Exhibit 10(a)


                      AMENDMENT TWO TO MARKETING AGREEMENT


This document is Amendment Two to the Marketing Agreement made and entered into,
effective  June 1, 1993,  and amended by Amendment  One to  Marketing  Agreement
dated September 16, 1993 (the  "Agreement"),  by and between  American  National
Insurance  Company  ("American  National")  a  Texas  corporation,   and  Legacy
Marketing Group ("LMG"), a California corporation.

In  consideration  of mutual  covenants  contained herein , the parties agree as
follows:

1.   Section 3.1 of the  Agreement  is hereby  deleted in its  entirety  and the
     following new Section 3.1 shall be substituted therefore.

     "3.1 Subject to termination as hereinafter  provided,  this Agreement shall
     remain in force and effect  until the close of business on October 1, 1998,
     the initial term of this Agreement. This Agreement may be renewed by mutual
     agreement for successive terms of one (1) year unless  terminated by either
     party by prior  written  notice to the other at least  one  hundred  eighty
     (180) days prior to the end of the initial term or the renewal term."

2.   Except as  specifically  amended  hereby,  all terms and  provisions of the
     Marketing Agreement shall remain in full force and effect.



 LEGACY MARKETING GROUP                  AMERICAN NATIONAL INSURANCE
                                         COMPANY

 By           /s/ R. Preston Pitts       By:          /s/ James Pozzi

 Title:       President                  Title:       Senior Vice President

 Witness:     /s/ Karen Obendorf         Witness:     /s/ David Skup

 Date:        June 4, 1998               Date:        June 4, 1998