SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM 8-K
                                
                                
                         CURRENT REPORT
                                
                                
               Pursuant to Section 13 or 15 (d) of
               the Securities Exchange Act of 1934
                                
                                
                Date of Report:  October 28, 1996
                (Date of earliest event reported)
                                
                                
                         CITIZENS, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                            COLORADO
                 (State or other jurisdiction of
                         incorporation)



        0-16509                              84-0755371
(Commission File Number)                   (IRS Employer
                                       Identification Number)


 400 East Anderson Lane
     Austin, Texas                             78752
 (Address of principal                       (Zip Code)
   executive offices)

                        (512) 837-7100
                 (Registrant's telephone number)
Item 1.  Changes in Control of Registrant

     None.

Item 2.  Acquisition or Disposition of Assets

     None.

Item 3.  Bankruptcy or Receivership

     None.

Item 4.  Certifying Accountants

     None.

Item 5.  Other Events

     On October 28, 1996, Registrant announced that it had signed
definitive  written  agreements for the acquisition  of  American
Investment  Network,  Inc.  (American  Investment),  a   Jackson,
Mississippi,  based  life  insurance holding  company  with  $7.5
million in assets, $3.4 million of stockholders' equity, revenues
of $3.2 million and $67 million of life insurance in force.

      The  American Investment agreement provides that  following
the  acquisition by Registrant, American Investment  shareholders
will  receive  1 share of Registrant's Class A Common  Stock  for
each  7.2  shares  of  American Investment  Common  Stock  owned.
Registrant expects to issue approximately 700,000 Class A  shares
in  connection with the transaction, which will be accounted  for
as  a  purchase.  The companies will continue to operate in their
respective  locations  under  a  combined  management  team  with
consolidation  of  computer data processing on  the  Registrant's
system.   The  agreement  is  subject  to  approval  by  American
Investment's shareholders and regulatory authorities.

Item 6.  Resignations of Registrant's Directors

     None.

Item 7.  Financial Statements and Exhibits

     None.
                            SIGNATURE
                                
                                
      Pursuant to the requirement of the Securities Exchange  Act
of  1934, the Registrant has duly caused this report to be signed
on  Registrant's behalf by the undersigned, duly  authorized  and
empowered officer of the Registrant.

                                      CITIZENS, INC.




                                      By:/s/ Mark A. Oliver
                                         Mark A. Oliver, FLMI
                                         Vice President
                                         Secretary / Treasurer
                                         Chief Financial Officer


Date:  October 28, 1996