<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 March 31, 1997      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 April 30, 1997 was 34,876,803.
<PAGE>2


                       USLIFE Corporation

                              INDEX



                                                        Page No.
                                                        ________

Part I - Financial Information:


  Consolidated Balance Sheets -
  March 31, 1997 and December 31, 1996...................      3

  Summary Statements of Consolidated Net Income -
  For the Three Months Ended March 31, 1997 and 1996.....      5

  Statements of Consolidated Cash Flows -
  For the Three Months Ended March 31, 1997 and 1996.....      6

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

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

Part II - Other Information..............................     24


Signatures...............................................     26



















<PAGE>3
<TABLE>
                   USLIFE Corporation and Subsidiaries
                                     
                 Consolidated Balance Sheets (Unaudited)
                   March 31, 1997 and December 31, 1996
           (Dollar amounts in thousands except per share data)


<CAPTION>
                                                  March 31, 1997       December 31, 1996
                                                  ______________       _________________
<S>                                                   <C>                  <C>
Assets
______

Cash:

  On hand and in demand accounts..............        $   41,415           $   24,462

  Restricted funds held in escrow, etc. ......             1,851                2,512
                                                      __________           __________

                                                          43,266               26,974
                                                      __________           __________

Invested assets:

  Fixed maturities available for sale, at fair
   value (cost, March 31, 1997, $5,722,607;
   December 31, 1996, $5,674,366).............         5,738,904            5,864,687

  Equity securities, at fair value (cost,
   March 31, 1997, $3,911; December
   31, 1996, $3,997)..........................             3,843                3,786

  Mortgage loans..............................           257,528              258,723

  Policy loans................................           283,079              283,442

  Real estate.................................            25,730               27,948

  Other long term investments.................            18,771               18,720

  Short term investments......................           107,935              105,129
                                                      __________           __________

    Total invested assets.....................         6,435,790            6,562,435

                                                      __________           __________

    Total cash and invested assets............         6,479,056            6,589,409
                                                      __________           __________

Deferred policy acquisition costs.............           828,452              785,128

Other receivables (net).......................           366,397              400,109

Property and equipment (net of accumulated
  depreciation of $35,077 at March 31, 1997
  and $34,266 at December 31, 1996)...........             9,421                9,988

Prepaid expenses, deferred charges and
     other assets.............................            93,255               94,952
                                                      __________           __________

     Total assets.............................        $7,776,581           $7,879,586
                                                      ==========           ==========

See accompanying notes to financial statements.
</TABLE>
<PAGE>4
<TABLE>
<CAPTION>
                                                                March            December
                                                               31, 1997          31, 1996
                                                              __________        __________
<S>                                                           <C>               <C>
Liabilities and Equity Capital
______________________________

Liabilities:
Future policy benefits...................................     $1,755,362        $1,741,570
Policyholder account balances............................      3,634,303         3,709,191
Supplementary contracts without life contingencies.......         51,855            46,888
Policyholder dividend accumulations......................         20,606            20,606
Policy and contract claims...............................        194,639           196,022
Other policy and contract liabilities....................         35,251            36,812
Notes payable............................................        293,400           268,600
Current maturities of long term debt.....................        149,946                 0
Long term debt...........................................        149,726           299,635
Federal income taxes (current and deferred)..............         26,782            58,688
Accounts payable and accrued liabilities.................        298,270           272,811
                                                              __________        __________
     Total liabilities...................................      6,610,140         6,650,823
                                                              __________        __________

Deferred income..........................................          5,237             5,341
                                                              __________        __________
Equity Capital:
     Preferred stock, $4.50 Series A Convertible, $1.00
      par value; authorized and outstanding, 4,181
      shares (December 31, 1996, 4,332 shares)...........            418               433
     Preferred stock, $5.00 Series B Convertible, $1.00
      par value; authorized and outstanding, 1,625
      shares (December 31, 1996, 1,689 shares)...........             81                84
     Preferred stock, undesignated, $1.00 par value;
      authorized 10,794,194 shares, issued; none
      (December 31, 1996; none)..........................              0                 0
     Common stock, par value $1.00 per share, authorized
      120,000,000 shares, issued: 57,475,180 shares
      (December 31, 1996, 57,472,605 shares).............         57,475            57,473
Paid-in surplus..........................................        126,657           120,702
Net unrealized gains (losses) on securities..............        (17,756)           68,109
Retained earnings........................................      1,347,799         1,327,748
                                                              __________        __________
                                                               1,514,674         1,574,549

Less:  Treasury stock, at cost - March 31, 1997:
         22,859,385 Common shares; December 31, 1996:
         23,070,016 Common shares........................        347,775           346,117

       Deferred compensation.............................          5,695             5,010
                                                              __________        __________

Total Equity Capital.....................................      1,161,204         1,223,422
                                                              __________        __________

Total liabilities and Equity Capital.....................     $7,776,581        $7,879,586
                                                              ==========        ==========

Equity Capital per share.................................         $33.02            $35.05
                                                                  ======            ======

</TABLE>
<PAGE>5
<TABLE>
                             USLIFE Corporation and Subsidiaries
                                              
                  Summary Statements of Consolidated Net Income (Unaudited)
                     For the Three Months Ended March 31, 1997 and 1996
                           (Amounts in thousands except per share)
<CAPTION>
                                                               Three Months Ended March 31
                                                               ____________________________
                                                                  1997               1996
                                                                 ______             ______
<S>                                                            <C>               <C>
REVENUES:
   Premiums.................................................   $  252,859        $  244,970
   Other considerations.....................................       58,025            54,701
   Net investment income....................................      125,446           124,146
   Realized gains on investments............................          913               566
   Other income.............................................       12,801            11,019
                                                               __________        __________
      Total revenues........................................      450,044           435,402
                                                               __________        __________

BENEFITS AND EXPENSES:
   Benefits to policyholders and beneficiaries..............      197,290           190,473
   Commissions, net of deferred expenses....................       45,966            43,779
   Other expenses and taxes, net of deferred expenses.......       52,562            48,033
   Increase in liability for future policy benefits.........       10,588            13,526
   Interest credited to policyholder account balances.......       48,098            50,285
   Amortization of deferred policy acquisition costs........       42,503            39,117
   Interest expense.........................................        9,239             9,767
   Dividends to policyholders...............................          878               903
                                                               __________        __________
      Total benefits and expenses...........................      407,124           395,883
                                                               __________        __________

Income from operations before Federal income taxes..........       42,920            39,519

Provision for income taxes..................................       14,332            13,328
                                                               __________        __________

Net income..................................................   $   28,588        $   26,191
                                                               ==========        ==========


Net income per share........................................   $   .82           $   .75
                                                               ==========        ==========

Dividends per share:

   Common...................................................   $   .247          $   .23333
                                                               ===========       ===========

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

   Preferred Series B.......................................   $  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 Three Months Ended March 31, 1997 and 1996
                                                  
                                       (Amounts in Thousands)

<CAPTION>
                                                                     Three Months Ended March 31
                                                                    _____________________________

                                                                         1997            1996
                                                                         ____            ____
     <S>                                                            <C>             <C>
     Cash flows from operating activities:
       Net income..............................................     $   28,588      $   26,191
       Adjustments to reconcile net income to net cash
        provided by operating activities:
         Change in liability for future policy benefits........          9,373          12,002
         Interest credited to policyholder account balances....         48,098          50,285
         Amounts assessed from policyholder account balances...        (47,135)        (43,570)
         Additions to deferred policy acquisition costs........        (48,815)        (52,131)
         Amortization of deferred policy acquisition costs.....         42,503          39,117
         Additions to deferred charges.........................         (1,509)         (1,431)
         Deferred federal income taxes.........................         (1,734)          2,232
         Depreciation and amortization.........................          2,749           3,027
         Change in amounts due policyholders...................          4,460           4,874
         Change in other liabilities and amounts receivable....         66,470          16,778
         Net realized capital gains............................           (913)           (566)
         Change in restricted cash.............................            661          (1,495)
         Change in current federal income tax liability........         16,066          11,094
         Other, net............................................            823             553
                                                                    ___________     ___________
           Total adjustments...................................         91,097          40,769
                                                                    ___________     ___________
              Net cash provided by operating activities........        119,685          66,960
                                                                    ___________     ___________
     Cash flows from investing activities:
       Change in policy loans..................................            363             547
       Proceeds from investments sold, redeemed or matured:
           Fixed maturities....................................        206,673         103,232
           Equity securities...................................             65             467
           Mortgage loan principal receipts....................         13,039          15,044
           Real estate.........................................            367             184
           Other long term investments.........................            523             752
       Expenditures for property and equipment.................           (331)           (753)
       Cost of investments purchased:
           Fixed maturities....................................       (252,482)       (184,831)
           Mortgage loans......................................        (10,650)         (4,109)
           Real estate.........................................           (183)           (199)
           Other long term investments.........................           (714)              0
           Net purchases of short term investments.............         (2,806)        (41,041)
       Other, net..............................................            (45)            (88)
                                                                    ___________     ___________
              Net cash used in investing activities............        (46,181)       (110,795)
                                                                    ___________     ___________
     Cash flows from financing activities:
         Increase in notes payable.............................         24,800          20,500
         Dividends to shareholders.............................         (8,537)         (8,057)
         Acquisition of treasury stock.........................         (4,845)         (3,927)
         Change in policyholder account balances...............        (75,776)         16,758
         Other, net............................................          7,807           1,077
                                                                    ___________     ___________
              Net cash provided (used) by financing activities.        (56,551)         26,351
                                                                    ___________     ___________
           Net change in cash..................................         16,953         (17,484)
         Cash at beginning of year.............................         24,462          63,914
                                                                    ___________     ___________
         Cash at end of period.................................     $   41,415      $   46,430
                                                                    ===========     ===========

                  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 March 31, 1997 and December 31, 1996, and the
consolidated results  of operations  and cash flows for the three
month periods ended March 31, 1997 and 1996 have been included in
the accompanying financial statements.  Operating results for the
three month  period ended  March 31,  1997  are  not  necessarily
indicative of  the results  that may  be expected  for  the  year
ending  December   31,  1997.     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, 1996.


Note 2.  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.

<PAGE>8

Equity Capital  at March  31, 1997 and December 31, 1996 includes
net unrealized  gains and losses on available-for-sale securities
as follows:
<TABLE>
<CAPTION>
                                                              March 31,    December
                                                                1997       31, 1996
                                                              _________   __________

                                                              (Amounts in Thousands)
<S>                                                          <C>          <C>
Fixed maturities:
  Fair value.....................................            $5,738,904   $5,864,687
  Adjusted cost..................................             5,722,607    5,674,366
                                                             __________   __________

  Unrealized gain................................                16,297      190,321
                                                             __________   __________

Equity securities:
  Fair value.....................................                 3,843        3,786
  Adjusted cost..................................                 3,911        3,997
                                                             __________   __________

  Unrealized loss................................                   (68)        (211)
                                                             __________   __________

Unrealized gain on securities in retirement trust                   297          922
                                                             __________   __________

Total unrealized gain............................                16,526      191,032
                                                             __________   __________

Related adjustments:
  Deferred policy acquisition costs..............               (45,094)     (82,106)
  Policyholder liabilities.......................                 1,251       (4,140)
  Deferred federal income tax liability..........                 9,561      (36,677)
                                                             __________   __________

                                                                (34,282)    (122,923)
                                                             __________   __________
Net unrealized gain (loss) on securities
  included in Equity Capital.....................            $  (17,756)  $   68,109
                                                             ==========   ==========
</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
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 March  31, 1997,  consolidated invested  assets included  $237
million (at  fair value; adjusted cost $238 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 fair  value; adjusted  cost $3
million) are  in default  at March  31, 1997.   Also at March 31,
1997, the  book value  of mortgage loans included in consolidated
total assets  which  were  60  days  or  more  delinquent  or  in
foreclosure was  approximately $5  million, and the book value of

<PAGE>9

property acquired  through  foreclosure  of  mortgage  loans  was
approximately $21 million.


Note 3.  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 4 of Notes to Financial Statements), except amounts are
based on  the number  of shares  outstanding at  the end  of  the
period.   As of  March 31, 1997 and December 31, 1996, the number
of such  shares used  for this  purpose was  35.166  million  and
34.905 million, respectively.


Note 4.  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
following table  sets forth  the computations of income per share
for the three month periods ended March 31, 1997 and 1996:


<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                March 31
                                                           __________________

                                                            1997         1996
                                                            ____         ____

                                                     (Shares and Amounts in Thousands
                                                          except Per Share data)
    <S>                                                   <C>          <C>
    Net income.........................................   $ 28,588     $ 26,191
                                                          ========     ========

    Weighted average common shares
      outstanding, net of treasury shares..............     34,523       34,463
    Add - common share equivalents of:
      Preferred Stock - Series A.......................         51           53
      Preferred Stock - Series B.......................         19           22
      Outstanding stock options - treasury stock method        481          381
                                                            ______       ______

    Total common shares and common equivalent shares...     35,074       34,919
                                                            ======       ======


    Net income per share...............................     $  .82       $  .75
                                                            ======       ======

</TABLE>


<PAGE>10

Note 5.  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:

                                          March 31,      December
                                            1997         31, 1996
                                          _________     _________

                                           (Amounts in Thousands)

Reinsurance receivables - paid claims...   $  9,056      $  8,534
Other reinsurance recoverable amounts...    145,716       144,818
                                           ________      ________

                                           $154,772      $153,352
                                           ========      ========


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

<TABLE>
<CAPTION>
                                                     Three Months Ended March 31
                                                     ___________________________

                                                       1997               1996
                                                     ________           ________

                                                       (Amounts in Thousands)

    <S>                                              <C>                <C>
    Premiums, before reinsurance ceded.........      $273,848           $263,140
    Premiums ceded.............................        20,989             18,170
                                                     ________           ________
    Net premiums...............................      $252,859           $244,970
                                                     ========           ========


    Other considerations, before reinsurance
       ceded...................................      $ 62,827           $ 59,325
    Other considerations ceded.................         4,802              4,624
                                                     ________           ________
    Net other considerations...................      $ 58,025           $ 54,701
                                                     ========           ========



    Benefits to policyholders and beneficiaries,
      before reinsurance recoveries............      $208,305           $199,920
    Reinsurance recoveries.....................        11,015              9,447
                                                     ________           ________
    Benefits to policyholders and beneficiaries,
      net of reinsurance recoveries............      $197,290           $190,473
                                                     ========           ========
</TABLE>


<PAGE>11

Note 6.  Pending Merger Transaction


On  February   12,  1997,   the  Company   and  American  General
Corporation, of  Houston, Texas, entered into a definitive merger
agreement. Under  this agreement, USLIFE Corporation shareholders
will exchange  each share of USLIFE common stock for $49 worth of
American  General   common  stock,   subject  to   a  minimum  of
approximately 1.09  shares and  a maximum  of approximately  1.29
shares of American General common stock.  The exchange ratio will
be based  on an  average trading price of American General common
stock prior  to closing.  The merger is intended to be a tax-free
transaction and  to qualify  for pooling  of interest  accounting
treatment.   The transaction,  which is  subject to  approval  by
American  General   and  USLIFE  shareholders  and  to  requisite
regulatory approvals, is expected to close by June 30, 1997.

American General  Corporation is a diversified financial services
organization.   Its  principal  businesses  are  life  insurance,
retirement services, and consumer finance.


Note 7. Redemption of Series A and B Preferred Stock

On April 9, 1997, USLIFE Corporation announced that it had called
for the  redemption on  May 9,  1997 of all outstanding shares of
its $4.50  convertible Preferred  Stock, Series A (the "Preferred
Series A")  and $5.00  Convertible Preferred Stock, Series B (the
"Preferred Series  B") at a total redemption price of $100.87 per
share including  accrued and  unpaid dividends  of 87  cents  per
share for the Preferred Series A, and $100.96 per share including
accrued and  unpaid dividends  of 96  cents  per  share  for  the
Preferred Series  B.   In connection  with such  redemption,  and
pursuant to  its certificate  of incorporation,  the Company  has
deposited in  a special  trust account  with Chase Manhattan Bank
funds in  an amount  sufficient to pay the total redemption price
on all  shares of  Preferred Series  A  and  Preferred  Series  B
outstanding as of April 9, 1997.  At any time up to 5:00 p.m. New
York City  time on  May 9, 1997, each share of Preferred Series A
is convertible  into 12  shares  of  Common  Stock  (the  "Common
Stock") of  USLIFE Corporation and each share of Preferred Series
B is  convertible into 11.99 shares of Common Stock.  At any time
after 5:00  p.m. New  York City  time on May 9, 1997, or any date
thereafter, each  share of  Preferred Series  A and each share of
Preferred Series  B will  be exchangeable only for its respective
redemption price.


Note 8. Future Change in Accounting

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),

<PAGE>12

entitled "Earnings  Per  Share."    SFAS  128  will  replace  the
presentations of  primary and  fully diluted  earnings per  share
under current  accounting  standards  with  "basic  earnings  per
share" and  "diluted earnings  per share,"  respectively.   Basic
earnings per  share excludes dilution and is computed by dividing
income available  to common  shareholders by the weighted average
number of  common shares  outstanding during  the period, whereas
primary  earnings  per  share  includes  the  impact  of  assumed
conversion of  common stock  equivalents.   Diluted earnings  per
share under  SFAS 128  is  generally  similar  to  fully  diluted
earnings per share.  For calendar year enterprises, SFAS 128 must
be adopted  commencing with  year end  1997 financial statements,
and will  then apply  retroactively to  both annual  and  interim
periods,  requiring   the  restatement  of  previously  presented
earnings per  share data.  Earlier application of SFAS 128 is not
permitted.   Based on  preliminary calculations, the Company does
not believe that earnings per share computed under SFAS 128 would
be  materially   different  from  the  earnings  per  share  data
presented herein.

<PAGE>13

                       USLIFE Corporation

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


Pending Merger Transaction
__________________________

On February  12, 1997,  the Company  entered  into  a  definitive
merger  agreement   with  American   General  Corporation   in  a
transaction valued  at $1.8  billion.   Under the  agreement, the
Company's shareholders  will exchange  shares  of  the  Company's
common stock  for $49  worth of  American General  common  stock,
subject to  a maximum  of approximately 1.29 shares and a minimum
of approximately  1.09 shares  of American  General common stock.
The transaction,  which is  subject to shareholder and regulatory
approvals, is  expected to close by June 30, 1997.  See Note 6 of
Notes to Financial Statements for further information.


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 quarter of 1997 was $62 million.

On  a   consolidated  basis,   net  cash  provided  by  operating
activities amounted  to $120  million for  the first  quarter  of
1997, compared  to $67  million for  the corresponding  period of
1996.   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  $49
million in  the first  quarter of  1997 versus $45 million in the
corresponding 1996 period.
<PAGE>14

Cash flows  from operating  activities for  the first  quarter of
1997 included  $9 million from the change in liability for future
policy benefits,  versus $12  million in  the corresponding  1996
period.   The decrease  reflected a  reduced level  of  sales  of
traditional individual  life insurance  products during  the 1997
period.

Interest credited  to policyholder  account balances  amounted to
$48 million  in the  first quarter  of 1997,  versus $50  million
reported  for  the  corresponding  1996  period.    The  decrease
resulted primarily  from surrenders  of single  premium  deferred
annuities sold  in 1991  and 1992  that reached  the end of their
surrender charge  period in  1996 and  the first quarter of 1997.
As a  result of these surrenders, which were generally consistent
with  expected   levels,  the  portion  of  policyholder  account
balances relating  to individual annuities declined $349 million,
from $1.76  billion at  March 31,  1996 to $1.41 billion at March
31, 1997.   The portion of policyholder account balances relating
to universal  life insurance  contracts  increased  approximately
$172 million during that same one year period.

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.

Net additions to deferred policy acquisition costs amounted to $6
million in  the first  quarter of 1997 compared to $13 million in
the corresponding  1996 period.   The  decrease reflects  various
factors including  a $4  million decrease in net written premiums
on credit  life and  disability insurance  products and  a  lower
level of  individual life insurance sales during the 1997 period.
New annualized  premiums from  individual  life  insurance  sales
amounted to  $29 million for the first quarter of 1997 versus $32
million in the corresponding 1996 period.

Net cash  used in investing activities amounted to $46 million in
the first  quarter of  1997, compared  to  $111  million  in  the
corresponding 1996  period.  Individual annuity surrenders, which
have a negative impact on net funds available to invest, amounted
to $140  million during  the first  quarter of  1997  versus  $53
million during  the corresponding 1996 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 March 31, 1997, approximately 25% of the Company's deferred
annuity  contracts  and  24%  of  its  universal  life  insurance
policies, based on policyholder account balances, were beyond the
contractual period  during which  a significant  charge could  be
imposed in  the event  of termination.   Based  on the  Company's
significant 1992  sales of  individual annuities  with five  year
surrender charge  periods,  with  gross  deposits  in  that  year
totalling  approximately   $500  million,   an  increase  in  the
proportion of  annuity  contracts  beyond  the  surrender  charge
period is  anticipated during the balance of 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 quarter of 1997 and 1996

<PAGE>16

totalled $207  million and  $103 million,  respectively.    These
disposals included, respectively, $11 million and $32 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.  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 cash flows used by consolidated financing activities amounted
to $57  million in  the first  quarter of  1997 versus  net  cash
provided  by   financing  activities   of  $26   million  in  the
corresponding 1996 period, reflecting a variance of approximately
$93 million  from policyholder  account balance activity included
therein.   The primary  cause of  this variance was the impact of
increased annuity  surrenders in  the 1997  period as  previously
discussed.

During  the   first  quarter   of  1997,   the  Company  acquired
approximately 112,000  shares of its common stock at a total cost
of  $5   million  in   connection  with  various  benefit  plans.
Substantially all  of the  shares acquired  were utilized for the
dividend reinvestment plan and various benefit programs.

Notes payable  increased $25 million in the first quarter of 1997
and  $21  million  in  the  corresponding  1996  period.    These
increases in  notes payable  related primarily to working capital
requirements.  Historically, cash dividends have been remitted by
the life  insurance subsidiaries to the parent company during the
fourth quarter,  with a portion of these dividends applied toward
reduction  of  short  term  debt  incurred  for  working  capital
purposes during the earlier part of the year.

At March  31, 1997,  the Company  had lines  of credit  with four
banks  amounting  to  $53  million,  all  of  which  was  unused.
However, at  that date,  the Company  had outstanding  short term
borrowings with  four banks,  negotiated  independently  of  such
lines to  take advantage of more favorable interest rates, in the
aggregate amount  of $93  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 Chase Manhattan Bank.

The  Bank   of  New  York  credit  agreement  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

<PAGE>17

million.   All borrowings  under the  revolving credit  agreement
must mature  no later  than April  10, 1999.  The Chase Manhattan
Bank revolving  credit agreement  expires in  February  1999  and
provides for borrowings up to $100 million.

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

The Company's  $150 million non-callable issue of 6.75% Notes due
January 15,  1998 has  been classified  as "Current maturities of
long term  debt" as  of March  31, 1997.  Long term debt at March
31, 1997  is comprised  of 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
timing and  amount of  such repayments, borrowings and securities
issues will  be dependent  upon future  market conditions, future
cash flows, and other unforeseen circumstances.

The merger  agreement discussed  in Note  6 of Notes to Financial
Statements provides  that on or before the date immediately prior
to  the  closing  of  the  merger,  subject  to  compliance  with
applicable law,  USLIFE will  use reasonable efforts to cause two
of its  life insurance subsidiaries to pay dividends to USLIFE of
up to  $143 million  in the  aggregate.   The application  of All
American Life  to pay  a $78  million dividend  was  approved  by
regulatory authorities  in April  1997.  The timing and amount of
payment of  a dividend  by Old  Line Life  is subject  to further
discussion with  regulatory authorities.   The  payment of  these
dividends is  not a condition to the merger.  The proceeds of the
dividends will be used for general corporate purposes.

Dividends paid on the Company's outstanding stock issues amounted
to $9  million in  the first quarter of 1997 versus $8 million in
the corresponding  1996 period, reflecting the increase in common
stock quarterly  dividends per  share from  23.333 cents  to 24.7
cents.


<PAGE>18


Results of Operations
_____________________


Three Months Ended March 31, 1997 compared to
Three Months Ended March 31, 1996

For the three months ended March 31, 1997, net income amounted to
$28.6 million  versus $26.2  million for the comparable period of
1996, an increase of $2.4 million or 9%.

Net income  for the  first quarter  of 1997 and 1996 included net
capital gains  with an after-tax impact of $593 thousand and $367
thousand, respectively.   The  net capital gains in both the 1997
and 1996  periods came primarily from fixed maturity investments,
reflecting securities  called for redemption prior to maturity by
their respective  issuers and sales of certain securities as part
of  the  Company's  asset  /  liability  management  strategy  as
discussed under "Financial Condition."

Excluding the  net capital  gains discussed  above,  consolidated
after-tax income  amounted to $28.0 million for the first quarter
of 1997  versus $25.8  million for the corresponding 1996 period,
an increase of $2.2 million or 8%.  On a similar basis, after-tax
income of  the life insurance subsidiaries increased $2.1 million
or 6%.   Also  on a  similar basis,  after-tax corporate  charges
(including the  operating results  of USLIFE's  servicing  units)
amounted to $10.7 million in both the 1997 and 1996 periods.

The  improvement   in  life  insurance  subsidiary  results  came
primarily from  improved results in the individual life insurance
and annuity  product line  and the  employer /  association group
health insurance 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 $53.8 million
for the  first quarter  of 1997  versus  $52.3  million  for  the
corresponding 1996  period.   The increase  of  approximately  3%
reflected greater  gains from mortality experience and investment
income during the 1997 period.

Written premiums  from credit life insurance products amounted to
$18 million  during the  first quarter of 1997 versus $19 million
for the  corresponding 1996 period.  Written premiums from credit
disability insurance  products were  $17 million during the first
quarter of  1997 versus  $19 million  for the 1996 period.  These
premium income decreases reflected factors including management's
decision to  curtail certain  business that was determined not to
meet the  Company's profitability standards, and the inclusion in

<PAGE>19

first quarter  1996  results  of  new  premiums  on  a  block  of
automobile-related  business   previously  written   by   another
carrier.

A combined  pre-tax profit  of $945 thousand was reported for the
credit life  and disability product lines in the first quarter of
1997, versus  approximately $2  million in the corresponding 1996
period.   The decline  was primarily attributed to less favorable
mortality and morbidity experience during the 1997 period.

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).

The Company discontinued new sales of traditional indemnity major
medical products  in January  1996 and  subsequently  recorded  a
charge, during  the second  quarter of 1996, to recognize revised
assumptions on  the  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, third and fourth quarters of 1996
and about 90% of such premiums for the first quarter of 1997.

The employer  / association  group health  line reported  a  $672
thousand pre-tax  profit for  the first quarter of 1997, versus a
$1.5 million  loss for  the corresponding 1996 period.  The first
quarter 1997  profit  reflects  the  contribution  of  continuing
products included  in this  line.   The first  quarter 1996  loss
reflected  experience   on   the   now-discontinued   traditional
indemnity products.

Premium revenues on employer / association group health insurance
products amounted  to $90  million in  the first  quarter of 1997
versus $84 million in the corresponding 1996 period. Although, as
anticipated, a  high level  of terminations from the discontinued
products negatively impacted revenues, overall revenues increased

<PAGE>20

as a  result of a greater contribution from non-major medical and
managed care products.

The other  group health  and disability coverages reported a pre-
tax profit of $360 thousand for the first quarter of 1997, versus
$80 thousand  for the  corresponding 1996  period.  The favorable
variance  is   primarily  attributed  to  improved  results  from
specialty group  health and  disability products marketed through
retailers  and   financial  institutions   and   group   mortgage
disability products.

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 $1.4 million for the first quarter of 1997, versus $2.0
million  in   the  corresponding  1996  period,  reflecting  less
favorable mortality  experience during  the 1997 period.  Premium
revenues for  this line  were $31 million in the first quarter of
1997 versus $28 million a year ago.

The other group life insurance lines reported a pre-tax profit of
$342 thousand  for the first quarter of 1997, approximately equal
to results of the corresponding 1996 period.

Total revenues  of the  life insurance  subsidiaries in the first
quarter of  1997 amounted  to $442  million, an  increase of  $14
million or  3%  over  the  same  period  of  1996,  primarily  on
increases of  $11 million  (or 4%)  and $2  million  (or  1%)  in
premiums  and   considerations   and   net   investment   income,
respectively.

The increase  in premiums  and considerations came primarily from
the individual  life insurance  and annuity  product line and the
employer / association group insurance lines.

Premiums and  other considerations from individual life insurance
and annuity  products amounted  to  $132  million  in  the  first
quarter of  1997, compared  to $125  million in  the 1996 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   employer  /  association  group  life  and  health
products, reflecting increased volume of "continuing" business.
<PAGE>21

The $2  million increase  in net  investment income  of the  life
insurance subsidiaries  reflected a larger investment base in the
1997 period.  The pre-tax annualized yield was 7.83% in the first
quarter of 1997 versus 7.82% for the corresponding 1996 period.

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 $11  million versus  the first quarter of 1996, to $384
million.

Benefits to  policyholders and  beneficiaries  amounted  to  $197
million in  the first  quarter of  1997.  The $7 million increase
versus the  first quarter  of 1996  is  attributed  primarily  to
greater volume  of  individual  life  insurance  and  employer  /
association  group  insurance  business,  as  well  as  the  less
favorable  1997   period  mortality   experience  on  employer  /
association group life insurance as discussed above.

Interest credited  to policyholder  account balances  amounted to
$48 million  in the  first quarter of 1997, versus $50 million in
the  corresponding  1996  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 and the first quarter of 1997.

Interest  rates   credited  on  the  Company's  deferred  annuity
contracts, exclusive  of first  year bonuses on certain products,
typically ranged  from 4-1/4%  to 5%  during the first quarter of
1997 and  from 4-1/4%  to 5-1/2%  during the  corresponding  1996
period.   Interest rates credited on the Company's universal life
insurance contracts typically ranged from 5-1/4% to 6-1/2% during
the first  quarter of  1997, with  a  similar  range  during  the
comparable 1996  period.  Rate reductions, generally amounting to
25 basis  points, are being implemented on certain universal life
insurance contracts  effective as  of April  1, 1997.   Following
these actions,  credited rates  on the  Company's universal  life
insurance policies will typically range from 5-1/4% to 6-1/4%.

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.

In the  event of  future general  increases  in  market  interest
rates, the  market value  of certain of the Company's investments
including its  fixed maturity  portfolio  would  be  expected  to
decrease, and the contribution to the Company's earnings from the
difference between  interest earned  on investments  and interest
credited on  deferred annuity  and universal  life-type  products

<PAGE>22

could be  adversely affected,  depending on the timing and extent
of adjustments in credited rates of interest on in-force business
and in the investment portfolio in response to such changes.

An increase in future policy benefits of $11 million was recorded
for the  first quarter  of  1997,  versus  $14  million  for  the
corresponding 1996  period.   The decrease  reflected  a  reduced
level of  sales of traditional individual life insurance products
during the 1997 period.

Amortization of deferred policy acquisition costs was $43 million
for the  first quarter  of  1997,  versus  $39  million  for  the
corresponding  1996   period.    The  increase  reflects  factors
including  the   greater  volume  of  individual  life  insurance
business during the 1997 period.

Aggregate commissions,  general expenses, and insurance taxes and
licenses increased  from $78 million in the first quarter of 1996
to $84  million in  the 1997  period.   The $6  million  increase
reflects the  increased premium  volume on employer / association
group life  and health  insurance products and the greater volume
of individual life insurance in force during the 1997 period.

At  March   31,  1997,   consolidated  invested  assets  included
approximately  $237   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 2 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 February 1997, the Financial Accounting Standards Board issued
Statement of  Financial Accounting  Standards No.  128,  entitled
"Earnings Per  Share."   This Statement,  which must  be  adopted
commencing with  year end  1997 financial statements, establishes
new standards for earnings per share calculations.  See Note 8 of
Notes to Financial Statements for further information.

Certain of  the statements contained in this Quarterly Report may
be considered  forward-looking statements  within the  meaning of
Section 27A  of the Securities Act of 1933 and Section 21E of the
Securities Exchange  Act of  1934, including, without limitation,
statements concerning  the Company's  belief with  respect to the
possible effect  of certain  legal proceedings  on its  financial
position or  results of  operations and  other statements  as  to
management's expectations  and beliefs presented in "Management's
Discussion and  Analysis of  Financial Condition  and Results  of
Operations"  and   in  "Legal   Proceedings."     Forward-looking

<PAGE>23

statements are  made based upon management's current expectations
and beliefs  concerning future  developments and  their potential
effects upon  the Company.  There can be no assurance that future
developments affecting  the Company  will be those anticipated by
management. Reference  should be  made to  the  caption  entitled
"Information Concerning  Forward-Looking Statements" contained in
the "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" in the Company's Annual Report on Form
10-K  for  the  fiscal  year  ended  December  31,  1996,  for  a
description of  the factors  that could  cause actual  results to
differ materially from those discussed herein.


<PAGE>24

                   Part II - Other Information




Item 1.  Legal Proceedings
         _________________

As previously  reported in  the Company's Report on Form 10-K for
the year  ended December  31, 1996, 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
November 1996,  the Court  of Appeals issued a decision reversing
the trial  court's dismissal  of Wilcox's  claim.   The Company's
petition to  the California Supreme Court for review of the Court
of Appeals'  decision has  been rejected  and the  case is  being
returned to the trial court for a jury trial.  No contingent loss
has been  accrued for this litigation because the amount of loss,
if any, cannot be reasonably estimated.

As previously  reported in  the Company's Report on Form 10-K for
the year  ended December  31, 1996, in February, 1997 the Company
was served  with a purported class action lawsuit which was filed
against the  Company and  All American  Life Insurance Company, a
subsidiary of the Company, in the Circuit Court of Butler County,
Kentucky.   This lawsuit,  which asserts  claims related to sales
practices relating  to the  marketing of  certain life  insurance
policies, was  removed to  Federal Court for the Western District
of Kentucky on March 7, 1997, and defendants have filed an answer
denying all  allegations.   This lawsuit  is in  its  very  early
stages, it  is premature  to evaluate  its materiality  and it is
being vigorously defended.

As previously  reported in  the Company's Report on Form 10-K for
the year  ended December  31, 1996,  in March,  1997, a purported


<PAGE>25

class action  was commenced  in the Supreme Court of the State of
New York,  in which  USLIFE Corporation  and its  directors  were
named defendants.  The complaint  generally alleges  a  purported
breach of fiduciary duty and other unspecified claims arising out
of the  signing of  a definitive  merger agreement by the Company
and  American   General  Corporation.   The  complaint  seeks  an
injunction to  prevent the  Company from consummating the merger,
rescission if  the merger  is completed, compensatory damages and
attorneys' and other fees. The defendants are not yet required to
answer the complaint but contend that this lawsuit has no merit.


Item 2.  Changes in Securities
         _____________________

During the  quarter ended  March 31, 1997, the Company issued 117
shares (in  the aggregate) of its common stock, in reliance on an
exemption from  registration under Section 4(2) of the Securities
Act of  1933, as amended, to the Company's non-employee Directors
in connection with their retainer and meeting compensation.



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


(a)  Exhibits

     27 - Financial Data Schedule (electronic filing only)


(b)  Reports on Form 8-K

     During the  quarter ended  March 31, 1997, the Company filed
     one Report on Form 8-K dated February 21, 1997, incorporated
     herein by  reference to  SEC File  No.  1-5683.  The  Report
     referenced the Merger Agreement entered into on February 12,
     1997 between  the Company  and American  General Corporation
     and the  Amendment,  effective  February  13,  1997  to  the
     Amended and  Restated Rights  Agreement between  the Company
     and The Chase Manhattan Bank, as Rights Agent, which relates
     to the transactions contemplated by the Merger Agreement.




<PAGE>26





                           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)


    May 8, 1997            By /s/ James M. Schlomann
____________________          ___________________________________

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