonwealth of Kentucky
County of Franklin
          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Investors Heritage Life Insurance Company was
produced before me in my county and was acknowledged by Harry Lee Waterfield
and
Gene M. Brown, by me personally known to be the President and Secretary,
respectively, of Investors Heritage Life Insurance Company, a Kentucky
corporation, to be their act and deed as such officers and the act and deed of
such corporation.
         Witness my hand and seal of office this the thirty-first day of March,
1965.
          My commission expires October 17, 1968.
/s/
Martha A. Hubbard, Notary Public
Original Copy filed and recorded April 12, 1965, Secretary of state of
Kentucky,
Frankfort, Kentucky, Thelma L. Stovall




                          AMENDMENT TO THE ARTICLES OF
                       INCORPORATION OF INVESTORS HERITAGE
                             LIFE INSURANCE COMPANY


          Investors Heritage Life Insurance Company, a Kentucky corporation, by
its President, Harry Lee Waterfield, and its Secretary, Gene M. Brown, does
hereby certify  that at a regular meeting of the stockholders duly called and
held at Frankfort, Kentucky, on the 8th day of May, 1969, at 10 A.M. (EST), at
which meeting a majority of said stockholders entitled to vote at said meeting
were present in person or by proxy by an affirmative vote of more than a
majority of the stockholders entitled to vote thereupon, Article III of the
Articles of Incorporation was amended so that as amended, Article III provides
as follows:

          "The total authorized capital stock of the corporation shall
          be one million (1,000,000) shares of common stock of the par
          value of One Dollar and Twelve Cents ($1.12), each share
          having one (1) vote.  All shares shall be equal in all
          respects.  The shares of capital stock shall be unassessable
          at all time and no stockholder shall be liable thereon
          beyond the liability of his subscription price."

          IN WITNESS WHEREOF, Investors Heritage Life Insurance Company has
caused its name and corporate seal to be affixed hereto by Harry Lee
Waterfield, its President, and Gene M. Brown, its Secretary.
          This eighth day of May, 1969.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
/s/
BY:  Harry Lee Waterfield, President
/s/
BY:  Gene M. Brown, Secretary
Received by Secretary of State May 9, 1969, Commonwealth of Kentucky 

Commonwealth of Kentucky
County of Franklin
          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Investors Heritage Life Insurance Company was
produced before me in my county and was acknowledged by Harry Lee Waterfield
and
Gene M. Brown, by me personally known to be the President and Secretary,
respectively, of Investors Heritage Life Insurance Company, a Kentucky
corporation, to be their act and deed as such officers and the act and deed of
such corporation.
          Witness my hand and seal of office this the eighth day of May, 1969.
          My commission expires October 17, 1972.
/s/
Martha A. Hubbard, Notary Public
Approved as Filed, May 9, l969 Kentucky Insurance Department
Original Copy filed and recorded, Secretary of State May 9, l969
Approved as to form and legality:  Assistant Attorney General, Joseph H. Eckert





                          AMENDMENT TO THE ARTICLES OF
                       INCORPORATION OF INVESTORS HERITAGE
                             LIFE INSURANCE COMPANY

          Investors Heritage Life Insurance Company, a Kentucky corporation, by
its President, Harry Lee Waterfield, and its Secretary, Gene M. Brown, does
hereby certify that at a regular meeting of the stockholders duly called and
held at Frankfort, Kentucky, on the 9th day of May, 1974, at 10 A.M. (CDT), at
which meeting a majority of said stockholders entitled to vote at said meeting
were present in person or by proxy by an affirmative vote of more than a
majority of the stockholders entitled to vote thereupon, Article VIII of the
Articles of Incorporation was amended so that as amended, Article VIII provides
as follows:

          "The business and affairs of the company shall be transacted
          and managed by a Board of Directors of nine members.  The
          nine members shall be divided into three classes, each
          consisting of three members, the office of the first class
          to expire at the first annual meeting of stockholders after
          their election, that of the second class to expire at the
          second annual meeting after their election and that of the
          third class to expire at the third annual meeting after
          their election.  At each annual meeting after such
          classification, the number of Directors equal to the number
          of the class whose term expires at the time of such meeting
          shall be elected to hold office until the third succeeding
          annual meeting.  In the event of any vacancy occurring in
          the Board of Directors, it shall be filled by the
          affirmative vote of a majority of the remaining Directors
          and shall be for the unexpired term of his predecessor in
          office.

          The Board of Directors shall have power to make such By-laws and
          rules
          to regulate the business of the corporation as are not inconsistent
          with the provisions of these Articles of Incorporation or the laws of
          the Commonwealth of Kentucky.

          The Board of Directors may, by resolution, issue unissued stock
          authorized by these Articles of Incorporation and such options or
          warrants to purchase stock in this corporation in such amounts and on
          such terms as the Board may, in its discretion, deem desirable and
          necessary."

          IT WITNESS WHEREOF, Investors Heritage Life Insurance Company has
caused its name and corporate seal to be affixed hereto by Harry Lee
Waterfield, its President, and Gene M. Brown, its Secretary.
          This 16th day of May, 1974.
INVESTORS HERITAGE LIFE INSURANCE COMPANY

/s/
BY:  Harry Lee Waterfield, President
/s/



BY:  Gene M. Brown, Secretary

COMMONWEALTH OF KENTUCKY
COUNTY OF FRANKLIN

          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Investors Heritage Life Insurance Company was
produced before me in my County and was acknowledged by Harry Lee Waterfield
and
Gene M. Brown, by me personally known to be the President and Secretary,
respectively, of Investors Heritage Life Insurance Company, a Kentucky
corporation, to be their act and deed as such officers and the act and deed of
such corporation.
          Witness my hand and seal of office this the 16th day of May, 1974.
          My commission expires January 26, 1978.
/s/
Wilma Yeary, Notary Public

APPROVED AS FILED MAY 28, KENTUCKY INSURANCE DEPARTMENT 
BY EDWARD L. FOSSETT
This document prepared by:
/s/
Joe R. Johnson
Attorney at Law
200 Capital Avenue
Frankfort, Kentucky  40601





                                VERIFICATION FORM

STATE OF KENTUCKY

COUNTY OF FRANKLIN

          I, Wilma Yeary, a notary public, do hereby certify that on this 16th
day of May, 1974, personally appeared before me Harry Lee Waterfield, who,
being
by me first duly sworn, declared that he is the President of Investors Heritage
Life Insurance Company, that he signed the foregoing document as President of
the corporation, and that the statements therein contained are true.
/s/
Wilma Yeary, Notary Public

My commission expires 26th day of January, 1978.

Original Copy filed Secretary of State of Kentucky, Frankfort, Kentucky.
May 30, 1974, Thelma L. Stovall, Secretary of State.



                            CERTIFICATE OF AMENDMENT
                          TO ARTICLES OF INCORPORATION

I, DREXELL R. DAVIS, Secretary of State of the Commonwealth of Kentucky, do
hereby certify that Amended Articles of Incorporation of INVESTORS HERITAGE
LIFE
INSURANCE COMPANY amended pursuant to Kentucky Revised Statutes 271A, duly
signed and verified or acknowledged according to law, have been filed in my
office by said corporation, and that all taxes, fees and charges payable upon
the filing of said Articles of Amendment have been paid.

Given under my hand and seal of Office as Secretary of State, at Frankfort,
Kentucky, this 27th day of June, 1977.

/s/
Drexell R. Davis
Secretary of State





                          AMENDMENT TO THE ARTICLES OF
                       INCORPORATION OF INVESTORS HERITAGE
                             LIFE INSURANCE COMPANY



          Investors Heritage Life Insurance Company, a Kentucky Corporation, by
its President, Harry Lee Waterfield, and its Secretary, Gene M. Brown, does
hereby certify that at a regular meeting of the stockholders duly called and
held at Frankfort, Kentucky, on the 12th day of May, 1977, at 10 A.M., at which
meeting a majority of said stockholders entitled to vote at said meeting were
present in person or by proxy by an affirmative vote of more than a majority of
the stockholders entitled to vote thereupon, Article III of the Articles of
Incorporation was amended so that as amended, Article III provides as follows:

          "The total authorized capital stock of the corporation shall be one
          million (1,000,000) shares of common stock of the par value of One
          Dollar ($1.00) each share having one (1) vote.  All shares shall be
          equal in all respects.  The shares of capital stock shall be
          unassessable at all times and no stockholder shall be liable thereon
          beyond the liability of his subscription price."

          IN WITNESS WHEREOF, Investors Heritage Life Insurance Company has
caused its name and corporate seal to be affixed hereto by Harry Lee
Waterfield, its President, and Gene M. Brown, its Secretary.
This 12th day of June, 1977.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
/s/
BY:  Harry Lee Waterfield, President
/s/
BY:  Gene M. Brown, Secretary

Approved for Form and Legality
Office of the Attorney General
Frankfort, Kentucky
BY:  Victor Fox

Secretary of State of Kentucky,
Frankfort, Kentucky
June 27, 1977
Drexell R. Davis
Secretary of State

Kentucky Insurance Department
Approved June 15, 1977

Filed 
June 28, 1977
9:39 A.M.
Lloyd T. Russell
Franklin County Court Clerk



                        CERTIFICATE OF MERGER OF DOMESTIC
                            AND FOREIGN CORPORATIONS

          I, DREXELL R. DAVIS, Secretary of State of the Commonwealth of
Kentucky, do hereby certify that triplicate originals of Articles of the Merger
of INVESTORS HERITAGE LIFE INSURANCE COMPANY OF OHIO (OHIO NOT QUAL.)
corporation, into INVESTORS HERITAGE LIFE INSURANCE COMPANY,a KENTUCKY
corporation, duly signed and verified pursuant to the Provisions of Kentucky
Revised Statutes Chapter 271.l have been received in this office and comply
with
said statutes. Accordingly as Secretary of State and by virtue of the authority
rested in me by law, I do hereby issue this Certificate of Merger of INVESTORS
HERITAGE LIFE INSURANCE COMPANY OF OHIO (OHIO NOT QUAL.) into INVESTORS
HERITAGE LIFE INSURANCE COMPANY.

Witness my official signature and seal of office this 30th day of June, l977,
at Frankfort, Kentucky.

/s/
Drexell R. Davis
Secretary of State



                                VERIFICATION FORM


STATE OF KENTUCKY

COUNTY OF FRANKLIN

          I, Wilma Yeary, a notary public, do hereby certify that on this 15th
day of June, l977, personally appeared before me, Harry Lee Waterfield, who,
being by me first duly sworn, declared that he is the President of Investors
Heritage Life Insurance Company that he signed the foregoing document as
President of the corporation, and that the statements therein contained are
true.


/s/
Wilma Yeary
Notary Public
My commission expires 26th day of January, 1978.




                              ARTICLES OF MERGER OF
                INVESTORS HERITAGE LIFE INSURANCE COMPANY OF OHIO
                                      INTO
                    INVESTORS HERITAGE LIFE INSURANCE COMPANY


          Pursuant to the provisions of Section 271A.370 of the Kentucky
          Revised Statutes, the undersigned hereby certify and verify:

          1.  CORPORATE PARTIES.  The names of the constituent corporations are
Investors Heritage Life Insurance Company of Ohio ("Investors Heritage of
Ohio"), an Ohio Corporation, and Investors Heritage Life Insurance Company
("Investors Heritage"), a Kentucky Corporation, Investors Heritage is the
surviving corporation in the merger and its name as the surviving corporation
is Investors Heritage Life Insurance Company.

          2.  CAPITALIZATION.  Investors Heritage of Ohio has issued and
outstanding 1,126,300 shares of Common Stock, par value $.50 per share. 
Investors Heritage has issued and outstanding 687,335 shares of Common Stock
par value $1.00 per share.

          3.  PLAN OF MERGER.  The attached Agreement and Plan of Merger (the
"Agreement and Plan of Merger"), signed and dated March 17, 1977, between
Investors Heritage and Investors Heritage of Ohio, is incorporated by reference
herein and made a part hereof.

          4.  MANNER OF ADOPTION BY INVESTORS HERITAGE.  The Agreement and Plan
of Merger was approved by the Directors and shareholders of Investors Heritage
in the following manner:

          (a)  By resolution unanimously adopted by the Board of Directors of
          Investors Heritage at meetings of the Board of Directors on January
          26, 1977, and April 14, 1977;
          (b)  At a meeting of shareholders of Investors Heritage on the 12th
          day of May, 1977, by affirmative vote of the holders of 540,566
          shares
          of Investors Heritage Common Stock, such affirmative vote
          representing
          the holders of more than a majority of the outstanding Common Stock
          of Investors Heritage.

          5.  MANNER OF ADOPTION BY INVESTORS HERITAGE OF OHIO.  The Agreement
and Plan of Merger was approved by the Directors and shareholders of Investors
Heritage of Ohio in the following manner:

          (a) By resolutions unanimously adopted by the Board of Directors of
          Investors Heritage of Ohio at meetings of the Board of Directors on
          January 26, 1977, and April 15, 1977;

          (b) At a meeting of the shareholders of Investors Heritage of Ohio on
          the 13th day of May, 1977, by the affirmative vote of the holders of
          812,225 shares of Common Stock of Investors Heritage of Ohio, such
          affirmative votes representing the holders of more than two-thirds
          (2/3) of the total number of shares of the outstanding capital stock
          of Investors Heritage of Ohio.

          6.  APPROVAL BY THE KENTUCKY DEPARTMENT OF INSURANCE.    The merger
provided for herein was approved by the Department of Insurance for the
Commonwealth of Kentucky on May 16, 1977.

          7.  APPROVAL BY THE OHIO MERGER COMMISSION.  The merger provided for
herein was approved by the Ohio Merger Commission on June 24th, 1977.

          8.  EFFECTIVE DATE.  The merger provided for herein shall become
effective at 12:00 Midnight, June 30, 1977.

          9.  NONABANDONMENT.  The Agreement and Plan of Merger has not been
abandoned.

          IN WITNESS WHEREOF, this Certificate has been signed this 28th day of
June, 1977.

INVESTORS HERITAGE LIFE INSURANCE COMPANY OF OHIO
/s/
JOHN W. BROWN, PRESIDENT
/s/
ROBERT M. HARDY, SECRETARY

INVESTORS HERITAGE LIFE INSURANCE COMPANY
/s/
HARRY LEE WATERFIELD, PRESIDENT
/s/
GENE M. BROWN, BY WILMA YEARY, ASSISTANT SECRETARY


COMMONWEALTH OF KENTUCKY

COUNTY OF FRANKLIN

          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this date the foregoing Articles of Merger
of Investors Heritage Life Insurance Company of Ohio with and into Investors
heritage Life Insurance Company was produced before me in my county and was
acknowledged by Harry Lee Waterfield and Gene M. Brown, by me personally known
to be the President and Secretary, respectively, of Investors Heritage Life
Insurance Company, to be their act and deed as such officers and the act and
deed of such corporation.

          WITNESS my hand and seal of office this 27th day of June, 1977.

          My commission expires:  November, 11, 1980

/s/
JANE S. JACKSON
NOTARY PUBLIC


STATE OF OHIO

COUNTY OF FRANKLIN

          I, the undersigned Notary Public, in and for the state and county
aforesaid, do hereby certify that on this day, the foregoing articles of merger
of Investors Heritage Life Insurance Company of Ohio with and into Investors
Heritage Life Insurance Company was produced before me in my county and was
acknowledged by John W. Brown and Robert Hardy, by me personally known to be
the President and Secretary, respectively, of Investors Heritage Life Insurance
Company of Ohio, to be their act and deed as such officers and the act and deed
of such corporation.

          WITNESS my hand and seal of office this 28th day of June, 1977.

My Commission expires:  Lifetime Commission
NOTARY PUBLIC
/s/
Austin P. Wildman
Attorney at Law
State of Ohio


                          AMENDMENT TO THE ARTICLES OF 
                       INCORPORATION OF INVESTORS HERITAGE
                             LIFE INSURANCE COMPANY

          Investors Heritage Life Insurance Company, a Kentucky corporation, by
its President, Harry Lee Waterfield II, and its Secretary, Gene M. Brown, does
hereby certify that at a regular meeting of the stockholders duly called and
held at Frankfort, Kentucky, on the 10th day of May, 1984, at 10:00 A.M., at
which meeting a majority of said stockholders entitled to vote at said meeting
were present in person or by proxy by an affirmative vote of more than a
majority of the stockholders entitled to vote thereupon, Article III of the
Articles of Incorporation was amended so that as amended, Article III provides
as follows:

            "The total authorized capital stock of the corporation shall be two
          million (2,000,000) shares of common stock of the par value of one
          dollar ($1.00), each share having one (1) vote.  All shares shall be
          equal in all respects.  The shares of capital stock shall be
          unassessable at all times and no stockholder shall be liable thereon
          beyond the liability of his subscription price."

          IN WITNESS WHEREOF, Investors Heritage Life Insurance Company has
caused its name and corporate seal to be affixed hereto by Harry Lee Waterfield
II, its President, and Gene M. Brown, its Secretary.
          This 17th day of May, 1984.

INVESTORS HERITAGE LIFE INSURANCE COMPANY
/s/
BY:  Harry Lee Waterfield, II, President
/s/
BY:  Gene M. Brown, Secretary
COMMONWEALTH OF KENTUCKY
COUNTY OF FRANKLIN
          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Investors Heritage Life Insurance Company was
produced before me in my County and was acknowledged by Harry lee Waterfield II
and Gene M. Brown, by me personally known to be the President and Secretary,
respectively, of Investors Heritage Life Insurance Company, a Kentucky
corporation, to be their act and deed as such officers and the act and deed of
such corporation.
          Witness my hand and seal of office this the 17th day of May, 1984.
          My Commission expires 7-1-86.
/s/
Wilma Yeary
Notary Public

This document prepared by:
/s/

Joe R. Johnson
Attorney at Law
200 Capital Avenue
Frankfort, Kentucky   40601



                                VERIFICATION FORM

STATE OF KENTUCKY

COUNTY OF FRANKLIN

          I, Wilma Yeary, a Notary Public, do hereby certify that on this 17th
day of May, 1984, personally appeared before me Harry Lee Waterfield II, who,
being by me first duly sworn, declared that he is the President of Investors
Heritage Life Insurance Company, that he signed the foregoing document as
President of the corporation, and that the statements therein contained are
true.


/s/
Wilma Yeary
Notary Public

My Commission expires 2-1-86.


                            CERTIFICATE OF AMENDMENT
                          TO ARTICLES OF INCORPORATION

I, DREXELL R. DAVIS, Secretary of State of the Commonwealth of Kentucky, do
hereby certify that Amended Articles of Incorporation of Investors Heritage
Life
Insurance Company amended pursuant to Kentucky Revised Statutes, 271A, duly
signed and verified or acknowledged according to law, have been filed in my
office by said corporation, and that all taxes, fees and charges payable upon
the filing of said Articles of Amendment have been paid.

Given under my hand and seal of Office as Secretary of State, at Frankfort,
Kentucky, this 24th day of May, 1984.

/s/
Drexell R. Davis
Secretary of State

Original Copy Filed               Approved for Form and Legality
Secretary of State of Kentucky    Office of the Attorney General
Frankfort, Kentucky               Frankfort, Kentucky 5-22-84
May 24, 1984                      BY:  Joseph R. Johnson

Approved
Kentucky Insurance Department
May 23, 1984

                          AMENDMENT TO THE ARTICLES OF
                       INCORPORATION OF INVESTORS HERITAGE
                             LIFE INSURANCE COMPANY


          Investors Heritage Life Insurance Company, a Kentucky corporation, by
its President, Harry Lee Waterfield II, and its Secretary, Jane S. Jackson,
does
hereby certify that at a regular meeting of the stockholders duly called and
held at Frankfort, Kentucky, on the 12th day of May, 1988, at 10:00 A.M., at
which meeting a majority of said stockholders entitled to vote at said meeting
were present in person or by proxy by an affirmative vote of more than a
majority of the stockholders entitled to vote thereupon, Article III of the
Articles of Incorporation was amended so that as amended, Article III provides
an additional paragraph as follows:

             "The shareholders of the corporation shall not have a preemptive
          right to acquire the corporations's unissued shares."

          IN WITNESS WHEREOF, Investors Heritage Life Insurance Company has
caused its name and corporate seal to be affixed hereto by Harry Lee Waterfield
II, its President, and Jane S. Jackson, its Secretary.


          This 23rd day of February, 1989.
INVESTORS HERITAGE LIFE INSURANCE COMPANY
/s/
BY:  Harry Lee Waterfield II, President
/s/
BY:  Jane S. Jackson, Secretary



RECEIVED AND FILED
February 23, 1989
2:50 p.m.
$40.00
Bremer Ehrler
Secretary of State
Commonwealth of Kentucky



Filed February 23, 1989
3:01 p.m.
Donald C. Hulette
Franklin County Court Clerk

Approved for form and legality
Office of the Attorney General
Frankfort, Kentucky
BY:  Joseph R. Johnson
2-23-89

Approved
Kentucky Department of Insurance
February 23, 1989



                                VERIFICATION FORM

STATE OF KENTUCKY

COUNTY OF FRANKLIN

          I, Dianne Rogers, a Notary Public, do hereby certify that on this
23rd
day of February, 1989, personally appeared before me Harry Lee Waterfield II,
who, being by me first duly sworn, declared that he is the President of
Investors Heritage Life Insurance Company, that he signed the foregoing
document
as President of the corporation, and that the statements therein contained are
true.
/s/
Dianne A. Rogers
Notary Public                     My Commission Expires 1-23-90.

Commonwealth of Kentucky
County of Franklin

          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Investors Heritage Life Insurance Company was
produced before me in my county and was acknowledged by Harry Lee Waterfield II
and Jane S. Jackson, by me personally known to be the President and Secretary,
respectively, of Investors Heritage Life Insurance Company, a Kentucky
corporation, to be their act and deed as such officers and the act and deed of
such corporation.
          Witness my hand and seal of office this the 23rd day of
February, 1989.
/s/
Dianne A. Rogers                                              
Notary Public            My Commission Expires 1-23-90.                 
        
This document prepared by
/s/
Robert M. Hardy, Jr.
Attorney at Law
200 Capital Avenue
Frankfort, Kentucky   40601


                          AMENDMENT TO THE ARTICLES OF
                       INCORPORATION OF INVESTORS HERITAGE
                             LIFE INSURANCE COMPANY

          Investors Heritage Life Insurance Company, a Kentucky corporation, by
its President, Harry Lee Waterfield II, and its Secretary, Wilma Yeary, does
hereby certify that at a regular meeting of the stockholders duly called and
held at Frankfort, Kentucky, on the 11th day of May, 1989, at 10:00 A.M., at
which meeting a majority of said stockholders entitled to vote at said meeting
were present in person or by proxy, by an affirmative vote of more than a
majority of the stockholders entitled to vote thereupon, Article XI was added
to the Articles of Incorporation to read as follows:

               "A director of the Company shall not be personally liable to the
          Company or its stockholders for monetary damages for breach of his
          duties as a director, except for liability (i) for any transaction in
          which the interest of the Company or its stockholders; (ii) for acts
          or omissions not in good faith or which involve intentional
          misconduct
          or are known to the director to be in violation of law; (iii) for any
          vote for or assent to an unlawful distribution to stockholders as
          prohibited under KRS 271B.8-330; or (iv) for any transaction from
          which the director derived an improper personal benefit.  Any repeal
          or modification of this Article by the stockholders of the Company
          shall not adversely affect any limitation on the liability of a
          director of the Company for matters arising prior to the time of such
          repeal or modification."

          In WITNESS WHEREOF, Investors Heritage Life Insurance Company has
caused its name and corporate seal to be affixed hereto by Harry Lee Waterfield
II, its President, and Wilma Yeary, its Secretary.
          This 30th day of May, 1989.
INVESTORS HERITAGE LIFE INSURANCE COMPANY

/s/
BY:  HARRY LEE WATERFIELD II, PRESIDENT
/s/
BY:  WILMA YEARY, SECRETARY



Received and Filed June 14, 1989
11:12 a.m.
$40.00
Bremer Ehrler
Secretary of State
Commonwealth of Kentucky

Kentucky Insurance Department 
Approved 6-14-89

Filed June 14, 1989
11:23 a.m.
Donald C. Hulette
Franklin County Court Clerk

Approved for Form and Legality
Office of the Attorney General
Frankfort, Kentucky
BY:  Joseph R. Johnson
6-14-89


                               CERTIFICATION FORM

STATE OF KENTUCKY


COUNTY OF FRANKLIN

          I, Jane S. Jackson, a Notary Public, do hereby certify that on the
30th day of May, 1989, personally appeared before me Harry Lee Waterfield II,
who, being by me first duly sworn, declared that he is the President of
Investors Heritage Life Insurance Company, that he signed the foregoing
document as President of the corporation, and that the statements therein
contained are true.
/s/
Jane S. Jackson
Notary Public
My Commission expires 11-11-92.



STATE OF KENTUCKY

COUNTY OF FRANKLIN

          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Investors Heritage Life Insurance Company was
produced before me in my county and was acknowledged by Harry Lee Waterfield II
and Wilma Yeary, by me personally known to be the President and Secretary,
respectively, of Investors Heritage Life Insurance Company, a Kentucky
corporation, to be their act and deed as such officers and act and deed of such
corporation.
          Witness my hand and seal of office this the 30th day of May, 1989.
My Commission expires 11-11-92.
/s/
Jane S. Jackson
Notary Public

State of Kentucky

County of Franklin

I, Donald C. Hulette, Clerk of said county court, hereby certify that the
foregoing instrument has been duly recorded , Articles of Incorporation, Book
26, Page 397 in my said office.
6-14-89
Donald C. Hulette, Clerk


This document prepared by
/s/
Robert M. Hardy, Jr.
Attorney at Law
200 Capital Avenue
Frankfort, Kentucky   40601


                                   EXHIBIT 3.2
                                     BY-LAWS
                                       OF
                    INVESTORS HERITAGE LIFE INSURANCE COMPANY

                                   ARTICLE I.

          Section 1.  Time and Place of  Meeting.  The annual meeting of
stockholders for the election of directors shall be held at the principal
office
of the Company at 200 Capital Avenue, Frankfort, Kentucky 40601 or at such
other
place in Kentucky as the Board of Directors may, from time to time designate,
on
the second Thursday in May in each year at 10 A.M., or at such other hour as
the Board of Directors may fix prior to the notice of the meeting.

          Special meetings of the stockholders shall be held in the same place
or places and shall be called by the President or Secretary upon direction of
the Board of Directors, or upon application of the owners of one-fourth of the
capital stock.

          Section 2.  Notice of Meetings. Unless otherwise required by statute,
notice of each meeting of stockholders shall be given to each stockholder of
record entitled to vote at such meeting not less than five nor more than sixty
days before the day on which the meeting is to be held, by mailing to such
stockholder, postage prepaid, a written or printed notice thereof addressed to
him at his last known post office address appearing on the books of the
company. 
Such notice shall state the time and place of the meeting, and if a special
meeting, the purpose or purposes thereof.

          Notice of any meeting need not be given to any stockholder who shall
attend such meeting in person or by proxy or to any stockholder who shall in
person or by attorney thereunto authorized in writing or by telegram waive
notice of such meeting.  Unless otherwise required by statute, notice of any
adjourned meeting of stockholders need not be given.

          Section 3.  Quorum.  At each meeting of stockholders a majority in
person or by proxy in interest of all the stockholders entitled to vote at such
meeting shall constitute a quorum for the transaction of business unless by
statutory requirement a greater majority is necessary.  If the necessary
majority of stockholders be not present in person or by proxy at any meeting,
any stockholder or officer present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.  At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally called.

          Section 4.  Voting.  Except as may otherwise be required by law or by
the By-Laws, at each meeting of stockholders each stockholder shall be entitled
only to one vote for each share of Common Stock held by him and registered in
his name on the books of the company at the time of such meeting or at the date
fixed as a record date for the determination of the stockholders entitled to
vote pursuant to the provisions of Section 3 of Article VI of these By-Laws. In
case the transfer books of the company shall not have been closed and no date
shall have been fixed as a record date for the determination of the
stockholders
entitled to vote, as permitted by the provisions of said Section 3, no share of
stock shall be voted at any election of directors which has been transferred on
the books of the company within thirty days next preceding such election.

          Any stockholder entitled to vote may vote in person or by proxy in
writing.  the attendance at any meeting of a stockholder who may theretofore
have given a proxy shall not have the effect of revoking the same unless the
stockholder so attending shall, in writing, so notify the secretary of the
meeting at any time prior to the voting of the proxy.

         Every person holding stock in any representative or fiduciary capacity
may represent the same at all meetings of stockholders and may vote thereon as
a stockholder; and every person who shall have pledged his stock as collateral
security may, nevertheless, represent the same at all such meetings and may
vote
thereon as a stockholder, unless in the transfer to the pledgee on the books of
the company he shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee or his proxy may represent said stock and vote
thereon.

          At each meeting of stockholders all matters other than those the
manner of deciding which is expressly regulated by statute or by the Articles
of
Incorporation or by these By-Laws, shall be decided by the vote of a majority
in interest of the stockholders present in person or by proxy and entitled to
vote.


                                   ARTICLE II

                               Board of Directors

          Section 1.  General Powers.  The business, affairs and property of
the company shall be managed by the Board of Directors.

          Section 2.  Number, Term of Office and Qualifications.  The number of
directors shall be seven, elected at the annual meeting of stockholders.  Each
of such directors shall serve until the next annual meeting of stockholders and
until his successor shall have been elected and qualified, or until his death,
or until he shall have resigned in the manner provided in Section 8 of this
Article II, or shall have been removed in the manner provided in Section 9 of
this Article II. Each director at the time of his election shall be a bona fide
holder of at least ten shares of stock of the company; any director ceasing to
be a bona fide stockholder shall cease to be a director.

          Section 3.  Election of Directors.  At each meeting of the
stockholders for the election of directors, the directors shall be chosen by a
plurality of the votes given at such election.  Every stockholder of record
entitled to vote shall be entitled to vote in person or by proxy the number of
shares owned by him for as many persons as there are directors to be elected or
to cumulate said shares so as to give one candidate as many votes as the number
of directors multiplied by the number of shares of stock shall equal, or to
distribute them on the same principle among as many candidates as he shall see
fit.

          Section 4.  Annual and Regular Meetings.  The annual meetings of the
Board of Directors shall be held in each year immediately after the annual
meeting of the stockholders at the principal office of the company in
Frankfort,
Kentucky, or at such other place as the Board of Directors may fix from time to
time, and if so held, no notice of such meeting need be given.  If the annual
meeting shall not be so held in any year, such meeting shall be held as soon
thereafter as practicable upon notice provided for in Section 6 of this Article
II.  The Board of Directors shall meet on the Thursday following the second
Tuesday of each month.

          Section 5.  Special Meetings.    Special meetings of the Board of
Directors shall be held whenever called by a majority of the directors then in
office, by the Executive Committee, the Chairman of the Board, or the
President,
at such time and place (which may be within or outside the State of Kentucky)
as may be specified in the respective notices or waivers of notice thereof.

          Section 6.  Notice of Meetings.  No notice of regular meetings shall
be necessary. Notice of each special meeting of the Board of Directors shall be
mailed to each director at his residence or usual place of business at least
two
days before the day the meeting is to be held, or shall be sent to him at such
place by telegram, radio or cable, or telephone, or delivered to him
personally, 
not later than the day before on which the meeting is to be held; provided,
however, that with respect to any meeting called to consider a proposed
amendment to the By-laws of the company, notice of the proposed change shall be
given to each director at least five days before the day on which such meeting
is to be held.  Unless otherwise required by statute, notice of any special
meeting need not be given to any director who shall attend such meeting in
person or who shall waive notice thereof in writing or by telegram, radio or
cable.  Any such meeting shall be a legal meeting without any notice thereof
having been given if all the directors shall be present thereat.  Unless
otherwise required by statute, notice of any adjourned meeting need not be
given.

          Section 7. Quorum and Manner of Acting.  At each meeting of the Board
of Directors the presence of a majority of the directors in office shall be
necessary and sufficient to constitute a quorum for the transaction of
business. 
Except as otherwise provided by statute or by these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors.  In the absence of a quorum, a
majority of the directors present at the time and place of any meeting may
adjourn the meeting from time to time until a quorum shall be present.  At any
such adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally
called.

          Section 8.  Resignations.  Any director may resign at any time by
giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the company.  Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or any such officer.

          Section 9.  Removal of Directors.  Any director may be removed from
office for cause after due notice and hearing by the stockholders at a special
meeting called for that purpose, which may be held at the same time and place
as
the annual meeting if specified in the notice of the meeting. If such director
is a member of the Executive Committee, he shall cease to be a member of said
Committee when he ceases to be a director.  Any vacancy in the Board of
Directors caused by any such removal may be filled at such meeting by the
stockholders entitled to vote; provided, however, that in case the stockholders
do not fill such vacancy at such meeting, such vacancy may be filled in the
manner provided in Section 10 of this Article II.

          Section 10.  Vacancies.  If any vacancy shall occur in the Board of
Directors by reason of death, resignation, disqualification, removal or
otherwise, the remaining directors shall continue to act and such vacancy may
be
filled (subject to the provisions of Section 9 of this Article II) by the
affirmative votes of a majority of the remaining directors.

          Section 11.  Compensation.  The directors shall receive such
compensation for their services as directors, and such allowance for traveling
expense for attendance at meetings of the Board, as may be determined by the
Board of Directors; the foregoing shall not be construed as prohibiting the
payment of any person who is a director of compensation for services rendered
to the company in any other capacity.


                                   ARTICLE III

                    Executive Committee and Other Committees

          Section 1.  Designation of Members; Qualification; Term of Office. 
The Board of Directors, by resolution or resolutions adopted from time to time,
may designate from among its members an Executive Committee consisting of the
President and such number of additional members as may be determined by the
Board.

          Section 2.  Powers.  during the intervals between the meetings of the
Board of  Directors (unless otherwise provided by statute, by these By-Laws, or
by resolution or resolutions adopted from time to time by the Board), the
Executive Committee shall have and may exercise all the powers of the Board of
Directors in the management of the business, affairs and property of the
company.

          Section 3.  Meetings; Notices; Records.  The Executive committee, by
resolution, may provide for the holding of regular meetings, with or without
notice, and may fix the time and place at which such meetings shall be held. 
Special meetings of the Executive Committee may be called from time to time by
any member of the Executive Committee.  Meetings of the Executive Committee may
be held within or outside the State of Kentucky. Notice of each special meeting
shall be mailed to each member of the Executive Committee addressed to him at
his residence or usual place of business at least two days before the day on
which the meeting is to be held, or shall be sent to him at such place by
telegram, radio or cable, or telephoned or delivered to him personally, not
later than the day before the day on which the meeting is to be held. Notice of
any meeting need not be given to any member of the Executive committee who
shall
attend such meeting in person or who shall waive notice thereof in writing or
by
telegram, radio or cable. Any such meeting shall be a legal meeting without any
notice thereof having been given if all the members of the Executive Committee
shall be  present thereat.  Notice of any adjourned meeting need not be given. 
The Executive Committee shall keep a record of its proceedings and shall report
such proceedings to the Board.

          Section 4.  Quorum and Manner of Acting.  At each meeting of the
Executive Committee the presence of a majority of the members in office shall
be
necessary and sufficient to constitute a quorum for the transaction of
business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of such Committee.  In the absence of a
quorum, a majority of the members present at the time and place of any meeting
may adjourn the meeting from time to time until a quorum shall be present.

          Section 5.  Resignations.  Any member of the Executive Committee may
resign at any time by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary of the
company.  Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or any such
officer.

          Section 6.  Removal.  Any or all of the members of the Executive
Committee may be removed at any time, either for or without cause, by
resolution
or resolutions adopted at any meeting of the Board of Directors called for the
purpose.

          Section 7.  Vacancies.  If any vacancy shall occur in the Executive
Committee by reason of death, resignation, disqualification, removal or
otherwise, the remaining members shall continue to act and such vacancy may be
filled by a resolution adopted at any meeting of the Board of Directors.

          Section 8.  Other Committees.  The Board of Directors, by resolution
or resolutions adopted from time to time, may designate one or more other
committees of the Board, each such committee to consist of two or more of the
Directors, to have such name or names and to have such powers as may be
determined from time to time by resolution or resolutions adopted by the Board.

          Section 9.  Compensation.  The members of any committee designated
pursuant to this Article III shall receive such compensation for their services
as such members, and such allowance for traveling expenses for attendance at
committee meetings, as may be determined by the Board of Directors; the
foregoing shall not be construed as prohibiting the payment to any person who
is
a member of any such committee of compensation for services rendered to the
company as a member of the Board or in any other capacity.


                                   ARTICLE IV

                                    Officers

          Section 1. Number. The officers of the company shall be a Chairman of
the Board, a President, a First Vice President, one or more Vice Presidents, a
Comptroller, a General Counsel, a medical Director, a Secretary, a Treasurer,
and such other officers as may be appointed in accordance with the provisions
of
Section 3 of this Article IV.  The same person may hold more than one office
except that the President may not also be the Secretary or as Assistant
Secretary.

          Section 2.  Election, Term of Office and Qualifications. Each officer
(except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article IV) shall e chosen by the Board of Directors.  Each
such officer (whether chosen at an annual meeting of the Board of Directors or
to fill a vacancy or otherwise) shall hold his office until the next annual
meeting of the Board of Directors and until his successor shall have been
chosen
and qualified, or until his death, or until he shall have resigned in the
manner
provided in Section 4 of this Article IV, or shall have been removed in the
manner provided in Section  5 of this Article IV.  The Chairman of the Board,
the President and the First Vice President shall be and remain Directors of the
company during the terms of their respective offices. Any other officer may but
need not be a Director of the company.

          Section 3.  Subordinate Officers and Agents.  The Board of Directors
from time to time may appoint other officers or agents (including one or more
Assistant Secretaries, one or more Assistant Medical Directors), to hold their
positions for such period, have such authority, and perform such duties as are
provided in these By-Laws or as may be provided in the resolutions appointing
them.  The Board of Directors may delegate to any officer or agent the power to
appoint any such subordinate officers or agents and to prescribe their
respective terms of office, authorities and duties.

          Section 4.  Resignations.  Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the company.  Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or any such officer.

          Section 5. Removal. Any officer specifically designated in Section 1
of this Article IV may be removed at any time, either for or without cause, by
resolution or resolutions adopted at any meeting of the Board of Directors
called for the purpose.  Any officer or agent appointed in accordance with the
provisions of Section 3 of this Article IV may be removed, either for or
without
cause, by the Board of Directors, at any meeting, or by any superior officer or
agent upon whom such power of removal shall have been conferred by the Board of
Directors.

          Section 6.  Vacancies.  Any vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled in
the
manner prescribed in these By-Laws for regular election or appointment to such
office. 

          Section 7.  The Chairman of the Board.  The Chairman of the Board
shall be the chief executive officer and shall preside at all meetings of the
Boar of Directors and shall have full executive authority and such other powers
and duties as from time to time may be assigned to him by the Board of
Directors.

          Section 8. The President. The President shall be the chief operating
officer of the company.  Subject to the direction of the Board of Directors, he
shall have general charge of the business, affairs and property of the company
and general supervision over its officers and agents.  If present, he shall
preside at all meetings of stockholders and of the Executive Committee and, in
the absence or disability of the Chairman of the Board, at all meetings of the
Board of Directors, and he shall see that all orders and resolutions of the
Board of directors and of the Executive Committee are carried into effect.  He
may sign, with any other officer thereunto duly authorized, certificates of
stock of the company, the issuance of which shall have been duly authorized,
and may sign and execute in the name of the company deeds, mortgages, bonds,
contracts, agreements or other instruments duly authorized by the Board of
Directors, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent. 
From time to time he shall report to the Board of Directors and to the
Executive
Committee all matters within his knowledge which the interests of the company
may require to be brought to their attention.  He shall also perform such other
duties as are given to him by these By-Laws or as from time to time may be
assigned to him by the Board of Directors.

          Section 9.  The First Vice President.  The First Vice President shall
be vested with all the powers and shall perform all the duties of the President
in the absence or disability of the latter, unless or until the Directors shall
otherwise determine.  He shall have such other powers and do and perform such
other and further acts as from time to time may be designated or required by
the Board of Directors.

          Section 10.  The Other Vice Presidents. The Vice Presidents, other
than the First Vice President, shall perform such duties as from time to time
may be assigned to them by the Board of Directors or the President.

          Section 11.  The General Counsel.  The General Counsel shall be the
legal advisor to the company and to the several departments thereof and shall
be responsible for the conduct of all legal matters of the company.

          Section 12.  The Medical Director.  It shall be the duty of the
Medical Director to set the standards of insurability necessary for insurance
in the company. He shall assist the underwriter in passing on insurance risks
for
the company's acceptance, and shall have such other duties as are attendant to
the proper medical handling of applications for insurance in the company.

          Section 13.  The Secretary.  The Secretary shall:

                   (a)  record all the proceedings of the meetings of the
stockholders, Board of Directors and Executive Committee in a book or books to
be kept for that purpose;

                    (b)  cause all notices to be duly given in accordance with
the provisions of these By-Laws and as required by statute;

                   (c)  whenever any committee shall be appointed in pursuance
of a resolution of the Board of Directors, furnish the Chairman of such
committee with a copy of such resolution;

                   (d)  be custodian of the records and of the seal of the
company, and cause such seal to be affixed to all certificates representing
stock of the company prior to the issuance thereof, and to all instruments the
execution of which on behalf of the company under its seal shall have been duly
authorized;

                   (e)  see that the lists, books, reports statements,
certificates, and other documents and records required by statute are properly
kept and filed;

                   (f)  have charge of the stock books of the company and cause
the stock and transfer books to be kept in such manner as to show at any time
the amount of stock of the company issued and outstanding, the names
alphabetically arranged, and the addresses of the holders of record thereof;
the
number of shares held by each, and the date when each became such holder of
record; and exhibit at all reasonable times to any director, upon application,
the original or duplicate stock register; and

                   (g)  in general, perform all duties incident to the office
of
Secretary and such other duties as are given to him by these By-Laws or as from
time to time may be assigned to him by the Board of Directors or the President.

          Section 14.  Assistant Secretaries.  At the request of the Secretary
or in his absence or disability, the Assistant Secretary designated by him (or
in the absence of such designation, the Assistant Secretary designated by the
Board of Directors or the President) shall perform all the duties of the
Secretary, and, when so acting, shall have all the powers of and be subject to
all restrictions upon the Secretary.  The Assistant Secretaries shall perform
such other duties as from time to time may be assigned to them respectively by
the Board of Directors, the President or the Secretary.

          Section 15.  The Treasurer.  The Treasurer shall:

                   (a)  have charge of and supervision over and be responsible
for the funds, securities, receipts and disbursements of the company;

                   (b)  cause the moneys and other valuable effects of the
company to be deposited in the name and to the credit of the company in such
banks or trust companies or with such bankers or other depositaries as shall be
selected by the Board of Directors, or to be otherwise dealt with in such
manner as the Board of Directors may direct;

                   (c)  cause the funds of the company to be discharged by
checks or drafts upon the authorized depositories of the company, and cause to
be taken and preserved proper vouchers for all moneys disbursed;

                   (d)  render to the Board of Directors, the Executive
Committee, the Chairman of the Board, or the President, whenever requested, a
statement of the financial condition of the company and of all his transactions
as Treasurer;

                   (e)  cause to be kept at the principal office of the company
correct books of account of all its business and transactions and exhibit such
books to any director upon application at such office during business hours;
and

                   (f) in general, perform all duties incident to the office of
Treasurer and such other duties as are given to him by these By-Laws or as from
time to time may be assigned to him by the Board of Directors or the President.

          Section 16. Assistant Treasurers.  At the request of the Treasurer or
in his absence or disability, the Assistant Treasurer designated by him (or in
the absence of such designation, the Assistant Treasurer  designated by the
Board of Directors or the President) shall perform all the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all restrictions upon the Treasurer.  The Assistant Treasurers shall perform
such other duties as from time to time may be assigned to them respectively by
the Board of Directors, the President or the Treasurer.

          Section 17.  The Comptroller.  The Comptroller shall supervise the
keeping of the books and records of account and audits thereof, except as
otherwise provided by the Board of Directors, and shall perform such other
duties as from time to time may be assigned to him by the Board of Directors or
the President.

          Section 18.  Salaries.  The salaries of the officers of the company
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person the power to fix the salaries or
other compensation of any officers or agents appointed in accordance with the
provisions of Section 3 of this Article IV.  No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
company.

          Section 19.  Surety Bonds.  In case the Board of Directors shall so
require, any officer or agent of the company shall execute to the company a
bond
in such sum and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful discharge of his duties.


                                    ARTICLE V

                    Indemnification of Directors and Officers

         Every person who now is or hereafter shall be a director or officer of
the company shall be indemnified by the company against all costs and expenses
(including counsel fees) actually and necessarily incurred by or imposed upon
him in connection with or resulting from any action, suit, or proceeding of
whatever nature to which he is or shall be made a party by reason of his being
or having been a director or officer of the company (whether or not he is a
director or officer of the company at the time he is made a party to such
action, suit or proceeding, or at the time such costs or expenses are incurred
by or imposed upon him), except in relation to matters as to which he shall be
adjudged in such action, suit, or proceeding to be liable for negligence or
misconduct in the performance of his duties as such director or officer;
provided, however, that in the case of an action, suit or proceeding which is
settled or compromised, such right of indemnification shall be applicable only
(a) if such settlement or compromise is approved by the Court having
jurisdiction of such action, suit or proceeding and (b) to the extent provided
in the terms of such compromise or settlement so approved.  Every such person
shall be entitled, without demand by him upon the company or any action by the
company, to enforce his right to such indemnity in ac action at law against the
company.

          The right of indemnification hereinabove provided shall not be deemed
exclusive of any other rights to which any such person may now or hereafter be
otherwise entitled and specifically, without limiting the generality of the
foregoing, shall not be deemed exclusive of any rights, pursuant to statute or
otherwise, of any such person in any such action, suit or proceeding to have
assessed or allowed in his favor, against the company or otherwise, his costs
and expenses incurred therein or in connection therewith or any part thereof.


                                   ARTICLE VI

                            Shares and Their Transfer

          Section 1.  Stock Certificates.  Except as provided by resolution of
the directors, every holder of stock in the company shall be entitled to have a
certificate, signed by the President or the First Vice President, and either
the
Treasurer or the Secretary and impressed with the corporate seal, certifying
the
number of shares owned by him in the company; provided, however, that where
such
certificate is signed by a transfer agent or a registrar, the signature of any
such President, First Vice President, Treasurer, or Secretary, and the
corporate
seal, may be facsimiles. In case any officer of the company who has signed, or
whose facsimile signature has been used on, any such certificate shall cease to
be such officer, for whatever cause, before the certificate shall have been
delivered by the company, the certificate shall be deemed to have been adopted
by the company unless the Board of Directors shall otherwise determine prior to
the issuance and delivery thereof, and may be issued and delivered as though
the
person who signed it or whose facsimile signature has been used thereon had not
ceased to be such officer of the company. Certificates representing shares of
stock of the company shall be in such form as shall be approved by the Board of
Directors.  There shall be entered upon the stock books of the company at the
time of issuance of each share the number of the certificate issued, the name
and address of the person owning the shares represented thereby, the number of
such shares and the date of issuance thereof.  Every certificate exchanged or
returned to the company shall be marked "cancelled", with the date of
cancellation.

          Section 2.  Transfer of Stock.  Transfers of shares of stock of the
company shall be made on the books of the company by the holder of record
thereof or by his attorney thereunto duly authorized by a power of attorney
duly
executed in writing and filed with the Secretary of the company or any of its
transfer agents, and on surrender of the certificate or certificates
representing such shares.  The company and its transfer agents and registrars,
if any, shall be entitled to treat the holder of record of any share or shares
of stock as the absolute owner thereof for all purposes, and accordingly shall
not be bound to recognize any legal, equitable or other claim to or interest in
such shares or shares on the part of any other person whether or not it or they
shall have express or other notice thereof, except as otherwise expressly
provided by the Statutes of the State of Kentucky; provided, however, that
whenever any transfer of shares shall be made for collateral security and not
absolutely, and written notice thereof shall be given to the Secretary of the
company or to any of its transfer agents, such fact shall be expressed in the
entry of the transfer.

          Section 3.  Closing of Transfer Books and Fixing of Record Dates. The
Board of Directors shall have the power to close the stock transfer books of
the
company for a period not exceeding forty days preceding the date of any meeting
of stockholders, or the date for payment of any dividend, or the date for the 
allotment of rights, or the date when any change or conversion, exchange, or
reclassification of capital stock shall go into effect; provided, however, that
the Board of Directors is authorized in lieu of closing the stock transfer
books
as aforesaid to fix in advance a date, not exceeding forty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion, exchange or reclassification of capital stock shall go into
effect, as a record date for the determination of the stockholders entitled to
notice of and to vote at any such meeting, or entitled to receive payment of
any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversation, exchange or reclassification of
capital stock, and in such cases only stockholders of record on the date so
fixed shall be entitled to such notice of and to vote at such meeting, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the company after any such record date fixed as
aforesaid.

          Section 4.  Regulations.  Subject to the provisions of this Article
VI, the Board of Directors may make such rules and regulations as it may deem
expedient concerning the issuance, transfer and registration of certificates
for shares of the stock of the company.

          Section 5.  Transfer Agents and Registrars.  The Board of Directors
may appoint one or more transfer agents and one or more registrars with respect
to the certificates representing shares of stock of the company and may require
all such certificates to bear the signature of either or both.

          Section 6.  Lost or Destroyed Certificates.  The holder of any shares
of stock of the company shall immediately notify the company and its transfer
agents and registrars, if any, of any loss or destruction of the certificates
representing the same. Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the Board of Directors may require, and shall, if the
Directors so require, give the company a bond of indemnity, in form and with
one
or more sureties satisfactory to the Board, in at least double the value of the
stock represented by said certificate, whereupon a new certificate may be
issued of the same tenure and for the same number of shares as the one alleged
to be lost or destroyed.


                                   ARTICLE VII

                                 Corporate Seal

          The corporate seal shall be circular in form and shall bear the name
of the company and the words and figures denoting its organization under the
Laws of the State of Kentucky, and otherwise shall be in such form as shall be
approved from time to time by the Board of Directors.


                                  ARTICLE VIII

                                   Fiscal Year

         The fiscal year of the company shall begin on the first day of January
in each year and shall end on the thirty-first day of the following December.



                                   ARTICLE IX

                                   Amendments

          Section 1.  Amendment of By-Laws.  The Board of Directors, by the
affirmative vote of a two-thirds majority thereof, may at any meeting, provided
the substance of the proposed amendment shall have been stated in the notice of
the meeting, amend or alter any of these By-Laws.




                            AMENDMENT TO BY-LAWS  #1

         Section 2 of Article II of the By-Laws was amended by the stockholders
in annual meeting on April 30, 1964, as follows:

          "On motion of Mr. Leonard Preston, seconded by Mr. Robert Hudson, and
unanimously passed, the By-Laws of the company were amended to reflect that the
number of members on the Board of Directors shall now be seven instead of
five."




                            AMENDMENT TO BY-LAWS   #2

          Section 4 of Article II of the By-Laws was amended by the Board of
Directors in regular meeting held October 29, 1964, as follows:

          "BE IT RESOLVED by the Board of Directors of National Investors Life
Insurance Company that the regular meeting of the Board of Directors be held
monthly on the Thursday following the second Tuesday of each month and that the
By-Laws, to that extent, be amended."

          "On motion of Mr. Howell, seconded by Mr. Thurman, the resolution was
unanimously adopted."



                            AMENDMENT TO BY-LAWS  #3


          Section 5 of Article VI of the By-Laws was amended by the Board of
Directors in special meeting held December 29, 1964, as follows:

          "The President announced that Citizens Fidelity Bank & Trust Company,
Louisville, had been engaged as the Transfer Agent for the company.
He expressed the view that the cost of the Transfer Agent would be no greater
than the cost to the company of acting as its own Transfer Agent; that in his
opinion the use of the Transfer Agent would be beneficial to the company; and
recommended that the bank be engaged for this purpose.  On motion by Mr.
Thurman, seconded by Mr. Howell and duly carried, the recommendation of the
President was approved."



                            AMENDMENT TO BY-LAWS  #4

          Section 1 of Article 1 of the By-Laws was amended by the Board of
Directors in regular meeting held May 16, 1968, as follows:

          "BE IT RESOLVED that Article 1, Section 1, of the By-Laws of
Investors Heritage Life Insurance Company be repealed and re-enacted to read
as follows:

          Section 1.  Time and Place of Meetings.  The annual meeting of
stockholders for the election of Directors shall be held at the principal
office
of the company at 200 Capital Avenue, Frankfort, Kentucky, or at such other
place in Kentucky as the Board of Directors may, from time to time, designate,
on the second Thursday in May in each year at 10:00 A.M. or at such other hour
as the Board of Directors may fix prior to the notice of the meeting.

          On motion of Mr. Thurman, seconded by Mr. Howell and carried
unanimously, the resolution was adopted."


                            AMENDMENT TO BY-LAWS  #5

          Section 2 of Article II of the By-Laws was amended by the
stockholders in annual meeting on May 11, 1972, as follows:

          "Stockholder J.J. Leary made a motion that the By-Laws of the company
be amended to increase the number of members on the Board of Directors from
seven to nine, which motion was seconded by stockholder James W. Bean.  Upon
vote, 545,686 or 79.83% of the shares voted yes, and 8,430 shares or 1.23%
voted no, and the motion carried."


                            AMENDMENT TO BY-LAWS  #6

          At a meeting of the Board of Directors on May 8, l974, at which
meeting a quorum of the Board was present and acting, the action of the
Executive Committee in recommending amendment of Section 1 of Article IV of the
By-Laws was unanimously approved, and provides as follows:

          "Section 1.  The officers of the Company shall be a Chairman of the
Board as the chief executive officer, a President, a First vice President, one
or more Vice President, a General Counsel, a medical Director, a Secretary and
a
Treasurer, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article IV. The same person may hold more than
one office except that the President may not also be the Secretary or an
Assistant Secretary."

                               AMENDED MAY 9, 1979



                            AMENDMENT TO BY-LAWS  #7

          At a regular meeting of the stockholders, duly called and held at
Frankfort, Kentucky, on May 9, 1974, at which meeting a majority of the
stockholders entitled to vote were present in person or by proxy, Article VIII
of the Articles of Incorporation was amended so that, as amended, Article VIII
provides as follows, and has the effect of amending Article II, Section 2, of
the By-Laws:

          "The business and affairs of the company shall be transacted and
managed by a Board of Directors of nine members.  The nine members shall be
divided into three classes, each consisting of three members, the office of
the
first class to expire at the first annual meeting of stockholders after their
election, that of the second class to expire at the second annual meeting after
their election and that of the third class to expire at the third annual
meeting
after their election. At each annual meeting after such classification, the
number of Directors equal to the number of the class whose term expires at the
time of such meeting shall be elected to hold office until the third succeeding
annual meeting.  In the event of any vacancy occurring in the Board of
Directors, it shall be filled by the affirmative vote of a majority of the
remaining Directors and shall be for the unexpired term of his predecessor in
office.

         The Board of Directors shall have power to make such By-Laws and rules
to regulate the business of the corporation as are not inconsistent with the
provisions of these Articles of Incorporation or the laws of the Commonwealth
of Kentucky.

         The Board of Directors may, by resolution, issue unissued stock
authorized by these Articles of Incorporation and such options or warrants to
purchase stock in this corporation in such amounts and on such terms as the
Board may, in its discretion, deem desirable and necessary."


                            AMENDMENT TO BY-LAWS  #8

          At a meeting of the Board of Directors on May 9, 1979, at which
meeting a quorum of the Board was present and acting, the action of the
Executive Committee in recommending amendment of Amendment #6 to Section 1 of
Article IV of the By-Laws was unanimously approved, and provides as follows:

          "Section 1.  The officers of the Company shall be a Chairman of the
Board as the Chief Executive Officer, a President as the Chief Operating
Officer, one or more Vice Presidents, a General Counsel, a Medical Director, a
Secretary and a Treasurer, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article IV. The same person
may hold more than one office except that the President may not also be the
Secretary or an Assistant Secretary."