SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-K405

     [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1998

                                        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 5486

                      PRESIDENTIAL LIFE CORPORATION                         
           (Exact name of registrant as specified in its charter)

         Delaware                                    13-2652144
State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

69 Lydecker Street, Nyack, New York                            10960
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code      (914) 358-2300

Securities registered pursuant to Section 12(b) of the Act:
                         Not Applicable

Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, par value $.01 per share
                                   Title of Class

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

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K405 or any amendment to this Form 10-K405.  [ X ]

The aggregate market value of voting stock held by nonaffiliates of the
Registrant as of March 25, 1999 was approximately $568,346,444 based upon the
average bid and asked prices of such stock on that date.

The number of shares outstanding of the Registrant's common stock as of
March 25, 1999 was 31,249,289.

                       DOCUMENTS INCORPORATED BY REFERENCE

Selected designated portions of the definitive proxy statement to be used in
connection with the registrant's 1999 Annual Meeting of Shareholders are
incorporated by reference into Part III of this Form 10-K405.  Other documents
incorporated by reference into this Form 10-K405 are listed in the Exhibit
Index.

<PAGE>
                                PART I

Item 1.  Business

General

     Presidential Life Corporation (the "Company") is an insurance
holding company that, through its wholly-owned subsidiary Presidential
Life Insurance Company (the "Insurance Company"), operates principally
in a single business segment with two primary lines of
business--individual annuities and individual life insurance.  Unless
the context otherwise requires, the "Company" shall be deemed to
include Presidential Life Corporation and its subsidiaries.  The
Company was founded in 1969 and, through the Insurance Company, is
licensed to market its products in 48 states and the District of
Columbia.  Approximately 58.1% of the Company's fiscal 1998 annuity and
life insurance products were sold to individuals residing in the State
of New York.

Products

     The Company currently emphasizes the sale of a variety of single
premium and flexible premium annuity products (including those written
in connection with funding agreements for certain state lotteries,
group annuities and other structured settlements) as well as annual and
single premium life insurance products.  Each of these products is
designed to meet the needs of increasingly sophisticated consumers for
supplemental retirement income, estate planning and protection from
unexpected death.

     Annuity Business

     Industry-wide sales of annuity products have experienced strong
growth in recent years.  Annuities currently enjoy an advantage over
certain other savings mechanisms because the annuitant receives a tax
deferred accrual of interest on his or her investment.

     Single Premium Annuity products require a one-time lump sum
premium payment. During the accumulation period, the accrual of
interest is on a tax deferred basis to the annuitant.

     Single Premium Deferred Annuities ("SPDAs") provide for a single
premium payment at the time of issue, an accumulation period and an
annuity payout period at some future date.  During the accumulation
period, the Company credits the account value of the annuitant with
interest earnings at a current interest rate that is guaranteed for
periods ranging from one to five years, at the annuitant's option, and
that, thereafter, is subject to change based on market and other
conditions.  Each contract also has a minimum guaranteed rate.  This
accrual of interest during the accumulation period is on a tax deferred
basis to the annuitant.  After the number of years specified in the
annuity contract, the annuitant may elect to take the proceeds of the
annuity as a single payment, a specified income for life or a specified
income for a fixed number of years.  The annuitant is permitted at any
time during the accumulation period to withdraw all or part of the
single premium paid plus the amount credited to his or her account. 
Any such withdrawal, however, typically is subject to a surrender
charge during the early years of the annuity contract.

<PAGE>

     Single Premium Immediate Annuity Products ("SPIAs") guarantee a
stream of payments which begin immediately and continue for the life
of the annuitant.  The payment may be guaranteed for a period of time
(typically five to 20 years) (the "Guarantee Period").  If the
annuitant dies during the Guarantee Period, payments will continue to
be made to the annuitant's beneficiary for the balance of the Guarantee
Period.  SPIAs differ from deferred annuities in that generally they
provide for payments to begin immediately and are not subject to
surrender or loan.  The implicit interest rate on SPIAs is based on
market conditions which existed at the time that the annuity was issued
and is guaranteed for the term of the annuity.

     Single Premium Immediate Income Products ("SPIIs") are similar to
SPIAs in that they guarantee a stream of payments.  Unlike SPIAs, SPII
payments always are guaranteed for a specified period of time, not for
the life of the annuitant.  Payments are made to the payee or
beneficiary even if the annuitant dies during the payout period.

     Single Premium Immediate Structured Settlement Annuities provide
an alternative to a lump-sum payment or settlement in the case of a
lottery or a personal injury case, as the case may be, and generally
are purchased by state lottery agencies for the benefit of a lottery
winner or by property and casualty insurance companies for the benefit
of an injured claimant, as the case may be, with benefits scheduled
over a fixed period or, over a fixed period and for the life of the
annuitant thereafter.  Structured settlements offer tax advantaged
long-range financial security to the annuitant and facilitate the
operations of state lottery agencies and the ability of casualty
insurance carriers to effect claim settlements.  Structured settlement
annuities are long-term in nature, guarantee a fixed benefit stream and
cannot be surrendered or borrowed against.

     Flexible Premium Annuity products provide similar benefits to
those provided by the Company's single premium deferred annuity
products, but instead permit periodic premium payments in such amounts
as the holder deems appropriate.  As a result, the benefits
attributable to such products will fluctuate according to the level of
such payments.

     Group Terminal Funding Annuity products provide benefits similar
to single premium immediate annuities.  Benefits are provided to
employees when a company's pension plan is terminated or when the
employer wants to transfer liability for making payments.  Group
terminal funding annuities cannot be surrendered or borrowed against.

     All of the Company's deferred annuity products provide minimum
interest rate guarantees. The minimum guaranteed rates on the Company's
deferred annuity products currently range from 4% to 5 1/2% annually
and the contracts (except for SPIAs) are designed to permit the Company
to change the crediting rates annually subject to the minimum
guaranteed rate.  The Company takes into account the profitability of
its annuity business and its relative competitive position in
determining the frequency and extent of changes to the interest
crediting rates.

     The Company's deferred annuity products are designed to encourage
persistency (see "Pricing" below for a definition of the term
"persistency") by incorporating surrender charges that exceed the cost
of issuing the annuity.  An annuitant may not terminate or withdraw
substantial funds for periods generally ranging from one to seven years
without incurring significant penalties in the form of surrender
charges.  Notwithstanding the foregoing, approximately 56.0% of the
Company's deferred annuity contracts in force (measured by reserves)
as of December 31, 1998 are surrenderable without charge.

<PAGE>

<TABLE>

     The following table presents annuity products in force measured
by reserves, as well as certain statistical data for each of the years
in the five fiscal year period ended December 31, 1998, in each case,
as determined in accordance with generally accepted accounting
principles ("GAAP").

                                    ANNUITIES IN FORCE

                                   Year Ended December 31,
                         1998        1997        1996        1995        1994
                                     (Dollars in thousands)

<S>                   <C>         <C>         <C>         <C>         <C>

Single premium immediate
structured settlement
annuities             $  166,360  $  167,269  $  164,214  $  163,384  $  159,508

Single premium
immediate
annuities                314,108     281,665     263,974     262,449     277,463

Total immediate
annuities                480,468     448,934     428,188     425,833     436,971

Single premium
deferred
annuities                865,884     835,900     810,636     808,292     787,290

Flexible premium
annuities                159,460     168,023     182,505     196,406     195,144

Group terminal
funding
annuities                103,215     103,965     103,941     104,046     103,232

Total annuities       $1,609,027  $1,556,822  $1,525,270  $1,534,577  $1,522,637

                            For the fiscal year ended December 31,

                         1998        1997        1996        1995        1994

Ratio of annualized
voluntary terminations
(surrenders and lapses)
to mean insurance
in force                   15.9%       15.2%       15.3%       16.5%       19.7%

At end of year:
Number of annuity
contracts in
force                     43,695      45,554      45,717      50,694      53,378

Average size of
annuity contract
in force              $   36,824  $   34,175   $  33,363  $   30,271  $   28,526

</TABLE>

<PAGE>

<TABLE>

     Annuity Considerations and Premiums - The following table sets
forth certain information with respect to the Insurance Company's
annuity considerations and premium revenues for each of the five fiscal
years ended December 31, 1998, as determined in accordance with
statutory accounting principles.  Premiums shown on the Company's
consolidated financial statements in accordance with GAAP consist of
premiums received for whole or term life insurance products, as well
as that portion of the Company's single premium immediate annuities
which have life contingencies.  With respect to that portion of single
premium annuity contracts without life contingencies, as well as
deferred annuities and universal life insurance products, premiums
collected by the Company are not reported as premium revenues, but
rather are reported as additions to policyholder account balances on
the Company's consolidated balance sheet.

        Distribution of Products - By Gross Premiums and Other
Considerations

                         For the fiscal year ended December 31,

                      1998        1997       1996        1995        1994
                                   (dollars in thousands)

<S>                 <C>         <C>         <C>        <C>          <C>

Annuity
Considerations      $142,435    $132,601    $102,343   $ 97,313     $ 44,574

Whole Life and
Term Life              8,041       8,364       8,254      8,200        8,363

Universal Life         4,240       3,811       3,152      3,581        4,320

Total Premiums and
Considerations      $154,716    $144,776    $113,749   $109,094     $ 57,257

Number of life
insurance policies
in force              18,491      18,708      19,069     19,650       20,359

Average size of
life insurance
policy in force     $ 41,794    $ 44,006    $ 45,352   $ 47,518     $ 49,347

</TABLE>

<PAGE>

     Life Insurance Business

     Universal Life policies are interest-sensitive products which
typically provide the insured with "nonparticipating" (i.e.
non-dividend paying) life insurance with a cash value.  Current
interest is credited to the policy's cash value based upon interest
rates that periodically are revised by the Company to reflect current
economic conditions (primarily interest rates).  In no event, however,
will the interest rate credited on the policy's cash value be less than
the guaranteed rate specified in the policy.  The Company offers both
flexible premium and single premium universal life insurance products. 
The Company's flexible premium and single premium universal life
insurance products differ based on policy provisions affecting the
amount and timing of premium payments.

     Whole Life policies are products which provide the insured with
life insurance with a guaranteed cash value.  Typically, a fixed
premium, which costs more than comparable term coverage when the
policyholder is younger, but less than comparable term coverage as the
policyholder grows older, is paid over a period of years.  Whole life
insurance products combine insurance protection with a savings plan
that gradually increases in amount over time.  With respect to the
Company's whole life insurance products, the policyholder may borrow
against the policy's accumulated cash value.  However, the death
benefit is decreased by the amount of the outstanding loan.  In
addition, the policyholder may choose to surrender the policy and
receive the accumulated cash value rather than continuing the insurance
protection.

     Term Life policies are products which provide insurance protection
if the insured dies during the time period specified in the policy. 
No cash value is built up.  These products provide the maximum benefit
for the lowest initial premium outlay.  The Company's term life
insurance products include annually renewable, convertible and
decreasing term insurance.

     Graded Benefit Life policies are products designed for the upper
age (i.e. ages 40 to 80), sub-standard applicant.  Depending upon age,
these products provide for a limited death benefit of either the return
of premium plus 5% interest for three years, or the return of premium
plus 5% interest for two years.  Thereafter, the death benefit is
limited to the face amount of the policy.  This product typically is
offered with a maximum face value of $25,000.

     Increasing Premium Whole Life policies are products which have
characteristics of both whole life and term life products.  Initial
premiums are comparatively low and generally increase each year until
the twentieth policy year when the premium becomes fixed.  No cash
values are built up in the early years of the policy, but cash values
do begin to accumulate in the later (typically around the fifteenth
policy year) years of the policy.

<PAGE>

<TABLE>

     Insurance Policies in Force - The following table provides a
reconciliation of beginning and ending universal, whole and term life
insurance policies, in force, as well as certain statistical data for
each of the years in the five fiscal year period ended December 31,
1998.

                         LIFE INSURANCE IN FORCE

                            1998      1997       1996        1995        1994
                                     (dollars in thousands)

<S>                       <C>       <C>        <C>       <C>         <C>

In force beginning of year
Universal                 $383,233  $384,008   $393,002  $  392,774  $  398,720
Whole<F1>                  263,554   304,740    351,479     425,950     525,517
Term                       176,470   176,061    189,254     185,934     201,194

Total                      823,257   864,809    933,735   1,004,658   1,125,431

Sales and additions:
Universal                   23,735    25,747     16,526      20,490      23,447
Whole<F1>                   35,365    42,596     44,785      54,089      62,414
Term                        27,954    28,985     19,295      29,404      17,753

Total                       87,054    97,328     80,606     103,983     103,614

Terminations:
Death                        6,134     6,549      7,047      10,329       5,639
Surrenders and
  conversions               19,305    19,387     16,768      13,009      16,554
Lapses                     107,484   108,846    121,761     147,134     195,309
Other                        4,582     4,099      3,956       4,334       6,885

Total                      137,505   138,881    149,532     174,906     224,387

In force end of year:
Universal                  377,470   383,233    384,008     393,002     392,774
Whole<F1>                  218,461   263,554    304,740     351,479     425,950
Term                       176,875   176,470    176,061     189,254     185,934

Total                     $772,806  $823,257   $864,809  $  933,735  $1,004,658

Total reinsurance
ceded                     $438,827  $476,248   $517,484  $  573,324  $  626,152

Total insurance in
force at end of year
net of reinsurance        $333,979  $347,009   $347,325  $  360,411  $  378,506

<FN>
<F1> Includes graded benefit life insurance products.
</FN>

</TABLE>

<PAGE>

Marketing and Distribution

     The Company, through the Insurance Company, is licensed to market
its products in 48 states and in the District of Columbia.  The Company
sells its individual annuity and life insurance products through
approximately 620 independent general agents (approximately 220 of
which are located in the State of New York), who are independent
contractors.  These independent general agents market the Company's
products through approximately 6,950 licensed insurance agents or
brokers, most of whom also write products similar to those sold by the
Company for other companies.  Management believes that the Company
offers competitive commission rates and seeks to provide innovative
products and quality service to its independent general agents. 
Compensation of agents is strictly regulated by the New York State
Department of Insurance (the "NYSDI").

     The independent general agency system has been the Insurance
Company's primary distribution system since the Insurance Company was
founded.  Management believes that the Company's consistent focus on
the independent general agent distribution system provides a cost
advantage, since the Company incurs no fixed costs associated with
recruiting, training and maintaining employee agents.  Accordingly, a
substantial portion of the costs associated with generating new
business for the Company are not fixed costs but vary directly with the
level of business produced.

     Since the Company utilizes independent general agents to market
its products, it is not dependent on any one agency for any substantial
amount of its business.  On the other hand, the independent agents are
not captive to the Company, and most write products similar to those
sold by the Company for other companies.  This can result in
significant sales declines if for any reason the Company is relatively
less competitive or if there is cause for general concern.

     Among other things, crediting rates, commissions, the perceived
quality of the issuer, product features and services generally are
significant factors that management believes influence an agent's
willingness and ability to sell particular annuity products.  The
Company generally issues annuity contracts, together with the agent's
commission check, within two business days of receiving the application
and premium.  The Company also seeks to provide ongoing service to the
agent.  Towards that end, the Company provides agents with access to
the Company's senior executives.  In addition, agents and contract
owners can access information about their contracts via a toll-free
telephone number. 

     The Company's top ten general agents accounted for approximately
31.3% of the Company's combined individual life insurance policies and
annuity contracts sold, (measured by the combined premiums and
considerations), during fiscal 1998.  Of the Company's combined annuity
contracts and individual life insurance policies sold, no single agent
accounted for more than 2.2% and no single general agency accounted for
more than 8.8% during 1998.  The loss of any single sales source would
not have a material adverse effect on the Company, but the loss of
several could cause a decline in sales until they are replaced by the
appointment of other general agents.  The Company's agency department
actively recruits new general agents on a continuous basis.

Pricing

     Management believes that the Company is able to offer its products
at competitive prices to its targeted markets as a result of: (i)
maintaining relatively low issuance costs by selling through the
independent general agency system; (ii) minimizing home office
administrative costs; and (iii) utilizing appropriate underwriting
guidelines.

<PAGE>

     The long-term profitability of sales of life and most annuity
products depends on the degree of margin of the actuarial assumptions
that underlie the pricing of such products.  Actuarial calculations for
such products, and the ultimate profitability of sales of such
products, are based on four major factors: (i) persistency; (ii) rate
of return on cash invested during the life of the policy or contract;
(iii) expenses of acquiring and administering the policy or contract;
and (iv) mortality.

     Persistency is the rate at which insurance policies remain in
force, expressed as a percentage of the number of policies remaining
in force over the previous year.  Policyholders sometimes do not pay
premiums, thus, causing their policies to lapse.

     The assumed rate of return on invested cash and desired spreads
during the period that insurance policies or annuity contracts are in
force also affects pricing of products and currently includes an
assumption by the Company of a specified rate of return and/or spread
on its investments for each year that such insurance or annuity product
is in force.

     Another major factor affecting profitability is the level of
expenses. Management believes that one of the Company's strengths is
its concentration on minimizing expenses through periodic review and
adjustment of general and administrative costs.

     Mortality is the rate of death experienced by life insurance
policyholders and certain annuitants taken as a group.  For calculating
premiums, the Company uses actuarial assumptions with margins added to
allow for adverse statistical variations.  Actual mortality experience
in a particular period may be different than actuarially expected
mortality experience and, consequently, may adversely affect the
Company's operating results for such period.

Underwriting Procedures

     Premiums charged on insurance products are based, in part, on
assumptions about the expected mortality experience.  In that regard,
the Company has adopted and follows detailed, uniform underwriting
procedures designed to assess and quantify insurance risks before
issuing life insurance policies to individuals.  To implement these
procedures, the Company employs an experienced professional
underwriting staff.  The underwriting practice of the Company is to
require attending physicians' statements and medical examinations for
each applicant over age 55 or for policies in excess of certain
prescribed policy amounts, ranging from $25,000 and up.  These
requirements are graduated according to the applicant's age and the
face amount of the policy.  The Company also carefully reviews medical
records and each applicant's written application for insurance, which
generally is prepared under the supervision of one of the Company's
independent general agents.  The factors considered in evaluating an
application for individual life insurance coverage include the
applicant's age, occupation, avocations, driving record, finances,
aviation activities, smoking habits, alcohol usage and general health
and medical history.  These factors are discovered through the
application, attending physicians' statements, consumer investigation
reports from investigative agencies, direct contact, motor vehicle
reports and the Medical Information Bureau, an insurance industry
information service.  In accordance with industry practice, material
misrepresentations on a policy application can result in the
cancellation by the Company of the policy under the two year
incontestability clause in the general provisions of the policy.

<PAGE>

     To the extent that an applicant does not meet the Company's
underwriting standards for issuance of a policy at the standard risk
classifications, the Company may offer to issue a classified,
sub-standard or impaired risk policy for a risk adjusted premium amount
rather than declining the application.  The amount of the Company's
impaired risk insurance in force in proportion to the total amount of
the Company's individual life insurance in force was approximately 4.8%
at December 31, 1998.

     Acquired Immune Deficiency Syndrome ("AIDS"), which has received
wide publicity because of its serious public health implications,
presents special concerns to the life insurance industry.  Mortality
risks are accepted by insurers based on methods of classification
designed to appropriately relate premiums charged to such risks and,
in this connection, steps have been taken toward strengthening the
Company's underwriting and selection process.  The Company considers
AIDS information in underwriting and pricing decisions in accordance
with applicable laws.  A prospective policyholder must submit to a
blood or urine test, which includes AIDS antibody screening, if the
amount of coverage applied for equals or exceeds $100,000.  The
Company's own mortality experience reflects no significant adverse
impact as a result of any acceleration of AIDS-related claims.  The
Company is continuing to monitor developments in this area but is
necessarily unable to predict the long term impact of this problem on
the life insurance industry, in general, or on the Company, in
particular.

Life Insurance and Annuity Reserves

     In accordance with applicable insurance regulations, the Company
has established and carries as liabilities in its statutory financial
statements actuarially determined reserves that are calculated to
satisfy its policy and contract obligations.  Reserves, together with
premiums to be received on outstanding policies and contracts and
interest thereon at certain assumed rates, are calculated to be
sufficient to satisfy policy and contract obligations.  The actuarial
factors used in determining such reserves are based on statutorily
prescribed mortality and morbidity tables and interest rates.  Reserves
maintained also include unearned premiums, premium deposits, reserves
for claims that have been reported but are not yet paid, reserves for
claims that have been incurred but have not yet been reported and
claims in the process of settlement.  Generally, the Company maintains
reserves on assumed reinsurance, but does not continue accumulating
reserves with respect to that portion of policies or contracts that are
reinsured with, or ceded to, other insurance companies.  Reserves for
assumed reinsurance are computed on bases essentially comparable to
direct insurance reserves.

     The reserves reflected in the Company's consolidated financial
statements included herein are calculated based on GAAP and differ from
those specified by the laws of the various states in which the Company
does business and those reflected in the Company's statutory financial
statements.  These differences arise from the use of different
mortality and morbidity tables and interest rate assumptions, the
introduction of lapse assumptions into the reserve calculation and the
use of the net level premium reserve method on all insurance business. 
See "Notes 1G, 1H and 8 to the Notes to the Consolidated Financial
Statements."

     The reserves reflected in the Company's consolidated financial
statements are based upon the Company's best estimates of mortality,
persistency, expenses and investment income, with appropriate
provisions for adverse statistical deviation and the use of the net
level premium method for all non-interest-sensitive products.  For all
interest-sensitive products the policy account value is equal to the
accumulation of gross premiums plus interest credited less mortality
and expense charges and withdrawals.  In determining reserves for its
insurance and annuity products, the Company performs periodic studies

<PAGE>

to compare current experience for mortality, interest and lapse rates
with expected experience in the reserve assumptions.  Differences are
reflected currently in earnings for each period.  The Company historically
has not experienced significant adverse deviations from its assumptions.

Claims Paying and Other Ratings

     During 1998, the Insurance Company's rating was reaffirmed at "A-
(Excellent)" by A.M. Best Company ("A.M. Best").  Publications of A.M.
Best indicate that the "A-" rating is assigned to those companies that,
in A.M. Best's opinion, have achieved excellent overall performance
when compared to the norms of the insurance industry and that generally
have demonstrated a strong ability to meet their respective
policyholder and other contractual obligations over a long period of
time.

     In evaluating a company's statutory financial and operating
performance, A.M. Best reviews the company's profitability, leverage
and liquidity, as well as the company's book of business, the adequacy
and soundness of its reinsurance, the quality and estimated market
value of its assets, the adequacy of its reserves and the experience
and competency of its management.

     A.M. Best's rating is based on factors which primarily are
relevant to policyholders, agents and intermediaries and is not
directed towards the protection of investors, nor is it intended to
allow investors to rely on such a rating in evaluating the financial
condition of the Insurance Company.  Moody's Investor Services
("Moody's") rates the Insurance Company's insurance financial strength
as Baa2.  Standard & Poor's Corporation ("Standard & Poor's") rates the
Insurance Company's insurance financial strength as Api.  The Company's
Senior Notes, due December 15, 2000 (the "Senior Notes"), are rated BBB
by Standard & Poor's and Ba1 by Moody's.

Policy Claims

     Claims are received and reviewed by claims examiners at the
Company's home office.  The initial review of claims includes
verification that coverage is in force and that the claim is not
subject to an exclusion under the policy.  Birth and death certificates
are basic requirements.  Medical records and investigative reports are
ordered for contestable claims.

Reinsurance

     The Company follows the usual industry practice of reinsuring
("ceding") portions of its life insurance risks with other companies,
a practice which permits the Company to write policies in amounts
larger than the risk it is willing to retain on any one life, and also
to continue writing a larger volume of new business.  The Company also
reinsures a portion of its life insurance business in order to obtain
commissions on the insurance ceded and thereby reduce its net
commission expense.  The maximum amount of individual life insurance
normally retained by the Company on any one life is $50,000 per policy
and $100,000 per life.  The maximum retention with respect to impaired
risk policies typically is the same.  The Company cedes insurance
primarily on an "automatic" basis, under which risks are ceded to a
reinsurer on specific blocks of business where the underlying risks
meet certain predetermined criteria, and on a "facultative" basis,
under which the reinsurer's prior approval is required on each risk
reinsured.  Reinsurance assumed consists entirely of the Company's
participation in Servicemen's Group Life Insurance.

<PAGE>

     Use of reinsurance does not discharge an insurer from liability
on the insurance ceded.  An insurer is required to pay the full amount
of its insurance obligations regardless of whether it is entitled or
able to receive payments from its reinsurer.  No reinsurer of business
ceded by the Company has failed to pay any policy claims with respect
to such ceded business.  At December 31, 1998, of the approximately
$775 million of the Company's life insurance in force, the Company had
ceded to reinsurers approximately $438.8 million of such insurance in
force.  The principal reinsuring companies of individual life policies
with whom the Company does business at December 31, 1998 (and their
corresponding A.M. Best ratings) were Life Reassurance Corporation of
America ("A+ (Superior)") and Swiss Re Life & Health America ("A+
(Superior)").

Competition

     The Company operates in a highly competitive environment.  There
are numerous insurance companies, banks, securities brokerage firms and
other financial intermediaries marketing insurance products, annuities,
and other investments that compete with the Company, many of which have
substantially greater resources than the Company.

     The Company believes that the principal competitive factors in the
sale of annuity and life insurance products are product features,
commission structure, perceived stability of the insurer, claims paying
ratings, name recognition, crediting rates, and service.  Many other
insurance and other companies are capable of competing for sales in the
Company's target markets.

     Management believes that the Company's ability to compete is
dependent upon, among other things, its ability to retain and attract
independent general agents to market its products, its ability to
develop competitive products that also are profitable and its ability
to provide quality service.  Management believes that the Company has
good relationships with its agents, has an adequate variety of products
approved for issuance and generally is competitive within the industry.

Investments and Investment Policy

     The Company derives a substantial portion of its total revenues
from investment income.  The Company manages most of its investments
internally.  All investments made on behalf of the Company are governed
by the general requirements and guidelines established and approved by
the Company's investment committee (the "Investment Committee") and by
qualitative and quantitative limits prescribed by applicable insurance
laws and regulations.  The Investment Committee meets regularly to set
and review investment policy and to approve current investment plans. 
The actions of the Investment Committee are subject to review and
approval by the Board of Directors of the Insurance Company.  The
Company's investment policy must comply with NYSDI regulations and the
regulations of other applicable regulatory bodies.

     The Company's investment philosophy generally focuses on
purchasing investment grade securities with the intention of holding
such securities to maturity.  The Company's investment philosophy is
focused on the intermediate to longer-term horizon and is not oriented
towards trading.  However, as market opportunities, liquidity or
regulatory considerations may dictate, securities may be sold prior to
maturity.  As of December 31, 1998, the Company has categorized all
fixed maturity securities as available for sale.  The Company carries
such investments at market value.

<PAGE>

     The Company manages its investment portfolio to meet the
diversification, yield and liquidity requirements of its insurance
policy and annuity contract obligations.  The Company's liquidity
requirements are monitored regularly so that cash flow needs are
sufficiently satisfied.  Adjustments periodically are made to the
Company's investment policies to reflect changes in the Company's
short-and long-term cash needs, as well as changing business and
economic conditions.

     As of December 31, 1998, approximately 20.6% of the Company's
investment portfolio was invested in mortgage-backed related securities
most of which are U.S. government and agency mortgage-backed
securities, and other mortgage-backed obligations, most of which are
collateralized mortgage obligations ("CMOs") backed by residential
mortgages.  Most of the Company's CMOs represent beneficial ownership
interests in mortgage-backed securities of the Federal Home Loan
Mortgage Corporation ("FHLMC"), the Federal National Mortgage
Association ("FNMA"), the Government National Mortgage Association
("GNMA"), the Resolution Trust Corporation ("RTC") or other asset
backed securities.  Mortgage-backed securities are subject to
significant prepayment risk due to the fact that, in periods of
declining interest rates, mortgages may be repaid more rapidly than
scheduled as borrowers refinance higher rate mortgages to take
advantage of the lower current rates.  As a result, holders of
mortgage-backed securities may receive prepayments on their investments
which cannot be reinvested at an interest rate comparable to the rate
on the prepaid mortgages.  Notwithstanding the foregoing, because the
Company historically has purchased CMOs in the secondary market at
prices which typically are below their par or maturity value, the
Company's portfolio has not been materially impacted as a result of
such prepayments.  The Company does not invest in interest only or
principal only CMOs.

     As of December 31, 1998, approximately 5.1% of the Company's
investment portfolio consisted of bonds acquired in private placements. 
While these bonds are not usually registered with the Securities and
Exchange Commission (the "SEC" or "Commission"), management believes
that these bonds are marketable to other institutional investors. 
Approximately 83.7% of the investments acquired by the Company in
private placements have been assigned a National Association Insurance
Commissioners ("NAIC") designation corresponding to one of the two
highest quality rating categories.  NAIC designations corresponding to
the entire Investment Portfolio can be found on page 18.

     As of December 31, 1998, approximately 9.8% of the Company's
investment portfolio, and approximately 46.7% of its stockholders'
equity, consisted of interests in over forty-five limited partnerships
which are engaged in a variety of investment strategies, principally
including merchant banking, real estate and international
opportunities.  In general, risks associated with such limited
partnerships include those related to their underlying investments
(i.e., equity securities, debt securities and real estate), plus a
level of illiquidity, which is mitigated by the ability of the Company
to take annual distributions of partnership earnings.  

     The limited partnerships that are involved in merchant banking
activities generally seek to achieve significant rates of return
(including capital gains) through a wide variety of investment
strategies, including leveraged acquisitions, bridge financing and
other private equity investments in existing businesses.

     The limited partnerships that are involved in real estate
activities generally invest in real estate assets, real estate joint
ventures and real estate operating companies.  These partnerships seek
to achieve significant rates of return by targeting investments which
provide a strategic or competitive advantage and are priced at levels
which the general partner believes to be attractive.

<PAGE>

     The limited partnerships that are involved in debt restructuring
activities take positions in debt and equity securities, loans
originated by banks and other liabilities of financially troubled
companies.  Investments in companies undergoing debt restructurings,
which by their nature have a high degree of financial uncertainty, may
be senior, unsecured or subordinated indebtedness and carry a high
degree of risk of loss upon default by the borrower.  The high level
of indebtedness characteristic of merchant banking and debt
restructuring transactions makes such underlying investments
particularly sensitive to interest rate increases, which could affect
the ability of the borrower to generate sufficient cash flow to meet
its fixed charges.

     The limited partnerships that are involved in international
investments generally purchase sovereign debt, corporate debt and/or
equity in governments or foreign companies that are developing a
greater world wide presence.  Such limited partnerships are operated
by a general partner who has a demonstrated expertise in this area and
country.  Such investments involve risks related to the particular
country including political instability, currency fluctuations, and
repatriation restrictions. 

     The Company has been investing in limited partnerships for over
nine years.  During this time, the Company has had an opportunity to
consider and evaluate a substantial number of limited partnerships and
their managers.  The Company makes limited partnership investments
based on a number of considerations, including the reputation,
investment philosophy (particularly with respect to risk), performance
history and investment strategy of the manager of the limited
partnership.  Managers of the limited partnerships in which the Company
is invested include, among others, Blackstone Investment Management,
Omega Institutional Partners, Goldman Sachs Partners, Trust Company of
the West Asset Management, Clayton Dubilier & Rice Partners, Apollo
Real Estate and DLJ Real Estate Capital.

     Limited partnership investments are selected through a careful,
two-stage review process.  Shirley P. Jordan, Executive Vice President
and Chief Investment Officer of the Insurance Company, and her staff
review the offering documents and performance history of each
investment manager.  Ms. Jordan has more than 20 years of experience
in analyzing investments.  Separately, the Investment Committee (which
is comprised of investment professionals who, collectively have more
than 80 years experience in analyzing investments) interviews the
manager to determine whether the investment philosophy (particularly
with respect to risk) and strategies of the limited partnership are in
the best interests of the Company.  Only after a positive
recommendation is made by both the Chief Investment Officer and the
Investment Committee does the Company invest in a limited partnership. 
In addition, the actions of the Investment Committee are subject to
review and approval by the Board of Directors of the Company or the
Insurance Company, as the case may be.  To evaluate both the carrying
value and the continuing appropriateness of the Company's investment
in any limited partnership, management maintains ongoing discussions
with the investment manager and considers the limited partnership's
operations, its current and near term projected financial condition,
earnings capacity and distributions received by the Company during the
year.

     Pursuant to the terms of certain limited partnership agreements
to which the Company is a party, the Company is committed to
contribute, if called upon, an aggregate of approximately $77.2 million
of additional capital to certain of these limited partnerships. 
However, management does not expect the entire amount to be drawn down
as certain of these limited partnerships are nearing the end of the
period during which investors are required to make contributions.

<PAGE>

     The book value of the Company's investments in limited
partnerships as of December 31, 1998, 1997 and 1996 was approximately
$244.1 million, $208.2 million and $176.1 million, respectively.  Net
investment income derived from the Company's interests in limited
partnership investments aggregated approximately $26.4 million, $39.8
million and $35.3 million in fiscal 1998, 1997 and 1996, respectively. 
The decrease in net investment income from limited partnerships in 1998
is attributable to losses of $18.0 million in certain investments in
limited partnerships. 

     Management anticipates that in the future it will continue to make
selective investments in limited partnerships as opportunities arise,
subject to the approval of the Chief Investment Officer and the
Investment Committee and the review and approval by the Board of
Directors of the Company or the Insurance Company, as the case may be. 
There can be no assurance that the Company will continue to achieve the
same level of returns on its investments in limited partnerships that
it has received during the foregoing periods or that it will achieve
any returns on such investments at all.  In addition, there can be no
assurance that the Company will receive a return of all or any portion
of its current or future capital investments in limited partnerships. 
The failure of the Company to receive the return of a material portion
of its capital investments in limited partnerships, or to achieve
historic levels of returns on such investments, could have a material
adverse effect on the Company's financial condition and results of
operations.

     As of December 31, 1998, the Company's investment portfolio also
consisted of approximately 0.6% invested in convertible debt securities,
approximately 8.0% invested in preferred stock, approximately 0.7%
invested in mortgage loans, and approximately 1.4% invested in common
stock.  The Company's mortgage loans were collateralized by commercial
office and retail properties located in New York and Pennsylvania.  The
Company's only real estate investments are two buildings which are used
as the current home office of the Insurance Company and two acres of
undeveloped land in Nyack, New York.

     In order to enhance investment income, the Company participates
in "dollar roll" repurchase agreement transactions.  Such transactions
involve the sale of a mortgage-backed security to a holding institution
and a simultaneous agreement to purchase a substantially similar
security (with the same coupon rate as the security sold) for forward
settlement (typically, around 60 days) at a lower dollar price.  The
proceeds are invested in short-term investment grade commercial paper
or loan participations at a positive spread until the settlement date
of the similar security.  In connection with its "dollar roll"
transactions, the Company does not engage in yield maintenance
transactions.  The purchase and maturity dates of all short-term
investments are matched exactly to the sale and purchase dates of the
underlying collateral, with a 90-day maximum for any one transaction. 
During this period, the holding institution receives all income and
prepayments for the security.  To reduce the risk that a party will
default on its obligations under the repurchase agreement, the Company
only enters into "dollar roll" transactions with major securities
dealers such as Morgan Stanley & Co. Incorporated, Goldman, Sachs &
Co., Merrill Lynch & Co., Salomon Smith Barney Inc., Bear, Stearns &
Co. Inc., CS First Boston and Sandler, O'Neill L.P.  Additionally, if
the counterparty to the "dollar roll" agreement defaults under the
terms of such agreement, the Company is not obligated to repurchase the
underlying securities to the transaction.  Under GAAP, during the
period between the sale by the Company of a mortgage-backed security
to the institution party to the "dollar roll" transaction and the
Company's repurchase of a substantially similar mortgage-backed
security from the holding institution, the Company's consolidated
balance sheet will reflect both the mortgage-backed security sold to
the holding institution and the cash received for such security as
assets, and the Company's repurchase obligation as a liability.  In
fiscal 1998 and 1997, dollar roll transactions generated approximately
$1.1 million and $1.4 million, respectively, of net investment income
for the Company.  Amounts outstanding to repurchase securities under
dollar roll repurchase agreements and reverse repurchase agreements
were approximately $173.1 million and $205.2 million as of December 31,
1998 and December 31, 1997, respectively.

<PAGE>

<TABLE>

     The following table summarizes the Company's investment portfolio
at December 31, 1998.

                         Investment Portfolio

                                         Total Carrying Value<F1>
                                           (dollars in thousands)

<S>                                             <C>

Fixed Maturities
     Bonds and Notes:
     U.S. Government, government agencies
          and authorities<F2>                   $  421,729
     Investment grade corporate<F3>                865,815
     Public utilities                              151,090
     Below investment grade corporate<F3>          152,934
     Mortgage backed                               160,635
     Preferred stocks                              199,251

          Total Fixed Maturities<F4>             1,951,454

Equity Securities
     Common stock                                   34,240

Other Investments:
     Policy loans                                   17,879
     Mortgage loans                                 17,038
     Other long-term investments<F5>               244,097
     Cash and short-term investments<F6>           229,297

          Total cash and investments            $2,494,005

<FN>
<F1> All securities are classified as available for sale; accordingly
     total carrying value equals estimated market value.  Independent
     pricing services provide market prices for most publicly-traded
     securities.  Where prices are unavailable from pricing services,
     prices are obtained from securities dealers. Estimated market value
     either approximates estimated carrying value or was not
     readily ascertainable.  See Note 1(c) to the Notes to the
     Consolidated Financial Statements for an explanation of the
     methodology used to value "Other Investments."

<F2> Approximately $354.6 million of such securities represent beneficial
     ownership interests in mortgage backed securities of FDIC, FHLMC, FNMA,
     GNMA or the RTC.

<F3> Ratings are based primarily upon those assigned by the NAIC and
     converted to the generally comparable Moody's rating.

<F4> Includes approximately $31.7 million of convertible debt securities and
     convertible preferred stock.

<F5> Consist principally of investments in limited partnerships which are
     carried at cost and adjusted for income and losses, as well as
     contributions and distributions.

<F6> Includes approximately $173.1 million attributable to "dollar roll"
     repurchase agreements and reverse repurchase agreements.

</FN>

</TABLE>

<PAGE>

<TABLE>

     The following table summarizes the Company's investment results
for the periods indicated, as determined in accordance with GAAP.

                                  INVESTMENT RESULTS

                                   Year Ended December 31,
                      1998        1997        1996        1995        1994
                                      (Dollars in thousands)

<S>                <C>         <C>         <C>          <C>         <C>

Cash and total
invested
assets<F1>         $2,485,714  $2,398,240  $2,295,582   $2,065,285  $2,008,727

Net investment
income<F2>         $  187,155  $  191,818  $  186,180   $  170,780  $  157,251

Effective
yield<F3>               8.14%       8.69%       8.83%        9.01%       8.49%

Net realized
investment
gains<F4>          $   17,185  $   26,039  $   20,020   $   17,216  $    7,259

<FN>
<F1> Average of cash and aggregate invested amounts at the beginning
     and end of period.

<F2> Net investment income is net of investment expenses and excludes
     capital gains and losses and provision for income taxes.

<F3> Net investment income divided by average cash and total invested
     assets minus net investment income.

<F4> Net realized investment gains (losses) include provisions for
     impairment in value that are considered other than temporary and
     exclude provisions for income taxes.
</FN>


</TABLE>
<TABLE>


     The following table sets forth the composition of the Company's
bond portfolio by rating as of December 31, 1998.

                        Bond Portfolio Ratings
                                                        Percent
                                                        of Total
                                     Estimated          Estimated
                                     Market             Market
     Rating<F1>                      Value<F2>          Value<F2>
                                (Dollars in thousands)

 <S>                                   <C>              <C>

 Aaa .........................         $  622,105        35.5%
 Aa  .........................             37,015         2.1
 A   .........................            312,361        17.8
 Baa .........................            580,059        33.1
   Total investment grade<F3>.          1,551,540        88.5
 Ba  .........................            166,253         9.5
 B   .........................             22,048         1.3
 C   .........................             12,362         0.7
   Total non-investment grade.            200,663        11.5
   Total......................         $1,752,203       100.0%

<FN>
<F1> Ratings are those assigned primarily by Moody's when available,
     with remaining ratings as assigned by Standard & Poor's and converted
     to a generally comparable Moody's rating.  Bonds not rated by any
     such organization (e.g., private placement securities) are included
     based on the rating prescribed by the Securities Valuation
     Office of the NAIC.  NAIC class 1 is considered equivalent to an A
     or higher rating; class 2, Baa; class 3, Ba; and classes 4-6, B and
     below.  All securities are classified as available for sale;
     accordingly total carrying value equals estimated market value.

<F2> Independent pricing services provide market prices for most
     publicly-traded securities.  Where prices are unavailable from pricing
     services, prices are obtained from securities dealers.

<F3> Approximately 29.3% of which consist of U.S. government and agency bonds.

</FN>

</TABLE>

<PAGE>

According to Moody's, bonds which are rated "A" possess many
favorable investment attributes and are to be considered as upper
medium grade obligations.  Moody's applies numerical modifiers "1", "2"
and "3" in each generic rating classification from Aa to B.  Modifier
"1" indicates a bond in the higher end of a generic rating
classification.

     The NAIC assigns securities quality ratings and uniform prices
called "NAIC Designations," which are used by insurers when preparing
their statutory annual statements.  The NAIC assigns designations to
publicly traded as well as privately placed securities.  The
designations assigned by the NAIC range from class 1 to class 6, with
a designation in class 1 being of the highest quality.  NAIC ratings
are assigned annually as of December 31, and rerated periodically.  Of
the bonds and notes in the Company's investment portfolio,
approximately 90.6% were in one of the highest two NAIC Designations
at December 31, 1998.  The following table sets forth the carrying
value and estimated market value of these securities according to NAIC
Designations at December 31, 1998.

<TABLE>
                                                       Percent
                                                       of Total
NAIC Designations                    Estimated         Estimated
(generally comparable to             Market            Market
Moody's ratings)<F1>                 Value <F2>        Value<F2>
                                 (Dollars in thousands)

<S>                                  <C>                 <C>

1  (Aaa, Aa, A) .............        $  969,762           55.3%
2  (Baa) ....................           619,107           35.3
3  (Ba) .....................           128,924            7.4
4  (B) ......................            18,511            1.1
5  (Caa, Ca) ................            15,899            0.9
6  (C) ......................                 0            0.0
                                     $1,752,203          100.0%
<FN>
<F1> Comparison between NAIC Designations and Moody's rating is as
     published by the NAIC.  NAIC class 1 is considered equivalent to
     an A or higher rating by Moody's; class 2, Baa; class 3, Ba; class 4,
     B; class 5, Caa and Ca; and class 6, C.  All securities are classified
     as available for sale; accordingly total carrying value equals
     estimated market value.

<F2> Independent pricing services provide market prices for most
     publicly-traded securities.  Where prices are unavailable from pricing
     services, prices are obtained from securities dealers.
</FN>

</TABLE>

     The Insurance Company is subject to Regulation 130 adopted and
promulgated by the NYSDI.  Under this Regulation, the Insurance
Company's ownership of below investment grade debt securities is
limited to 20% of total admitted assets, as calculated under statutory
accounting.  As of December 31, 1998, approximately 7.3% of the
Insurance Company's total admitted assets were invested in below
investment grade debt securities.  In addition, as of that date, there
were no bond holdings in the Company's investment portfolio which were
in default.  For a detailed discussion concerning below investment
grade debt securities, including the risks inherent in such
investments, see "Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity and Capital
Resources."  Also see "Note 2 to the Notes to Consolidated Financial
Statements" for certain other information concerning the Company's
investment portfolio.

<PAGE>

<TABLE>

     The following table sets forth the scheduled maturities for the
Company's investments in bonds and notes as of December 31, 1998.

                         Scheduled Maturities
                                                           Percent 
                                                           of Total
                                            Estimated      Estimated
                                            Market         Market
     Maturity<F1>                           Value<F2>      Value<F2>
                                     (Dollars in thousands)

<S>                                       <C>              <C>

Due in one year or less                   $   40,590         2.3%
Due after one year through five years        140,754         8.0
Due after five years through 10 years         67,315         3.8
Due after 10 years through 20 years        1,342,909        76.7
     Total                                 1,591,568        90.8
Mortgage-backed bonds                        160,635         9.2
     Total bonds and notes                $1,752,203       100.0%

<FN>
<F1> This table is based upon stated maturity dates and does not reflect the
     effect of prepayments, which would shorten the average life of these
     securities.  All securities are classified as available for sale;
     accordingly total carrying value equals estimated market value.

<F2> Independent pricing services provide market prices for most
     publicly-traded securities.  Where prices are unavailable from
     pricing services, prices are obtained from securities dealers.
</FN>

</TABLE>

Insurance Regulation

General Regulation

     As an insurance holding company, the Company is subject to
regulation by the State of New York, where the Insurance Company is
domiciled, as well as all states in which the Insurance Company
transacts business.  Most states have enacted legislation that requires
each insurance company in a holding company system to register with the
insurance regulatory authority of its state of domicile and furnish to
it financial and other information concerning the operations of
companies within the holding company system that may materially affect
the operations, management or financial condition of the insurers
within the system.  The Company has registered as a holding company
system in New York.

     The laws and regulations of New York applicable to insurance
holding companies require, among other things, that all transactions
within a holding company system be fair and equitable and that charges
for services be reasonable.  In addition, most transactions require
either prior notification to or approval of the Superintendent of
Insurance of the State of New York (the "Superintendent").  Prior
written approval of the Superintendent is required for the direct or
indirect acquisition of 10% or more of the insurance companies' voting
securities.  Applicable state insurance laws, rather than federal
bankruptcy laws, also apply to the liquidation or reorganization of
insurance companies.

     The Insurance Company is subject to regulation and supervision by
the insurance regulatory agencies of the states in which it is
authorized to transact business.  State insurance laws establish
supervisory agencies with broad administrative and supervisory powers. 
Principal among these powers are granting and revoking licenses 

<PAGE>

to transact business, regulating marketing and other trade practices,
operating guaranty associations, licensing agents, approving policy
forms, regulating certain premium rates, regulating insurance holding
company systems, establishing reserve requirements, prescribing the
form and content of required financial statements and reports,
performing financial, market conduct and other examinations,
determining the reasonableness and adequacy of statutory capital and
surplus, defining acceptable accounting principles, regulating the
type, valuation and amount of investments permitted, and limiting the
amount of dividends that can be paid and the size of transactions that
can be consummated without first obtaining regulatory approval.

     During the last decade, the insurance regulatory framework has
been placed under increased scrutiny by various states, the federal
government and the NAIC.  Various states have considered or enacted
legislation that changes, and in many cases increases, the states'
authority to regulate insurance companies.  Legislation has been
introduced from time to time in Congress that could result in the
federal government assuming some role in the regulation of insurance
companies or allowing combinations between insurance companies, banks
and other entities.  In recent years, the NAIC has approved and
recommended to the states for adoption and implementation several
regulatory initiatives designed to reduce the risk of insurance company
insolvencies and market conduct violations.  These initiatives include
investment reserve requirements, risk-based capital standards,
codification of insurance accounting principles, new investment
standards and restrictions on an insurance company's ability to pay
dividends to its stockholders.  The NAIC is also currently developing
model laws relating to product design and illustrations for annuity
products.  Current proposals are still being debated and the Company
is monitoring developments in this area and the effects any changes
would have on the Company.

     The Insurance Company is required to file detailed periodic
reports and financial statements with the state insurance regulators
in each of the states in which it does business.  In addition,
insurance regulators periodically examine the Insurance Company's
financial condition, adherence to statutory accounting practices and
compliance with insurance department rules and regulations.  As part
of their routine regulatory oversight process, the NYSDI generally
conducts detailed examinations every three years of the books, records
and accounts of the Insurance Company.  The Insurance Company's last
examination occurred during 1997 for the three-year period ended
December 31, 1996.  The final report did not raise any issues or
adjustments.

Regulation of Dividends and Other Payments from the Insurance Company

     The Company is a legal entity separate and distinct from its
subsidiaries.  As a holding company with no other business operations,
its primary sources of cash needed to meet its obligations, including
principal and interest payments on its outstanding indebtedness and to
pay dividends on its common stock, are rent from its real estate,
interest on its investments and dividends from the Insurance Company.

     The Insurance Company is subject to various regulatory
restrictions on the maximum amount of payments, including loans or cash
advances, that it may make to the Company without obtaining prior
regulatory approval. As a New York domiciled insurance company, the
Insurance Company is subject to restrictions on the payment of
dividends under New York law.  New York law states that no domestic
stock life insurance company shall distribute any dividend to its
shareholders unless a notice of its intention to declare such dividend
and the amount thereof shall have been filed with the Superintendent
not less than 30 days in advance of such proposed declaration.  The
Superintendent may disapprove such distribution by giving written
notice to such company within 30 days after such filing that he or she
finds that the financial condition of the company does not warrant such
distribution. The NYSDI has 

<PAGE>

established informal guidelines for the Superintendent's determinations
which focus upon, among other things, the overall financial condition
and profitability of the insurer under statutory accounting practices. 
During fiscal 1998, 1997 and 1996, the Insurance Company paid dividends
of $49.4 million, $24.8 million and $15 million, respectively, to the
Company.

     The payment of dividends by the Company to its shareholders are
further restricted by the indentures underlying the Company's
$50,000,000 aggregate principal amount of Senior Notes. See "Note 3 of
the Notes to Consolidated Financial Statements."

     In the past, the NAIC proposed the NAIC Model Act which limits
dividends that may be paid in any calendar year without regulatory
approval to the lesser of (1) 10% of the insurer's statutory surplus
at the prior year-end or (2) 100% of the statutory net gain from
operations of the insurer (not including realized capital gains) for
the prior calendar year. The NAIC has determined that it will not grant
accreditation to any state insurance regulatory authority in a state
that has not enacted statutes "substantially similar" to the NAIC Model
Act regulating the payment of dividends by insurers.  The New York
statutes applicable to the Insurance Company do not conform to the NAIC
Model Act and the legislature of New York may consider legislation to
bring New York laws into substantial compliance with the NAIC Model
Act.

Investment Reserve

     Asset Valuation Reserve.  Statutory accounting practices require
a life insurance company to maintain an Asset Valuation Reserve ("AVR")
to absorb realized and unrealized capital gains and losses on a portion
of an insurer's fixed income securities and equity securities.

     The AVR is required to stabilize statutory surplus from
fluctuations in the market value of bonds, stocks, mortgage loans, real
estate and other invested assets.  The maximum AVR is calculated based
on the application of various factors that are applied to the assets
in an insurer's portfolio.  The AVR generally captures credit-related
realized and unrealized capital gains or losses on such assets.  Each
year the amount of an insurer's AVR will fluctuate as the investment
portfolio changes and capital gains or losses are absorbed by the
reserve.  To adjust for such changes over time, contributions must be
made to the AVR in an aggregate annual amount equal to 20% of the
difference between the maximum AVR as calculated and the actual AVR.
These contributions may result in a slower rate of growth in or a reduction
of the Insurance Company's Unassigned Surplus.  The extent of the
impact of the AVR on the Insurance Company's surplus depends in part
on the future composition of the Insurance Company's investment
portfolio.

     Interest Maintenance Reserve.  The Interest Maintenance Reserve
(the "IMR") captures capital gains and losses (net of taxes) on fixed
income investments (primarily bonds and mortgage loans) resulting from
interest rate changes, which are amortized into net income over the
estimated remaining periods to maturity of the investments sold.  The
extent of the impact of the IMR depends on the amount of future capital
gains and losses on fixed maturity investments resulting from interest
rate changes.

NAIC-IRIS Ratios

     The NAIC's Insurance Regulatory Information System ("IRIS") was
developed by a committee of state insurance regulators and primarily
is intended to assist state insurance departments in executing their
statutory mandates to oversee the financial 

<PAGE>

condition of insurance companies operating in their respective states. 
IRIS identifies 12 industry ratios and specifies "normal ranges" for
each ratio.  The IRIS ratios were designed to advise state insurance
regulators of significant changes in the operations of an insurance
company, such as changes in its product mix, large reinsurance
transactions, increases or decreases in premiums received and certain
other changes in operations.  These changes need not result from any
problems with an insurance company but merely indicate changes in
certain ratios outside ranges defined as normal by the NAIC.  When an
insurance company has four or more ratios falling outside "normal
ranges," such state regulators may, but are not obligated to, inquire
of the company regarding the nature of the company's business to
determine the reasons for the ratios being outside the "normal range." 
No regulatory significance results from being out of the normal range
on fewer than four of the ratios.  The Company anticipates that it may
from time to time fall outside the "normal range" on some of these
ratios.  For the year ended December 31, 1998, the Company was within
the normal range for all of the ratios.  If four or more of the
Company's ratios fall outside the "normal range," the Company is likely
to experience regulatory inquiry and a higher level of scrutiny.

Risk-Based Capital

     Under the NAIC's risk-based capital formula, insurance companies
must calculate and report information under a risk-based capital
formula.  The standards require the computation of a risk-based capital
amount which then is compared to a company's actual total adjusted
capital.  The computation involves applying factors to various
financial data to address four primary risks: asset default, adverse
insurance experience, disintermediation and external events.  This
information is intended to permit insurance regulators to identify and
require remedial action for inadequately capitalized insurance
companies, but is not designed to rank adequately capitalized
companies.  The NAIC formula provides for four levels of potential
involvement by state regulators for inadequately capitalized insurance
companies, ranging from regulatory control of the insurance company to
a requirement for the insurance company to submit a plan to improve its
capital.  At December 31, 1998, the Insurance Company's total adjusted
capital was $363.6 million and the authorized control level risk based
capital was $64.3 million.

Assessments Against Insurers

     Most applicable jurisdictions require insurance companies to
participate in guaranty funds which are designed to indemnify
policyholders of insolvent insurance companies.  Insurers authorized
to transact business in these jurisdictions generally are subject to
assessments based on annual direct premiums written in that
jurisdiction.  These assessments may be deferred or forgiven under most
guaranty laws if they would threaten an insurer's solvency and, in
certain instances, may be offset against future state premium taxes. 
The amount of these assessments in prior years has not been material,
however, the amount and timing of any future assessment on the
Insurance Company under these laws cannot be reasonably estimated and
are beyond the control of the Company and the Insurance Company. 
Recent failures of substantially larger insurance companies could
result in future assessments in material amounts.

Regulation at Federal Level

     Although the federal government generally does not directly
regulate the insurance business, federal initiatives often have an
impact on the business in a variety of ways.  Current and proposed
federal measures that may significantly affect the insurance business
include limitations on antitrust immunity, minimum solvency
requirements and the removal of barriers restricting banks from
engaging in the insurance and mutual fund business.  It is not possible
to predict the outcome of any such congressional activity nor the
potential effects thereof on the Company.

<PAGE>

Affiliates

     In addition to the Insurance Company, the Company has three
subsidiaries, Presidential Securities Corporation, P.L. Assigned
Services Corporation and Presidential Asset Management Company, Inc. 
In the aggregate, these three subsidiaries are not material to the
Company's consolidated financial condition or results of operations.

Item 2.  Properties

     The Company owns, and the Insurance Company is the sole occupant
of, two adjacent office buildings located at 69 Lydecker Street and 10
North Broadway in Nyack, New York.  These buildings contain an
aggregate of approximately 45,000 square feet of useable floor space.

     The Insurance Company also owns two acres of unimproved land in
Nyack, New York.

     Management believes that the Company's present facilities are
adequate for its anticipated needs.

Item 3.  Legal Proceedings

     From time to time, the Company is involved in litigation relating
to claims arising out of its operations in the normal course of
business.  As of March 25, 1999, the Company is not a party to any
legal proceedings, the adverse outcome of which, in management's
opinion, individually or in the aggregate, would have a material
adverse effect on the Company's financial condition or results of
operations.

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

     No matters were submitted by the Company to its shareholders for
vote during the fiscal quarter ended December 31, 1998.

<PAGE>

                               PART II

Item 5.  Market for the Registrant's Common Equity and Related
         Shareholder Matters

     The Company's common stock trades on The NASDAQ Stock Market(SM)
under the symbol "PLFE."  The following table sets forth, for the
indicated periods, the high and low bid quotations for the common
stock, as reported by the National Association of Securities Dealers,
Inc., and the per share cash dividends declared on the common stock.

<TABLE>
                                                  Cash Dividends
                           High         Low       Declared Per Share

<S>                        <C>          <C>            <C>

Fiscal 1997
  First Quarter            $16 3/8      $12            $.05
  Second Quarter            20 1/8       13 1/4         .05
  Third Quarter             20 1/4       17 1/2         .06
  Fourth Quarter            20 5/8       19 1/8         .06

Fiscal 1998
  First Quarter             23 7/8       17 3/4        $.06
  Second Quarter            23 3/8       18 11/16       .075
  Third Quarter             23           15             .075
  Fourth Quarter            20 5/8       14             .075

Fiscal 1999
  First Quarter             20 3/4       17 1/2         .075
  (through March 25,
   1999)

</TABLE>

     The Company regularly has paid semi-annual cash dividends since
1980 and since the first quarter of 1997 has paid quarterly cash
dividends.  During the first quarter of 1999, the Company declared a
quarterly cash dividend of $.075 per share payable April 2, 1999.  The
Company expects to continue its policy of paying regular cash
dividends, although there is no assurance as to future dividends
because they are dependent on future earnings, capital requirements,
financial condition, and dividends from the Insurance Company.  Any
determination to pay dividends would be at the discretion of the
Company's Board of Directors and is subject to regulatory and
contractual restrictions as described in "Part I -- Business --
Insurance Regulation" and Part II -- Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity
and Capital Resources."  At March 25, 1999, there were approximately
855 holders of record of the Company's common stock.

<PAGE>

Item 6.  Selected Financial Data

     Selected consolidated financial data for the Company are presented below
for each of the five years in the period ended December 31, 1998.  This data
should be read in conjunction with the Company's Consolidated Financial
Statements and notes thereto and Item 7, Management's Discussion and Analysis
of Results of Operations and Financial Condition.

<TABLE>

Income Statement Data:
                                     Year Ended December 31,
                        1998        1997        1996        1995       1994    
                                 (in thousands, except per share data)

<S>                  <C>         <C>         <C>         <C>        <C>

Total Revenue        $  242,206  $  247,704  $  223,674  $  199,864 $  174,074

 Benefits               146,410     136,998     124,260     123,923    119,731
 Interest Expense
   on Notes payable       7,124       5,850       5,049       5,045      5,266
 Selling, General
 and Administrative
 Expenses                16,927      14,298      18,008      14,506     11,858
Total Benefits and
   Expenses             170,461     157,146     147,317     143,474    136,855

Provision (benefit) for
Income Taxes             22,521      29,266      21,836       7,332     (2,693)

Net Income            $  49,224  $   61,292  $   54,521  $   49,058 $   39,912
Income Per Share      $    1.53  $     1.87  $     1.64  $     1.46 $     1.18 

Dividends Per Share   $    .285  $      .22  $      .15  $     .105 $      .09

</TABLE>

<TABLE>

Balance Sheet Data:
                                           At December 31,
                         1998        1997        1996        1995        1994
                                         (in thousands)

<S>                   <C>         <C>         <C>         <C>         <C>

Assets                $2,606,799  $2,558,341  $2,406,925  $2,356,760  $2,026,044
Total Capitalization
  Notes Payable       $   50,000  $   50,000  $   50,000  $   50,000  $   50,000
  Shareholders'
    Equity               523,244     502,654     423,063     401,060     255,953

Total                 $  573,244  $  552,654  $  473,063  $  451,060  $  305,953

</TABLE>

<PAGE>

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

     General

     The Company has one reportable operating segment with two primary
lines of business   individual annuities and individual life insurance. 
Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.  Premiums shown on the
Company's consolidated financial statements in accordance with GAAP
consist of premiums received for whole or term life insurance products,
as well as that portion of the Company's single premium immediate
annuities which have life contingencies.  With respect to that portion
of single premium annuity contracts without life contingencies, as well
as single premium deferred annuities and universal life insurance
products, premiums collected by the Company are not reported as premium
revenues, but rather are reported as additions to policyholders' account
balances.  With respect to products that are accounted for as
policyholders' account balances, revenues are recognized over time in
the form of policy fee income, surrender charges and mortality and other
charges deducted from the policyholders' account balances.  The
Company's operating earnings are derived primarily from these revenues,
plus the Company's investment results, including realized gains
(losses), less interest credited, benefits to policyholders and
expenses.

     Certain costs related to the sale of new business are deferred as
"deferred policy acquisition costs" ("DAC") and amortized into expenses
in proportion to the recognition of earned revenues.  Costs deferred
include principally commissions, certain expenses of the policy issue
and underwriting departments and certain variable sales expenses.  Under
certain circumstances, DAC will be expensed earlier than originally
estimated, including those circumstances where the policy terminations
are higher than originally estimated with respect to certain annuity
products.  Most of the Company's annuity products have surrender charges
which are designed to discourage and mitigate the effect of early
terminations.

     The Insurance Company is rated "A- (Excellent)" by A.M. Best.

     Results of Operations

     Comparison of Fiscal Year 1998 to Fiscal Year 1997 and Fiscal Year
1997 to Fiscal Year 1996.

     Revenues

     Annuity Considerations and Life Insurance Premiums

     Total annuity considerations and life insurance premiums increased
to approximately $32.2 million in fiscal 1998 from approximately $23.6
million in fiscal 1997, an increase of approximately 36.4%.  Of this
amount, annuity considerations increased to approximately $28.1 million
in fiscal 1998 from approximately $19.7 million in fiscal 1997, an
increase of approximately $8.5 million.  In accordance with generally
accepted accounting principles, sales of single premium deferred
annuities are not reported as annuity considerations, but rather as
additions to policyholder account balances.  Sales of single premium
annuities were approximately $135.2 million, $125.5 million and $94.4
million in fiscal 1998, 1997 and 1996, respectively.  Management
believes that the increase in annuity considerations is due to the
successful expansion of our Marketing Department.  Beginning in 1996,
the Company added regional sales directors in various states.  These
regional sales directors have added new general agents which have
generated sales.

<PAGE>

     Total annuity considerations and life insurance premiums increased
to approximately $23.6 million in fiscal 1997 from approximately $12.7
million in fiscal 1996, an increase of approximately 86.0%.  Of this
amount, annuity considerations increased to approximately $19.7 million
in fiscal 1997 from approximately $8.5 million in fiscal 1996, an
increase of approximately $11.2 million.

     Policy Fee Income

     Universal life and investment type policy fee income was
approximately $2.1 million in fiscal 1998, as compared to approximately
$1.99 million in fiscal 1997 and approximately $2.09 million in fiscal
1996.  Policy fee income consists principally of amounts assessed during
the period against policyholders' account balances for mortality charges
and surrender charges.

     Net Investment Income

     Net investment income totaled approximately $187.2 million in
fiscal 1998, as compared to approximately $191.8 million in fiscal 1997
and approximately $186.2 million in fiscal 1996.  This represents
approximately a 2.4% decrease comparing fiscal 1998 to fiscal 1997 and
approximately a 3.0% increase comparing fiscal 1997 to fiscal 1996. 
Investment income from "other invested assets" totaled approximately
$26.4 million in fiscal 1998, $39.8 million in fiscal 1997 and $35.3
million in fiscal 1996.  The decrease in investment income from "other
invested assets" during 1998 compared with 1997 is attributable to
losses of $18.0 million in certain investments in limited partnerships. 
In fiscal 1998, 1997 and 1996, the Insurance Company participated in
"dollar roll" transactions (i.e., the sale of a mortgage-backed security
and a simultaneous agreement to purchase a similar security at a later
date at a lower price) to enhance investment income.  The proceeds from
the sale are invested in short-term securities at a positive spread
until the settlement date of the similar security.  During this period,
the holding institution receives all income and prepayments for the
security.  The Company's ratio of net investment income to average cash
and invested assets less net investment income for the years ended
December 31, 1998, 1997 and 1996 was approximately 8.14%, 8.69% and
8.83%, respectively.  For additional information, please refer to "Note
2 of the Notes to Consolidated Financial Statements."

     Realized Investment Gains and Losses

     Realized investment gains amounted to approximately $17.2 million
in fiscal 1998, as compared to approximately $26.0 million of gains in
fiscal 1997 and gains of approximately $20.0 million in fiscal 1996.
Realized investment gains for the years ended December 31, 1998, 1997
and 1996 were partially offset by realized investment losses of
approximately $8.3 million, $4.9 million and $1.9 million, respectively,
attributable to writedowns of certain securities contained in the
Company's investment portfolio.  Realized investment gains result from
sales of certain equities and convertible securities, and calls and
sales of securities in the Company's investment portfolio.  There can be
no assurance that the Company's investment portfolio will yield
comparable investment gains in future periods.

     Other Income

     The decrease in other income for fiscal 1998 as compared with
fiscal 1997 is the result of the settlement in the second quarter of
1997 of litigation with Fidelity Mutual Life Insurance Company pursuant
to which the Company received $1.7 million.

<PAGE>

     Total Benefits and Expenses

     Total benefits and expenses for fiscal 1998 aggregated
approximately $170.5 million, as compared to approximately $157.1
million for fiscal 1997 and approximately $147.3 million for fiscal
1996.  This represents an increase of approximately 8.5% comparing
fiscal 1998 to fiscal 1997 and an increase of approximately 6.7%
comparing fiscal 1997 to fiscal 1996.  The reasons for these changes
will be discussed under the respective components below.

     Interest Credited and Benefits to Policyholders

     Interest credited and benefits to policyholders amounted to
approximately $146.4 million in fiscal 1998 as compared to approximately
$137.0 million in fiscal 1997 and approximately $124.3 million in fiscal
1996.  This represents an increase of approximately 6.9% comparing
fiscal 1998 to fiscal 1997 and approximately a 10.3% increase comparing
fiscal 1997 to fiscal 1996.  The increase in fiscal 1998 principally is
attributable to a higher level of policyholder account balances as a
result of the increase in annuity considerations received during the
year.

     The Insurance Company's average credited rates for reserves and
account balances for the 12 months ended December 31, 1998, 1997 and
1996 were less than the Company's ratio of net investment income to mean
assets for the same periods as noted above under "Net Investment
Income."  Although management does not currently expect material
declines in the spread between the Company's average credited rate for
reserves and account balances and the Company's ratio of net investment
income to mean assets (the "Spread"), there can be no assurance that the
Spread will not decline in future periods or that such decline will not
have a material adverse effect on the Company's financial condition and
results of operations.  Depending, in part, upon competitive factors
affecting the industry in general, and the Company in particular, the
Company may, from time to time, adjust the average credited rates on
certain of its products.  There can be no assurance that the Company
will reduce such rates or that any such reductions will broaden the
Spread.

     Interest Expense on Notes Payable

     The interest expense on the Company's notes payable amounted to
approximately $7.12 million in fiscal 1998, approximately $5.85 million
in fiscal 1997 and approximately $5.0 million in fiscal 1996.  The
increase in interest expense in fiscal 1998 is attributable to the
increase in the Company's short term note payable.

     General Expenses, Taxes and Commissions

     General expenses, taxes and commissions to agents totaled
approximately $19.3 million in fiscal 1998 as compared to approximately
$17.2 million in fiscal 1997 and approximately $17.2 million in fiscal
1996.  This represents an increase of approximately 12.4% comparing
fiscal 1998 to fiscal 1997 and no increase comparing fiscal 1997 to
fiscal 1996.  The increase in fiscal 1998 compared to fiscal 1997
principally is attributable to higher costs associated with system
conversions and higher commissions and selling expenses incurred
associated with the higher level of sales of single premium annuities.

<PAGE>

     Deferred Policy Acquisiton Costs

     The change in the net DAC for fiscal 1998 resulted in a credit of
approximately $2.4 million, as compared to a credit of approximately
$2.9 million in fiscal 1997 and  a charge of approximately $850 thousand
in fiscal 1996.  Such changes are due to the effect of revisions to
estimated gross profits on unamortized deferred acquisition costs which
are reflected in the year such estimated gross profits are revised.

     Income Before Income Taxes

     For the reasons discussed above, income before income taxes
amounted to approximately $71.7 million in fiscal 1998, as compared to
approximately $90.6 million in fiscal 1997 and approximately $76.4
million in fiscal 1996.

     Income Taxes

     Income tax expense (benefit) was approximately $22.5 million for
fiscal 1998, as compared to approximately $29.3 million in fiscal 1997
and approximately $21.8 million in fiscal 1996.  The decrease in income
taxes in fiscal 1998 is primarily attributable to lower income from
operations and realized capital gains during fiscal 1998.

     Net Income

     For the reasons discussed above, the Company had net income of
approximately $49.2 million in fiscal 1998, net income of approximately
$61.3 million in fiscal 1997 and net income of approximately $54.5
million in fiscal 1996.

Liquidity and Capital Resources

     The Company is an insurance holding company and its primary uses of
cash are debt service obligations, operating expenses and dividend
payments.  The Company's principal sources of cash are dividends from
the Insurance Company, sales of and interest on the Company's
investments and rent from its real estate.  During 1998, the Company's
Board of Directors increased the quarterly dividend rate to $.075 per
share.  During 1998 and 1997, the Company purchased and retired 896,900
and 372,300 shares of common stock, respectively.  At December 31, 1998,
the Company was authorized to purchase an additional 335,300 shares of
common stock.  At the February 1999 Board of Directors meeting, the
Board authorized the Company to purchase an additional 1,000,000 shares
of common stock.

     The Insurance Company is subject to various regulatory restrictions
on the maximum amount of payments, including loans or cash advances,
that it may make to the Company without obtaining prior regulatory
approval.  As a New York domiciled insurance company, the Insurance
Company is subject to restrictions on the payment of dividends under New
York law.  New York law states that no domestic stock life insurance
company shall distribute any dividend to its shareholders unless a
notice of its intention to declare such dividend and the amount thereof
shall have been filed with the Superintendent not less than 30 days in
advance of such proposed declaration.  The Superintendent may disapprove
such distribution by giving written notice to such company within 30
days after such filing that he or she finds that the financial condition
of the company does not warrant such distribution.  The NYSDI has
established informal guidelines for the Superintendent's findings which
focus upon, among other things, the overall financial condition and
profitability of the insurer under statutory accounting practices. 
During fiscal 1998, 1997, and 1996, the Insurance Company paid dividends
of $49.4 million, $24.8 million and $15 million, respectively, to the
Company.

<PAGE>

     Principal sources of funds at the Insurance Company are premiums
and other considerations paid, net investment income received and
proceeds from investments called, redeemed or sold.  The principal uses
of these funds are the payment of benefits on annuity contracts and life
insurance policies, (including withdrawals and surrender payments), the
payment of policy acquisition costs, operating expenses and the purchase
of investments.

     Net cash provided by the Company's operating activities (reflecting
principally: (i) premiums and contract charges collected less (ii)
benefits paid on life insurance and annuity products plus (iii) income
collected on invested assets less (iv) commissions and other general
expenses paid) was approximately $37.0 million, $47.3 million and $43.9
million in fiscal 1998, 1997 and 1996, respectively.  Net cash provided
by (used in) the Company's investing activities (principally reflecting
investments purchased less investments called, redeemed or sold) was
approximately $(27.2) million, $(62.5) million and $(63.7) million in
fiscal 1998, 1997 and 1996, respectively.

     For purposes of the Company's consolidated statements of cash
flows, financing activities relate primarily to "dollar roll" repurchase
transactions, and to sales and surrenders of the Company's annuity and
universal life insurance products.  The payment of dividends by the
Company to its stockholders also is considered to be a financing
activity.  Net cash provided by (used in) the Company's financing
activities amounted to approximately $(21.9) million, $27.9 million and
$22.4 million in fiscal 1998, 1997 and 1996, respectively.  These
fluctuations primarily are attributable to the net change in "dollar
roll" repurchase transactions, higher policyholder account balances, an
increase in common stock repurchased and an increase in borrowings under
the Company's line of credit during fiscal 1997.

     The Company currently has one bank line of credit for $25 million
of which $23 million was used at December 31, 1998.  During the first
two months of 1999, the Company repaid $12 million of the bank line of
credit.

     The Indenture governing the Senior Notes contains financial
covenants which, among other things, restrict the ability of the Company
to incur additional indebtedness, create or permit liens, effect certain
asset sales and engage in certain mergers or similar transactions. 
Management believes that the Company currently is in compliance with
these covenants and restrictions contained in the Indenture and,
further, that compliance with these covenants and restrictions will not
have a material adverse effect on the Company's financial condition or
results of operations.

     The Company filed a registration statement with the Securities
and Exchange Commission covering up to $100 million aggregate principal
amount of senior notes ("New Senior Notes").  The net proceeds from the
sale of such offering will be used to retire existing indebtedness and
for general corporate purposes.  The Company completed the offering
during February of 1999 and will redeem the Senior Notes on March 26,
1999.

     In connection with the offering of the New Senior Notes, the
Company entered into a forward treasury lock agreement with a
creditworthy financial institution pursuant to which the Company will
make or receive, respectively, payments in respect of an aggregate
notional principal amount of $100 million depending upon whether the
interest rate for ten-year Treasury Notes in effect on the settlement
date has increased or declined during the term of the agreement.  The
amount of any unrecognized gain or loss is recognized in the financial
statements and fluctuates with the ten-year Treasury Note.  At December
31, 1998, the agreement had an unrealized loss of $9.1 million.  The
Company has issued the related debt in February of 1999 and the
unrecognized loss will be capitalized and amortized over the term of the
New Senior Notes as an increase in interest expense.

<PAGE>

     Given the Insurance Company's historic cash flow and current
financial results, management believes that, for the next twelve months
and for the reasonably foreseeable future, the Insurance Company's cash
flow from operating activities will provide sufficient liquidity for the
operations of the Insurance Company, as well as provide sufficient funds
to the Company, so that the Company will be able to make dividend
payments, as described in "Item 5 - Market for the Registrant's Common
Equity and Related Shareholder Matters," satisfy its debt service
obligations and pay its other operating expenses.

     Market risk is the risk of loss arising from adverse changes in
market rates and prices, such as interest rates, foreign currency
exchange rates, and other relevant market rate or price changes.  Market
risk is directly influenced by the volatility and liquidity in the
markets in which the related underlying assets are traded.  The
following is a discussion of the Company's primary market risk exposures
and how those exposures are currently managed as of December 31, 1998.

     The primary market risk to the Company's investment portfolio is
interest rate risk.  The Company's exposure to equity price risk and
foreign exchange risk is not significant.  The Company has no direct
commodity risk.

     The Company believes that its fixed-rate liabilities should be
backed by a portfolio principally composed of fixed-rate investments
that generate predictable rates of return.  The Company does not have a
specific target rate of return.  Instead, its rates of return vary over
time depending on the current interest rate environment, the slope of
the yield curve, the spread at which fixed-rate investments are priced
over the yield curve, and general economic conditions.  Its portfolio
strategy is constructed with a view to achieve adequate risk-adjusted
returns consistent with its investment objectives of effective
asset-liability matching, liquidity and safety.

     The Company's deferred annuity products are designed to encourage
persistency by incorporating surrender charges.  An annuitant may not
terminate or withdraw substantial funds for a period of generally seven
years without incurring significant penalties in the form of surrender
charges.  Approximately 56.0%, 60.2%, and 64.2% of the Company's
deferred annuity contracts in force (measured by reserves) as of
December 31, 1998, 1997, and 1996 are surrenderable without charge.  The
decrease since December 31, 1996 is attributable to the increase in
deferred annuity contracts inforce as a result of the increase in
annuity considerations received.

     The market value of the Company's fixed maturity portfolio changes
as interest rates change.  In general, rate decreases cause asset prices
to rise, while rate increases cause asset prices to fall.  Interest rate
sensitivity can be modeled using the fixed maturity's effective duration
and convexity to estimate price change for a given rate change.  To
model such changes, both spreads and yield curve slope are held constant
while the portfolio is subjected to a hypothetical instantaneous rate
change.  Actual results may differ from the hypothetical change in
market rates assumed in this disclosure since the model does not reflect
the results of any actions that would be taken by the Company to
mitigate such hypothetical loss in market value.

     Based on market values and prevailing interest rates as of December
31, 1998, a hypothetical instantaneous increase of 100 basis points
would produce a loss in fair value of fixed maturity assets of
approximately $140 million.  Since the Company is able to hold its fixed
maturity securities to maturity, it does not expect to realize
significant losses under such a hypothetical scenario. 

     To meet its anticipated liquidity requirements, the Company
purchases investments taking into account the anticipated future cash
flow requirements of its underlying liabilities.  In managing the
relationship between assets and liabilities, the Company analyzes the
cash flows necessary to correspond with the expected cash needs on the
underlying liabilities under various interest rate scenarios.  In
addition, the Company 

<PAGE>

invests a portion of its total assets in short-term investments
(approximately 8.74%, 10.32% and 9.97% as of December 31, 1998, 1997 and
1996, respectively).  The weighted average duration of the Company's
debt portfolio was approximately five and one half years as of December
31, 1998.  The Company's fixed maturity investments are all classified
as available for sale and include those securities available to be sold
in response to, among other things, changes in market interest rates,
changes in the security's prepayment risk, the Company's need for
liquidity and other similar factors.  These investments are carried at
estimated market value, and unrealized gains (losses), net of federal
income taxes and deferred policy acquisition costs, if any, are charged
directly to shareholders' equity, unless a decline in market value is
considered to be other than temporary, in which event the Company
recognizes a loss.  Equity securities include common stocks and
non-redeemable  preferred stocks and are carried at market, with the
related unrealized gains and losses, net of federal income taxes, if
any, charged or credited directly to shareholders' equity, unless a
decline in market value is considered to be other than temporary, in
which event the Company recognizes a loss.

     Capital expenditures during fiscal 1998 were approximately
$284,000. As of December 31, 1998, the Company had no outstanding
commitments for significant capital expenditures.

     The Insurance Company is subject to Regulation 130 adopted and
promulgated by the NYSDI.  Under this Regulation, the Insurance
Company's ownership of below investment grade debt securities is limited
to 20.0% of total admitted assets, as calculated under statutory
accounting practices.  As of December 31, 1998 and 1997, approximately
7.3% and 5.4%, respectively of the Insurance Company's total admitted
assets were invested in below investment grade debt securities.

     The Company maintains a portfolio which includes below investment
grade securities which were purchased to achieve a more favorable
investment yield, all of which are classified as available for sale and
reported at estimated market value.  As of December 31, 1998 and 1997,
the carrying value of these securities was approximately $200.7 million
and $164.6 million, respectively (representing approximately 7.7% and
6.4%, respectively of the Company's total assets and 38.4% and 32.8%,
respectively of shareholders' equity).

     Investments in below investment grade debt securities have
different risks than investments in corporate debt securities rated
investment grade.  Risk of loss upon default by the borrower is
significantly greater with respect to below investment grade debt
securities than with respect to other corporate debt securities because
below investment grade debt securities generally are unsecured and often
are subordinated to other creditors of the issuer.  Also, issuers of
below investment grade debt securities usually have high levels of
indebtedness and often are more sensitive to adverse economic
conditions, such as recession or increasing interest rates, than are
investment grade issuers.  Typically, there is only a thinly traded
market for such securities and recent market quotations may not be
available for some of these securities.  Market quotes generally are
available only from a limited number of dealers and may not represent
firm bids of such dealers or prices for actual sales.  The Company
attempts to reduce the overall risk in its below investment grade
portfolio, as in all of its investments, through careful credit
analysis, investment policy limitations, and diversification by company
and by industry.  Below investment grade debt investments, as well as
other investments, are being monitored on an ongoing basis.

     In certain situations, the terms of some fixed maturity assets are
restructured or modified.  There were no restructured fixed maturities
at December 31, 1998.

<PAGE>

     As of December 31, 1998, approximately 9.8% of the Company's total
invested assets were invested in limited partnerships.  Pursuant to
NYSDI regulations, the Company's investments in equity securities,
including limited partnership interests, may not exceed 20% of the
Insurance Company's invested assets.  Investments in limited
partnerships are included in the Company's consolidated balance sheet
under the heading "Other invested assets."  See "Note 2 to the Notes to
Consolidated Financial Statements."  The Company is committed, if called
upon during a specified period, to contribute an aggregate of
approximately $77.2 million of additional capital to certain of these
limited partnerships.  However, management does not expect this entire
amount to be called because certain of these limited partnerships are
nearing the end of the period during which investors are required to
make contributions.  The Company may make selective investments in
additional limited partnerships as opportunities arise.  In general,
risks associated with such limited partnerships include those related to
their underlying investments (i.e., equity securities, debt securities
and real estate), plus a level of illiquidity, which is mitigated by the
ability of the Company to take annual distributions of partnership
earnings.  There can be no assurance that the Company will continue to
achieve the same level of returns on its investments in limited
partnerships as it has historically or that the Company will achieve any
returns on such investments at all.  Further, there can be no assurance
that the Company will receive a return of all or any portion of its
current or future capital investments in limited partnerships.  The
failure of the Company to receive the return of a material portion of
its capital investments in limited partnerships, or to achieve historic
levels of return on such investments, could have a material adverse
effect on the Company's financial condition and results of operations.

     As previously discussed, in fiscal 1998 and 1997 the Company
participated in "dollar roll" repurchase agreement transactions. 
Amounts outstanding to repurchase securities under such agreements were
approximately $148.7 million and $205.2 million at December 31, 1998 and
1997, respectively.  The Company may engage in selected "dollar roll"
transactions as market opportunities arise.

     As part of a proposed rehabilitation plan for Fidelity Mutual Life
Insurance Company ("Fidelity"), on January 11, 1995 the Insurance
Company signed a definitive purchase agreement with the Pennsylvania
Insurance Commissioner and Fidelity to invest up to $45 million for a
minority (49.9%) stake in a Fidelity subsidiary insurance holding
company.  In addition, the Company had agreed to purchase $25 million of
Senior Notes of such company.

     The Company was informed by the Pennsylvania Insurance Commissioner
that in response to the significant improvement in the invested assets
of Fidelity, she  reopened the process to select an equity investor for
the recapitalization and rehabilitation of Fidelity.

     The Company disagreed with the Insurance Commissioner's actions and
commenced litigation which was settled in the second quarter of fiscal
1997.  As part of the settlement, the Company received $1.7 million.

     All 50 states of the United States, the District of Columbia and
Puerto Rico have insurance guaranty fund laws requiring all life
insurance companies doing business within the jurisdictions to
participate in guaranty associations, which are organized to pay
contractual obligations under insurance policies (and certificates
issued under group insurance policies) issued by impaired or insolvent
life insurance companies.  These associations levy assessments (up to
prescribed limits) on all member insurers in a particular state on the
basis of the proportionate share of the premiums written by member
insurers in the lines of business in which the impaired or insolvent

<PAGE>

insurer is engaged.  Some states permit member insurers to recover assessments
paid through full or partial premium tax offsets.  These assessments may
be deferred or forgiven under most guaranty laws if they would threaten
an insurer's solvency.  The amount of these assessments in prior years
has not been material, however, the amount and timing of any future
assessment on the Insurance Company under these laws cannot be
reasonably estimated and are beyond the control of the Company and the
Insurance Company.  Recent failures of substantially larger insurance
companies could result in future assessments in material amounts.

     See "Item 1 - Business - Insurance Regulation" for a description of
certain NAIC initiatives that also may impact the Company's financial
condition and results of operations.

     Year 2000 Matters

     In 1994, the Company initiated the process of migrating to a local
area network and preparing its computer systems and applications for the
Year 2000.  This process involves modifying or replacing certain
hardware and software maintained by the Company as well as communicating
with external service providers to ensure that they are taking the
appropriate action to remedy their Year 2000 issues.  Management
believes that the modification process of all significant administrative
systems has been completed by December 31, 1998 and that all of the
remaining non-critical system and application changes will be completed
during the second half of 1999.

     The Company has initiated formal communications with its
significant vendors and business partners to determine the extent to
which the Company may be vulnerable to those third parties' failure to
properly remediate their own year 2000 issues.  While the Company is not
presently aware of any such significant exposure, the Company cannot
predict the outcome of other companies' remediation efforts.

     While the Company is not presently aware of any significant
exposure that its systems will not be properly remediated on a timely
basis, there can be no assurances that all year 2000 remediation
processes will be completed and properly tested before the year 2000, or
that contingency plans will sufficiently mitigate the risk of a year
2000 readiness problem.  The failure of the systems of the Company or
its significant vendors or business partners due to a year 2000
readiness problem could have a material adverse effect on the Company.

     The Company's contingency plans, which are expected to be completed
during the second quarter of 1999, will be structured to address both
remediation of those systems not yet compliant and their components and
overall business operating risk.  These plans are intended to mitigate
both internal risk as well as potential risks relative to a significant
exposure identified relative to the dependencies on third-party systems.

     Purchased hardware will be capitalized in accordance with normal
policy.  Personnel and all other costs related to the project are being
expensed as incurred.  Based on Management's best estimates, the total
cost to the Company of both migrating to a local area network, replacing
software and Year 2000 compliance activities is not expected to exceed
$4.0 million.  Since 1994, the Company has incurred approximately $2.9
million in connection with migrating to a local area network, replacing
software and Year 2000 compliance.  The total cost to the Company of
these Year 2000 compliance activities has not been and is not
anticipated to be material to its financial position or results of
operations in any given year.

<PAGE>

     Effects of Inflation and Interest Rate Changes

     Management does not believe that inflation has had a material
adverse effect on the Company's consolidated results of operations.  The
Company seeks to manage its investment portfolio in part to reduce its
exposure to interest rate fluctuations.  In general, the market value of
the Company's fixed maturity portfolio increases or decreases in an
inverse relationship with fluctuations in interest rates, and the
Company's net investment income increases or decreases in direct
relationship with interest rate changes.  For example, if interest rates
decline, the Company's fixed maturity investments generally will
increase in market value, while net investment income will decrease as
fixed income investments mature or are sold and proceeds are reinvested
at the declining rates, and vice versa.  Management is aware that
prevailing market interest rates frequently shift and, accordingly, the
Company has adopted strategies which are designed to address either an
increase or decrease in prevailing rates.  In a rising interest rate
environment, the Company's average cost of funds would be expected to
increase over time as it prices its new and renewing annuities to
maintain a generally competitive market rate.  Concurrently, the Company
would attempt to place new funds in investments which were matched in
duration to, and higher yielding than, the liabilities associated with
such annuities.  Management believes that liquidity necessary in such an
interest rate environment to fund withdrawals, including surrenders,
would be available through income, cash flow, the Company's cash
reserves or from the sale of short-term investments.  In a declining
interest rate environment, the Company's cost of funds would be expected
to decrease over time, reflecting lower interest crediting rates on its
fixed annuities.  Should  increased liquidity be required for
withdrawals in such an interest rate environment, management believes
that the portion of the Company's investments which are designated as
available for sale in the Company's consolidated balance sheet could be
sold without materially adverse consequences in light of the general
strengthening in market prices which would be expected in the fixed
maturity security market.

     Interest rate changes also may have temporary effects on the sale
and profitability of the universal life and annuity products offered by
the Company.  For example, if interest rates rise, competing investments
(such as annuity or life insurance products offered by the Company's
competitors, certificates of deposit, mutual funds and similar
instruments) may become more attractive to potential purchasers of the
Company's products until the Company increases the rates credited to
holders of its universal life and annuity products.  In contrast, as
interest rates fall, the Company attempts to lower its credited rates to
compensate for the corresponding decline in its net investment income. 
As a result, changes in interest rates could materially adversely effect
the financial condition and results of operations of the Company
depending on the attractiveness of alternative investments available to
the Company's customers.  In that regard, in the current interest rate
environment, the Company has attempted to maintain its credited rates at
competitive levels which are designed to discourage surrenders and which
may be considered attractive to purchasers of new annuity products.  In
addition, because the level of prevailing interest rates impacts the
Company as well as its competition, management does not believe that the
low interest rate environment has materially affected the Company's
competitive position vis a vis other life insurance companies that
emphasize  the sale of annuity products.  Notwithstanding the foregoing,
if interest rates continue at current levels or decline further, there
can be no assurance that this segment of the life insurance industry,
including the Company, would not experience increased levels of
surrenders and reduced sales and thereby be materially adversely
affected.

<PAGE>

     Forward Looking Information

     The Company cautions readers regarding certain forward-looking
statements contained in this report and in any other statements made by,
or on behalf of, the Company, whether or not in future filings with the
SEC.  Forward-looking statements are statements not based on historical
information and which relate to future operations, strategies, financial
results, or other developments.  Statements using verbs such as
"expect," "anticipate," "believe" or words of similar import generally
involve forward-looking statements.  Without limiting the foregoing,
forward-looking statements include statements which represent the
Company's beliefs concerning future levels of sales and redemptions of
the Company's products, investment spreads and yields, or the earnings
and profitability of the Company's activities.

     Forward-looking statements are necessarily based on estimates and
assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which
are beyond the Company's control and many of which are subject to
change.  These uncertainties and contingencies could cause actual
results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company.  Whether or not actual
results differ materially from forward-looking statements may depend on
numerous foreseeable and unforeseeable developments.  Some may be
national in scope, such as general economic conditions, changes in tax
law and changes in interest rates.  Some may be related to the insurance
industry generally, such as pricing competition, regulatory developments
and industry consolidation.  Others may relate to the Company
specifically, such as credit, volatility and other risks associated with
the Company's investment portfolio.  The Company disclaims any
obligation to update forward-looking information.

     Recent Accounting Pronouncements

     In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133).   SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities.  It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value.  It also establishes specific conditions that
must be met in order for a derivative to be recognized as a hedge of
certain exposures.  The Company has not yet completed its analysis to
determine the impact of this statement on the Company's financial
statements.  SFAS 133 is effective for fiscal years beginning after June
15, 1999.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     The information required by this item is contained in the Liquidity
and Capital Resources section of Management's Discussion and Analysis of
Financial Condition and Results of Operations.

Item 8.  Financial Statements and Supplementary Data

     See the accompanying Table of Contents to Consolidated Financial
Statements and Schedules on Page F-1.

Item 9.  Changes in and Disagreements with Accountants On Accounting and
         Financial Disclosure

     None

<PAGE>
                               PART III

Item 10.  Directors and Executive Officers of the Registrant

     The information relating to the Company's directors, nominees for
election as directors and executive officers will be included in the
Company's definitive Proxy Statement for its 1999 Annual Meeting of
Shareholders (the "Proxy Statement"), which the Company intends to file
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, not later than 120 days after the end of the fiscal year
covered by this Annual Report on Form 10-K, under the heading "Directors
and Executive Officers" and is incorporated herein by reference.

Item 11.  Executive Compensation

     The information relating to compensation paid to executive officers
and directors of the Company will be included in the Proxy Statement
under the heading "Compensation of Directors and Executive Officers" and
is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The information relating to the security ownership of certain
beneficial owners and management of the Company will be included in the
Proxy Statement under the heading "Security Ownership of Certain
Beneficial Owners and Management" and is incorporated herein by
reference.

Item 13.  Certain Relationships and Related Transactions

Purchases of Annuity Contracts and Life Insurance Policies

     From time to time in the ordinary course of business, certain of
the Company's directors and executive officers have purchased, and may
in the future, purchase annuity contracts or life insurance policies
from the Insurance Company.  Such transactions in the past have been,
and will in the future be, on terms no less favorable to the Insurance
Company than those that could be obtained from unaffiliated third
parties.  In that regard, since January 1, 1996, directors and executive
officers, have engaged in the following transactions with the Insurance
Company:  Herbert Kurz, the President and a director of the Company,
purchased annuity contracts for $0, $200,000 and $300,000 during the
fiscal years ended December 31, 1998, 1997 and 1996, respectively.

                                PART IV

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

     (a).  The Independent Auditors' Report, Consolidated Financial
Statements and Consolidated Financial Statement Schedules listed in the
Table of Contents on page F-1 are being filed as part of this Form 10-K.

     (b).  During the last quarter of the fiscal year ended December 31,
1998 the Company did not file a current report on Form 8-K.

<PAGE>

     (c).  Exhibit Index

     Exhibit
     Number              Description of Document

     2.01      Certificate of Ownership and Merger, as filed
               with the Secretary of State of Delaware on
               July 27, 1993 (Incorporated by reference to
               the Annual Report on Form 10-K of the Company
               for the fiscal year ended December 31, 1993)

     2.02      Certificate of Merger, as filed with the
               Secretary of State of State of New York on
               July 27, 1993 (Incorporated by reference to
               the Annual Report on Form 10-K of the Company
               for the fiscal year ended December 31, 1993)

     3.01      Certificate of Amendment of the Certificate of
               Incorporation of the Company, as filed with
               the Secretary of State of State of New York on
               June 8, 1993 (Incorporated by reference to the
               Annual Report on Form 10-K of the Company for
               the fiscal year ended December 31, 1993)

     3.02      Certificate of Correction of the Certificate
               of Amendment to the Certificate of
               Incorporation of the Company, as filed with
               the Secretary of State of State of New York on
               June 29, 1993 (Incorporated by reference to
               the Annual Report on Form 10-K of the Company
               for the fiscal year ended December 31, 1993)

     3.03      Certificate of Incorporation of Presidential
               Life Corporation, a Delaware corporation (now
               the Company) (Incorporated by reference to the
               Annual Report on Form 10-K of the Company for
               the fiscal year ended December 31, 1992)

     3.04      By-Laws of Presidential Life Corporation, a
               Delaware corporation (now the Company)
               (Incorporated by reference to the Annual
               Report on Form 10-K of the Company for the
               fiscal year ended December 31, 1992)

     4.01      Form of Indenture dated as of December 15,
               1993 between the Registrant and M&T Bank
               relating to the 9 1/2% Senior Notes due 2000
               (Incorporated by reference to Exhibit 4.1 to
               the Registration Statement on Form S-3 of the
               Company filed on September 2, 1993)

     4.02      Form of Indenture dated as of February 23,
               1999 between the Registrant and Bankers Trust
               Company relating to the 7 7/8% Senior Note due
               2009 (Incorporated by reference to Exhibit 4.1
               to Amendment No. 1 to the Registration
               Statement on Form S-3 of the Company filed on
               November 3, 1998)

<PAGE>

     10.01     Reinsurance Agreements, dated January 1,
               1969, March 1, 1979 and November 15,
               1980, in each case together with all
               amendments thereto, Between the
               Registrant and Life Reassurance
               Corporation of America (formerly known as
               General Reassurance Corporation)
               (Incorporated by reference to the Annual
               Report on Form 10-K of the Company for
               the fiscal year ended December 31, 1992)

     10.02     Reinsurance Agreements, dated September
               25, 1969 and November 21, 1980, in each
               case together with all amendments
               thereto, by and between Presidential Life
               Insurance Company and Security Benefit
               Life Insurance Company (now known as
               Swiss Re Life & Health America)
               (Incorporated by reference to the Annual
               Report on Form 10-K of the Company for
               the fiscal year ended December 31, 1992)

     10.03     Form of Indemnification Agreement
               (Incorporated by reference to the Annual
               Report on Form 10-K of the Company for
               the fiscal year ended December 31, 1992)

    10.04      Presidential Life Corporation 1984 Stock
               Option Plan (Incorporated by reference to
               the Annual Report on Form 10-K of the
               Company for the fiscal year ended
               December 31, 1992)

     10.05     Presidential Life Corporation 1996 Stock
               Incentive Plan (Incorporated by reference
               to Exhibit 28.1 to the Registration
               Statement on Form S-8 of the Company
               filed on July 16, 1996)

     11.01     Statement Re Computation of Per Share
               Earnings is clearly determinable from the
               information contained in this Form 10-K

     21.01     Subsidiaries of the Registrant
               (Incorporated by reference to the Annual
               Report on Form 10-K of the Company for
               the fiscal year ended December 31, 1992)

<PAGE>

                              SIGNATURES

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

                              PRESIDENTIAL LIFE CORPORATION

                              By  /s/ Herbert Kurz            
                              Herbert Kurz
                              Principal Executive Officer
                              and Director
Date:  March 25, 1999

<PAGE>

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


Date:  March 25, 1999               /s/ Herbert Kurz               
                                    Herbert Kurz
                                    Principal Executive Officer
                                    and Director

Date:  March 25, 1999               /s/ Michael V. Oporto           
                                    Michael V. Oporto, Chief    
                                    Financial Officer and Principal
                                    Accounting Officer

Date:  March 25, 1999               /s/ Peter A. Cohen              
                                    Peter A. Cohen          Director

Date:  March 25, 1999               /s/ Jules Kroll                 
                                    Jules Kroll             Director

Date:  March 25, 1999               /s/ Lawrence Rivkin              
                                    Lawrence Rivkin         Director

Date:  March 25, 1999               /s/ Morton B. Silberman           
                                    Morton B. Silberman     Director

<PAGE>

                         TABLE OF CONTENTS TO
            CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

                                                                        Page

Independent Auditors' Report......................................       F-2

Consolidated Financial Statements:

   Consolidated Balance Sheets as of December 31, 1998 and 1997....      F-3  

   Consolidated Statements of Income - Years Ended December 31,
      1998, 1997 and 1996..........................................      F-4

   Consolidated Statements of Shareholders' Equity - Years Ended
      December 31, 1998, 1997 and 1996.............................      F-5

   Consolidated Statements of Cash Flows - Years Ended December 31,
      1998, 1997 and 1996..........................................      F-6

Notes to Consolidated Financial Statements........................       F-7


Consolidated Financial Statement Schedules:

 II  Condensed Balance Sheets (Parent Company Only)...............       S-1

 II  Condensed Statements of Income (Parent Company
       Only)......................................................       S-2

 II  Condensed Statements of Cash Flows (Parent
       Company Only)..............................................       S-3

III  Supplemental Insurance Information...........................       S-4

 IV  Reinsurance..................................................       S-5


All schedules not included are omitted because they are either not
applicable or because the information required therein is included in
the Notes to Consolidated Financial Statements.

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Presidential Life Corporation
Nyack, New York 10960

We have audited the accompanying consolidated balance sheets of
Presidential Life Corporation and subsidiaries ("the Company") as of
December 31, 1998 and 1997 and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years
in the period ended December 31, 1998.  Our audits also included the
consolidated financial statement schedules listed in the foregoing Table
of Contents.  These financial statements and financial statement
schedules are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
and financial statement schedules based on our audits.

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

In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of
December 31, 1998 and 1997 and the results of its operations and its
cash flows for each of the three years in the period ended December 31,
1998 in conformity with generally accepted accounting principles.  Also,
in our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.


DELOITTE & TOUCHE LLP

New York, New York
February 16, 1999

<PAGE>

<TABLE>

               PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share data)

                                                    December 31
                                               1998             1997

<S>                                         <C>               <C>

ASSETS:
Investments:
 Fixed maturities:
     Available for sale                     $1,951,454        $1,909,924
 Common stocks                                  34,240            45,773
 Mortgage Loans                                 17,038            17,865
 Real Estate                                       415               417
 Policy Loans                                   17,879            18,120
 Short-term investments                        227,890           264,098
 Other invested assets                         244,097           208,162
        Total investments                    2,493,013         2,464,359

Cash and cash equivalents                        1,407            13,480
Accrued investment income                       24,309            28,167
Amounts due from security transactions          20,170                 0
Federal income tax recoverable                   4,740                 0
Deferred policy acquisition costs               40,283            37,685
Furniture and equipment, net                       693               567
Amounts due from reinsurers                      8,700             8,249
Other assets                                     9,402             1,222
Assets held in separate account                  4,082             4,612
          TOTAL ASSETS                      $2,606,799        $2,558,341

LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Policy Liabilities:
 Policyholders' account balances            $1,314,784        $1,280,900
 Future policy benefits:
     Annuity                                   400,717           380,109
     Life and accident and health               52,270            50,848
 Other policy liabilities                        3,261             3,124
        Total policy liabilities             1,771,032         1,714,981
Dollar repurchase agreements                   148,651           205,202
Repurchase agreements                           24,402                 0
Notes payable                                   50,000            50,000
Short-term note payable                         23,000            20,000
Deposits on policies to be issued                1,939             2,436
Deferred federal income taxes                   40,815            46,575
General expenses and taxes accrued               6,471             7,074
Other liabilities                               13,163             4,807
Liabilities related to separate account          4,082             4,612
        Total liabilities                    2,083,555         2,055,687

Shareholders' Equity:
 Capital stock ($.01 par value, authorized
     100,000,000 shares, issued and outstanding
     31,731,214 shares in 1998 and 32,621,549
     shares in 1997)                               318               326
 Additional paid-in-capital                      1,268            18,274
 Accumulated other comprehensive income         69,037            71,540
 Retained earnings                             452,621           412,514
        Total Shareholders' Equity             523,244           502,654

        TOTAL LIABILITIES AND SHAREHOLDERS'
            EQUITY                          $2,606,799        $2,558,341


The accompanying notes are an integral part of these Consolidated
Financial Statements.

</TABLE>

<PAGE>

<TABLE>

                PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands, except share data)


                                                 Years Ended December 31
                                          1998          1997           1996

<S>                                  <C>            <C>            <C>

REVENUES:
 Insurance revenues:
   Premiums                          $     4,086    $      3,976   $     4,244
   Annuity considerations                 28,140          19,655         8,461
   Universal life and investment
      type policy fee income               2,100           1,988         2,090
 Net investment income                   187,155         191,818       186,180
 Realized investment gains                17,185          26,039        20,020
 Other income                              3,540           4,228         2,679
          TOTAL REVENUES                 242,206         247,704       223,674

BENEFITS AND EXPENSES:
 Death and other life insurance
   benefits                                7,612           7,236         6,887
 Annuity benefits                         40,697          37,867        36,510
 Interest credited to policyholders'
   account balances                       76,776          76,202        75,252
 Interest expense on notes payable         7,124           5,850         5,049
 Other interest and other charges            274             445           330
 Increase in liability for
   future policy benefits                 21,051          15,248         5,281
 Commissions to agents, net                4,780           4,357         3,215
 General expenses and taxes               14,522          12,813        13,944
 Decrease (increase) in deferred
   policy acquisition costs               (2,375)         (2,872)          849
          TOTAL BENEFITS AND
             EXPENSES                    170,461         157,146       147,317

Income before income taxes                71,745          90,558        76,357

Provision (benefit) for income taxes:
 Current                                  26,902          31,165        23,199
 Deferred                                 (4,381)         (1,899)       (1,363)
                                          22,521          29,266        21,836

NET INCOME                           $    49,224     $    61,292   $    54,521

Weighted average number of shares
outstanding during the year           32,073,388      32,734,733    33,184,294

Earnings per common share            $      1.53     $      1.87   $      1.64


The accompanying notes are an integral part of these Consolidated Financial
Statements.

</TABLE>

<PAGE>

<TABLE>

                  PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
               FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                                           Accumulated
                                Additional                 Other
                     Capital    Paid-in-     Retained      Comprehensive
                     Stock      Capital      Earnings      Income        Total

<S>                  <C>        <C>          <C>           <C>         <C>

Balance at
January 1, 1996      $ 335      $30,130      $308,863      $ 61,732    $401,060

Comprehensive Income:

Net income                                     54,521                    54,521

Net Unrealized Investment
Gains (Losses)                                              (21,438)    (21,438)

Comprehensive Income                                                     33,083

Purchase and Retirement
of Stock                (7)      (7,031)                                 (7,038)

Issuance of Shares
under Stock Option
Plan                     2          924                                     926

Dividends Paid to
Shareholders ($.15 per
share)                                         (4,968)                   (4,968)

Balance at
December 31, 1996      330       24,023       358,416        40,294     423,063

Comprehensive Income:

Net income                                     61,292                    61,292

Net Unrealized Investment
Gains (Losses)                                               31,246      31,246

Comprehensive Income                                                     92,538

Purchase and Retirement
of Stock                (4)      (5,758)                                 (5,762)

Issuance of Shares
under Stock Option
Plan                                  9                                       9

Dividends Paid to
Shareholders ($.22 per
share)                                         (7,194)                   (7,194)

Balance at
December 31, 1997      326       18,274       412,514        71,540     502,654

Comprehensive Income:

Net income                                     49,224                    49,224

Net Unrealized Investment
Gains (Losses)                                               (2,503)     (2,503)

Comprehensive Income                                                     46,721

Purchase and Retirement
of Stock                (8)     (17,060)                                (17,068)

Issuance of Shares
under Stock Option
Plan                                 54                                      54

Dividends Paid to
Shareholders ($.285 per
share)                                         (9,117)                   (9,117)

Balance at
December 31, 1998    $ 318      $ 1,268      $452,621      $ 69,037    $523,244


The accompanying notes are an integral part of these Consolidated
Financial Statements.

</TABLE>

<PAGE>

<TABLE>

                  PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 Years Ended December 31
                                              1998           1997         1996
                                                       (in thousands)

<S>                                        <C>          <C>          <C>

OPERATING ACTIVITIES:
  Net income                               $   49,224   $   61,292   $   54,521
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
      Benefit for deferred income taxes        (4,381)      (1,899)      (1,363)
      Depreciation and amortization             1,037          474          439
      Net accrual of discount on fixed
        maturities                             (8,806)      (4,181)      (1,184)
      Realized investment gains               (17,185)     (26,039)     (20,020)
  Changes in:
    Accrued investment income                   3,858        4,307        1,854
    Deferred policy acquisition costs          (2,375)      (2,872)         849
    Federal income tax recoverable             (4,740)           0          477
    Liability for future policy benefits       22,030       15,777        5,689
    Other items                                (1,629)         436        2,612

        Net Cash Provided by
          Operating Activities                 37,033       47,295       43,928

INVESTING ACTIVITIES:
  Fixed Maturities:
    Available for Sale:
      Acquisitions                           (377,730)    (338,058)    (302,778)
      Sales                                     2,602       29,325       13,713
      Maturities, calls and repayments        333,533      252,383      259,108
  Common Stocks:
    Acquisitions                              (12,880)     (18,722)     (15,663)
    Sales                                      46,435       68,377       54,369
  Decrease (increase) in short-term
    investments and policy loans               36,449      (24,112)     (46,884)
  Other Invested Assets:
    Additions to other invested assets        (93,837)    (110,760)     (62,045)
    Distributions from other invested
       assets                                  57,902       78,701       36,274
  Purchase of property and equipment             (289)        (409)        (154)
  Mortgage loan on real estate                    827          757          393
  Amounts due from security transactions      (20,170)           0            0

      Net Cash Used in
        Investing Activities                  (27,158)     (62,518)     (63,667)

FINANCING ACTIVITIES:
  Proceeds from Dollar Repurchase
     Agreements                             2,115,345    2,429,540    2,308,967
  Repayment of Dollar Repurchase
     Agreements                            (2,171,896)  (2,425,221)  (2,268,500)
  Proceeds from Reverse Repurchase
     Agreements                                24,402            0            0
  Proceeds from line of credit                  3,000       15,000        5,000
  Increase (decrease) in policyholders'
    account balances                           33,884       20,355       (9,353)
  Repurchase of common stock                  (17,069)      (5,762)      (7,038)
  Deposits on policies to be issued              (497)       1,166       (1,677)
  Dividends paid to shareholders               (9,117)      (7,194)      (4,967)

      Net Cash Provided by (Used in)
        Financing Activities                  (21,948)      27,884       22,432

  Increase (Decrease) in Cash and Cash
    Equivalents                               (12,073)      12,661        2,693

Cash and Cash Equivalents at Beginning
  of Year                                      13,480          819       (1,874)

Cash and Cash Equivalents at End
  of Year                                  $    1,407   $   13,480   $      819
Supplemental Cash Flow Disclosure:

Income Taxes Paid                          $   33,500   $   27,700   $   27,303

Interest Paid                              $    6,216   $    5,508   $    4,750


The accompanying notes are an integral part of these Consolidated
Financial Statements.

</TABLE>

<PAGE>

            PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A.  Business

          Presidential Life Corporation ("the Company"), through its
wholly-owned subsidiary Presidential Life Insurance Company ("the Insurance
Company"), is engaged in the sale of life insurance and annuities.

     B.  Basis of Presentation and Principles of Consolidation

          The accompanying consolidated financial statements have been prepared
in conformity with generally accepted accounting principles ("GAAP").  
Intercompany transactions and balances have been eliminated in consolidation.
Certain amounts have been reclassified to conform to the current year's
presentation.  The preparation of financial statements in conformity with
generally accepted accounting principles requires that management make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results could
differ from those estimates.  The Company has one reportable operating
segment and therefore, no additional disclosures are required under
Statement of Financial Accounting Standards No. 131 "Disclosures About
Segments of an Enterprise and Related Information".  Operating segments are
defined as components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in
assessing performance.

     C.  Investments

          Fixed maturity investments available for sale represent investments
which may be sold in response to changes in various economic conditions.
These investments are carried at estimated market value and net unrealized
gains (losses), net of the effects of amortization of deferred policy
acquisition costs and deferred Federal income taxes are credited or charged
directly to shareholders' equity, unless a decline in market value is
considered to be other than temporary in which case the investment
is reduced to its net realizable value.  Equity securities include common
stocks and non-redeemable preferred stocks and are carried at estimated
market, with the related unrealized gains and losses, net of deferred
income tax effect, if any, charged or credited directly to shareholders'
equity, unless a decline in market value is deemed to be other than
temporary in which case the investment is reduced to its net realizable value.

          "Other invested assets" are recorded at the lower of cost or
market, or equity as appropriate, and primarily include interests in limited
partnerships, which principally are engaged in real estate, international
opportunities, acquisitions of private growth companies, debt restructuring
and merchant banking.  In general, risks associated with such limited
partnerships include those related to their underlying investments (i.e.,
equity securities, debt securities and real estate), plus a level
of illiquidity, which is mitigated by the ability of the Company to take
annual distributions of partnership earnings.  To evaluate the
appropriateness of the carrying value of a limited partnership interest,
management maintains ongoing discussions with the investment manager and
considers the limited partnership's operation, its current and near term
projected financial condition, earnings capacity, and distributions
received by the Company during the year.  Because it is not practicable
to obtain an independent valuation for each limited partnership interest,
for purposes of disclosure the market value of a limited partnership
interest is estimated at book value.  Management believes that the net
realizable value of such limited partnership interests, in the aggregate,
exceeds their related carrying value as of December 31, 1998 and 1997.
As of December 31, 1998, the Company was committed to contribute, if
called upon, an aggregate of approximately $77.2 million of additional
capital to certain of these limited partnerships.

<PAGE>

          In evaluating whether an investment security or other investment
has suffered an impairment in value which is deemed to be "other than
temporary", management considers all available evidence.  When a decline in
the value of an investment security or other investment is considered to
be other than temporary, the investment is reduced to its net realizable
value, (which contemplates the price that can be obtained from the sale
of such asset in the ordinary course of business) which becomes the new
cost basis.  The amount of reduction is recorded as a realized loss.
A recovery from the adjusted cost basis is recognized as a realized gain
only at sale.

          The Company participates in "dollar roll" repurchase agreement
transactions to enhance investment income.  Dollar roll transactions involve
the sale of certain mortgage backed securities to a holding institution and
a simultaneous agreement to purchase substantially similar securities for
forward settlement at a lower dollar price.  The proceeds are invested in
short-term securities at a positive spread until the settlement date of
the similar securities.  During this period, the holding institution
receives all income and prepayments for the security.  Dollar roll
repurchase agreement transactions are treated as financing transactions
for financial reporting purposes.

          Realized gains and losses on disposal of investments are determined
for fixed maturities and equity securities by the specific-identification
method.

          Investments in short-term securities, which consist primarily of
United States Treasury Notes and corporate debt issues maturing in less than
one year, are recorded at amortized cost which approximates market.  Mortgage
loans are stated at their amortized indebtedness.  Policy loans are stated at
their unpaid principal balance.

          The Company's investments in real estate include two buildings in
Nyack, New York, which are occupied entirely by the Company.  The
investments are carried at cost less accumulated depreciation.  Depreciation
has been provided on a straight line basis at the rate of 4% per annum for
one building and 5% per annum for the other.  Accumulated depreciation
amounted to $206,800 and $204,400 at December 31, 1998 and 1997,
respectively, and related depreciation expense for the years ended
December 31, 1998, 1997 and 1996 was $2,400, $3,200 and $3,200, respectively.

     D.  Furniture and Equipment

          Furniture and equipment is carried at cost and depreciated on a
straight line basis over a period of five to ten years except for
automobiles which are depreciated over a period of three years.  Accumulated
depreciation amounted to $377,400 and $219,300 at December 31, 1998 and
1997, respectively, and related depreciation expense for the years ended
December 31, 1998, 1997 and 1996 was $160,900,
$163,700 and $187,200, respectively.

     E.  Recognition of Insurance Income and Related Expenses

          Premiums from traditional life and annuity policies with life
contingencies are recognized generally as income over the premium paying
period.  Benefits and expenses are matched with such income so as to result
in the recognition of profits over the life of the contracts.  This matching
is accomplished by means of the provision for liabilities for future policy
benefits and the deferral and subsequent amortization of policy acquisition
costs.

          For contracts with a single premium or a limited number of
premium payments due over a significantly shorter period than the total
period over which benefits are provided ("limited payment contracts"),
premiums are recorded as income when due with any excess profit deferred
and recognized in income in a constant relationship to insurance in force
or, for annuities, the amount of expected future benefit payments.

<PAGE>

     E.  Recognition of Insurance Income and Related Expenses - continued  

          Premiums from universal life and investment-type contracts are
reported as deposits to policyholders' account balances.  Revenues from
these contracts consist of amounts assessed during the period against
policyholders' account balances for mortality charges and surrender charges.
Policy benefits and claims that are charged to expense include benefit
claims incurred in the period in excess of related policyholders' account
balances and interest credited to policyholders' account balances.

          For the years ended December 31, 1998, 1997, and 1996, approximately 
58.1%, 67.3% and 78.3%, respectively, of premiums from traditional life,
annuity, universal life and investment-type contracts received by the
Company were attributable to sales to annuitants and policyholders residing
in the State of New York.

     F.  Deferred Policy Acquisition Costs

          The costs of acquiring new business (principally commissions, certain
underwriting, agency and policy issue expenses), all of which vary with and are
primarily related to the production of new business, have generally been
deferred.  When a policy is surrendered, the remaining unamortized cost is
written off.  Deferred policy acquisition costs are subject to recoverability
testing at time of policy issue and loss recognition testing at the end of
each year.

          For immediate annuities with life contingencies, deferred policy
acquisition costs are amortized over the life of the contract, in proportion to
expected future benefit payments.

          For traditional life policies, deferred policy acquisition costs are
amortized over the premium paying periods of the related policies using
assumptions that are consistent with those used in computing the liability
for future policy benefits.  Assumptions as to anticipated premiums are
estimated at the date of policy issue and are consistently applied during
the life of the contracts.  For these contracts the amortization periods
generally are for the scheduled life of the policy, not to exceed 30 years.

          Deferred policy acquisition costs are amortized over periods ranging
from 15 to 25 years for universal life products and investment-type products
as a constant percentage of estimated gross profits arising principally from
surrender charges and interest and mortality margins based on historical and
anticipated future experience, updated regularly.  The effects of revisions
to reflect actual experience on previous amortization of deferred policy
acquisition costs, subject to the limitation that the accrued interest on
the deferred acquisition costs balance may not exceed the amount of
amortization for the year, are reflected in earnings in the period estimated
gross profits are revised.

          Unamortized deferred policy acquisition costs for the years ended
December 31, 1998 and 1997 are summarized as follows:

<TABLE>
                                              1998           1997
                                               (in thousands)

     <S>                                    <C>            <C>

     Balance at the beginning of year       $37,685        $39,783
     Current year's costs deferred            8,706          9,783
         Total                               46,391         49,566
     Less, amortization for the year          6,293          6,581
         Total                               40,098         42,985
     Change in amortization (benefit)
         related to unrealized gain
         (loss) in investments                 (185)         5,300
     Balance at the end of the year         $40,283        $37,685

</TABLE>

<PAGE>

     G.  Future Policy Benefits

          Future policy benefits for traditional life insurance policies are
computed using a net level premium method on the basis of actuarial
assumptions as to mortality, persistency and interest established at policy
issue.  Assumptions established at policy issue as to mortality and
persistency are based on anticipated experience which, together with
interest and expense assumptions, provide a margin for adverse deviation. 
Benefit liabilities for deferred annuities during the accumulation period
are equal to accumulated contractholders' fund balances and after
annuitization are equal to the present value of expected future payments.
During the three years in the period ended December 31, 1998, interest
rates used in establishing such liabilities range from 4.5% to 11% for
life insurance liabilities and from 5.5% to 13.60% for annuity liabilities.

     H.  Policyholders' Account Balances

          Policyholders' account balances for universal life and investment-type
contracts are equal to the policy account values.  The policy account values
represent an accumulation of gross premium payments plus credited interest
less mortality and expense charges and withdrawals.

<TABLE>

          These account balances are summarized as follows:

                                            1998          1997         1996
                                                     (in thousands)

<S>                                      <C>           <C>          <C>

Account balances at beginning of year    $1,280,900    $1,260,545   $1,269,898
Additions to account balances               209,601       209,568      190,559
         Total                            1,490,501     1,470,113    1,460,457
Deductions from account balances            175,717       189,213      199,912

Account balances at end of year          $1,314,784    $1,280,900   $1,260,545

</TABLE>

          Interest rates credited to account balances ranged from 4% to 12.5%
in 1998, 1997 and 1996.

     I.  Federal Income Taxes

          The Company and its subsidiaries file a consolidated Federal income
tax return.  The asset and liability method in recording income taxes on all
transactions that have been recognized in the financial statements is used.
Deferred taxes are adjusted to reflect tax rates at which future tax
liabilities or assets are expected to be settled or realized.

     J.  Separate Accounts

          Separate Accounts are established in conformity with New York State
Insurance Law and represent funds for which investment income and investment
gains and losses accrue to the policyholders.  Assets and liabilities
(stated at market value) of the Separate Account, representing net deposits
and accumulated net investment earnings less fees, held primarily for the
benefit of contractholders, are shown as separate captions in the
consolidated balance sheets.

          Deposits to the Separate Account are reported as increases in
Separate Account liabilities and are not reported in revenues.  Mortality,
policy administration and surrender charges to the Separate Account are
included in revenues.

<PAGE>

     K.  Earnings Per Common Share

          The Financial Accounting Standards Board ("FASB") issued Statement
No. 128, "Earnings Per Share" (SFAS No. 128) which specifies the computation,
presentation and disclosure requirements of earnings per share for entities
with publicly held common stock and potential common stock.  Earnings per
share (EPS) presented on the face on the consolidated income statement has
been calculated to reflect the adoption of SFAS No. 128 by the Company.
Basic EPS is computed based upon the weighted average number of common
shares outstanding during the year.  Diluted EPS is computed based upon the
weighted average number of common shares including contingently issuable
shares and other dilutive items.  The weighted average number of common
shares used to compute diluted EPS for the year ended December 31, 1998 and
1997 was 32,073,388 and 32,736,202, respectively.  The dilution from the
potential exercise of stock options outstanding did not change basic EPS.

     L.  Cash and Cash Equivalents

          Cash and cash equivalents includes cash on hand and amounts due
from banks with an original maturity of three months or less.

     M.  New Accounting Pronouncements

          In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133).  SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value.  It also establishes specific conditions that
must be met in order for a derivative to be recognized as a hedge of
certain exposures.  The Company has not yet completed its analysis to
determine the impact of this statement on the Company's financial
statements.  SFAS 133 is effective for fiscal years beginning after
June 15, 1999.


2.  INVESTMENTS

     The following information summarizes the components of net investment
income and realized investment gains (losses).

<TABLE>

Net Investment Income:
                                   Year Ended December 31
                                 1998       1997        1996
                                        (in thousands)

<S>                            <C>         <C>         <C>

Fixed maturities               $141,483    $134,740    $132,467
Common stocks                     1,621       1,341       1,315
Short-term investments           16,537      14,368      14,226
Other investment income          33,281      48,797      44,141
                                192,922     199,246     192,149

Less investment expenses          5,767       7,428       5,969

Net investment income          $187,155    $191,818    $186,180

</TABLE>

<PAGE>

2.  INVESTMENTS - CONTINUED

     There were no fixed maturities which were non-income producing for more
than twelve months at December 31, 1998, 1997 and 1996.

<TABLE>

Realized Investment Gains (Losses):

                               Year Ended December 31,
                            1998        1997        1996
                                   (in thousands)

<S>                       <C>         <C>         <C>

Fixed maturities          $  3,144    $ 12,080    $  6,735
Common stocks               14,041      13,959      13,285
Total realized gains
 on investments           $ 17,185    $ 26,039    $ 20,020

Unrealized Investment Gains (Losses):

                               Year Ended December 31,
                            1998        1997       1996
                                   (in thousands)
Fixed maturities          $110,178    $109,995    $ 61,931
Common stocks                9,525      13,752       8,438
Unrealized investment
  gains                   $119,703    $123,747    $ 70,369
Amortization of deferred
  acquisition costs        (13,492)    (13,686)     (8,378)
Deferred federal income
  taxes                    (37,174)    (38,521)    (21,697)
Net unrealized investment
  gain                      69,037      71,540      40,294
Change in net unrealized
  investment gains        $ (2,503)   $ 31,246    $(21,438)

</TABLE>

     The change in unrealized investment gains (losses) shown above resulted
primarily from changes in general economic conditions which directly
influenced investment security markets.  These changes were also impacted
by writedowns of investment securities for declines in market values deemed
to be other than temporary.

<TABLE>

     The following tables provide additional information relating to
investments held by the Company:

December 31, 1998:

AVAILABLE FOR SALE:
                              Amortized     Gross Unrealized       Market
Type of Investment            Cost         Gains      Losses       Value 
                                             (in thousands)

<S>                           <C>          <C>         <C>         <C>

Fixed Maturities:
Bonds and Notes:
 United States government
   and government agencies
   and authorities            $  387,430   $ 20,361    $   (111)   $  407,680
 States, municipalities and
   political subdivisions         26,707      4,153           0        30,860
 Foreign governments              12,100      1,950           0        14,050
 Public utilities                139,013     12,076           0       151,089
 All other corporate bonds     1,069,931     85,409      (6,816)    1,148,524
Preferred stocks, primarily
 corporate                       206,095      6,254     (13,098)      199,251
Total Fixed Maturities:       $1,841,276   $130,203    $(20,025)   $1,951,454

Common Stocks                 $   24,715   $ 10,065    $   (540)   $   34,240

</TABLE>

<PAGE>

2.  INVESTMENTS - CONTINUED

<TABLE>

December 31, 1997:

AVAILABLE FOR SALE:
                              Amortized    Gross Unrealized        Market
Type of Investment            Cost        Gains      Losses         Value 
                                          (in thousands)

<S>                          <C>          <C>        <C>           <C>

Fixed Maturities:
Bonds and Notes:
 United States government
   and government agencies
   and authorities           $  518,997   $ 21,815   $   (256)     $  540,556
 States, municipalities and
   political subdivisions        26,709      3,574          0          30,283
 Foreign governments             12,160      2,190          0          14,350
 Public utilities               189,555     14,142       (425)        203,272
 All other corporate bonds      855,347     74,441     (5,908)        923,880
Preferred stocks, primarily
 corporate                      197,161      8,047     (7,625)        197,583
Total Fixed Maturities:      $1,799,929   $124,209   $(14,214)     $1,909,924

Common Stocks                $   32,021   $ 14,202   $   (450)     $   45,773

</TABLE>

     The estimated fair value of fixed maturities available for sale at
December 31, 1998, by contractual maturity, are as follows.  Expected
maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without penalties.

                                            Market Value
                                           (in thousands)

Due in one year or less                      $   40,590
Due after one year through five years           152,048
Due after five years through ten years           74,735
Due after ten years                           1,484,830
Total debt securities                         1,752,203
Preferred stock                                 199,251

Total                                        $1,951,454

     Proceeds from sales of fixed maturities during 1998, 1997 and 1996 were
$527.5 million, $718.4 million and $757.7 million, respectively.  During
1998, 1997 and 1996, respectively, gross gains of $9.0 million, $16.4 million
and $7.3 million and gross losses of $1.0 million, $4.5 million and $7.2
million were realized on those sales.

     During 1996, the Company restructured or modified the terms of certain
fixed maturity investments.  Certain of these restructures included debt for
equity exchanges.  The fixed maturity portfolio, based on carrying value,
includes $8.6 million at December 31, 1996 of such restructured securities.
These restructures and modifications had no significant impact on gross
interest income on these fixed maturities (which is included in net
investment income).  During 1998 and 1997, the Company did not restructure
or modify the terms of any fixed maturity investments.

     As of December 31, 1998, the Company's mortgage loans were
collateralized by commercial office buildings in New York and Pennsylvania.

     There were no investments owned in any one issuer that aggregate 10% or
more of shareholders' equity as of December 31, 1998.

<PAGE>

2.  INVESTMENTS - CONTINUED

     As of December 31, 1998 securities with a carrying value of approximately
$5.8 million were on deposit with various state insurance departments to comply
with applicable insurance laws.

     As part of a proposed rehabilitation plan for Fidelity Mutual Life
Insurance Company ("Fidelity"), on January 11, 1995 the Insurance Company
signed a definitive purchase agreement with the Pennsylvania Insurance
Commissioner and Fidelity to invest up to $45 million for a minority
(49.9%) stake in a Fidelity subsidiary insurance holding company.  In
addition, the Company had agreed to purchase $25 million of Senior
Notes of such company.

     The Company was informed by the Pennsylvania Insurance Commissioner that in
response to the significant improvement in the invested assets of Fidelity, she
has reopened the process to select an equity investor for the
recapitalization and rehabilitation of Fidelity.  The Company disagreed with
the Insurance Commissioner's actions and commenced litigation which was
settled in the second quarter of 1997.  As part of the settlement, the
Company received $1.7 million.

3.  NOTES PAYABLE

     Notes payable at December 31, 1998 and 1997 consist of $50 million,
9 1/2% senior notes due December 15, 2000.  Interest is payable June 15
and December 15.  Debt issue costs were amortized on the interest method
over the term of the notes.  As of December 31, 1998, there were no
unamortized costs.  There are no principal payments required for the senior
notes until the total principal is due on December 15, 2000.  The senior
notes are callable after December 14, 1998.

     The indenture governing the senior notes contains covenants relating to
limitations on additional indebtedness, restricted payments, liens and sale
or issuance of capital stock of the Insurance Company.  In the event the
Company violates such covenants as defined in the indenture, the Company is
obligated to offer to repurchase 25% of the outstanding principal amount of
such notes.  The Company believes that it is in compliance with all of the
covenants.

     The short-term note payable is a bank line of credit in the amount
of $25,000,000 and provides for interest on borrowings based on market
indices.  At December 31, 1998 and 1997 the Company had $23,000,000 and
$20,000,000 outstanding, respectively.  The short-term note payable
outstanding at December 31, 1998 and 1997 had a weighted average interest
rate of 6.469% and 6.625%, respectively.

     The Company filed a registration statement with the Securities and
Exchange Commission covering up to $100 million aggregate principal amount
of senior notes ("New Senior Notes").  The net proceeds from the sale of
such offering are expected to be used to retire existing indebtedness and
for general corporate purposes.  The Company expects to complete the
offering during February of 1999.

     In connection with the offering of the New Senior Notes, the Company
entered into a forward treasury lock agreement with a creditworthy financial
institution pursuant to which the Company will make or receive,
respectively, payments in respect of an aggregate notional principal
amount of $100 million depending upon whether the interest rate for ten-year
Treasury Notes in effect on the settlement date has increased or declined
during the term of the agreement.  The amount of any unrecognized gain or
loss is recognized in the financial statements and fluctuates with the
ten-year Treasury Note.  At December 31, 1998, the agreement had an
unrealized loss of $9.1 million. On the settlement date, the unrecognized
loss will be capitalized and amortized over the term of the New Senior
Notes as an increase in interest expense.

<PAGE>

4.  SHAREHOLDERS' EQUITY

     The Company is authorized to issue 100,000,000 shares of its $.01 par
value Common Stock.  At December 31, 1998 31,731,214 shares were outstanding
and at December 31, 1997 32,621,549 shares were outstanding.

     During 1998, the Company's Board of Directors increased the quarterly
dividend rate to $.075 per share.  During 1998, 1997 and 1996, the Company
purchased and retired 896,900, 372,300 and 724,000 shares of common stock,
respectively.  The Company is authorized pursuant to a resolution of the
Board of Directors to purchase an additional 335,300 shares of common stock.

     Payment of dividends to the Company by the Insurance Company are
effectively restricted by the provisions of the New York Insurance Law
("Insurance Law").  All dividend payments are subject to the review and
disapproval by the New York Insurance Department.  Under the New York State
Insurance Law, the New York Superintendent has broad discretion to determine
whether the financial condition of a stock life insurance company would
support the payment of dividends to its shareholders.

     The New York Insurance Department has established informal guidelines
for the Superintendent's determinations which focus upon, among other
things, the overall financial condition and profitability of the insurer
under statutory accounting practices.  During 1998, 1997 and 1996, the
Insurance Company paid dividends of $49.4 million, $24.8 million and
$15 million, respectively, to the Company.

<TABLE>

Other Comprehensive Income

For the years ended                                         Tax        After-
December 31,                                      Pre-Tax   Expense/   Tax
                                                  Amount    (Benefit)  Amount
                                                         (in thousands)

<S>                                              <C>         <C>       <C>

1998
Unrealized gain on investment securities:
  Unrealized holding gains arising during year   $ 15,739    $ 5,509   $10,230
  Less: reclassification adjustment for gains
     realized in net income                        17,185      4,452    12,733

Net unrealized investment gains (losses)         $ (1,446)   $ 1,057   $(2,503)

1997
Unrealized gain on investment securities:
  Unrealized holding gains arising during year   $74,757     $26,165   $ 48,592
  Less: reclassification adjustment for gains
     realized in net income                       26,039       8,693     17,346

Net unrealized investment gains (losses)         $48,718     $17,472   $ 31,246

1996
Unrealized gain (loss) on investment securities:
  Unrealized holding gains (losses) arising
     during year                                 $(5,342)    $(1,870)  $ (3,472)
  Less: reclassification adjustment for gains
     realized in net income                       20,020       2,054     17,966

Net unrealized investment gains (losses)         $(25,362)   $(3,924)  $(21,438)

</TABLE>

<PAGE>

5.  EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS

     (a)  Employee Retirement Plan

     The Company has a noncontributory defined benefit pension plan covering all
eligible employees.  The Company is both sponsor and administrator of this
plan.  The plan provides for pension benefits based on average pay and years
of service.

<TABLE>
                                              Year Ended December 31,
                                                1998           1997
                                                  (in thousands)

     <S>                                        <C>         <C>

     Change in benefit obligation
     Benefit obligation (beginning of year)     $ 5,923     $ 5,269
     Service cost                                   438         436
     Interest cost                                  388         370
     Actuarial (gain)/loss                         (334)         50
     Benefits paid                                 (437)       (202)
     Benefit obligation (end of year)             5,978       5,923

     Change in Plan assets
     Fair value of assets (beginning of year)     4,558       4,444
     Actual return on plan assets                   287         266
     Employer contribution                          299          50
     Benefits paid                                 (437)       (202)
     Fair value of assets (end of year)           4,707       4,558

     Funded status                               (1,272)     (1,365)
     Unrecognized transition amount                 140         167
     Unrecognized net actuarial loss               (824)       (619)
     Prepaid (accrued) benefit cost             $(1,956)    $(1,816)

     Weighted average assumptions

     Discount rate                                7.00%        7.00%
     Expected return on assets                    7.50         7.50
     Rate of compensation increase                3.00         3.00

     Components of net periodic benefit cost
     Service cost                               $   438     $   436
     Interest cost                                  388         370
     Expected return on assets                     (350)       (343)
     Amortization of prior service cost              28          28
     Recognized net actuarial loss                  (65)        (12)
     Net periodic benefit cost                  $   439     $   479

</TABLE>

     (b)  Employee Savings Plan

     The Company adopted an Internal Revenue Code (IRC) Section 401(k) plan for
its employees effective January 1, 1992.  Under the plan, participants may
contribute up to a maximum of 15% of their pre-tax earnings or the dollar
limit as prescribed by IRC Section 415(d).  A portion of participants'
pre-tax earnings may be matched by the Company.  For the years ended
December 31, 1998, 1997 and 1996, the Company's contribution was
approximately $43,300, $43,700 and $40,500, respectively.

<PAGE>

5.  EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS - CONTINUED

     (c)  Employee Stock Option Plan

     The Company has adopted an incentive stock option plan recommended by
the Board of Directors and approved by the shareholders.  This plan grants
options to purchase up to 1,000,000 shares of common stock of the Company
to officers and key employees.  Option prices are 100% of the fair market
value at date of grant.  The following schedule shows all options granted,
exercised, expired and exchanged under the Company's Incentive Stock
Option Plan as of December 31, 1998.

<TABLE>

     Information relating to the options is as follows:

                                                 Option Price
                                           Number      Amount        Total
                                           of Shares   Per Share     Price

        <S>                                <C>          <C>         <C>

        Outstanding, January 1, 1996        221,621     $ 5.47      $1,212,000
          Granted                            44,400       9.69         430,125
          Exercised                        (170,433)      4.88        (830,861)
          Cancelled                         (46,188)      7.20        (332,516)

        Outstanding, December 31, 1996       49,400     $ 9.08      $  448,748
          Granted                            66,150      17.49       1,180,706
          Exercised                          (1,014)      9.69          (9,826)
          Cancelled                          (2,525)     12.43         (31,398)

        Outstanding, December 31, 1997      112,011     $14.20      $1,588,230
          Granted                            80,700     18.125       1,462,688
          Exercised                          (6,565)      8.29         (54,402)
          Cancelled                         (10,886)     14.54        (158,328)

        Outstanding, December 31, 1998      175,260     $16.19      $2,838,188

</TABLE>

     At December 31, 1998, 34,005 options for shares of common stock were
exercisable.

     The Company applies Accounting Principles Board Opinion No. 25 and
related Interpretations in accounting for its stock option plan.  Accordingly,
no compensation cost has been recognized for its fixed stock option plan.
Had compensation cost for the Company's stock option plan been determined
based on the fair value at the grant dates for awards under the plan
consistent with the method of FASB Statement 123, the Company's net income
and earnings per common share for the years ended December 31, 1998 and 1997
would have been reduced to the pro forma amounts indicated below:

          Net income (in thousands)          Year Ended December 31,
                                               1998      1997

               As reported                   $49,224   $61,292
               Pro forma                      49,114    61,188

          Earnings per common share

               As reported                   $1.53       $1.87
               Pro forma                      1.53        1.87

     The fair value of options granted under the Company's fixed stock option
 plan during 1998 was estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used:
dividend yield of 1.51%, expected volatility of 51.0%, risk free interest
rate of 7.0%, and expected lives of 4 years.

<PAGE>

6.  INCOME TAXES

     The following is a reconciliation of income taxes computed using the
Federal statutory rate with the provision for income taxes for the years
ended December 31,:

<TABLE>
                                                1998      1997        1996
                                                     (in thousands)

        <S>                                   <C>        <C>         <C>

        Provision for income taxes computed
         at Federal statutory rate            $25,111    $31,695     $26,725

        Increase (decrease) in income taxes
         resulting from:
        Utilization of prior unrecognized
         deferred tax asset relating to
         investment losses                       (306)      (868)     (5,767)
        Losses producing no current benefit       784         81       1,590
        Other                                  (3,068)    (1,642)       (712)

         Provision for Federal
         income taxes                         $22,521    $29,266     $21,836

</TABLE>

     The Company provides for deferred income taxes resulting from temporary
differences which arise from recording certain transactions in different years
for income tax reporting purposes than for financial reporting purposes.
The sources of these differences and the tax effect of each were as follows:

<TABLE>
                                             1998       1997      1996
                                                  (in thousands)

        <S>                                 <C>        <C>       <C>

        Deferred policy acquisition costs   $   621    $   341   $  (742)
        Policyholders' account balances         (21)         5      (216)
        Investment adjustments               (1,236)      (481)      135
        Insurance reserves                   (2,422)      (924)   (1,274)
        Other                                (1,323)      (840)     (734)

        Deferred Federal income tax
        benefit                             $(4,381)   $(1,899)  $(1,363)

</TABLE>

     Deferred federal income taxes reflect the net tax effects of (a)
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax
purposes, and (b) operating loss carryforwards.  Significant components of
the Company's net deferred tax (asset) liability as of December 31, 1998
and 1997 are as follows (in thousands): 

<TABLE>
                                                  1998          1997

         <S>                                   <C>           <C>

         Deferred income tax asset:
           Investments                         $ (7,239)     $ (6,003)
           Insurance reserves                    (8,930)       (6,508)
           Operating loss carryforwards          (1,517)       (1,669)
           Other                                   (179)         (249)
                                                (17,865)      (14,429)
           Valuation allowance                    3,904         5,322
           Net deferred income tax asset       $(13,961)     $ (9,107)

         Deferred income tax liability:
           Deferred policy acquisition costs   $ 16,927      $ 16,305
           Net unrealized investment gains       37,174        38,521
           Policyholder account balances             69            90
           Other                                    606           766
         Deferred income tax liability           54,776        55,682
         Net deferred income tax liability     $ 40,815      $ 46,575

</TABLE>

<PAGE>

6.  INCOME TAXES - CONTINUED

     The valuation allowance relates principally to investment writedowns
recorded for financial reporting purposes, which have not been recognized
for income tax purposes, due to the uncertainty associated with their
realizability for income tax purposes. Changes in the valuation allowance for
the years ended December 31, 1998 and 1997 primarily reflect the reduction
in the deferred tax asset as a result of the utilization of previously
unrecognized investment losses.

     Prior to 1984, Federal income tax law allowed life insurance companies
to exclude from taxable income and set aside certain amounts in a tax
memorandum account known as the Policyholder Surplus Account ("PSA").
Under the tax law, the PSA has been frozen at its December 31, 1983
balance of $2,900,000 which may under certain circumstances become taxable
in the future.  The Insurance Company does not believe that any significant
portion of the amount in this account will be taxed in the foreseeable
future.  Accordingly, no provision for income taxes has been made thereon.
If the amount in the PSA were to become taxable, the resulting liability
using current rates would be approximately $1,015,000.

     Under current tax law, there are certain limitations on the utilization
of non-life insurance company losses ("non-life losses") against life
insurance company income ("life income") in a consolidated federal income
tax return.  The utilization of non-life losses against life income in any
year is limited to the lesser of 35 percent of life income or 35 percent
of non-life losses.  Any unutilized balance of non-life losses is carried
over to subsequent tax years.

     The Company has net operating loss carryforwards of approximately
$6,668,000 at December 31, 1998 of which $182,000 expire in 2009;
$2,487,000 in 2010; $1,671,000 in 2011; and $2,328,000 in 2013.

7.  REINSURANCE

     Reinsurance allows life insurance companies to share risks on a case by
case or aggregate basis with other insurance and reinsurance companies.  The
Insurance Company cedes insurance to the reinsurer and compensates the
reinsurer for its assumption of risk.  The maximum amount of individual life
insurance normally retained by the Company on any one life is $50,000 per
policy and $100,000 per life.  The maximum retention with respect to
impaired risk policies typically is the same.  The Insurance Company cedes
insurance primarily on an "automatic" basis, under which risks are ceded to a
reinsurer on specific blocks of business where the underlying risks meet
certain predetermined criteria, and on a "facultative" basis, under which
the reinsurer's prior approval is required on each risk reinsured.

     The reinsurance of a risk does not discharge the primary liability of
the insurance company ceding that risk, but the reinsured portion of the
claim is recoverable from the reinsurer.  The major reinsurance treaties
into which the Insurance Company has entered can be characterized as follows:

     Reinsurance ceded from the Insurance Company to Life Reassurance
Corporation of America and Swiss Re Life & Health America Inc. at
December 31, 1998 and 1997 consists of coinsurance agreements aggregating
face amounts of $203.1 million and $230.6 million, respectively,
representing the amount of individual life insurance contracts that were
ceded to the reinsurers.  The term "coinsurance" refers to an arrangement
under which the Insurance Company pays the reinsurers the gross premiums on
the portion of the policy to be reinsured and the reinsurers grant a ceding
commission to the Insurance Company to cover its acquisition costs plus a
margin for profit.

     Premiums ceded for 1998, 1997 and 1996 amounted to approximately
$4.4 million, $4.5 million, and $4.6 million, respectively.

<PAGE>

8.  STATUTORY FINANCIAL STATEMENTS

     Accounting practices used to prepare statutory financial statements for
regulatory filings of stock life insurance companies differ from GAAP.  Material
differences resulting from these accounting practices include:  deferred policy
acquisition costs, deferred Federal income taxes and statutory non-admitted
assets are recognized under GAAP accounting while statutory investment
valuation reserves are not; premiums for universal life and investment-type
products are recognized as revenues for statutory purposes and as deposits
to policyholders' accounts under GAAP; different assumptions are used in
calculating future policyholders' benefits; and different methods are used
for calculating valuation allowances for statutory and GAAP purposes;
fixed maturities are recorded at market value under GAAP while under statutory
accounting practices they are recorded principally at amortized cost.

     In March 1998, the National Association of Insurance Commissioners
adopted the Codification of Statutory Accounting Principles (Codification).
The Codification, which is intended to standardize regulatory accounting
and reporting for the insurance industry, is proposed to be effective
January 1, 2001.  However, statutory accounting principles will continue
to be established by individual state laws and permitted practices and it
is uncertain when, or if, the state of New York will require adoption
of Codification for the preparation of statutory financial statements.
The Company has not finalized the quantification of the effects of
Codification on its statutory financial statements.

                                   For the years ended December 31,

                                     1998      1997      1996
                                           (in thousands)

     Statutory surplus             $287,286   $296,725   $250,869
     Statutory net income          $ 52,105   $ 57,081   $ 41,972

     
9.  LITIGATION

     From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business.  The Company is
not a party to any legal proceedings, the adverse outcome of which, in
management's opinion, individually or in the aggregate, would have a
material adverse effect on the Company's financial condition or results of
operations.

10.  FAIR VALUE INFORMATION

     The following estimated fair value disclosures of financial instruments
have been determined using available market information, current pricing
information and appropriate valuation methodologies.  If quoted market
prices were not readily available for a financial instrument, management
determined an estimated fair value.  Accordingly, the estimates may not be
indicative of the amounts the Company could have realized in a market
transaction.

     The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable to
estimate that value.

     For fixed maturities and common stocks, estimated fair values were based
primarily upon independent pricing services.  For a limited number of
privately placed securities, where prices are not available from independent
pricing services, the Company estimates market values using a matrix pricing
model, based on the issuer's credit standing and the security's interest rate
spread over U.S. Treasury bonds. 

<PAGE>

10.  FAIR VALUE INFORMATION- CONTINUED

Because it is not practicable to obtain an independent valuation for each
limited partnership interest for purposes of disclosure, the market value of
a limited partnership interest is estimated to approximate the carrying value.
As of December 31, 1998, the Company was committed to contribute, if called
upon, an aggregate of approximately $77.2 million of additional capital to
certain of these limited partnerships.  The market value of short-term
investments, mortgage loans and policy loans is estimated to approximate
the carrying value.  At December 31, 1998, the forward treasury lock
agreement had an unrealized loss of $9.1 million.  See Note 3. 

     Estimated fair values of policyholders' account balances for investment
type products (i.e., deferred annuities, immediate annuities without life
contingencies and universal life contracts) are calculated by projecting the
contract cash flows and then discounting them back to the valuation date at
the appropriate discount rate.  For immediate annuities without life
contingencies, the cash flows are defined contractually.  For all other
products, projected cash flows are based on an assumed lapse rate and
crediting rate (based on the current treasury curve), adjusted for any
anticipated surrender charges. The discount rate is based on the current
duration-matched treasury curve, plus an adjustment to reflect the
anticipated spread above treasuries on investment grade fixed maturity
securities, less an expense and profit spread.

<TABLE>


December 31, 1998                      Carrying Value    Estimated Fair Value
                                               (in thousands)

<S>                                      <C>                <C>

Assets
  Fixed Maturities:
    Available for Sale                   1,951,454          1,951,454
  Common Stock                              34,240             34,240
  Mortgage Loans                            17,038             17,038
  Policy Loans                              17,879             17,879
  Cash and Short-Term Investments          229,297            229,297
  Other Invested Assets                    244,097            244,097

Liabilities
  Policyholders' Account Balances        1,314,784          1,306,665
  Note Payable                              50,000             51,125
  Short-Term Note Payable                   23,000             23,000


December 31, 1997                       Carrying Value    Estimated Fair Value
Assets                                            (in thousands)
  Fixed Maturities:
    Available for Sale                   1,909,924          1,909,924
  Common Stock                              45,773             45,773
  Mortgage Loans                            17,865             17,865
  Policy Loans                              18,120             18,120
  Cash and Short-Term Investments          277,578            277,578
  Other Invested Assets                    208,162            208,162

Liabilities
  Policyholders' Account Balances        1,280,900          1,288,551
  Note Payable                              50,000             52,500
  Short-Term Note Payable                   20,000             20,000

</TABLE>

<PAGE>

11.  QUARTERLY FINANCIAL DATA (UNAUDITED)

     Summarized quarterly financial data is presented below.  Certain amounts
have been reclassified to conform to the current year's presentation.

<TABLE>

                                          Three Months Ended
         1998                March 31     June 30    September 30  December 31
                                    (in thousands, except per share)

    <S>                     <C>           <C>          <C>           <C>

   Premiums and other
    insurance revenues      $10,366       $ 9,929      $ 6,358       $11,213
   Net investment incom      52,422        57,654       35,716        41,363
   Realized investment
    gains                     2,006         7,063        5,018         3,098
   Total revenues            64,794        74,646       47,092        55,674
   Benefits and expenses     44,357        46,265       39,169        40,670
   Net income                13,672        18,497        6,512        10,543

   Earnings per share       $   .42       $   .58      $   .20       $   .33


                                            Three Months Ended
         1997              March 31       June 30   September 30     December 31
                                        (in thousands, except per share)
   Premiums and other
    insurance revenues      $ 6,390       $ 6,637      $ 9,024       $ 7,796
   Net investment income     48,623        49,399       44,444        49,352
   Realized investment
    gains                     2,510         8,503        9,518         5,508
   Total revenues            57,523        64,539       62,986        62,656
   Benefits and expenses     38,951        41,022       40,128        37,045
   Net income                12,548        16,372       16,018        16,354

   Earnings per share       $   .38       $   .50      $   .49       $   .50

</TABLE>

<PAGE>

<TABLE>
                                                  Schedule II

         PRESIDENTIAL LIFE CORPORATION (PARENT COMPANY ONLY)
            CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                            BALANCE SHEETS
                            (in thousands)

                                                  December 31,
                                               1998         1997

<S>                                          <C>           <C>

ASSETS:
  Investment in subsidiaries at equity       $514,431      $512,257
  Cash in bank                                    394            29
  Real estate, net                                 36            38
  Fixed maturities, available for sale         14,524        11,038
  Investments, common stocks                    1,765         2,193
  Short term investments                       24,526         2,695
  Other invested assets                        36,642        42,593
  Amount due from security transactions         4,000             0
  Deferred debt issue costs                         0           874
  Other assets                                 11,598         3,829

        TOTAL ASSETS                         $607,916      $575,546

LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
  Accounts payable, accrued expenses and
     taxes                                   $    148      $    898
  Notes payable, long term                     50,000        50,000
  Short term note payable                      23,000        20,000
  Other liabilities                            11,524         1,994

        TOTAL LIABILITIES                      84,672        72,892

Total Shareholders' Equity                    523,244       502,654

  TOTAL LIABILITIES AND SHAREHOLDERS'
     EQUITY                                  $607,916      $575,546

</TABLE>

<PAGE>

<TABLE>

                                                 Schedule II

        PRESIDENTIAL LIFE CORPORATION (PARENT COMPANY ONLY)
           CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                        STATEMENTS OF INCOME
                           (in thousands)
  
                                             Year Ended December 31,
                                       1998          1997         1996

<S>                                  <C>           <C>          <C> 

REVENUES:
 Income from rents                   $   739       $   739      $   739
 Investment income                     1,289         5,460        3,435
 Realized investment gains (losses)     (302)         (933)       1,932
 Other income                              0           720            0

Total Revenues                         1,726         5,986        6,106

EXPENSES:
 Operating and administrative            816           517        2,459
 Interest                              7,124         5,850        5,049

Total Expenses                         7,940         6,367        7,508

Loss before federal income taxes and
 equity in income of subsidiaries     (6,214)         (381)      (1,402)

Federal income tax benefit              (922)         (926)      (1,667)

Income (loss) before equity in
  income of subsidiaries              (5,292)          545          265

Equity in income of subsidiaries
 before deducting dividends
 received                             54,516        60,747       54,256

Net income                           $49,224       $61,292      $54,521

</TABLE>

<PAGE>

<TABLE>
                                                  Schedule II

            PRESIDENTIAL LIFE CORPORATION (PARENT COMPANY ONLY)
               CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                          STATEMENTS OF CASH FLOWS
                               (in thousands)

                                               Year Ended December 31,
                                               1998        1997         1996 

<S>                                          <C>         <C>          <C>

Operating Activities:
  Net income                                 $49,224     $61,292      $54,521
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Realized investment (gains) losses         302         933       (1,932)
      Depreciation and amortization              876         299          299
      Equity in undistributed profits of
       subsidiary companies                  (54,516)    (60,747)     (54,256)
      Deferred Federal income taxes              159         (99)         609
      Dividends from subsidiaries             50,150      24,800       15,000
  Changes in:
      Accrued investment income                1,561         165       (1,409)
      Accounts payable and accrued expenses     (749)       (536)       1,288
      Other assets and liabilities            (3,738)       (751)       1,308

       Net Cash Provided By
       Operating Activities                   43,269      25,356       15,428

Investing Activities:
  Purchase of fixed maturities                (8,063)     (1,988)      (8,301)
  Sale of fixed maturities                     3,923       1,000        9,016
  Common stock acquisitions                        0           0       (1,529)
  Common stock sales                             302           0        1,974
  Other invested asset additions              (2,138)    (37,846)     (10,760)
  Other invested asset distributions           8,088      10,000            0
  Decrease (increase) in short-term
    investments                              (21,831)      1,394          800

       Net Cash Used In
       Investing Activities                  (19,719)    (27,440)      (8,800)

Financing Activities:
  Dividends to shareholders                   (9,117)     (7,194)      (4,967)
  Proceeds from line of credit                 3,000      15,000        5,000
  Repurchase of common stock                 (17,068)     (5,762)      (7,038)

       Net Cash Used In
       Financing Activities                  (23,185)     (2,044)      (7,005)

       Increase (Decrease) in Cash               365         (40)        (377)

Cash at Beginning of Year                         29          69          446

Cash at End of Year                          $   394     $    29      $    69

</TABLE>

<PAGE>

<TABLE>

PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES                   Schedule III
SUPPLEMENTAL INSURANCE INFORMATION
    (in thousands)


Column A             Column B             Column C               Column D
                                          Future Policy
                                          Benefits,
                                          Losses, Claims,
                     Deferred             Loss Expenses,
                     Policy               and Policy-
                     Acquisition          holder Account         Unearned
Segment              Costs                Balances               Premiums

<S>                  <C>                  <C>                    <C>

Year Ended
December 31, 1998
 Life Insurance      $ 7,716              $  133,189             $0
 Annuity              32,567               1,637,667              0
 Accident and
 Health                    0                      11              0
      Total          $40,283              $1,770,867             $0

Year Ended
December 31, 1997
 Life Insurance      $ 7,647              $  128,994             $0
 Annuity              30,037               1,585,682              0
 Accident and
 Health                    0                      24              2
      Total          $37,684              $1,714,700             $2

Year Ended
December 31, 1996
 Life Insurance      $ 6,466              $  124,766             $0
 Annuity              33,317               1,553,518              0
 Accident and
 Health                    0                      21              2
      Total          $39,783              $1,678,305             $2


Column A             Column E             Column F               Column F-1
                     Other
                     Policy                                      Mortality,
                     Claims                                      Surrender
                     and                                         and Other
                     Benefits             Premium                Charges to
Segment              Payable              Revenue                Policyholders

Year Ended
December 31, 1998
 Life Insurance      $   163              $    4,083             $1,603
 Annuity                   0                  28,140                497
 Accident and
 Health                    0                       3                  0
      Total          $   163              $   32,226             $2,100

Year Ended
December 31, 1997
 Life Insurance      $   281              $    3,973             $1,530
 Annuity                   0                  19,655                458
 Accident and
 Health                    0                       3                  0
      Total          $   281              $   23,631             $1,988

Year Ended
December 31, 1996
 Life Insurance      $   110              $    4,240             $1,488
 Annuity                   0                   8,461                602
 Accident and
 Health                    0                       4                  0
      Total          $   110              $   12,705             $2,090


Column A             Column G             Column H               Column I
                                          Benefits,
                                          Claims, Losses,
                                          Interest
                                          Credited to            Amortization
                                          Account Balances       of Deferred
                     Net                  and                    Policy
                     Investment           Settlement             Acquisition
Segment              Income               Expenses               Costs

Year Ended
December 31, 1998
 Life Insurance      $ 11,325             $   12,950             $  800
 Annuity              175,829                133,198              5,493
 Accident and
 Health                     1                    (12)                 0
      Total          $187,155             $  146,136             $6,293

Year Ended
December 31, 1997
 Life Insurance      $ 11,416             $   12,114             $1,100
 Annuity              180,401                124,431              5,481
 Accident and
 Health                     1                      8                  0
      Total          $191,818                136,553             $6,581

Year Ended
December 31, 1996
 Life Insurance      $ 10,733             $   13,076             $  880
 Annuity              175,445                110,855              6,270
 Accident and
 Health                     2                     (1)                 0

      Total          $186,180             $  123,930             $7,150


Column A             Column J             Column K
                     Other
                     Operating            Premiums
Segment              Expenses             Written

Year Ended
December 31, 1998
 Life Insurance      $ 4,319
 Annuity               6,563
 Accident and
 Health                   26              $3

      Total          $10,908

Year Ended
December 31, 1997
 Life Insurance      $ 2,738
 Annuity               5,405
 Accident and
 Health                   19              $3

      Total          $ 8,162

Year Ended
December 31, 1996
 Life Insurance      $ 4,325
 Annuity               6,836
 Accident and
 Health                   27              $4

      Total          $11,188

</TABLE>

<PAGE>

<TABLE>

PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES             Schedule IV
REINSURANCE  (in thousands)

Column A                        Column B       Column C      Column D     
                                                             Assumed
                                               Ceded to      From
                                Gross          Other         Other        
                                Amount         Companies     Companies

<S>                             <C>            <C>           <C>

Year Ended December 31, 1998
Life Insurance in Force         $  772,806     $ 438,827     $ 453,299

Premiums:
Life Insurance                  $    7,995     $   4,321     $     409
Annuity                             28,140             0             0
Accident and Health Insurance            3             0             0

Total                           $   36,138     $   4,321     $     409

Year Ended December 31, 1997
Life Insurance in Force         $  823,257     $ 476,248     $ 452,480

Premiums:
Life Insurance                  $    8,065     $   4,512     $     420
Annuity                             19,655             0             0
Accident and Health Insurance            3             0             0

Total                           $   27,723     $   4,512     $     420

Year Ended December 31, 1996
Life Insurance in Force         $  864,809     $ 517,484     $ 473,779

Premiums:
Life Insurance                  $    8,292     $   4,518     $     466
Annuity                              8,461             0             0
Accident and Health Insurance            4             0             0

Total                           $   16,757     $   4,518     $     466


Column A                        Column E       Column F
                                               Percentage
                                               of Amount
                                Net            Assumed
                                Amount         to Net

Year Ended December 31, 1998
Life Insurance in Force         $ 787,278      57.58

Premiums:
Life Insurance                      4,083      10.02
Annuity                            28,140          0
Accident and Health Insurance           3          0

Total                           $  32,226

Year Ended December 31, 1997
Life Insurance in Force         $ 799,489      56.60

Premiums:
Life Insurance                  $   3,973      10.57
Annuity                            19,655          0
Accident and Health Insurance           3          0

Total                           $  23,631

Year Ended December 31, 1996
Life Insurance in Force         $ 821,104      57.50

Premiums:
Life Insurance                  $   4,240      10.52
Annuity                             8,461          0
Accident and Health Insurance           4          0

Total                           $  12,705

Note:  Reinsurance assumed consists entirely of Servicemen's Group Life
       Insurance.

</TABLE>