UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC   20549
                                    
                                Form 10-Q
                                    
(Mark One)
(X)            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                                    
                                    
             For the quarterly period ended:  June 30, 1997
                                    
                                   OR
                                    
( )           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934 


            For the transition period from        to        
                                    
                     Commission file number 0-16267
                                    
                           WALSHIRE ASSURANCE COMPANY                      
(Exact name of registrant as specified in its charter)
            
      Pennsylvania                                  23-2023240    
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization                     Identification Number)

3350 Whiteford Road, P. O. Box 3849, York, PA                      17402-0138 
(Address of principal executive offices)                           (Zip code)

                               (717)757-0000                          
(Registrant s telephone number, including area code)
          
    
    
                                                                     
(Former name, former address and former fiscal year,
        if changed since last report)

           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 the number of shares outstanding of each of the issuer s classes of
common stock, as of the latest practical date.

          Class:                      Outstanding at August 12, 1997:
Common stock - $.01 Par Value                    4,679,943 shares


                        
                
                
                WALSHIRE ASSURANCE COMPANY
   AND SUBSIDIARIES
        
                
                
                INDEX
              



                                                             PAGE 
                                                             NUMBER



Part I    FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Balance Sheets as of June 30, 1997
          (unaudited) and December 31, 1996. . . . . . . . . .      2

          Consolidated Statements of Income for the three
          months ended June 30, 1997 and 1996 (unaudited). . .           4

          Consolidated Statements of Income for the six
          months ended June 30, 1997 and 1996 (unaudited). . .           5

          Consolidated Statements of Cash Flows for the six
          months ended June 30, 1997 and 1996 (unaudited). . .           6

          Notes to Consolidated Financial Statements 
          (unaudited)  . . . . . . . . . . . . . . . . . . . .           7

Item 2.   Management s Discussion and Analysis of Financial
          Condition and Results of Operations  . . . . . . . .           9

Part II   OTHER INFORMATION  . . . . . . . . . . . . . . . . .          10

Item 1.   Legal Proceedings  . . . . . . . . . . . . . . . . .          10

Item 2.   Changes in Securities  . . . . . . . . . . . . . . .          10

Item 3.   Defaults Upon Senior Securities  . . . . . . . . . .          10

Item 4.   Submission of Matters to Vote of Security Holders. .          11

Item 5.   Other Information  . . . . . . . . . . . . . . . . .          11

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . .          11

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . .        12





1
                                    



WALSHIRE ASSURANCE COMPANY
AND SUBSIDIARIES



Consolidated Balance Sheets

    
    
                                                   (In thousands,
                                                    except per share data)
                                            June 30,    December 31,
               Assets                         1997          1996
                                          (Unaudited)

Investments:
  Held to maturity:
     Fixed maturities (fair value $19,360 and
       $18,158) . . . . . . . . . . . . . . . .  $ 19,132        $ 17,923
  Available for sale:
     Fixed maturities (cost $35,179 and
       $37,512) . . . . . . . . . . . . . . . .    35,135         37,356
     Equity securities (cost $9,983 and
       $8,711). . . . . . . . . . . . . . . . .    10,065          8,930
  Short-term investments . . . . . . . . . . . .     8,924          4,758
  Other investments. . . . . . . . . . . . . . .     2,047         2,051

     Total investments . . . . . . . . . . . . .    75,303        71,018

Cash. . . . . . . . . . . . . . . . . . . . . . .        764           637
Accrued investment income receivable. . . . . . .        846         847
Amounts receivable from reinsurers. . . . . . . .       -          1,837
Amounts receivable from reinsured company . . . .       561          563
Agents  balances (net of allowance for doubtful
  accounts of $120). . . . . . . . . . . . . . .     6,471          8,501
Installment premiums receivable . . . . . . . . .    10,029         8,514
Agents  balances and installment premiums 
  receivable from related parties. . . . . . . .     2,273          3,073
Premium finance receivables (net of unearned
  finance charges and allowance for credit
  losses of $113 and $109) . . . . . . . . . . .     4,658          4,836
Reinsurance receivable. . . . . . . . . . . . . .    26,376        19,699
Deferred acquisition costs. . . . . . . . . . . .     5,257        5,193
Property and equipment (net of accumulated      
  depreciation of $1,980 and $1,725) . . . . . .     4,326          4,526
Other assets. . . . . . . . . . . . . . . . . . .     1,281         1,692

     Total assets. . . . . . . . . . . . . . . .  $138,145      $130,936



See accompanying notes to consolidated financial statements.

                                   
                                   
                                   2                                   

                                   
                                   
                                   
                                   WALSHIRE ASSURANCE COMPANY
                                        AND SUBSIDIARIES

                                   
                               Consolidated Balance Sheets, Continued

                                   
                                   
                                   
                                                     (In thousands,
                                                  except per share data)
                                                     June 30    December 31,
Liabilities and Shareholders  Equity                   1997         1996
                                                    (Unaudited) 



Liabilities:
  Unpaid claims and claim settlement expenses.    $  41,356      $ 36,551
  Unearned premiums. . . . . . . . . . . . . .       31,814        33,250
  Amounts payable to reinsurers. . . . . . . .        3,743          -
  Short-term notes payable . . . . . . . . . .        8,050         7,293 
  Long-term notes payable. . . . . . . . . . .          720         1,076
  Deposits by insureds . . . . . . . . . . . .        2,382         2,380
  Commissions payable to agents. . . . . . . .        1,806         1,681
  Commissions payable to related parties . . .          274           401
  Other liabilities. . . . . . . . . . . . . .      _   744         1,470

     Total liabilities . . . . . . . . . . . .       90,889        84,102

Shareholders  equity:
  Preferred stock, par value $.01 per share; 
     2,000 shares authorized; 128 shares  
     issued and outstanding. . . . . . . . . .            1             1
  Common stock, par value $.01 per share; 
     10,000 shares authorized; 4,678 and
     4,651 shares issued and outstanding . . .           47            47
  Additional paid-in capital . . . . . . . . .       38,764        38,648
  Unrealized gains on investments available
     for sale (net of deferred taxes of $0 and 
     $21). . . . . . . . . . . . . . . . . . .           38            42 
  Retained earnings. . . . . . . . . . . . . .        8,406         8,096

     Shareholders  equity. . . . . . . . . . .       47,256        46,834

  Total liabilities and shareholders  equity .     $138,145      $130,936

 
                                    
                                    
      See accompanying notes to consolidated financial statements.
                                    
                                    
                                    
                                    3
                                     
                                    
                                    
                       WALSHIRE ASSURANCE COMPANY
                            AND SUBSIDIARIES
                    Consolidated Statements of Income


                                                  (In thousands,
                                                        except per share data)
                                                         Three Months Ended
                                                              June 30,_____ 
                                                          1997      1996   
                                                       (Unaudited)(Unaudited)


Revenues:
  Premiums earned . . . . . . . . . . . . . . . . .     $15,904   $ 14,386
  Premiums ceded. . . . . . . . . . . . . . . . . .     ( 4,726)   ( 3,004)
  Net premiums earned . . . . . . . . . . . . . . .      11,178     11,382
  Net investment income . . . . . . . . . . . . . .       1,069        742
  Net realized gains on investments . . . . . . . .         757        702
  Other . . . . . . . . . . . . . . . . . . . . . .         169        187
     Total revenues . . . . . . . . . . . . . . . .      13,173     13,013

Expenses:
  Claims and claim settlement expenses. . . . . . .      11,879      8,380
  Reinsurance recoveries. . . . . . . . . . . . . .     ( 3,279)   (   952)
  Net claims and claim settlement expenses. . . . .       8,600      7,428
  Amortization of deferred acquisition costs. . . .       1,728      1,724
  Underwriting, general and administrative 
     expenses. . . . . . . . . . . . . . . . . . . .       2,121      1,875
   Dividends to policyholders. . . . . . . . . . . .        -           117
  Interest. . . . . . . . . . . . . . . . . . . . .         175         91
     Total expenses . . . . . . . . . . . . . . . .      12,624     11,235 

Income before income taxes . . . . . . . . . . . . .         549      1,778
Provision for income taxes . . . . . . . . . . . . .          92        377
Net income . . . . . . . . . . . . . . . . . . . . .         457      1,401
Less dividends on convertible preferred stock. . . .         104        108
Net income available for common stock. . . . . . . .     $   353   $  1,293

Net income per common share and common equivalent
  share:
  Primary:
     Net income . . . . . . . . . . . . . . . . . .     $   .07   $    .27

     Weighted average shares outstanding. . . . . .       4,780      4,790

  Fully diluted:
     Net income . . . . . . . . . . . . . . . . . .     $   .07   $    .26

     Weighted average shares outstanding. . . . . .       4,780      5,392




See accompanying notes to consolidated financial statements.


4                                    

                                   
                                   WALSHIRE ASSURANCE COMPANY
                                        AND SUBSIDIARIES
                                Consolidated Statements of Income


                                                  (In thousands,
                                                        except per share data)
                                                           Six Months Ended
                                                              June 30,_____ 
                                                          1997      1996  
                                                       (Unaudited)(Unaudited)


Revenues:
  Premiums earned . . . . . . . . . . . . . . . . .     $31,550   $ 28,177
  Premiums ceded. . . . . . . . . . . . . . . . . .     ( 8,225)   ( 6,059)
  Net premiums earned . . . . . . . . . . . . . . .      23,325     22,118
  Net investment income . . . . . . . . . . . . . .       2,051      1,473
  Net realized gains on investments . . . . . . . .       1,393        769
  Other . . . . . . . . . . . . . . . . . . . . . .         332        362
     Total revenues . . . . . . . . . . . . . . . .      27,101     24,722

Expenses:
  Claims and claim settlement expenses. . . . . . .      22,692     16,767
  Reinsurance recoveries. . . . . . . . . . . . . .     ( 4,999)   ( 1,689)
  Net claims and claim settlement expenses. . . . .      17,693     15,078
  Amortization of deferred acquisition costs. . . .       3,328      3,386
  Underwriting, general and administrative 
     expenses. . . . . . . . . . . . . . . . . . . .       4,357      3,688
   Dividends to policyholders. . . . . . . . . . . .         -          117
  Interest. . . . . . . . . . . . . . . . . . . . .         365        173
     Total expenses . . . . . . . . . . . . . . . .      25,743     22,442 

Income before income taxes . . . . . . . . . . . . .       1,358      2,280
Provision for income taxes . . . . . . . . . . . . .         234        382
Net income . . . . . . . . . . . . . . . . . . . . .       1,124      1,898
Less dividends on convertible preferred stock. . . .         208        216
Net income available for common stock. . . . . . . .     $   916   $  1,682

Net income per common share and common equivalent
  share:
  Primary:
     Net income . . . . . . . . . . . . . . . . . .     $   .19   $    .35

     Weighted average shares outstanding. . . . . .       4,811      4,775

  Fully diluted:
     Net income . . . . . . . . . . . . . . . . . .     $   .19   $    .35

     Weighted average shares outstanding. . . . . .       4,811      5,372




See accompanying notes to consolidated financial statements.


5                                   
WA              LSHIRE ASSURANCE COMPANY AND SUBSIDIARIES
Co                 nsolidated Statements of Cash Flows
                                                           (In thousands)
                                                       except per share data)  
             
                                                          Six Months Ended
                                                              June 30, _______ 
  
                                                          1997        1996
                                                       (Unaudited) (Unaudited)
Cash flows from operating activities:
  Net income . . . . . . . . . . . . . . . . . . . .   $  1,124      $ 1,898
  Adjustments to reconcile net income to net
    cash provided by operating activities
      Net realized gains on investments. . . . . . .    ( 1,393)      (  769)
      Decrease (increase) in assets:
       Accrued investment income receivable. . . . .          1            3 
       Amounts receivable from reinsurers. . . . . .      1,837        1,227 
       Amounts receivable from reinsured company . .          2       (  916)
       Agents  balances and installment premiums
        receivable . . . . . . . . . . . . . . . . .        515       (4,382)
       Agents  balances and installment premiums
        receivable from related parties. . . . . . .        800          191 
       Premium finance receivables . . . . . . . . .        178          698 
       Reinsurance receivables . . . . . . . . . . .    ( 6,677)      (4,454)
       Deferred acquisition costs. . . . . . . . . .    (    64)      (  345)
       Other, net. . . . . . . . . . . . . . . . . .        760       (  721)
      (Decrease) increase in liabilities:
       Unpaid claims and claim settlement expenses .      4,805        7,132
       Unearned premiums . . . . . . . . . . . . . .    ( 1,436)       1,967
      Amounts payable to reinsurers . . . . . . . .      3,743          -
       Deposits by insureds. . . . . . . . . . . . .          2          804 
       Other, net. . . . . . . . . . . . . . . . . .    (   739)      (  268)
  Net cash provided by operating activities. . . . .      3,458        2,065
Cash flows from investing activities:
  Purchase of investments:
    Held to maturity . . . . . . . . . . . . . . . .    ( 2,340)      (1,377)
    Available for sale . . . . . . . . . . . . . . .    (15,750)      (8,324)
  Sale of investments:
    Available for sale . . . . . . . . . . . . . . .     17,451        3,456
  Maturity of investments. . . . . . . . . . . . . .      1,781        2,528
  Net (purchase) sale of short term and other
    investments. . . . . . . . . . . . . . . . . . .    ( 4,120)      (  494)
  Purchase of property and equipment . . . . . . . .    (   155)      (  772)
  Sale of property and equipment . . . . . . . . . .         12            9
  Other, net . . . . . . . . . . . . . . . . . . . .         88          417 
    Net cash (used in) investing activities. . . . .    ( 3,033)      (4,557)
Cash flows from financing activities:
  Cash dividends paid. . . . . . . . . . . . . . . .    (   815)      (  750)
  Issuance of common stock . . . . . . . . . . . . .        116          618
  Proceeds from notes payable  . . . . . . . . . . .        700        3,229
  Payment of notes payable . . . . . . . . . . . . .    (   299)      (  240)
    Net cash provided by (used in) financing 
      activities . . . . . . . . . . . . . . . . . .    (   298)       2,857 
Net increase in cash . . . . . . . . . . . . . . . .        127          365
Cash at beginning of the period. . . . . . . . . . .        637           99
Cash at end of the period. . . . . . . . . . . . . .   $    764      $   464

See accompanying notes to consolidated financial statements.
                                    
                                    6
               WALSHIRE ASSURANCE COMPANY AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                    
1.  The consolidated balance sheet as of June 30, 1997, the consolidated
statements of income for the three and six months ended June 30, 1997 and 1996,
and the consolidated statements of cash flows for the six months then ended have
been prepared by Walshire Assurance Company ( the Company ) without audit.  In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at June 30, 1997 and for all periods presented, have
been made.

2.  Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted.  It is suggested that these unaudited consolidated financial
statements be read in conjunction with the financial statements and notes 
thereto
included in the Company s 1996 Annual Report.  The results of operations for the
period ended June 30, 1997 are not necessarily indicative of the results of
operations for the full year.

3. Net income per common share is computed after recognition of preferred stock
dividend requirements and is based on the weighted average number of shares of
common stock and common stock equivalents outstanding.  The number of common
shares was increased by the number of shares issuable on the exercise of options
when the market price of the common stock exceeds the exercise price of the
options.  This increase in the number of common shares was reduced by the number
of common shares that are assumed to have been purchased with the proceeds from
the exercise of the options; these purchases were assumed to have been made at
the average price of the common stock during that part of the year when the
market price of the common stock exceeded the exercise price of the options.

     Fully diluted net income per share was determined on the assumption that
the convertible preferred stock was converted and the outstanding stock options
were exercised on January 1, 1996.  As to the preferred stock, net income was
adjusted for dividends declared.  As to the options, outstanding shares were
increased as described above except that purchases of common stock are assumed
to have been made at the higher of the period-end price or the average price of
the common stock during that part of the year when the market price of the 
common
stock exceeded the exercise price of the options.

     FASB Statement No. 128, Earnings Per Share (Statement 128) supersedes APB
Opinion No. 15, Earnings Per Share, and specifies the computation, presentation,
and disclosure requirements for earnings per share (EPS) for entities with
publicly held common stock or potential common stock.  Statement 128 was issued
to simplify the computation of EPS and to make the U.S. standard more compatible
with the EPS standards of other countries and that of the International
Accounting Standards Committee (IASC).  It also requires dual presentation of
Basic EPS and Diluted EPS on the face of the income statement for all entities
with complex capital structures and requires a reconciliation of the numerator
and denominator of the Basic EPS computation to the numerator and denominator of
the Diluted EPS computation.

     Basic EPS, unlike Primary EPS, excludes all dilution while Diluted EPS, 
like Fully Diluted EPS, reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity.  For many entities Basic EPS will be higher than
Primary EPS and Diluted EPS will be approximately the same as Fully Diluted
EPS. 
                 7
     Statement 128 is effective for financial statements for both interim and
annual periods ending after December 15, 1997.  Management does not expect that
the adoption of Statement 128 will have a material impact on its earnings per
share. 

     FASB Statement No. 130, "Comprehensive Income", was issued and established
standards for the reporting and disclosure of comprehensive income and its
components (revenues, expenses, gains and losses).  The statement requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements.  The statement
requires that an enterprise (a) classify items of other comprehensive income by
their nature in a financial statement and (b) display the accumulated balance of
other comprehensive income separately from retained earnings and additional 
paid-
in capital in the equity section of a statement of financial position.  The
statement is effective for fiscal years beginning after December 15, 1997.  The
Company will adopt the statement in 1998.

     FASB Statement No. 131, "Disclosures about Segments of an Enterprise and
Related Information", was issued and established standards for the way that
public business enterprises report information about operating segments in 
annual
financial statements.  The statement requires that those enterprises report
selected information about operating segments in interim financial reports 
issued
to stockholders.  It also establishes standards for related disclosures about
products and services, geographic areas and major customers.  The statement is
effective for fiscal years beginning after December 15, 1997.  The Company is in
the process of determining the effect of this statement upon its financial
reporting requirements.

5.  Forward Looking Statements.  The information contained in this Quarterly
Report contains forward looking statements (as such term is defined in the
Securities Exchange Act of 1934 and the regulations thereunder), including
without limitation, statements as to the allowances for doubtful accounts and 
credit losses, reserves for unpaid claims and claim settlement expenses, the
classification of the Company's investment portfolio and other statements as to
management's beliefs, expectations or opinions.  Such forward looking statements
are subject to risks and uncertainties and may be affected by various factors
which may cause actual results to differ materially from those in the forward
looking statements.  Certain of these risks, uncertainties and other factors are
discussed in this Quarterly Report or in the Company's Annual Report on 
Form 10-K
for the year ended December 31, 1996, a copy of which may be obtained from the
Company upon request and without charge (except for the exhibits thereto).

6.  Investment Considerations.  In analyzing whether to make, or to continue, 
an investment in the Company, investors should consider, among other factors, 
certain investment considerations more particularly described in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.









    8

Item 2.  Management s Discussion and Analysis of Financial Condition and
        Results of Operations

Revenues for the three month period ended June 30, 1997 increased $.2   million,
or 1.2%, from revenues for the three month period ended June 30, 1996.  This
increase was primarily the result of an increase in net investment income. 
Direct
premiums written decreased $.6 million, or 3.8%, in the three month period ended
June 30, 1997 when compared to the same period in 1996.  
Decreases in auto liability, auto physical damage, workers' compensation and
inland marine direct premiums written resulted from additional competition as 
well as rate reductions.  Increases in homeowners and other lines were primarily
the result of the acquisition of Yorktowne Insurance Company in September of
1996.  The following table sets forth the direct premiums written by the Company
for the three month periods ended June 30, 1997 and 1996 by line of business. 
                                          (In thousands)
                                    Three months ended June 30,
                                        1997          1996        %Change 
          Auto liability        $ 6,632       $ 6,954       (  4.6)%
          Auto physical damage        4,637         5,878       ( 21.1)%
          Workers  compensation         777         1,323       ( 41.2)%
          Inland marine                 735           883       ( 16.8)%
          Homeowners                    749           -            N/M
          Other                       1,201           267        349.8 %
                 Total             $14,731       $15,305       (  3.8)% 

Expenses for the three month period ended June 30, 1997 increased $1.4 million,
or 12.4%, over expenses for the three month period ended June 30, 1996.  The
increase was the result of increases in net claims and claim settlement expenses
and underwriting, general and administrative expenses.  Increases in net claims
and claim settlement expenses were the result of an increase in the statutory
loss ratio from 66.5% in 1996 to 78.4% in 1997. The increase in the loss ratio
was due primarily to an increase in the loss ratio of the Company's auto
liability and auto physical damage products. Increases in underwriting, general
and administrative expenses were primarily the result of the additional 
operating expenses of Yorktowne Insurance Company, which was
acquired in September of 1996. The statutory combined ratio for the three month
period ended June 30, 1997 was 117.5%, an increase from 94.4% for the three 
month period ended June 30, 1996.  

 Revenues for the six month period ended June 30, 1997 increased $2.4 million, 
or 9.6%, from revenues for the six month period ended June 30, 1996.  This
increase was primarily the result of increases in premiums earned, net 
investment
income and net realized gains on investments.  Direct premiums written increased
$1.4 million, or 4.6%, in the six month period ended June 30, 1997 when compared
to the same period in 1996.  The following table sets forth the direct premiums
written by the Company for the six month periods ended June 30, 1997 and 1996 by
line of business.
                                   (In thousands)
                               Six months ended June 30,
                                        1997          1996        %Change 
          Auto liability        $14,258       $13,119          8.7 %
          Auto physical damage        9,535        11,410       ( 16.4)%
          Workers  compensation       1,955         3,111       ( 37.2)%
          Inland marine               1,759         1,739          1.2 %
          Homeowners                  1,339           -           N/M
          Other                       2,265           365        520.6 %
               Total               $31,111       $29,744          4.6 %

9
  Expenses for the six month period ended June 30, 1997 increased $3.3 million, 
or 14.7%, over expenses for the six month period ended June 30, 1996.  The
increase was primarily the result of increases in net claims and claim 
settlement
expenses and underwriting, general and administrative expenses.  

Increases in net claims and claim settlement expenses were the result of
increases in earned premiums, and an increase in the statutory loss ratio from 
69.5% in 1996 to 77.4% in 1997. The increase in the loss ratio was due primarily
to an increase in the loss ratio of the Company's auto liability and auto
physical damage products.  Increases in underwriting, general and administrative
expenses were primarily the result of the additional operating expenses of
Yorktowne Insurance Company, which was acquired in September of 1996.  The
statutory combined ratio for the six month period ended June 30, 1997 
was 111.1%,
an increase from 98.1% for the six month period ended June 30, 1996.

Liquidity and Capital Resources

Historically, the Company has generated funds sufficient to support its
operations and has maintained a high degree of liquidity in its investment
portfolio.  The primary sources of funds to meet the demands of claim 
settlements
and operating expenses are premiums, ceding commissions, investment income and
existing lines of credit.  The Company s funds generally are invested in
securities with maturities intended to provide adequate funds to pay claims and
expenses without the forced sale of investments.  The Company believes that its
current cash and short term investments, together with funds generated from
operations, will be sufficient to meet its operating and capital requirements 
for the foreseeable future.

Part II   OTHER INFORMATION

Item 1.   Legal Proceedings

          None

Item 2.   Changes in Securities

          None

      Item 3.   Defaults Upon Senior Securities

          None
















10
     
Item 4.   Submission of Matter to a Vote of Security Holders

          The Annual Meeting of Shareholders was held on May 21, 1997.  The
          only matter to be voted upon at the meeting was the election of 
          two directors for a term of three years. The results of the        
                         election were as follows:

                              Charles W. Hash, Jr.     Kenneth R. Taylor   
     

          Voting For                   3,327,767              3,094,170      
 

          Voting against 
            or withheld                   39,071                272,668

          Abstentions and
            Broker 
            non-votes                  1,295,688              1,295,688

          The terms of the following directors will expire in:

            (a)  1998
                1.  L. Edward Sausman
                2.  William R. Tierney, Jr.

            (b)  1999
                1.  Peter D. Bennett
                2.  John J. Buchan, Jr.
                3.  Gary J. Orndorff
          
Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

          Exhibits
            
            (a) Exhibit 27.1 Financial data schedule

          Reports on Form 8-K

            None














11
     

SIGNA                             TURES

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



                                   WALSHIRE ASSURANCE COMPANY
                                   (Registrant)




DATE:  August 13, 1997                  /s/ Kenneth R. Taylor               
                                   Kenneth R. Taylor
                                   Chairman, President and Chief
                                   Executive Officer





DATE:  August 13, 1997                  /s/ Gary J. Orndorff                
                                   Gary J. Orndorff
                                   Vice President/Treasurer
                                   and Chief Financial Officer

                   
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     12
                    
                     
SIGNATURES
                
 Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                   WALSHIRE ASSURANCE COMPANY
                                   (Registrant)




DATE:  August 13, 1997                  __________________________           
     
                                   Kenneth R. Taylor
                                   Chairman, President and Chief
                                   Executive Officer





DATE:  August 13, 1997                  __________________________           
    
                                   Gary J. Orndorff
                                   Vice President/Treasurer
                                   and Chief Financial Officer

                   
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     12