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:  September 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 October 31, 1997:
Common stock - $.01 Par Value                    4,683,653 shares


                        
                
                
                WALSHIRE ASSURANCE COMPANY
   AND SUBSIDIARIES
        
                
                
                INDEX
              


                                                             PAGE 
                                                             NUMBER



Part I    FINANCIAL INFORMATION

Item 1.   Financial Statements

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

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

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

          Consolidated Statements of Cash Flows for the nine
          months ended September 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  . . . . . . . . . . . . . . . . . .   11

Item 1.   Legal Proceedings  . . . . . . . . . . . . . . . . . .   11

Item 2.   Changes in Securities  . . . . . . . . . . . . . . . .   11

Item 3.   Defaults Upon Senior Securities  . . . . . . . . . . .        11

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)
                                         September 30,  December 31,
               Assets                         1997          1996
                                          (Unaudited)

Investments:
  Held to maturity, at amortized cost:
     Fixed maturities (fair value $18,118 and
       $18,158) . . . . . . . . . . . . . . . .  $ 17,706        $ 17,923
  Available for sale, at fair value:
     Fixed maturities (cost $40,129 and
       $37,512) . . . . . . . . . . . . . . . .    40,585         37,356
     Equity securities (cost $10,259 and
       $8,711). . . . . . . . . . . . . . . . .    10,517           8,930
  Short-term investments . . . . . . . . . . . .     2,987          4,758
  Other investments. . . . . . . . . . . . . . .     2,050         2,051

     Total investments . . . . . . . . . . . . .    73,845        71,018

Cash. . . . . . . . . . . . . . . . . . . . . . .        494           637
Accrued investment income receivable. . . . . . .        829         847
Amounts receivable from reinsurers. . . . . . . .      -           1,837
Amounts receivable from reinsured company . . . .       546          563
Agents  balances (net of allowance for doubtful
  accounts of $120). . . . . . . . . . . . . . .     7,307          8,501
Installment premiums receivable . . . . . . . . .     6,913         8,514
Agents  balances and installment premiums 
  receivable from related parties. . . . . . . .     2,023          3,073
Premium finance receivables (net of unearned
  finance charges and allowance for credit
  losses of $103 and $109) . . . . . . . . . . .     4,547          4,836
Reinsurance receivable. . . . . . . . . . . . . .    27,564        19,699
Deferred acquisition costs. . . . . . . . . . . .     4,632        5,193
Property and equipment, (net of accumulated      
  depreciation of $2,076 and $1,725) . . . . . .     3,615          4,526
Other assets. . . . . . . . . . . . . . . . . . .     1,999         1,692

     Total assets. . . . . . . . . . . . . . . .  $134,314      $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)
                                                   September 30, December 31,
Liabilities and Shareholders  Equity                   1997         1996
                                                    (Unaudited) 



Liabilities:
  Unpaid claims and claim settlement expenses.     $ 42,567      $ 36,551
  Unearned premiums. . . . . . . . . . . . . .       27,907        33,250
   Amounts payable to reinsurers. . . . . . . .        3 902          -
  Short-term notes payable . . . . . . . . . .        5,206         7,293
  Long-term notes payable. . . . . . . . . . .          688         1,076
  Deposits by insureds . . . . . . . . . . . .        2,184         2,380
  Commissions payable to agents. . . . . . . .        1,321         1,681
  Commissions payable to related parties . . .          221           401
  Other liabilities. . . . . . . . . . . . . .      _ 1,959         1,470

     Total liabilities . . . . . . . . . . . .       85,955        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; 4,682 and
     4,651 shares issued and outstanding . . .           47            47
  Additional paid-in capital . . . . . . . . .       38,796        38,648
  Unrealized gains on investments available         
     for sale (net of deferred taxes of $243  
     and $21). . . . . . . . . . . . . . . . .          471            42 
  Retained earnings. . . . . . . . . . . . . .        9,044         8,096

     Shareholders  equity. . . . . . . . . . .       48,359        46,834

  Total liabilities and shareholders  equity .     $134,314      $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
                                                            September 30,_____ 
                                                          1997      1996   
                                                       (Unaudited)(Unaudited)


Revenues:
  Premiums earned . . . . . . . . . . . . . . . . .     $16,464   $ 14,622
  Premiums ceded. . . . . . . . . . . . . . . . . .     ( 7,091)   ( 2,956)
  Net premiums earned . . . . . . . . . . . . . . .       9,373     11,666
  Net investment income . . . . . . . . . . . . . .       1,110        821
  Net realized gains on investments . . . . . . . .         842        272
  Other . . . . . . . . . . . . . . . . . . . . . .         261        166
     Total revenues . . . . . . . . . . . . . . . .      11,586     12,925

Expenses:
  Claims and claim settlement expenses. . . . . . .      12,120      9,509
  Reinsurance recoveries. . . . . . . . . . . . . .     ( 5,484)   ( 1,773)
  Net claims and claim settlement expenses. . . . .       6,636      7,736
  Amortization of deferred acquisition costs. . . .       1,257      1,909
  Underwriting, general and administrative 
     expenses. . . . . . . . . . . . . . . . . . . .       1,889      2,055
   Dividends to policyholders. . . . . . . . . . . .         213       -
  Interest. . . . . . . . . . . . . . . . . . . . .         178        118 
     Total expenses . . . . . . . . . . . . . . . .      10,173     11,818 

Income before income taxes . . . . . . . . . . . . .       1,413      1,107
Provision for income taxes . . . . . . . . . . . . .         366        172
Net income . . . . . . . . . . . . . . . . . . . . .       1,047        935 
Less dividends on convertible preferred stock. . . .         104        104
Net income available for common stock. . . . . . . .     $   943   $    831

Net income per common share and common equivalent
  share:
  Primary:
     Net income . . . . . . . . . . . . . . . . . .     $   .20   $    .17

     Weighted average shares outstanding. . . . . .       4,784      4,778

  Fully diluted:
     Net income . . . . . . . . . . . . . . . . . .     $   .19   $    .17

     Weighted average shares outstanding. . . . . .       5,388      5,375




See accompanying notes to consolidated financial statements.


4                                    

                                   
                                   WALSHIRE ASSURANCE COMPANY
                                        AND SUBSIDIARIES
                                Consolidated Statements of Income


                                                  (In thousands,
                                                        except per share data)
                                                          Nine Months Ended
                                                            September 30,   _ 
                                                          1997      1996   
                                                       (Unaudited)(Unaudited)


Revenues:
  Premiums earned . . . . . . . . . . . . . . . . .     $48,014   $ 42,799
  Premiums ceded. . . . . . . . . . . . . . . . . .     (15,316)   ( 9,015)
  Net premiums earned . . . . . . . . . . . . . . .      32,698     33,784
  Net investment income . . . . . . . . . . . . . .       3,161      2,294
  Net realized gains on investments . . . . . . . .       2,235      1,041
  Other . . . . . . . . . . . . . . . . . . . . . .         593        528
     Total revenues . . . . . . . . . . . . . . . .      38,687     37,647

Expenses:
  Claims and claim settlement expenses. . . . . . .      34,812     26,276
  Reinsurance recoveries. . . . . . . . . . . . . .     (10,483)   ( 3,462)
  Net claims and claim settlement expenses. . . . .      24,329     22,814
  Amortization of deferred acquisition costs. . . .       4,585      5,295
  Underwriting, general and administrative 
     expenses. . . . . . . . . . . . . . . . . . . .       6,246      5,743
   Dividends to policyholders. . . . . . . . . . . .         213        117
  Interest. . . . . . . . . . . . . . . . . . . . .         543        291
     Total expenses . . . . . . . . . . . . . . . .      35,916     34,260 

Income before income taxes . . . . . . . . . . . . .       2,771      3,387
Provision for income taxes . . . . . . . . . . . . .         600        554
Net income . . . . . . . . . . . . . . . . . . . . .       2,171      2,833
Less dividends on convertible preferred stock. . . .         312        320
Net income available for common stock. . . . . . . .     $ 1,859   $  2,513

Net income per common share and common equivalent
  share:
  Primary:
     Net income . . . . . . . . . . . . . . . . . .     $   .39   $    .53

     Weighted average shares outstanding. . . . . .       4,803      4,778

  Fully diluted:
     Net income . . . . . . . . . . . . . . . . . .     $   .39   $    .53

     Weighted average shares outstanding. . . . . .       4,803      5,385



See accompanying notes to consolidated financial statements.



5                                   

                                   WALSHIRE ASSURANCE COMPANY AND SUBSIDIARIES
                                       Consolidated Statements of Cash Flows
                                                           (In thousands)
                                                       except per share data)  
             
                                                         Nine Months Ended
                                                           September 30, ____  

                                                          1997        1996
                                                       (Unaudited) (Unaudited)
Cash flows from operating activities:
  Net income . . . . . . . . . . . . . . . . . . . .    $  2,171    $  2,833
  Adjustments to reconcile net income to net
    cash provided by operating activities
      Net realized gains on investments. . . . . . .     ( 2,235)    ( 1,041)
      Decrease (increase) in assets:
       Accrued investment income receivable. . . . .          18     (    52)
       Amounts receivable from reinsurers. . . . . .       1,837         998 
       Amounts receivable from reinsured company . .          17     (    37)
       Agents  balances and installment premiums
        receivable . . . . . . . . . . . . . . . . .       2,795     ( 2,203)
       Agents  balances and installment premiums
        receivable from related parties. . . . . . .       1,050     (   713)
       Premium finance receivables . . . . . . . . .         289       1,162 
       Reinsurance receivables . . . . . . . . . . .     ( 7,865)    (11,008)
       Deferred acquisition costs. . . . . . . . . .         561     (   112)
       Other, net. . . . . . . . . . . . . . . . . .         204     (   554)
      (Decrease) increase in liabilities:
       Unpaid claims, claim settlement expenses and 
        claim drafts outstanding . . . . . . . . . .       6,016      13,588
       Unearned premiums . . . . . . . . . . . . . .     ( 5,343)      4,214
      Amounts payable to reinsurers . . . . . . . .       3,902        ---
       Deposits by insureds. . . . . . . . . . . . .     (   196)        403 
       Other, net. . . . . . . . . . . . . . . . . .     (    38)        603
  Net cash provided by operating activities. . . . .       3,183       8,081
Cash flows from investing activities:
  Purchase of investments:
    Held to maturity . . . . . . . . . . . . . . . .     ( 2,338)    ( 3,713)
    Available for sale . . . . . . . . . . . . . . .     (27,784)    (12,755)
  Sale of investments:
    Available for sale . . . . . . . . . . . . . . .      24,273       4,703
  Maturity of investments. . . . . . . . . . . . . .       4,010       4,267
  Net (purchase) sale of short term and other
    investments. . . . . . . . . . . . . . . . . . .       1,801     ( 2,939)
  Purchase of property and equipment . . . . . . . .     (   216)    ( 1,301)
  Sale of property and equipment . . . . . . . . . .         616           9
  Other, net . . . . . . . . . . . . . . . . . . . .     (   137)        403 
    Net cash provided by (used in) investing 
      activities . . . . . . . . . . . . . . . . . .         225     (11,326)
Cash flows from financing activities:
  Cash dividends paid. . . . . . . . . . . . . . . .     ( 1,223)    ( 1,128)
  Issuance of common stock . . . . . . . . . . . . .         148         890
  Proceeds from notes payable  . . . . . . . . . . .        ---        4,159 
  Payment of notes payable . . . . . . . . . . . . .     ( 2,476)    (   360)
    Net cash provided by (used in) financing 
      activities . . . . . . . . . . . . . . . . . .     ( 3,551)      3,561 
Net increase (decrease) in cash  . . . . . . . . . .     (   143)        316 
Cash at beginning of the period. . . . . . . . . . .         637          99
Cash at end of the period. . . . . . . . . . . . . .    $    494     $   415

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 September 30, 1997, the consolidated 
statements of income for the three and nine months ended September 30, 1997 and
1996, and the consolidated statements of cash flows for the nine 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 September 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 September 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, 1997 and 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.


    7

     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.

     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.

4.  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, the provision 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).

5.  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 September 30, 1997 decreased $1.3 
million, or 10.4%, from revenues for the three month period ended September 30,
1996.  This decrease was primarily the result of a decrease in net premiums
earned, offset, in part, by an increase in net realized gains on investments.
Even though net premiums earned decreased, premiums earned in the third quarter
of 1997 increased $1.8 million, or 12.6%, over premiums earned in the same 
period
in 1996 due to a greater amount of in force premiums in the third quarter of
1997. The decrease in net premiums earned is a  result of the Company ceding 
more
premiums to reinsurers in the current year than it did in 1996.  Direct premiums
written decreased $2.3 million, or 17.1%, in the three month period ended
September 30, 1997 when compared to the same period in 1996.  The following 
table
sets forth the direct premiums written by the Company for the three month 
periods
ended September 30, 1997 and 1996 by line of business.  
                                          (In thousands)
                                  Three months ended September 30,
                                        1997          1996        %Change 
          Auto liability        $ 4,282       $ 5,092       ( 15.9%)
          Auto physical damage        3,192         4,980       ( 35.9%)
          Workers  compensation         858         1,955       ( 56.1%)
          Inland marine                 606           752       ( 19.4%)
          Homeowners                    793           -            N/M   
          Other                       1,223           437        179.9% 
                 Total             $10,954       $13,216       ( 17.1%)

Expenses for the three month period ended September 30, 1997 decreased $1.6
million, or 13.9%, over expenses for the three month period ended September 30,
1996.  The decrease was primarily the result of a decrease in net claims and
claim settlement expenses and amortization of deferred acquisition costs.  The
decrease in net claims and claim settlement expenses was the result of a 
decrease in net premiums earned, offset, in part, by an increase in the 
statutory
loss ratio from 67.7% in 1996 to 72.1% in 1997. The increase in the loss ratio
was due primarily to increases in the loss ratio of the Company's auto liability
and auto physical damage products, offset, in part, by a reduction in the
provision for workers' compensation claims.  The decrease in the amortization of
deferred acquisition costs was primarily the result of the decrease in net
premiums earned and an increase in ceding commission income. The statutory
combined ratio for the three month period ended September 30, 1997 was 108.1%,
an increase from 99.4% for the three month period ended September 30, 1996.

Revenues for the nine month period ended September 30, 1997 increased $1.0
million, or 2.8%, from revenues for the nine month period ended September 30, 
1996.  This increase was primarily the result of increases in net investment
income and net realized gains on investments, offset, in part, by a decrease in
net premiums earned.  Even through net premiums earned decreased, premiums 
earned
in the first nine months of 1997 increased $5.2 million, or 12.2%, over premiums
earned in the same period in 1996 due to a greater amount of in force premiums
in the current year.  The decrease in net premiums earned is a result of the
Company ceding more premiums to reinsurers in the current year than it did in
1996.  Direct premiums written decreased $.9 million, or 2.1%, in the nine month
period ended September 30, 1997 when compared to the same period in 1996.  The
following table sets forth the direct premiums written by the Company for the
nine month periods ended September 30, 1997 and 1996 by line of business.

9
        

                                    (In thousands)
                                   Nine months ended September 30,

                                        1997          1996        %Change 
          Auto liability        $18,540       $18,211          1.8%
          Auto physical damage       12,727        16,390       ( 22.3%)
          Workers  compensation       2,813         5,066       ( 44.5%)
          Inland marine               2,365         2,491       (  5.1%)
          Homeowners                  2,132          -             N/M 
          Other                       3,488           802        334.9%
                 Total             $42,065       $42,960       (  2.1%)

Expenses for the nine month period ended September 30, 1997 increased $1.7
million, or 4.8%, over expenses for the nine month period ended September 30, 
1996.  The increase was primarily the result of increases in net claims and 
claim
settlement expenses and underwriting, general and administrative expenses,
offset, in part, by a decrease in the amortization of deferred acquisition 
costs. 
Increases in net claims and claim settlement expenses were the result of an
increase in the statutory loss ratio from 68.9% in 1996 to   75.8% in 1997. The
increase in the loss ratio was due primarily to increases in the loss ratio of
the Company's auto liability and auto physical damage products, offset, in part,
by a reduction in the provision for workers' compensation claims.  Increases in
underwriting, general and administrative expenses were primarily the result of
the additional operating expenses of Yorktowne Insurance Company, which was
acquired on September 30, 1996.  The decrease in the amortization of deferred
acquisition costs was primarily the result of increases in ceding commission
income and decreases in net premiums earned. The statutory combined ratio for 
the
nine month period ended September 30, 1997 was 110.1%, an increase from 98.4% 
for
the nine month period ended September 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.














10
        


Part II   OTHER INFORMATION

Item 1.   Legal Proceedings

          None

Item 2.   Changes in Securities

          None

Item 3.   Defaults Upon Senior Securities

          None

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

          None
          
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
                                 
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:  November 5, 1997                 /s/ Kenneth R. Taylor                
       
                                   Kenneth R. Taylor
                                   President and Chief
                                   Executive Officer





DATE:  November 5, 1997                 /s/ Gary J. Orndorff                 
        
                                   Gary J. Orndorff
                                   Vice President/Treasurer
                                   and Chief Financial Officer

                   
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     12
                    
                     
                     <PAGE>
                      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:  November 5, 1997                      __________________________     
           
                                   Kenneth R. Taylor
                                   President and Chief
                                   Executive Officer





DATE:  November 5, 1997                      __________________________     
          
                                   Gary J. Orndorff
                                   Vice President/Treasurer
                                   and Chief Financial Officer

                   
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     12