SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                   FORM 10-Q
                                QUARTERLY REPORT

       Under Section 13 or 15 (d) of the Securities Exchange Act of 1934

                              FOR SIX MONTHS ENDED

                                 June 30, 1997

                            Commission File:  0-3216

                   INVESTORS HERITAGE LIFE INSURANCE COMPANY
               (Exact name of registrant as specified in Charter)

                                    KENTUCKY
         (State of Other Jurisdiction of Incorporation or Organization)

                                   61-0574893
                      (IRS Employer Identification Number

                       200 Capital Avenue, P. O. Box 717
                           Frankfort, Kentucky  40602
                    (Address of Principal Executive Offices)

                 Registrant's Telephone Number - (502) 223-2361

          Securities registered pursuant to Section 13(g) of the Act:

                 Common Capital Stock par value $1.00 per share
                                (Title of Class)

           Number of outstanding shares as of June 30, 1997- 900,705

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 ____




                          PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings.

There are no legal proceedings to which the Registrant is a party  which are
material to the overall financial condition or the results of operations of the
Company.

ITEM 2.  Changes in Securities.

Not Applicable.

ITEM 3.  Defaults Upon Senior Securities.

Not Applicable.

ITEM 4.  Submission of matters to a Vote of Security Holders.

(a)  The annual meeting of the stockholders was held on May 8, 1997 at 10:00
a.m.  The purpose of the meeting was to elect directors.

(b)
To elect three (3) directors to hold office for a term of three (3) years or
until their successors are duly elected and qualified.

The following individuals were elected for a term of (3) years and the number
of votes cast was as follows:

Gordon C. Duke -- Number of votes Cast FOR - 825,632; WITHHELD - 572
Dr. Jerry F. Howell, Jr. -- Number of votes Cast FOR - 825,632; WITHHELD - 572
Robert M. Hardy, Jr. -- Number of votes Cast FOR - 825,769; WITHHELD - 435

The other directors whose terms will continue after the meeting are:

Harry Lee Waterfield II
Adron Doran
Helen S. Wagner
H. Glenn Doran 
Jerry F. Howell
Michael F. Dudgeon, Jr.

(c) 
No other matter was voted on at this meeting.  Proxies for the meeting  
were solicited pursuant to Regulation 14 under the Act.


ITEM  5.  Other Information.

Not Applicable.

ITEM 6.  Exhibits and Reports on Form 8-K.
(a)  Definitive Proxy Statements and Annual Reviews were filed with the
Securities and Exchange Commission.

(b)  There were no reports filed on Form 8-K during the quarter ended June 30,
1997.

(c)  Exhibit 27 - Financial Data Schedule.

                                   SIGNATURES

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

INVESTORS HERITAGE LIFE INSURANCE COMPANY

/s/
BY:  HARRY LEE WATERFIELD II
PRESIDENT
DATE:  August 7, 1997


/s/
BY:  JIMMY R. MCIVER
TREASURER
DATE:  August 7, 1997