<PAGE>1

           UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C. 20549

                              Form 10-Q
                                   
(Mark One)

[x] Quarterly report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934

For the quarterly period ended September 30, 1996      or
                               __________________

[ ] Transition report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission file number 1-5683
                       ______


                          USLIFE Corporation
______________________________________________________________________

        (Exact name of registrant as specified in its charter)


            New York                                   13-2578598
___________________________________                ___________________

(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)


125 Maiden Lane, New York, New York                       10038
___________________________________                ___________________

(Address of principal executive                         (Zip Code)
 offices)


Registrant's telephone number, including area code      (212) 709-6000
                                                       _______________

                                 NONE
______________________________________________________________________
Former name, former address and former fiscal year, if changed since
last report.


 Indicate  by checkmark  whether the  registrant  (1)  has  filed  all
reports required  to be filed by Section 13 or 15(d) of the Securities
Exchange Act  of 1934  during the  preceding 12  months (or  for  such
shorter period that the registrant was required to file such reports),
and (2)  has been  subject to such filing requirements for the past 90
days.  Yes   X      No
          _______     _______

The number  of shares  outstanding of the Registrant's Common Stock as
of October 31, 1996 was 34,370,486.
<PAGE>2


                       USLIFE Corporation

                              INDEX



                                                        Page No.
                                                        ________

Part I - Financial Information:


  Consolidated Balance Sheets -
  September 30, 1996 and December 31, 1995...............      3

  Summary Statements of Consolidated Net Income -
  For the Nine Months and Three Months Ended
  September 30, 1996 and 1995............................      5

  Statements of Consolidated Cash Flows -
  For the Nine Months Ended September 30, 1996 and 1995..      6

  Notes to Financial Statements..........................      7

  Management's Discussion and Analysis of Financial
  Condition and Results of Operations....................     13


Part II - Other Information..............................     29


Signatures...............................................     30



















<PAGE>3
<TABLE>

                   USLIFE Corporation and Subsidiaries
                                     
                 Consolidated Balance Sheets (Unaudited)
                 September 30, 1996 and December 31, 1995
           (Dollar amounts in thousands except per share data)


<CAPTION>
                                              September 30, 1996       December 31, 1995
                                              __________________       _________________
<S>                                                   <C>                  <C>
Assets
______

Cash:

  On hand and in demand accounts...............       $   51,113           $   63,914

  Restricted funds held in escrow, etc. .......            2,201                1,821
                                                      __________           __________

                                                          53,314               65,735
                                                      __________           __________

Invested assets:

  Fixed maturities available for sale, at fair
   value (cost, September 30, 1996, $5,700,645;
   December 31, 1995, $5,559,322)..............        5,789,315            6,006,864

  Equity securities, at fair value (cost,
   September 30, 1996, $4,068; December
   31, 1995, $4,918)...........................            3,777                4,717

  Mortgage loans...............................          262,202              296,045

  Policy loans.................................          282,465              282,179

  Real estate..................................           30,143               29,205

  Other long term investments..................           19,984                6,241

  Short term investments.......................          122,220               69,560
                                                      __________           __________

    Total invested assets......................        6,510,106            6,694,811

                                                      __________           __________

    Total cash and invested assets.............        6,563,420            6,760,546
                                                      __________           __________

Deferred policy acquisition costs..............          802,198              718,439

Other receivables (net)........................          365,329              350,593

Property and equipment (net of accumulated
  depreciation of $34,090 at September 30,
  1996 and $38,695 at December 31, 1995).......            9,276               10,495

Prepaid expenses, deferred charges and
     other assets..............................           92,002               90,431
                                                      __________           __________

     Total assets..............................       $7,832,225           $7,930,504
                                                      ==========           ==========


See accompanying notes to financial statements.
</TABLE>
<PAGE>4
<TABLE>
<CAPTION>
                                                              September          December
                                                               30, 1996          31, 1995
                                                              __________        __________
<S>                                                           <C>               <C>
Liabilities and Equity Capital
______________________________

Liabilities:
Future policy benefits...................................     $1,709,610        $1,638,427
Policyholder account balances............................      3,746,409         3,787,546
Supplementary contracts without life contingencies.......         46,570            28,775
Policyholder dividend accumulations......................         20,420            20,419
Policy and contract claims...............................        181,303           177,739
Other policy and contract liabilities....................         32,550            32,435
Notes payable............................................        330,400           222,900
Long term debt...........................................        299,598           349,493
Federal income taxes (current and deferred)..............         21,260           118,956
Accounts payable and accrued liabilities.................        284,417           239,642
                                                              __________        __________
     Total liabilities...................................      6,672,537         6,616,332
                                                              __________        __________

Deferred income..........................................          5,200             5,918
                                                              __________        __________
Equity Capital:
     Preferred stock, $4.50 Series A Convertible, $1.00
      par value; authorized and outstanding, 4,404
      shares (December 31, 1995, 4,480 shares)...........            440               448
     Preferred stock, $5.00 Series B Convertible, $1.00
      par value; authorized and outstanding, 1,733
      shares (December 31, 1995, 1,852 shares)...........             87                93
     Preferred stock, undesignated, $1.00 par value;
      authorized 10,793,863 shares, issued; none
      (December 31, 1995; none)..........................              0                 0
     Common stock, par value $1.00 per share, authorized
      120,000,000 shares, issued: 57,471,215 shares
      (December 31, 1995, authorized 60,000,000 shares,
      issued 57,468,882 shares...........................         57,471            57,469
Paid-in surplus..........................................        119,951           117,512
Net unrealized gains on securities.......................         19,130           195,450
Retained earnings........................................      1,309,391         1,284,306
                                                              __________        __________
                                                               1,506,470         1,655,278

Less:  Treasury stock, at cost - September 30, 1996:
         23,109,425 Common shares; December 31, 1995:
         22,997,693 Common shares........................        346,399           339,662

       Deferred compensation.............................          5,583             7,362
                                                              __________        __________

Total Equity Capital.....................................      1,154,488         1,308,254
                                                              __________        __________

Total liabilities and Equity Capital.....................     $7,832,225        $7,930,504
                                                              ==========        ==========

Equity Capital per share.................................         $33.19            $37.47
                                                                  ======            ======
</TABLE>
<PAGE>5
<TABLE>

                                              USLIFE Corporation and Subsidiaries
                                                                
                                   Summary Statements of Consolidated Net Income (Unaudited)
                             For the Nine Months and Three Months Ended September 30, 1996 and 1995
                                            (Amounts in thousands except per share)
<CAPTION>
                                                               Nine Months Ended September 30    Three Months Ended September 30
                                                               ______________________________    _______________________________

                                                                   1996               1995            1996               1995
                                                                  ______             ______          ______             ______
<S>                                                             <C>               <C>              <C>               <C>
REVENUES:
   Premiums..................................................   $  767,465        $  734,522       $  255,236        $  245,301
   Other considerations......................................      168,765           167,616           58,027            53,102
   Net investment income.....................................      374,842           364,224          125,589           122,076
   Realized gains (losses) on investments....................         (597)            3,711              (27)            3,244
   Other income..............................................       36,598            24,505           12,683             8,835
                                                                __________        __________       __________        __________

      Total revenues.........................................    1,347,073         1,294,578          451,508           432,558
                                                                __________        __________       __________        __________

BENEFITS AND EXPENSES:
   Benefits to policyholders and beneficiaries (Note 7)......      580,840           535,305          187,210           178,877
   Commissions, net of deferred expenses.....................      124,519           113,595           40,906            39,468
   Other expenses and taxes, net of deferred expenses........      150,770           138,015           51,325            45,756
   Increase in liability for future policy benefits..........       68,534            79,977           25,265            23,886
   Interest credited to policyholder account balances........      150,826           156,749           50,367            53,469
   Amortization of deferred policy acquisition costs (Note 7)      164,823           121,324           44,246            39,598
   Interest expense..........................................       29,544            29,805            9,946            10,174
   Dividends to policyholders................................        2,652             2,473              829               779
                                                                __________        __________       __________        __________

      Total benefits and expenses............................    1,272,508         1,177,243          410,094           392,007
                                                                __________        __________       __________        __________

Income before Federal income taxes...........................       74,565           117,335           41,414            40,551

Provision for income taxes...................................       25,397            40,235           14,367            13,908
                                                                __________        __________       __________        __________

Net income...................................................   $   49,168        $   77,100       $   27,047        $   26,643
                                                                ==========        ==========       ==========        ==========


Net income per share........................................    $   1.41          $   2.22         $    .78          $    .76
                                                                ==========        ==========       ==========        ==========

Dividends per share:

   Common...................................................    $    .69999       $    .67333      $    .23333       $    .23333
                                                                ===========       ===========      ===========       ===========

   Preferred Series A.......................................    $   3.375         $   3.375        $   1.125         $   1.125
                                                                ===========       ===========      ===========       ===========

   Preferred Series B.......................................    $   3.75          $   3.75         $   1.25          $   1.25
                                                                ===========       ===========      ===========       ===========

   See accompanying notes to financial statements.
</TABLE>
<PAGE>6
<TABLE>

                                USLIFE Corporation and Subsidiaries
                           
                         Statements of Consolidated Cash Flows (Unaudited)
                       For the Nine Months Ended September 30, 1996 and 1995
                                                  
                                       (Amounts in Thousands)
<CAPTION>
                                                                  Nine Months Ended September 30
                                                                  ______________________________

                                                                         1996            1995
                                                                         ____            ____
     <S>                                                            <C>             <C>
     Cash flows from operating activities:
       Net income..............................................     $   49,168      $   77,100
       Adjustments to reconcile net income to net cash
        provided by operating activities:
         Change in liability for future policy benefits........         66,410          69,322
         Interest credited to policyholder account balances....        150,826         156,749
         Amounts assessed from policyholder account balances...       (133,192)       (120,688)
         Additions to deferred policy acquisition costs........       (171,015)       (174,783)
         Amortization of deferred policy acquisition costs.....        164,823         121,324
         Additions to deferred charges.........................         (7,293)         (4,661)
         Deferred Federal income taxes.........................         (7,078)            632
         Depreciation and amortization.........................         10,116           9,679
         Change in amounts due policyholders...................         24,906          19,939
         Change in other liabilities and amounts receivable....         41,618         (18,088)
         Net realized capital losses (gains)...................            597          (3,711)
         Change in restricted cash.............................           (380)         (1,141)
         Change in current Federal income tax liability........          4,324          (6,097)
         Other, net............................................         (1,640)         (4,490)
                                                                    ___________     ___________
              Total adjustments................................        143,022          43,986
                                                                    ___________     ___________
            Net cash provided by operating activities..........        192,190         121,086
                                                                    ___________     ___________
     Cash flows from investing activities:
       Change in policy loans..................................           (286)          1,355
       Proceeds from investments sold, redeemed or matured:
           Fixed maturities....................................        410,553         362,141
           Equity securities...................................            722              14
           Mortgage loan principal receipts....................         38,794          31,158
           Real estate.........................................          7,833           9,244
           Other long term investments.........................            796           1,660
       Expenditures for property and equipment.................         (3,118)         (2,844)
       Cost of investments purchased:
           Fixed maturities....................................       (549,405)       (664,393)
           Mortgage loans......................................        (12,215)         (5,706)
           Real estate.........................................           (595)           (683)
           Other long term investments.........................        (15,207)             (7)
           Net sales or (purchases) of short term investments..        (52,660)         44,457
         Other, net............................................            444           1,778
                                                                    ___________     ___________
            Net cash used in investing activities..............       (174,344)       (221,826)
                                                                    ___________     ___________
     Cash flows from financing activities:
         Increase in notes payable.............................        107,500          49,200
         Repayment of long term debt...........................        (50,000)             --
         Dividends to shareholders.............................        (24,083)        (23,142)
         Acquisition of treasury stock.........................         (9,322)         (5,253)
         Change in policyholder account balances...............        (59,108)         78,848
         Other, net............................................          4,366           5,994
                                                                    ___________     ___________
            Net cash provided (used) by financing activities...        (30,647)        105,647
                                                                    ___________     ___________
           Net change in cash..................................        (12,801)          4,907
         Cash at beginning of year.............................         63,914          51,878
                                                                    ___________     ___________
         Cash at end of period.................................     $   51,113      $   56,785
                                                                    ===========     ===========

                  See accompanying notes to financial statements.
</TABLE>


<PAGE>7
               USLIFE Corporation and Subsidiaries
                                
                  Notes to Financial Statements



Note 1.  Basis of Presentation

The accompanying  consolidated financial statements are unaudited
and have  been prepared  in accordance  with  generally  accepted
accounting principles  for interim  reporting and  in  accordance
with the  instructions to  Form 10-Q and Article 10 of Regulation
S-X.   Accordingly, they  do not  include all  of the disclosures
required for  annual financial  statements.   The  management  of
USLIFE believes  that all  adjustments (consisting only of normal
recurring accruals  and adjustments)  necessary to present fairly
the consolidated  financial position  of USLIFE  Corporation  and
subsidiaries as  of September 30, 1996 and December 31, 1995, the
consolidated results  of operations  for the nine and three month
periods ended  September 30, 1996 and 1995, and consolidated cash
flows for  the nine  month periods  ended September  30, 1996 and
1995,  have   been  included   in  the   accompanying   financial
statements.  Operating results for the nine month and three month
periods ended  September 30,  1996 are not necessarily indicative
of the  results that may be expected for the year ending December
31, 1996.   These  consolidated financial statements and notes to
financial statements  should be  read  in  conjunction  with  the
audited consolidated  financial statements and notes to financial
statements included  in the  Annual Report on Form 10-K of USLIFE
Corporation for the year ended December 31, 1995.


Note 2.  New Accounting Principle

Effective as of January 1, 1996, the Company adopted Statement of
Financial Accounting  Standards No. 121, entitled "Accounting for
the Impairment  of Long-Lived Assets and for Long-Lived Assets to
Be Disposed  Of."   The Statement requires that long-lived assets
such as property and equipment, and certain intangible assets, be
reviewed for  impairment when  events or changes in circumstances
indicate that  the carrying  amount may not be recoverable.  When
recoverability standards  specified in the Statement are not met,
a writedown of the covered assets may be required.  The Statement
does not  apply  to  various  classes  of  assets  including  the
Company's investment  securities and  deferred policy acquisition
costs, which  will continue  to be  evaluated based on previously
established accounting standards.  The adoption of this Statement
did  not  have  a  material  impact  on  the  Company's  reported
financial position or results of operations.


<PAGE>8

Note 3.  Investments

The Company's  investment management  policies include  continual
monitoring and  evaluation of  securities market  conditions  and
circumstances relating  to  its  investment  holdings  which  may
result  in  the  selection  of  investments  for  sale  prior  to
maturity.   Securities may  also be sold as part of the Company's
asset/liability management  strategy in  response to  changes  in
interest rates,  resultant prepayment  risk, and similar factors.
Accordingly, the Company's entire fixed maturity portfolio (bonds
and redeemable  preferred stocks) is classified as "available for
sale" and  is carried  in the  accompanying consolidated  balance
sheets  at  fair  value.    The  Company's  investments  in  non-
redeemable  preferred   stocks   and   common   stocks   ("equity
securities") are  carried  at  fair  value  in  the  accompanying
consolidated balance  sheets.   Unrealized gains  and  losses  on
available-for-sale securities,  other than  those relating  to  a
reduction in  value determined  to be  other than  temporary, are
recorded through direct charges or credits to Equity Capital.

Equity Capital  at September  30,  1996  and  December  31,  1995
includes net  unrealized gains  and losses  on available-for-sale
securities as follows:
<TABLE>
<CAPTION>
                                                              September    December
                                                              30, 1996     31, 1995
                                                              _________   __________

                                                              (Amounts in Thousands)
<S>                                                          <C>          <C>
Fixed maturities:
  Fair value.....................................            $5,789,315   $6,006,864
  Adjusted cost..................................             5,700,645    5,559,322
                                                             __________   __________

  Unrealized gain................................                88,670      447,542
                                                             __________   __________

Equity securities:
  Fair value.....................................                 3,777        4,717
  Adjusted cost..................................                 4,068        4,918
                                                             __________   __________

  Unrealized loss................................                  (291)        (201)
                                                             __________   __________

Unrealized gain on securities in
  retirement trust...............................                   233           --
                                                             __________   __________

Total unrealized gain............................                88,612      447,341
                                                             __________   __________

Related adjustments:
  Deferred policy acquisition costs..............               (58,359)    (135,926)
  Policyholder liabilities.......................                  (821)     (10,721)
  Deferred federal income tax liability..........               (10,302)    (105,244)
                                                             __________   __________

                                                                (69,482)    (251,891)
                                                             __________   __________
Net unrealized gain on securities included
  in Equity Capital..............................            $   19,130   $  195,450
                                                             ==========   ==========
</TABLE>


Short term  investments are  carried at  cost, which approximates
fair value.   Real  estate is carried at the lower of depreciated
cost or  net realizable  value.   Depreciation is calculated on a
straight line  basis with  useful lives varying based on the type
of building.  Policy loans and mortgages, other than those with a


<PAGE>9

decline in  value determined  to be  other  than  temporary,  are
stated at the aggregate of unpaid principal balances.  Other long
term  investments,  except  for  certain  securities  held  in  a
retirement trust  which is  included in this category, are stated
at the  lower of  cost or  estimated net realizable value.  Fixed
maturities and  equity securities  included in the aforementioned
retirement  trust  are  classified  as  "available-for-sale"  and
carried at fair value.

At September 30, 1996, consolidated invested assets included $255
million (at  fair value; adjusted cost $257 million) of less than
investment grade  corporate securities, based on ratings assigned
by  recognized   rating   agencies   and   insurance   regulatory
authorities.   Based on fair value, these securities represent 3%
of consolidated  total assets  at that  date.   Approximately  $4
million of these investments (at adjusted cost which approximates
fair value)  are in  default at  September 30,  1996.    Also  at
September 30,  1996, the book value of mortgage loans included in
consolidated total  assets which  were 60 days or more delinquent
or in  foreclosure was  approximately $4  million, and  the  book
value of  property acquired through foreclosure of mortgage loans
was approximately $25 million.


Note 4.  Equity Capital Per Share

Equity Capital  per share was determined by dividing total Equity
Capital by  the number  of common  shares and  common  equivalent
shares outstanding  at the  end of  the period.   The  number  of
common shares  and common  equivalent shares for this purpose has
been determined  on the  same basis  as that for income per share
(see Note 5 of Notes to Financial Statements), except amounts are
based on  the number  of shares  outstanding at  the end  of  the
period.   As of  September 30,  1996 and  December 31,  1995, the
number of  such shares  used for  this purpose was 34.779 million
and 34.918 million, respectively.


Note 5.  Income Per Share

Income per  share was  computed by dividing the income applicable
to common  and common  equivalent shares  by the weighted average
number of  common and common equivalent shares outstanding during
each period.   The  weighted average  number of common and common
equivalent shares  was determined  by using the average number of
common shares  outstanding during  each period, net of reacquired
(treasury) shares from the date of acquisition; by converting the
shares of  the Series  A and  Series B  Preferred Stock  to their
equivalent common shares, and by calculating the number of shares
issuable on  exercise of those common stock options with exercise
prices lower  than the  market price of the common stock, reduced
by the  number of  shares assumed to have been purchased with the
proceeds from  the exercise of the options.  Fully diluted income
per share  is the  same as  income per share data indicated.  The

<PAGE>10

following table  sets forth  the computations  of net  income per
share for  the nine  and three  month periods ended September 30,
1996 and 1995:



<TABLE>
<CAPTION>
                                                           Nine Months Ended         Three Months Ended
                                                              September 30              September 30
                                                           __________________        __________________

                                                            1996         1995         1996         1995
                                                            ____         ____         ____         ____

                                                                   (Shares and Amounts in Thousands
                                                                       except Per Share data)
    <S>                                                   <C>          <C>          <C>          <C>
    Net income.........................................   $ 49,168     $ 77,100     $ 27,047     $ 26,643
                                                          ========     ========     ========     ========

    Weighted average common shares
      outstanding, net of treasury shares..............     34,369       34,334       34,339       34,407
    Add - common share equivalents of:
      Preferred Stock - Series A.......................         53           54           53           54
      Preferred Stock - Series B.......................         22           23           21           22
      Outstanding stock options - treasury stock method        343          354          343          354
                                                            ______       ______       ______       ______

    Total common shares and common equivalent shares...     34,787       34,765       34,756       34,837
                                                            ======       ======       ======       ======


    Net income per share...............................     $ 1.41       $ 2.22       $  .78       $  .76
                                                            ======       ======       ======       ======
</TABLE>


Note 6.  Reinsurance


The Company's  life insurance  subsidiaries reinsure  with  other
companies portions  of  the  risks  they  underwrite  and  assume
portions of  risks on  policies underwritten  by other companies.
The life  insurance subsidiaries  generally reinsure  risks  over
$1.5 million  as  well  as  selected  risks  of  lesser  amounts.
Amounts paid  for or  recoverable under reinsurance contracts are
included in total assets as reinsurance receivable or recoverable
amounts.   The  cost  of  reinsurance  related  to  long-duration
contracts is  accounted for  over  the  life  of  the  underlying
reinsured policies  using assumptions  consistent with those used
to account for the underlying policies.  Reinsurance contracts do
not relieve  the Company  from its  obligations to policyholders,
and the  Company is contingently liable with respect to insurance
ceded  in   the  event  any  reinsurer  is  unable  to  meet  the
obligations which  have been assumed.  Reinsurance receivable and
recoverable  amounts  included  in  "Other  receivables"  in  the
accompanying consolidated balance sheets are as follows:

                                          September      December
                                          30, 1996       31, 1995
                                          _________     _________

                                           (Amounts in Thousands)

Reinsurance receivables - paid claims...   $  8,720      $  8,568
Other reinsurance recoverable amounts...    143,601       138,146
                                           ________      ________

                                           $152,321      $146,714
                                           ========      ========


<PAGE>11

The effect  of reinsurance on premiums, other considerations, and
benefits to policyholders and beneficiaries, is as follows:

<TABLE>
<CAPTION>
                                                       Nine Months                      Three Months
                                                     Ended September 30               Ended September 30
                                                ___________________________      ___________________________

                                                  1996               1995          1996               1995
                                                ________           ________      ________           ________

                                                                   (Amounts in Thousands)

<S>                                             <C>                <C>           <C>                <C>
Premiums, before reinsurance ceded.........     $828,590           $791,320      $277,445           $265,044
Premiums ceded.............................       61,125             56,798        22,209             19,743
                                                ________           ________      ________           ________
Net premiums...............................     $767,465           $734,522      $255,236           $245,301
                                                ========           ========      ========           ========


Other considerations, before reinsurance
   ceded...................................     $182,697           $180,108      $ 62,609           $ 57,679
Other considerations ceded.................       13,932             12,492         4,582              4,577
                                                ________           ________      ________           ________
Net other considerations...................     $168,765           $167,616      $ 58,027           $ 53,102
                                                ========           ========      ========           ========



Benefits to policyholders and beneficiaries,
  before reinsurance recoveries............     $620,229           $573,540      $202,371           $193,614
Reinsurance recoveries.....................       39,389             38,235        15,161             14,737
                                                ________           ________      ________           ________
Benefits to policyholders and beneficiaries,
  net of reinsurance recoveries............     $580,840           $535,305      $187,210           $178,877
                                                ========           ========      ========           ========
</TABLE>



Note 7.   Charge Relating to Traditional Indemnity Group
          Major Medical and Related Products


On January  29, 1996,  the Company announced that its subsidiary,
The United  States Life  Insurance Company, would discontinue new
sales of  traditional indemnity major medical products.  Further,
it would  only offer  major medical coverage through managed care
plans in  selected  markets  where  it  has  both  a  significant
presence and  an appropriate managed care network in place, while
continuing to  provide full  support and  service to all existing
indemnity customers  regardless of  location.   Concurrently, the
Company announced  that it  would carefully  monitor  persistency
experience of  its group  insurance lines  in order  to determine
whether financial statement adjustments would become necessary.

Recoverability of  deferred policy  acquisition costs  depends on
future revenues  and gross  profits from the business to which it
relates.   Evaluation of  this asset,  as well as the reserve for
policy benefits, requires assumptions as to the amount and timing
of these  future revenues  and  gross  profits.    The  Company's
continuing study  disclosed that  persistency  on  this  business
deteriorated to  a point  that  a  revision  in  assumptions  was
necessary.

USLIFE's financial statements for the nine months ended September
30, 1996  reflect a pre-tax charge of $49.6 million, taken during
the second  quarter, to  recognize revised assumptions reflecting

<PAGE>12

current experience  on  its  traditional  indemnity  group  major
medical and  related products.    The  charge  includes  a  $37.2
million writedown  of deferred  policy acquisition  costs on this
block of  business and  a related  adjustment of  the reserve for
policy benefits  amounting to  $12.4 million which is included in
"Benefits to policyholders and beneficiaries" in the accompanying
statements of  consolidated net income.  The charge, on an after-
tax basis, amounts to $32.3 million or 93 cents per share.



Note 8.   Refinancing Transaction


In June 1996, the Company redeemed its $50 million issue of 9.15%
Notes due  1999,  without  penalty.    The  issue  was  initially
refinanced utilizing  $50 million  of short  term bank borrowings
under a  revolving credit  agreement which  expires  in  February
1997.


<PAGE>13
                       USLIFE Corporation

             Management's Discussion and Analysis of
          Financial Condition and Results of Operations



Financial Condition
___________________


The liquidity  requirements of  the Company  are met primarily by
cash flows from operations of the life insurance subsidiaries and
accumulated funds at the subsidiary level. These internal sources
of  liquidity  are  complemented  by  such  external  sources  as
available bank  lines of  credit and  revolving credit agreements
and the  ability of  the Company  to utilize  capital markets for
intermediate and long-term financing.

Premium and  investment income as well as maturities and sales of
invested assets provide the primary sources of cash available for
liquidity requirements  at the life insurance subsidiaries, while
cash is  applied  by  such  subsidiaries  to  payment  of  policy
benefits and  loans, costs of acquiring new business (principally
commissions), and operating expenses, as well as purchases of new
investments.  Excluding the impact of changes in accounts payable
and receivable  and amounts  due policyholders,  all of which are
subject to  random fluctuations  from the  timing  of  securities
transaction settlements, claims payments and similar matters, net
cash provided  by operating  activities  of  the  life  insurance
subsidiaries for the first nine months of 1996 was $158 million.

On  a   consolidated  basis,   net  cash  provided  by  operating
activities amounted  to $192 million for the first nine months of
1996, compared  to $121  million for  the corresponding period of
1995.   As indicated  above, these  amounts  reflect  changes  in
accounts  that   are  subject   to  random  timing  fluctuations.
Excluding the  impact of  changes in  these  accounts,  net  cash
provided by  consolidated operating  activities amounted  to $126
million in  the first  nine months of 1996 versus $119 million in
the corresponding 1995 period.

Cash flows from operating activities for the first nine months of
1996 included $66 million from the change in liability for future
policy benefits,  versus $69  million in  the corresponding  1995
period.  The decrease reflected various factors including reduced
sales of  single premium  immediate  annuities  during  the  1996
period, in  comparison to the first nine months of 1995.  Most of
the  reduction  of  the  liability  for  future  policy  benefits
resulting from  attrition of  traditional indemnity  group  major
medical business  during the first nine months of 1996 was offset
by reserve  strengthening for  the remaining  policies in  force.
See  Note   7  of  Notes  to  Financial  Statements  for  further
information.
<PAGE>14

Interest credited  to policyholder  account balances  amounted to
$151 million  in the  first nine  months  of  1996,  versus  $157
million reported for the corresponding 1995 period.  The decrease
resulted primarily  from surrenders  of single  premium  deferred
annuities sold  in 1991  that reached  the end of their surrender
charge period in 1996, together with reductions in credited rates
of interest  on the  Company's deferred annuities in force.  As a
result of  these surrenders, which were generally consistent with
expected levels,  the portion  of policyholder  account  balances
relating to  individual annuities  declined  $192  million,  from
$1.81 billion at September 30, 1995 to $1.62 billion at September
30, 1996.   The portion of policyholder account balances relating
to universal  life insurance  contracts  increased  approximately
$181 million  during that  same one  year period.   The impact of
this increase  in the  base of  universal life insurance in force
was  essentially  offset  by  reductions  in  rates  of  interest
credited that  were implemented  during 1995  and continuing into
1996, as discussed under "Results of Operations."

Interest rates credited on universal life and individual deferred
annuity contracts  may be  adjusted periodically  by the Company.
Subject  to  any  applicable  surrender  charges,  the  Company's
universal  life   insurance  products   and  individual  deferred
annuities may  be surrendered  by the  holder.   A cash surrender
value, based  on contractual  terms, is  also  available  to  the
policyholder upon  surrender of many of the Company's traditional
individual life  insurance policies  under which  cash values are
accumulated.   Such surrenders  are influenced by various factors
including economic  conditions, available  alternative investment
returns, competition  for investment  and  insurance  funds,  and
perceived financial strength of the insurer.  These contracts are
generally supported by the Company's investment portfolios, which
are primarily  comprised of  investment  grade,  publicly  traded
corporate bonds.

Substantially  all  of  the  Company's  interest  sensitive  life
insurance and  annuity contracts  provide  for  imposition  of  a
surrender charge  in the  event  of  policy  surrender  during  a
specified initial  period  commencing  with  contract  inception,
typically ten  to fifteen  years for universal life insurance and
five  to   seven  years   for  individual   annuities,  with  the
significance of  this charge  generally subject to reduction over
the applicable period or during the later portion thereof.

The Company's  investment portfolios are continually monitored to
determine whether  the distribution  of investment  maturities is
considered appropriate  for expected levels of policy surrenders.
The Company's  fixed maturity  investments may  be sold  prior to
maturity as  part of  the  Company's  asset/liability  management
strategy and are classified as "available for sale."  Adjustments
to the  investment maturity  distribution, if necessary, may also
be accomplished  by actions concerning the investment of incoming

<PAGE>15

funds and/or  reinvestment of  the proceeds of securities matured
or redeemed.

The Company  monitors its  surrenders on  a monthly  basis.   Any
material deviation  or emerging  trend is  traced to  the product
line and  agency of  record, and  remedial action  is taken where
appropriate.   If an acceleration of surrenders were experienced,
the cash  flow requirements associated with such surrenders could
require the  Company to  liquidate a  portion of  the  underlying
security investments prior to maturity, at then-prevailing market
prices.   The sources  of liquidity  described earlier  would  be
applied toward any further cash flow requirements.

For the  first nine  months of  1996,  amortization  of  deferred
policy acquisition costs amounted to $165 million, reflecting the
impact of  a charge relating to traditional indemnity group major
medical products  as discussed  in Note  7 of  Notes to Financial
Statements.   Absent the  impact of this charge, net additions to
deferred policy  acquisition costs amounted to $43 million in the
first nine months of 1996 versus $53 million in the corresponding
1995 period.   The  decrease reflects various factors including a
lower level  of individual  life insurance  sales during the 1996
period.   New annualized  premiums from individual life insurance
sales amounted  to $92  million for the first nine months of 1996
versus $106  million in  the corresponding  1995 period.  Federal
income tax  payments amounted  to $28.2 million in the first nine
months of  1996, versus  $44.7 million  in the corresponding 1995
period.   The reduced  level of  payments  reflected  tax  losses
arising from  disposals  of  certain  non-performing  investments
during the  1996 period.   Since  reserves  had  been  previously
established  to   recognize  the  reduction  in  value  of  these
investments for  financial statement  purposes, the disposals had
no material  impact on  reported  results  of  operations.    The
application of  amounts deposited in 1995 to satisfy a portion of
1996 tax depository requirements was also a factor in the reduced
level of tax payments.

Net cash used in investing activities amounted to $174 million in
the first  nine months  of 1996,  compared to $222 million in the
corresponding 1995  period.  Individual annuity surrenders, which
have a negative impact on net funds available to invest, amounted
to $246  million during the first nine months of 1996 versus $161
million during  the corresponding 1995 period.  The major portion
of these  surrenders related  to  annuities  for  which  deferred
policy  acquisition   costs  were   substantially  amortized,  or
resulted in  the imposition  of a surrender charge by the Company
as contractually  permitted.   Consequently, these surrenders did
not  have   an  adverse   impact  upon  consolidated  results  of
operations.

As of  September 30,  1996, approximately  16% of  the  Company's
deferred annuity  contracts (versus  9% at  December  31,  1995),
based  on   policyholder  account   balances,  were   beyond  the
contractual period  during which  a significant  charge could  be

<PAGE>16

imposed in  the event  of termination.   Based  on the  Company's
significant 1991 and 1992 sales of individual annuities with five
year surrender  charge periods,  with gross  deposits in  each of
those  years   totalling  approximately   $500  million,  further
increases in  the proportion  of  annuity  contracts  beyond  the
surrender charge period is anticipated during the balance of 1996
and  in  1997.    The  Company's  asset  /  liability  management
strategies have  contemplated the  expected surrender pattern for
these annuities,  and based  on cash  flow  testing  the  Company
believes that  its distribution of investments is appropriate for
the cash  requirements associated  with  the  expected  level  of
surrenders.

Disposals of  fixed maturity  investments included  in cash flows
from investing  activities for  the first nine months of 1996 and
1995 totalled $411 million and $362 million, respectively.  These
disposals included, respectively, $94 million and $75 million (at
cost) of  securities which  were called  for  redemption  by  the
respective issuers  prior to  maturity.  Fixed maturity disposals
also reflected  sales  of  certain  securities  as  part  of  the
Company's asset/liability  management  strategy  with  objectives
including maintenance  of an  appropriate relationship  of  asset
yields and  maturities to  current policy liabilities, as well as
maintenance of issuer diversification.  The major portion  of the
proceeds from fixed maturities sold or redeemed and available for
reinvestment were  directed to  investment grade  fixed  maturity
investments.   Net purchases of short term investments during the
1996 period, reflecting strategies including temporary investment
of proceeds  from securities  sold, redeemed  or matured  pending
disbursement of  annuity  surrender  proceeds,  amounted  to  $53
million.  Investing activities for the 1996 period also reflected
the investment of approximately $15 million in a retirement trust
included in  "Other long-term  investments," funded  by  proceeds
from the  sale of certain securities formerly held in a corporate
portfolio.

Net cash flows used by consolidated financing activities amounted
to $31  million in  the first nine months of 1996 versus net cash
provided  by   financing  activities   of  $106  million  in  the
corresponding 1995 period, reflecting a variance of approximately
$138 million  from policyholder account balance activity included
therein.   The primary  causes of this variance were a decline in
single premium  deferred annuity  gross deposits from $85 million
in the  first nine  months of  1995 to  $19 million  in the  1996
period, and  the impact  of increased  annuity surrenders  in the
1996 period  as previously  discussed.   The decrease  in annuity
deposits is  attributed to various factors including the negative
impact  on  sales  of  lower  interest  rates  offered  on  these
contracts during the 1996 period versus a year ago.

During the  first nine  months  of  1996,  the  Company  acquired
approximately 318,000  shares  of  its  common  stock  (including
232,000 shares  purchased under  a repurchase  program at a total
cost of  $7 million and the remainder relating to benefit plans).

<PAGE>17

The purchases were financed primarily by selective sales of bonds
in the parent company investment portfolio.

The increase  in notes  payable for the first nine months of 1996
includes $50  million of  short term  bank borrowings relating to
the June  1996 refinancing  of the Company's $50 million issue of
9.15% notes due 1999 as discussed in Note 8 of Notes to Financial
Statements.   The remainder  of the 1996 period increase in notes
payable, as well as the $49 million increase for the 1995 period,
related  primarily   to  working   capital  requirements.    Cash
dividends  are   typically  remitted   by  the   life   insurance
subsidiaries to  the parent  company during  the fourth  quarter.
Historically, a major portion of these dividends has been applied
toward reduction  of short term debt incurred for working capital
purposes during the earlier part of the year.

At September  30, 1996,  the Company had lines of credit with six
banks  amounting  to  $60  million,  all  of  which  was  unused.
However, at  that date,  the Company  had outstanding  short term
borrowings with  five banks,  negotiated  independently  of  such
lines to  take advantage of more favorable interest rates, in the
aggregate amount  of $130  million.   The  Company's  short  term
borrowings  also   include  $150   million  outstanding  under  a
revolving credit  agreement with  The Bank of New York (as agent)
and $50  million outstanding  under a  revolving credit agreement
with Chemical Bank.

The Bank of New York credit agreement, which was renewed in April
1996, provides  for term  borrowings in  segments of  up  to  six
months with interest indexed to the LIBOR borrowing rate or based
on certain  alternative interest  rates  at  the  option  of  the
Company.   USLIFE has the option to prepay amounts borrowed under
the credit  agreement, in whole or in part, and to reborrow loans
thereunder provided  the total  amount of  outstanding borrowings
does not exceed $150 million.  All borrowings under the revolving
credit agreement  must mature  no later than April 10, 1999.  The
Chemical Bank revolving credit agreement expires in February 1997
and provides for borrowings up to $100 million.

The Company's  short term  borrowings are  utilized primarily for
working capital requirements.

Long term debt at September 30, 1996 includes a $150 million non-
callable issue  of 6.75%  Notes due  1998 and a $150 million non-
callable issue of 6.375% Notes due 2000.  The Company has filed a
shelf registration  statement which permits the issuance of up to
$150 million  principal amount  of  debt  securities  subject  to
management's  discretion  as  to  timing  and  amount  of  issues
thereunder.

While it  is currently  anticipated that the major portion of the
Company's outstanding  debt will  be repaid using bank borrowings
or  the  net  proceeds  of  debt  and/or  equity  or  combination
securities to  be issued  at future  dates, determination  of the

<PAGE>18

timing and  amount of  such repayments, borrowings and securities
issues will  be dependent  upon future  market conditions, future
cash flows, and other unforeseen circumstances.

Dividends paid on the Company's outstanding stock issues amounted
to $24  million in  the first  nine months  of  1996  versus  $23
million in the corresponding 1995 period, reflecting the increase
in common  stock quarterly  dividends per  share from 22 cents to
23.333 cents  during the third quarter of 1995.  In October 1996,
the  Company  announced  a  further  increase  in  the  quarterly
dividend on common stock to 24.7 cents per share, commencing with
the dividend  payable on  December 2,  1996  to  shareholders  of
record on November 15, 1996.



Results of Operations
_____________________


Nine Months Ended September 30, 1996 compared to
Nine Months Ended September 30, 1995

For the nine months ended September 30, 1996, net income amounted
to $49.2  million versus  $77.1 million for the comparable period
of 1995.

Net income  for the  first nine  months of  1996 reflects a $49.6
million  pre-tax   charge  taken   during  the   second  quarter,
equivalent to  $32.3 million  on an after-tax basis, to recognize
revised  assumptions   reflecting  current   experience  on   the
Company's traditional  indemnity group  major medical and related
products as discussed in Note 7 of Notes to Financial Statements.
The Company's group insurance product lines are discussed further
below.

Net income  for the  first nine  months of 1996 also included net
capital losses  with an  after-tax impact of $387 thousand, while
net income for the corresponding 1995 period included net capital
gains with  an after-tax impact of $2.4 million.  The 1995 period
capital  gains   reflect  disposals  of  several  fixed  maturity
investments pursuant  to tender offers by the respective issuers,
as well  as certain  redemptions as  discussed  under  "Financial
Condition."   Capital gains  and losses  during  the  first  nine
months of  1996 reflect the disposal of non-performing securities
with adjusted  cost of  approximately $2  million and real estate
properties acquired  through foreclosure  with aggregate  cost of
approximately $6  million.   Capital gains  and losses during the
corresponding 1995  period reflect  disposals  of  non-performing
securities with  adjusted cost  of approximately  $26 million, as
well as several real estate properties that were acquired through
foreclosure, with  aggregate cost  of approximately  $23 million.
Reserves had  been previously  recorded to recognize reduction in
value of these investments.

<PAGE>19

Excluding the  charge relating  to  traditional  indemnity  group
major medical products, and capital gains and losses as discussed
above, consolidated  after-tax income  amounted to  $81.8 million
for the  first nine  months of  1996 versus $74.7 million for the
corresponding 1995  period.  On a similar basis, after-tax income
of the  life insurance subsidiaries other than the aforementioned
items was  $114.4 million  in the  1996 period compared to $105.5
million in  the first  nine months  of 1995.   Also  on a similar
basis,  after-tax  corporate  charges  (including  the  operating
results of USLIFE's servicing units) amounted to $32.5 million in
the first  nine months  of 1996  versus  $30.8  million  for  the
comparable 1995 period.

The variance  in corporate  charges reflects  an increase  in the
provision for  retirement expense  resulting from a change in the
pension plan  discount rate  from 8.25% in 1995 to 7.00% in 1996.
This rate  is determined  at the  beginning of each year based on
interest rates  available on highly-rated fixed income securities
as  required   by  pension   accounting  standards,  and  is  not
necessarily  indicative   of  the   actual  rate   of  return  on
investments supporting the Company's retirement obligations.

Before capital  gains and  losses and the pre-tax charge of $49.6
million discussed above, the life insurance subsidiaries reported
a pre-tax  profit of  $174.1 million for the first nine months of
1996, versus  $160.3 million  in the  corresponding 1995  period.
This comparison  of results  for the  first nine months benefited
from an  increase of  $5.1 million  in pre-tax  profits from  the
individual life  insurance and annuity product line.  Also, apart
from the  impact of  the charge  discussed  above,  results  from
traditional indemnity  and related  products for  the second  and
third quarters  of 1996 were approximately at a break-even level.
With  the   curtailment  of  losses  from  traditional  indemnity
products and  actions taken  to move  from traditional  indemnity
major medical  products to  current  generation  group  insurance
products, pre-tax  results of  operations  from  the  Employer  /
Association Group lines had a favorable impact of $5.5 million on
the latter comparison.

A discussion  of the  Company's various  product lines, excluding
the impact  of the  previously discussed  charge for  traditional
indemnity major  medical and  related business  and capital gains
and losses, follows.

Individual life  and annuity  pre-tax profits,  including  income
attributable to  capital and  surplus, amounted to $159.2 million
for the  first nine  months of 1996 versus $154.1 million for the
corresponding 1995  period.   The increase  of  approximately  $5
million or  3% came  primarily from greater gains from investment
income, reflecting  reductions in  rates of  interest credited on
interest sensitive policies in force as well as an increased base
of individual  life insurance business.  Mortality experience was
favorable during the first nine months of 1996 and contributed to

<PAGE>20

the overall  pre-tax profit  reported for  the period,  but  this
contribution was  to a  lesser  degree  than  corresponding  1995
period.   It should  be noted  that mortality  experience for the
first nine  months of 1996 reflected three large accidental death
claims during  the third  quarter,  with  an  aggregate  negative
impact of approximately $4.5 million on individual life insurance
pre-tax profits.

Written premiums  from credit  life insurance  products increased
from $56  million in the first nine months of 1995 to $62 million
in the  1996 period, reflecting increased sales through financial
institutions.   Pre-tax profits  on credit insurance products are
anticipated to  be realized  when currently  written premiums are
earned in  future periods  rather than during the period of sale.
A pre-tax  profit of  $1.0 million  was reported  for credit life
insurance coverages  for the  first nine  months of  1996, versus
$423 thousand  in the  corresponding 1995  period.   The positive
variance reflected  an increased base of earned premiums and more
favorable mortality  experience in the 1996 period.  It should be
noted that  credit life  insurance coverages  are often  sold  in
conjunction with credit disability insurance and/or other credit-
related products.

Written premiums on credit disability products increased from $57
million in  the first  nine months  of 1995 to $62 million in the
1996 period.   Pre-tax  income from  credit  disability  products
amounted to  $5.4 million in the 1996 period, versus $5.0 million
in the  comparable 1995  period, reflecting  an increased base of
earned premiums  as well  as  more  favorable  claims  experience
during the first half of 1996.

The   Company's    group   health    insurance   lines    include
employer/association group  health insurance, mortgage disability
insurance, and specialty group health and disability products.

Historically,  the   majority  of   the  Company's   employer   /
association group  insurance premium  revenues were  derived from
indemnity major medical coverages, which were often sold together
with group  life insurance.   A  change in market emphasis toward
managed care  products resulted  both in a reduction of new sales
of the  Company's indemnity major medical products and an erosion
of business  in force  over the  past several years.  The Company
has taken  a number  of actions  to adapt  to the changing market
conditions, including  refinement of  "ancillary" group  products
such as  long-term disability  and dental  insurance, with  goals
including an  increase in  the proportion  of group business from
non-major  medical   lines.     Additionally,  the   Company  has
introduced new  managed care  products in  several states  (using
provider networks made available through unrelated companies).

As indicated  in Note  7 of  Notes to  Financial Statements,  the
Company discontinued  new sales  of traditional  indemnity  major
medical products  in January  1996 and  subsequently  recorded  a
charge as  noted above  to recognize  revised assumptions  on the

<PAGE>21

discontinued business.   The  "continuing" employer / association
group business consists of long-term disability, accidental death
and dismemberment,  dental, standalone  life,  association  group
life and  health,  and  managed  care  major  medical  coverages.
Premiums from  these "continuing"  products constitute  more than
75% of total employer / association group premiums for the second
and third quarters of 1996.

The employer  / association  group health  line reported  a  $217
thousand pre-tax  profit for  the  first  nine  months  of  1996,
comprised of  a first  quarter pre-tax loss of $1.5 million and a
pre-tax profit  of $1.7 million for the second and third quarters
(before the  charge discussed above).  The latter profit reflects
the contribution  of continuing  products included  in this line.
Pre-tax losses  on this  line for  the first  nine months of 1995
were $4.1  million, reflecting experience on the now-discontinued
traditional indemnity  products as  well as  third  quarter  1995
expense charges  of approximately  $900 thousand  related to  the
closing of a claims office.

Premium revenues on employer / association group health insurance
products amounted  to $262  million in  the first  nine months of
1996 versus  $267  million  in  the  corresponding  1995  period.
Although, as  anticipated, a  high level of terminations from the
discontinued  products   negatively  impacted  revenues,  overall
revenues approached  year-ago levels  as a result of an increased
contribution from non-major medical and managed care products.

The other  group health  and disability coverages reported a pre-
tax profit  of $698  thousand for  the first nine months of 1996,
versus a loss of $475 thousand for the corresponding 1995 period,
with the  favorable variance  primarily  attributed  to  improved
results from  specialty  group  health  and  disability  products
marketed through retailers and financial institutions.

Profitability of  the Company's  group health  insurance lines is
dependent upon  various factors  including  the  ability  of  the
Company to  match  premiums  charged  to  benefit  costs  and  to
maintain  underwriting  standards  so  that  premium  charged  is
consistent with  risk  assumed  on  an  overall  basis.    Market
acceptance  of   products  currently   offered  and  those  being
introduced is  also a key factor in the prospective profitability
of these product lines.

The   Company's    group    life    insurance    lines    include
employer/association  group   life   insurance,   mortgage   life
insurance, and certain specialty coverages.

The employer  / association  group life  line reported  a pre-tax
profit of  $5.5 million for the first nine months of 1996, versus
$4.3 million  in the  corresponding 1995  period, reflecting  the
increased profit  contribution from  continuing products included
in this line.  Premium revenues for this line were $90 million in
the first nine months of 1996 versus $87 million a year ago.

<PAGE>22

The other group life insurance lines reported a pre-tax profit of
$1.5 million  for the  first nine  months of  1996,  versus  $816
thousand for  the corresponding  1995 period,  with the favorable
variance primarily  attributed to  improved  mortality  on  group
mortgage life insurance coverages.

Total revenues  of the  life insurance  subsidiaries in the first
nine months  of 1996  amounted to  $1.327 billion, an increase of
$48 million  or 4%  over the  same period  of 1995,  primarily on
increases of  $34 million  (or 4%)  and $11  million (or  3%)  in
premiums  and   considerations   and   net   investment   income,
respectively.  Additionally, "other income" of the life insurance
subsidiaries  increased   from  $16   million  to   $24  million,
reflecting increased  volume on  certain credit insurance related
products.

The increase  in premiums  and considerations came primarily from
the individual  life insurance  and annuity  product line and the
credit life and disability lines.

Premiums and  other considerations from individual life insurance
and annuity  products amounted  to $391 million in the first nine
months of 1996, compared to $367 million in the 1995 period, with
the  increase   from  both  interest  sensitive  and  traditional
products and  reflecting a larger base of in-force life insurance
business.   This increase  was  accompanied  by  greater  written
premiums on credit insurance products, reflecting increased sales
through financial institution sources of business as noted above.

The $11  million increase  in net  investment income  of the life
insurance subsidiaries  reflected a larger investment base in the
1996 period.  The pre-tax annualized yield was 7.84% in the first
nine months  of 1996  versus 7.91%  for  the  corresponding  1995
period.   The decline in yield reflects redemptions of securities
by the  respective issuers,  totalling $115 million (at cost) for
the year  1995 and  $94 million  during the  first nine months of
1996.   An intentional  shortening of  maturities on  investments
associated with  individual annuity contracts, in anticipation of
annuities nearing  the end  of their surrender charge period, was
also a factor.

The Company's  interest  sensitive  life  insurance  and  annuity
contracts are subject to periodic adjustment of credited interest
rates  which  are  determined  by  management  based  on  factors
including available  market interest rates and portfolio rates of
return.  Recent rate actions are discussed below.

Total benefits  and expenses  of the  life insurance subsidiaries
increased $88  million versus  the first  nine months of 1995, to
$1.203 billion, reflecting the impact of the $49.6 million charge
relating to traditional indemnity group major medical products as
previously discussed.   Excluding this charge, total benefits and
expenses increased $39 million or 3%.

<PAGE>23

Benefits to  policyholders and  beneficiaries  amounted  to  $581
million in  the first  nine months  of 1996.    The  $46  million
increase  versus  the  corresponding  1995  period  reflects  the
inclusion of  $12 million  in the  1996 amount  relating  to  the
aforementioned  charge.     The  remainder  of  the  increase  is
attributed  primarily   to  greater  volume  of  individual  life
insurance and  credit life  and disability insurance products, as
well as  the impact  of three  large  individual  life  insurance
accidental death claims during the third quarter as noted above.

Interest credited  to policyholder  account balances  amounted to
$151 million  in the  first nine  months  of  1996,  versus  $157
million in  the  corresponding  1995  period.    As  noted  under
"Financial Condition," the decrease reflects surrenders of single
premium  deferred   annuities  that  reached  the  end  of  their
surrender charge period in 1996 as well as reductions in rates of
interest credited on interest sensitive contracts.

Interest  rates   credited  on  the  Company's  deferred  annuity
contracts, exclusive  of first  year bonuses on certain products,
typically ranged  from 4-3/4%  to 5-1/2%  during the  first  nine
months of  1995, depending  on type  of contract  and  period  of
issue.  During the year 1995, the Company implemented a series of
rate reductions  on newly issued annuities together with credited
rate reductions  on renewing  contracts.   As a result of actions
taken during  the fourth  quarter of  1995  affecting  the  major
portion of  the Company's  deferred annuities  in force, credited
rate reductions  of 25  to 50  basis points  were implemented  on
January 1,  1996  for  calendar  year  contracts  and  are  being
implemented on  policy anniversary  dates during  1996 for  other
contracts.  Interest rates credited on these contracts during the
first nine months of 1996 typically ranged from 4-1/4% to 5-1/2%.

Interest rates credited on the Company's universal life insurance
contracts typically  ranged from  5-3/4% to  7% during  the first
nine months  of 1995.   Reductions  in credited  interest  rates,
generally amounting  to 25  basis points, were implemented during
the third  quarter of  1995 with  respect to the major portion of
the Company's  universal life insurance policies in force as well
as certain  newly issued policies.  Additional rate reductions of
25 to  50 basis  points were implemented during the first quarter
of 1996.   Following these actions, current credited rates on the
Company's universal life insurance contracts generally range from
5-1/4% to 6-1/2%.

The prospective impact of rate adjustments for interest sensitive
products on reported results will be dependent upon future sales,
surrender levels, and investment portfolio yield.

An increase in future policy benefits of $69 million was recorded
for the  first nine  months of  1996, versus  $80 million for the
corresponding  1995  period.    The  decrease  reflected  various
factors including  reduced  sales  of  single  premium  immediate

<PAGE>24

annuities during  the 1996  period as  discussed under "Financial
Condition."

Amortization  of  deferred  policy  acquisition  costs  was  $165
million for  the first  nine months  of 1996, versus $121 million
for the  corresponding 1995 period, with the $43 million increase
primarily attributed  to inclusion  of $37  million in  the  1996
amount relating  to the  aforementioned  charge  for  traditional
indemnity products.   The  remainder  of  the  increase  reflects
factors including the greater volume of individual life insurance
and credit insurance business during the 1996 period.

Aggregate commissions,  general expenses, and insurance taxes and
licenses increased  from $219 million in the first nine months of
1995 to  $235 million  in the  1996  period.    The  $16  million
increase is primarily associated with the 1996 period increase in
credit  insurance   written  premiums  and  increased  volume  on
individual life  insurance and credit insurance related products.
Third quarter  1996 expenses  include  approximately  $1  million
relating to  the relocation  of the Company's data processing and
administrative facilities,  while  costs  of  approximately  $900
thousand were  incurred in  the third  quarter of 1995 related to
the closing of a group claims office as indicated above.

At September  30, 1996,  consolidated  invested  assets  included
approximately  $255   million  (at   fair  value)  of  less  than
investment grade  corporate securities, based on ratings assigned
by  recognized   rating   agencies   and   insurance   regulatory
authorities.     These  investments   represent   about   3%   of
consolidated total  assets at  that date.  See Note 3 of Notes to
Financial Statements  for further  information.  These securities
generally involve greater risk of loss from borrower default than
investment grade  securities because their issuers typically have
higher levels  of indebtedness and are more vulnerable to adverse
economic conditions than other issuers.  The Company's results of
operations historically  have not  reflected a  material  adverse
impact from investments in such securities.

In October  1995, the Financial Accounting Standards Board (FASB)
issued Statement  of  Financial  Accounting  Standards  No.  123,
entitled  "Accounting   for  Stock-Based   Compensation."    This
Statement, which  must be  adopted in 1996, establishes financial
accounting and  reporting standards  for stock  option plans  and
other  stock-based  forms  of  compensation.    Under  previously
established accounting  standards, stock  options such  as  those
granted by  the Company  (with option  price set  equal to market
price at  date of grant) do not require income statement charges,
although the  outstanding options  are considered in earnings per
share calculations.   FASB 123 introduces standards for computing
"fair value"  of these  stock options using a mathematical model,
as well  as expense charges over the related service period based
on this calculated value.  However, companies can elect to report
the pro-forma  impact of these computed charges on net income and
earnings per  share in  a footnote rather than actually recording

<PAGE>25

the  computed  income  statement  charges.    USLIFE  Corporation
intends to provide footnote disclosure of the pro-forma impact of
the calculated  stock option expense charges, commencing with its
year end  1996 financial  statements (indicating comparative data
for 1995),  rather  than  record  these  charges  in  its  income
statement.



Three Months Ended September 30, 1996 compared to
Three Months Ended September 30, 1995

For the  three  months  ended  September  30,  1996,  net  income
amounted to $27.0 million versus $26.6 million for the comparable
period of 1995.

Net income  for the  third quarter  of 1995  included net capital
gains with  an  after-tax  impact  of  $2.1  million,  reflecting
disposals of  several  fixed  maturity  investments  pursuant  to
tender offers  by the  respective  issuers  as  well  as  certain
redemptions.   Capital gains and losses had no material impact on
reported results of operations for the third quarter of 1996.

Excluding  capital   gains  and   losses  as   discussed   above,
consolidated after-tax  income amounted  to $27.1 million for the
third quarter  of 1996 versus $24.5 million for the corresponding
1995 period.   On  a similar  basis, after-tax income of the life
insurance subsidiaries  was $37.8  million  in  the  1996  period
compared to  $34.5 million in the third quarter of 1995.  Also on
a similar  basis,  after-tax  corporate  charges  (including  the
operating results  of USLIFE's servicing units) amounted to $10.7
million in the third quarter of 1996 versus $10.0 million for the
comparable 1995 period.

During the  third quarter  of 1996,  the  Company  relocated  its
Dallas-based  data   processing  and  administrative  facilities,
within that  city.   Expense charges  of approximately $1 million
associated with  this action  are included  in third quarter 1996
results.  Substantially all of these costs were recognized by the
life insurance subsidiaries.  Third quarter 1995 results included
charges of about $900 thousand relating to the closing of a group
claims office.

Before capital  gains and losses, the life insurance subsidiaries
reported a  pre-tax profit of $57.7 million for the third quarter
of 1996,  versus $52.4  million in the corresponding 1995 period.
As a  consequence of  the charge  taken during the second quarter
relating to traditional indemnity group major medical and related
products, results  from these discontinued products for the third
quarter of  1996 were  approximately at a break-even level.  With
the curtailment of losses from traditional indemnity products and
actions taken  to move  from traditional  indemnity major medical
products to  current generation group insurance products, pre-tax
results of operations from the Employer / Association Group lines

<PAGE>26

had a favorable impact of $3.6 million on the comparison of third
quarter results.   The  latter comparison  also benefited from an
increase of  $849 thousand in pre-tax profits from the individual
life insurance and annuity product line.

A discussion  of the  Company's various  product lines, excluding
the impact  of capital  gains and  losses  which  are  previously
discussed, follows.

Individual life  and annuity  pre-tax profits,  including  income
attributable to  capital and  surplus, amounted  to $52.0 million
for the  third quarter  of 1996  versus  $51.1  million  for  the
corresponding 1995  period.   The increase  of $849 thousand came
primarily from  greater gains  from investment income, reflecting
reductions in  rates of  interest credited  on interest sensitive
policies in force as well as an increased base of individual life
insurance business.   Mortality  experience was  favorable during
the third  quarter of 1996 and contributed to the overall pre-tax
profit reported  for the  period, but  this contribution was to a
lesser degree  than same  period a  year ago.  It should be noted
that mortality experience for the third quarter of 1996 reflected
three large  accidental  death  claims  with  aggregate  negative
impact of approximately $4.5 million on individual life insurance
pre-tax profits.

A pre-tax  profit of  $734 thousand  was reported for credit life
insurance coverages  for the  third quarter  of 1996, versus $208
thousand in  the corresponding  1995 period, reflecting growth in
the  base   of  earned  premiums  and  more  favorable  mortality
experience in the 1996 period.

Pre-tax income  from credit  disability products amounted to $1.7
million in the 1996 period, versus $2.1 million in the comparable
1995 period,  as less  favorable claims  experience in  the  1996
period more  than offset  the impact  of growth  in the  base  of
earned premiums.

The   Company's    group   health    insurance   lines    include
employer/association group  health insurance, mortgage disability
insurance, and specialty group health and disability products.

The employer  / association  group health line reported a pre-tax
profit of  $844 thousand.  This third quarter profit reflects the
contribution of  continuing products included in this line.  Pre-
tax losses  on this  line for the third quarter of 1995 were $2.4
million,   reflecting    experience   on   the   now-discontinued
traditional indemnity  products as  well as  third  quarter  1995
expense charges  of approximately  $900 thousand  related to  the
closing of a claims office.

Premium revenues on employer / association group health insurance
products were $89 million in the third quarter of 1996 versus $86
million  in   the  corresponding   1995  period.    Although,  as
anticipated,   a high level of terminations from the discontinued

<PAGE>27

products negatively  impacted revenues,  overall revenues were up
as a  result of  increased sales of non-major medical and managed
care products.

The other  group health  and disability coverages reported a pre-
tax profit of $110 thousand for the third quarter of 1996, versus
a loss  of $146  thousand for the corresponding 1995 period, with
the favorable  variance primarily  attributed to improved results
from specialty  group health  and  disability  products  marketed
through retailers and financial institutions.

The   Company's    group    life    insurance    lines    include
employer/association  group   life   insurance,   mortgage   life
insurance, and certain specialty coverages.

The employer  / association  group life  line reported  a pre-tax
profit of $1.8 million for the third quarter of 1996, versus $1.4
million  in   the  corresponding   1995  period,  reflecting  the
increased profit  contribution from  continuing products included
in this line.

The other group life insurance lines reported a pre-tax profit of
$369 thousand  for the third quarter of 1996, versus $92 thousand
for the  corresponding  1995  period.    The  favorable  variance
reflects  the  impact  on  1995  period  results  of  unfavorable
mortality experience  on certain  specialty coverages included in
these lines.

Total revenues  of the  life insurance  subsidiaries in the third
quarter of  1996 amounted  to $445  million, an  increase of  $18
million or  4%  over  the  same  period  of  1995,  primarily  on
increases of  $15 million  (or 5%)  and $4  million  (or  3%)  in
premiums  and   considerations   and   net   investment   income,
respectively.  Additionally, "other income" of the life insurance
subsidiaries increased  approximately $3  million, to $9 million,
reflecting increased  volume on  certain credit insurance related
products.

The increase  in premiums  and considerations came primarily from
the individual  life insurance  and annuity  product line and the
employer / association group life and health lines.  As discussed
above, revenues  on the  latter lines  increased as  a result  of
growth in sales of non-major medical and managed care products.

Premiums and  other considerations from individual life insurance
and annuity  products amounted  to  $132  million  in  the  third
quarter of  1996, compared  to $121  million in  the 1995 period,
with the  increase from  both interest  sensitive and traditional
products and  reflecting a larger base of in-force life insurance
business.

Net  investment   income  of   the  life  insurance  subsidiaries
increased  $4  million,  as  noted  above,  reflecting  a  larger
investment base in the 1996 period.

<PAGE>28

Total benefits  and expenses  of the  life insurance subsidiaries
increased $16 million or 4% versus the third quarter of 1995.

Benefits to  policyholders and  beneficiaries  amounted  to  $187
million in  the third quarter of 1996, versus $179 million in the
corresponding 1995  period.   The increase  reflects the  greater
volume of  individual life and credit insurance, growth in volume
of continuing  products in the employer/ association group lines,
and the impact of several individual life accidental death claims
as noted earlier.

Interest credited  to policyholder  account balances  amounted to
$50 million  in the  third quarter of 1996, versus $53 million in
the corresponding  1995 period.   As  previously  discussed,  the
decrease reflects surrenders of single premium deferred annuities
that reached  the end of their surrender charge period in 1996 as
well as  reductions in  rates of  interest credited  on  interest
sensitive contracts.

An increase in future policy benefits of $25 million was recorded
for the  third quarter  of  1996,  versus  $24  million  for  the
corresponding  1995  period.    The  increase  reflected  various
factors  including   greater  premium   volume   on   traditional
individual life insurance products during the 1996 period and the
release of  unearned premium  reserves during  the 1995 period on
several terminating association group life cases.

Amortization of deferred policy acquisition costs was $44 million
for the  third quarter  of  1996,  versus  $40  million  for  the
corresponding  1995   period.    The  increase  reflects  factors
including the  greater volume  of individual  life insurance  and
credit insurance business during the 1996 period.

Aggregate commissions,  general expenses, and insurance taxes and
licenses increased  from $75 million in the third quarter of 1995
to $79  million in  the 1996  period.  The $4 million increase is
primarily associated  with increased  volume on  individual  life
insurance and  credit insurance  related products.   As discussed
above, third  quarter  1996  expenses  include  approximately  $1
million  relating   to  the  relocation  of  the  Company's  data
processing  and   administrative  facilities,   while  costs   of
approximately $900 thousand were incurred in the third quarter of
1995 related to the closing of a group claims office.



<PAGE>29

                   Part II - Other Information


Item 1.  Legal Proceedings
         _________________

As previously reported in the Company's Annual Report on Form 10-
K for  the year  ended December  31, 1995,  in November 1981, the
Company filed  a third amended complaint against Louis Wilcox and
other former  officers of  USLIFE Savings and Loan Association, a
former subsidiary of the Company, for indemnification, injunctive
relief and  accounting (USLIFE  Savings and  Loan Association  v.
Louis Wilcox,  et al.,  Superior Court of the State of California
for the  County of Riverside).  In April 1984, defendant Louis M.
Wilcox filed  a  cross  complaint  against  the  Company  seeking
general damages  of $1  million, punitive  damages of $10 million
and special  damages.   In 1986,  Wilcox's causes  of action  for
malicious prosecution  and abuse  of process  were dismissed.  On
appeal, the  dismissal of  the  cause  of  action  for  malicious
prosecution was  reversed while  the dismissal  of the  abuse  of
process claim was upheld.  Pursuant to the Company's request, the
case was  bifurcated for  trial.   In July 1993, the trial court,
after hearing evidence on the issue, without a jury, decided that
the Company  had probable  cause to  sue Wilcox  in 1981.    That
ruling was  dispositive of  the claim  for malicious  prosecution
and, thus,  the Court  dismissed Wilcox's  only  remaining  claim
against the  Company.   A judgment  in the  Company's  favor  was
entered in  late 1993.  Wilcox appealed from this judgment and in
September 1996, the Court of Appeals issued a Tentative Decision,
which the  Company has  challenged, reversing  the trial  court's
dismissal  of  Wilcox's  claim.    In  the  event  the  Company's
challenge is rejected, the Company intends to appeal the decision
of the Court of Appeals.



Item 6.   Exhibits and Reports on Form 8-K
          ________________________________


   (a)       Exhibits


        27  - Financial Data Schedule (electronic filing only)


   (b)       Reports on Form 8-K


     No  reports  on  Form  8-K  were  filed  on  behalf  of  the
     Registrant during the quarter ended September 30, 1996.



<PAGE>30






                           SIGNATURES



Pursuant to  the requirements  of the  Securities Exchange Act of
1934, the  registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.




                                       USLIFE Corporation
                               __________________________________

                                          (Registrant)


  November 7, 1996             By /s/ James M. Schlomann

____________________           __________________________________

        Date                   James M. Schlomann
                               Executive Vice President - Finance
                               (Principal Financial Officer and
                                Duly Authorized Officer)