UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                FORM 10-K/A
                              AMENDMENT NO. 1


[ X  ]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]

                For the Fiscal Year Ended December 31, 1995

[    ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from ___________ to ___________

                      Commission File Number: 2-17039


                  NATIONAL WESTERN LIFE INSURANCE COMPANY
           (Exact name of Registrant as specified in its charter)


     COLORADO                                        84-0467208
(State of Incorporation)              (I.R.S. Employer Identification Number)


   850 EAST ANDERSON LANE 
   AUSTIN, TEXAS 78752-1602                                (512) 836-1010
(Address of Principal Executive Offices)                   (Telephone Number)


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

    Securities registered pursuant to Section 12(g) of the Act:  EXEMPT

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

Yes [  X  ]     No  [      ]   

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

The aggregate  market value  of  the common  stock (based  upon  the closing
price) held  by non-affiliates  of  the Registrant  at March  15,  1996, was
approximately $130,074,000.

As of   March 15, 1996,  the number of  shares of Registrant's  common stock
outstanding was: Class A - 3,291,338 and Class B - 200,000.




                            INDEX TO FORM 10-K/A
                              AMENDMENT NO. 1


                                                                       Page

Independent  Auditors'  Report,  as  amended   for  subsequent  event
reported in Note 16 to the consolidated financial statements

Note (16)  Subsequent  Event,  as  an  additional disclosure  to  the
consolidated financial statements

Signatures






                        INDEPENDENT AUDITORS' REPORT
                                                                  

The Board of Directors and Stockholders
National Western Life Insurance Company
Austin, Texas

We have audited  the consolidated  financial statements of  National Western
Life Insurance Company and subsidiaries as listed in the accompanying index.
In connection with our  audits of the consolidated  financial statements, we
also have  audited  the  financial  statement  schedules  as listed  in  the
accompanying index.  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  consolidated  financial statements  referred  to above
present fairly, in all material respects, the financial position of National
Western Life Insurance  Company and  subsidiaries at  December 31,  1995 and
1994, and the results of  their operations and their cash  flows for each of
the years in  the three-year period  ended December 31,  1995, in conformity
with generally  accepted accounting  principles.  Also in  our  opinion, the
related financial statement  schedules, when  considered in relation  to the
basic consolidated financial statements taken as a whole, present fairly, in
all material respects, the information set forth therein.

As discussed in  Note 3, the  Company changed  its method of  accounting for
investments in debt and equity securities in 1994 to adopt the provisions of
the Financial Accounting Standards Board's Statement of Financial Accounting
Standards (SFAS) No.  115, "Accounting for  Certain Investments in  Debt and
Equity Securities."  As discussed in Note 5,  the Company changed its method
of accounting for income taxes  in 1993 to adopt the  provisions of SFAS No.
109, "Accounting for Income Taxes."

                                                  


                                        KPMG Peat Marwick LLP

Austin, Texas
March 1, 1996, except as
to Note 16 which is as 
of April 12, 1996







(16) SUBSEQUENT EVENT


On April 12, 1996, The Westcap Corporation  and its wholly owned subsidiary,
Westcap  Enterprises,  Inc.,   separately  filed  voluntary   petitions  for
reorganization under Chapter  11 of the  U.S. Bankruptcy Code  in the United
States Bankruptcy Court, Southern District of  Texas, Houston Division.  The
Westcap Corporation  is  the  successor  by  merger  to  Westcap  Securities
Investment,  Inc.,  and   Westcap  Securities  Management,   Inc.    Westcap
Enterprises, Inc. is  the successor  by merger  to Westcap  Securities, L.P.
The Westcap Corporation  is a  wholly owned  subsidiary of  National Western
Life Insurance Company (National Western).

The plan of  reorganization filed in  the Bankruptcy Court  provides for the
merger of Westcap Enterprises, Inc. into  The Westcap Corporation (Westcap),
with the  survivor to  conduct business  as a  real estate  investment trust
under sections 856-58 of the Federal Tax Code.   National Western has agreed
to participate in the Westcap plan of  reorganization by the contribution of
approximately $5,000,000  of cash  and $5,000,000  of income  producing real
properties in exchange for a  complete settlement and release  of any claims
by Westcap against National Western and a  continuing equity interest in the
reorganized entity.     The reorganization  plan is  subject to  approval by
Westcap's creditors and the Bankruptcy Court.

As previously reported in Note 15  of the consolidated financial statements,
National Western's investment in Westcap was  completely written off  during
1995 as losses  of the  subsidiary were recognized  on a  consolidated basis
until the  subsidiary's  equity  was reduced  to  zero.    Additional losses
relating to  the  above-mentioned  contributions  will  depend primarily  on
results of Westcap  litigation and  claims that will  be adjudicated  in the
bankruptcy proceedings and expenses related to such proceedings. 





                                 SIGNATURES

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.


                  NATIONAL WESTERN LIFE INSURANCE COMPANY
                                (Registrant)








Date:  April 25, 1996         /S/ Ross R. Moody 
                         By:  Ross R. Moody
                              President and Chief Operating Officer



Date:  April 25, 1996         /S/ Robert L. Busby, III 
                         By:  Robert L. Busby, III
                              Senior Vice President - 
                              Chief Administrative Officer,
                              Chief Financial Officer
                              and Treasurer