SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM 10-K

            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year end                Commission File Number
 December 31, 1995                               0-671

                      MOTOR CLUB OF AMERICA                 
       (Exact name of registrant as specified in its charter)

        New Jersey                              22-0747730       
 (State of incorporation)                   (I.R.S. Employer
                                             Identification No.)

 95 Route 17 South, Paramus, New Jersey                   07653  
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code (201)291-2000

     Securities registered pursuant to Section 12(b) of the Act:
                                None

     Securities registered pursuant to Section 12(g) of the Act:
               Common Stock (par value) $.50 per share

                          (Title of Class)

Indicate by check mark whether the registrant (l) 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]

The aggregate market value of the voting Common Stock (par value
$.50 per share) held by non-affiliates on March 28, 1996 was
$7,227,682 based on the closing selling price.

2,043,754 shares of Common Stock were outstanding as of March 28,
1996.

Documents Incorporated by Reference:  Portions of the registrant's
definitive proxy statement issued in conjunction with the June 12,
1996 Annual Meeting of Shareholders (Part III).




                   PART I

Item 1. Description of Business

 (a) The Registrant and a group of affiliated corporations, of
which the Registrant is parent, are known as the
"Motor Club of America Companies" (the "Motor Club of America
Group") and provide a broad range of property and casualty
insurance and related services as well as a motor club.  The
Registrant, incorporated in New Jersey in 1933 as "Automobile
Association of New Jersey", is the successor to a New Jersey
corporation organized in 1926.  The present name was adopted in
1958.

The Registrant's wholly-owned subsidiary, Motor Club of
America Enterprises, Inc. ("Enterprises"), operates the motor club
under agency programs in 22 states.

The Registrant has two wholly-owned subsidiaries which
write property and casualty insurance, Motor Club of America
Insurance Company ("Motor Club") and Preserver Insurance Company
("Preserver").  Motor Club writes private passenger automobile
business; Preserver writes small commercial, homeowners and
ancillary coverages.  Motor Club and Preserver are collectively
referred to as the "Insurance Companies".  The Insurance Companies
are domiciled in the State of New Jersey.

On October 23, 1992, another insurance subsidiary of the
Registrant, MCA Insurance Company ("MCAIC") was declared insolvent
as a result of claims from Hurricane Andrew, which struck Florida
on August 24, 1992.  The Registrant in 1992 wrote off its
investment in MCAIC and MCAIC's subsidiaries, Property-Casualty
Company of MCA ("PCCMCA") and Fairmount Central Urban Renewal
Corporation ("Fairmount").

(b)  The Registrant does not have any reportable industry
segments for the three fiscal years reported in this Form 10-K.

(c)  See Items 1 (a) and 7.

The Registrant and its subsidiaries distribute insurance policies and
motor club contracts through independent producers.

Fire and Casualty Insurance Operations

The Insurance Companies generate premium revenue through approximately
200 independent producers.

New Jersey Private Passenger Automobile

Private passenger automobile ("PPA") direct premiums
written by Motor Club increased 16% in 1995 as compared to 1994 and
decreased 9% in 1994 as compared to 1993.  The increase in 1995 was
due to the fact that Motor Club began to write new PPA insurance
business in the first quarter of 1995 for the first time since
1990.  During 1995, Motor Club wrote $6,011,000 in new business. 
The 1994 decrease was due to attrition in the PPA book of business. 

Motor Club has received relief under certain of the exemptive
provisions of the New Jersey Fair Automobile Insurance
Reform Act of 1990 ("FAIRA").   See Item 7 - New Jersey Private
Passenger Automobile Insurance.

Small Commercial and Homeowners Insurance

Preserver writes small commercial and ancillary coverages along with
homeowners and related coverages.  Direct premiums written by
Preserver increased 24% in 1995 as compared to 1994 and 111% in 1994
as compared to 1993.

The Registrant believes Preserver offers a competitive variety of 
commercial lines products and coverages which will enable this class 
of business to grow steadily in the future.  The Registrant has 
modified the structure of its homeowners program to reflect recent experience.  
See Item 7 - Results of Operations.

Projected Expansion Plans

The Registrant anticipates continuing its expansion program in small
commercial and ancillary coverages written by Preserver in the State
of New Jersey as well as through new PPA writings by Motor Club.

Motor Club Operations

In the operation of its motor club, the Registrant competes with other 
motor clubs which are, or are affiliated with, national organizations 
of greater size and resources than the Registrant.

The Registrant's motor club business written through AVCO Financial Services,
Inc. ("AVCO") offices was discontinued as of January 1, 1995.  
During 1994 and 1993, motor club revenues generated through AVCO 
offices constituted 16% of total motor club revenues generated by the 
Registrant.

The Registrant believes the Motor Club of America Group offers as wide 
a variety of services under common ownership as any other individual
motor club or insurance company, or any other affiliated group of 
companies operating multiple line businesses of these types.

Employees

At December 31, 1995, the Motor Club of America Group had approximately 
115 employees.

Item 2. Properties

Effective January 1, 1996, the Registrant entered into a lease at 
95 Route 17 South, Paramus, New Jersey.  The Registrant's home office 
is now located at this facility.  The lease expires on December 31, 2005.  
The Registrant has an option to terminate the lease after six years, and an
option to extend the lease for an additional five years after the initial lease
term expires. 

The Registrant and its subsidiaries (including MCAIC and PCCMCA) are 
parties to an agreement with Fairmount for the lease of an office building
in Newark, New Jersey in which the Registrant and its subsidiaries 
formerly operated.  The Registrant presently has a limited operation 
at this building.  The Registrant is finalizing discussions of the 
termination of its lease with Fairmount; at this time, the Registrant
does not believe that any lease termination costs will be material.  

Item 3.  Legal Proceedings

See Note Q to the Notes to Consolidated Financial Statements of Motor Club of
America and Subsidiaries for information on the insolvency of MCAIC in
general and litigation involving the Oklahoma Receiver regarding 
ownership of Motor Club. 

See Note J to the Notes to Consolidated Financial Statements of Motor 
Club of America and Subsidiaries for information regarding legal 
proceedings in general.

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

No matter was submitted to a vote of security holders in he fourth 
quarter of the fiscal year covered by this Report.

Item Pursuant to Instruction 3 to Paragraph (b) of Item 401 of
Regulation S-K. Executive Officers of the Registrant.

At December 31, 1995, the executive officers of the Registrant and their 
offices with the Registrant and principal occupations were as follows:

                                                                Years in
                                                             Which Officer
                                                               Has Served
                                 Office and Principal             as
     Name               Age           Occupation                 Such(3)  

Archer McWhorter (1)     74     Chairman of the Board of
                                Directors of the Registrant
                                and Director of Companies
                                in the Motor Club of America                   
                                Group                          1986-1995

Stephen A. Gilbert (2)   57     President, General Counsel, 
                                Director and Chief Operating
                                Officer of the Registrant and
                                President of the Companies in
                                the Motor Club of America 
                                Group                          1975-1995

Patrick J. Haveron (2)   34     Executive Vice President, Chief
                                Financial Officer and
                                Director of the Registrant and
                                Companies in the Motor Club of 
                                America Group; Treasurer of 
                                Motor Club of America Insurance
                                Company and Preserver Insurance
                                Company                        1988-1995

Peter K. Barbano         45     Secretary; Associate General
                                Counsel                        1993-1995

Myron Rogow              52     Vice President                 1987-1995 
George B. Meyers         68     Vice President                 1971-1995 

G. Bruce Patterson       51     Vice President                 1989-1995 

Charles J. Pelosi        50     Vice President                 1983-1995 

Theodore Green           49     Vice President                 1987-1995 

Norma Rodriguez          46     Treasurer                      1984-1995 

(l) Member of Executive Committee:  For the past five years, Mr. McWhorter 
has been President of Acceptance, Inc., a finance company.  In addition 
Mr. McWhorter is one-third owner of Santa Ana Holdings, Inc., which 
owns National Car Rental and affiliated corporations, a car rental
enterprise, and Director of Baggage, Inc. (to November 1992), an airline 
service and security company.

(2) Member of Finance Committee.

(3) Includes years during any portion of which the officer served as such.
All terms of office are until the date of the 1996 Annual Meetings of 
Stockholders and Directors.

Except for Archer McWhorter, each of the officers devoted
substantially all of their business time to the affairs of the
Registrant or one or more other companies in the Motor Club of
America Group.  
                   PART II

Item 5.  Market for the Registrant's Common Equity and Related
         Stockholder Matters

The Registrant's Common Stock trades on the NASDAQ Stock Market under 
the symbol MOTR.  The following are the high and the low selling prices 
for each quarter of 1994 and 1995, as reported by the NASDAQ:

          1994
          Quarter                               High     Low
          I    ..............................   3 3/4    2 1/2
          II   ..............................   5 1/4    3    
          III  ..............................   3 3/8    2 1/2
          IV   ..............................   3 1/8    2 1/2

          1995
          Quarter                               High     Low
          I    ..............................   4 1/2    2 5/8
          II   ..............................   5 1/8    4    
          III  ..............................   7 1/2    4 3/8
          IV   ..............................   7 1/8    6 5/8

There were approximately 600 holders of record of the Common Stock of the
Registrant as of December 31, 1995.

The Registrant paid no dividends in 1994 and 1995.

Item 6.  Selected Financial Data

         See Chart on Page 10.

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Overview of Business Operations

The Registrant provides a broad range of property and casualty insurance
related services through the Insurance Companies.  The Registrant also 
operates a motor club through Enterprises.  The Insurance Companies form 
the largest segment of operations, which accounted for 96% of 1995 revenues. 
One hundred percent of the Registrant's insurance operations are in the 
State of New Jersey.  Please refer to the New Jersey Private Passenger 
Automobile Insurance section for further information on the Registrant's 
insurance operations in the State of New Jersey.

The Registrant anticipates continuing revenue growth in the State of 
New Jersey through small commercial and ancillary coverages written by 
Preserver as well as through new PPA writings by Motor Club.

The Registrant also anticipates continued reductions in its operating 
expenses, namely through the relocation of its headquarters in 1996 and 
continued implementation of operating efficiencies which will reduce 
other overhead expenditures.

Insolvency of MCA Insurance Company

On August 24, 1992, Hurricane Andrew struck the South Florida coast, 
causing losses to MCAIC which exceeded its surplus as regards policyholders.  
MCAIC was placed in liquidation on October 23, 1992 by the Oklahoma District 
Court, Oklahoma. 

On December 30, 1994, the Oklahoma District Court approved a settlement 
between the MCAIC Receiver and its subsidiaries and the Registrant and 
its subsidiaries (the "Settlement").  Under the Settlement, the 
Registrant agreed to pay MCAIC approximately $5.4 million, $2 million 
of which was paid on December 30, 1994.  The Settlement also dismissed with
prejudice the litigation previously brought (in August 1993) by the MCAIC
Receiver against the Registrant regarding the ownership of Motor
Club.  The Settlement released all parties from all potential
claims against one another, and put in place agreements regarding
the handling of consolidated taxes, common cost sharing and service
agreements. 

On February 15, 1995, pursuant to the Settlement Agreement, MCAIC was paid
in full.

The Joint Services Agreement ("JSA") entered into as part of the 
Settlement was retroactive to May 1, 1994 and provided for the rendering 
of certain services by the parties to the JSA and amounts due for these 
services, as well as the sharing of certain common expenses.  Common 
expenses emanated from the parties' co-tenancy in the office building in which
the parties' principal offices resided.  The JSA was terminated 
effective February 29, 1996.



Item 6. Selected Financial Data
                                                    Years ended December 31,
                                                                  
                                       1995       1994*       1993*      1992*      1991*
                                          (in thousands, except as to per share data)
Operating Results:

Revenues from operations             $36,703   $ 29,471    $ 31,695   $ 36,402   $ 68,073 
Realized gains (losses) on sale
 of investments                           57        (43)        288        136      3,298 
Net investment income                  2,764      2,730       2,784      2,853      5,483 
Total revenues                       $39,524   $ 32,158    $ 34,767   $ 39,391   $ 76,854 
Income (loss) before
  federal income taxes               $ 2,455   $  5,039    $  3,827  ($ 21,882)  $  1,838 
Net income (loss)                    $ 2,417   $  5,035    $  3,260  ($ 21,352)  $   (671)

Financial Condition:

Total assets                         $81,959   $ 79,172    $ 86,669   $ 90,544   $131,702 
Shareholders' equity                 $14,081   $ 10,546    $  7,168   $  7,154   $ 29,012 

Per Common Share:

Net income (loss)                    $  1.18   $   2.46    $   1.60  ($  10.45)  $  (0.33)
Cash dividends                           -          -           -     $  0.225   $   0.30 
Book Value                           $  6.89   $   5.16    $   3.51   $   3.50   $  14.20 

Weighted average number of
  shares outstanding               2,043,197  2,043,004   2,043,004  2,043,004  2,043,004 

Significant Insurance Indicators (GAAP basis unless otherwise noted):

Net premiums written                $38,073     $31,797    $28,058    $26,714    $67,466 
Loss and loss expense ratio            58.7%       54.8%      54.1%      77.3%      68.7% 
Expense ratio                          43.9%       39.3%      45.7%      45.2%      43.8% 
Combined ratio                        102.6%       94.1%      99.8%     122.5%     112.5% 
Premiums to statutory
  surplus ratio                      2.87:1      2.67:1     2.78:1     3.02:1     2.81:1 


                * Amounts reclassified to conform with 1995 presentation.


In relation to the insolvency of MCAIC, there are no additional liabilities,
contingent or otherwise, which require accrual or disclosure in the 
accompanying financial statements.

New Jersey Private Passenger Automobile Insurance

Motor Club received relief from the New Jersey Department of Insurance 
("NJDOI") from certain provisions of FAIRA.  Such relief included the 
following: (1) exemption from its obligation to pay surtaxes and assessments 
on business written until December 31, 1992.  These exemptions allowed Motor 
Club to reverse previously accrued surtaxes and assessments of $2,003,000 and 
$2,682,000, as a reduction of expense, in 1994 and 1993, respectively; (2)
exemption (until January 1995) from the take-all-comers provisions
of FAIRA, which requires the writing of new PPA insurance; (3)
payment of only $2,275,000 of the Market Transition Facility
("MTF") deficit.  Subsequent legislation retired the entire MTF
deficit, enabling Motor Club to eliminate its remaining $1,653,445
MTF liability in 1994 as a reduction of expense; and (4) non-
participation in the Personal Automobile Insurance ("Assigned
Risk") Plan.

At December 31, 1995 and 1994, Motor Club has no accrued FAIRA liabilities 
which are subject to further relief from the NJDOI.

Results of Operations

Net income decreased $2,618,000 or $1.28 per share in 1995 as compared to 
1994, after increasing $1,775,000 or $.86 per share in 1994 as compared 
to 1993.

1995 vs. 1994

Net income in 1995 included $1,039,000 or $.51 per share for reduced 
reinsurance costs relating to a decrease in the 1995 rate assessed by 
the New Jersey Unsatisfied Claim and Judgment Fund ("UCJF"), which 
pertains to New Jersey Personal Injury Protection claims in excess of 
Motor Club's statutory retention limit of $75,000.

Net income in 1994 included $2,003,000 or $.98 per share of FAIRA surtaxes
and assessments which became exempt during 1994 pursuant to NJDOI rules.  
In addition, the Registrant reversed its remaining liability for the MTF 
deficit of $1,653,000 or $.81 per share during 1994.  The Registrant 
also recognized income of $625,000 or $.30 per share in 1994 for the 
discounting of the Note due to MCAIC Receiver under the Settlement.

Exclusive of non-recurring items, income was $1,377,000 or $.67 per share
in 1995 as compared to $754,000 or $.37 per share in 1994.  This increase 
in earnings is attributable to higher revenues overall, improved expense 
and combined ratios and reduced expenses from operations, primarily salaries
and related benefits.

1994 vs. 1993

Net income in 1994 and 1993 includes the reversal of $2,003,000 or $.98 
per share and $2,682,000 or $1.31 per share of FAIRA surtaxes and 
assessments which became exempt during 1994 and 1993, respectively, 
pursuant to NJDOI rules. 

Exclusive of non-recurring items, income was $754,000 or $.37 per share 
in 1994 as compared to $857,000 or $.42 per share in 1993.  This decline 
in earnings is attributable to lower revenues overall, although loss and 
loss expense ratios improved, and expenses from operations were reduced.

Revenues

Insurance Premiums

Insurance premiums increased $7,409,000 or 27% in 1995 as compared to 1994,
primarily as a result of: (1) the termination in February 1994 of Preserver's 
80% quota share reinsurance treaty; (2) the aforementioned reduction in UCJF 
costs; and (3) increases in new business written in 1995, particularly PPA.

Insurance premiums decreased $2,183,000 or 7% in 1994 as compared to 1993, 
primarily as a result of continued attrition in the PPA book of business.

In 1995, Motor Club began to write new PPA business for the first time 
since March 1990.  New business written, net of reinsurance, was $5,644,000
during 1995, of which $2,964,000 was earned.

The 1994 non-PPA business insurance premiums include the effects of the 
80% quota share reinsurance agreement for non-automobile business into
which the Insurance Companies entered.
 
The Insurance Companies earned a 37% commission on the business
ceded to this reinsurance agreement, which was recorded as a
reduction of deferred policy acquisition costs.  The quota share
reinsurance agreement was terminated effective February 19, 1994;
the policies covered by the quota share as of the termination date
were run-off through the policies' respective expiration dates.

The following table depicts the composition of direct premiums written
for the four years through 1995:



                        Direct Written Premiums
         (Amounts in Thousands - Exclusive of Service Charges)
                                                                               
                                  1995                  1994                  1993                1992         
                            Direct   Percent      Direct   Percent      Direct    Percent   Direct    Percent   
     Program               Premium   of Total    Premium   of Total    Premium   of Total  Premium   of Total
  Private Passenger 
    Automobile               $32,100      73.1%    $27,636   74.4%      $30,473    87.2%    $26,360    81.4%
  Personal Property            5,972      13.6%      5,056   13.6%        2,285     6.5%      3,703    11.4%
  Commercial Lines             5,828      13.3%      4,431   12.0%        2,219     6.3%      2,331     7.2%
       Total                 $43,900     100.0%    $37,123  100.0%      $34,977   100.0%    $32,394   100.0%  


Net Investment Income

Net investment income increased $34,000 or 1% in 1995 as compared to 1994.  
Average invested assets were $41,806,000 in 1995 as compared to $42,272,000
in 1994.  The investment portfolio, including short-term investments, yielded
6.23% in 1995 as compared to 6.21% in 1994.  Despite the significant decline 
in interest rates in 1995, the increase in the Registrant's investment yield
in 1995 reflects investments made at higher interest rate levels in
1994.  The Registrant's investment philosophy is to hold fixed maturity 
investments until maturity.  

Net investment income decreased $54,000 or 2% in 1994 as compared to 1993.  
Average invested assets were $42,272,000 in 1994 as compared to $42,574,000
in 1993.  The investment portfolio, including short-term investments,
yielded 6.21% in 1994 as compared to 6.34% in 1993.  Although interest 
rate levels increased significantly during 1994, new investments at 
these higher interest rate levels made during 1994 had a limited impact on 
investment income for the year, and invested assets generally reflect the
lower interest rates of the last several years. 

Realized Gains on Sales of Investments

The Registrant does not actively trade its investment portfolio.  Securities
have been occasionally sold to reflect operating requirements or business 
circumstances, which have resulted in realized gains and losses.

Other Revenues

Other revenues decreased $72,000 or 37% in 1995 as compared to 1994, and 
$132,000 or 40% in 1994 as compared to 1993. 

The decreases were due to reduced mortgage loan revenue and other
miscellaneous income reductions.

Losses and Expenses

Losses and Loss Expenses Incurred

Losses and loss expenses incurred increased $5,451,000 or 36% in 1995 
as compared to 1994 and decreased $992,000 or 6% in 1994 as compared to 1993.

The combined loss and loss expense ratios were 58.7% in 1995, 54.8% in 1994
and 54.1% in 1993.

The higher loss ratio in 1995 as compared to 1994 is primarily attributable
to a higher PPA loss ratio, which increased to 57.3% in 1995 from 52.9% in
1994.  This increase was partially offset by a decrease in the corresponding 
ratio for Preserver's book of business, which decreased from 70.0% in 1994 
to 63.1% in 1995.  Despite the higher loss ratio on a comparative basis, no
significant adverse trends were experienced or identified during 1995.

The increase in PPA loss ratio in 1995 as compared to 1994 is largely due
to the new business written by Motor Club.  It will be at least twelve to 
eighteen months before this business, much of which was written in the second
half of 1995, begins to display its own loss development characteristics.
Accordingly, until such development occurs, the Registrant has conservatively
reserved the ultimate development of this new business at a loss ratio of 
75%.  This increased the overall PPA loss ratio by 2.2 points in 1995.

Therefore, excluding the loss ratio on the new PPA business, the PPA loss 
ratio was 55.1% in 1995, which compares with the loss ratios of 52.9% in 1994
and 54.1% in 1993 on the same business.  The Registrant does believe that the
1994 PPA loss ratios were historically low, and the 1995 results are a return
to a more representative experience which remains profitable.

Finally, as the Registrant continues to write more new PPA business, PPA loss
ratios should generally trend higher, although within levels that should remain
profitable. Concurrently, as was the case in 1995, the Registrant will also
continue to experience continued reductions in its expense ratio as
a result of these new PPA writings.  This should result in lower
overall combined ratios for the Registrant.

The improvement in Preserver's loss ratio in 1995 as compared to 1994 is 
primarily attributable to lower levels of large losses (greater than $35,000)
which had been experienced prior to 1995.  Both personal and commercial 
lines' loss ratios for Preserver showed improvement in 1995 as compared to 
1994.  In 1994 and 1993, the business written by Preserver performed at levels
worse than historically experienced.  The 1995 results are a return
to a more representative experience.  Frequency of losses has generally been 
at acceptable levels.

Large losses on older homes had been substantially increasing Preserver's 
homeowners' loss ratio.  In 1995 the Registrant implemented certain measures
in this book of business which should assist in improving its profitability 
prospectively. 

These measures include: (1) redefining what risks constitute "standard" risks
and "preferred" risks.  The Registrant now defines a standard risk as any home
constructed before 1960 and a preferred risk is any home constructed after 
1960.  Previously, this definition was based on the value of a home; and (2)
in November 1995, a 7.3% rate increase on standard risks (as now defined).

Other Operating Expenses and Amortization of Deferred Policy
Acquisition Costs

These expenses include in 1995 and 1994, a reserve for a reinsurance dispute
(see Note G (c) in the Notes to the Financial Statements) and expenses related
to State Mandated Assessments discussed separately below.  Excluding these 
items, expenses decreased $94,000 or 1% in 1995 as compared to 1994.  The
decrease in expenses (excluding non-recurring items discussed previously,
primarily the reversal of State mandated assessments) contributed
to the decrease in expense ratio to 43.9% for 1995 as compared to
53.9% in 1994.  The Registrant is committed to further reducing its
expense ratio by increasing revenues without increasing overhead
expenditures.

Excluding acquisition related expenses, which increased commensurately with 
the aforementioned 27% increase in insurance premiums, other operating expenses
decreased $1,136,000 or 12% in 1995 as compared to 1994.  During 1994, these 
expenditures increased $181,000 or 2% as compared to 1993.  

In February 1996, the Registrant relocated its headquarters to a smaller 
facility commensurate with the scope of its operations.  This relocation is 
expected to reduce the Registrant's expenses over $500,000 annually.

The Registrant expects to reduce its expenses and expense ratio further by
converting its information systems to a smaller, more contemporary computing 
platform which will allow for more efficient operations and by re-doubling 
the efforts made previously to reduce all unnecessary overhead expenditures.  

Prior to 1995, the Registrant's expense ratio had increased because the 
reduction of overhead expenditures had not kept pace with the reduction in 
the Registrant's insurance premiums.  With the commencement of new PPA writings
in 1995, the Registrant began to realize economies of scale which enhanced the
reduction of expenses and consequently expense ratio.

See the New Jersey Private Passenger Automobile section for an extended 
discussion of the 1994 and 1993 New Jersey expenses mandated by FAIRA.

State Mandated Assessments

The Registrant has been subjected to increasing costs in recent years from 
assessments and required participations in mandated pools, associations and
funds in the State of New Jersey.

The most substantial assessments have been the FAIRA surtaxes and
assessments and the MTF accrual.  Please refer to the section on
New Jersey Private Passenger Automobile for a detailed explanation
of these items. 

Motor Club of America Membership Program

Motor Club membership fees written through Enterprises decreased $124,000 
or 10% in 1995 as compared to 1994, and decreased $27,000 or 2% in 1994 
as compared to 1993.

The Registrant was advised in 1994 by AVCO that it would discontinue selling
the Registrant's motor club membership in its offices as of January 1, 1995.  '
Sales of the Registrant's motor club through AVCO constituted 16% of the
Registrant's total motor club membership revenues in 1994 and 1993.

Exclusive of AVCO sales, motor club membership fees generated though 
independent agents increased $91,000 or 8% in 1995 as compared to 1994.  
This is attributable primarily to incentives provided producers to write
motor club memberships with the new PPA business Motor Club is now writing.

Loss Reserve Disclosures

Reserves for unpaid losses and loss expenses at any report date reflect the
estimate of the liabilities for the ultimate net loss of reported claims and
estimated incurred but not reported claims.

The liability for unpaid losses and loss expenses are determined using 
case-basis evaluations and statistical projections and represent estimates 
of the ultimate net cost of all unpaid losses and loss expenses through
December 31 of each year.  These estimates are continually reviewed and 
refined as historical experience develops, new information becomes known and
the effects of trends in future claim severity and frequency are considered.

The liabilities are adjusted accordingly with such adjustments being 
reflected in the current year operations.  No trends that are considered 
abnormal have been identified as of the most recent evaluation date, 
December 31, 1995.

The State of New Jersey has enacted an excess profits law which provides 
that private passenger automobile insurers whose profits exceed a 
statutorily computed maximum over a period of years, will be required to 
pay such excess to its policyholders. It would appear that Motor Club does not
have any such excess profits.

The Registrant's insurance subsidiaries generally reinsure all risks in excess
of $150,000 for casualty lines and $75,000 for property lines.

The following table presents a reconciliation of beginning and ending
liability balances for 1995, 1994 and 1993 reported under generally 
accepted accounting principles ("GAAP"):



    RECONCILIATION OF LIABILITY FOR LOSSES AND LOSS EXPENSES
                                                                    

                                                          1995     1994      1993
                                                           (Thousands of Dollars)
Liability for losses and loss expenses, net of
  reinsurance recoverables at January 1                  $22,356   $25,334   $28,469 
Incurred losses and loss expenses
 Provision for current year claims                        19,625    14,367    17,603 
 Increase (decrease) in provision for prior years'
  claims                                                   1,112       919    (1,324)
 Total incurred losses and loss expense                   20,737    15,286    16,279 
Payments for losses and loss expenses
 Payments on current year claims                           8,577     5,953     7,100 
 Payments on prior years' claims                          11,107    12,311    12,314 
 Total payments for losses and loss expenses              19,684    18,264    19,414 
Liability  for losses and loss expenses, net
  of reinsurance recoverables at December 31              23,409    22,356    25,334 
Reinsurance recoverables, on unpaid losses
  and loss expenses at December 31                        16,415    19,309    20,484 
Liability for losses and loss expenses,
  gross of reinsurance recoverables,
  at December 31                                         $39,824   $41,665   $45,818 


The reconciliation shows a 1995 deficiency of $1,112,000 in the liability
recorded at December 31, 1994.  The deficiency is the result of a reduction
in the amount of anticipated salvage and subrogation recoveries for claims
incurred in 1994 and prior at December 31, 1995, as compared to
December 31, 1994.

Both the current and prior years' provisions are affected by a decrease in
the estimated amount of salvage and subrogation recoverable at December 31, 1994
as compared to December 31, 1993. 

The 1995 net effect of this adjustment was a decrease of $7,000 (an
increase in the estimated amount recoverable of $1,320,000 in the
1995 accident year and a reduction of $1,327,000 in prior accident
years).

The difference between the reserves for unpaid losses and loss expenses
reported in the Registrant's consolidated financial statements prepared in
accordance with GAAP and those reported in the annual statements filed by 
the Insurance Companies with State insurance departments in accordance with
Statutory Accounting Practices ("SAP") are reconciled as follows:

                                                     December 31,         
                                            1995         1994       1993
                                               (thousands of dollars)
Reserves for unpaid losses and
  loss expenses on a SAP basis
  (net of reinsurance recoverables
  on unpaid losses)                       $25,519      $24,473    $27,729 
Reinsurance recoverables on unpaid
  losses and loss expenses                 16,415       19,309     20,484 
Anticipated salvage and subrogation
  recoveries                               (2,110)      (2,117)    (2,395)
Reserves for unpaid losses and loss
  expenses, as reported in the
  Registrant's GAAP basis financial
  statements                              $39,824      $41,665    $45,818 


The anticipated effect of inflation is implicitly considered when estimating
liabilities for losses and loss expenses.  While anticipated price increases 
due to inflation are considered in estimating the ultimate claim costs, the 
increase in average severities of claims is caused by a number of factors 
that vary with the individual type of policy written.  These anticipated
trends are monitored based on actual development and are modified
if necessary.

The table on Page 23 presents the development of the GAAP balance sheet 
liabilities for 1992 through 1995; data is presented for those years in which
the Insurance Companies had operations.

The top line on the table shows the estimated liability for unpaid losses
and loss expenses recorded at the balance sheet date for each of the 
indicated years.  This liability represents the estimated amount of losses
and loss expenses for claims arising in that and all prior years that are unpaid
at the balance sheet date, including losses that had been incurred but not yet
reported. The upper portion of the table shows the re-estimated amount of the
previously recorded liability, based on experience as of the end of
each succeeding year.  The estimate is increased or decreased as
more information becomes known about the frequency and severity of
claims for development years.  The "cumulative redundancy
(deficiency)" represents the aggregate change in the estimates over
all prior years.  The lower section of the table shows the
cumulative amount paid with respect to the previously recorded
liability as of the end of each succeeding year.

In evaluating this information, it should be noted that each amount includes the
effects of all changes in amounts for prior periods.  For example, the amount of
deficiency relating to losses settled in 1995, but incurred in 1993, will be
included in the cumulative deficiency for the 1995 year.

This table does not present accident or policy year development data, which
readers may be more accustomed to analyzing.  Conditions and trends that have 
affected development of the liability in the past may not necessarily occur in 
the future. Accordingly, it may not be appropriate to extrapolate future
redundancies or deficiencies based on this table. 

LOSS AND LOSS EXPENSE DEVELOPMENT (In Thousands)

Year ended December 31                  1992      1993     1994     1995
Liability for unpaid                                                       
   losses and loss expenses, net      
   of reinsurance recoverables        $28,469    $25,334   $22,356  $23,409
Net Liability Re-estimated as of:
One year later                         27,145     26,253    23,468     -   
Two years later                        28,563     26,766      -        -   
Three years later                      28,454       -         -        -   

Net Cumulative Redundancy
   (Deficiency)                       $    15   ($ 1,432) ($ 1,112) $  -   
                                                                    
Cumulative Amount of Liability Paid Through:
One year later                         12,314     12,311    11,106     -  
Two years later                        20,270     18,992      -        -  
Three years later                      24,546       -         -        -  

Net liability - December 31           $28,469    $25,334  $22,356  $23,409
Reinsurance recoverables               21,698     20,484   19,309   16,415
Gross liability - December 31         $50,167    $45,818  $41,665  $39,824

Financial Condition, Liquidity and Capital Resources

The Registrant's book value increased to $6.89 per share at December 31, 1995
from $5.16 per share at December 31, 1994.  The principal sources of the 
increase are: (1) net income of $2,417,000 or $1.18 per share described
previously; and (2) an increase of $2,661,000 or $1.30 per share in the market
value of the fixed maturity investments accounted for as available-for-sale
securities under SFAS No. 115.  

These increases were partially offset by a reduction in shareholders' equity of
$1,545,000 or $.75 per share for recognition of additional minimum required 
pension liabilities for the defined benefit pension plan sponsored by the 
Registrant.  This additional minimum liability was the result of a reduction in
the discount rate used to compute pension plan liabilities to 7.25% at
December 31, 1995, from 8.25% at December 31, 1994.  Please refer to Note K in
the Notes to Financial Statements of the Registrant's Form 10-K for additional 
information regarding the Registrant's minimum pension liability.

The Registrant's book value increased to $5.16 per share at December 31, 1994
from $3.51 per share at December 31, 1993. Net income of $5,034,000 or $2.46
per share was offset by: (1) a reduction in shareholders' equity of $387,800 or 
$.19 per share for recognition of additional minimum required pension
liability; and (2) a decrease of $1,269,000 or $.62 per share in the market
value of the fixed maturity investments accounted for as available-for-
sale securities under SFAS No. 115.  The additional minimum
required liability was created by asset return shortfalls. 
 
The New Jersey Insurance Department requires that insurers maintain a premium to
surplus ("leverage") ratio of 3 to 1 or less in order to write new PPA.  
Motor Club's present applicable leverage ratio for the twelve months ended 
December 31, 1995 is 2.87 to 1.

On July 1, 1995, the Insurance Companies obtained catastrophe reinsurance
coverage in the increased amount of $24.5 million in excess of $500,000 with
only a modest increase in premium.

The Insurance Companies' need for liquidity arises primarily from the obligation
to pay claims.  The primary sources of liquidity are premiums received, 
collections from reinsurers and proceeds from investments.

Reserving assumptions (except as noted in Loss Reserve Disclosures) and payment
patterns of the Insurance Companies did not materially change from the prior 
year and there were no unusually large retained losses resulting from claim 
activity. Unpaid losses are not discounted.

Operating and Investing Activities

Net cash provided by and utilized in operating activities was $3,807,000 
in 1995 and $3,060,000 in 1994, respectively.  The increase in net cash 
provided by operating activities in 1995 is attributable to the growth in 
premium revenue combined with the reduction in overhead expenses.  
The decrease in net cash utilized by operating activities in 1994 is due to 
continued attrition in Motor Club's PPA book of business combined with payment
of Motor Club's MTF liability of $2,275,000.

Net cash utilized in and provided by investing activities was $3,255,000 in 
1995 and $3,458,000 in 1994, respectively.  The amount used in 1995 reflects
the investment of cash provided by operating activities.  The amount provided 
in 1994 reflects the sale of investments to provide cash utilized by operating
activities.

Operating cash flow at year end 1995 and 1994 was enhanced by the receipt of 
premiums for the non-PPA business retained by Preserver, as well as the increase
in new business written in 1995.

Aside from the changes in operating expenditures noted
previously, particularly the State mandated assessments and costs
related to FAIRA which may recur in the future, no unusual or
nonrecurring operating expenditures have been incurred over this
period.

Expenses incurred on a prospective basis are anticipated
to reflect management's objective of continuing to improve the
Registrant's financial condition through stringent expense control
and limiting new writings to selected lines of business. 
Additionally, the payout ratio of losses has not fluctuated
substantially over this period.  

Management has maintained, in its opinion, a conservative
investing philosophy.  At December 31, 1995 and 1994, the
Registrant's investment portfolio was comprised of the following
types of securities:
                               December 31, 1995     December 31, 1994 
                               Carrying              Carrying
                                Amount     Percent    Amount    Percent
Taxable Fixed Maturities      $44,630,457   97.9%   $37,250,613  93.1%
Short Term Investments            200,719    0.4%     1,901,649   4.7%
Mortgage Loans                    766,101    1.7%       872,937   2.2%
  Total Investment Portfolio  $45,597,277  100.0%   $40,025,199 100.0%

Tax exempt securities have not been acquired since 1987,
primarily due to the Tax Reform Act of 1986.  In addition,
management believes that the current tax position of the
Registrant, which includes substantial net operating loss
carryforwards, dictates the exclusion of tax exempt securities from
the portfolio, which historically provide substantially lower
yields on a before tax basis than taxable securities.

Taxable fixed maturities consist of direct obligations of
the United States Government, obligations of United States
Government agencies, Government National Mortgage Association
mortgage-backed securities ("GNMA's") and high quality corporate
fixed maturity issues.  The goal of the portfolio is to enhance
investment returns within the structure of limited credit risk
assumption which management has utilized, with evaluations of
portfolio duration made in relation to the current interest rate
environment.

At December 31, 1995 and 1994, the taxable fixed maturity
portfolio consisted of the following types of securities:

                                       December 31, 1995    December 31, 1994
                                        Carrying             Carrying
                                         Amount   Percent     Amount   Percent
     United States Treasuries and
       Government Agencies            $31,788,829  71.2%   $27,230,510  73.1%
     GNMA Mortgage-Backed Securities    7,798,432  17.5%     5,283,701  14.2%
     Corporate Bonds                    5,043,196  11.3%     4,736,402  12.7%
       Total                          $44,630,457 100.0%   $37,250,613 100.0%

The fixed maturity portfolio duration at December 31,1995 and 1994 is 3.32
and 3.73 years, respectively.

All corporate obligations are generally of a maturity of
five years or less, to reduce credit risk; United States Treasuries
are weighted towards five to ten year maturities, to take advantage
of the yield curve; the average life of the GNMA portfolio has been
maintained at approximately 10 years to reduce interest rate risk. 
Accelerated prepayments on GNMA's were experienced in 1993 as a
result of the sharp decline in long-term interest rates which are
a principal determinant of mortgage lending activity.  As such,
refinancing activity was at record levels, causing the increase in
prepayments; as interest rates rose in 1994, this activity
stabilized.

Please refer to Note C of the Motor Club of America and
Subsidiaries Consolidated Notes to Financial Statements for
statistics regarding portfolio maturity composition.

The Registrant has not acquired, nor are there plans to
acquire, below investment grade or "junk" bonds.  Ninety-nine
percent of the fixed maturity portfolio as of December 31, 1995 is
graded Class 1 according to the National Association of Insurance
Commissioners' valuation system.  This classification is reserved
for only the highest quality securities, generally rated A or
better by two major rating services.

Management anticipates continuing this minimum risk
approach to investing for the foreseeable future.

Management believes that the mix of investments in both
type and maturity length is appropriate in order to preserve
capital, take advantage of investment opportunities as they are
presented, and provide the Registrant and its subsidiaries with
sufficient liquidity to react to economic and business
circumstances as they evolve.

As noted previously, the investment portfolio yielded
6.23% in 1995 as compared to 6.21% in 1994.

Including realized gains and losses, the investment
portfolio yielded 6.36% in 1995 as compared to 6.11% in 1994.

Financing Activities

The Registrant paid no dividend on its common stock in
1995, 1994 and 1993. 

The Registrant has no material outstanding capital commitments which
would require additional financing.  In 1995 the Registrant repaid the 
$2,750,000 borrowed from Midlantic Bank, N.A. in conjunction with the
Settlement with the MCAIC Receiver. 

Risk-Based Capital

The National Association of Insurance Commissioners
("NAIC") has adopted Risk-Based Capital ("RBC") requirements for
property/casualty insurance companies, to evaluate the adequacy of
statutory capital and surplus in relation to investment and
insurance risks such as asset quality, credit risk, loss reserve
adequacy, and other business factors.  The RBC formula is used by
State insurance regulators as an early warning tool to identify,
for the purpose of initiating regulatory action, insurance
companies that potentially are inadequately capitalized. 
Regulatory compliance is determined by a ratio of the insurer's
regulatory total adjusted capital to its authorized control level
RBC, as defined by the NAIC.  Insurers below specific trigger
points or ratios are classified within certain levels, each of
which requires specific corrective action.  The levels and ratios
are as follows:                      Ratio of Total Adjusted Capital to
                                        Authorized Control Level RBC
             Regulatory Event             (Less Than or Equal to)      
          Company action level                      2  
          Regulatory action level                   1.5
          Authorized control level                  1  
          Mandatory control level                   0.7

The Insurance Companies ratios of Total Adjusted Capital
to Authorized Control Level RBC are in excess of three to one at
December 31, 1995, therefore requiring no action.

Recent Accounting Pronouncements

In October 1994, the Financial Accounting Standards Board
("FASB") promulgated SFAS No. 119 - Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments. 
This Statement prescribes new disclosures about derivatives and
other financial instruments.

The Registrant does not use derivatives or derivative
securities for purposes of trading or risk management in its
investment portfolio or operations.

The FASB has issued SFAS No. 123 - Accounting for Stock-
Based Compensation.  This statement becomes effective beginning
with the Registrant's first quarter of 1996 and will not have a
material effect on the Registrant's financial position or results
of operations.  Upon adoption of SFAS No. 123, the Registrant will
continue to measure compensation expense for its stock-based
employee compensation plans using the intrinsic value method
prescribed by APB Opinion No. 25, Accounting for Stock Issued to
Employees and will provide pro forma disclosures of net income and
earnings per share as if the fair value-based method prescribed by
SFAS No. 123 had been applied in measuring compensation expense.

Item 8.  Financial Statements and Supplementary Data
          See Item 14 (a).

Item 9.  Disagreements with Accountants on Accounting and 
         Financial Disclosures

         None

                            PART III

          Items 10, 11, 12 and 13 are omitted from this Report on
Form 10-K; the Registrant shall file a definitive proxy statement
pursuant to Regulation 14A not later than April 29, 1996, which is
120 days after the close of the fiscal year of the Registrant.

                             PART IV

Item 14.  Exhibits, Financial Statements Schedules
          and Reports on Form 8-K

          (a) (1)  The following financial statements are
                   included in Part II, Item 8:
                                                         Page (s)

              Report of Independent Accountants            F-1
               Consolidated Balance Sheets at December 31,
                1995 and 1994                              F-2
              Consolidated Statements of Operations for
                the years ended December 31, 1995, 1994
                and 1993                                   F-3
              Consolidated Statements of Shareholders'
                Equity for the years ended December 31,
                1995, 1994 and 1993                        F-4
              Consolidated Statements of Cash Flows
                for the years ended December 31, 1995,
                1994 and 1993                              F-5 to F-6 
               Notes to Consolidated Financial Statements  F-7 to F-29

              (2)  The following financial statement schedules
                   for the years 1995, 1994 and 1993 (pursuant
                   to Rule 5-04 of Regulation S-X) are presented
                   herewith:

              Schedule    I - Summary of Investments -
                               Other than Investments
                               in Related Parties*         F-30
              Schedule   II - Condensed Financial
                              Information of Registrant    F-31 to F-33

              Schedule   IV - Reinsurance*                 F-34

              Schedule    V - Valuation and Qualifying
                              Accounts and Reserves        F-35

              Schedule   VI - Supplemental Information
                               Concerning Property/
                               Casualty Insurance
                               Operations*                 F-36

          *Presented pursuant to Rule 7-05 of Regulation S-X.

Schedules other than those mentioned above are omitted because the
conditions requiring their filing do not exist, or because the
information is given in the financial statements filed herewith,
including the notes thereto.

          (b)  Exhibits:

Exhibit No.             Description                  Reference

 3-a        Restated and Amended Certificate    Exhibit 1(i) to Motor
            of Incorporation of Motor Club of   Club of America's
            America, dated June 12, 1972        Annual Report on Form
                                                10-K for fiscal year
                                                ended December 31, 1972

 3-l        By-Laws of Motor Club of America,   Exhibit 3-l to Motor
            effective March 15, 1989            Club of America's
                                                Annual Report on Form
                                                10-K for fiscal year
                                                ended December 31, 1988

 3-m        By-law Amendment of Motor Club      Exhibit 3-m to Motor
            of America, effective               Club of America's
            August 3, 1994                      Form 8-K dated
                                                July 21, 1994

 4-a        Specimen Certificate                Exhibit 4 to File
            representing Common Stock,          No. 2-39996 on
            $.50 par value                      Form S-1

10-o        Motor Club of America 1987 Stock    Exhibit 10-o to Motor
            Option Plan                         Club of America's
                                                Annual Report on Form
                                                10-K for fiscal year
                                                ended December 31,
                                                1987

10-p        Specimen copy of Motor Club of      Exhibit 10-p to Motor
            America 1987 Stock Option           Club of America's
            Agreement                           Annual Report on Form
                                                10-K for fiscal year
                                                ended December 31, 1987

10-q        Motor Club of America 1992          Exhibit A to Motor
            Stock Option Plan                   Club of America's
                                                Proxy Statement for
                                                fiscal year ended
                                                December 31, 1991

10-r        Specimen copy Motor Club of         Exhibit 10-r to
            America 1992 Stock Option           Motor Club of
            Plan Agreement                      America's Annual
                                                Report on Form 10-K
                                                for fiscal year
                                                ended December 31, 1992

10-s        Settlement Agreement between        Exhibit 99 to Motor
            Motor Club of America et als.       Club of America's
            and Receiver of MCA Insurance       Form 8-K dated
            Company in Liquidation et als.      December 20, 1994
            and related documents

10-t        Term Note between Motor Club        Exhibit 99-B to Motor
            of America and Midlantic Bank,      Club of America's
            N.A., and related documents         Form 8-K dated
                                                December 20, 1994

10-u        Order dated December 30, 1994       Exhibit 99-C to
            Approving Settlement between        to Motor Club of
            Motor Club of America et als and    America's Form 8-K
            Receiver of MCA Insurance           dated December 30, 1994
            Company in Liquidation et als
            and related conformed documents

10-v        Cash Collateral Agreement between   Exhibit 99-D to Motor
            between Motor Club of America       Club of America's
            and Principal Shareholders          Form 8-K dated
                                                December 30, 1994

10-w        Term Note between Motor Club        Exhibit 99-E to Motor
            of America and Midlantic Bank,      Club of America's
            N.A., and related documents         Form 8-K dated
                                                December 30, 1994
22          Subsidiaries of Motor Club of
            America                             Page 35

28          Schedule P of the 1995
            Annual Statement 
            provided to state regulatory
            authorities by Motor Club of
            America Insurance Company           Pages 36 to 95

28-a        Schedule P of the 1995
            Annual Statement 
            provided to state regulatory
            authorities by Preserver Insurance 
            Company                             Pages 96 to 155
                                                
          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.
                                         MOTOR CLUB OF AMERICA
                                              (Registrant)




Dated:  March 29, 1996             By   /s/ Stephen A. Gilbert  
                                        Stephen A. Gilbert
                                        President, General Counsel
                                        and Director




Dated:  March 29, 1996             By   /s/ Patrick J. Haveron    
                                        Patrick J. Haveron
                                        Executive Vice President, 
                                        Chief Financial Officer and
                                        Chief Accounting Officer

          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.


Dated:  March 29, 1996             By   /s/ Archer McWhorter      
                                        Archer McWhorter
                                        Chairman of the Board
                                        and Director

Dated:  March 29, 1996             By   /s/ Alvin E. Swanner      
                                        Alvin E. Swanner       
                                        Director

Dated:  March 29, 1996             By   /s/ Robert S. Fried       
                                        Robert S. Fried
                                        Director


                          MOTOR CLUB OF AMERICA

          Exhibit (22) Subsidiaries of the Registrant.

          The following are the subsidiaries of the Registrant as
of March 28, 1996:
                                                       State of
           Name                                      Organization


     Motor Club of America Enterprises, Inc.,
       doing business as Motor Club of America        Delaware

     Motor Club of America Finance Company            New Jersey

     Motor Club of America Insurance Company          New Jersey

     Preserver Insurance Company                      New Jersey
 



































                REPORT OF INDEPENDENT ACCOUNTANTS

                                     


To the Board of Directors
Motor Club of America:

          We have audited the consolidated financial statements
schedules of MOTOR CLUB OF AMERICA and SUBSIDIARIES listed in Item
14 of this Form 10-K.  These consolidated financial statements and
financial statement schedules are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these consolidated financial statements and financial statement
schedules 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 financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Motor Club of America and subsidiaries as of
December 31, 1995 and 1994, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended December 31, 1995 in conformity with generally
accepted accounting principles.  In addition, in our opinion, the
financial statement schedules referred to above, when considered in
relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required
to be included therein.

          As discussed in Note A to the financial statements,
effective January 1, 1994 the Company changed its method of
accounting for Investments in Debt Securities.  As discussed in
Note H to the financial statements, effective January 1, 1993 the
Company changed its method of accounting for Income Taxes. 

                                  COOPERS & LYBRAND L.L.P.
New York, New York
March 28, 1996


           MOTOR CLUB OF AMERICA AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS

                                   

                                                   December 31,        
                                               1995            1994      
ASSETS

Investments:
 Fixed maturity securities, available-
   for-sale, at market value (amortized
   cost $43,238,185 - 1995 and 
   $38,519,668 - 1994)                      $44,630,457     $37,250,613
 Mortgage loans on real estate - at the
   unpaid principal amount                      766,101         872,937 
 Short-term investments, at market value
   which approximates cost                      200,719       1,901,649
          Total investments                  45,597,277      40,025,199
Cash and cash equivalents                     2,630,909       4,826,610
Premiums receivable                           7,135,231       5,547,378
Reinsurance recoverable on paid
 and unpaid losses & loss expenses           17,638,854      20,766,271
Notes and accounts receivable                   209,953         284,099
Deferred policy acquisition costs             5,069,222       4,166,368
Fixed assets - at cost, less accumulated
  depreciation                                1,219,125       1,182,780
Federal income tax recoverable                   13,680          33,280
Prepaid reinsurance premiums                  1,193,098         682,065
Other assets                                  1,251,419       1,658,244
          Total assets                      $81,958,768     $79,172,294  

LIABILITIES AND SHAREHOLDERS' EQUITY

Losses and loss expenses                    $39,823,552     $41,665,101
Unearned premiums of $16,838,135
  (1995) and $13,554,754 (1994)
  and membership fees                        17,363,031      14,184,030
Commissions payable                           1,357,752       1,126,880
Note payable to Receiver of 
  MCA Insurance Company in 
  Liquidation ($3,374,850 face
  amount, less unamortized discount
  of $624,850)                                    -           2,750,000 
Accounts payable                                302,791         269,430 
Accrued expenses                              7,673,251       4,721,600 
Drafts outstanding                            1,357,315       1,159,068
Note payable to Midlantic Bank, N.A.              -           2,750,000 
          Total liabilities                  67,877,692      68,626,109
Shareholders' equity                         14,081,076      10,546,185
          Total liabilities and
          shareholders' equity              $81,958,768     $79,172,294

       The accompanying notes are an integral part of
          these consolidated financial statements.



              MOTOR CLUB OF AMERICA AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS

                                            For the years ended December 31, 
                                            1995           1994          1993 
                                                              

  REVENUES

Insurance premiums (net of premiums
 ceded totaling $5,750,247, $9,173,851
 and $8,689,107)                        $35,300,872    $27,891,943   $30,074,764 
Net investment income                     2,764,188      2,730,211     2,784,122 
Realized gains (losses) on
 sales of investments (net)                  56,823        (43,292)      287,814 
Motor Club membership fees                1,276,324      1,381,591     1,290,915 
Other revenues                              125,613        197,917       329,665 
     Total revenues                      39,523,820     32,158,370    34,767,280 

  LOSSES AND EXPENSES

Losses and loss expenses
  incurred (net of reinsurance
  recoveries totaling $1,153,901,
  $4,892,994 and $5,156,245)             20,737,548     15,286,301    16,278,497 
Amortization of deferred
  policy acquisition costs               10,611,978      9,353,336     9,250,259 
Other operating expenses                  5,438,359      6,428,328     7,766,910 
Reversal of prior years' accrual
  for New Jersey FAIR Act
  liabilities                                 -         (3,656,127)   (2,682,299)
Discount of note payable to
  Receiver of MCA Insurance
  Company in Liquidation                      -           (624,850)        -     
Motor Club benefits                         280,836        332,315       326,472 
     Total losses and expenses           37,068,721     27,119,303    30,939,839 
Income before Federal income
  taxes                                   2,455,099      5,039,067     3,827,441 
Provision for Federal
  income taxes                               38,320          4,420       567,903 
Net income                              $ 2,416,779   $  5,034,647   $ 3,259,538 

Per share data:

Net income                              $      1.18   $       2.46    $      1.60 
Weighted average number of
  common shares outstanding               2,043,197      2,043,004      2,043,004 



          The accompanying notes are an integral part of
             these consolidated financial statements.



                       MOTOR CLUB OF AMERICA AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                                                                     
 
                                                                           Unrealized           Unfunded
                                                                          Appreciation         Accumulated
                                                                         (Depreciation)         Benefit
                                    Common Stock (a)       Paid-In            of              Obligation In
                                    Shares                  Additional   Available-for-Sale      Excess of   Retained
                                    Issued      Amount     Capital           Securities        Plan Assets   Earnings     Total     


   Balance at December 31, 1992    2,043,004  $1,021,501   $1,720,945            -                 -        $ 4,411,182 $ 7,153,628 

Adjustment to recognize minimum
  required pension liability                                                                   (3,245,200)               (3,245,200)
Net income                                                                                                    3,259,538   3,259,538 
   Balance at December 31, 1993    2,043,004   1,021,501    1,720,945            -             (3,245,200)    7,670,720   7,167,966 

Unrealized depreciation on 
  available-for-sale securities                                            (1,268,628)                                   (1,268,628)
Adjustment to recognize
  minimum required pension
  liability                                                                                      (387,800)                 (387,800)
Net income                                                                                                    5,034,647   5,034,647 
   Balance at December 31, 1994    2,043,004   1,021,501    1,720,945      (1,268,628)         (3,633,000)   12,705,367  10,546,185 

Common stock issued                      750         375        1,594                                                         1,969 
Unrealized appreciation on 
  available-for-sale securities                                             2,661,043                                     2,661,043 
Adjustment to recognize
  minimum required pension
  liability                                                                                    (1,544,900)               (1,544,900)
Net income                                                                                                    2,416,779   2,416,779 
   Balance at December 31, 1995    2,043,754  $1,021,876   $1,722,539      $1,392,415         ($5,177,900)  $15,122,146 $14,081,076 


(a) Par value $.50 per share; authorized - 10,000,000 shares.



                   MOTOR CLUB OF AMERICA AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                    
                                                   For the years ended December 31,   
                                                1995             1994           1993  

  Net income                                $ 2,416,779      $ 5,034,647     $ 3,259,538  
  Adjustments to reconcile net income
    to cash provided by
    (utilized in) operating activities:
    Discount of Note due Receiver of
      MCA Insurance Company in Liquidation        -             (624,850)          -     
    Depreciation expense                        297,291          325,029         455,588 
    Amortization (accretion) of bond
      premium (discount) - net                   66,843          236,602         327,316  
    Loss (gain) on sale of investments          (56,823)          43,292        (287,814)
  Changes in:
    Premiums receivable                      (1,587,853)        (458,911)        165,601 
    Notes and accounts receivable                74,146          336,444         (39,687)
    Deferred policy acquisition costs          (902,854)      (1,373,682)        370,559 
    Federal income tax recoverable               19,600        1,405,876         646,626 
    Reinsurance recoverable on paid and
      unpaid losses                           3,127,417        1,747,075        (181,009)
    Prepaid reinsurance premiums               (511,033)       3,415,982        (283,853)
    Other assets                                406,825         (108,468)        946,460 
    Losses and loss expenses                 (1,841,549)      (4,153,102)     (4,348,772)
    Unearned premiums and membership fees     3,179,001          404,424        (497,381)
    Commissions payable                         230,872         (524,190)       (535,616)
    Accounts payable                             33,361          (17,776)        (60,434)
    Accrued expenses                          1,406,751       (7,165,753)     (3,392,835)
    Drafts outstanding                          198,247          125,286        (407,657)
    Amount due to/from MCA Insurance 
      Company in Liquidation and 
      subsidiaries                           (2,750,000)      (1,707,760)      1,759,610 
  Total cash provided by (utilized in)
    operating activities                      3,807,021       (3,059,835)     (2,103,760)


                                 (Continued)



                   MOTOR CLUB OF AMERICA AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (CONTINUED)
                                                                      
                                                    For the years ended December 31,   
                                                1995             1994             1993  

  Investing activities:

  Proceeds from:
    Maturities of fixed maturities            4,128,756        6,708,618       4,027,911 
    Sales of fixed maturities                 4,417,499        7,749,369       3,639,859 
    Payments received on mortgage
      loan principal                            106,835          308,584         648,809 
    Sale or maturities of short-
      term investments                        1,916,411        5,093,063           -     
    Sale of fixed assets                          -                1,751           -     

  Purchase of:
    Fixed maturities                        (13,289,423)     (12,671,277)     (7,290,822)
    Short-term investments                     (201,134)     ( 3,483,016)     (3,487,764)
    Fixed assets                               (333,635)        (248,770)       (143,526)
  Total cash provided by
    (utilized in)
   investing activities                      (3,254,691)       3,458,322      (2,605,533)

  Financing activities:
   Common stock issued                           1,969            -                -     
   (Repayment) Borrowing from
    Midlantic Bank, N.A.                     (2,750,000)       2,750,000           -     
  Total cash provided by (utilized
    in) financing activities                 (2,748,031)       2,750,000           -     
  Net increase (decrease) in cash            (2,195,701)       3,148,487      (4,709,293)
  Cash and cash equivalents
    at beginning of year                      4,826,610        1,678,123       6,387,416 
  Cash and cash equivalents
    at end of year                          $ 2,630,909     $  4,826,610    $  1,678,123 


Supplemental Disclosures of Cash Flow Information

     (1)  Total interest paid was $33,934 (1995), $53 (1994) and $299
          (1993).
     (2)  Total Federal income taxes paid was $52,000 (1995), $54,227
          (1994) and $25,613 (1993).

               The accompanying notes are an integral part of
                  these consolidated financial statements.

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies:

     (a) Basis of Presentation and Principles of Consolidation:

          The consolidated financial statements of Motor Club of
          America (the "Company") include its accounts and those of
          its wholly-owned subsidiary companies.  The financial
          statements have been prepared on the basis of generally
          accepted accounting principles ("GAAP").  The preparation
          of financial statements in conformity with these
          practices requires management to make estimates and
          assumptions that affect the reported amounts of assets
          and liabilities and disclosure of contingent assets and
          liabilities at the date of the financial statements and
          the reported amounts of revenues and expenses during the
          period.  Actual results could differ from those
          estimates.

          The Company's insurance subsidiaries, Motor Club of
          America Insurance Company ("Motor Club") and Preserver
          Insurance Company ("Preserver") are collectively referred
          to as the "Insurance Companies".  All material
          intercompany items and transactions have been eliminated
          in consolidation.

          Certain reclassifications have been made to prior year
          financial information to conform to the 1995
          classification.

     (b)  Nature of Operations:

          The Company is a New Jersey corporation which owns the
          Insurance Companies and other financial service related
          businesses, including a motor club.  The Insurance
          Companies engage in property and casualty insurance
          produced by independent agents; one hundred percent of
          the Insurance Companies' operations are conducted in the
          State of New Jersey.  The Company generates 96% of its
          revenues from insurance premiums.  There is one agent who
          individually produces more than ten percent of the
          Company's insurance premiums.





                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies (Continued):

     (c) Insurance Premiums:

          Insurance premiums are credited to income by the
          straight-line method over the terms of the contracts. 
          Contracts for private passenger automobile insurance are
          for terms of six months. Insurance contracts for policies
          other than private passenger automobile are for terms of
          twelve months.

     (d) Motor Club Operations:

          Motor Club membership fees are credited to income by the
          straight-line method over the terms of the contracts. 
          Commission expense is deferred and amortized in the same
          manner as the related unearned membership fees.  Other
          related costs are charged to expense as incurred.

     (e) Investments:

          The Company adopted SFAS No. 115 ("Accounting for Certain
          Investments in Debt and Equity Securities") as of January
          1, 1994 by classifying all of its fixed maturity
          investments as available-for-sale.

          Debt and equity securities classified as available-for-
          sale securities are reported at fair value, with
          unrealized gains and losses excluded from earnings and
          reported as a separate component of shareholders' equity,
          net of applicable deferred taxes.
  
          The Company recognizes income for the mortgage-backed
          bond portion of its fixed maturity securities portfolio
          using the constant effective yield method.  Premium and
          discount amounts are amortized based on the stated
          contractual life of the securities.

          When actual prepayments differ from this assumption, the
          effective yield is recalculated to reflect actual
          payments to date.  The net investment in the security is
          adjusted to the amount that would have existed had the
          new effective yield been applied since the acquisition of
          the security.  That adjustment is included in net
          investment income.




                           (Continued)
             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies (Continued):

          Gains and losses on investments are recognized when
          investments are sold or redeemed on a specific
          certificate basis.  

     (f) Other Revenues:

          Other revenues consist principally of interest on
          mortgage loans.

     (g) Losses and Loss Expenses:

          The estimated liability for losses are based on (i) the
          accumulation of cost estimates for unpaid losses reported
          prior to the close of the accounting period; and (ii)
          estimates of incurred but unreported losses based upon
          past experience; less (iii) estimates of anticipated
          salvage and subrogation recoveries. In the normal course
          of business, the Company seeks to reduce the loss that
          may arise from catastrophes or other events that cause
          unfavorable underwriting results by reinsuring certain
          levels of risk in various areas of exposure with other
          insurance enterprises or reinsurers.

          Changes to the estimated liabilities are reflected in the
          results of operations currently.

          Amounts recoverable from reinsurers are estimated in a
          manner consistent with the claim liability associated
          with the reinsured policy.  The liability for loss
          expenses is based on estimates of expenses to be 
          incurred in the settlement of claims.

     (h) Deferred Policy Acquisition Costs:

          Deferred policy acquisition costs are costs that vary
          with and are directly related to the production of new 
          and renewal business.  Such costs include commissions,
          premium taxes, certain State mandated assessments and
          certain underwriting and policy issuance costs which are
          deferred when incurred (subject to a maximum) and  
          amortized to income as the related written premiums are
          earned.  Investment income is anticipated in determining 
          whether a premium deficiency relating to these costs
          exists.



                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies (Continued):

     (i) Fixed Assets:

          Depreciation on leasehold improvements is computed by the
          straight-line method over the remaining lease term.  
          Depreciation on furniture and fixtures, data processing
          and other equipment, is computed by the straight-line
          method over the estimated useful lives, ranging from
          three to twenty years.

          Expenditures for major renewals and betterments are
          capitalized, and expenditures for maintenance and repairs
          are charged to income as incurred.  When property units
          are retired, or otherwise disposed of, the cost thereof
          and related accumulated depreciation are eliminated from
          the accounts.  Any gain or loss on disposal is credited
          or charged to operations.

     (j) Federal Income Taxes:

          Deferred Federal income taxes are provided for temporary
          differences between the financial statement and tax basis
          of assets and liabilities using enacted tax rates in
          effect in the years in which the differences are expected
          to reverse.

     (k) Statement of Cash Flows:

          For purposes of the statement of cash flows, the Company
          considers demand deposits held with financial
          institutions and money market mutual fund holdings to be
          cash equivalents.

     (l) Per Share Data:

          Earnings per share are computed based upon the weighted
          average number of common shares outstanding during each
          year.

Note B - New Jersey Private Passenger Automobile ("PPA") Business:

          Motor Club received relief from the New Jersey Department
          of Insurance ("NJDOI") from certain provisions of the New
          Jersey Fair Automobile Insurance Reform Act of 1990
          ("FAIRA").  Such relief included the following: (1)
          exemption from its obligation to pay surtaxes and 


                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B - New Jersey Private Passenger Automobile Business
          (Continued):

          assessments on business written until December 31, 1992. 
          These exemptions allowed Motor Club to reverse previously
          accrued surtaxes and assessments of $2,003,000 and
          $2,682,000, as a reduction of expense, in 1994 and 1993,
          respectively; (2) exemption (until January 1995) from the
          take-all-comers provisions of FAIRA, which requires the
          writing of new PPA insurance; (3) payment of only
          $2,275,000 of the Market Transition Facility ("MTF")
          deficit.  Subsequent legislation retired the entire MTF 
          deficit, enabling Motor Club to eliminate its remaining
          $1,653,445 MTF liability in 1994 as a reduction of
          expense; and (4) non-participation in the Personal
          Automobile Insurance ("Assigned Risk") Plan.

          At December 31, 1995 and 1994, Motor Club had no accrued
          FAIRA liabilities which were subject to further relief
          from the NJDOI.

Note C - Investments:

     (a)  The amortized cost and estimated market value of
          investments in fixed maturity securities at December 31,
          1995 were as follows:

                               Gross        Gross
                  Amortized  Unrealized   Unrealized     Market
                     Cost      Gains        Losses        Value   
U.S. Government
 securities     $30,583,393  $1,221,968   ($16,532)    $31,788,829
GNMA Mortgage-
 backed
 securities       7,684,299     150,474   ( 36,341)      7,798,432
Corporate
 securities       4,970,493      82,902   ( 10,199)      5,043,196
 Total          $43,238,185  $1,455,344   ($63,072)    $44,630,457

          The amortized cost and estimated market value of
          investments in fixed maturities at December 31, 1994 were
          as follows:

                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note C - Investments (Continued):

                               Gross        Gross
                  Amortized  Unrealized   Unrealized     Market
                     Cost      Gains        Losses        Value   
U.S. Government
 securities     $27,955,315   $ 15,125   ($  739,930)  $27,230,510
GNMA Mortgage-
 backed
 securities       5,574,339     11,476      (302,114)    5,283,701
Corporate
 securities       4,990,014      2,002      (255,614)    4,736,402
 Total          $38,519,668   $ 28,603   ($1,297,658)  $37,250,613

          The amortized cost and market value of investments in   
          fixed maturities at December 31, 1995, by contractual   
          maturity, are as follows:

                                  Amortized        Market
                                     Cost          Value    

Due in one year or less          $ 5,397,499    $ 5,439,988
Due after one year through
  five years                      21,019,504     21,630,424
Due after five years through
  ten years                        8,856,955      9,466,029
Due after ten years                7,964,227      8,094,016
                                 $43,238,185    $44,630,457

          The above maturity tables includes $7,798,432 (at market
          value) of Government National Mortgage Association
          mortgage-backed securities, which are classified as due
          after ten years based on the contractual life of the
          securities.

          Expected maturities may differ from contractual
          maturities because borrowers may have the right to call
          or prepay obligations with or without call or prepayment
          penalties.  Gross gains of $53,851, $44,783 and $286,744,
          were realized in 1995, 1994 and 1993, respectively, on
          those sales and calls.  Gross losses of $88,064 were
          realized in 1994 on those sales and calls.

                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note C - Investments (Continued):

     (b)  Investment income (including net realized gains and
          losses) by category of investments consists of the
          following:

       Category               1995        1994         1993       
                                       
    Fixed maturities      $2,837,597   $2,741,045   $3,179,532
    Other, principally
     short-term
     investments             168,335      126,268       90,418
      Total investment
        income             3,005,932    2,867,313    3,269,950
    Investment
     expenses                184,921      180,394      198,014
      Net investment
        income            $2,821,011   $2,686,919   $3,071,936

     (c)  At December 31, 1995 and 1994, fixed maturity investments
          deposited with various state insurance departments (at
          market value) amounted to $439,821 and $632,083,
          respectively.

     (d)  There were no investments in any persons and its
          affiliates in excess of ten percent of shareholders'
          equity.

     (e)  The change in net unrealized gains (losses) on
          investments are as follows:

                                   Years Ended December 31,    
                                1995        1994         1993
         Fixed
          maturities         $2,661,043  ($3,416,148)   $656,640

     (f)  In the opinion of management there has been no permanent
          impairment in the carrying amount of investments.

                           (Continued)


             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note D - Unpaid Losses and Loss Expenses:

     (a)  The following table provides a reconciliation of the
          beginning and ending balances for unpaid losses and loss
          expenses for 1995, 1994 and 1993: 

                                  1995         1994         1993 
Balance at January 1          $41,665,101  $45,818,203  $50,166,975 
Less: Reinsurance recover-
 ables                         19,311,132   20,485,582   21,698,575 
Net balance at January 1       22,353,969   25,332,621   28,468,400 
Incurred losses and loss
 expenses:
 Provision for current
  year claims                  19,625,070   14,367,183   17,603,144 
 Increase (decrease) in
  provision for prior
  years' claims                 1,112,478      919,118   (1,324,647)
Total incurred losses and
  loss expenses                20,737,548   15,286,301   16,278,497 
Payment for losses and
 loss expenses:
 Payment on current
  year claims                   8,577,000    5,953,183    7,099,254 
 Payment on prior
    years' claims              11,105,578   12,311,770   12,315,022 
Total payments for losses
  and loss expenses            19,682,578   18,264,953   19,414,276 
Net balance at December 31     23,408,939   22,353,969   25,332,621 
Plus: Reinsurance recover-
 ables                         16,414,613   19,311,132   20,485,582 
Balance at December 31        $39,823,552  $41,665,101  $45,818,203 


          The reconciliation shows a deficiency of $1,112,478 in
          the liability recorded at December 31, 1995.  This
          deficiency is the result of a reduction in the amount of
          anticipated salvage and subrogation recoveries for claims
          incurred in 1994 and prior at December 31, 1995 as
          compared to December 31, 1994.

     (b)  Losses incurred are reduced by salvage and subrogation
          approximating $1,661,000, $1,495,000 and $2,406,000 for
          the years ended December 31, 1995, 1994 and 1993,
          respectively.

                           (Continued)


             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E - Mortgage Loans:

          These loans consist principally of first lien home 
          mortgages.  The interest rate on outstanding loans 
          ranges from 7.75% to 11.00%.

          At December 31, 1995 and 1994, mortgage loans receivable
          from directors, officers and employees amounted to
          $462,068 and $535,734, respectively, all of which are
          collateralized by real property.

Note F - Fixed Assets:

          Fixed assets consist of the following:

                                             1995          1994
          
          Leasehold improvements         $  446,744    $  446,744
          Office furniture, fixtures
           and data processing equipment  2,375,989     2,181,836
                                          2,822,733     2,628,580
          Less accumulated depre-
           ciation                        1,603,608     1,445,800
                                         $1,219,125    $1,182,780

Note G - Reinsurance:

     (a)  Unearned premiums and unpaid loss and loss expenses are
          stated gross of the effects of reinsurance.

     (b)  Reinsurance contracts do not relieve the Insurance
          Companies from their obligations to policyholders. 
          Failure of reinsurers to honor their obligations could
          result in losses to the Insurance Companies.  Generally,
          all risks in excess of $150,000 for liability lines and
          $75,000 for property lines are reinsured.

          The Insurance Companies also maintained an 80% quota
          share reinsurance agreement for their non-automobile
          business.  The quota share reinsurance agreement was
          terminated as of February 19, 1994, and covers policies
          inforce as of the termination date through the policies'
          respective expiration dates.  The Insurance Companies
          earned a 37% commission on the business ceded, which is
          recorded as a reduction of deferred policy acquisition
          costs. 

                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note G - Reinsurance (Continued):

          The Insurance Companies evaluate the financial condition
          of their reinsurers and monitor concentrations of credit
          risk arising from activities or economic characteristics
          of the reinsurers to minimize their exposure to
          significant losses from reinsurer insolvencies.  

          As referred to in Note A, one hundred percent of the
          Company's insurance operations are located in the State
          of New Jersey, the laws of which require participation in
          certain reinsurance funds.  

          Reinsurance recoverable on paid and unpaid loss and loss
          expenses are principally attributable to the amounts of
          reinsurance recoverable from the Unsatisfied Claim and
          Judgment Fund ("UCJF") of the State of New Jersey, which
          pertains to New Jersey Personal Injury Protection claims
          in excess of Motor Club's statutory retention limit of
          $75,000.  Reinsurance recoverable from the UCJF was
          $11,717,543 and $13,656,209 as of December 31, 1995 and
          1994, respectively.

          Motor Club is required to participate in the New Jersey
          Automobile Insurance Risk Exchange ("NJ AIRE").  NJ AIRE
          is designed to balance differences between company bodily
          injury loss payments as compared to industry loss
          payments under New Jersey's dual tort threshold system. 
          
          Assessments paid to NJ AIRE based on subject bodily
          injury exposure are accounted for as ceded premiums
          written and totaled $1,541,875, $1,578,064 and $673,649
          in 1995, 1994 and 1993, respectively.  Reimbursements
          from NJ AIRE based on subject claim payment experience
          are accounted for as ceded losses incurred and totaled
          $800,872, $1,057,817 and $1,090,801 in 1995, 1994 and
          1993, respectively.

          Prepaid reinsurance premiums of $1,193,098 and $682,065
          as of December 31, 1995 and 1994, respectively, are
          attributable to, in 1995 and 1994, the Insurance
          Companies' excess of loss reinsurance treaties, and in
          1994, the quota share agreement referred to above, which
          is with one reinsurer.


                              (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note G - Reinsurance (Continued):

          The effect of reinsurance on premiums written and earned
          is as follows:
                                                                          
                                 1995                        1994                         1993 
                         Written      Earned        Written       Earned        Written       Earned

          Direct      $44,334,501   $41,051,119   $37,555,248   $37,065,794   $34,977,781   $38,763,871 
          Ceded        (6,261,282)   (5,750,247)   (5,757,866)   (9,173,851)   (6,919,164)   (8,689,107)
          Net         $38,073,219   $35,300,872   $31,797,382   $27,891,943   $28,058,617   $30,074,764 


     (c)  During 1993, Motor Club was notified by one of its
          reinsurers of a dispute.  The reinsurer has not denied
          the validity of coverage; rather, the reinsurer has
          indicated that it believes that a right of set-off exists
          for the reinsurance which Motor Club has ceded to the
          reinsurer for accident years 1973 to 1975 against
          reinsurance which MCAIC had assumed from the reinsurer
          between 1968 and 1976.  Motor Club assumed the ceded
          reinsurance from MCAIC in 1991.  The reinsurer has
          indicated that payments to Motor Club will be held in
          abeyance pending resolution of the dispute.  Motor Club
          has recorded a liability of $1,695,774 and $1,456,416 at
          December 31, 1995 and 1994, respectively, in the event
          the right to set-off does exist. The Statement of
          Operations includes in other operating expenses $239,357, 
          $100,084 and $1,356,332 for this matter in 1995, 1994 and
          1993, respectively.

Note H - Taxes:

     (a)  The Company and its subsidiaries (including MCA Insurance
          Company in Liquidation ("MCAIC") and its subsidiaries -
          see Note Q) file a consolidated Federal income tax
          return.  During 1993, the Company adopted SFAS No. 109
          ("Accounting for Income Taxes").  Adoption of this
          Statement had no effect on the Company's financial
          condition or results of operations.  The provision for
          Federal income taxes consists of the following:

                                             1995      1994     1993   
              Current                       $38,320   $4,420  $567,903
              Deferred                        -         -         -   
              Provision                     $38,320   $4,420  $567,903

          There were no adjustments to deferred tax assets and
          liabilities for enacted changes in tax laws and rates.

     (b)  The tax effects of temporary differences that give rise
          to significant portions of the deferred tax assets and
          liabilities were as follows:

                              (Continued)

                MOTOR CLUB OF AMERICA AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note H - Taxes (Continued):
                                                         December 31, 
                                                     1995          1994   
          Deferred tax assets:
            Unpaid losses and loss expenses       $1,006,482    $  894,176 
            Unearned premium                       1,063,862       875,343 
            Net operating loss carryforward        3,645,058     3,409,577 
            Pension liability                          -           840,444
            Unrealized loss on debt securities         -           431,334
            Other deferred tax assets                189,068        81,365
            Alternative minimum tax and
             general business credit carry-
             forwards                                 64,270        25,950 
          Total deferred tax assets                5,968,740     6,558,189

          Deferred tax liabilities:
            Deferred acquisition costs            (1,723,535)   (1,416,565)
            Unrealized gain on debt securities      (473,421)        -     
            Prepaid pension cost                    (665,338)        -     
            Other deferred tax liabilities          (132,038)      (70,650)
          Total deferred tax liabilities          (2,994,332)   (1,487,215)
          Less: valuation allowance for
            deferred tax assets                   (2,974,408)   (5,070,974)
          Net deferred tax asset                  $   -         $   -      

          The net operating loss carryforward of $10,720,758
          expires beginning in 2007.

     (c)  The provision for Federal income taxes resulted in
          effective tax rates lower than the statutory Federal
          income tax rates, as follows:
                                           1995            1994         1993
        Tax provision 
         computed at statutory
         federal income tax rates       $  834,734    $1,713,283    $1,301,330 
        Change in valuation allowance   (1,191,781)   (1,713,283)        -     
        Impact of alternative
         minimum tax ("AMT")
         calculation                        38,320       -           (150,918)
        Conversion of net loss carry-
         back to credit carry-
         forward                             -           -            541,686 
        Effect of net operating
         loss carryforward                   -           -         (1,128,851)
        Other-net                          357,047        4,420         4,656 
        Provision                       $   38,320   $    4,420    $  567,903 



                           (Continued)


             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note H - Taxes (Continued):

     (d)  The consolidated statements of operations for the years
          ended December 31, 1995, 1994 and 1993 include state
          taxes based on insurance premiums of $116,410, $98,625
          and $92,933 and state income tax (benefit) of ($19,928),
          $9,255 and $53,248, respectively.

Note I - Shareholders' Equity:

     (a)  The Insurance Companies are domiciled in the State of New
          Jersey and therefore prepare their statutory financial
          statements in accordance with accounting practices
          prescribed or permitted by the NJDOI.

          Prescribed statutory accounting practices include a
          variety of publications of the National Association of
          Insurance Commissioners, as well as state laws,
          regulations and general administrative rules.  Permitted
          statutory accounting practices encompass all accounting
          practices not so prescribed.

          The maximum amount of dividends which the Insurance
          Companies can pay to shareholders without approval of the
          Insurance Commissioner is subject to restrictions
          relating to statutory surplus as regards policyholders
          and net income, as defined.

     (b)  The consolidated financial statements of the Company's
          insurance subsidiaries have been prepared in accordance
          with generally accepted accounting principles ("GAAP"),
          which differ in certain respects from accounting
          practices prescribed or permitted by insurance regulatory
          authorities (statutory basis).

          The principal differences relate to (1) acquisition costs
          incurred in connection with acquiring new business which
          are charged to expense under statutory practices but
          under GAAP are deferred and amortized as the related
          premiums are earned; (2) anticipated salvage and
          subrogation recoveries which have not been credited to
          losses incurred for statutory purposes and (3) in 1993,
          certain State mandated assessments which are not required
          to be accrued for statutory accounting purposes.





                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note I - Shareholders' Equity (Continued):

          The consolidated capital and surplus, shareholders'
          equity and income (loss) of Motor Club and Preserver on
          a statutory and GAAP basis were as follows:

                                           December 31,       
                                         1995         1994
             Capital and surplus -
              Statutory basis         $13,877,312  $11,579,503 
             Shareholders' equity -
              GAAP basis              $23,323,722  $16,981,627

                                   Years ended December 31,   
                                 1995        1994         1993    
         Net income (loss):
         Statutory basis     $1,811,612 ($  905,394)  $1,440,125
         GAAP basis          $2,808,466  $5,076,289   $3,650,377

          Distribution by the Insurance Companies of the excess of
          GAAP shareholders' equity over statutory capital and
          surplus to the Company is prohibited by law.

Note J - Contingencies:

          The Company and its subsidiaries are parties to various
          legal actions and administrative proceedings and subject
          to various claims arising in the ordinary course of
          business.  The Company believes that the disposition of
          these matters will not have a material adverse effect on
          the financial position or the results or operations of
          the Company.

Note K - Pensions:

     (a)  The Company has a non-contributory defined benefit plan
          (the "Plan").  Eligible salaried and hourly employees of
          the Company participate in the Plan after twelve months
          of continuous employment with the Company when age 21 has
          been attained.  Retirement benefits are based on each
          participant's average compensation and years of service. 
          Vesting of benefits  begins after five years of service
          commencing from the minimum age of 21 or date of hire, if
          later.


                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note K - Pensions (Continued):

          The Company's contributions are designed to fund the
          Plan's normal costs on a current basis and to  fund the
          unfunded prior service costs, including accrued benefits
          arising from qualifying employee service occurring prior
          to the establishment of the Plan, over 40 years.

          On January 15, 1992, the Company suspended the accrual of
          benefits arising from participant service.  The Company
          continues to fund the Plan for benefits earned through
          January 31, 1992. 

          The Plan maintains a significant amount of assets in
          group annuity contracts with Mutual Benefit Life
          Insurance Company ("Mutual"), which was placed in
          rehabilitation by the NJDOI on July 16, 1991.  The Plan
          has not received payment on the group annuity contracts
          that matured on July 15, 1991 and thereafter.

          On November 10, 1993, a Plan of Rehabilitation for Mutual
          was confirmed by the Superior Court of New Jersey.  As a
          result, certain changes are implemented to the Plan's
          contracts ("the restructured contract"), which is now
          transferred to the MBL Life Assurance Corporation
          ("MBLLAC"), the successor corporation of Mutual, where
          the restructured contract continues.
                                
          Under the Plan of Rehabilitation, payment of all
          maturities and interest will be held subject to payout
          which will not begin for at least seven years.

          In October 1994, MBLLAC approved and subsequently paid a
          "hardship withdrawal" of $2,666,204 (net of an
          administrative charge of $470,507) to the Plan. 

          The Plan also received $167,368, $61,449 and $52,612 in
          distributions from MBLLAC and Mutual in 1995, 1994 and
          1993, respectively, under provisions of the Plan of
          Rehabilitation.



                          (Continued) 


             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note K - Pensions (Continued):

     (b)  Pension expense for 1995, 1994 and 1993 included the
          following components:
                                             1995      1994         1993   

      Interest cost on projected
        benefit obligation                $862,600   $818,400   $  838,700 
      Actual return on assets             (809,900)  (371,600)    (859,100)
      Net amortization and deferral        214,400   (295,800)      15,400 
      Net periodic pension cost                       
        (income)                          $267,100   $151,000  ($    5,000)

          Net amortization and deferral consists of amortization of
          net assets at transition, amortization of unrecognized
          prior service cost and deferral of subsequent net gains
          and losses.  The assumptions used included a discount
          rate of 8.25% (1995), 7.5% (1994) and 9.5% (1993) and an
          expected long-term rate of return on assets of 10.0%.

     (c)  The following table sets forth the funded status of the
          Plan and amounts recognized in the Company's balance
          sheet at December 31, 1995 and 1994.  The discount rate
          assumed as of December 31, 1995 and 1994 is 7.25% and
          8.25%, respectively.

                                                          1995         1994
              Actuarial present value of
               benefit obligations:
              Vested benefit obligation               $11,856,000   $10,595,600 
              Accumulated benefit obli-
               gation                                 $11,856,000   $10,597,200 
              Projected benefit obli-
               gation                                 $11,856,000   $10,597,200 
              Plan assets at fair value,
               including guaranteed insurance
               contracts with MBL Life Assurance
               Corporation, in rehabil-
               itation, $3,080,000 (1995) and
               $5,710,000 (1994)                        8,462,000  (  8,125,300)
              Projected benefit obligation
               in excess of plan assets                 3,394,000     2,471,900 
              Unrecognized net loss                    (5,177,900)   (3,633,000)
              Adjustment required to recognize
               minimum liability                        5,177,900     3,633,000 
              Pension liability recognized
               in the statement   
               of financial position                  $ 3,394,900   $ 2,471,900 

          The adjustment required to recognize the minimum
          liability is reflected as a reduction of shareholders'
          equity as of December 31, 1995 and 1994, respectively.

                          (Continued) 


             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note K - Pensions (Continued):

     (d)  The Company maintains a defined contribution plan for
          substantially all employees (including those of MCAIC).
          Employer contributions of a discretionary amount are made
          by the Company and its subsidiaries.  MCAIC and its
          subsidiaries provide similar employer contributions. 
          Employer contributions in the amount of $134,987,
          $110,458 and $128,230 were made by the Company in 1995,
          1994 and 1993, respectively, for its employees and 
          charged to expense.

Note L - Post-retirement Benefits:

          The Company currently provides certain life and health
          benefits to retired employees with twenty-five or more
          years of service, subject to certain eligibility
          restrictions.  These benefits consist of the payment of
          medical, life and dental premiums for the retired
          employees.  The Company's funding policy is to pay for
          the premiums currently; any future increases in the cost
          of these benefits will be borne by the retirees and not
          the Company.   The following table sets forth the funded
          status and amounts recognized in the Company's balance
          sheet: 
                                                      December 31,
                                                    1995      1994  
              Accumulated postretirement
               benefit obligation:
              Retirees                            $362,000   $345,000 
              Fully eligible active
               plan participants                   194,000    138,000 
              Other active plan
               participants                         56,000     53,000 
                 Total                             612,000    536,000 
              Plan assets at fair value              -          -     
              Accumulated postretirement
               benefit obligation in excess
               of plan assets                      612,000    536,000 
              Unrecognized net (gain)
               from past experience different
               from that assumed and from 
               changes in assumptions             (219,000)   (94,000)
              Unrecognized transition obli-
               gation                             (473,000)  (501,000)
              Prepaid postretirement benefit
               cost recognized in the state-
               ment of financial position        ($ 80,000) ($ 59,000)

                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note L - Post-retirement Benefits (Continued):

          Net periodic postretirement benefit cost for 1995 and
          1994, respectively, included the following components:

                                                     1995     1994 

              Service cost of benefits attributed
               to service during the period        $ 2,000  $11,000
              Interest cost on accumulated post-
               retirement benefit obligation        45,000   37,000
              Net amortization and deferral         37,000   28,000
              Net periodic postretirement
               benefit cost                        $84,000  $76,000

          It is the policy of the Company that any future increase
          in life and health care benefits will be borne by the
          retirees and not the Company; as a result, there will be
          no increase in either the Accumulated Postretirement
          Benefit Obligation or the service and interest cost
          components of net periodic postretirement benefit cost
          related to a 1% increase in the health care trend rate.

          The weighted average discount rate used in determining
          the Accumulated Postretirement Benefit Obligation was
          7.25% in 1995 and 8.25% in 1994.

Note M - Selected Quarterly Financial Data (Unaudited):

     (a)  Year ended December 31, 1995:

                       1st            2nd          3rd           4th
                     Quarter*       Quarter*     Quarter*      Quarter

       Revenues    $9,497,890     $9,517,606   $10,185,612  $10,322,712

       Losses and
         expenses  $9,047,624     $8,867,995   $ 9,525,441  $ 9,627,661

       Net income  $  439,266     $  638,611   $   646,171  $   692,731

       Net income
         per common
         share     $      .22     $      .31   $       .31  $       .34


                                (Continued)

                  MOTOR CLUB OF AMERICA AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note M - Selected Quarterly Financial Data (Unaudited):

          (b)  Year ended December 31, 1994:

                       1st            2nd          3rd           4th
                     Quarter        Quarter      Quarter       Quarter 

       Revenues    $8,046,614     $7,967,613   $ 7,538,608  $ 8,605,535 

       Losses and
         expenses  $6,913,552     $6,932,261   $ 5,495,523  $ 7,777,967 

       Net income  $1,123,875     $1,044,539   $ 2,038,665  $   827,568 

       Net income
         per common
         share     $      .55     $      .51   $      1.00  $       .40 


          * Amounts reclassified to conform with year-end 1995 presentation.

Note N - Stock Option Plans:

          The Motor Club of America 1987 and 1992 Stock Option
          Plans ("the 1987 Option Plan" and "the 1992 Option Plan",
          respectively) provide for the issuance of options to
          purchase 100,000 common shares, respectively, by key
          executives at the  market price at date of grant.  

          Options under the 1987 Option Plan are exercisable for a
          four year period commencing one year from the date of
          grant.  As of December 31, 1995, 61,000 shares under the
          1987 Option Plan are available for grant; 38,250 shares
          were exercisable as of that date.  

          Options under the 1992 Option Plan are exercisable for a
          five year period in twenty-five percent increments each
          year, commencing one year from the date of grant.  As of
          December 31, 1995, 49,000 shares under the 1992 Option
          Plan are available for grant; 38,250 shares were
          exercisable as of that date.





                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note N - Stock Option Plans (Continued):

          Transactions during 1993, 1994 and 1995 relating to the
          1987 Option Plan are as follows:

                                                       Exercise
                                           Number of   Price per     Aggregate
                                            Shares       Share         Amount

            Options outstanding
             at December 31, 1992           41,250                  $  433,438 

            Options granted in 1993         48,750     $2.625 to       127,969 
            Options lapsed in 1993         (20,000)     $10.25        (205,000)
            Options outstanding at
             December 31, 1993              70,000                     356,407 

                                                       $2.625 to    
            Options lapsed in 1994         (28,750)     $10.75        (248,126)
            Options outstanding at
             December 31, 1994              41,250                     108,281 

            Options exercised in 1995         (750)     $2.625          (1,969)
            Options lapsed in 1995          (2,250)     $2.625          (5,906)
            Options outstanding at
             December 31, 1995              38,250      $2.625      $  100,406 

          Transactions during 1993, 1994 and 1995 relating to the
          1992 Option Plan are as follows:
                                                       Exercise
                                           Number of   Price per     Aggregate
                                             Shares      Share         Amount 

            Options outstanding
             at December 31, 1992           69,000                  $  414,000 
            Options lapsed in 1993          (4,000)     $6.00          (24,000)
            Options outstanding
             at December 31, 1993           65,000                     390,000 
            Options lapsed in 1994         (10,000)     $6.00          (60,000)
            Options outstanding at
             December 31, 1994              55,000                     330,000 
            Options lapsed in 1995          (4,000)     $6.00          (24,000)
            Options outstanding at
             December 31, 1995              51,000      $6.00       $  306,000 

          The Financial Accounting Standards Board has issued SFAS
          No. 123 - Accounting for Stock-Based Compensation.  This
          statement becomes effective beginning with the Company's
          first quarter of 1996 and will not have a material effect
          on the Company's financial position or results of
          operations.  Upon adoption of SFAS No. 123, the Company 

                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note N - Stock Option Plans (Continued):

          will continue to measure compensation expense for its
          stock-based employee compensation plans using the
          intrinsic value method prescribed by APB Opinion No. 25,
          Accounting for Stock Issued to Employees and will provide
          pro forma disclosures of net income and earnings per
          share as if the fair value-based method prescribed by
          SFAS No. 123 had been applied in measuring compensation
          expense.

Note O - Related Party Transactions:

          Thrifty Rent-A-Car System, Inc. ("Thrifty") owned 39.2%
          of the outstanding common stock of the Company through
          July 25, 1994.

          On July 25, 1994, Thrifty sold all of its shares to three
          of the Company's directors ("Acquisition Group").  The
          Acquisition Group owns 43.7% of the outstanding common
          stock of the Company at December 31, 1995.  The Company
          paid directors fees and certain expenses to the
          Acquisition Group of $180,000 and $256,530 during 1995
          and 1994, respectively. 

Note P - Lease Obligations:

          At December 31, 1995 the Company was party to an
          agreement with Fairmount Central Urban Renewal
          Corporation ("Fairmount"), a subsidiary of MCAIC for the
          lease of the office building in which the Company and its
          subsidiaries operated. Rent of $324,000 per year, subject
          to adjustment for property taxes in excess of $200,000,
          was paid by the Company, along with other costs as
          defined in the lease.  In 1995, 1994 and 1993, rent
          expense paid by the Company (net of amounts paid by
          MCAIC) was $252,000, $261,000 and $228,000, respectively. 
          The lease expires on December 31, 2011.  The Company
          presently has a limited operation at this building and is
          discussing termination of the lease with Fairmount.  At
          this time, the Company does not believe any lease
          termination costs will be material.




                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note P - Lease Obligations (Continued):

          Effective January 1, 1996, the Company entered into a
          lease at 95 Route 17 South, Paramus, New Jersey.  The
          lease expires on December 31, 2005.  The Company has an
          option to terminate the lease after six years, and an
          option to extend the lease for an additional five years
          after the initial lease term expires. The Company will
          pay a base annual rental of $371,745 through December 31,
          2000 and $416,805 thereafter until the lease expires. 
          Additional charges for electricity and escalation of
          certain operating costs apply.

Note Q - Insolvency of MCA Insurance Company: 

          On August 24, 1992, Hurricane Andrew struck the South
          Florida coast, causing losses to MCAIC which exceeded its
          surplus as regards policyholders.  MCAIC was placed in
          liquidation on October 23, 1992 by the Oklahoma District
          Court, Oklahoma.

          On December 30, 1994, the Oklahoma District Court
          approved a settlement between the MCAIC Receiver and its
          subsidiaries and the Company and its subsidiaries (the
          "Settlement").  Under the Settlement, the Company agreed
          to pay MCAIC approximately $5.4 million, $2 million of 
          which was paid on December 30, 1994.  The Settlement also
          dismissed with prejudice the litigation previously
          brought (in August 1993) by the MCAIC Receiver against
          the Company regarding the ownership of Motor Club.  The
          Settlement released all parties from all potential claims
          against one another, and put in place agreements
          regarding the handling of consolidated taxes, common cost
          sharing and service agreements. 

          On February 15, 1995, pursuant to the Settlement
          Agreement, MCAIC was paid in full.

          The Joint Services Agreement ("JSA") entered into as part
          of the Settlement was retroactive to May 1, 1994 and
          provided for the rendering of certain services by the
          parties to the JSA and amounts due for these services, as
          well as the sharing of certain common expenses. Common 



                           (Continued)
             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note Q - Insolvency of MCA Insurance Company (Continued): 

          expenses emanate from the parties' co-tenancy in the
          office building in which the parties' principal offices
          resided.  The JSA was terminated effective February 29,
          1996.

          In relation to the insolvency of MCAIC, there are no
          additional liabilities, contingent or otherwise, which
          require accrual or disclosure in the accompanying
          financial statements.

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
              SCHEDULE I.  SUMMARY OF INVESTMENTS-
            OTHER THAN INVESTMENTS IN RELATED PARTIES
                      at December 31, 1995

     Column A               Column B      Column C     Column D
                                                       Amount at
                                                      which shown
                                                        in the
                             Cost(a)       Market    balance sheet
 
Type of investment

Fixed maturity securities
 available-for-sale:

United States Government
 and government agencies
 and authorities           $38,267,692   $39,587,261  $39,587,261
Industrial and 
 miscellaneous               4,427,079     4,489,996    4,489,996
Public utilities               543,414       553,200      553,200

Total fixed maturities      43,238,185                 44,630,457

Mortgage loans on real 
 estate                        766,101                    766,101

Short-term investments,
 available-for-sale            200,576       200,719      200,719

Total investments          $44,204,862                $45,597,277

 
Note: (a) Represents original cost of investments reduced by
          repayment and as to fixed maturities, adjusted for
          amortization of premiums or accrual of discounts.
 
                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
          SCHEDULE II. CONDENSED FINANCIAL INFORMATION
                 OF REGISTRANT (PARENT COMPANY)

                         BALANCE SHEETS

                                                December 31,   
                                          1995             1994

Assets:

  Cash and cash equivalents           $     -         $ 2,820,394

  Investments in related parties       25,072,857      20,433,519

  Insurance premiums receivable         7,018,662       5,530,807

  Other assets                          1,444,902       3,382,903

         Total assets                 $33,536,421     $32,167,623

Liabilities and shareholders' equity:

  Indebtedness to subsidiaries        $13,968,869     $11,466,953

  Other liabilities                     5,486,476       4,654,485

  Note payable to Midlantic
   Bank, N.A.                               -           2,750,000

  Amounts due to MCA Insurance 
   Company in Liquidation and
   subsidiaries                             -           2,750,000

         Total liabilities             19,455,345      21,621,438

  Shareholders' equity                 14,081,076      10,546,185
         Total liabilities and
           shareholders' equity       $33,536,421     $32,167,623

                          Notes to Schedule

     The Notes to Consolidated Financial Statements of Motor Club
     of America and Subsidiaries are incorporated by reference to
     this schedule.

     The Statements of Shareholders' Equity are the same as those
     presented for Motor Club of America and Subsidiaries.

                           (Continued)

             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
          SCHEDULE II.  CONDENSED FINANCIAL INFORMATION
                 OF REGISTRANT (PARENT COMPANY)

                    STATEMENTS OF OPERATIONS

                                          For the years ended December 31,   
                                          1995          1994          1993
 
Revenues:

  Motor Club membership fees (1)      $      113   $   35,566   $     31,248 
  Commission income (2)                   10,093        8,425        453,256 
  Other income (3)                       157,012      160,576        242,256 
       Total revenues                    167,218      204,567        726,760 

Expenses:
         
  Depreciation                             -            -            442,622 
  General and administrative                       
   expenses (4)                           91,079      810,893        290,101 
  Discount of Note Payable to
   Receiver of MCA Insurance
   Insurance Company in
   Liquidation                             -         (624,850)         -      
       Total expenses                     91,079      186,043        732,723 

Income (loss) before item
   shown below                           (76,139)      18,524         (5,963)
Equity in net income 
 of subsidiaries                       2,340,640    5,016,123      3,265,501 
       Net income                     $2,416,779   $5,034,647     $3,259,538 

     (1)  Amount is from Enterprises.

     (2)  Amount includes $0 (1995), $0 (1994) and 
          $440,638 (1993) of commission from insurance
          subsidiaries.

     (3)  Amount includes $67,117 (1995), $94,676 (1994)
          and $126,235 (1993) of interest due from Motor
          Club.

     (4)  Amount is net of $223,691 (1995), $335,590
          (1994) and  $9,482,265 (1993) of management
          fees charged to subsidiaries.

                           (Continued)



             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
          SCHEDULE II.  CONDENSED FINANCIAL INFORMATION
                 OF REGISTRANT (PARENT COMPANY)

                    STATEMENTS OF CASH FLOWS
                                                                                
                                                             For the years ended December 31,        
                                                    1995                 1994               1993    

Net income                                     $ 2,416,779            $5,034,647         $ 3,259,538 
Adjustments to reconcile net 
  income to net cash provided by
  (utilized in) operating
  activities:
  Discount of Note due Receiver of
   MCA Insurance Company in
   Liquidation                                       -                  (624,850)              -     
  Write-off of investment in
   MCA Insurance Company and its
   subsidiaries                                      -                     -                 442,622 
  Depreciation expense                             248,540               286,305               -     
  Accretion of bond discount                       (16,368)               (3,823)                (43)

Changes in:
  Premiums receivable                           (1,487,855)             (342,333)            165,604 
  Investments in related parties                (1,978,815)           (2,929,014)         (6,076,987)
  Other assets                                     284,074             1,344,928           1,853,670 
  Other liabilities                               (712,909)           (1,162,720)           (886,030)
  Indebtedness to related parties                2,501,916             1,689,614          (1,108,042)
  Amounts due to MCA Insurance Company
   in Liquidation and subsidiaries              (2,750,000)           (1,458,624)          1,610,225 
Net cash provided by (utilized in)
  operating activities                          (1,494,638)            1,834,130            (739,443)

Investing activities:
  Proceeds from:
    Disposal of short-term
      investments                                1,665,897                 -                   -     
    Disposal of fixed
      maturities                                   596,783             1,448,129               9,014 

  Purchase of:
    Fixed maturities                              (608,402)           (1,447,525)              -     
    Short-term investments                           -                (1,649,740)         (6,171,072)
    Fixed assets                                  (232,003)             (114,600)            (20,640)
Net cash provided by (utilized in)
  investing activities                           1,422,275            (1,763,736)            (11,626)

Financing activities:
  (Repayment to) borrowing from 
    Midlantic Bank, N.A.                        (2,750,000)            2,750,000               -     
  Common stock issued                                1,969                 -                   -     
Net cash provided by (utilized in)
  financing activities                          (2,748,031)            2,750,000               -     
Increase (decrease) in cash and
  cash equivalents                              (2,820,394)            2,820,394            (751,069)
Cash and cash equivalents at 
  beginning of year                              2,820,394                 -                 751,069 
Cash and cash equivalent at end of year        $     -                $2,820,394         $     -     


Supplemental Disclosures of Cash Flow Information
(1)  Total interest paid was $33,934 (1995), $53 (1994) and
     $299 (1993). 
(2)  Total federal income taxes paid was $52,000 (1995),
     $54,227 (1994) and $25,613 (1993).

                         (Continued)



           MOTOR CLUB OF AMERICA AND SUBSIDIARIES
                  SCHEDULE IV.  REINSURANCE
    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 and 1993
                                                                           

        Column A                  Column B      Column C      Column D     Column E    Column F
                                                                                          % of
                                                Ceded to     Assumed from               Amount
                                                  other         other                   Assumed
                                 Gross Amount   Companies     Companies    Net Amount   to Net 


December 31, 1995:

  Total property and casualty
   insurance premiums earned     $41,051,119    $ 5,750,247  $   -         $35,300,872    0.0%

December 31, 1994*:

  Total property and casualty
   insurance premiums earned     $37,065,794    $ 9,173,851  $   -         $27,891,943    0.0%

December 31, 1993*:

  Total property and casualty
   insurance premiums earned     $38,763,871    $ 8,689,107  $   -         $30,074,764    0.0%

          *    Amounts have been reclassified to conform with 1995 presentation.

                         (Continued)



             MOTOR CLUB OF AMERICA AND SUBSIDIARIES
              SCHEDULE V. VALUATION AND QUALIFYING
                      ACCOUNTS AND RESERVES
      FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 and 1993


                                                    

  Column A          Column B          Column C           Column D   Column E 
                                      Additions
                   Balance at   Charged to  Charged to               Balance
                   Beginning     Cost and     Other                  at end
 Description       of Period     Expenses    Accounts   Deductions  of Period

Allowance for
doubtful 
receivables:

December 31, 1995  $  439,309   $316,774   $   -       $  100,000  $  656,083

December 31, 1994  $  200,000   $239,309   $   -       $   -       $  439,309


December 31, 1993  $  200,000   $  -       $   -       $   -       $  200,000


Valuation allowance
for deferred taxes:

December 31, 1995  $5,070,974   $  -       $  682,329  $2,778,895  $2,974,408

December 31, 1994  $7,057,259   $  -       $1,309,191  $3,295,476  $5,070,974

December 31, 1993  $7,430,147   $125,990   $1,154,300  $1,653,178  $7,057,259 



                           (Continued)


                                MOTOR CLUB OF AMERICA AND SUBSIDIARIES
                           SCHEDULE VI. SUPPLEMENTAL INFORMATION CONCERNING
                                 PROPERTY/CASUALTY INSURANCE OPERATIONS
                        For the years ended December 31, 1995, 1994 and 1993
                                                                     

 Column A           Column B      Column C       Column D     Column E     Column F    Column G
                                 Reserves for
                    Deferred     Unpaid Claims   Discount,
                     Policy       and Claim      if any,                                   Net
                   Acquisition    Adjustment    Deducted in    Unearned       Earned    Investment
                      Costs         Expenses      Column C     Premiums      Premiums   Income (a)  
   
Year ended
December 31, 1995   $ 5,069,222    $39,823,552         -       $16,838,135   $35,300,872 $2,759,337

Year ended
December 31, 1994*  $ 4,166,368    $41,665,101         -       $13,554,754   $27,891,943 $2,506,701

Year ended
December 31, 1993*  $ 2,792,686    $45,818,203         -       $13,065,299   $30,074,764 $2,651,627




Note:  (a)     Excludes non-insurance subsidiaries' investment income and 
          realized investment gains.

          *    Amounts reclassified to conform with 1995 presentation

                               The accompanying notes are an integral part 
                               of these consolidated financial statements.


                               MOTOR CLUB OF AMERICA AND SUBSIDIARIES
                          SCHEDULE VI. SUPPLEMENTAL INFORMATION CONCERNING
                               PROPERTY/CASUALTY INSURANCE OPERATIONS

                        For the years ended December 31, 1995, 1994 and 1993

                                                                        

 Column A                           Column H               Column I      Column J     Column K 
                                 Claims and Claim
                                Adjustment Expenses       Amortization    Paid
                                Incurred Related to       of deferred    Claims
                                  (1)         (2)           policy      and Claim
                                 Current     Prior        acquisition   Adjustment     Premium
                               Year        Years             Costs        Expenses     Written

Year ended
December 31, 1995              $19,625,070  $1,112,475     $10,611,978    $19,682,580  $37,639,344

Year ended
December 31, 1994*             $14,367,136  $  919,165     $ 9,353,336    $18,264,953  $31,365,121

Year ended
December 31, 1993*             $17,602,255 ($1,323,758)    $ 9,250,259    $19,414,277  $28,058,617


Note:  (a)Excludes non-insurance subsidiaries' investment income and 
          realized investment gains.


          *    Amounts reclassified to conform with 1995 presentation


                            The accompanying notes are an integral part 
                             of these consolidated financial statements.