EXHIBIT 10(f)

                              EMPLOYMENT AGREEMENT

     The Agreement is made as of September 1, 1995 between PIONEER FINANCIAL
SERVICES, INC., a Delaware corporation with its principal place of business at
1750 E. Golf Road, Schaumburg, IL 60173 (hereinafter "Pioneer Financial"); and
PETER W. NAUERT, an individual residing at 913 N. Main Street, Rockford, IL
61103 ( "Nauert").

                              W I T N E S S E T H:


     WHEREAS, Pioneer Financial is  an insurance holding company which  has life
and  accident and  health insurance  subsidiaries and  affiliated administrative
service and marketing companies; and

     WHEREAS,  Nauert  is currently  Chairman  and  Chief Executive  Officer  of
Pioneer Financial and Nauert possesses valuable  skills, expertise and abilities
in the life and accident and health insurance business; and

     WHEREAS,  Pioneer Financial is desirous of retaining the services of Nauert
as a key managerial employee; and

     WHEREAS, Nauert desires  to be employed by  Pioneer Financial on  the terms
set forth herein;

     NOW, THEREFORE, for and in consideration of the covenants contained herein,
Pioneer  Financial hereby employs Nauert and Nauert accepts such employment with
Pioneer Financial upon the terms and conditions hereinafter set forth.

     1.   Employment.  Pioneer Financial hereby employs Nauert and Nauert hereby
agrees to  be employed by Pioneer  Financial for a continually  renewing term of
three (3) years commencing on September 1, 1995, and continuing, without further
action on the part of Pioneer  Financial or Nauert, until terminated as provided
herein (the "Term"), to perform the duties set forth herein.

     2.   Duties.  Subject  to the control of the Board  of Directors of Pioneer
Financial, Nauert  shall serve during  the Term as Chairman  and Chief Executive
Officer of Pioneer Financial, and in such capacity shall render such services as
the Board of  Directors of Pioneer Financial shall direct.   In addition, Nauert
shall serve  in such other  offices or capacities  as the Board of  Directors of
Pioneer  Financial may  from time  to time  determine.   Nauert shall  have such
executive powers and authority as may reasonably  be required by him in order to
discharge such duties in an efficient and proper manner.

     3.   Compensation.   Pioneer Financial shall in the aggregate pay to Nauert
for all services to be rendered hereunder:

          (a)  an annual base  salary in an amount of not  less than One Million
Dollars  ($1,000,000); provided that the Board of Directors of Pioneer Financial
shall annually  make a review of  Nauert's salary and increase  such annual base
salary as it deems appropriate; and

          (b)  such  annual  bonus, as  may  be determined  by  the Compensation
Committee  of  the Board  of  Directors of  Pioneer  Financial,  based upon  the
achievement  of such Pioneer Financial company-wide performance standards as may
be established  by such  Committee and approved  by the stockholders  of Pioneer
Financial, provided, however,  that Nauert shall be entitled to  receive a bonus
for 1995 based upon the criteria heretofore established by the Committee.

     4.   Prior  Employment Agreements.    This Agreement  supersedes all  other
existing employment agreements between Pioneer Financial or its subsidiaries and
Nauert; provided, however, that  Section 4 of that certain Employment Agreement,
dated as  of December 3, 1993,  between Pioneer Financial and  Nauert, all other
provisions of such Agreement  relating to the transactions contemplated  in such
Section 4,  and the rights and  obligations of the parties  thereunder and under
the  Note relating  to the  transactions contemplated in  such Section  4, shall
remain in full force and effect in accordance with their respective terms. 
 
     5.   Stock Options.  Simultaneously with the execution and delivery of this
Agreement,  Pioneer  Financial  is issuing  to  Nauert  options  to purchase  an
aggregate of 500,000 shares of Pioneer Financial common stock.  Such options are
being issued subject to the approval by the stockholders of Pioneer Financial of
an appropriate amendment to  the Pioneer Financial 1994 Omnibus  Stock Incentive
Program (the  "Plan") which would,  among other  things, increase the  number of
options  which may  be granted under  the Plan  to any participant  in any year.
Such  options are exercisable as  follows: 100,000 on  or after the  date of the
execution  and delivery  of this Agreement  at $15.25  per share;  100,000 on or
after September 1, 1996  at $16.75 per share; 100,000  on or after September  1,
1997 at $18.50  per share; 100,000 on or  after September 1, 1998 at  $20.25 per
share; and 100,000 on or after September 1, 1999 at  $22.25 per share; provided,
however, that none of such options are exercisable within six months of the date
of grant.  Such options  (x) are  exercisable only if Nauert is employed by  PFS
or one of its subsidiaries at the time they can first be exercised; and (y) have
been issued on such  other terms and conditions  as are contained in the  Option
Agreement relating thereto.

     6.   Benefits.  During  his employment hereunder, Nauert  shall be entitled
to participate in all  employee benefits made available to  management personnel
of Pioneer Financial and its subsidiaries.

     7.   Death.    Nauert's  employment  by Pioneer  Financial  will  terminate
immediately upon  his death; provided,  however, that in  the event  of Nauert's
death during the Term, Nauert's estate  shall be entitled to receive the payment
described in the last sentence of Section 9(c).

     8.   Disability.   If during Nauert's employment  hereunder, Nauert becomes
totally or partially disabled, Pioneer Financial shall continue to pay to Nauert
as  long as  such  disability  continues  during the  Term  (or  until  Nauert's
employment is terminated by  Pioneer Financial in accordance with  Section 9 (if
earlier))  the  level  of  annual  salary payable  to  Nauert  at  the  date his
disability  is  determined,  reduced  dollar-for-dollar  to the  extent  of  any
disability insurance  payments paid to  Nauert through  insurance programs,  the
premiums for  which were paid  by Pioneer  Financial or its  subsidiaries.   For
purposes  of this  Agreement, the  term "total  disability" shall  mean Nauert's
inability  due to  illness, accident or  other physical or  mental incapacity to
engage  in  the full  time performance  of his  duties  under this  Agreement as
reasonably determined  by the Board of  Directors of Pioneer Financial  based on
such evidence  as  such Board  shall  deem  appropriate. For  purposes  of  this
Agreement,  "partial disability"  shall mean  Nauert's ability  due to  illness,
accident or  other physical or mental  incapacity to engage in  only the partial
performance of his  duties under this Agreement, as reasonably determined by the
Board  of Directors of  Pioneer Financial based  on such evidence  as such Board
shall deem appropriate.

     9.   Termination.

          (a)  End of Term.  Pioneer Financial  shall have the right at any time
during  the  Term, by  action  of  its Board  of  Directors,  to terminate  this
Agreement upon thirty-six (36) months prior written notice to Nauert.

          (b)  For Cause.  Pioneer  Financial shall have the right  to terminate
Nauert's  employment hereunder  at any time  during the  Term "for  cause".  For
purposes of this Agreement,  "for cause" shall mean any of the following actions
(or  inactions)  by Nauert:    illegal  conduct of  a  severity  greater than  a
misdemeanor,   gross  neglect   of,  and  the   continued  failure   to  perform
substantially, Nauert's  duties under this Agreement.   Notwithstanding anything
herein to the contrary, Nauert's inability to perform the duties of his position
due to his total or partial  disability (as defined herein) shall not be  deemed
to constitute cause.          

       If, in the  opinion of the  Board of Directors  of Pioneer  Financial,
Nauert's employment shall become subject to termination for cause, such Board of
Directors shall give Nauert notice to  that effect, which notice shall  describe
the  matter or matters constituting such  cause.  If, at the  end of such thirty
(30) day period,  Nauert has  not substantially  eliminated or  cured each  such
matter or  matters, then Pioneer Financial  shall have the right  to give Nauert
notice  of the  termination of  his employment.   Nauert's  employment hereunder
shall be considered terminated for cause as of the date specified in such notice
of termination unless  and until there  is a final  determination by a  court of
competent  jurisdiction that the cause of termination of Nauert's employment did
not exist at the time of giving said notice of termination.  Upon termination of
Nauert's  employment "for cause", this Agreement shall terminate without further
obligations  to Nauert other than  Pioneer Financial's obligation  (a) to pay to
Nauert in  a  lump  sum in  cash  within thirty  (30)  days  after the  date  of
termination Nauert's base  salary through the date of termination  to the extent
not theretofore paid and (b) to the extent not theretofore  paid or provided, to
pay or provide to pay, to Nauert on a timely basis any other amounts or benefits
required to be paid or provided or which Nauert is eligible to receive under any
plan, program, policy or practice or contract or agreement of Pioneer Financial.

          (c)  Without Cause.    Pioneer  Financial  shall  have  the  right  to
terminate Nauert's employment  hereunder without  cause at any  time during  the
Term.  If  the Board of  Directors determines to  terminate Nauert's  employment
without cause, Pioneer Financial shall give notice of such termination to Nauert
and Nauert's  employment hereunder shall be considered  terminated without cause
as of the date  specified in such notice of  termination.  Upon the date  of the
termination of Nauert's employment without cause, Nauert shall be paid an amount
equal to the  present value, discounted to the present at  an annual rate of 8%,
of  the salary  which  would have  been payable  during  a period  equal  to the
remainder of  the Term, commencing  on the  date of termination  at the  rate of
annual base salary payable to Nauert at the date of termination.

          (d)  By  Nauert.  Nauert may terminate his employment hereunder at any
time by retirement or resignation, upon notice to Pioneer Financial.   Upon such
termination by  Nauert, no compensation  for any period  after the date  of such
termination  shall be  payable  to  Nauert;  provided,  however,  that  if  such
termination  by Nauert is for "good reason"  (as defined in Section 10(c)), then
Nauert  shall be  entitled to  the  payment described  in the  last sentence  of
Section 9(c).

          (e)  Change in  Control Effect.  No  payments shall be  made to Nauert
pursuant  to this Section 9  in the event  that Nauert is entitled  to Change in
Control Compensation pursuant to Section 10.

     10.  Change in Control.

          (a)  Change in Control Severance Compensation.  If (x) within 180 days
following  a Change of  Control (as defined  in Section 10(b))  is terminated by
Nauert for any reason whatsoever, or (y)  within two years following a Change in
Control,  Nauert's employment is terminated by Pioneer Financial other than "for
cause" (as defined  in Section 9(b) or is terminated by Nauert for "good reason"
(as defined in  Section 10(c)), then  Nauert shall be  entitled to receive  from
Pioneer  Financial a  lump sum  cash payment  in an  amount ("Change  in Control
Compensation")  equal to   three times the  average income reflected  on the W-2
form  or forms  issued to Nauert  by Pioneer  Financial or  its subsidiaries for
services performed for  them for the five (5) calendar  years preceding the year
in which such Change of Control occurs.  Pioneer Financial shall pay such amount
to Nauert  within thirty  (30) days of  the date  of termination.   If  Nauert's
employment is terminated  by Pioneer Financial for cause, by  reason of Nauert's
death  or retirement, or  by Nauert without  good reason, the  Change in Control
Compensation will not be  paid.  If Nauert was totally or  partially disabled as
of the Change in Control, the Change in Control Compensation will not be paid.

b)   Change In Control.   For  purposes of this  Agreement, "Change in  Control"
shall mean the occurrence of any of the following events:

               (i)  any person or persons acting as a group, other than a person
which  as of  the  date of  this  Agreement is  the beneficial  owner  of voting
securities of  Pioneer Financial  and other  than Nauert  or  a group  including
Nauert, shall become  the beneficial  owner of securities  of Pioneer  Financial
representing at least thirty-four percent (34%) of  the combined voting power of
Pioneer Financial's then outstanding securities; or

               (ii) any consolidation  or merger to which Pioneer Financial is a
party,  if  following such  consolidation  or  merger, stockholders  of  Pioneer
Financial  immediately  prior  to   such  consolidation  or  merger   shall  not
beneficially  own securities representing at least  sixty-seven percent (67%) of
the combined voting power of the outstanding voting securities of  the surviving
or continuing corporation; or

               (iii)     any  sale, lease,  exchange or  other transfer  (in one
transaction or in  a series of  related transactions)  of all, or  substantially
all, of the assets of  Pioneer Financial, other than to an entity  (or entities)
of  which Pioneer Financial or the stockholders of Pioneer Financial immediately
prior  to  such transaction  beneficially own  securities representing  at least
sixty-seven percent (67%) of the combined voting power of the outstanding voting
securities.

          (c)  Good Reason.  For purposes of this Agreement, "good reason" shall
mean any of the following:

               (i)  a change in Nauert's  status or position, the assignment  to
Nauert  of any duties or  responsibilities which are  inconsistent with Nauert's
status  and position  or a reduction  in the  duties and  responsibilities to be
exercised by Nauert;

               (ii) any action by Pioneer  Financial which renders Nauert unable
to effectively discharge his duties and responsibilities hereunder;

               (iii)      the  failure to maintain  Nauert's minimum annual base
salary  in accordance with  Section 3(a)  or; in the  event that  such salary is
increased during  the Term  as provided herein,  any reduction in  Nauert's then
current annual base salary.

               (iv) a  failure  by  Pioneer  Financial to  continue  in  effect,
without material change,  any benefit or incentive plan  or arrangement in which
Nauert and all other executive officers of Pioneer Financial participate, or the
taking of  any action by Pioneer Financial which would materially and  adversely
affect Nauert's participation in, or materially reduce Nauert's benefits  under,
any such plan or arrangement;

               (v)  a relocation  of Nauert's workplace by  Pioneer Financial to
any place outside the  Chicago, Illinois metropolitan area, except  for required
travel  by Nauert  on Pioneer  Financial's business  to an  extent substantially
consistent with  Nauert's business  travel obligations  hereunder prior to  such
relocation;

               (vi) a reduction by Pioneer Financial in Nauert's eligibility for
paid vacation  benefits under a program  or policy applicable to  Nauert and all
other executive officers of Pioneer Financial; or

               (vii)     any  failure   by  Pioneer  Financial  to   obtain  the
assumption of this Agreement by any successor or assignee thereto.

11.  Confidential Information and Trade Secrets.

          (a)  Nature.  During Nauert's  employment by Pioneer Financial, Nauert
will enjoy access to  Pioneer Financial's "confidential information" and  "trade
secrets".  For purposes of this Agreement, "confidential information" shall mean
information  which  is not  publicly  available,  including without  limitation,
information  concerning   customers,  material  sources,   suppliers,  financial
projections, marketing  plans and  operation methods, Nauert's  access to  which
derives solely from Nauert's employment with Pioneer Financial.  For purposes of
this  Agreement,  "trade  secrets"  shall mean  Pioneer  Financial's  processes,
methodologies  and techniques known only to those employees of Pioneer Financial
who  need to know  such secrets in  order to perform  their duties on  behalf of
Pioneer  Financial.   Pioneer Financial  takes numerous  steps, including  these
provisions, to protect the confidentiality  of its confidential information  and
trade secrets, which it considers unique, valuable and special assets.

          (b)  Restricted Use  and Non-Disclosure.  Nauert,  recognizing Pioneer
Financial's  significant investment of time, efforts and money in developing and
preserving  its  confidential  information,  shall not,  during  his  employment
hereunder  and for a two  (2) year period  after the end  of Nauert's employment
hereunder,  use for  his  direct or  indirect  personal benefit  any  of Pioneer
Financial's confidential  information or  trade secrets.   For  a  two (2)  year
period after the end of Nauert's employment hereunder, Nauert shall not disclose
to  any  person any  of Pioneer  Financial's  confidential information  or trade
secrets.

          (c)  Return  of  Pioneer  Financial  Property.   Upon  termination  of
Nauert's  employment with Pioneer Financial, for whatever reason and in whatever
manner, Nauert  shall return to Pioneer Financial all copies of all writings and
records relating  to Pioneer  Financial's business, confidential  information or
trade secrets which are in Nauert's possession of such time.

     12.  Non-Competition and Non-Solicitation.   

          (a)  Pioneer  Financial's Investment.   Pioneer Financial  is spending
and will spend much time, money and effort in building relationships with agents
and  insureds, and  will pay  Nauert valuable  consideration pursuant  hereto in
exchange  for  Nauert's  promises   herein,  including  without  limitation  the
covenants in Section 11  and in this Section 12.   Pioneer Financial has engaged
Nauert as Chairman and Chief Executive Officer of Pioneer Financial in order to,
among  other  reasons,  take advantage  of  Nauert's  unique  knowledge of,  and
contacts within, the life and accident and health insurance industry.   Further,
Pioneer  Financial will  invest  significant  time  and  money  in  the  further
development  of Nauert's  business ability,  image and  standing.  As  Nauert is
Chairman  and Chief Executive Officer  of Pioneer Financial,  the reputation and
success of Nauert  will be closely tied to the reputation and success of Pioneer
Financial  and, during the Term, Nauert  will be heavily identified with Pioneer
Financial's business.

          (b)  Non-Competition.  During Nauert's  employment hereunder and for a
twelve  (12)  month period  after termination  of  such employment,  unless such
termination is made by Pioneer Financial  without cause or unless there has been
a Change in Control prior to such termination, Nauert shall not engage, directly
or indirectly, whether as an owner, partner, employee, officer, director, agent,
consultant or otherwise,  in any location where Pioneer Financial  or any of its
subsidiaries  is engaged  in business  after the  date hereof  and prior  to the
termination of Nauert's employment, in a business the same as or similar to, any
business now,  or at  any  time after  the date  hereof  and prior  to  Nauert's
termination,  conducted  by  Pioneer  Financial  or  any  of  its  subsidiaries,
provided,  however, that  the mere ownership  of 5%  or less  of the stock  of a
company whose shares are traded on a national securities  exchange or are quoted
on the  National Association  of Securities  Dealers Automated  Quotation System
shall not be deemed ownership which is prohibited hereunder.

          (c)  Non-Solicitation.    During  the  twenty-four  (24)  month period
following  termination of  Nauert's  employment with  Pioneer Financial,  Nauert
shall not, directly  or indirectly induce employees of Pioneer  Financial or any
of its subsidiaries to leave such employment with the result that such employees
would  engage  in business  activities which  are  substantially similar  or are
closely related to the business activities such employee performed on behalf  of
Pioneer Financial  and which compete against  Pioneer Financial. Notwithstanding
the above, in the event Nauert is terminated by Pioneer Financial without cause,
then the twenty-four  (24) month period referred to in  this Section 12(c) shall
be reduced to twelve (12) months.

          (d)  Enforceability.     The  necessity  of   protection  against  the
competition  of Nauert  and the  nature and  scope of  such protection  has been
carefully  considered by  the parties  hereto.   The  parties  hereto agree  and
acknowledge that the duration, scope and geographic areas applicable to the non-
competition covenant in this Section 12 are fair, reasonable and necessary, that
adequate compensation has been received by Nauert for such obligations, and that
these obligations do not prevent Nauert from earning a livelihood.   If, however
for any reason any court determines  that the restrictions in this Agreement are
not  reasonable,  that  consideration is  inadequate  or  that  Nauert has  been
prevented from earning  a livelihood,  such restrictions  shall be  interpreted,
modified or rewritten  to include as much of the  duration, scope and geographic
area identified  in this Section 12  as will render such  restrictions valid and
enforceable.

     13.  Retention of Pioneer Financial  Stock.  During the Term,  Nauert shall
retain, directly or indirectly,  ownership of not less than 1,000,000  shares of
Pioneer  Financial common stock unless, and  except to the extent, released from
this obligation  by a written release  from Pioneer Financial.   For purposes of
this Agreement,  "retain indirectly"  shall  mean and  refer  to any  shares  of
Pioneer Financial common stock, which would  be considered to be owned by Nauert
under  Section 267(c) of the  Code, or the  income of which would  be taxable to
Nauert, his  spouse or his  children, or to any  trust of which  Nauert would be
deemed the owner under any of Sections 671 through 677, inclusive, of the Code. 
    

     14.  Right of  First Refusal.  During  the Term, Nauert shall  not transfer
any shares of stock  of Pioneer Financial for consideration to any person  other
than a relative of Nauert,  unless Nauert has offered to transfer such shares to
Pioneer  Financial on  the same  terms, provided,  however, that  this provision
shall not apply at any time when the average last reported sale price for Common
Stock of  Pioneer Financial on the  New York Stock Exchange  for the immediately
preceding five (5) trading days is greater than or equal to $12.00 per share.


     15.  Breach or Threatened Breach of Non-Competition Covenant.  In the event
of a breach or  threatened breach by Nauert of any provision of Section 11 or 12
hereof, Nauert acknowledges that the remedy at law would be  inadequate and that
Pioneer Financial shall  be entitled  to an injunction  restraining Nauert  from
such act or threatened breach.   Nothing herein contained shall be  construed as
prohibiting Pioneer Financial from  pursuing any other remedies available  to it
for  such  breach  or threatened  breach,  including  the  recovery of  monetary
damages.

     16.  Business Days.    Any date  specified  in this  Agreement which  is  a
Saturday,  Sunday  or legal  holiday  shall be  extended  to  the first  regular
business day after such date which is not a Saturday, Sunday or legal holiday.

     17.  Choice  of  Law.    This  Agreement has  been  executed  and  made  in
accordance  with the  laws of  the State  of Illinois  and is  to be  construed,
enforced and governed in accordance therewith.

     18.  Counterparts.  This Agreement may be executed in several counterparts,
each of which  shall be an original, but all of  which together shall constitute
one and the same instrument.

     19.  Entire  Agreement  Amendments.   This  Agreement  contains the  entire
agreement among  the parties hereto  with respect to  the subject matter  hereof
and,  except as  provided in  Section  4 above,  supersedes  all other  existing
employment agreements between Pioneer Financial  or its subsidiaries and Nauert.
No  change or modification  of this Agreement,  or any waiver  of the provisions
hereof, shall  be valid unless the same is in  writing and signed by the parties
hereto.   Waiver  by any  party hereto of  a breach  by the  other party  of any
provisions of  this Agreement shall not operate  or be construed as  a waiver of
any subsequent breach by such party.

     20.  Headings.  The headings used herein are for ease of interpretation and
shall have no effect on the interpretation of any provision of this Agreement.

     21.  Notices.   All  notices,  requests, demands  and other  communications
hereunder  shall be  in writing  and shall,  until receipt  of contrary  written
instructions, be delivered personally  to, or mailed by certified  or registered
mail with proper postage prepaid, to the party at the address as follows:


     TO PIONEER FINANCIAL:    Pioneer Financial Services, Inc.
                              1750 E. Golf Road
                              Schaumburg, IL  60173



     TO NAUERT           Mr. Peter W. Nauert
                         913 N. Main Street
                         Rockford, IL  61103



     22.  Severability.   If any  provision of  this Agreement  is held  for any
reason to  be invalid,  it  will not  invalidate any  other  provisions of  this
Agreement which  are in themselves valid, nor  will it invalidate the provisions
of any  other  agreement  between the  parties  hereto.   Rather,  such  invalid
provision shall be  construed so as  to give  it the maximum  effect allowed  by
applicable law.  Any other written agreement between the parties hereto shall be
conclusively deemed to be an agreement independent of this Agreement.


     23.  Successors  and Assigns.  This Agreement and all the provisions hereof
shall  be binding upon and inure to the  benefit of the parties hereto and their
respective heirs, legal representatives, successors and permitted assigns.  This
Agreement and the rights and obligations hereunder may not be assigned by either
party without the prior written consent of the other.


     24.  Time of the Essence.  Time is of the essence of this Agreement.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Employment
Agreement to be executed  on December 22,  1995, but to be  effective as of  the
date first above written.



Attest:                            "Pioneer Financial"

                                   PIONEER FINANCIAL SERVICES, INC.

_____________________________      By:  ___________________________________
                                   Title:  __________________________________



Witness:                           "Nauert"

______________________________     ________________________________________
                                   Peter W. Nauert





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