FORM 10-K
                   SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

(Mark One)                           
X    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange  
     Act of 1934 (No Fee Required)
     For the fiscal year ended     December 31, 1996       or
     Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 (No Fee Required)
     For the transition period from           to                   
     Commission file number   1-11340                     

                           LIFE RE CORPORATION                 
          (Exact Name of Registrant as Specified in its Charter)
   Delaware                                      01-0437851    
 (State or Other Jurisdiction of                (I.R.S.Employer
 Incorporation or Organization)                dentification No.)

 969 High Ridge Road, Stamford, CT                 06905                 
 (Address of Principal Executive Offices)        (Zip Code)
           
                            (203) 321-3000                               
          (Registrant's Telephone Number, Including Area Code)
 
       Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class              Name of Each Exchange on Which Registered
Common Stock, $.001 par value          New York Stock Exchange

     Securities registered pursuant to Section 12(g) of the Act:  NONE

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

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

As of March 19, 1997, the aggregate market value of Common Stock, $.001 
par value held by non-affiliates was $450,192,215.

                 APPLICABLE ONLY TO CORPORATE REGISTRANTS:

As of March 19, 1997, 13,558,666 shares of Common Stock, $.001 par value 
were outstanding.

                   DOCUMENTS INCORPORATED BY REFERENCE:

Certain information required by Items 10, 11, 12 and 13 of Form 10-K is
incorporated by reference into Part III hereof from the registrant's proxy
statement for the 1997 Annual Meeting which will be filed with the 
Securities and Exchange Commission within 120 days of the close of the
registrant's fiscal year ended December 31, 1996.

                        PAGE 1 of    Pages
                  EXHIBIT INDEX LOCATED AT PAGE                                
TABLE OF CONTENTS

Item                                                                  Page

                            PART I

 1  Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
 2  Properties . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
 3  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .   21
 4  Submission of Matters to a Vote of Security
    Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21

                            PART II

 5  Market for Registrant's Common Equity and
    Related Stockholder Matters. . . . . . . . . . . . . . . . . . .   22
 6  Selected Financial Data. . . . . . . . . . . . . . . . . . . . .   23
 7  Management's Discussion and Analysis of Financial
    Condition and Results of Operations. . . . . . . . . . . . . . .   25
 8  Financial Statements and Supplementary Data. . . . . . . . . . .   37
 9  Changes in and Disagreements with Accountants
    on Accounting and Financial Disclosure . . . . . . . . . . . . .   68

                           PART III

10  Directors and Executive Officers of the Registrant . . . . . . .   68
11  Executive Compensation . . . . . . . . . . . . . . . . . . . . .   68
12  Security Ownership of Certain Beneficial Owners and
    Management . . . . . . . . . . . . . . . . . . . . . . . . . . .   68
13  Certain Relationships and Related Transactions . . . . . . . . .   68

                            PART IV

14  Exhibits, Financial Statement Schedules,
    and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . .   69

                            PART I

ITEM 1

Business

    Life Re Corporation ("Life Re" or the "Company"), through its
principal wholly-owned subsidiary, Life Reassurance Corporation of
America ("Life Reassurance"), provides reinsurance for life and health
risks in the United States.  Life Re's major lines of business include
ordinary life reinsurance, group life reinsurance, group accident and
health and special risk reinsurance, Administrative Reinsurance(service
mark), and automobile credit life and disability reinsurance. 

    Life Re was founded in 1988 by Rodney A. Hawes, Jr., 
Douglas M. Schair and Jacques E. Dubois for the purpose of acquiring Life
Reassurance from General Reinsurance Corporation ("General Re").  Life
Reassurance has specialized in providing life reinsurance since its
formation in 1967.  Life Re serves as a holding company for all of the
common stock of TexasRe Life Insurance Company ("TexasRe"), which in turn
owns all of the common stock of Life Reassurance.  Life Re purchased all
of the common stock of Life Reassurance from General Re in November 1988
for an adjusted purchase price of $306.3 million (the "Acquisition").  At
that time, Life Re also purchased all of the common stock of TexasRe for
$0.3 million.

    In July 1995, Life Reassurance acquired all of the common stock of
John Deere Life Insurance Company (now known as Reassure America Life
Insurance Company or "REALIC") from two subsidiaries of Deere & Company
for an adjusted purchase price of $33.3 million. The acquisition of
REALIC provided Life Re with (i) the licenses and ability to administer
primary life insurance business and (ii) a platform for future
acquisitions of insurance in force and other life insurance companies. 
Through REALIC's Administrative Reinsurance(service mark) line of
business, Life Re is able to provide a financial benefit to its clients
through block reinsurance of existing insurance in force and the ability
to assist clients who wish to discontinue the administration of older
non-core blocks of business.  To this end, during 1996 REALIC entered
into a block reinsurance agreement with United Insurance Company of
America, and REALIC successfully completed the acquisition of Modern
American Life Insurance Company ("Modern") and Western Pioneer Life
Insurance Company ("Western") from an insurance subsidiary of I.C.H.
Corporation and New American Life Insurance Company ("New American") from
a subsidiary of General Accident plc.  All three of the  acquired
companies have been merged with and into REALIC.  

    TexasRe, Life Reassurance and REALIC are sometimes referred to
herein collectively as the "Subsidiaries."

    In 1995, Life Re formed a Bermuda subsidiary, Life Re
International, Ltd., for the reinsurance of domestic and internationally
generated life and health insurance risks.  Currently, Life Re
International, Ltd. has minimal business in force.

Business Written

  General

    The business of reinsurance generally consists of reinsurers, such
as Life Re, who enter into contractual arrangements (treaties) with
primary insurers (ceding companies) whereby the reinsurer agrees to
indemnify the ceding company for all or a portion of the risk associated
with the underlying insurance policy in exchange for a reinsurance
premium payable to the reinsurer.  Reinsurers also may enter into
retrocessional reinsurance arrangements with other reinsurers, which
operate in a manner similar to the underlying reinsurance arrangement
described above.  Under retrocessional reinsurance arrangements, the
reinsurer shifts a portion of the risk associated with the underlying
insurance policy to the retrocessionaires.

    Reinsurance agreements may be written on an automatic treaty basis
or facultative basis, and reinsurance may be marketed directly by the
reinsurer or through reinsurance intermediaries or brokers.  An automatic
treaty provides for a ceding company to cede contractually agreed-upon
risks on specific blocks of business to a reinsurer and binds that
reinsurer without obtaining further approval from that reinsurer. 
Facultative reinsurance is the reinsurance of  individual risks whereby a
reinsurer has the opportunity to analyze and separately underwrite a risk
prior to agreeing to accept the risk.  In addition, both automatic treaty
and facultative reinsurance may be written on either a quota share basis
(a percentage of each risk in the reinsured class of risk is assumed by
the reinsurer from the ceding company with premiums proportional to such
assumed risk being paid to reinsurers) or an excess of loss basis
(reinsurers indemnify the ceding company up to a contractually-specified
amount for a portion of loss exceeding a specified loss retention amount
in consideration of non-proportional premiums being paid).

    Life Re's major lines of business include  ordinary life
reinsurance, group life reinsurance, group accident and health and
special risk reinsurance, automobile credit life and disability
reinsurance, and Administrative Reinsurance(service mark).  These lines
of business cover the following risks: (i) mortality and morbidity, (ii)
investment, (iii) lapsation, and (iv) medical expense, disability and
accident.  Life Re writes reinsurance predominantly on a direct basis
with primary life insurance companies.  Life Reassurance has a closed
block of primary insurance in force consisting of single premium
annuities issued prior to 1986.  In addition, the Administrative
Reinsurance(service mark) line of business, which focuses on
administering primary life insurance in force, includes closed blocks of
directly written life insurance.

    The following table sets forth selected information for the
indicated periods concerning Life Re's insurance operations:

<TABLE>
<CAPTION>
       Distribution of Policy Revenues and Insurance in Force

                                     Years Ended December 31,              

                                         1996            1995             1994 
<S>                               <C>       <C>    <C>       <C>    <C>      <C>
                                    Amount    %     Amount    %      Amount   % 
(Dollars in thousands, except in force data)  

Policy revenues:
 Ordinary life
  reinsurance                     $268,902  59.6%  $243,672  63.6%  $224,998  64.1%
 Group life reinsurance             23,213   5.2     24,442   6.4     23,913   6.8 
 Group accident and health
  and special risk 
  reinsurance                      139,653  31.0    112,403  29.3    101,964  29.1 
 Administrative 
 Reinsurance(service mark)          18,013   4.0      2,714    .7 
 Automobile credit life
  and disability                     1,211    .2         --   0.0         --   0.0 

 Total policy revenues            $450,992 100.0%  $383,231 100.0%  $350,875 100.0%

Insurance in force
 at end of year(in
 millions and before
 reinsurance ceded):
 Ordinary life
  reinsurance                     $103,560         $ 83,668         $ 74,167
 Group life reinsurance              7,933            6,430            7,046
 Primary insurance                   4,519            1,185               --
      
 Total insurance
  in force                        $116,012         $ 91,283         $ 81,213

Ordinary life lapse
 ratio                                       9.4%            10.8%             9.9% 
</TABLE>

    Ordinary Life Reinsurance

      Ordinary life reinsurance is generally the reinsurance of
individual term life insurance policies, whole life insurance policies,
universal life insurance policies, and joint and survivor insurance
policies.  Life Re's ordinary life line of business includes all of these
products.

     Substantially all of Life Re's policy revenues with respect to 
ordinary life reinsurance are written on an automatic treaty basis. 
Ordinary life reinsurance is written on a facultative basis only in
limited circumstances, generally for primary insurers with which Life Re
has automatic treaty reinsurance business.  Facultative reinsurance is
individually underwritten by Life Re for each policy to be reinsured,
with the pricing and other terms established at the time the policy is
underwritten based upon rates negotiated in advance.  Most of Life Re's 
ordinary life reinsurance business is written on a quota share basis. 
Life Re generally requires ceding companies to retain at least 10% of
every risk, whether the business is written on an excess or quota share
basis.  Life Re generally limits its own net liability on any one
ordinary life risk to $1.0 million.  Life Re's reinsurance agreements
frequently provide for rights of recapture, which permit the ceding
company to increase the amount of liability it retains on the reinsured
policies after the policies have remained in force for a designated
period of time (generally between ten and twenty years).  Accordingly, an
increase in the amount of liability retained by the ceding company will
decrease both Life Re's insurance in force and premiums to be received
from the reinsured policies.

     Life Re's ordinary life reinsurance agreements typically remain in
force for the life of the underlying policies reinsured.  Life Re is
entitled to renewal policy revenues absent the death of the insured,
voluntary surrender or lapse of the policy due to nonpayment of premium
or the recapture by the ceding company of the risks reinsured.  

     The following table sets forth Life Re's policy revenues on 
ordinary life reinsurance first year business and renewal business for
the periods indicated:
<TABLE>
<CAPTION>
    Distribution of First Year and Renewal Policy Revenues 
                 for Ordinary Life Reinsurance

                                Years Ended December 31,
<S>                    <C>        <C>     <C>         <C>    <C>        <C>
                             1996                1995              1994      
                        Amount    %         Amount     %      Amount    %  
                                     (Dollars in thousands)
Ordinary life   
 reinsurance policy
 revenues: 
 First year (1)        $ 36,217   13.5%   $ 17,736    7.3%   $ 13,248   5.9% 
 
 Renewal                232,685   86.5     225,936   92.7     211,750  94.1  

  Total ordinary life
   reinsurance policy
   revenues            $268,902  100.0%   $243,672  100.0%   $224,998 100.0% 
</TABLE>
          
_____________
     (1)  First year policy revenues are premiums received within one
          year of the date of issuance of the underlying policy,
          whether reinsured by treaties entered into prior to or
          during the indicated period.

     As of December 31, 1996 Life Re reinsured ordinary life insurance
business under treaties with approximately 450 ceding companies.  In
1996, 45 ceding companies each accounted for at least $1.0 million of 
ordinary life reinsurance policy revenues and in the aggregate
represented approximately 89% of Life Re's  ordinary life reinsurance
policy revenues.  Life Re markets its ordinary life reinsurance to a
broad cross section of companies, which vary in size, corporate
structure and geographic location.  No ordinary life ceding company
accounted for more than 10% of Life Re's policy revenues in 1996.

     Life Re occasionally reinsures ordinary life insurance business on
an experience rated basis, whereby the ceding company receives a refund
of a portion of the profits resulting from favorable claims experience
with respect to the underlying policies.  Experience rating refunds
amounted to $5.1 million, $4.4 million and $2.8 million for 1996, 1995
and 1994, respectively.

     Life Re reinsures, or retrocedes, portions of certain risks for
which it has accepted liability.  Life Re's policy is to retain up to
$1.0 million of liability on any one life for ordinary life insurance. 
The next $10.0 million of liability in excess of $1.0 million is
retroceded to a pool of ten retrocessionaires.  In certain limited
circumstances Life Re reinsures policies where the underlying risk
exceeds $11.0 million.  In such cases, Life Re retrocedes any such risk
in excess of $11.0 million on a facultative basis.

     Each retrocessionaire in Life Re's current ordinary life pool
reinsures a percentage of each risk that is retroceded to the pool. 
Each of the domestic  participants in the pool is rated "A-" or better by
A.M. Best Company, Inc. ("A.M.  Best").  Although the foreign
retrocessionaires, which constitute 20% of the pool, are not rated by
A.M. Best, each of the foreign retrocessionaires provides Life Re with
an irrevocable letter of credit drawn on a U.S. bank or a U.S. branch of
a foreign bank in the amount of the reserves held by such
retrocessionaire for the benefit of Life Re.  If a foreign
retrocessionaire were to default on its payments, Life Re could collect
such funds by exercising its rights under the applicable letter of
credit.  To date, Life Re has not experienced a material default in
connection with its retrocessional arrangements nor any material
difficulty in collecting claims recoverable from its retrocessionaires.

   Group Life Reinsurance

     Group life reinsurance is the reinsurance of various types of
group life policies.  These policies generally include employee-employer
group term life (representing the majority of such business), voluntary
and supplemental term life, association or affinity term life, group
universal life and voluntary group universal life.  Group life
reinsurance generally is written on an annual basis resulting in the
terms of such contracts being subject to renegotiation or cancellation
each year.  Life Re typically reinsures group life clients on an
experience rated basis, whereby the ceding company receives a refund of
a portion of the profits resulting from favorable claims experience with
respect to the underlying policies.  Group life reinsurance policy
revenues were $23.2 million, $24.4 million and $23.9 million in 1996,
1995 and 1994, respectively.  Experience rating refunds amounted to $3.1
million, $3.8 million and $2.4 million for 1996, 1995, and 1994,
respectively.

     Life Re markets its group life reinsurance to a broad cross
section of client entities, which vary in size, corporate structure and
geographic location.  No group life client accounted for more than 5% of
Life Re's policy revenues in 1996.

     Life Re's group life retrocessionaire is rated "A" by A.M. Best and
Life Re has not experienced any material difficulties in its recovery of
group life claims.  Life Re's retention limit for group life insurance
business generally may be in an amount up to $350,000, with amounts in
excess thereof being retroceded.

   Group Accident and Health and Special Risk Reinsurance

     Group accident and health reinsurance consists of the reinsurance
of medical expense, disability and accident risks.  Special risk
reinsurance consists principally of accidental death coverage and
catastrophic excess of loss coverage, as well as occupational accident
coverage.  In the substantial majority of Life Re's group accident and
health reinsurance treaties, the original client is a self insured
corporate health plan.  Reinsurance for such self insured plans is
secured in order to minimize the risk to the plan of claims well in
excess of those originally projected.   The reinsurance is usually in
the form of specific and aggregate stop loss coverage.  Specific stop
loss coverages provide for reimbursement of individual losses in excess
of a specified per person retention.  Aggregate stop loss covers
accumulations of claims within the specified retention, once they exceed
an agreed percentage (usually 125%) of the total original estimated
claims cost.  The average specified retention is generally at a level in
excess of $25,000 to $100,000 per person.  Group accident and health and
special risk reinsurance policy revenues were $139.7 million, $112.4
million and $102.0 million in 1996, 1995 and 1994, respectively.

     Life Re generally participates in group accident and health
reinsurance through reinsurance facilities, and in the case of special
risk reinsurance, through pool arrangements. Such reinsurance facilities
typically are formed by managing general underwriters to accept given
types of risk.  The managing general underwriters then market their
facilities and invite reinsurers to share the risks.  Usually,
reinsurance facilities consist of several reinsurance companies.  Other
functions performed by managing general underwriters typically include
underwriting of the reinsurance risk, adjustment and payment of claims,
marketing and accounting. 

     Reinsurance of group accident and health and special risk business
generally is written on an annual basis resulting in the terms of such
contracts being subject to renegotiation or cancellation each year. 
Many of the specific and aggregate medical facilities have a profit
commission feature which is based on the profitability of the treaty.

     A substantial portion of the group accident and health and special
risk business was written on an excess basis as measured by policy
revenues.

     At December 31, 1996, Life Re reinsured risks under treaties with
approximately 150 ceding client entities with respect to group accident
and health and special risk business.  In 1996, twenty-nine  ceding
client entities each accounted for at least $1.0 million of group
accident and health or special risk policy revenues and represented, in
the aggregate, approximately 89% of Life Re's group accident and health
and special risk policy revenues.  Life Re markets its group accident
and health and special risk reinsurance to a broad cross section of
client entities, which vary in size, corporate structure and geographic
location.  No group accident and health or special risk ceding client
entity accounted for more than 5% of Life Re's  policy revenues in 1996.

     On group health reinsurance, Life Re generally retains up to
$300,000 for any one insured person per year.  Life Re's net liability
in excess of its retention up to $1.0 million is retroceded to a pool of
reinsurers and the next $1.0 million of liability is retroceded to a
single retrocessionaire.  For one group health client, Life Re has a
retrocessional arrangement with a single retrocessionaire.  Life Re has
not experienced any material difficulty in collecting claims recoverable
from its group health retrocessionaires.

     On special risk reinsurance, Life Re generally retains up to $1.0
million on any one risk.  Amounts in excess of $1.0 million are
retroceded to a syndicate of reinsurers in Europe. Life Re has not
experienced any difficulty in collecting claims recoverable from its
special risk retrocessionaires.

   Administrative Reinsurance(service mark)

     In furtherance of REALIC's strategy of providing its clients with
a financial benefit through block reinsurance of existing insurance in
force and assisting those clients who wish to discontinue the
administration of older non-core blocks of business, Life Re established
its Administrative Reinsurance(service mark) line of business. By
combining an administrative transfer with block reinsurance of insurance
in force, Life Re's clients may benefit financially in two ways: by
realizing the embedded value of the in force and freeing target surplus,
and by reducing overhead and variable expenses associated with these
older blocks.

     Administrative Reinsurance(service mark) takes at least two forms:
the reinsurance of non-core existing insurance in force from life
insurers, and the acquisition of life insurance companies that  lack
critical mass to effectively market products and efficiently administer
blocks of insurance.  In either case, Life Re, through REALIC, organizes
the conversion of the client's block of business to the systems of its
third party administrator, Cybertek Corporation ("Cybertek"), and ceases
new marketing of the products reinsured.  Before entering into
agreements for the acquisition of either blocks of business or insurance
companies, management of the Company conducts a review of each company's
underwriting standards and procedures and assesses each company's claims
history.  Through REALIC, Life Re has completed four of these
transactions since July 1995, which were the purchases of Modern,
Western and New American for an aggregate purchase price of
approximately $38.1 million, and the assumption of approximately 46,000
life insurance policies from United Insurance Company of America
("United"), a wholly-owned subsidiary of Unitrin, Inc. for a ceding
allowance of $5.6 million  These transactions added approximately $400.0
million in assets and liabilities to Life Re, consisting primarily of
fixed maturities and future policy benefits, respectively.
     
     REALIC utilizes the services of an outside administrator,
Cybertek, to provide most of the administrative services needed for the
primary business.  The administrative services provided by Cybertek are
set forth in a seven-year agreement between Cybertek and REALIC, and
include premium processing, billing, policyholder service and claims
administration.  The balance of REALIC's administrative services and the
supervision of Cybertek are performed by employees of REALIC and Life
Reassurance. 

   Automobile Credit Life and Disability Reinsurance

     During 1996, the Company entered into the automobile credit life
and disability reinsurance line of business.  In July 1996, Life Re
entered into certain transactions with Resource Financial Corporation
("Resource"), which was formerly Ryan Dealer Group and a subsidiary of
Aon Corporation ("Aon").  Ryan Dealer Group had over thirty years
experience in marketing and issuing, through its affiliates, credit life
and disability insurance products in connection with the sale of
automobiles.  Ryan Dealer Group was purchased from Aon by its management
employees and renamed Resource.  Resource also purchased from Aon a life
insurance carrier, American Combined Life Insurance Company, which was
renamed Resource Life Insurance Company ("Resource Life").

     Life Re's transactions with Resource included (i) the purchase of
5.9% of the voting and 32.7% of the non-voting stock of Resource, (ii)
the investment of $15.0 million in the preferred stock of, and a $5.0
million loan to, an intermediate holding company of Resource Life, and
(iii) reinsurance arrangements between Resource Life and Life
Reassurance.  The funds invested and loaned to the intermediate holding
company have been contributed to and are now retained by Resource Life
as capital and surplus.

     Much of the business produced by Resource Life originates from
automobile dealerships that own reinsurance companies.  These
reinsurance companies are referred to as Dealer Owned Reinsurance
Companies (each, a "DRC").  Generally, business sold at a dealership will
be reinsured to that dealer's DRC on a written basis for credit life
insurance and on an earned basis for credit disability insurance. 
Resource Life entered into reinsurance arrangements with Life
Reassurance under which a substantial majority of the credit life and
disability risks are reinsured to Life Reassurance which then retrocedes
such risks to the DRCs.

     Life Reassurance also has entered into reinsurance agreements with
affiliates of Aon, and in connection with such reinsurance arrangements
and the arrangements with Resource Life, Life Reassurance agreed to pay
contingent consideration to a subsidiary of Aon based on premiums
produced by Resource for a period of five years subsequent to July 1,
1996.

Underwriting

     Senior management has developed underwriting guidelines, policies
and procedures with the objective of controlling the quality and pricing
of business written.  Life Re's underwriting process emphasizes close
collaboration among its underwriting, actuarial, administration and
claims departments.

     Life Re determines whether to write reinsurance business by
considering many factors, including the type of risks to be covered,
ceding company retention and binding authority, product and pricing
assumptions and the ceding company's underwriting standards, financial
strength and distribution systems.  Life Re generally does not assume
100% of a risk and requires the ceding company to retain at least 10% of
every reinsured risk.  Life Re will assume a substantial portion of the
risk in connection with Administrative Reinsurance(service mark).

     Life Re regularly updates its underwriting policies, procedures
and standards to take into account changing industry conditions, market
developments and changes in medical technology. Life Re endeavors to
ensure that the underwriting standards and procedures of its ceding
client entities are compatible with those of Life Re.  Toward this end,
Life Re conducts periodic reviews of the ceding clients' underwriting
and claims procedures.  Life Re maintains its underwriting manual, which
is distributed for use by its ceding clients, to reflect current medical
technology and Life Re's underwriting standards.  In addition, with
respect to a portion of Life Re's group reinsurance business, certain
underwriting functions are performed on Life Re's behalf by managing
general underwriters according to underwriting guidelines reviewed by
Life Re.

Marketing

     Life Re has developed its business on the basis of direct
marketing relationships established over many years through responsive
service. Life Re's senior management is directly involved in all aspects
of Life Re's marketing efforts, including the formulation, execution and
evaluation of marketing strategies, the identification of marketing
opportunities and the maintenance of relationships with senior
executives at client companies.  Life Re seeks to evaluate each client's
specific reinsurance needs, tailor reinsurance programs to meet those
needs and be responsive in processing claims.  Life Re believes this
strategy will enable it to achieve its objective of favorably competing
on the basis of service as well as price.

     In January 1996, Life Re announced the creation of the Office of
Life Marketing.  The Office of Life Marketing is responsible for direct
marketing of life reinsurance products and group reinsurance products. 
These group reinsurance products include group life, major medical, and
catastrophic excess of loss business, all of which are marketed on a
direct basis.  The Office of Life Marketing consists of executives
having expertise in various disciplines within the insurance industry. 
These disciplines include actuarial, legal, marketing and underwriting. 
The Office of Life Marketing is designed to provide excellent service to
Life Re's clients by working with clients to identify and address their
specific needs.

     During 1996, substantially all policy revenues with respect to
ordinary life and group life reinsurance business were written directly
while approximately 11% of group accident and health and special risk
reinsurance was written directly.  The remaining 89% of group accident
and health and special risk reinsurance was placed through reinsurance
intermediaries, and of that amount, 27% was placed by a single
intermediary, D.W. Van Dyke and Company of Connecticut, Inc. 
Intermediaries solicit, negotiate or place reinsurance cessions or
retrocessions on behalf of a ceding insurer, reinsurer or a reinsurance
facility.  Intermediaries do not have the authority to bind Life Re with
respect to reinsurance agreements, and Life Re does not commit in
advance to accept any portion of the business that intermediaries
submit.

Claims Administration

     Life Re's claims department (i) reviews and verifies reinsurance
claims, (ii) obtains information necessary to evaluate claims, 
(iii) determines Life Re's liability with respect to claims and 
(iv) arranges for timely claim payments.  Claims are subjected to a
thorough review process to ensure that the risk was properly ceded, the
claim complies with the contract provisions and the ceding company is
current in the payment of reinsurance policy premiums to Life Re.
Ordinary life and group life claims generally are reputed on an
individual basis by the ceding entity.  The ceding entity will provide
the Company with proofs of loss, which the Company then reviews for
compliance with treaty terms.

     Ordinary life claims under policies reinsured on a facultative
basis and underwritten within the five previous years and ordinary life
claims under policies reinsured under automatic treaties and
underwritten within the two previous years generally are reviewed by the
underwriting department.  The claims department also investigates claims
generally for evidence of misrepresentation in the policy application
and approval process.  In addition to reviewing and paying claims, the
claims department monitors both specific claims and overall claims
handling procedures of ceding companies.

     Group accident and health claims generally are reported to 
the Company by the ceding entity on an aggregate basis.  The ceding 
entity will provide the Company with a listing of the claims paid
by the ceding entity, which the Company then reviews for compliance with
treaty terms.

     Cybertek provides claims administration for the Company's 
Administrative Reinsurance(service mark).  Cybertek reviews and processes 
all claims information and provides for the payment of claims.  The 
Company reviews and must approve prior to payment all claims received by 
Cybertek which involve a death benefit in excess of $100,000 or in which 
the insured died within two years of policy issuance.

Policy Benefit Liabilities

     Policy benefit liabilities comprise the majority of the Company's
financial obligations.  Policy benefit liabilities for other than
annuities and interest sensitive life insurance products reflected in
Life Re's consolidated financial statements included herein are based
upon Life Re's best estimates of mortality, persistency and investment
income, with appropriate provision for adverse deviation and the use of
the net level premium method. The liabilities for policy benefits
established by Life Re with respect to individual risks or classes of
business may be greater or less than those established by ceding
companies due to the use of different mortality and other assumptions. 
Policy benefit liabilities for annuities and interest sensitive life
insurance products are reported at the accumulated fund balance of such
contracts.  Policy benefit liabilities include both mortality and
morbidity claims in the process of settlement and claims that have been
incurred but not yet reported.  Actual experience in a particular period
may be worse than assumed experience and, consequently, may adversely
affect Life Re's operating results for such period.  See Notes 2 and 6
of "Notes to Consolidated Financial Statements" for certain additional
information regarding reserve assumptions under generally accepted
accounting principles ("GAAP").

Investments

     All investments made by Life Re are governed by the general
requirements and guidelines established and approved by the Boards of
Directors of Life Re and the Subsidiaries and by qualitative and
quantitative limits prescribed by Connecticut, Illinois and Texas
insurance laws and regulations.  Life Re's investment policy is designed
to maintain a high quality portfolio, maximize current income, maintain
a high degree of liquidity, and attempt to match the cash flows of the
portfolio to the required cash flows of Life Re's liabilities.  

     At December 31, 1996, Life Re's invested assets had an aggregate
fair value of $1,833.2 million, of which 94% were fixed maturities with
a weighted average investment quality rating of "A."  At December 31,
1996, the weighted average duration of invested assets was 6.3 years. 
In the event the duration of invested assets were to materially differ
from the duration of liabilities and if significant rapid increases or
decreases in market interest rates were to occur, Life Re could be
required to sell assets at a loss or incur liabilities with respect to
policies in excess of investment income.  Such consequences could have a
material adverse effect on Life Re's capital resources and financial
condition.  Although no assurances as to future performance can be
given, Life Re has not experienced any material differences in cash
flows relating to its assets and liabilities.

     Life Re's investment securities are managed by two professional
investment advisors, Conseco Capital Management, Inc. ("CCM") and
Liberty Capital Advisors, Inc. ("LCA"), each of which manages a segment
of the portfolio.  Certain equity and short-term investments aggregating
approximately $44.4 million at fair value are managed directly by 
Life Re.  CCM is the primary investment advisor for Life Re, managing
81% of its invested assets (approximately $1,480.0 million at fair value
as of December 31, 1996).  LCA acts as an investment advisor for the
portion of Life Re's invested assets relating to the reinsured universal
life insurance policies of an affiliate of LCA (approximately $244.0
million at fair value as of December 31, 1996).  The LCA-managed assets
are held in separate custody accounts and are managed to achieve a
desired spread between investment earnings and interest credited on the
underlying universal life policies.  The agreements with CCM and LCA may
be terminated by either party at the end of each calendar year upon
sixty days' notice.  The performance of CCM and LCA and the fees
associated with the arrangements are periodically reviewed by the Boards
of Directors of Life Re and the Subsidiaries.

     The following table summarizes certain of Life Re's investment
results for the years indicated:
<TABLE>
<CAPTION>
                      Investment Results

                                              Years ended December 31,  
                                           1996         1995      1994 
                                               (Dollars in thousands)   
<S>                                    <C>           <C>          <C>

Total invested assets (1)              $1,833,242    $1,504,175   $998,518 
Investment income, net of
  related expenses                     $  124,340    $   98,616   $ 82,438 
Effective yield rate (2)                     7.77%         8.16%      8.15%
Realized investment gains              $   17,210    $    3,702   $     89
</TABLE>
__________________
     (1)  Fair value at end of the indicated year.
     (2)  The effective yield rate equals (i) net pre-tax investment
          income divided by (ii) the average of total adjusted invested
          assets (fixed maturities at amortized cost) at the end of
          each calendar quarter included in the indicated period.  

     Life Re's invested assets consist primarily of fixed maturities and
equity securities, with the majority being fixed maturities.  The
Company's fixed maturities are invested primarily in U.S. government
obligations, foreign government obligations, public utilities
obligations, corporate fixed maturities, and mortgage-backed securities. 
Equity securities are primarily nonredeemable preferred stock.

     Mortgage-backed securities represented approximately 21% of total
invested assets as of December 31, 1996.  Investors in these securities
are compensated primarily for reinvestment risk rather than credit
quality risk.  Investments in mortgage-backed securities include
collateralized mortgage obligations ("CMOs") and mortgage-backed pass-through
securities.  Mortgage-backed securities generally are
collateralized by mortgages issued by the Government National Mortgage
Association ("GNMA"), the Federal National Mortgage Association ("FNMA")
and the Federal Home Loan Mortgage Corporation ("FHLMC"), all of which are
agencies of the U.S. government.  Of these, only GNMA mortgages are
backed by the full faith and credit of the U.S. government.  Credit risk
generally is not a consideration when investing in agency mortgage-backed
securities.  Life Re's mortgage-backed securities portfolio had a
weighted average investment quality rating of AAA at December 31, 1996.

     At December 31, 1996 approximately 36% of Life Re's mortgage-backed
investment portfolio consists of planned amortization class ("PAC") and
target amortization class ("TAC") instruments.  These investments are
designed to amortize in a more predictable manner by shifting the primary
risk of prepayment of the underlying collateral to investors in other
tranches ("support classes") of the CMO.

     In addition to the fixed maturities and equity securities,
approximately 3% of the Company's invested assets consisted of policy
loans at December 31, 1996.  These policy loans present no credit risk
because the amount of the loan cannot exceed the obligation due the
ceding company upon the death of the insured or surrender of the
underlying policy.  The policy loan interest rates charged are determined
by the provisions of the treaties in force and the underlying policies. 

Competition

     Life Re operates in a highly competitive environment.  Reinsurers
compete based upon many factors, including financial strength, A.M. Best
rating, pricing and other terms and conditions of reinsurance agreements,
reputation, service and experience in the lines of business underwritten. 
Life Re believes that there are over 30 companies with significant 
competitive positions within the ordinary life, group life, group accident
and health and special risk reinsurance markets within the United States.  
Life Re believes that within this market it is among the five largest of 
those companies, based on reinsurance in force.  

     In connection with Administrative Reinsurance(service mark), the 
nature of the competition faced by Life Re depends on the company targeted 
for acquisition or the block of business to be reinsured.  Based on results 
achieved thus far, Life Re believes that it is competitively positioned to
achieve its objectives for growth in this area.

A.M. Best Rating

     Life Reassurance has been rated "A+" (Superior) by A.M. Best every
year since 1981.  A.M. Best's ratings for insurance companies currently
range from "A++" to "F", and some companies are not rated.  Publications
of A.M. Best indicate that "A++" and "A+" ratings are assigned to those
companies which in A.M. Best's opinion have achieved superior overall
performance when compared to the norms of the life insurance industry and
generally have demonstrated a strong ability to meet their policyholder
and other contractual obligations.  Life Reassurance's A.M. Best
"Financial Size Category" is Class VIII, which encompasses companies with
adjusted policyholders' surplus of $100.0 million to $250.0 million.

     REALIC is currently rated "A" (Excellent) by A.M. Best, the rating
that was given to REALIC prior to its acquisition by Life Reassurance. 
Publications of A.M. Best indicate that "A" and "A-" ratings are assigned
to those companies which in A.M. Best's opinion have a strong ability to
meet their obligations to policyholders over a long period of time. 
During 1996, REALIC's A.M. Best "Financial Size Category" was Class VI,
which encompasses companies with adjusted policyholders' surplus of $25.0
million to $50.0 million.  At December 31, 1996, REALIC's adjusted
policyholder surplus was approximately $39.0 million.

     In evaluating a company's financial and operating performance, 
A.M. Best reviews such company's profitability, leverage and liquidity as
well as its book of business, the adequacy and soundness of its
reinsurance, the quality and estimated market value of its assets, the
adequacy of its policy reserves and the experience and competency of its
management.  A.M. Best's ratings are based upon factors of concern to
policyholders, agents and intermediaries and are not directed toward the
protection of investors.

Employees

     As of December 31, 1996, Life Re had 123 employees.  None of these
employees is represented by a labor union.  Life Re believes that its
relationship with its employees is generally satisfactory.

Regulation

     Life Re and the Subsidiaries are subject to the insurance laws and
regulations of Connecticut, Illinois and Texas, the domiciliary states of
the Subsidiaries, and the laws and regulations of the other states in
which the Subsidiaries are licensed to do business.  At present, Life
Reassurance is licensed to conduct business or is an authorized reinsurer
in all 50 states, the District of Columbia and  Puerto Rico, and REALIC
is licensed to conduct business in all such locations except for New
Hampshire, New York, the District of Columbia and Puerto Rico.  The
insurance laws and regulations, as well as the level of supervisory
authority that may be exercised by the various state insurance
departments vary by jurisdiction, but generally grant broad powers to
supervisory agencies or state regulators to examine and supervise
insurance companies and insurance holding companies with respect to every
significant aspect of the conduct of the insurance business.  These laws
and regulations generally require insurance companies to meet certain
solvency standards and asset tests, to maintain minimum standards of
business conduct and to file certain reports with regulatory authorities,
including information concerning their capital structure, ownership and
financial condition.  The Subsidiaries generally are required to file
annual and quarterly statutory financial statements in each jurisdiction
in which they are licensed.  Additionally, the Subsidiaries are subject
to periodic examination by the insurance departments of the jurisdictions
in which each is licensed, authorized and accredited.  The Connecticut
Insurance Department and the Texas Department of Insurance completed
their most recent respective examinations of Life Reassurance and TexasRe
for the years ended December 31, 1987 through December 31, 1992, and the
Texas Department of Insurance is in the process of completing its
examination of TexasRe for years through December 31, 1995.   The
Illinois Department of Insurance completed its most recent examination of
REALIC for years through December 31, 1991 and is in the process of
completing an examination of REALIC for subsequent years through December
31, 1995.  The results of each of the completed examinations contained no
findings which would have a material adverse effect on the operations of
any of the Subsidiaries.  Although the rates and policy terms of primary
insurance agreements are regulated by state insurance departments, the
rates, policy terms and conditions of reinsurance agreements generally
are not subject to regulation by any regulatory authority.

     Restrictions on Dividends and Distributions.  The principal sources
of cash for Life Re to make payments of principal, interest and dividends
are payments under two surplus notes issued by TexasRe to Life Re in
connection with the Acquisition (the "Surplus Debentures") and dividends
paid by TexasRe.  TexasRe's principal sources of funds are dividends from
Life Reassurance and distributions by Life Reassurance under a tax
allocation agreement among Life Re, TexasRe and Life Reassurance (the
"Tax Allocation Agreement"), a portion of which distributions are used to
pay TexasRe's income taxes.   Under current Connecticut, Illinois and
Texas laws, any proposed payment of a dividend or distribution which,
together with dividends or distributions paid during the preceding twelve
months, exceeds the greater of (i) 10% of statutory capital and surplus
as of the preceding December 31 or (ii) statutory net gain from
operations for the preceding calendar year, is designated an
"extraordinary dividend" and may not be paid until either it has been
approved, or a 30-day waiting period shall have passed during which it
has not been disapproved, by the Insurance Commissioner of the State of
Connecticut (the "Connecticut Insurance Commissioner"), the Director of
Insurance of the State of Illinois (the "Illinois Director of Insurance")
or the Commissioner of Insurance of the State of Texas (the "Texas
Insurance Commissioner"), as the case may be.  In addition, Connecticut
law provides that an insurance company may not pay dividends in an amount
exceeding its earned surplus without prior regulatory approval.  Life
Reassurance has received approval from the Connecticut Department of
Insurance to define its earned surplus for this purpose to include
amounts of paid in surplus in excess of $125.0 million, and as of
December 31, 1996, such earned surplus was $43.9 million.  Currently, no
prior approval of the Texas Department of Insurance is required to pay
scheduled principal or interest on the Surplus Debentures provided that,
after giving effect to any such payment, the statutory surplus of TexasRe
exceeds $125.0 million.  Life Reassurance paid $14.9 million of dividends
in 1996, although the maximum amount of dividends Life Reassurance could
have paid in 1996 without the prior approval of the Connecticut Insurance
Commissioner was $34.8 million. Life Reassurance paid the maximum amount
of dividends permitted without the prior approval of the Connecticut
Insurance Commissioner of $30.9 million and $13.5 million in 1995 and
1994, respectively.  TexasRe had the capacity to pay dividends of $27.1
million, $28.2 million and $15.4 million in 1996, 1995 and 1994,
respectively, without the prior approval of the Texas Insurance
Commissioner.  TexasRe paid dividends aggregating $12.1 million and $15.0
million in 1996 and 1995, respectively.  No dividends were paid by
TexasRe in 1994.  REALIC has not paid any dividends subsequent to its
acquisition by Life Reassurance in July 1995.  The maximum amount of
dividends REALIC may pay to Life Reassurance in 1997 without the prior
approval of the Illinois Commissioner is $8.1 million.

     The Connecticut, Illinois and Texas insurance laws require that the
statutory surplus of Life Reassurance, REALIC and TexasRe, as the case
may be, following any dividend or distribution, be reasonable in relation
to its outstanding liabilities and adequate to meet its financial needs. 
The Insurance Commissioner of any such state may bring an action to
enjoin or rescind the payment of a dividend or distribution that would
cause statutory surplus to be unreasonable or inadequate under this
standard.

     In the event of a default on Life Re's debt or the bankruptcy,
liquidation or other reorganization of Life Re, the creditors and
stockholders of Life Re will have no right to proceed against the assets
of Life Reassurance, REALIC or TexasRe.  If Life Reassurance, REALIC or
TexasRe were to be liquidated, such liquidation would be conducted by the
Connecticut, Illinois or Texas Insurance Commissioner, as the case may
be, as the receiver with respect to such insurance company's property and
business.  Under the Connecticut, Illinois and Texas insurance laws, all
creditors of such insurance companies, including, without limitation,
holders of its reinsurance agreements and the various state guaranty
associations, would be entitled to payment in full from such assets
before Life Re, as a stockholder, would be entitled to receive any
distribution therefrom.

     NAIC Regulatory Changes.  The NAIC and insurance regulators are in
the process of reexamining existing laws and regulations and their
application to insurance companies.  In particular, this reexamination
has focused on insurance company investment and solvency issues and, in
some instances, has resulted in new interpretations of existing law, the
development of new laws and the implementation of nonstatutory
guidelines.  The NAIC has formed committees and appointed advisory groups
to study and formulate regulatory proposals on diverse issues.  As part
of this review, the NAIC recently adopted the Valuation of Life Insurance
Policies Model Regulation (the "Model Regulation").

     If adopted in its current form, the Model Regulation will have the
greatest impact on level term life insurance products with current
premiums guaranteed for more than five years.  Companies with these
products generally will have to increase reserves above the current
levels or limit the period of guaranteed premiums to five years.  The
Model Regulation also will impact the reserve requirements for other
increasing premium products, deficiency reserves and certain benefit
guarantees in universal life products.  The Model Regulation will not
impact the financial statements of Life Re prepared in accordance with
GAAP; however, as a statutory accounting principle, the Model Regulation
may impact the statutory financial statements of the Subsidiaries.  

     Codification.  In addition to the above regulatory changes being
reexamined and considered by the NAIC, the NAIC is in the process of
codifying  statutory accounting principles.  The purpose of such
codification is to establish a uniform set of accounting rules and
regulations for use by insurance companies in financial report
preparation in connection with financial reporting to regulatory
authorities.  The Company is unable to determine what impact, if any,
this codification will have on its Subsidiaries' statutory surplus
requirements.

     Assessments Against Insurers.  Under insolvency or guaranty laws in
most states in which Life Re operates, insurers can be assessed for
policyholder losses incurred by insolvent insurance companies.  At
present, most insolvency or guaranty laws provide for assessments based
upon the amount of primary insurance, rather than reinsurance,
underwritten in a given jurisdiction.  Primary insurance written by
REALIC is subject to such laws.  REALIC incurred an immaterial amount of
guaranty fund assessments in 1996.  To date, Life Re has paid only a de
minimis amount of assessments with respect to insurer insolvency
proceedings.

     Insurance Holding Company Regulations.  Life Re and the
Subsidiaries are subject to regulation under the insurance and insurance
holding company statutes of Connecticut, Illinois and Texas.  The
insurance holding company laws and regulations vary from jurisdiction to
jurisdiction, but generally require insurance and reinsurance
subsidiaries of insurance holding companies to register with the
applicable state regulatory authorities and to file with those
authorities certain reports describing, among other information, their
capital structure, ownership, financial condition, certain intercompany
transactions and general business operations.  The insurance holding
company statutes also require prior regulatory agency approval or, in
certain circumstances, prior notice of certain material intercompany
transfers of assets as well as certain transactions between insurance
companies, their parent companies and affiliates.

     Under the Connecticut, Illinois and Texas insurance laws, unless
(i) certain filings are made with the Connecticut Insurance Department,
the Illinois Department of Insurance or the Texas Department of
Insurance, as the case may be, (ii) certain requirements are met,
including, in the case of Texas, a public hearing and/or (iii) approval
or exemption is granted by the applicable insurance commissioner, no
person may acquire any voting security or security convertible into a
voting security of an insurance holding company, such as Life Re, which
controls  a  Connecticut insurance company or an Illinois insurance
company or a Texas insurance company, or merge with such a holding
company, if as a result of such transaction such person would "control"
the insurance holding company.  "Control" is presumed to exist in
Connecticut, Illinois and Texas if a person directly or indirectly owns
or controls 10% or more of the voting securities of another person.
     
     Federal Regulation.  Although the federal government generally does
not directly regulate the insurance or reinsurance industries, federal
legislation, financial services regulation and federal taxation can
significantly affect the insurance business.  In recent years, increased
scrutiny has been placed upon the insurance regulatory framework and
legislation has been introduced in Congress which could result in the
federal government assuming some role in the regulation of the insurance
industry. 

     It is not possible to predict the future impact of changing state
and federal regulation on the operations of the Subsidiaries or Life Re,
and there can be no assurance that existing insurance related laws and
regulations will not become more restrictive in the future or that laws
and regulations enacted in the future will not be more restrictive. 
     
Tax Matters  

     Under applicable provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), a life insurance company is not permitted to
file a consolidated federal income tax return with a company that is not
a life insurance company until such life insurance company has been a
member of the "affiliated group" (as such term is defined for federal
income tax purposes) for five taxable years.  REALIC will file a separate
company income tax return for 1996.  Although TexasRe and Life
Reassurance (together, the "Life Tax Group") as life insurance companies,
could and did file a consolidated federal income tax return, prior to
1994 they could not file a consolidated federal income tax return with
Life Re.  As a result, to the extent Life Re generated taxable losses,
such losses could not be used to offset the taxable income reported on
the consolidated federal income tax return of the Life Tax Group.  
Life Re began filing consolidated federal income tax returns with the
Life Tax Group commencing with its 1994 federal income tax return.  Only
losses generated by Life Re during consolidated years can be used to
offset taxable income of the Life Tax Group reported on the consolidated
federal income tax return and those losses can only be so used to a
limited extent (generally, the lesser of 35% of such losses or 35% of the
taxable income of the Life Tax Group).

     Pursuant to the Tax Allocation Agreement, the members of the Life
Tax Group are required to pay to Life Re an amount of tax measured by the
total amount that would have been due and payable by the Life Tax Group
to the taxing authorities had the Life Tax Group filed a life insurance
company consolidated federal income tax return.  That amount is required
to be paid even if Life Re is, due to its own tax status apart from the
Life Tax Group, in a net tax loss or nontaxable position.  In the event
that the Life Tax Group incurs tax losses, credits or other benefits
(including tax loss or credit carryforwards) that reduce the tax
liability of the consolidated group consisting of the Life Tax Group and
Life Re, Life Re is required to pay to the Life Tax Group the amount of
such reduction. 

ITEM 2

Properties

     Life Re's principal operations are conducted from approximately
51,000 square feet of leased office space located at 969 High Ridge Road,
Stamford, Connecticut 06905.  The lease with respect to such space
expires on September 30, 2004.  The rental expense paid by Life Re under
the lease during 1996 was $.9 million.

ITEM 3

Legal Proceedings

     Life Re is not a party to any material pending litigation or
arbitration.

ITEM 4

Submission of Matters to a Vote of Security Holders

     During the fourth quarter of 1996, no matters were submitted to the
security holders of Life Re for a vote.



                            PART II

ITEM 5

Market for Registrant's Common Equity and Related Stockholder Matters

MARKET INFORMATION

The common stock of Life Re has been listed for trading on the New York
Stock Exchange (the "NYSE") since October 28, 1992, the date of Life Re's
initial public offering, under the symbol LRE.  Based upon information
reported in the Bloomberg consolidated transaction reporting system, the
high and low sales prices for each quarterly period from January 1, 1995
to December 31, 1996 were:

Period                                          High         Low  
   
_________________________________________________________________________

January 1, 1995 - March 31, 1995. . . . .       20           17-3/8 
April 1, 1995 - June 30, 1995 . . . . . .       19-5/8       16-1/2
July 1, 1995 - September 30, 1995 . . . .       21-7/8       17-3/8 
October 1, 1995 - December 31, 1995 . . .       25           20-1/4
January 1, 1996 - March 31, 1996  . . . .       27-3/8       22-1/2
April 1, 1996 - June 30, 1996 . . . . . .       31           27-1/2
July 1, 1996 - September 30, 1996 . . . .       36           26-5/8
October 1, 1996 - December 31, 1996 . . .       38-5/8       33-3/4 
__________________________________________________________________________     
                                                                
As of March 5, 1997, there were approximately 3,400 holders of the
outstanding shares of common stock, including individual participants in
securities position listings.

DIVIDENDS

Dividends of $0.07 per share and $0.10 per share were declared in each
calendar quarter of 1995 and 1996, respectively.  On February 10, 1997,
Life Re's Board of Directors declared a dividend of $0.13 per share to be
paid on March 26, 1997.

The declaration and payment of future dividends to holders of its common
stock by Life Re will be at the discretion of the Board of Directors and
will depend upon Life Re's earnings and financial condition, capital
requirements of its subsidiaries, regulatory considerations and other
factors the Board of Directors deems relevant.  (See "Liquidity and
Capital Resources" in Management's Discussion and Analysis of Financial
Condition and Results of Operations and Note 9 of  "Notes to Consolidated
Financial Statements" included elsewhere herein.)  Life Re's general
policy is to retain most of its earnings to finance the growth and
development of its business.

ITEM 6                        

SELECTED FINANCIAL DATA                            

The following table sets forth selected financial data and other operating
information.  The selected financial data have been derived from the
consolidated financial statements of Life Re Corporation and
Subsidiaries ("Life Re" or the "Company") and should be read in conjunction
with the consolidated financial statements and accompanying notes of Life
Re and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere herein.
<TABLE>
<CAPTION>
                                         Years Ended December 31,              

                                  1996      1995      1994      1993      1992 
  
<S>                             <C>       <C>       <C>       <C>       <C>
                                      (In millions, except per share data)     
  
INCOME STATEMENT DATA

Policy revenues                 $  451.0  $  383.2  $  350.9  $  289.0  $ 250.9
Investment income                  124.3      98.6      82.4      73.5     72.6
Realized investment gains           17.2       3.7        .1      21.0     27.1
Equity in earnings of investee        --        --        --        --      4.3
Total revenues                  $  592.5  $  485.5  $  433.4  $  383.5  $ 354.9

Policy benefits                 $  332.5  $  281.5  $  245.8  $  208.7  $ 171.5
Policy acquisition costs           111.9      95.7      88.7      71.1     65.5
Interest expense                     8.4      10.7       9.1       9.9     18.9
Income before federal income 
 taxes                              76.1      54.8      52.8      60.6     68.6
Extraordinary charge (1)              --       1.0        --        --      8.6
Net income                          54.2      34.6      34.3      39.2     36.4
Preferred stock 
 dividends                            --        --        --        --      5.7
Earnings applicable to
 common shareholders                54.2      34.6      34.3      39.2     30.7
Earnings per common share           3.89      2.32      2.21      2.50     2.69
Dividends per common share      $    .40  $    .28  $    .24  $    .20       --
Weighted average common and 
 common equivalent shares           13.9      14.9      15.5      15.7     11.4

BALANCE SHEET DATA

Invested assets                 $1,833.2  $1,504.2  $  998.5  $  944.6 $  845.2
Total assets                     2,519.3   2,024.1   1,442.3   1,339.7  1,167.2
Total debt (1)                     125.0     140.0     140.0     150.0    165.0
Common shareholders'
 equity (1)                        290.1     279.3     194.9     230.7    170.8
Total debt to total
 capitalization                       30%       33%       42%       39%      49%
 
STATUTORY DATA

Capital and surplus (2)         $  209.3  $  208.2  $  193.8  $  187.4  $ 214.1
Ratio of capital and 
 surplus to insurance 
 liabilities (2)(3)                   12%       15%       20%       24%      31%
Life insurance in force (3)      116,012    91,283    81,213    79,652   74,408

</TABLE>
__________________

     (1)  In November 1992, Life Re completed an offering of 10.6
          million shares of its common stock (the "Offering") with net
          proceeds to Life Re totaling $100.6 million.  At such time
          Life Re incurred new debt of $165.0 million under a credit
          agreement (the "1992 Credit Agreement") with a syndicate of
          banks.  Life Re used the net proceeds of the Offering and the
          borrowings under the 1992 Credit Agreement to redeem all
          outstanding preferred stock and prepay all existing debt. 
          Costs related to the prepayment were accounted for as an
          extraordinary charge.  Effective November 2, 1995, Life Re
          amended and restated the 1992 Credit Agreement (the "1995
          Credit Agreement"), resulting in the writeoff of related
          unamortized loan costs which was accounted for as an
          extraordinary charge.

     (2)  Amounts have been derived from the Annual Statements of Life
          Reassurance Corporation of America ("LRCA") and Reassure
          America Life Insurance Company ("REALIC"), as filed with
          insurance regulatory authorities and prepared in accordance
          with statutory accounting practices.  For purposes of this
          presentation, capital and surplus is defined as statutory
          capital and surplus of LRCA only, as its capital and surplus
          materially reflects that of the combined insurance
          subsidiaries plus the Asset Valuation Reserve ("AVR") and the
          Interest Maintenance Reserve ("IMR") of LRCA and REALIC.

     (3)  Liabilities and life insurance in force include the combined
          amounts for LRCA, TexasRe Life Insurance Company ("TexasRe"),
          and in 1996 and 1995, REALIC.  For purposes of computing the
          ratio of statutory capital and surplus to liabilities, the
          denominator consists of liabilities excluding AVR and IMR.

ITEM 7

Management's Discussion and Analysis of Financial Condition and Results of
Operations

     The following analysis of Life Re's consolidated financial condition
and results of operations should be read in conjunction with "Selected
Financial Data" and the consolidated financial statements and accompanying
notes included elsewhere herein.

     With the exception of historical information, the matters contained
in the following analysis are "forward looking statements," within the
meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such
statements may include, but are not limited to, projections of earnings,
revenues, income, or loss, capital expenditures, plans for future
operations and financing needs or plans, as well as assumptions relating
to the foregoing.

     Forward looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified.  Future
events and actual results, performance and achievements could differ
materially from those set forth in, contemplated by or underlying the
forward looking statements.  Such factors include, but are not limited to,
general economic and business conditions which may impact the need and/or
financial ability to obtain reinsurance, insurance or retrocessional
reinsurance; changes in laws and government regulations applicable to Life
Re; the ability of Life Re to successfully implement its operating
strategies (which strategies are described herein); material fluctuations
in interest rate levels; material changes in morbidity and mortality
experience; material changes in the level of operating expenses; and the
success or failure of certain of Life Re's clients in premium writing.

General

     The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions developed by management.  Any adjustments to reported bases of
assets or liabilities resulting from changes in estimates are reflected in
earnings in the period the estimates are revised.  Certain management
estimates are based, in part, on information provided by ceding companies. 
As is usual in the reinsurance business, Life Re's ceding companies
periodically update, refine and revise reinsurance information provided to
Life Re.  The financial effects resulting from the incorporation of
revised data are reflected in earnings as changes in estimates.

     Mortality and morbidity experience, both significant factors in the
determination of the results of operations of Life Re, generally are
predictable over time but are subject to fluctuations from year to year
and quarter to quarter.  Significant fluctuations from period to period
could adversely affect Life Re's results of operations.

     Life Re's reinsurance agreements frequently provide for rights of
recapture, which permit the ceding company to increase the amount of
liability it retains on the reinsured policies after the policies have
remained in force for a designated period of time (generally ten to twenty
years).  Accordingly, an increase in the amount of liability retained by
the ceding company will decrease both Life Re's insurance in force and
premiums to be received from the reinsured policies.  To date, recaptures
have not had a material impact on Life Re's results of operations.

     Life Re retrocedes portions of certain risks in excess of a
predetermined retention amount for which it has accepted liability.  From
time to time, Life Re also has entered into quota share retrocessional
agreements, and maintained catastrophe reinsurance to protect against
catastrophic event risks.  Failure of a retrocessionaire to honor its
obligations could result in material losses to Life Re; to date, no such
losses have occurred.  No amounts due Life Re from its retrocessionaires
were deemed uncollectible at December 31, 1996.  

     Life Re is party to several reinsurance agreements for which
transactions are denominated in Canadian currency.  The assets and
liabilities related to such reinsurance agreements are remeasured in U.S.
dollars, the functional currency, at current exchange rates as of the end
of each reporting period.  Deterioration in the exchange rate of Canadian
currency could have an adverse effect on results of operations.  At
December 31, 1996, Life Re had $37.2 million of net assets denominated in
Canadian currency.  Life Re has not engaged in hedging or any other
activities to mitigate the effect on earnings of a deterioration in the
exchange rate of Canadian currency.

     Life Re's total policy revenues have increased in each year since
1992.  However, should Life Re be unable to generate sufficient new
business to offset the expected future decline in policy revenues
associated with the current business in force due to lapsation and
mortality, Life Re's results of operations could be adversely affected.

     In 1996, Life Re derived approximately 60% of its policy revenues
from the reinsurance of ordinary life insurance policies under agreements
with ceding companies which cover new business to be written by the client
and/or existing blocks of in force business.  This business generally is
written on a direct basis and is written under agreements with
approximately 450 ceding companies.  In 1996, forty-five ceding companies
each accounted for at least $1.0 million of ordinary life reinsurance
policy revenues and in the aggregate represented approximately 89% of Life
Re's ordinary life reinsurance policy revenues.

     The Company's group life reinsurance business, which accounted for
approximately 5% of policy revenues in 1996, is written on a direct basis
and generally is excess of loss and often includes experience rating
provisions.

     Approximately 30% of Life Re's policy revenues were generated from
group accident and health and special risk reinsurance in 1996.  This
business generally is written on an annual basis through reinsurance
facilities which are managed by managing general underwriters.  Generally
the risks are shared by several reinsurers on a quota share basis. 

     The remainder of 1996 policy revenues was derived from
Administrative Reinsurance(service mark).  This business represents the
acquisition of closed blocks of primary insurance policies (both interest
sensitive and traditional) and annuity contracts and is expected to become
a more significant component of policy revenues in the future.

Recent Transactions

     Through its acquisition of REALIC in 1995, Life Re put into place a
platform for acquiring and administering blocks of insurance in force. 
This platform, known as Administrative Reinsurance(service mark), provides
a mechanism for an insurer to transfer to REALIC administrative
responsibilities to facilitate the insurer's exit from a line of business
by means of reinsurance or sale.  

     During 1996, Life Re, through REALIC, completed several such
transactions (collectively, "Transactions") (see Note 3 of "Notes to
Consolidated Financial Statements").  The Transactions increased total
assets and liabilities by approximately $400 million.  The assets received
consisted primarily of cash and high quality investments and the
liabilities assumed consisted primarily of future policy benefits on
traditional life insurance policies and account values on annuities and
interest sensitive life insurance policies.  For 1996, the Transactions
contributed policy revenues totaling $10.9 million and approximately $10.8
million of investment income.

Results of Operations

     Net income increased by $19.6 million in 1996 to $54.2 million, or
$3.89 per share, compared with $34.6 million, or $2.32 per share, in 1995
and $34.3 million, or $2.21 per share, in 1994.  Included in these results
were after-tax realized investment gains of $15.9 million and $2.4 million
in 1996 and 1995, respectively.  In March 1996, Life Re realized a gain of
$13.5 million from the sale of its equity investment in Nacolah Holding
Corporation ("Nacolah"), parent of The North American Company for Life and
Health Insurance (see Note 5 of "Notes to Consolidated Financial
Statements").  The Company utilized existing tax net operating loss
carryforwards to offset the taxes otherwise payable in connection with the
gain, and reversed an existing deferred tax valuation allowance, resulting
in a tax benefit of $4.8 million.  Net income in 1995 also included an
extraordinary charge amounting to $1.0 million, which resulted from the
write-off of unamortized loan costs associated with amending and restating
the 1992 Credit Agreement (see Note 8 of "Notes to Consolidated Financial
Statements").

     Earnings before realized investment gains and federal income taxes
increased by $7.8 million to $58.9 million in 1996 compared with $51.1
million in 1995 and $52.7 million in 1994.  The increase in 1996 was
primarily due to earnings from the Transactions and increased business in
force within ordinary reinsurance.

     Policy revenues by major source for the three year period are as
follows:

     (In millions)                        1996       1995       1994 

     Ordinary reinsurance                $268.9     $243.7      $225.0
     Group reinsurance                    164.1      136.8       125.9
     Administrative
       Reinsurance(service mark)           18.0        2.7          --
                                         $451.0     $383.2      $350.9

     The growth in ordinary reinsurance revenues was largely due to new
reinsurance agreements entered into during the last two years, as first
year premiums totaled $36.2 million in 1996 and increased by 68% and 17%
during 1996 and 1995, respectively.  The ordinary reinsurance lapse rate
has ranged from 9-11% during the last three years.

     Group reinsurance policy revenues consist of life, accident and
health, special risk and credit coverages.  During the last three years,
Life Re's group accident and health and special risk reinsurance business
increased substantially over previous levels.  Group accident and health
and special risk reinsurance policy revenues increased from $102.0 million
in 1994 to $112.4 million in 1995 and $139.7 million in 1996.  This growth
resulted principally from increased participation in major medical and
accident reinsurance pools and quota share arrangements, which are
organized and managed by professional managing general underwriters.  The
rate of growth experienced in accident and health and special risk policy
revenues is not expected to continue due to management's decision to
selectively reduce or eliminate participation in certain pool arrangements
to better balance the mix of risks reinsured. 

     The growth in Administrative Reinsurance(service mark) policy
revenues has been due to the Transactions.  Future revenue growth from 
Administrative Reinsurance(service mark) depends on Life Re's ability to
identify and complete similar transactions.

     Investment income increased by 26% in 1996 to $124.3 million and by
20% in 1995 to $98.6 million.  These increases were largely due to the
growth in invested assets from the REALIC acquisition in 1995 and the
Transactions completed in 1996.  This rate of growth is dependent on new
Administrative Reinsurance(service mark) transactions and, to a lesser 
extent, new ordinary reinsurance business.  The weighted average portfolio 
yield rate (amortized cost basis) was 7.8% in 1996 and 8.2% in 1995 and 1994.

     Policy benefits increased by 18% in 1996 and 15% in 1995.  These
increases resulted from higher volumes of group business and increased
life insurance in force, which was significantly impacted by the
acquisition of REALIC and the completion of the Transactions.  As a
percentage of policy revenues, policy benefits were 74% in each of 1996
and 1995 and 70% in 1994.  The increase experienced in the last two years
was primarily due to an increase in revenues generated under reinsurance
treaties with no acquisition costs, coinsurance involving paid-up
insurance and Administrative Reinsurance(service mark), which produces no
new business and, therefore, generally has a higher ratio of benefits to
policy revenues.  

     Policy acquisition costs increased by 17% in 1996 and 8% in 1995. 
These increases reflect the higher volumes of ordinary and group accident
and health reinsurance business and the Transactions.  As a percentage of
policy revenues, policy acquisition costs were 25% in each of 1996, 1995
and 1994.

     Interest credited to policyholder accounts increased by 63% to $34.6
million in 1996 and by 42% to $21.2 million in 1995.  These increases are
attributable to the acquisition of REALIC and the Transactions as the
majority of the policy benefit liabilities acquired in these transactions
are interest sensitive.

     Interest expense, including facility fees and agency fees, decreased
to $8.4 million in 1996 from $10.7 million in 1995 and $9.1 million in
1994.  This decrease was due to i) a decrease in the weighted average
variable rate charged on outstanding debt, which decreased to 6.2% in 1996
from 7.1% in 1995 and ii) a decrease in the outstanding principal balance
to $125.0 million resulting from the first quarter of 1996 repayment of
$15.0 million.  The effective interest rate as of December 31, 1996 was
6.0%.

     Other operating expenses increased significantly in 1996 mainly due
to i) third party administration fees incurred by REALIC, ii) higher
compensation costs related to the Transactions and iii) higher staffing
levels.  REALIC utilizes the services of a third party administrator to
administer all of its business; accordingly, to the extent the Company is
successful in expanding Administrative Reinsurance(service mark), its
operating expenses will continue to increase. Other operating expenses 
were essentially level in 1995 and 1994 as Canadian currency remeasurement
losses incurred in 1994 totaling $4.2 million were partially offset by
third party administrator fees incurred in connection with Administrative
Reinsurance(service mark) and by higher employee-related and consulting
costs in 1995.

     The effective federal income tax rate was 29% in 1996 compared with
the statutory rate of 35%.  The federal income tax expense is net of a
$4.8 million tax benefit resulting from the reversal of a deferred tax
valuation allowance in connection with the realized investment gain on the
Nacolah transaction.  In 1995 and 1994, the effective federal income tax
rate was 35%.

Financial Condition and Liquidity

     Investments

     Invested assets at fair value amounted to $1,833.2 million and
$1,504.2 million at December 31, 1996 and 1995, respectively.  The
increase in invested assets in 1996 resulted from the Transactions
partially offset by a decrease in unrealized investment gains.  Net
unrealized gains on invested assets totaled $39.7 million and $82.5
million at year end 1996 and 1995, respectively, and generally reflect the
increase in interest rates from period to period.

     Life Re's investment policy is designed to maintain a high quality
portfolio, maximize current income, maintain a high degree of liquidity,
and match the cash flows of the portfolio to the required cash flows of
Life Re's liabilities.

     Life Re does not engage in trading activities to generate realized
investment gains and, thus, does not have a trading portfolio.  However,
Life Re evaluates the desirability of continuing to hold a security when
market conditions, creditworthiness or other measurement factors change. 
These changes may relate to a change in the credit risk of an issuer and a
decision to sell may be made to avoid further declines in realizable
value.  Securities also may be sold prior to maturity to provide liquidity
should the need arise.  

     Life Re's fixed maturity securities, which constituted 94%, or
$1,720.6 million, of the total fair value of its invested assets as of
December 31, 1996, are predominantly investment grade, liquid securities
with varying maturity dates.  The fair value of such investments may vary
depending on economic and market conditions, the level of interest rates
and the perceived creditworthiness of the issuer.  

     At December 31, 1996, approximately $75.8 million (at fair value),
or 4%, of Life Re's invested assets consisted of below investment grade
securities.  Life Re generally limits its investments in fixed maturities
that are rated below investment grade, as these investments are subject to
a higher degree of credit risk than investment grade securities.  Life Re
closely monitors its below investment grade securities as well as the
creditworthiness of the portfolio as a whole.  When fair values decline
for reasons other than changes in interest rates or other perceived
temporary conditions, the security is written down to its net realizable
value.  In 1996, 1995 and 1994, Life Re wrote down the value of certain
securities by $0.5 million, $0.9 million, and $1.3 million, respectively. 
Life Re had no fixed maturities in default at December 31, 1996.

     The results of operations and the financial condition of Life Re are
significantly affected by the performance of its investments and by
changes in interest rates.  During a period of declining interest rates,
if Life Re's investments are prematurely sold, called, prepaid or
redeemed, Life Re would be unable to reinvest the proceeds in securities
with comparable rates of return.  During a period of rising interest
rates, the fair value of Life Re's invested assets could decline.  In
addition, rising interest rates could also cause disintermediation which
in turn could cause Life Re to be required to sell investments at prices
and times when the fair values of such investments are less than their
amortized cost.  The Company believes that its traditional life insurance
liabilities are not highly interest sensitive and, therefore, the effects
of fluctuating interest rates on these liability cash flows are not
significant.  For interest sensitive liabilities, the Company utilizes
asset/liability management to minimize the impact of changes in interest
rates.  Life Re has not engaged in hedging activities to mitigate the
effects of interest rate changes on its invested assets.

     At December 31, 1996, collateralized mortgage obligations and
mortgage-backed pass-through securities represented approximately 21% of
Life Re's invested assets.  Certain of such investments may be subject to
significant prepayment risk and, therefore, are susceptible to
fluctuations in the level of interest rates.

     During 1996, 1995 and 1994, proceeds from sales of fixed maturities
amounted to $253.4 million, $370.8 million and $134.8 million,
respectively.  The net gains realized from such sales were $1.8 million,
$4.5 million and $0.4 million for the respective periods.  The majority of
the 1996 and 1995 sales was attributable to the restructuring of
portfolios acquired in connection with the acquisition of REALIC and the
completion of the Transactions.

     Real estate and mortgages (at cost) totaled $7.0 million at December
31, 1996 and were acquired as part of the Transactions.  Mortgage loans
comprise the majority of this amount.

     Policy Benefit Liabilities

     The Company's obligations for policy benefit liabilities  increased
by 33% and 42% during 1996 and 1995, respectively.  These increases
resulted from the acquisition of REALIC and the Transactions and increased
reinsurance of new and in force life insurance business.  Policy benefits
consist of the present value of net future benefits under traditional
ordinary and group life insurance policies, account values under interest
sensitive life and annuity contracts, group accident and health claim
reserves, life claims payable and other miscellaneous liabilities. 
Through REALIC and the Transactions, the relative proportion of interest
sensitive and annuity policy benefit liabilities to the total has
increased significantly and, at December 31, 1996, totaled approximately
half of the policy benefits under life insurance contracts.

     Asset/liability management techniques are utilized by the Company to
minimize the risks associated with interest rate fluctuations.  For
interest sensitive policy benefits, Life Re seeks to invest in assets with
equal durations while attaining a targeted rate of return.  The Company
currently does not engage in hedging transactions to mitigate the effects
of interest rate fluctuations.

     Debt and Shareholders' Equity

     In 1995, Life Re amended and restated the 1992 Credit Agreement to
convert the facility to a senior secured revolving and term loan with a
stated maturity of January 5, 2002.  The two year revolving loan has a
commitment amount of $160.0 million and may be extended for up to two 
one-year periods with bank consent (see Note 8 of "Notes to Consolidated
Financial Statements").  During 1996, the Company received bank consent to
extend the maturity date by one year.  At December 31, 1996, loans
totaling $125.0 million were outstanding.

     Interest rates on the loans are variable and, subject to certain
restrictions, Life Re may select the applicable interest rate index and
the period of applicability.

     The 1995 Credit Agreement contains certain covenants which, among
other things, restrict under certain circumstances the payment of
dividends and repurchase of treasury stock.  Further, certain actions of
Life Re are limited, including those related to mergers, acquisitions,
indebtedness and investments.  Life Re and its subsidiaries are required
to meet certain financial ratios and maintain a minimum level of statutory
surplus.
     
     Shareholders' equity increased by $10.8 million to $290.1 million at
December 31, 1996 from $279.3 million at December 31, 1995, primarily as a
result of net income of $54.2 million, partially offset by a decrease in
net unrealized appreciation of securities of $24.5 million, treasury stock
purchases of $17.0 million and common shareholder dividends of $5.5
million.
     
     Under the stock repurchase program initially approved by the
Company's Board of Directors during 1995, approximately 2.1 million shares
have been purchased under a total authorization of 3.0 million shares. 
Life Re may use internally generated funds or borrowings under the 1995
Credit Agreement to finance additional purchases of shares, if any, under
the repurchase program.

     Dividends paid to common shareholders reflect an annual rate of $.40
per share in 1996 and $.28 per share in 1995; effective in the first
quarter of 1997, Life Re increased its annual dividend rate to $.52 per
share.

     Debt to total capitalization (outstanding debt divided by
outstanding debt plus shareholders' equity) decreased significantly during
the last two years.  As a percentage, these amounts were 30%, 33% and 42%
at year-end 1996, 1995 and 1994, respectively.  Management believes that,
to best balance leverage and regulatory targets, a debt to total
capitalization ratio in the range of 25-35% is appropriate.

     Liquidity

     Sources of liquidity are available to Life Re in the form of cash
and short-term investments and, if necessary, the sale of invested assets. 
The Company also may borrow an additional $35.0 million under the 1995
Credit Agreement and may enter into reverse repurchase agreements to fund
short-term cash needs.  In addition to its debt servicing and dividend
obligations, Life Re's financial obligations consist of policy benefit and
acquisition costs, taxes and general operating expenses.  During the next
twelve months, management believes these obligations will be adequately
provided for by policy revenues and investment income.

     The primary sources of funds for Life Re Corporation (the "Parent")
consist of dividends and surplus debenture principal and interest payments
from TexasRe, which are further funded by dividends from LRCA to TexasRe. 
The ability of the Parent to make payments of principal and interest as
well as to continue to pay common stock dividends is ultimately dependent
on the statutory earnings and surplus of its subsidiaries.  The following
table shows surplus debenture principal and interest payments received and
dividends received by the Parent for the last three years as well as
dividends available for payment in that year without prior approval of
state regulatory authorities:
<TABLE>
<CAPTION>

                                                     Years Ended December 31,  
     (In millions)                            1996           1995         1994
    <S>                                     <C>            <C>          <C>

     Surplus debenture
      amounts received 
      from TexasRe:
       Interest                              $10.0          $19.4        $ 2.3
       Principal                                --           10.0          5.0
                                              10.0           29.4          7.3
     Dividends received 
       from TexasRe                           12.1           15.0           --
                                             $22.1          $44.4        $ 7.3

     Dividends available
       for payment by 
       TexasRe                               $27.1          $28.2        $15.4
</TABLE>

     The unpaid principal amount of the surplus debentures at December
31, 1996 was $160.5 million.  The interest rate payable under the terms of
the surplus debentures is the same as the interest rate under the 1995
Credit Agreement.  In 1995, the principal amortization terms of the
surplus debentures were changed to conform to the terms of the 1995 Credit
Agreement.

     Currently, no prior approval of the Texas Insurance Commissioner is
required to prepay or pay scheduled interest or principal on the surplus
debentures provided that, after giving effect to any such payment, the
statutory surplus of TexasRe exceeds $125.0 million. 

     TexasRe relies primarily on dividends from LRCA to meet its
obligations under the surplus debentures as well as to pay dividends to
Life Re.  TexasRe received dividends from LRCA during 1996, 1995 and 1994
of $14.9 million, $30.9 million, and $13.5 million, respectively. 

     The payments of dividends by TexasRe and LRCA are subject to
restrictions set forth in Texas and Connecticut insurance laws and
regulations (see Note 9 of "Notes to Consolidated Financial Statements"). 
Under Connecticut law, no dividend in an amount exceeding LRCA's earned
surplus may be paid without prior regulatory approval.  Approval has been
received from the Connecticut Department of Insurance to define earned
surplus for this purpose to include amounts of paid in surplus in excess
of $125.0 million.

     Purchases and sales of fixed maturities increased substantially in
1996 and 1995 due primarily to restructuring of portfolios related to
REALIC and the Transactions.  The completion of these types of
transactions generally produces a cash outlay for acquisitions and a net
cash inflow upon reinsurance of insurance in force.  During 1996, net cash
of $59.7 million was generated by the receipt of cash as consideration for
the assumption of insurance liabilities partially offset by the purchase
price paid in acquiring companies.  Financing cash flows include debt
prepayments of $15.0 million in 1996 and $10.0 million in 1994. 
Withdrawals from annuity and interest sensitive life insurance contracts
totaled $74.7 million in 1996 compared to $30.7 million in 1995 due to
increased volumes of business resulting from the Transactions and an
increase in the related rate of lapsation.

     Outlook

     Life Re intends to continue its strategy of growth through i)
increased reinsurance of ordinary life new business and ii) the expansion
of Administrative Reinsurance(service mark) through purchases of in force
blocks of insurance business and insurance companies.

     The growth in ordinary life reinsurance new business was substantial
in 1996 and 1995, with increases in first year reinsurance premiums
totaling 68% and 17%, respectively.  Although the Company does not expect
the rate of growth experienced in 1996 to continue, its objective is to
increase ordinary life reinsurance new business written by more than 20%
during 1997.  This growth could be constrained by i) competition, which
could dilute the profitability of this business, ii) the success of ceding
companies in writing primary business, and iii) the availability of
statutory capital and surplus, which generally is absorbed by writing new
business.

     In July 1996, Life Re entered into certain agreements with Aon
Corporation ("Aon") and certain current and former affiliates of Aon.  LRCA
reinsures certain automobile credit insurance policies written after June
30, 1996 by an affiliate of Resource Financial Corporation ("RFC"), which
is 80% owned by officers and employees of a former affiliate of Aon and
20% (voting and non-voting) owned by Life Re.  In addition, Life Re
invested $20.0 million in debt and preferred stock of an affiliate of RFC. 
The majority of the RFC business is retroceded.

     As a significant portion of the credit business is retroceded, Life
Re's earnings from this business will result principally from investment
income on assets relating to unearned premium reserves and not the
underwriting results of this business.  The amount of investment income
generated is dependent on the volume of business produced.  As
consideration for this arrangement, Life Re pays contingent consideration
to Aon based on business written for a five year period.
     
     The Company believes that consolidation within the insurance
industry will continue as companies shed non-core businesses or exit the
industry due to operating inefficiencies.  Through Administrative
Reinsurance(service mark), Life Re expects to participate in this
consolidation as it has in place a licensed primary insurer with
administrative capabilities with which to effect reinsurance or other
acquisition transactions.  However, this expansion may be adversely
affected by such factors as the availability of capital, the types of
business opportunities presented and the competition for such business.

     Life Re anticipates financing ordinary reinsurance and
Administrative Reinsurance(service mark) growth through internally
generated funds.  Also, the Company has available an additional $35.0
million under the 1995 Credit Agreement and, if necessary, could attempt
to increase the existing facility or pursue other forms of financing.
Alternative financing sources include debt and equity markets and the
retrocessional marketplace.

ITEM 8

Financial Statements and Supplementary Data

               Index to Financial Statements and
                 Financial Statement Schedule
             Life Re Corporation and Subsidiaries

Financial Statements                                      Page

     Report of Management  . . . . . . . . . . . . . . . . .38
     Report of Independent Auditors. . . . . . . . . . . . .39
     Consolidated Balance Sheets at December 31,
       1996 and 1995 . . . . . . . . . . . . . . . . . . . .40
     Consolidated Statements of Income for the years
       ended December 31, 1996, 1995 and 1994. . . . . . . .41
     Consolidated Statements of Changes in
       Shareholders' Equity for the years 
       ended December 31, 1996, 1995 and 1994. . . . . . . .42
     Consolidated Statements of Cash Flows for the years
       ended December 31, 1996, 1995 and 1994. . . . . . . .43
     Notes to Consolidated Financial Statements. . . . . . .44


Financial Statement Schedule

     Schedule II    Condensed Financial Information
                    of Registrant. . . . . . . . . . . . . .65

     All other schedules for which provision is made in the applicable
     accounting regulations of the Securities and Exchange Commission are
     not required under the related instructions or are inapplicable and
     therefore have been omitted or the information is presented in the
     consolidated financial statements or accompanying notes.

REPORT OF MANAGEMENT

     The management of Life Re Corporation has primary responsibility for
preparing the accompanying financial statements and for their integrity
and objectivity.  The financial statements were prepared in accordance
with generally accepted accounting principles applied on a consistent
basis and are fairly stated in all material respects.  The financial
statements include amounts that are based on management's best estimates
and judgements.  Management also prepared the other information presented
elsewhere herein and is responsible for its accuracy and consistency with
the financial statements.

     Management has established and maintains a system of internal
control that provides reasonable assurance as to the integrity and
reliability of the financial statements, the protection of assets from
unauthorized use or disposition and the prevention and detection of
fraudulent financial reporting.  In addition, the adequacy and
effectiveness of the system of internal control is reviewed periodically
by the Company's internal auditors.

     The Company's financial statements have been audited by independent
auditors.  The independent auditors have unrestricted access to each
member of management in conducting their audit.  Management has made
available to the independent auditors all of the Company's financial
records and related data, as well as the minutes of shareholders' and
directors' meetings.  Furthermore, management believes that all
representations made to the independent auditors during their audits were
valid and appropriate.

     The Audit Committee of the Board of Directors is comprised of
certain directors who are neither employees nor officers of the Company. 
The Audit Committee meets periodically with management and the independent
auditors regarding independent audit scope, timing, results and to discuss
other auditing and financial reporting matters.  The independent auditors
have direct access to and meet privately with the Audit Committee.
 



/s/ Rodney A. Hawes, Jr.,          /s/Jacques E. Dubois
Chairman of the Board and          President and
Chief Executive Officer            Chief Operating Officer



/s/ Chris C. Stroup
Executive Vice President
and Chief Financial Officer

REPORT OF INDEPENDENT AUDITORS

The Board of Directors 
Life Re Corporation

We have audited the accompanying consolidated balance sheets of Life Re
Corporation and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of income,  shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1996.  
Our audits also included the financial statement schedule listed in the
Index at Item 14(a).  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

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

In our opinion, the consolidated financial statements referred  to above
present fairly, in all material respects, the consolidated financial
position of Life Re Corporation and subsidiaries at December 31, 1996 and
1995, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 1996,
in conformity with generally accepted accounting principles.  Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.


                              /s/ Ernst & Young LLP


Stamford, Connecticut
February 4, 1997
<TABLE>
<CAPTION>
                               Life Re Corporation and Subsidiaries
                                   Consolidated Balance Sheets

<S>                                                  <C>                     <C>

December 31,                                              1996                   1995   
                                                       (In thousands, except share data)
ASSETS

Fixed maturities - at fair value
  (amortized cost: $1,576,371 and $1,245,151,
  respectively)                                       $1,610,694              $1,316,908 
Equity securities - at fair value
  (cost: $20,841 and $16,051, respectively)               21,536                  16,613 
Assets held by ceding company under reinsurance 
   treaty - at fair value 
   (amortized cost: $105,519 
   and $115,767, respectively)                           110,246                 125,958 
Mortgage loans and real estate                             6,957                      -- 
Short-term investments                                    25,589                  13,285 
Policy loans                                              58,220                  31,411 
  Total investments                                    1,833,242               1,504,175 

Cash                                                       6,337                   5,056 
Accrued investment income                                 31,963                  24,957 
Policy revenues receivable                               120,809                 105,361 
Amounts receivable on reinsurance ceded                  277,625                 209,313 
Deferred policy acquisition costs and value of
   business acquired                                     223,972                 166,424 
Other assets                                              25,372                   8,811   
  Total assets                                        $2,519,320              $2,024,097 

LIABILITIES

Policy benefits                                       $1,982,295              $1,486,934 
Acquisition costs payable                                 34,059                  33,573 
Amounts due on reinsurance ceded                          25,526                  20,851 
Other liabilities                                         62,329                  63,426 
Loans payable                                            125,000                 140,000 
  Total liabilities                                    2,229,209               1,744,784 

SHAREHOLDERS' EQUITY

Common stock (par value $.001 per share;
  authorized 40,000,000 shares; issued 15,700,935
  and 15,531,310 shares, respectively)                        16                      16 
Paid in capital                                          105,226                 101,582 
Net unrealized appreciation of securities                 24,854                  49,403 
Retained earnings                                        206,822                 158,075 
Treasury stock - at cost(2,172,769 and 1,557,969                 
  shares, respectively)                                  (46,807)                (29,763)
  Total shareholders' equity                             290,111                 279,313 
  Total liabilities and shareholders' equity          $2,519,320              $2,024,097 

</TABLE>
 
                            The accompanying notes are an integral 
                    component of the consolidated financial statements.


<TABLE>
<CAPTION>
                              Life Re Corporation and Subsidiaries
                                Consolidated Statements of Income

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

Years Ended December 31,                1996             1995            1994
                                        (In thousands, except per share data)

REVENUES

Policy revenues                     $450,992           $383,231          $350,875 
Investment income                    124,340             98,616            82,438 
Realized investment gains             17,210              3,702                89 
  Total revenues                     592,542            485,549           433,402 

BENEFITS AND EXPENSES

Policy benefits                      332,476            281,518           245,790 
Policy acquisition costs             111,933             95,707            88,664 
Interest credited to policyholder 
  accounts                            34,637             21,241            15,011 
Interest expense                       8,356             10,743             9,103 
Other operating expenses              29,049             21,552            22,037 
  Total benefits and expenses        516,451            430,761           380,605 

Income before federal income taxes and
  extraordinary charge                76,091             54,788            52,797 
Provision for federal income taxes    21,890             19,176            18,479 

Income before extraordinary charge    54,201             35,612            34,318 
Extraordinary charge, net of federal
  income tax benefit                      --              1,004                -- 

NET INCOME                          $ 54,201           $ 34,608           $34,318 

Earnings per share:
  Income before extraordinary 
   charge                           $   3.89           $   2.39           $  2.21 
  Extraordinary charge, net 
   of federal income tax benefit          --                .07                -- 
 
  Net income                        $   3.89           $   2.32           $  2.21 

Dividends per share                 $   0.40           $   0.28           $  0.24 

Weighted average common and common
 equivalent shares                    13,918             14,937            15,523
</TABLE>

                                 The accompanying notes are an integral 
                           component of the consolidated financial statements.

<TABLE>
<CAPTION>
                              Life Re Corporation and Subsidiaries
                 Consolidated Statements of Changes in Shareholders' Equity


                                                            Amounts            
<S>                                     <C>              <C>          <C>
 
Years Ended December 31,                     1996            1995          1994       
                                                  (Dollars in thousands)

COMMON STOCK AND PAID IN CAPITAL
   Balance, beginning of year            $101,598         $101,429     $101,429  
   Reductions of employee stock loans         180               59           -- 
   Exercises of stock options               3,464              110           --   
   Balance, end of year                   105,242          101,598      101,429  

UNREALIZED APPRECIATION 
 (DEPRECIATION) OF SECURITIES
   Balance, beginning of year              49,403          (33,867)      32,451 
   Net unrealized appreciation 
     (depreciation) of securities         (24,549)          83,270      (66,318)
   Balance, end of year                    24,854           49,403      (33,867)

RETAINED EARNINGS
   Balance, beginning of year             158,075          127,590       96,996 
   Net income                              54,201           34,608       34,318 
   Common stock dividends                  (5,454)          (4,123)      (3,724)
   Balance, end of year                   206,822          158,075      127,590 

TREASURY STOCK
   Balance, beginning of year             (29,763)            (211)        (211)
   Treasury stock acquired                (17,044)         (29,552)          -- 
   Balance, end of year                   (46,807)         (29,763)        (211)

TOTAL SHAREHOLDERS' EQUITY  
  OUTSTANDING                            $290,111         $279,313     $194,941 
</TABLE>
                           The accompanying notes are an integral
                    component of the consolidated financial statements.
<TABLE>
<CAPTION>

                              Life Re Corporation and Subsidiaries
                   Consolidated Statements of Changes in Shareholders' Equity

                                                             Shares            
<S>                                   <C>                 <C>          <C>
Years Ended December 31,                     1996               1995       1994     
 

COMMON STOCK AND PAID IN CAPITAL
   Balance, beginning of year          15,531,310          15,526,310   15,526,310 
   Reductions of employee stock loans          --                  --           -- 
   Exercises of stock options             169,625               5,000           -- 
   Balance, end of year                15,700,935          15,531,310   15,526,310 

UNREALIZED APPRECIATION 
 (DEPRECIATION) OF SECURITIES
   Balance, beginning of year                  --                  --           -- 
   Net unrealized appreciation 
     (depreciation) of securities              --                  --           -- 
   Balance, end of year                        --                  --           -- 

RETAINED EARNINGS
   Balance, beginning of year                  --                  --           -- 
   Net income                                  --                  --           -- 
   Common stock dividends                      --                  --           -- 
   Balance, end of year                        --                  --           -- 

TREASURY STOCK
   Balance, beginning of year          (1,557,969)             (9,600)      (9,600)
   Treasury stock acquired               (614,800)         (1,548,369)          -- 
   Balance, end of year                (2,172,769)         (1,557,969)      (9,600)

TOTAL SHARES OUTSTANDING               13,528,166          13,973,341   15,516,710 
</TABLE>

                       The accompanying notes are an integral 
               component of the consolidated financial statements.

<TABLE>
<CAPTION>
                           Life Re Corporation and Subsidiaries
                         Consolidated Statements of Cash Flows

                                           
<S>                                            <C>       <C>       <C>
Years Ended December 31,                        1996        1995       1994
                                                         (In thousands)
OPERATING ACTIVITIES

Net income                                     $ 54,201  $ 34,608  $ 34,318 
Extraordinary charge                                 --     1,004        -- 
Adjustments to reconcile net income to net 
  cash provided by operating activities:
  Change in accrued investment income            (2,815)   (1,890)     (985)
  Change in policy revenues receivable          (22,008)    1,046   (21,007)
  Change in policy benefits                      51,063    24,971    31,413 
  Change in reinsurance ceded balances            4,769     1,235     3,741 
  Interest credited to policyholder accounts     34,637    20,429    15,011 
  Fees and charges deducted from policyholder
   accounts                                     (29,636)  (20,184)  (19,271)
  Deferral of policy acquisition costs          (33,779)  (12,371)  (13,430)
  Amortization of policy acquisition costs
   and value of business acquired                16,852    15,229    17,214 
  Net realized gains on investments             (17,210)   (3,702)      (89)
  Provision for deferred federal income taxes    17,825     8,906       794 
  Depreciation and amortization                   1,095       303     1,721 
  Other                                           4,611     6,375    11,931 
   Net cash provided by operating activities     79,605    75,959    61,361 

INVESTING ACTIVITIES

Purchases of fixed maturities                  (433,608) (484,848) (246,384)
Purchases of equity securities                  (17,200)       --        -- 
Sales of fixed maturities                       253,408   370,813   134,816 
Maturities of fixed maturities                   78,259    69,977    77,995 
Sales or redemptions of equity securities        26,808        30       400 
Change in short-term investments, 
  policy loans and other investments             18,441    36,726   (17,741)
Cash received (paid) for acquisitions 
   and in force reinsurance transactions         59,734   (34,383)   12,736)
Other                                              (829)     (878)     (733)
   Net cash used by investing activities        (14,987)  (42,563)  (64,383)

FINANCING ACTIVITIES
    
Purchases of common stock for treasury          (16,861)  (29,497)       -- 
Proceeds from exercises of common stock options   3,570        --        -- 
Loan principal repayments                       (15,000)       --   (10,000)
Fees related to amendments to credit agreement       --      (404)     (550)
Dividends on common stock                        (5,454)   (4,123)   (3,724)
Deposits to policyholder accounts                45,092    33,560    29,217 
Withdrawals from policyholder accounts          (74,691)  (30,741)  (14,616)
Other                                                 7         4        -- 
   Net cash provided (used) by financing 
   activities                                   (63,337)  (31,201)      327 
Increase (decrease) in cash                       1,281     2,195    (2,695)
Cash, beginning of year                           5,056     2,861     5,556 
Cash, end of year                              $  6,337  $  5,056  $  2,861 
</TABLE>

                The accompanying notes are an integral 
         component of the consolidated financial statements.

              Life Re Corporation and Subsidiaries
           Notes to Consolidated Financial Statements
                        December 31, 1996


1.    Basis of Presentation and Nature of Business

     The consolidated financial statements of Life Re Corporation and
subsidiaries (the "Company") include the accounts of TexasRe Life Insurance
Company ("TexasRe"), Life Reassurance Corporation of America ("LRCA"), Life
Re International, Ltd. and Reassure America Life Insurance Company
("REALIC")(Note 3).  All significant intercompany balances and transactions
have been eliminated. The accompanying financial statements have been
prepared in accordance with generally accepted accounting principles. 
Certain reclassifications have been made to prior years' financial
statements to conform to the current year's presentation.  All dollar
amounts are reported in thousands unless otherwise indicated.

     Business

     The Company provides ordinary life reinsurance, group life
reinsurance, group accident and health and special risk reinsurance,
Administrative Reinsurance(service mark)  and automobile credit 
reinsurance.  The Company reinsures mortality and morbidity risks, and
investment related risks associated with interest sensitive products.  The
Company reinsures life insurance risks predominately on a direct basis with
ceding companies.  A significant portion of the group accident and health
and special risk business is obtained through brokers or other
intermediaries.  Generally, the Company assumes group health and special
risk business through participation in reinsurance pools which are operated
by managing general underwriters.  

     The acquisition of REALIC in 1995 (Note 3) provided the Company with
the ability to administer primary life insurance business through a third
party administrator.  Through this Administrative Reinsurance(service mark)
platform, the Company acquired closed blocks of business by reinsurance
agreement and by acquisition.  

     Estimates, Risks and Uncertainties

     The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
developed by management.  Any adjustments to reported bases of assets or
liabilities resulting from changes in estimates are reflected in earnings in
the period the estimates are revised.

     Certain management estimates are based, in part, on information
provided by ceding companies.  As is usual in the reinsurance business,
ceding companies periodically update, refine and revise reinsurance
information provided to the Company.  The financial effects resulting from
the incorporation of revised data are reflected in earnings as changes in
estimates.

     Mortality and morbidity experience, significant factors in the
determination of the results of operations for the life insurance industry,
generally are predictable over time but are subject to fluctuations from
year to year and quarter to quarter.  A significant fluctuation from period
to period could adversely affect the Company's results of operations.

     The Company is party to several reinsurance agreements for which
transactions are denominated in Canadian currency.  The assets and
liabilities related to such reinsurance agreements are remeasured in U.S.
dollars, the functional currency, at current exchange rates as of the end of
each reporting period and the resulting adjustments are included in income. 
Such adjustments reduced net income by $282, $650 and $2,744 in 1996, 1995
and 1994, respectively.  Deterioration in the exchange rate of Canadian
currency could have an adverse effect on results of operations.  At December
31, 1996, the Company had $37,194 of net assets denominated in Canadian
currency.  The Company has not engaged in hedging or any other activities to
mitigate the effect on earnings of a deterioration in the exchange rate of
Canadian currency.

2.    Significant Accounting Policies
 
     Investments

     Fixed maturities in these notes include both fixed maturity securities
which are part of assets held by ceding company under reinsurance treaty and
those included in the caption fixed maturities in the accompanying
consolidated balance sheets.

     Fixed maturities, consisting of bonds and redeemable preferred stocks,
and equity securities, consisting of common and nonredeemable preferred
stocks, are classified as available for sale and are reported at fair value. 
Unrealized gains and losses  on available for sale securities are recorded
directly in shareholders' equity with no effect on income.  These amounts
are net of deferred income taxes and valuation adjustments which represent
the changes in amortization of deferred policy acquisition costs and value
of business acquired that would have been recorded as a charge or credit to
operations had the relating unrealized gains or losses been realized.

     Mortgage loans are carried at amortized unpaid balances, net of
provisions for estimated losses.  Real estate is carried at cost.

     Short-term investments are stated at cost and policy loans are stated
at aggregate unpaid principal balances.

     Realized gains or losses from sales of investments, determined on the
specific identification basis, and declines in fair value determined to be
other than temporary are included in net income.

     Realized investment gains and losses are reported net of related
expenses and include the amount of amortization of deferred policy
acquisition costs and value of business acquired resulting from the
inclusion of such realized gains or losses in the gross profits used for the
calculation of such amortization.

     Fair Values of Financial Instruments

     The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing
parties.  All financial instruments of the Company are carried at amounts
which approximate fair value except amounts related to insurance contracts,
which are exempt from fair value disclosure requirements.

     The following methods and assumptions were used by the Company to
estimate the fair value of financial instruments reported or disclosed in
the financial statements.

     Investment securities: Fair values of fixed maturities and equity
securities are obtained from independent pricing services which generally
use quoted market prices, where available.  For securities for which quoted
market prices are not available and for securities which independent pricing
services are unable to price, fair values are obtained from the Company's
outside portfolio managers, who obtain them from broker/dealers or estimate
them using analytic pricing methods.  These pricing methods determine fair
values by discounting expected future cash flows using current market rates
applicable to the yield, credit quality and maturity of comparable quoted
securities.  The fair values resulting from the application of these methods
are significantly affected by the assumptions used, including the discount
rate and estimates of future cash flows.  Such derived fair value estimates
may not be substantiated by comparison to independent markets and, in many
cases, could not be realized in immediate settlements of the instruments.

     Policy loans: The carrying value of policy loans approximates fair
value, as the average loan interest rate approximates interest rates
currently offered for similar loans.

     Cash and short-term investments: The carrying amounts reported for
these instruments approximate their fair values, due to their short
maturity.

     Loans payable: The carrying value of loans payable approximates their
fair value, as these loans have variable rate interest terms.
 
     Insurance contracts: Fair values of insurance contracts are not
required to be disclosed.  The fair values of liabilities under all
insurance contracts are taken into consideration in the Company's overall
management of interest rate risk, which minimizes exposure to changing
interest rates by seeking to match investment cash flows with amounts
payable under insurance contracts.

     Recognition of Policy Revenues and Related Expenses

     Premiums are recognized as revenues over the premium paying periods of
the policies.  Benefits and expenses are provided against such revenues to
recognize profits over the estimated lives of the policies through the
provision for future policy benefits and the deferral and amortization of
policy acquisition costs.

     Revenues for annuities and interest sensitive life insurance contracts
consist of policy fees and charges for the cost of insurance, policy
administration and surrenders that have been assessed against policyholder
account balances during the period.  Policy claims and benefits in excess of
related policyholder account balances are charged to expense.

     Deferred Policy Acquisition Costs and Value of Business Acquired

     The costs of acquiring new reinsurance business which vary with and
are directly related to the production of new business are deferred as
policy acquisition costs and amortized.  Costs deferred in connection with
traditional life insurance products are amortized over the premium paying
period of the related policies using assumptions consistent with those used
to compute future policy benefits.  For annuities and interest sensitive
life insurance products, policy acquisition costs are amortized generally in
proportion to the present value of expected gross profits from such
products.  Amortization is adjusted when current estimates of future gross
profits are revised.

     The value of business acquired represents an estimate of the present
value of future profits expected from business in force at the time the
Company acquired its insurance subsidiaries.  It is amortized with interest
based on assumptions developed at the acquisition date regarding the amount
and incidence of future profits derived therefrom over the contract periods
in relation to premiums for traditional life insurance and to gross profits
for annuities and interest sensitive life insurance. 

     Policy Benefit Liabilities

     Future policy benefits under traditional long-term and group life
insurance contracts have been computed based upon expected investment
yields, mortality, persistency and other assumptions.  These assumptions
include a margin for adverse deviation and vary with the characteristics of
the plan of insurance, year of issue, age of insured and other appropriate
factors.  Mortality and persistency assumptions are based on the Company's
experience as well as industry experience and standards.

     Future policy benefits for annuities and interest sensitive life
insurance contracts are recorded at accumulated policyholder account values.

     Policy claims include amounts determined on an individual case basis
for reported claims and estimates of incurred but not reported claims
developed on the basis of past experience.  

     Federal Income Taxes

     The Company accounts for federal income taxes using the liability
method.  Under this method, deferred tax assets and liabilities  are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities calculated using the tax rate in effect at
the measurement date.

     Earnings Per Share

     Primary earnings per share is computed using the weighted average
number of common shares outstanding during the periods presented including,
if applicable, the dilutive impact of common stock options.  

3.    Acquisitions and Reinsurance Transactions

     On July 31, 1995, in a transaction accounted for as a purchase, the
Company acquired 100% of the common stock of REALIC, formerly John Deere
Life Insurance Company, from two wholly owned subsidiaries of Deere &
Company for an adjusted purchase price of $33,335, including direct costs of
the acquisition.  The fair value of the assets acquired was $391,482 and
liabilities assumed aggregated $358,147. 

     The following pro forma financial information has been prepared
assuming the acquisition of REALIC had occurred at the beginning of each of
the periods presented and reflects certain purchase accounting adjustments,
including amortization of the value of business acquired, net of related
income tax effects.  The pro forma results are not necessarily indicative of
the results that would have occurred had the acquisition been consummated as
of the assumed dates nor are they necessarily indicative of future operating
results. 
 
                                            Years Ended  December 31,
                                             1995          1994  
      Revenues                             $504,821      $467,164
      Net income                           $ 37,892      $ 41,541      
      Earnings per share                   $   2.54      $   2.68

     As of June 30, 1996, REALIC acquired, for an adjusted purchase price
of $16,433, 100% of the common stock of two subsidiaries of I.C.H.
Corporation in a transaction accounted for as a purchase.  The fair value of
assets acquired, consisting primarily of invested assets, was $169,276, and
the liabilities assumed, principally future policy benefits, aggregated
$152,843.  By December 31, 1996, these companies had been merged with and
into REALIC.

     The following pro forma financial information has been prepared
assuming REALIC's purchase of these two subsidiaries had occurred at the
beginning of each of the periods presented and reflects certain purchase
accounting adjustments, including amortization of the value of business
acquired, net of related income tax effects.  The pro forma results are not
necessarily indicative of the results that would have occurred had these
transactions been consummated as of the assumed dates nor are they
necessarily indicative of future operating results.  The pro forma results
reflect realized investment gains and other income of the acquired companies
of $1,496 in 1996 and realized investment losses, net of other income, of
$7,309 in 1995 resulting primarily from writedowns of a common stock
investment in I.C.H. Corporation and certain real estate.  Also included in
1995 is a $4,000 litigation settlement charge.

                                            Years Ended December 31,
                                                 1996      1995  
     Revenues                                 $601,518    $490,008
     Net income                               $ 55,988    $ 23,781
     Earnings per share                       $   4.02    $   1.59

     On October 31, 1996, REALIC acquired, for a purchase price of $21,713,
100% of the common stock of New American Life Insurance Company from a
subsidiary of General Accident plc.  The fair value of assets acquired,
consisting primarily of invested assets, was $136,135, and the liabilities
assumed, principally future policy benefits, aggregated $114,422.  At the
purchase date, this company was merged with and into REALIC.

     Effective May 31, 1996, REALIC acquired a block of insurance in force
under an assumption reinsurance agreement whereby it assumed liabilities for
future policy benefits totaling $124,245.  Assets totaling $107,334,
principally cash, were transferred to REALIC by the ceding company. 
     
     Effective July 1, 1996, the Company purchased 20% of the common stock
of Resource Financial Corporation ("RFC") for $200 and on September 30, 1996,
purchased $15,000 of preferred stock and $5,000 of long term debt of a
wholly owned subsidiary of RFC.  RFC and its subsidiary, Resource Life
Insurance Company, were organized for the purpose of acquiring certain
assets and operations from subsidiaries of Aon Corporation ("Aon").  RFC
provides  insurance product distribution and administrative and financial
services for the retail automobile industry throughout the United States. 

     Also effective July 1, 1996, the Company entered into reinsurance
agreements with affiliates of Aon and with Resource Life Insurance Company
which provide for the Company to reinsure automobile credit insurance
produced through RFC or its predecessor, a substantial portion of which is
retroceded by the Company.

     In connection with the foregoing transactions, the Company entered into
an agreement whereby it pays contingent consideration for a period of five
years to a subsidiary of Aon based on premiums produced through RFC
subsequent to June 30, 1996.

4.  Policy Revenues and Policy Acquisition Costs
<TABLE>
<CAPTION>

Policy revenues are as follows:                     Years Ended December 31,   
 
                                                   1996      1995        1994  
<S>                                            <C>          <C>         <C>
Ordinary life reinsurance                      $268,902     $243,672    $224,998 
Group life reinsurance                           23,213       24,442      23,913 
Group accident and health and
  special risk reinsurance                      139,653      112,403     101,964 
Administrative 
 Reinsurance(service mark)                       18,013        2,714          -- 
Automobile credit reinsurance                     1,211           --          -- 

      Total policy revenues                    $450,992     $383,231    $350,875 
</TABLE>
<TABLE>
<CAPTION>
Policy revenues by type are as follows:

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

Short-term accident and health insurance: 
  Assumed                                  $    179,549   $   128,934 $    137,505  
  Ceded                                         (39,329)      (16,765)     (37,140)
      Net short-term accident and
      health policy revenues                    140,220       112,169      100,365 

Percentage of amount assumed to net                 128%          115%         137%

Short-term life insurance:                          
  Assumed                                        53,164        28,576       29,664 
  Ceded                                         (29,517)       (4,134)      (5,750)
      Net short-term life policy 
      revenues                                   23,647        24,442       23,914 

Percentage of amount assumed to net                 225%          117%         124%

Long-term life insurance:
  Primary                                        19,521         2,792           -- 
  Assumed                                       331,282       292,920      277,269 
  Ceded                                         (63,678)      (49,092)     (50,673)
      Net long-term life policy 
      revenues                                  287,125       246,620      226,596 

Percentage of amount assumed to net                 115%          119%         122%

      
      Total policy revenues                $    450,992  $    383,231  $   350,875 

Percentage of amount assumed to net                 125%          118%         127%

Life insurance in force:
  Primary                                  $  4,519,000  $  1,185,000           -- 
  Assumed                                   111,493,000    90,098,000   81,213,000 
  Ceded                                     (19,679,000)  (15,500,000) (15,040,000)
      Net life insurance in force          $ 96,333,000  $ 75,783,000 $ 66,173,000 

Percentage of amount assumed to net                 116%         119%        123%
</TABLE>
<TABLE>
<CAPTION>
 Changes in deferred policy acquisition costs and value of business
acquired are as follows:

                                                 Years Ended December 31,   
<S>                                     <C>                 <C>          <C>
                                             1996             1995           1994  

 Balance, beginning of year              $166,424            $165,023    $ 144,676 
 Acquisitions and in force
   reinsurance transactions                35,624              20,183       12,195 
 Capitalization of costs of
   acquiring new business                  33,779              12,371       13,430 
 Interest accretion                        15,888              15,685       14,166 
 Amortization                             (32,740)            (30,914)     (31,380)
 Amortization related to 
   realized gains                              --                (494)          -- 
 Valuation adjustment for
   unrealized (gains) losses                4,997             (15,430)      11,936 

      Balance, end of year               $223,972            $166,424     $165,023 
</TABLE>

      The value of business acquired attributable to the acquisition of LRCA
is amortized with interest at 15% and the value of business acquired
attributable to acquisitions at REALIC is amortized with interest at rates
ranging from 2.5% to 6.5%.  The percentage of the value of business acquired
which is expected to be amortized in each of the next five years is 6.1%,
5.7%, 5.4%, 5.1% and 4.8%.  

5.    Investments

     Securities with a fair value of $110,246 at December 31, 1996 are
owned by a ceding company and held in a dedicated portfolio in conjunction
with an indemnity reinsurance agreement.  Under the terms of the agreement,
investment income, realized gains and losses and all other risks and rewards
of ownership of the assets in the portfolio inure to the benefit or
detriment of the Company.  Accordingly, these assets, consisting of $109,895
of fixed maturities classified as available for sale and $351 of short-term
investments at December 31, 1996, have been included as investments in the
accompanying balance sheet.  The portfolio is managed by the Company's
primary investment advisor under guidelines approved by both parties to the
reinsurance agreement, subject to the requirement that the statutory
carrying value of the assets in the dedicated portfolio must be maintained
by the Company in an amount at least equal to the statutory reserves on the
reinsured business.

     Securities with a fair value of $68,204 at December 31, 1996 were on
deposit with various governmental insurance regulatory agencies to comply
with applicable insurance laws.  

     Net unrealized appreciation of available for sale securities is as
follows:

                                           Years Ended December 31,
                                               1996        1995    
      Net unrealized gains on
        securities                           $39,745      $82,510 
      Deferred federal income tax on 
        net unrealized gains                  13,910       28,879 
       Net unrealized gains                   25,835       53,631 
      Adjustment to deferred policy                         
        acquisition costs and value of business
        acquired on interest sensitive
        life insurance products               (1,508)      (6,505)
      Deferred federal income tax benefit on 
        adjustment                              (527)      (2,277)
       Net adjustment                           (981)      (4,228)
       Net unrealized appreciation
        of securities                        $24,854      $49,403 

      The amortized cost, unrealized gains and losses and estimated fair
values of available for sale securities are as follows(see Note 2 for a 
discussion of the fair value of financial instruments):
      
<TABLE>
<CAPTION>
                                            Gross        Gross    
December 31, 1996            Amortized    Unrealized   Unrealized     Fair 
                               Cost         Gains        Losses      Value  
<S>                        <C> <C>         <C> <C>      <C>  <C>    <C> <C>

Fixed maturities: 
  U.S. government 
   obligations             $   13,421      $   160      $    16     $   13,565
  Foreign government
   obligations                 25,318        1,523           23         26,818
  Public utilities            219,987        9,052        1,644        227,395
  Corporate securities      1,042,825       34,636       11,065      1,066,396
  Mortgage-backed
   securities                 374,216        8,753        2,669        380,300
  Redeemable preferred 
   stock                        5,772          351            8          6,115
                            1,681,539       54,475       15,425      1,720,589
 Equity securities             20,841          695           --         21,536
                           $1,702,380      $55,170      $15,425     $1,742,125

                                            Gross      Gross
                           Amortized      Unrealized  Unrealized          Fair  
 December 31, 1995            Cost          Gains      Losses            Value  

 Fixed maturities: 
  U.S. government 
   obligations             $    4,906      $   285      $    2     $    5,189
  Foreign government
   obligations                 32,558          935          24         33,469
  Public utilities            242,009       16,123         624        257,508
  Corporate securities        715,981       54,093       3,623        766,451
  Mortgage-backed 
   securities                 359,819       15,322         591        374,550
  Redeemable preferred
   stock                        3,823           59           5          3,877
                            1,359,096       86,817       4,869      1,441,044
 Equity securities             16,051          652          90         16,613
                           $1,375,147      $87,469      $4,959     $1,457,657


     At December 31, 1996, the contractual maturities of investments in fixed
maturities are as follows:

</TABLE>
<TABLE>
<CAPTION>
                                                        Amortized       Fair 
                                                           Cost         Value 
 <S>                                                   <C> <C>        <C>

 Due in one year or less                               $   14,732    $   15,261
 Due after one year through five years                     98,058       100,317
 Due after five years through ten years                   365,684       372,113
 Due after ten years                                      828,849       852,598
 Mortgage-backed securities                               374,216       380,300
      Total fixed maturities                           $1,681,539    $1,720,589
</TABLE>

     Investments in any entity in excess of ten percent of shareholders' 
equity at December 31, 1996, other than investments issued or guaranteed 
by the U.S. Government, are as follows:

                                                       Fair Value
 Fixed maturities:
  Green Tree Financial Corporation                      $ 29,471
  Federal National Mortgage Association                 $ 91,478
  Federal Home Loan Mortgage Corporation                $149,540

 Major sources and related amounts of investment income are as follows:

                                               Years Ended December 31,  
                                            1996         1995       1994  
  
 Fixed maturities                         $120,759     $ 95,391    $79,867 
 Short-term investments                      1,901        3,010      1,518 
 Other                                       3,905        1,931      2,675 

 Total investment income                   126,565      100,332     84,060 
 Investment expenses                        (2,225)      (1,716)    (1,622)

 Total investment income                  $124,340     $ 98,616    $82,438 


 The changes in unrealized gains (losses) on securities are as follows:
<TABLE>
<CAPTION>
 
                                            Years Ended December 31,   
                                            1996         1995        1994  
 <S>                                     <C>           <C>         <C>
       
 Fixed maturities                        $(42,898)     $141,971    $(112,193)
 Equity securities                            133           374         (399)
 
 Change in unrealized 
   gains (losses)                        $(42,765)     $142,345    $(112,592)
</TABLE>

 Realized investment gains are as follows:
                                                Years Ended December 31,  
 Sales:                                    1996          1995         1994 
  
      [S]                                 [C]          [C]         [C]
      Realized gains                      $18,744      $ 6,497     $ 2,581 
      Realized losses                      (3,383)      (1,973)     (2,212)

      Net realized gains on sales          15,361        4,524         369 
 
 Calls, maturities and writedowns:
 
      Realized gains                        3,253        1,006       1,164 
      Realized losses                        (194)        (464)       (164)
      Writedowns                             (533)        (869)     (1,280)
      Net realized gains (losses) on 
        calls, maturities and writedowns    2,526         (327)       (280)

 Amortization of value of business 
      acquired                                 --         (495)         -- 

 Related expenses                            (677)          --          -- 

      Total realized investment gains     $17,210      $ 3,702     $    89 

 On March 18, 1996, Life Re Corporation sold its equity investment in Nacolah
Holding Corporation ("Nacolah"), the parent of The North American Company for
Life and Health Insurance, in connection with the acquisition of Nacolah by 
Sammons Enterprises, Inc.  The Company received proceeds of $25,057 and 
recorded a realized investment gain of $13,540. 

6.    Policy Benefit Liabilities

 Policy benefit liabilities consist of the following:
<TABLE>
<CAPTION>
                                          Years Ended December 31,  Interest 
                                             1996         1995      Rate Range
<S>                                    <C>           <C>          <C>  <S><C>
 Future policy benefits under
   life insurance and annuity 
   contracts:
      Traditional life                  $  846,747    $  674,968   6.0% - 9.5%
      Interest sensitive life              521,837       335,049   5.0% - 7.5%
      Annuities                            344,086       271,138   6.5% - 9.0%
      Group life                            10,410        10,265   2.5% - 5.5%
                                         1,723,080     1,291,420

 Claims payable under life
   insurance contracts                      94,117        70,006
 Accident and health insurance
   claim reserves                          127,061        97,677   3.0% - 7.0%
 Other policy benefits                      38,037        27,831
  Total policy benefits                 $1,982,295    $1,486,934
</TABLE>
 
      The Company's accident and health insurance business is of short
duration and generally claims are reported within a short period of time
after incurral.  In the aggregate, there have been no material favorable
or adverse developments affecting accident and health insurance claims
reserves in 1996, 1995 or 1994. 

7.    Income Taxes

     TexasRe and LRCA file a consolidated federal income tax return with
Life Re Corporation.  REALIC files a separate federal income tax return.

     The provisions for federal income taxes are as follows:
<TABLE>
<CAPTION>
                                                  Years Ended December 31, 
                                                   1996        1995       1994 

 <S>                                             <C>         <C>       <C>
 Current                                         $ 4,065     $10,270   $17,685
 Deferred                                         17,825       8,906       794
 Provision for federal income taxes              $21,890     $19,176   $18,479
</TABLE>

     The deferred income tax balances, included in other liabilities, are
as follows:
 
                                                  Years Ended December 31,
                                                       1996       1995     
 Deferred tax liabilities:                               
   Deferred policy acquisition costs                 $39,047   $20,996   
   Net unrealized appreciation 
     of securities                                    13,910    28,879         
          
   Value of business acquired and 
      other purchase adjustments                      21,157    17,417 
   Policy receivables, net                             1,086     1,641 
      Total deferred tax liabilities                  75,200    68,933 
 Deferred tax assets:
   Policy benefits, net                               30,884    29,079 
   Other investment items                              2,584       152 
   Net operating loss carryforwards                      211     5,230 
   Other, net                                          2,843     1,054 
      Total deferred tax assets                       36,522    35,515 
   Valuation allowance for deferred 
     tax assets                                           --    (4,775)
      Net deferred tax assets                         36,522    30,740 
 
      Net deferred tax liabilities                   $38,678   $38,193 


     The Company paid federal income taxes of $13,500, $13,145 and $18,400 
in 1996, 1995 and 1994, respectively.  At December 31, 1996 income taxes
recoverable of $7,937 are included in other assets and at December 31, 1995
income taxes payable of $2,062 were included in other liabilities.

     In 1995 and 1994, the effective income tax rate on income before
federal income taxes and extraordinary charge did not vary materially from
the statutory federal income tax rate.  The realized gain on the sale of
Nacolah in 1996 (Note 5) and other income permitted the utilization of tax
net operating loss carryforwards available to Life Re Corporation and a
corresponding reversal of the previously established deferred tax valuation
allowance, resulting in a tax benefit of $4,775.  This reduced the
effective income tax rate in 1996 to 29%.

8.    Loans Payable

     On November 2, 1995, the Company amended and restated its then
existing credit agreement (the "1992 Credit Agreement") to convert the
facility to a senior secured revolving and term loan with a total
commitment of $160,000 (the "Amended and Restated Credit Agreement"). 
Under the Amended and Restated Credit Agreement, at the conclusion of the
revolving loan period, the loan converts to a five year amortizing term
loan in a principal amount equal to the balance of the revolving loan at
conversion.  During 1996, the maturity date of the revolving loan period
was extended to January 1999 and may, with bank consent, be extended for an
additional one year period.  As of December 31, 1996, borrowings were
$125,000.  Unamortized deferred loan costs associated with the 1992 Credit
Agreement of $1,545, before federal income tax benefit of $541, were
charged to income in 1995 as an extraordinary charge.

     Borrowings under the Amended and Restated Credit Agreement are
secured by a first priority perfected security interest in all of the
capital stock and surplus debentures of TexasRe and a negative pledge with
respect to the capital stock of LRCA.

     The Amended and Restated Credit Agreement contains certain covenants
which, among other things, restrict under certain circumstances the payment
of dividends and repurchase of treasury stock.  Further, certain actions of
the Company are limited, including those related to mergers, acquisitions,
indebtedness and investments.  The Company and the life insurance
subsidiaries are required to meet certain financial ratios and maintain a
minimum level of statutory surplus.

     Interest is payable at a rate or rates equal to i) the greater of (a)
the bank's reference rate or (b) the federal funds rate plus 0.50% (the
"Alternative Reference Rate" or "ARR") or  ii) a margin plus a eurodollar
interbank offered rate ("IBOR"). The applicable margin over IBOR is
adjustable based on the Company's indebtedness to capitalization ratio as
defined, at the end of each quarter. 

     Principal payments are due on January 5 of each year as follows
(assuming no additional extension of the revolving loan):

                         Percent of
                         Principal 
                        Outstanding
                       at Conversion 
              Year     to Term Loan
 
              1999            12.5%
              2000          15.625%                  
              2001          21.875%
              2002            25.0%
              2003            25.0%
                                   
     At December 31, 1996, the outstanding borrowings bear interest at an
annual effective rate of 6.0%.  Interest paid on outstanding loans was
$8,774, $9,807 and $8,146 in 1996, 1995 and 1994, respectively.

9.    Shareholders' Equity

     During 1996, pursuant to the terms of stock repurchase programs
approved by the Company's Board of Directors, the Company purchased 581,500
shares of its common stock for an aggregate purchase price of $16,206. 
Through December 31, 1996, 2,126,700 shares out of a total authorization by
the Company's Board of Directors to repurchase 3,000,000 shares have been
acquired for a total purchase price of $45,691.  Treasury stock also
reflects the repurchase of shares of stock from certain officers in
accordance with the terms of their stock purchase agreements.

     Under the Company's Certificate of Incorporation, 5,000,000 shares of
preferred stock are available for future issuance without shareholder
approval.  The rights, terms and preferences of the preferred stock may be
determined by the Company's Board of Directors.

     The availability of funds to meet obligations, including dividends
and debt service, is dependent, in part, on the ability of TexasRe to
transfer funds to Life Re Corporation.  The subsidiaries are subject to
certain state laws and regulations which limit their ability to transfer
funds and pay dividends.  Generally, the subsidiaries may not, without
prior regulatory approval, transfer cash dividends, loans or advances in
any twelve month period in excess of the greater of the prior year's
statutory operating income or 10% of capital and surplus at the preceding
year end.  Additionally, under Connecticut law, no dividend in an amount
exceeding LRCA's earned surplus may be paid without prior regulatory
approval.  Approval has been received from the Connecticut Department of
Insurance to define earned surplus for this purpose to include amounts of
paid in surplus in excess of $125,000.  

     At December 31, 1996, subsidiary net assets, determined in accordance
with generally accepted accounting principles, comprised approximately
$250,000 of shareholders' equity, of which $16,315 is available for
transfer in 1997 without prior approval of state regulatory authorities. 
Dividends paid to Life Re Corporation by TexasRe were $12,087 in 1996,
$15,000 in 1995 and none in 1994.

     Life Re Corporation owns $160,500 of surplus debentures issued by
TexasRe which provide funds to Life Re Corporation in the form of principal
and interest payments.  Under the terms of an amendment to TexasRe's
surplus debentures, no prior approval of the Texas Department of Insurance
is required to pay or prepay scheduled principal or interest on the surplus
debentures provided that, after giving effect to any such payment, the
statutory surplus of TexasRe exceeds $125,000.  Payments of surplus
debenture principal and interest to Life Re Corporation by TexasRe totaled
$10,008, $29,400 and $7,305 in 1996, 1995 and 1994, respectively.
 
     The amendment to TexasRe's surplus debentures was approved under the
consideration that statutory surplus, as defined, in excess of $125,000 be
reflected in liabilities to the extent of outstanding surplus debenture
interest and principal.  Accordingly, at December 31, 1996, surplus
debentures of $50,831 were reclassified to liabilities.

     The subsidiaries' statutory basis financial statements are prepared
in accordance with accounting practices prescribed or permitted by their
respective domiciliary states.  "Prescribed" statutory accounting practices
include state laws, regulations and general administrative rules, as well
as publications of the National Association of Insurance Commissioners
("NAIC"). "Permitted" statutory accounting practices encompass all
accounting practices that are not prescribed; such practices may differ
from state to state, may differ from company to company within a state and
may change in the future.  The Company does not utilize any permitted
accounting practices.  The NAIC currently is in the process of codifying
statutory accounting practices.  That project, when completed, may change
prescribed statutory accounting practices and thus may result in changes to
the accounting practices that the subsidiaries use to prepare their
statutory basis financial statements.

<TABLE>
<CAPTION>
     The combined statutory basis financial position of the  subsidiaries
as of December 31, 1996 and 1995 is as follows:

<S>                 <C>        <C>             <C>        <C>           <C>
                      REALIC      LRCA         TexasRe    Eliminations*    Total 
December 31, 1996:
Assets              $717,898   $1,434,253      $188,274   $(318,300)    $2,022,125

Liabilities         $684,663   $1,261,357      $ 62,574   $(112,169)    $1,896,425
Capital and surplus   33,235      172,896       125,700    (206,131)       125,700

                    $717,898   $1,434,253      $188,274   $(318,300)    $2,022,125

December 31, 1995:
Assets              $353,275   $1,243,408      $186,781   $(192,545)    $1,590,919

Liabilities         $336,074   $1,069,785      $ 61,081   $  (1,721)    $1,465,219
Capital and surplus   17,201      173,623       125,700    (190,824)       125,700
                    $353,275   $1,243,408      $186,781   $(192,545)    $1,590,919
</TABLE>

* Represents the elimination of intercompany balances.


     Combined statutory basis net income totaled $16,315, $27,087 and
$28,236 in 1996, 1995 and 1994, respectively.

10.   Stock Options

      At December 31, 1996, 2,875,375 shares of authorized common stock
are reserved for issuance under two stock option plans, the Life Re
Corporation Stock Option Plan and the 1993 Non-Employee Directors Stock
Option Plan.  The plans provide for the granting to certain officers,
employees and directors of nonqualified stock options or incentive stock
options.  Options are granted at no less than fair value on the date of
grant for a period not in excess of ten years.  They vest over periods of
four to five years or in full upon the occurrence of certain events
including a change in control of the Company.  

      Effective in 1996, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.  123, "Accounting for Stock
Based Compensation" ("FAS 123"), which provides for employee stock options
to be measured at fair value on the date of grant which is then amortized
to expense over the options' vesting period.  As permitted by FAS 123, the
Company has elected to continue to account for its stock options under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25") and related Interpretations.  Under APB 25, the
Company does not incur any expense at the date of grant because the
exercise price of the stock options equals the market price of the
underlying stock on that date.

      FAS 123 requires the disclosure of pro forma information regarding
net income and earnings per share as if the Company had accounted for its
employee stock options under the fair value method of FAS 123.  The fair
value of the options for the pro forma disclosures which follows was
estimated using a Black-Scholes option pricing model with the following
assumptions for 1996 and 1995, respectively: risk-free interest rates
ranging from 5.4% to 6.8% and 6.8% to 7.7%, respectively; dividend yields
of 1.0% in each year; volatility factors for the expected market price of
the Company's common stock of 25% in each year; and weighted-average
expected life of the options of five years.

      The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable.  Option valuation models require
the input of highly subjective assumptions including the expected stock
price volatility.  Because the Company's employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect
the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee stock options.

      Pro forma net income and earnings per share including the effects of
amortization of the estimated fair values of employee stock options
granted after December 15, 1994 are as follows:

                                                Years Ended December 31,
                                                    1996      1995 

 Pro forma net income                             $53,116   $34,299
 Pro forma earnings per share                       $3.82     $2.30

Options outstanding are as follows:

<TABLE>
<CAPTION>
                                 Years Ended December 31,
                          1996                   1995                    1994 
<S>                  <C>        <C>          <C>         <C>         <C>         <C>
                           Weighted-Average          Weighted-Average       Weighted-Average
                  Options  Exercise Price   Options  Exercise Price Options Exercise Price

Balance,
beginning
of year           1,258,500    $20.89       912,500     $21.40      647,500     $21.99

Granted             714,000    $26.61       368,000     $19.60      288,000     $20.10

Exercised          (169,625)   $20.58        (5,000)    $22.00           --         --
   
Canceled             (8,750)   $22.70       (17,000)    $20.05      (23,000)    $21.73

Balance,                 
end of year       1,794,125    $23.19     1,258,500     $20.89      912,500     $21.40

Exercisable
at end of
year                487,225    $21.45       476,750     $21.72      269,625     $22.00

Weighted-average 
fair value of 
options granted
during the year                $ 8.12                   $ 6.39                
</TABLE>
     

     Exercise prices for options outstanding as of December 31, 1996 range
from $16.63 to $38.63.  The weighted-average remaining contractual life of
those options is eight years.

11.    Employee Benefit Plans

     Substantially all full time employees are covered by a
noncontributory defined benefit pension plan.  Benefits are determined by a
formula which relates the pension payable to years of service at
retirement, final five year average salary and wages covered by Social
Security.  Annual contributions to the plan are sufficient to satisfy legal
funding requirements.  In addition, the Company adopted an unfunded
Supplemental Executive Retirement Plan in 1995, which is a nonqualified
plan that provides certain officers defined pension benefits in excess of
limits imposed by federal tax law.  The Company also sponsors a defined
contribution savings plan covering substantially all employees with at
least six months of service.  The Company contributes 50% of the first 6%
of salary contributed by employees.  Participants vest in Company
contributions over a four year period.  The combined expense associated
with employee benefit plans was $1,151, $1,031 and $515 in 1996, 1995 and
1994, respectively.

12.    Reinsurance Ceded

     In the normal course of business, the Company seeks to limit its
exposure to loss by ceding reinsurance to retrocessionaires.  In general,
the Company retains a maximum of $1,000 on any one life for ordinary life
insurance business with certain limited exceptions depending upon age and
classification of the risk.  Amounts in excess of the retention are ceded
to a pool of retrocessionaires.  From time to time, the Company has also
entered into quota share retrocessional agreements.  In general, the
Company's policy in regard to group insurance business is to retain not
more than $250 of liability on any one life insurance risk,  $300 on any
one accident or health insurance risk or, for special risk insurance,
$1,000 on any one risk.  The Company has agreements with group
retrocessionaires primarily on an excess basis.  Contracts for reinsurance
ceded do not relieve the Company from its obligations under contracts for
reinsurance assumed.  Failure of retrocessionaires to honor their
obligations could result in losses to the Company; however, no amounts are
deemed uncollectible at December 31, 1996.

     Amounts receivable on reinsurance ceded are as follows:
                                                         
                                                              1996       1995  

  Future policy benefits under life insurance 
    contracts                                             $213,001   $161,258
  Claims payable under life insurance 
    contracts                                               19,752     13,602
  Accident and health insurance claims
    reserves                                                27,446     21,539
  Other policy benefits                                     14,478      1,701
  Acquisition costs payable                                  2,948     11,213
    Total amounts receivable on reinsurance ceded         $277,625   $209,313

    The Company's policy generally is to require collateral from those
retrocessionaires not authorized to conduct reinsurance business in
Connecticut, LRCA's domiciliary state, in an amount at least equal to the
statutory reserves reinsured.  Collateral is provided in the form of
letters of credit and trust agreements.  Amounts receivable from one
retrocessionaire at December 31, 1996 accounted for 10.5% of total amounts
receivable on reinsurance ceded and is fully collateralized.

    Policy benefits recovered on reinsurance ceded for the years ended
December 31, 1996, 1995 and 1994 were $75,971, $90,435 and $55,415,
respectively.  


13.    Commitments and Contingencies

     Future lease commitments under noncancelable leases for the Company's
premises are approximately $1,000 in each of the next five years and total
$8,000.

     The Company and a ceding company are in arbitration concerning the
terms of a reinsurance agreement.  The Company does not believe that the
outcome will have a material adverse effect on results of operations or
financial position.

14.    Unaudited Quarterly Financial Data
<TABLE>
<CAPTION>
       1996                       First    Second    Third    Fourth 
                                 Quarter   Quarter  Quarter   Quarter    Total
       <S>                      <C>       <C>      <C>       <C>      <C>

       Policy revenues          $100,728  $104,467 $123,750  $122,047 $450,992

       Total revenues           $143,588  $133,603 $157,346  $158,005 $592,542
       Total benefits 
         and expenses            119,871   117,638  141,273   137,669  516,451
       Income before federal
         income taxes             23,717    15,965   16,073    20,336   76,091
       Provision for federal
         income taxes              3,561     5,588    5,623     7,118   21,890
       Net income               $ 20,156  $ 10,377 $ 10,450   $13,218  $54,201
       Earnings per share:
          Net income            $   1.43  $    .74 $    .76   $   .95   $ 3.89

       
       1995

       Policy revenues          $ 92,564  $ 93,977 $ 94,232   $102,458 $383,231

       Total revenues           $114,481  $116,260 $121,916   $132,892 $485,549
       Total benefits 
         and expenses            107,477   101,544  108,030    113,710  430,761
       Income before federal
         income taxes 
         and extraordinary
         charge                    7,004    14,716   13,886     19,182   54,788
       Provision for federal
         income taxes              2,451     5,151    4,860      6,714   19,176
       Income before
         extraordinary
         charge                    4,553     9,565    9,026     12,468   35,612
       Extraordinary charge           --        --       --      1,004    1,004
       Net income               $  4,553  $  9,565 $  9,026    $11,464  $34,608
       Earnings per share:              
         Income before
          extraordinary
          charge                $    .29  $    .63 $    .61    $   .87  $  2.39
         Extraordinary 
          charge                      --        --       --        .07      .07
          Net income            $    .29  $    .63 $    .61    $   .80  $  2.32
</TABLE>
       
       Due to changes in the number of average shares outstanding, quarterly
earnings per share do not add to the total.

<TABLE>
<CAPTION>
               Life Re Corporation and Subsidiaries
           Condensed Financial Information of Registrant
                            Schedule II

                        Life Re Corporation
                          Balance Sheets
                         (Parent Company)


<S>                                                              <C>      <C>

December 31,                                                        1996     1995        

                                                    (In thousands, except share data)

ASSETS

Investment in common stock of wholly owned subsidiaries (1)      $250,483 $243,335 
Surplus debentures of wholly owned subsidiary (1)                 160,500  160,500 
Securities available for sale                                         202   11,203 
Short-term investments                                              1,699      630 
Cash                                                                  175      151 
Interest receivable on surplus debentures (1)                         608      724 
Due from subsidiaries (1)                                              --    1,509 
Other assets                                                       11,781    3,443 
    Total assets                                                 $425,448 $421,495 

LIABILITIES

Accrued expenses and other liabilities                           $  2,085 $  2,182 
Due to subsidiaries (1)                                             8,252       -- 
Loans payable                                                     125,000  140,000 
    Total liabilities                                             135,337  142,182   


SHAREHOLDERS' EQUITY                    

Common stock (par value $.001 per share;
  authorized 40,000,000 shares; issued 15,700,935 and
  15,531,310 shares, respectively)                                     16       16 
Paid in capital                                                   105,226  101,582 
Net unrealized appreciation of securities                          24,854   49,403 
Retained earnings                                                 206,822  158,075 
Treasury stock - at cost (2,172,769 and 
  1,557,969 shares, respectively)                                 (46,807) (29,763)
    Total shareholders' equity                                    290,111  279,313 
    Total liabilities and shareholders' equity                   $425,448 $421,495 
</TABLE>

(1) Eliminated in consolidation.

    The condensed parent company financial statements should be read in 
    conjunction with the consolidated financial statements of Life Re
    Corporation and Subsidiaries included elsewhere herein.

<TABLE>
<CAPTION>
                            Life Re Corporation and Subsidiaries
                        Condensed Financial Information of Registrant
                                   Schedule II - continued

                                    Life Re Corporation
                                   Statements of Income
                                    (Parent Company)



<S>                                              <C>         <C>        <C>
Years Ended December 31,                           1996        1995       1994
                                                        (In thousands)
REVENUES

Interest income on surplus debentures of
  wholly owned subsidiary (1)                   $ 9,892     $11,402      9,445 
Investment income                                   767       1,788      2,920 
Realized investment gains (losses)               12,767          61     (2,300)     
   Total revenues                                23,426      13,251     10,065 

EXPENSES

Interest expense                                  8,356      10,743      9,103 
Other operating expenses                          4,647       2,626      2,126 
    Total expenses                               13,003      13,369     11,229 
Income before income taxes,
  equity in undistributed earnings 
  of wholly owned subsidiaries and 
  extraordinary charge                           10,423        (118)    (1,164)
Provision for federal income taxes (benefit)          6         (42)        -- 
Income before equity in undistributed
  earnings of wholly owned subsidiaries   
  and extraordinary charge                       10,417         (76)    (1,164)
Equity in earnings of subsidiaries (1)           43,784      35,688     35,482 
Income before extraordinary charge               54,201      35,612     34,318 
Extraordinary charge, net of tax benefit             --       1,004         -- 
 
NET INCOME                                      $54,201     $34,608    $34,318 
                                        
</TABLE>

(1) Eliminated in consolidation.

    The condensed parent company financial statements should be read in
    conjunction with the consolidated financial statements of Life Re
    Corporation and Subsidiaries included elsewhere herein.

    Certain reclassifications have been made to the prior year amounts to
    conform to the current year presentation.

<TABLE>
<CAPTION>
                   Life Re Corporation and Subsidiaries
               Condensed Financial Information of Registrant
                          Schedule II - continued

                            Life Re Corporation
                         Statements of Cash Flows
                             (Parent Company)

<S>                                            <C>            <C>          <C>
Years Ended December 31,                           1996          1995       1994 
                                                            (In thousands)         

OPERATING ACTIVITIES

Net income                                     $ 54,201       $ 34,608     $34,318 
Extraordinary charge                                             1,004 
Adjustments to reconcile net income
 to net cash used by operating activities
 Equity in earnings of subsidiaries (1)         (43,784)       (35,688)    (35,482)
 Interest on surplus debentures of 
 subsidiary (1)                                  (9,892)       (11,402)     (9,445)
 Realized gains on investments                  (12,767)           (61)      2,300 
 Other                                              950            335         473 
     Net cash used by operating activities      (11,292)       (11,204)     (7,836)

INVESTING ACTIVITIES

Purchases of securities                            (200)        (3,162)    (13,683)
Sales of securities                              25,057          5,266      25,069 
Change in short-term investments                 (1,069)          (350)      4,589 
Surplus debenture interest received from
 subsidiary (1)                                  10,008         19,400       2,305 
Dividends received from subsidiary (1)           12,087         15,000          -- 
Repayment of surplus debenture principal
 by subsidiary (1)                                  --          10,000       5,000 
Purchases of furniture and equipment, net         (829)           (878)       (733)

     Net cash provided by investing             
     activities                                  45,054         45,276      22,547  

FINANCING ACTIVITIES

Purchases of common stock for treasury         (16,861)       (29,497)          -- 
Proceeds from exercises of common stock 
 options                                         3,570             --           -- 
Loan principal repayments                      (15,000)            --      (10,000)
Fees related to amendments 
 to credit agreement                                --           (404)        (550)
Dividends on common stock                       (5,454)        (4,123)      (3,724)
Other                                                7              4           -- 
       Net cash used by financing activities   (33,738)       (34,020)     (14,274)
Increase in cash                                    24             52          437 
Cash balance at beginning of period                151             99         (338)
Cash balance at end of period                 $    175       $    151     $     99 
</TABLE>
(1) Eliminated in consolidation.

    The condensed parent company financial statements should be read in
    conjunction with the consolidated financial statements of Life Re
    Corporation and Subsidiaries included elsewhere herein.

    Certain reclassifications have been made to the prior year amounts to
    conform to the current year presentation.


ITEM 9

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

  None.


                             PART III

ITEM 10

Directors and Executive Officers of the Registrant

   The information required by Item 10 is hereby incorporated by reference
from the Registrant's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A within 120 days after December 31,
1996.


ITEM 11

Executive Compensation

    The information required by Item 11 is hereby incorporated by reference
from the Registrant's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A within 120 days after December 31,
1996.


ITEM 12

Security Ownership of Certain Beneficial Owners and Management

    The information required by Item 12 is hereby incorporated by reference
from the Registrant's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A within 120 days after December 31,
1996.


ITEM 13

Certain Relationships and Related Transactions

    The information required by Item 13 is hereby incorporated by reference
from the Registrant's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A within 120 days after December 31,
1996.

                              PART IV
ITEM 14

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

(a)    The following documents are filed or incorporated by reference as part
       of this Form 10-K:

       1.   Financial Statements

            The audited consolidated financial statements of Life Re and the
            related auditor's report listed in the Index to Financial
            Statements and Financial Statement Schedule appearing on page 37.

       2.   Financial Statement Schedule

            The schedule listed in the Index to Financial Statements and
            Financial Statement Schedule appearing on page 65.

       3.   Exhibits

            The accompanying Exhibit Index appearing on page 72 is
            incorporated herein by reference.  The exhibits listed in the
            Exhibit Index are filed or incorporated by reference as part of
            this Form 10-K.


(b)    A Current Report on Form 8-K was filed with the Securities and Exchange
       Commission on October 21, 1996 regarding the acquisition of New
       American Life Insurance Company.  No other reports on Form 8-K were
       filed with the Securities and Exchange Commission during the three
       months ended December 31, 1996.

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


                                LIFE RE CORPORATION



  March 28, 1997                By:  /s/Rodney A. Hawes, Jr.        
                                        Rodney A. Hawes, Jr.
                                       Chairman of the Board,
                                     Chief Executive Officer,
                                   Office of the Chairman and Director



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



                              Chairman of the Board, Chief
/s/Rodney A. Hawes, Jr.       Executive Officer, Office of    March 28, 1997   
   Rodney A. Hawes, Jr.       the Chairman and Director


                              Vice Chairman of the Board,
/s/Douglas M. Schair          Chief Investment Officer,       March 28, 1997
   Douglas M. Schair          Office of the Chairman and
                              Director


                              President, Chief Operating
/s/Jacques E. Dubois          Officer, Office of the          March 28, 1997
   Jacques E. Dubois          Chairman and Director


                              Executive Vice President,
/s/Chris C. Stroup            Chief Financial Officer,        March 28, 1997
   Chris C. Stroup            (principal accounting officer
                              and principal financial       
                              officer) and Director

/s/Samuel V. Filoromo         Vice President - Operations     March 28, 1997
   Samuel V. Filoromo         and Director
                          

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

/s/Carolyn K. McCandless      Director                        March 28, 1997
   Carolyn K. McCandless

/s/K. Fred Skousen            Director                        March 28, 1997
   K. Fred Skousen

/s/T. Bowring Woodbury, II    Director                        March 28, 1997
   T. Bowring Woodbury, II


                        LIFE RE CORPORATION
                           EXHIBIT INDEX

                                                         Sequential
Exhibit                                                  Page
Number      Description of Exhibit                       Number

2.01        Stock Purchase Agreement, dated as of April
            24, 1995, by and among John Deere Insurance
            Group, Inc., Tahoe Insurance Company, Rock
            River Insurance Company and Life Reassurance
            Corporation of America ("Life Reassurance"),
            incorporated by reference to Exhibit 2.1 of
            the Life Re Corporation (the "Company") Form
            10-Q for the quarterly period ended March 31,
            1995, as filed with the Securities and
            Exchange Commission on May 15, 1995.

2.02        Stock Purchase Agreement, dated as of April
            2, 1996, by and between Bankers Multiple Line
            Insurance Company and Reassure America Life
            Insurance Company with respect to all of the
            outstanding capital stock of Modern American
            Life Insurance Company and Western Pioneer
            Life Insurance Company, incorporated by
            reference to Exhibit 2.1 of the Life Re
            Corporation Current Report on Form 8-K, Date
            of Report April 2, 1996, as filed with the
            Securities and Exchange Commission on April
            17, 1996.

2.03        Stock Purchase Agreement, dated as of June
            30, 1996, between Combined Insurance Company
            of America and Resource Financial
            Corporation, and, for purposes of Section 5.9
            only, Life  Re Corporation, incorporated by
            reference to Exhibit 2.02 of the Company's
            Form 10-Q for the quarterly period ended June
            30, 1996, as filed with the Securities and
            Exchange Commission on August 13, 1996.

2.04        Subscription Agreement and Letter of
            Investment Intent, dated as of June 30, 1996,
            between Resource Financial Corporation and
            Life Re Corporation, incorporated by
            reference to Exhibit 2.03 of the Company's
            Form 10-Q for the quarterly period ended June
            30, 1996, as filed with the Securities and
            Exchange Commission on August 13, 1996.

2.05        Stock Purchase Agreement, dated as of
            October 3, 1996, by and between Farmers and
            Merchants Insurance Company and Reassure
            America Life Insurance Company with respect
            to all of the outstanding capital stock of
            New American Life Insurance Company, 
            incorporated by reference to Exhibit 2.1 of 
            the Life Re Corporation Current Report on 
            Form 8-K, Date of Report October 3, 1996, 
            as filed with the Securities and Exchange
            Commission on October 21, 1996.

3.01        Certificate of Incorporation of the Company,
            dated June 1, 1988, incorporated by reference 
            to Exhibit 3.1 of the Company's Registration 
            Statement on Form S-1 (File No. 33-50556).

3.02        Amendment to the Certificate of Incorporation
            of the Company, dated November 10, 1988,
            incorporated by reference to Exhibit 3.5 of
            the Company's Registration Statement on
            Form S-1 (File No. 33-50556).

3.03        Amendment to the Certificate of Incorporation
            of the Company, dated December 9, 1988,
            incorporated by reference to Exhibit 3.6 of
            the Company's Registration Statement on
            Form S-1 (File No. 33-50556).

3.04        Amendment to the Certificate of Incorporation
            of the Company, dated December 27, 1988,
            incorporated by reference to Exhibit 3.7 of
            the Company's Registration Statement on
            Form S-1 (File No. 33-50556).

3.05        Amendment to the Certificate of Incorporation
            of the Company, dated October 14, 1992,
            incorporated by reference to Exhibit 3.07 of
            the Company's Form 10-K for the fiscal year
            ended December 31, 1992, as filed with the
            Securities and Exchange Commission on March
            31, 1993.

3.06        Amendment to the Certificate of Incorporation
            of the Company, dated October 30, 1992,
            incorporated by reference to Exhibit 3.08 of
            the Company's Form 10-K for the fiscal year
            ended December 31, 1992, as filed with the
            Securities and Exchange Commission on March
            31, 1993.

3.07        By-Laws of the Company, dated August 5, 1992,
            incorporated by reference to Exhibit 3.09 of
            the Company's Form 10-K for the year ended
            December 31, 1992, as filed with the
            Securities and Exchange Commission on March
            31, 1993.

4.01        Specimen Common Stock Certificate of the
            Company, incorporated by reference to Exhibit
            4.1 of the Company's Registration Statement
            on Form S-1 (File No. 33-50556).

10.01       General Reassurance Company Coinsurance
            Treaty, dated as of January 1, 1981, between
            Massachusetts Indemnity and Life Insurance
            Company and General Reassurance Corporation,
            incorporated by reference to Exhibit 10.34 of
            the Company's Registration Statement on
            Form S-1 (File No. 33-50556).

10.02       Amended and Restated Reinsurance Agreement
            #7000-1, effective as of July 1, 1995,
            between Liberty Life Insurance Company and
            Life Reassurance, incorporated by reference
            to Exhibit 10.02 of the Company's Form 10-K
            for the year ended December 31, 1995, as 
            filed with the Securities and Exchange
            Commission on March 28, 1996.

10.03       Reinsurance Agreement #501-1 dated
            October 1, 1970, between The Guardian Life
            Insurance Company of America ("Guardian") and
            General Reassurance Corporation, incorporated
            by reference to Exhibit 10.37 of the
            Company's Registration Statement on Form S-1
            (File No. 33-50556).

10.04       Reinsurance Agreement #1348-1, dated
            January 2, 1980, between Guardian and General
            Reassurance Corporation, as amended,
            incorporated by reference to Exhibit 10.38 of
            the Company's Registration Statement on
            Form S-1 (File No. 33-50556).

10.05       Reinsurance Agreement #2249-2, dated
            July 1, 1982, between Guardian and General
            Reassurance Corporation, incorporated by
            reference to Exhibit 10.39 of the Company's 
            Registration Statement on Form S-1 (File No.
            33-50556).

10.06       Reinsurance Agreement #2316-1, dated
            January 1, 1983, between Guardian and General
            Reassurance Corporation, incorporated by
            reference to Exhibit 10.40 of the Company's
            Registration Statement on Form S-1 (File No.
            33-50556).

10.07       Reinsurance Agreement #5380-1, dated
            April 1, 1986, between Guardian and Life
            Reassurance, incorporated by reference to
            Exhibit 10.41 of the Company's Registration
            Statement on Form S-1 (File No. 33-50556).

10.08       Reinsurance Agreement #5565-1, dated
            January 1, 1989, between Guardian and Life
            Reassurance, incorporated by reference to
            Exhibit 10.42 of the Company's Registration
            Statement on Form S-1 (File No. 33-50556).

10.09       Reinsurance Agreement #9000-1, dated
            September 30, 1993, between North American
            Company for Life and Health Insurance and
            Life Reassurance, incorporated by reference
            to Exhibit 10.21 of the Company's
            Registration Statement on Form S-1 (File No.
            33-70922).

10.10       Surplus Debenture No. 1 in the amount of
            $180,500,000, dated November 16, 1988, issued
            by First of Groves Life Insurance Company to
            the Company, incorporated by reference to
            Exhibit 10.16 of the Company's Registration
            Statement on Form S-1 (File No. 33-50556).

10.11       First Amendment to Surplus Debenture No. 01
            of TexasRe Life Insurance Company (Formerly
            known as First of Groves Life Insurance
            Company), effective November 3, 1992,
            incorporated by reference to Exhibit 10.12 of
            the Company's Form 10-K for the year ended
            December 31, 1994, as filed with the
            Securities and Exchange Commission on March
            31, 1994.

10.12       Second Amendment to Surplus Debenture No. 01
            of TexasRe Life Insurance Company (Formerly
            known as First of Groves Life Insurance
            Company), effective January 1, 1994,
            incorporated by reference to Exhibit 10.13 of
            the Company's Form 10-K for the year ended
            December 31, 1994, as filed with the
            Securities and Exchange Commission on March
            31, 1995.

10.13       Third Amendment to Surplus Debenture No. 01
            of TexasRe Life Insurance Company (Formerly
            known as First of Groves Life Insurance
            Company), effective November 1995,
            incorporated by reference to Exhibit 10.13 of
            the Company's Form 10-K for the year ended
            December 31, 1995, as filed with the
            Securities and Exchange Commission on March
            28, 1996.

10.14       Surplus Debenture No. 2 in the amount of
            $80,000,000, dated November 16, 1988, issued
            by First of Groves Life Insurance Company to
            the Company, incorporated by reference to
            Exhibit 10.17 of the Company's Registration
            Statement on Form S-1 (File No. 33-50556).

10.15       First Amendment to Surplus Debenture No. 02
            of TexasRe Life Insurance Company (Formerly
            known as First of Groves Life Insurance
            Company), effective November 3, 1992,
            incorporated by reference to Exhibit 10.15 of
            the Company's Form 10-K for the year ended
            December 31, 1994, as filed with the
            Securities and Exchange Commission on March
            31, 1995. 

10.16       Second Amendment to Surplus Debenture No. 02
            of TexasRe Life Insurance Company (Formerly
            known as First of Groves Life Insurance
            Company), effective January 1, 1994,
            incorporated by reference to Exhibit 10.16 of
            the Company's Form 10-K for the year ended
            December 31, 1994, as filed with the
            Securities and Exchange Commission on March
            31, 1995.

10.17       Third Amendment to Surplus Debenture No. 02
            of TexasRe Life Insurance Company (Formerly
            known as First of Groves Life Insurance
            Company), effective November 6, 1995,
            incorporated by reference to Exhibit 10.17 of
            the Company's Form 10-K for the year ended
            December 31, 1995, as filed with the
            Securities and Exchange Commission on March
            28, 1996.

10.18       Employment Agreement, effective as of June 9,
            1995, between the Company and Rodney A.
            Hawes, Jr., incorporated by reference to
            Exhibit 10.18 of the Company's Form 10-K for
            the fiscal year ended December 31, 1995, as
            filed with the Securities and Exchange
            Commission on March 28, 1996.

10.19       Employment Agreement, effective as of June 9,
            1995,  between the Company and Douglas M.
            Schair, incorporated by reference to Exhibit
            10.19 of the Company's Form 10-K for the
            fiscal year ended December 31, 1995, as filed
            with the Securities and Exchange Commission
            on March 28, 1996.

10.20       Employment Agreement, effective as of June 9,
            1995, between the Company and Jacques E.
            Dubois, incorporated by reference to Exhibit
            10.20 of the Company's Form 10-K for the
            fiscal year ended December 31, 1995, as filed
            with the Securities and Exchange Commission
            on March 28, 1996.

10.21       Life Re Corporation Stock Option Plan,
            effective November 3, 1992, incorporated by
            reference to Exhibit 10.17 of the Company's
            Form 10-K for the fiscal year ended December
            31, 1992, as filed with the Securities and
            Exchange Commission on March 31, 1993.

10.22       Life Reassurance and its Affiliates Employee
            Savings Plan, effective January 1, 1989,
            incorporated by reference to Exhibit 10.31 of
            the Company's Registration Statement on Form
            S-1 (File No. 33-50556).

10.23       Employees' Retirement Plan of Life
            Reassurance and its Affiliates, effective
            January 1, 1989, as amended on January 1,
            1991, incorporated by reference to Exhibit
            10.32 of the Company's Registration Statement
            on Form S-1 (File No. 33-50556).

10.24       Form of the Life Re Corporation Stock
            Investment Plan, incorporated by reference to
            Exhibit 4(e) of the Company's Registration
            Statement on Form S-8 (File No. 33-54138).

10.25       Form of the Company's Restricted Stock
            Purchase Agreement, incorporated by reference
            to Exhibit 10.33 of the Company's
            Registration Statement on Form S-1 (File No.
            33-50556).

10.26       Life Re Corporation 1993 Non-Employee
            Directors Stock Option Plan, effective June
            9, 1993, incorporated by reference to Exhibit
            28.1 of the Company's Form 10-Q for the
            quarterly period ended June 30, 1993, as
            filed with the Securities and Exchange
            Commission on August 16, 1993.

10.27       Amended and Restated Advisory Agreement,
            dated November 16, 1988, between Life
            Reassurance and Conseco Capital Management,
            Inc., incorporated by reference to Exhibit
            10.45 of the Company's Registration Statement
            on Form S-1 (File No. 33-50556).

10.28       October 1993 Amendment, dated October 1,
            1993, to Amended and Restated Advisory
            Agreement, dated November 16, 1988, between
            Life Reassurance and Conseco Capital
            Management, Inc., incorporated by reference
            to Exhibit 10.25 of the Company's Form 10-K
            for the year ended December 31, 1993, as
            filed with the Securities and Exchange
            Commission on March 31, 1994.

10.29       Advisory Agreement, dated December 31, 1991,
            between Life Reassurance and Liberty Capital
            Advisors, Inc., incorporated by reference to
            Exhibit 10.46 of the Company's Registration
            Statement on Form S-1 (File No. 33-50556).

10.30       Tax Allocation Agreement, effective as of the
            first day of the consolidated return taxable
            year beginning January 1, 1994 by and among
            the Company, TexasRe Life Insurance Company
            and Life Reassurance, incorporated by
            reference to Exhibit 10.1 of the Company's
            Form 10-Q for the quarterly period ended June
            30, 1995, as filed with the Securities and
            Exchange Commission on August 14, 1995.

10.31       Credit Agreement, dated as of October 27,
            1992, among the Company as the Borrower,
            various financial institutions, as the
            Lenders, Shawmut Bank Connecticut, N.A.
            (formerly Connecticut National Bank),
            Continental Bank N.A., and The Bank of New
            York as Co-Agents, and Continental Bank N.A.,
            as Administrative Agent for the Lenders, and
            as Syndication Agent, incorporated by
            reference to Exhibit 10 of the Company's Form
            10-Q for the quarterly period ended September
            30, 1992, as filed with the Securities and
            Exchange Commission on December 10, 1992. 

10.32       First Amendment Dated as of February 3, 1993
            to Credit Agreement, dated as of October 27,
            1992, among the Company as the Borrower,
            various financial institutions, as the
            Lenders, Shawmut Bank Connecticut, N.A.
            (formerly Connecticut National Bank),
            Continental Bank N.A., and The Bank of New
            York as Co-Agents, and Continental Bank N.A.,
            as Administrative Agent for the Lenders, and
            as Syndication Agent,  incorporated by
            reference to Exhibit 10.29 of the Company's
            Form 10-K for the year ended December 31,
            1993, as filed with the Securities and
            Exchange Commission on March 31, 1994.

10.33       Waiver and Second Amendment Dated as of March
            17, 1993 to Credit Agreement, dated as of
            October 27, 1992, among the Company as the
            Borrower, various financial institutions, as
            the Lenders, Shawmut Bank Connecticut, N.A.
            (formerly Connecticut National Bank),
            Continental Bank N.A., and The Bank of New
            York as Co-Agents, and Continental Bank N.A.,
            as Administrative Agent for the Lenders, and
            as Syndication Agent, as amended,
            incorporated by reference to Exhibit 10 of
            the Company's Form 10-Q for the quarterly
            period ended March 31, 1993, as filed with
            the Securities and Exchange Commission on May
            14, 1993.

10.34       Third Amendment Dated as of May 14, 1993 to
            Credit Agreement, dated as of October 27,
            1992, among the Company as the Borrower,
            various financial institutions, as the
            Lenders, Shawmut Bank Connecticut, N.A.
            (formerly Connecticut National Bank),
            Continental Bank N.A., and The Bank of New
            York as Co-Agents, and Continental Bank N.A.,
            as Administrative Agent for the Lenders, and
            as Syndication Agent, as amended,
            incorporated by reference to Exhibit 10.1 of
            the Company's Form 10-Q for the quarterly
            period ended June 30, 1993, as filed with the
            Securities and Exchange Commission on August
            16, 1993.

10.35       Consent dated as of July 9, 1993 to exclude
            surplus strain from the reinsurance
            transaction with North American Company for
            Life and Health Insurance from a covenant in
            the Credit Agreement, dated as of October 27,
            1992, among the Company as the Borrower,
            various financial institutions, as the
            Lenders, Shawmut Bank Connecticut, N.A.
            (formerly Connecticut National Bank),
            Continental Bank N.A., and The Bank of New
            York as Co-Agents, and Continental Bank N.A.,
            as Administrative Agent for the Lenders, and
            as Syndication Agent, as amended,
            incorporated by reference to Exhibit 10.2 of
            the Company's Form 10-Q for the quarterly
            period ended June 30, 1993, as filed with the
            Securities and Exchange Commission on August
            16, 1993.

10.36       Fourth Amendment Dated as of February 1, 1994
            to Credit Agreement, dated as of October 27,
            1992, among the Company as the Borrower,
            various financial institutions, as the
            Lenders, Shawmut Bank Connecticut, N.A.
            (formerly Connecticut National Bank),
            Continental Bank N.A., and The Bank of New
            York as Co-Agents, and Continental Bank N.A.,
            as Administrative Agent for the Lenders, and
            as Syndication Agent, as amended,
            incorporated by reference to Exhibit 10.1 of
            the Company's Form 8-K for an event reported
            on February 2, 1994, as filed with the
            Securities and Exchange Commission on
            February 14, 1994.

10.37       Consent dated as of August 4, 1994 to the
            creation of a Subsidiary to be organized
            under the laws of Bermuda and to exempt such
            Subsidiary  from a certain covenant in the
            Credit Agreement, dated as of October 27,
            1992, among the Company, as the Borrower,
            various financial institutions, as the
            Lenders, Shawmut Bank Connecticut, N.A.
            (formerly The Connecticut National Bank),
            Continental Bank (formerly Continental Bank
            N.A.) and The Bank of New York, as Co-Agents,
            and Continental Bank, as Administrative Agent
            for the Lenders, and as Syndication Agent, as
            amended, subject to the pledge of the stock
            of such Subsidiary under the Pledge
            Agreement, dated November 3, 1992, among Life
            Re Corporation, Continental Bank as Agent,
            and Continental Trust Company,  incorporated
            by reference to Exhibit 10.2 of the Company's
            Form 10-Q for the quarterly period ended June
            30, 1995, as filed with the Securities and
            Exchange Commission on August 14, 1995.

10.38       Consent dated as of July 12, 1995 to the
            acquisition by Life Reassurance of the stock
            of John Deere Life Insurance Company (now
            known as Reassure America Life Insurance
            Company) under the Credit Agreement, dated as
            of October 27, 1992, among the Company, as
            the Borrower, various financial institutions,
            as the Lenders, Shawmut Bank Connecticut,
            N.A. (formerly The Connecticut National
            Bank), Bank of America Illinois (formerly
            Continental Bank) and The Bank of New York
            as, Co-Agents, and Bank of America Illinois,
            as Administrative Agent for the Lenders, and
            as Syndication Agent, as amended, 
            incorporated by reference to Exhibit 10.3 of
            the Company's Form 10-Q for the quarterly
            period ended June 30, 1995, as filed with the
            Securities and Exchange Commission on August
            14, 1995.

10.39       Amended and Restated Credit Amendment dated
            as of November 2, 1995 among Life Re
            Corporation, as the Borrower, Various
            Financial Institutions, as the Lenders,
            Shawmut Bank Connecticut, N.A., Bank of
            America Illinois and The Bank of New York, as
            Co-Agents, and Bank of America National Trust
            and Savings Association, as Administrative
            Agent for the Lenders, incorporated by
            reference to Exhibit 10.01 of the Company's
            Form 10-Q for the quarterly period ended
            September 30, 1995, as filed with the
            Securities and Exchange Commission on
            November 14, 1995.

10.40       Form of Amended and Restated Pledge Amendment
            dated as of November 2, 1995 between Life Re
            Corporation, as the Pledgor, and Bank of
            America National Trust and Savings
            Association, as Administrative Agent for the
            Lenders, incorporated by reference to Exhibit
            10.02 of the Company's Form 10-Q for the
            quarterly period ended September 30, 1995, as
            filed with the Securities and Exchange
            Commission on November 14, 1995.

10.41       Investment Agreement, dated as of May 4,
            1993, by and among Life Reassurance,
            Consolidated Fidelity Life Insurance Company,
            Consolidated National Corporation,
            International Insurance Investors, L.P. and
            DLJ Merchant Banking, Inc., incorporated by
            reference to Exhibit 10.25 of the Company's
            Registration Statement on Form S-1 (File No.
            33-70922).

10.42       Amendment No. 1, dated as of December 20,
            1993, to the Investment Agreement, dated as
            of May 4, 1993, by and among Life
            Reassurance, Consolidated Fidelity Life
            Insurance Company, Consolidated National
            Corporation, International Insurance
            Investors, L.P. and DLJ Merchant Banking,
            Inc., incorporated by reference to Exhibit
            10.25 of the Company's Form 10-K for the year
            ended December 31, 1993, as filed with the
            Securities and Exchange Commission on March
            31, 1994. 

10.43       Assumption Reinsurance Agreement, made as of
            May 31, 1996, between United Insurance
            Company of America and Reassure America Life
            Insurance Company, incorporated by reference
            to Exhibit 10.01 of the Company's Form 10-Q
            for the quarterly period ended June 30, 1996,
            as filed with the Securities and Exchange
            Commission on  August 13, 1996.

10.44       Reinsurance and Retrocession Agreement
            (Disability Policies), effective as of July
            1, 1996, between American Combined Life
            Insurance Company and Life Reassurance
            Corporation of America, incorporated by
            reference to Exhibit 10.02 of the Company's
            Form 10-Q for the quarterly period ended June
            30, 1996, as filed with the Securities and
            Exchange Commission on  August 13, 1996.

10.45       Reinsurance and Retrocession Agreement (Life
            Policies), effective as of July 1, 1996,
            between American Combined Life Insurance
            Company and Life Reassurance Corporation of
            America, incorporated by reference to Exhibit
            10.03 of the Company's Form 10-Q for the
            quarterly period ended June 30, 1996, as
            filed with the Securities and Exchange
            Commission on  August 13, 1996.

10.46       Administration Agreement, effective as of
            July 1, 1996, by and among American Combined
            Life Insurance Company, Resource Financial
            Corporation and Life Reassurance Corporation
            of America, incorporated by reference to
            Exhibit 10.04 of the Company's Form 10-Q for
            the quarterly period ended June 30, 1996, as
            filed with the Securities and Exchange
            Commission on  August 13, 1996.

10.47       Consulting and Non-Compete Agreement,
            effective as of July 1, 1996, between Ryan
            Insurance Group, Inc. and Life Reassurance
            Corporation of America, incorporated by
            reference to Exhibit 10.05 of the Company's
            Form 10-Q for the quarterly period ended June
            30, 1996, as filed with the Securities and
            Exchange Commission on  August 13, 1996.

10.48       Employment Agreement, effective as of June 1,
            1996, between the Company and Samuel V.
            Filoromo, incorporated by reference to
            Exhibit 10.06 of the Company's Form 10-Q for
            the quarterly period ended June 30, 1996, as
            filed with the Securities and Exchange
            Commission on  August 13, 1996.

10.49       Employment Agreement, effective as of June 1,
            1996, between the Company and Chris C.
            Stroup, incorporated by reference to Exhibit
            10.07 of the Company's Form 10-Q for the
            quarterly period ended June 30, 1996, as
            filed with the Securities and Exchange
            Commission on  August 13, 1996.

10.50       Employment Agreement, effective as of June 1,
            1996, between the Company and W. Weldon
            Wilson, incorporated by reference to Exhibit
            10.08 of the Company's Form 10-Q for the
            quarterly period ended June 30, 1996, as
            filed with the Securities and Exchange
            Commission on  August 13, 1996.

10.51       Life Re Corporation Supplemental Executive
            Retirement Plan, Effective: January 1, 1995,
            incorporated by reference to Exhibit 10.09 of
            the Company's Form 10-Q for the quarterly
            period ended June 30, 1996, as filed with the
            Securities and Exchange Commission on  August
            13, 1996.

10.52       Severance Agreement, effective as of June 1,
            1996, between the Company and Tracy L.
            Rudolph, incorporated by reference to Exhibit
            10.10 of the Company's Form 10-Q for the
            quarterly period ended June 30, 1996, as
            filed with the Securities and Exchange
            Commission on  August 13, 1996.

10.53       Amendment to Employment Agreement, dated as
            of November 11, 1996, to the Employment
            Agreement, effective as of June 9, 1995,
            between the Company and Rodney A. Hawes, Jr.,
            incorporated by reference to Exhibit 10.01 of
            the Company's Form 10-Q for the quarterly
            period ended September 30, 1996, as filed
            with the Securities and Exchange Commission
            on November 14, 1996.

10.54       Amendment to Employment Agreement, dated as
            of November 11, 1996, to the Employment
            Agreement, effective as of June 9, 1995,
            between the Company and Douglas M. Schair,
            incorporated by reference to Exhibit 10.02 of
            the Company's Form 10-Q for the quarterly
            period ended September 30, 1996, as filed
            with the Securities and Exchange Commission
            on November 14, 1996. 

10.55       Amendment to Employment Agreement, dated as
            of November 11, 1996, to the Employment
            Agreement, effective as of June 9, 1995,
            between the Company and Jacques E. Dubois,
            incorporated by reference to Exhibit 10.03 of
            the Company's Form 10-Q for the quarterly
            period ended September 30, 1996, as filed
            with the Securities and Exchange Commission
            on November 14, 1996.

10.56       November 1994 Amendment to the Amended and
            Restated Advisory Agreement between Life
            Reassurance Corporation of America and
            Conseco Capital Management, Inc., effective
            as of November 1, 1994, incorporated by
            reference to Exhibit 10.04 of the Company's
            Form 10-Q for the quarterly period ended
            September 30, 1996, as filed with the
            Securities and Exchange Commission on
            November 14, 1996.

10.57       May 1995 Amendment to the Amended and
            Restated Advisory Agreement between Life
            Reassurance Corporation of America and
            Conseco Capital Management, Inc., effective
            as of May 31, 1995, incorporated by
            reference to Exhibit 10.05 of the Company's
            Form 10-Q for the quarterly period ended
            September 30, 1996, as filed with the
            Securities and Exchange Commission on
            November 14, 1996.

10.58       September 1996 Amendment to the Amended and
            Restated Advisory Agreement between Life
            Reassurance Corporation of America and
            Conseco Capital Management, Inc., effective
            as of September 15, 1996 , incorporated by
            reference to Exhibit 10.06 of the Company's
            Form 10-Q for the quarterly period ended
            September 30, 1996, as filed with the
            Securities and Exchange Commission on
            November 14, 1996.

10.59       Amendment Number One to Advisory Agreement
            Dated December 31, 1991 between Liberty
            Capital Advisors, Inc. and Life Reassurance
            Corporation of America, effective as of 
            July 1, 1996, incorporated by reference to
            Exhibit 10.07 of the Company's Form 10-Q for
            the quarterly period ended September 30,
            1996, as filed with the Securities and
            Exchange Commission on November 14, 1996.

10.60       Consent to extension of Commitment
            Termination Date, dated November 6, 1996,
            pursuant to the Amended and Restated Credit
            Amendment dated as of November 2, 1995 among
            Life Re Corporation, as the Borrower, Various
            Financial Institutions, as the Lenders,
            Shawmut Bank Connecticut, N.A., Bank of
            America Illinois and The Bank of New York, as
            Co-Agents, and Bank of America National Trust
            and Savings Association, as Administrative
            Agent for the Lenders, incorporated by
            reference to Exhibit 10.08 of the Company's
            Form 10-Q for the quarterly period ended
            September 30, 1996, as filed with the
            Securities and Exchange Commission on
            November 14, 1996.

10.61       Amendment Number One to the 1992 Life Re
            Corporation Stock Option Plan, dated 
            March 7, 1995.

10.62       Amendment Number One to the Life Re
            Corporation 1993 Non-Employee Directors Stock
            Option Plan, dated January 1, 1997.

10.63       Form of Amendment Number One to Life Re
            Corporation Stock Option Plan Stock Option
            Agreement.

10.64       Amendment Number Two to the 1992 Life Re
            Corporation Stock Option Plan, dated 
            January 1, 1997.

10.65       Life Re Corporation Annual Incentive Plan,
            dated November 3, 1994.

10.66       Life Re Corporation Long-Term Incentive
            Plan, dated November 3, 1994.

21.01       Subsidiaries of the Company, incorporated by
            reference to Exhibit 21.01 of the Company's
            Form 10-K for the year ended December 31,
            1995, as filed with the Securities and
            Exchange Commission on March 28, 1996.

23.01       Consent of Ernst & Young LLP.

27.01       Financial Data Schedule.