SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D C

FORM 10-Q
QUARTERLY REPORT

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

FOR THREE MONTHS ENDED
June 30, 1996
Commission File: 0-3216

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

            KENTUCKY                         61-0574893
(State of Other Jurisdiction               (IRS Employer 
of Incorporation or Organization)          Identification Number)

200 Capital Ave. P.O. Box 717 Frankfort KY 40602
(Address of Principal Executive Offices)

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

_________________________________________________________________

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

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

Number of outstanding shares as of June 30, 1996 -  898,211


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES_X_   NO____


                          PART II  -  OTHER INFORMATION


ITEM 1.  Legal Proceedings.

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



ITEM 2.  Changes in Securities.

Not Applicable.



ITEM 3.  Defaults Upon Senior Securities.

Not Applicable.



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

(a)  The annual meeting of the stockholders was held on May 9, 1996 at 10:00
a.m.  the purpose of the meeting was to elect directors.

(b)  The purpose of the meeting was as follows:

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

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

Helen S. Wagner -- Number of votes Cast FOR - 825,865; WITHHELD - 336
Jerry F. Howell -- Number of votes Cast FOR - 825,731; WITHHELD - 470
Michael F. Dudgeon, Jr. -- Number of votes Cast FOR - 825,754; WITHHELD - 447

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

Joe R. Johnson
Dr. Jerry F. Howell, Jr.
Robert M. Hardy, Jr.
Harry Lee Waterfield II
Adron Doran
H. Glenn Doran

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


ITEM 5.  Other Information.

Not Applicable.



ITEM 6.   Exhibits and Reports on Form 8-K.


(a)  Definitive Proxy Statements and Annual Reviews were filed with the
Securities and Exchange Commission.
 
(b)  There were no reports filed on Form 8-K during the quarter ended March 31,
1996.

(c)  Exhibit 27 - Financial Data Schedule.




                                   SIGNATURES


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

                                   INVESTORS HERITAGE LIFE INSURANCE COMPANY


August 1, 1996                     /s/
DATE                               BY:  Harry Lee Waterfield II
                                   President


August 1, 1996                      /s/
DATE                               BY: Jimmy R. McIver
                                   Treasurer