American Travellers Corp – ‘DEF 14A’ for 12/31/95

As of:  Friday, 4/19/96   ·   For:  12/31/95   ·   Accession #:  790928-96-7   ·   File #:  0-14391   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 12/28/98 by the SEC on 12/28/98. ®

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                45±   175K 


    April 19, 1996

VIA EDGAR                                                                       
United States Securities & Exchange Commission                                  
450 Fifth Street, N.W.                                                          
Washington DC 20549                                                             

Re:  1996 Proxy Statement                                             

Dear Sir/Madam:                                                                 

Pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934,  
enclosed please find the Company's definitive proxy statement and form of       
proxy intended for use in connection with the 1996 Annual Meeting of            
Shareholders of the company.  Please note that the Company intends to mail      
definitive copies of such documents on April 19, 1996 to shareholders of        
record on April 4, 1996.  We previously filed a preliminary proxy statement.    
We have red lined the changes made from the previously filed preliminary        
proxy statement.                                                                

The Company has paid the appropriate filing fee to the Commission's   
lockbox.                                                                        

Pursuant to Instruction 5 to Item 10(b)(2), please be advised that the
options and the shares called for under the 1996 Stock Option Plan will be      
registered under the Securities Act on Form S-8 prior to any offer or sales of  
such securities in connection with such plan.                                   

Please do not hesitate to contact the undersigned if you have any     
comments or questions.                                                          

Thank you.                                                            

Very truly yours,                                                     

/s/ Susan T. Mankowski                                                

Susan T. Mankowski                                                    
Vice President - Administration                                       

SM:clm                                                                          

    Schedule 14A

  SCHEDULE 14A INFORMATION
      Proxy Statement Pursuant to Section 14(a) of the
        Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant X                                                       
Filed by a Party other than the Registrant                                      
Check the appropriate box:                                                      

Preliminary Proxy Statement                                                 
X Definitive Proxy Statement                                                    
Definitive Additional Materials                                             
Soliciting Materials Pursuant to Exchange Rule 14a-11 or 14a-12             

     American Travellers Corporation
  ________________________________________________________________
   ( Name of Registrant as Specified In Its Charter)

      Susan T. Mankowski
  ----------------------------------------------------------------
    ( Name of Person(s) Filing Proxy Statement

Payment of Filing Fee (Check Appropriate Box)                                   

$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)     
$500 per each part to the controversy pursuant to Exchange Act Rule         
14a-6(i)(3)                                                       
Fee computed on table below per Exchange rules 14a-6(i)(4) and 0-11.        

(1) Title of each class of securities to which transaction applies:     
________________________________________________________________
(2) Aggregate number of securities to which the transaction applies:    
________________________________________________________________
(3) Per unit price other underlying value of transaction computed       
pursuant to Exchange Act Rule 0-11:( Set forth the amount       
on which the filing fee is calculated and state how it was      
determined.)                                                    
________________________________________________________________
(4) Proposed maximum aggregate value of transaction:                    
________________________________________________________________
(5) Total fee paid:                                                     
________________________________________________________________

X   Fee paid previously with preliminary materials.                             

Check box if any part of the fee is offset as provided by the Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was  
paid previously.  Identify the previous filing by registration statement  
number, or the Form or Schedule and the date of its filing.               

(1) Amount Previously Paid:                                           
  ________________________________________________________________
(2) Form, Schedule or Registration Statement No.:                     
  ________________________________________________________________
(3) Filing Party:                                                     
  ________________________________________________________________
(4) Date Filed:                                                       
  ________________________________________________________________

Definitive Copy                                                                 
                   American Travellers Corporation
                    3220 Tillman Drive
                    Bensalem, Pennsylvania 19020
                  215-244-1600

1996 ANNUAL MEETING OF SHAREHOLDERS               

                                  April 19, 1996

Dear Shareholder:                                                               

You are cordially invited to attend the 1996 Annual Meeting of        
Shareholders which will be held at The Holiday Inn   Bucks County, Yardley      
Room A, 4700 Street Road, Trevose, Pennsylvania 19053, at 10:00 A.M., local     
time, on Thursday, May 23, 1996.                                                

 We hope you will be able to attend this year's Annual Meeting in person
and we encourage you to do so.  The Company's management will report on         
operations and will be available to respond to questions you have about the     
Company's business.                                                             

Whether or not you plan to attend, it is important that your shares be
represented and voted at the meeting. Therefore, we urge you to complete,       
sign, date and return your proxy card promptly in the enclosed envelope.        

Sincerely,          

/s/ John A. Powell  

John A. Powell      
               Chairman of the Board and President

AMERICAN TRAVELLERS CORPORATION               
3220 Tillman Drive                
Bensalem, Pennsylvania 19020                

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS                

TO THE SHAREHOLDERS OF AMERICAN TRAVELLERS CORPORATION:                         

Notice is hereby given that the Annual Meeting of Shareholders of     
American Travellers Corporation (the "Company") will be held at The Holiday     
Inn   Bucks County, Yardley Room A, 4700 Street Road, Trevose, Pennsylvania     
19053, on Thursday, May 23, 1996, at 10 A.M., local time, for the following     
purposes:                                                                       

1.   To elect three Class I directors, each to serve for three years  
    and until their respective successors are elected and qualified;

2.   To consider and act upon a proposal to amend the Company's       
 Articles of Incorporation to increase the number of shares of
Common Stock, which the Company has authority to issue from 
37,500,000 to 50,000,000;                                   

3.   To consider and act upon a proposal to approve the Company's 1996
Stock Option Plan; and                                      

4.   To transact such other business as may properly come before the  
meeting or any adjournment(s) thereof.                      

Only shareholders of record at the close of business on April 4, 1996 
are entitled to notice of, and to vote at, the meeting and any adjournment(s)   

thereof.                                                                        

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.       

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON BUT IF YOU DO NOT     
EXPECT TO ATTEND IN PERSON, YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED       
PROXY IN THE ACCOMPANYING SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF  
MAILED IN THE UNITED STATES.                                                    

Dated: April 19, 1996                                                           

               By Order of the Board of Directors,

  /s/ Susan T. Mankowski
Susan T. Mankowski  
Secretary           

AMERICAN TRAVELLERS CORPORATION               

PROXY STATEMENT               
Annual Meeting of Shareholders              
May 23, 1996                

This Proxy Statement is being furnished to shareholders of the Company
in connection with the solicitation of proxies on behalf of the Board of        
Directors of the Company for use at the Annual Meeting of Shareholders of the   
Company to be held at 10 A.M., local time, on May 23, 1996, at The Holiday Inn  
Bucks County, Yardley Room A, 4700 Street Road, Trevose, Pennsylvania 19053,    
and at any and all adjournments thereof, for the purpose of considering and     
acting upon the matters referred to in the preceding Notice of Annual Meeting   
of Shareholders and more fully discussed herein. The mailing address of the     
Company's executive offices is 3220 Tillman Drive, Bensalem, Pennsylvania       
19020.                                                                          

 This Proxy Statement and the accompanying form of proxy are first being
mailed on or about April 19, 1996 to shareholders of the Company entitled to    
notice of, and to vote at, the meeting.                                         

Quorum and Voting                                                               

  The presence, in person or by proxy, of shareholders entitled to cast at
least a majority of the votes which all shareholders are entitled to cast on a  
particular matter will constitute a quorum for the purpose of considering such  
matter.  The election of each nominee to the Board of Directors requires the    
affirmative vote of at least a majority of the votes represented at the         
meeting.  The affirmative vote of a majority of the votes cast by all           
shareholders entitled to vote thereon is required to approve Proposals 2 and    
3.                                                                              

Proxies in the accompanying form which are properly executed, duly    
returned to the Company and not revoked will be voted in accordance with the    
instructions therein.  IF NO INSTRUCTION IS GIVEN, THE PROXY WILL BE VOTED FOR  
PROPOSALS 2 AND 3 AND FOR EACH OF THE NOMINEES NAMED HEREIN. The presence at    
the meeting of a shareholder will not revoke his proxy.  However, a proxy may   
be revoked at any time before it is voted by written notice to the Company,     
addressed to Susan T. Mankowski, Secretary, at the executive offices of the     
Company or by written notice to the Company delivered at the meeting to Susan   
T. Mankowski or any other person duly appointed to act as secretary for the     
meeting; however, a revocation shall not be effective until such notice has     
been received and a revocation shall not affect a vote on any matter cast       
prior to such receipt.                                                          

Record Date and Shares Outstanding                                              

  The close of business on April 4, 1996 has been fixed as the record date
with respect to this solicitation and for the determination of shareholders     
entitled to receive notice of, and to vote at, the meeting.  The stock          
transfer books will not be closed.  At the close of business on the record      
date, there were issued and outstanding and entitled to be voted at the         
meeting 16,242,196 shares of the Company's Common Stock, $.01 par value (the    
"Common Stock").  Such amount reflects a three-for-two stock split of the       
authorized and outstanding Common Stock effective April 10, 1996 for security   
holders of record on March 20, 1996.  Unless otherwise indicated, all           
references to amounts of shares of Common Stock contained herein are            
on a post-split basis.  At the meeting, each shareholder will be entitled,      
with respect to each matter to be voted on, to cast one vote in person or by    
proxy for each share of Common Stock held by such shareholder. Abstentions,     
and any shares as to which a broker or nominee indicates that it does not have  
discretionary authority to vote on a particular matter, will be treated as      
shares that are present and entitled to vote for purposes of determining the    
presence of a quorum but as unvoted for purposes of determining whether the     
approval of shareholders has been obtained with respect to any such matter and  
thus will have the effect of a vote to "Withhold Authority" in the election of  
directors or as a vote "Against" all other matters included in the proxy.       

SECURITY OWNERSHIP OF CERTAIN           
BENEFICIAL OWNERS AND MANAGEMENT          
  The following table sets forth information as of the record date (unless
otherwise indicated) regarding the stock ownership of (i) each person known to  
the Company to beneficially own more than five percent of its Common Stock,     
(ii) each of the Company's directors and nominees for director, (iii) the       
executive officers named in the Executive Compensation section herein,  and     
(iv) the Company's directors and officers as a group. Unless otherwise          
indicated, each person has sole voting and investment power over the shares     
deemed to be beneficially owned by such person.                                 
                                                             Approximate
                                          Number of Shares    Percentage
Name and Address of Beneficial Owners       Beneficially Owned     of Class     

John A. Powell . . . . . . . . . . . .         1,211,592 (1)(2)       7.2%      

Brinson Partners, Inc. . . . . . . . . . . .   1,307,994 (3)          8.1%      
209 South La Salle St.                                                          
Chicago, Illinois 60604-1295                                                    

Trust under Deed of Trust of                                                    
Francis E.  Powell, Jr.  . . . . . . . . .     1,062,693 (4)          6.5%      
c/o Ramon R.  Obod, Esquire                                                     
2000 Market Street, 10th Floor                                                  
Philadelphia, Pennsylvania 19103                                                

FMR Corp.                                        916,719 (5)          5.4%      
82 Devonshire Street                                                            
Boston, Massachusetts 02109                                                     

Susan T. Mankowski . . . . . . . . . .           134,250 (2)           (6)      

Walter E.  Conrad. . . . . . . . . . . . .        73,956 (2)           (6)      

Walter J.  Diener. . . . . . . . . . . . . . . .  78,000 (2)(7)        (6)      

Thomas J.  Parry . . . . . . . . . . . . . . . .  49,749 (2)           (6)      

Alice E.  Powell . . . . . . . . . . . . .        43,500 (2)(4)        (6)      

Arnold H.  Keehn . . . . . . . . . . . . . . .    40,650 (2)           (6)      

Ronald J.  Holmer. . . . . . . . . . . . . . .    39,856 (2)(8)        (6)      

Ramon R.  Obod . . . . . . . . . . . . . . .      33,355 (2)(4)        (6)      

Benedict J. Iacovetti. . . . . . . . . . . . .    19,749 (2)           (6)      

Ernest Iannucci. . . . . . . . . . . . . . . .    12,249 (2)           (6)      

Henry G. Hager . . . . . . . . . . . .             4,998 (2)           (6)      

Directors and officers as a group (15 persons) 1,855,607 (2)          10.7%     
___________________                                                             
(1) Includes 50,052 shares for which James V. Fiumara, Sr. and his wife have    
appointed Mr.Powell as their proxy for the purpose of voting their shares.      

(2) John A. Powell, Susan T. Mankowski, Walter E. Conrad, Walter J. Diener,     
Thomas J. Parry, Alice E.Powell, Arnold H. Keehn, Ronald J. Holmer, Ramon R.    
Obod, Benedict J. Iacovetti, Ernest Iannucci, Henry G. Hager and the directors  
and officers of the Company as a group may acquire 667,500, 111,750, 12,000,    
19,500, 48,249, 42,000, 39,000, 32,499, 18,750, 19,749, 10,749, 3,498 and       
1,129,699 shares, respectively, pursuant to stock options which are currently   
exercisable or become exercisable within sixty (60) days, which numbers of      
shares are included in the respective numbers of shares beneficially owned.     

(3) Brinson Partners, Inc. ("BPI") has indicated in a Schedule 13-G dated       
February 9, 1996 filed on behalf of itself, its wholly-owned subsidiary,        
Brinson Trust Company ("BTC"), its parent company, Brinson Holdings, Inc.       
("BHI"), BHI's parent company, SBC Holding (USA), Inc. ("SBCUSA"), and          
SBCUSA's parent company, Swiss Bank Corporation ("SBC"), that BPI owns          
directly 956,812 of the shares, BTC owns directly 351,182 of the shares and     
that BHI, SBCUSA and SBC own the shares indirectly through BPI and BTC.         

(4) Alice E. Powell, Debra F. Powell and Ramon R. Obod are trustees             
("Trustees") of the Trust under Deed of Trust of Francis E. Powell, Jr.,        
Settlor, dated August 24, 1988 (the "Trust"). Shares owned by the               
Trust are not included in the number of shares beneficially owned by the        
Trustees.                                                                       

(5) FMR Corp. has indicated in a Schedule 13-G dated February 14, 1996 that it  
has sole voting power only with respect to 156,954 of the shares.  Share        
amounts include 631,717 shares obtainable upon conversion of the Company's      
convertible subordinated debentures owned by FMR Corp.                          

(6) Less than 1%.                                                               

(7) All shares held jointly by Mr. Diener and his wife.                         

(8) Includes 2,775 shares held by Mr. Holmer's wife and 1,582 shares            
obtainable by Mr. Holmer's wife upon conversion of the Company's convertible    
subordinated debentures owned by her.                                           

ELECTION OF DIRECTORS               

The Articles of Incorporation provide that the Company shall have a   
Board of Directors that is divided into three classes, each class to consist,   
as nearly as may be possible, of one-third of the total number of directors.    
One class shall be elected each year to serve as directors for a term of three  
years. Directors elected to fill vacancies and newly created directorships      
will be elected to serve for the balance of the term of the class to which      
they are elected. At the present time, Class I and II have three directors and  
Class III has two directors.  Class I is to be elected at the meeting, each     
member to serve a three-year term expiring in 1999 and until their respective   
successor is elected and qualified.  The three nominees named below will be     
placed before the shareholders for election to Class I.                         

Unless authority to vote for one or more nominees is withheld, the    
proxies will be voted for management's Class I nominees, Alice E. Powell,       
Walter E. Conrad and Arnold H. Keehn.  Each of the nominees is presently        
serving as a director of the Company.                                           

If any of the nominees becomes unwilling or unable to serve, which is 
not expected, the proxies will be voted for a substitute nominee(s) designated  
by the Board of Directors.                                                      

The following table sets forth information concerning the Company's   
directors and management's nominees:                                            

           First Became       Principal Occupation
Name and (Age)            a Director         for the Past Five Years            

Class I --  Nominees for election in 1996 to serve until the Annual Meeting in  
1999:                                                                           

Alice E.  Powell (72). .1989          Retired.   For over 35 years              
                      prior to her retirement in
                      November 1991, Mrs. Powell
                       owned and was active in the
                        administration of The Powell
                       Insurance Agency, a general
             insurance agency.

Walter E.  Conrad (69) .1978          Owner for more than 30 years of           
                       The Walter Conrad Agency, a
                          general insurance agency and a
                          general agent for an insurance
                           subsidiary of the Company since
 1977.

Arnold H.  Keehn (67). .1986          Engaged for more than the past            
                   20 years in the private
                         practice of law in Montgomery
                          County, Pennsylvania as a sole
         practitioner.

Class II -- Directors elected in 1995 to serve until the Annual Meeting in      
1998:                                                                           

John A.  Powell (51) . .1971          Vice President in charge of               
                          operations of the Company from
                    1971 until October 1985,
                         President of the Company from
                          October 1985 to September 1990
                     and from November 1991 to
                       present and Chairman of the
                   Board since April 1989.

Walter J.  Diener (78) .1972          Retired.  Prior to his                    
                           retirement in 1981, Mr.  Diener
                        owned Walter J.  Diener Real
                           Estate, a real estate agency in
                          Fort Washington, Pennsylvania.

Henry G. Hager (61). . .1995          President since 1985 of the               
                   Insurance Federation of
                  Pennsylvania, Inc., an
                    insurance industry trade
                     association with over 200
                         members.  Mr. Hager is also a
                      partner in the law firm of
                      Stradley, Ronon, Stevens &
                   Young and a director of
                      American Water Works, Inc.

Class III --  Directors elected in 1994 to serve until the Annual Meeting in    
1997:                                                                           

Susan T.  Mankowski (48). ..1989     Assistant Secretary of the                 
                       Company from 1977 to May 1989
                     and Secretary and Assistant
                        Treasurer of the Company since
                     May 1989, Vice President --
                       Operations from November 1989
                       to March 1991, Vice President
                      -- Chief Information Officer
                     from April 1991 to November
                 1993, Vice President --
                        Internal Business Systems from
                        November 1993 to June 1995 and
           Vice President --
                         Administration since June 1995.

Ramon R.  Obod (61). . .1986          Partner for more than the past            
                       20 years in the law firm of
                      Fox, Rothschild, O'Brien &
                  Frankel, Philadelphia,
                         Pennsylvania, General Counsel
           to the Company.

During the year ended December 31, 1995, nine meetings of the Board of  
Directors were held and the Board of Directors acted by unanimous consent on    
two occasions.                                                                  

The Board of Directors has established Executive, Compensation,         
Nominating, Audit and Option Committees to assist in the discharge of its       
responsibilities.                                                               

The Executive Committee presently consists of John A. Powell, Chairman, 
and Ramon R. Obod.  Such Committee has all the powers and exercises all of the  
duties of the Board of Directors, except as otherwise provided by law.  During  
the year ended December 31, 1995, there was one meeting of the Executive        
Committee and the Executive Committee acted by unanimous consent on one         
occasion.                                                                       

Arnold H. Keehn, Chairman, Walter J. Diener and Walter E. Conrad        
constitute the Audit Committee. John A. Powell is an ex-officio member of the   
Audit Committee. This Committee performs the following functions:               

-    recommends to the full Board of Directors the engagement of        
independent public accountants for the ensuing year;          

-    reviews the plan and results of the audit engagement by the        
   Company's independent public accountants, including review of the
management letter;                                            

-    reviews the scope and results of the Company's internal audit      
procedures.                                                   

Two meetings of the Audit Committee were held during the year ended December    
31, 1995.                                                                       

The Option Committee, administers the Company's various stock option    
plans.  From January 1995 through May 30, 1995 the Committee consisted of       
Walter J. Diener and Walter E. Conrad.  From May 31, 1995 through the present   
such committee was comprised of Messrs.  Diener and Keehn.  The Option          
Committee met three times in the year ended December 31, 1995.                  

The Compensation Committee is comprised of Arnold H. Keehn, Walter E.   
Conrad and Alice E. Powell. John A. Powell is an ex-officio member of the       
Compensation Committee. The Compensation Committee is generally responsible     
for setting guidelines and making recommendations with respect to the           
compensation levels of all executive officers of the Company. Mr. Powell does   
not participate in matters dealing with his own compensation. The Compensation  
Committee met twice during the year ended December 31, 1995.                    

The Nominating Committee is comprised of Arnold H. Keehn and Ramon R.   
Obod. John A. Powell is an ex-officio member of the Nominating Committee. The   
Nominating Committee makes recommendations with respect to nominees for the     
Board of Directors. The Nominating Committee met once in 1995 and recommended   
the nominees placed before the meeting. Under the Company's by-laws,            
nominations for directors to be elected at the annual meeting of shareholders   
must be submitted in writing to the Secretary of the Company not later than     
the close of business on the tenth day immediately preceding the date of the    
meeting and must be accompanied by the signed written consent of the nominee    
to serve if elected.                                                            

In 1995, each director attended at least 75% of the total number of     
meetings of the Board of Directors and the committee(s) on which he or she      
served.                                                                         

Ramon R. Obod, a director of the Company, is a member of the law firm of
Fox, Rothschild, O'Brien & Frankel, which was retained by the Company as        
General Counsel during the fiscal year ended December 31, 1995, and which is    
being retained by the Company in such capacity during the current fiscal year.  
Henry G. Hager, a director of the Company, is a member of the law firm of       
Stradley, Ronon, Stevens & Young, which was retained by the Company in          
connection with a routine litigation matter.  John A. Powell is the father of   
Denise Powell who is a Vice President of the Company.                           

Compensation of Directors                                                       

Employees of the Company and persons affiliated with the Company's      
General Counsel are not paid any fees for their services as directors of the    
Company.  Other directors are paid a fee of $500 for each meeting of the Board  
of Directors or any Committee meeting which they attend (provided the fee for   
attendance at committee meetings is $300 if held on the same day as a Board     
meeting), plus a retainer of $15,000 annually.  Each director who is not an     
employee of the Company automatically receives an option to purchase 1,500      
shares of Common Stock annually, exercisable at the fair market value of the    
Common Stock at the time of the grant. In addition, each director is provided   
with a fully-paid long-term care policy (having an annual premium value of      
approximately $2,000-$7,500 depending on the age of the director) which policy  
provides a $150 per diem lifetime benefit upon confinement to a nursing         
facility.                                                                       

Alice E. Powell acts as a consultant to the Company in connection with  
the development of a newsletter for policyholders and agents for which she is   
compensated $50,000 annually.                                                   

EXECUTIVE COMPENSATION                

Summary of Cash and Certain Other Compensation                                  

The following table sets forth certain summary information concerning   
compensation paid or accrued by the Company and its subsidiaries to the         
Company's Chief Executive Officer and each of the other four most highly        
compensated executive officers (hereinafter collectively referred to as the     
named executive officers) for the fiscal years ended December 31, 1995, 1994    
and 1993.                                                                       

Summary Compensation Table              

                                Long Term Compensation
   Annual Compensation           Awards          Payouts
(a)       (b)    (c)     (d)      (e)     (f)         (g)     (h)       (i)     
Name                           Other    Rest-     Securities           All      
and                           Annual    ricted      Under-            Other     
Principal                      Compen-   Stock      lying     LTIP    Compen-   
Position  Year  Salary  Bonus  sation   Awards    Options/  Payouts   sation    
             ($)     ($)     ($)      ($)      SARs(1)    ($)      ($)

John A. Powell                                                                  
       1995  551,388  500,000    0      0       300,000      0     20,226(2)
    1994  523,348  388,200    0      0        67,500      0     30,579

    1993  478,576  325,000    0      0       150,000      0     26,837

President, Chairman of the Board and Chief Executive Officer                    

Thomas J. Parry                                                                 
      1995  127,616   65,000    0      0       30,000      0      7,287(3)
   1994  110,000   25,000    0      0        9,000      0        565
   1993   98,435   25,000    0      0       15,000      0      4,323
Vice President - Product Development & Compliance                               

Ronald J. Holmer                                                                
      1995  134,327  50,000     0      0       21,750      0     10,202(3)
    1994  117,192  25,000     0      0        7,500      0      11,228

   1993  108,000  25,000     0      0       15,000      0        856
Vice President - Operations                                                     

Ernest Iannucci                                                                 
      1995  126,942  30,000     0       0      21,750      0      1,543(3)
   1994  113,173  20,000     0       0       4,500      0          0
   1993   35,962   2,000     0       0       7,500      0          0
Vice President - Chief Information Officer                              

Benedict J. Iacovetti                                                           
      1995  116,365  45,000     0      0       24,750       0     8,230(3)
   1994  100,000  20,000     0      0        6,000       0     1,155
   1993   94,423  10,000     0      0        3,000       0         0
Chief Financial Officer and Treasurer                                           
_______________                                                                 

(1) Options to purchase Common Stock.                                           
(2) Represents $4,150 in the form of insurance premiums the Company paid on a   
life insurance policy on the life of Mr. Powell,  $13,010 in the form of
contributions by the Company pursuant to the Company's 401(k) plan and  
profit sharing plan and $3,066 representing the actuarially determined  
value of premiums paid on a split-dollar life insurance policy on the   
life of Mr. Powell.                                                     

(3) Represents the Company's contribution on behalf of the named individual     
pursuant to the Company's 401(k) plan and profit sharing plan.          

Option/SAR Grants in Last Fiscal Year                                           

The following table provides information related to options granted to
the named executive officers during the fiscal year ended December 31, 1995.    

Option/SAR Grants in Last Fiscal Year               
                              Potential Realized
                            Value at Assumed
                                 Annual Rates of Stock
                              Price Appreciation
Individual Grants                       for Option Term         
(a)     (b)             (c)           (d)       (e)       (f)         (g)       
% of Total                          
Number of      Options/                                             
Securities        SARs                                              
Underlying      Granted to    Exercise                              
Options/        Employees     or Base    Expir-                     
SAR           In Fiscal     Price      ation                    
Name  Granted (#)      Year         ($/sh)     Date       5%($)      10%($)     

John A. Powell                                                                  
   187,500(1)        33          12.00    5/24/2005  1,415,013   3,585,921
   112,500(2)        20          15.75    11/8/2005  1,114,323   2,823,912
Thomas J.  Parry                                                                
    18,750(3)         3          12.00    5/24/2005    141,501     358,592
    11,250(4)         2          15.75    11/8/2005    111,432     282,391
Ronald J.  Holmer                                                               
    18,750(3)         3          12.00    5/24/2005    141,501     358,592
     3,000(5)         1          15.75    11/8/2005     29,715      75,304
Ernest Iannucci                                                                 
    18,750(3)         3          12.00    5/24/2005    141,501     358,592
     3,000(5)         1          15.75    11/8/2005     29,715      75,304
Benedict J. Iacovetti                                                           
    18,750(3)         3          12.00    5/24/2005    141,501     358,592
     6,000(6)         1          15.75    11/8/2005     59,431     150,609
_______________                                                                 

(1) Immediately exercisable options to purchase common stock.                   
(2) Exercisable on May 9, 1996.                                                 
(3) 6,250 exercisable on May 25, 1996, May 25, 1997 and May 25, 1998,           
respectively.                                                               
(4) 3,750 exercisable on November 9, 1996, November 9, 1997 and November 9,     
1998, respectively.                                                     
(5) 1,000 exercisable on November 9, 1996, November 9, 1997 and November 9,     
1998, respectively.                                                     
(6) 2,000 exercisable on November 9, 1996, November 9, 1997 and November 9,     
1998, respectively.                                                     

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End         
Option/SAR Values                                                               

The following table provides information related to the number and value
of options held by the named executive officers as of December 31, 1995.  No    
named executive officer exercised options during the fiscal year ended          
December 31, 1995.                                                              

Aggregated Option/SAR Exercises in Last Fiscal Year             
And FY-End Option/SAR Values              

(a)         (b)            (c)                 (d)              (e)             
               Number of
                               Securities       Value of
                                  Underlying       Unexercised
                                 Unexercised      In-the-Money
                                 Options/SARS     Options/SARS
                                 At FY-End(#)(1)  at FY-End($)

Shares Acquired    Value          Exercisable/     Exercisable/ 
Name     on Exercise(#)    Realized($)    Unexercisable    Unexercisable        

John A.Powell                                                                   
            0              0           892,500/112,500  10,222,813/337,500
Thomas J. Parry                                                                 
            0              0            42,000/30,000      507,875/160,691
Ronald J. Holmer                                                                
            0              0            26,250/21,750      306,875/135,563
Ernest Iannucci                                                                 
            0              0            12,000/21,750      124,125/135,563
Benedict J. Iacovetti                                                           
            0              0            13,500/24,750      158,125/144,563

(1) Options to purchase Common Stock.                                           

Defined Benefit Pension Plan                                                    

Certain qualified employees of the Company are eligible to participate  
in the Company's qualified Defined Benefit Pension Plan (the "Pension Plan").   
The amount of contributions required under the Pension Plan are determined      
each year by the Pension Plan's actuary.  Under certain circumstances, a        
participant may contribute to the Pension Plan.   All assets of the Pension     
Plan, consisting of participant and employer contribution accounts, are held    
in trust and invested.  The balance is adjusted annually to reflect the         
investment results of the Pension Plan.                                         

Generally, the payment of monthly benefits under the Pension Plan       
commences at age 65 and is based on a percentage of a participant's average     
annual cash compensation (salary and bonus) in excess of certain Social         
Security benefits.   A participant's accrued benefit will be 100% vested when   
such participant attains age 65, suffers a total disability as defined in the   
Pension Plan or dies.   If a participant's employment is terminated for any     
reason other than retirement at age 65, total disability or death, he is        
entitled to receive the full balance in his voluntary account.  The portion of  
such participant's accrued benefit in his employer contribution account to      
which he will be entitled is based on the number of years of service            
completed.                                                                      

Below is a table showing estimated annual benefits payable upon         
termination in the form of a straight-life annuity to persons in specified      
compensation and years-of-service classifications.                              

Pension Plan Table              

                        Estimated Annual Retirement Benefits

Average Annual                                   Years of Service               

Compensation           15             20          25         30         35      

$125,000             $18,328       $24,438      $30,547    $36,657    $42,776   
150,000              22,416        29,888       37,359      44,832    52,304  
175,000              22,416        29,888       37,359      44,832    52,304  
200,000              22,416        29,888       37,359      44,832    52,304  
225,000              22,416        29,888       37,359      44,832    52,304  
250,000              22,416        29,888       37,359      44,832    52,304  
300,000              22,416        29,888       37,359      44,832    52,304  
400,000              22,416        29,888       37,359      44,832    52,304  
450,000              22,416        29,888       37,359      44,832    52,304  
500,000              22,416        29,888       37,359      44,832    52,304  

The following table sets forth for the named executive officers the     
estimated annual pension benefit (calculated by adding to the accrued benefit   
as of December 31, 1995 an estimate of the benefits that will accrue from       
January 1, 1996 to age 65) payable to such named executive officer and his      
credited service under the Pension Plan.                                        

                                                  Credited
                                                   Service
                      Estimated Annual             as of
Name                              Pension Benefit          December 31, 1995    

John A.  Powell                     $57,543                   29 years          
Thomas J.  Parry                     31,941                    5 years          
Ronald J.  Holmer                    14,421                    4 years          
Ernest Iannucci                      17,463                    2 years          
Benedict J.  Iacovetti               35,202                    3 years          

Employment Agreements with Named Executive Officers                             

Mr. Powell's employment agreement (the "Employment Agreement"),         
originally entered into in June 1989, provides for a base salary, an annual     
bonus, if applicable, based on a formula tied to the Company's performance and  
a discretionary bonus.  As amended in February 1996, the Employment Agreement   
calls for a base salary of $800,000.  The mandatory bonus is payable if and to  
the extent the Company's actual net income before taxes ("Actual Income")       
exceeds the net income before taxes targeted by the Company in its yearly       
budget ("Target Income").  If the ratio of Actual Income to Target Income (the  
"Ratio") is between 75% and 85%, the bonus is equal to 20% of Mr.  Powell's     
base salary; if the Ratio is between 85% and 100%, the bonus is 40% of such     
base; if the Ratio is between 100% and 115%, the bonus is 55% of such base;     
and if the Ratio is above 115%, the bonus is 65% of such base.  Under the       
terms of the Employment Agreement,  (i) Mr.  Powell's base salary is subject    
to annual adjustment based upon the greater of the increase in the consumer     
price index or the average percentage increase granted to the Company's         
salaried employees,  (ii) in the event of disability, Mr.  Powell is entitled   
to receive his full salary, bonus and other benefits during such disability     
and for a period of twenty-four  months after any termination on account        
thereof (plus participation in any group insurance arrangement for life),       
(iii) in the event that the Employment Agreement is terminated other than for   
good cause (or by Mr.  Powell under certain circumstances), Mr.  Powell is      
entitled to a severance payment equal to the greater of his base salary and     
bonus which would have been payable through the end of the then current term    
or two and one-half times Mr.  Powell's then current salary and bonus (in       
addition to benefits throughout the then current term and participation in any  
group insurance arrangement for life), and (iv) in the event that the           
Employment Agreement is not renewed at the end of a term, Mr.  Powell is        
entitled to a severance payment of up to two and one-half times his then        
current salary and bonus (plus participation in any group insurance             
arrangement for life).  In addition, Mr.  Powell is the owner of a $3 million   
split-dollar life insurance policy that is subject to the Employment            
Agreement.  The Employment Agreement provides that the Company shall pay all    
the premiums on such policy, subject to the Company's right to be reimbursed    
for such premiums.  The term of the Employment Agreement extends through March  
16, 1999 and renews automatically for successive five-year periods unless       
either party gives notice of termination prior to the end of the then current   
term.                                                                           

Mr.  Parry, Mr.  Holmer, Mr.  Iannucci and Mr. Iacovetti have entered   
into employment agreements with the Company pursuant to which their employment  
will continue on an "at-will" basis.  Such employment agreements further        
provide that upon the happening of certain events (including the acquisition    
of 10% or more of the Common Stock by a non-affiliate, a tender offer or the    
death or incapacity of John A.  Powell), the Company is required to escrow an   
amount equal to two years' salary of the employee.  Upon the occurrence of      
certain subsequent events (including a significant change in the Board of       
Directors of the Company, the replacement of John A.  Powell as chief           
executive officer or 20% or more of the Common Stock becoming owned by a        
non-affiliate), each such officer is entitled to receive such escrowed amount,  
payable in 12 monthly installments, in the event their employment is            
terminated within three years of the first triggering event other than for a    
good cause or as a result of certain unrelated circumstances (such as death or  
disability).                                                                    

COMPENSATION COMMITTEE AND OPTION COMMITTEE REPORT              
ON EXECUTIVE COMPENSATION               

The Compensation Committee is responsible for executive compensation    
other than compensation pursuant to the Company's stock option plans which is   
administered by the Company's Option Committee.  The Company's overall          
approach is to compensate executive officers within a range that it believes    
compares favorably with the Company's competitors while reflecting the          
Company's financial success from year to year and offering appropriate          
incentives for excellence in individual performance.  The three primary         
components of executive compensation are base salary, bonuses and stock         
options.                                                                        

The Company sets base salaries that it believes are in the mid-range of 
the salaries paid by its competitors.  The salary of John A. Powell, the        
Company's Chief Executive Officer, is fixed by contract as described below.     
In amending Mr. Powell's employment agreement in 1994, the Compensation         
Committee compared such salary to the salaries of chief executives contained    
in a report on executive compensation at eleven life/health and accident        
companies prepared by Arthur Andersen LLP and found that Mr. Powell's base      
salary was within the average range of the base salaries contained in such      
report.  Base salaries of the other executive officers were compared in 1993    
to the base salaries paid by insurance companies of similar size located in     
the northeastern United States, as published by LOMA, an industry service       
association.  While the job descriptions contained in such survey were not      
identical to those of the Company, the base salaries of the Company's           
executive officers were found to be within the range of those of the executive  
officers contained in the survey.  In consideration of the significant growth   
in the Company's assets, revenues and net income in 1995, increases in base     
salaries were granted to the Company's executive officers in 1995, generally    
on or about the particular officer's employment anniversary date.  The          
individual amounts of such increases were determined based upon the             
Compensation Committee's perception of each officer's contribution to the       
Company's performance.  While many of the companies contained in the foregoing  
compensation surveys are contained in the NASDAQ Insurance Index, the Company   
believes that its competitors for executive talent are not necessarily          
identical to those companies that should be used to compare shareholder         
return.  Formalized external salary comparisons were again conducted in         
January 1996 and will be utilized by the Company to set or adjust base          
salaries beginning in 1996.                                                     

To reward individual performance and create incentives in the short term
for Company performance, in addition to adjusting the base salaries, the        
Company maintains a bonus policy that authorizes certain funds to be set aside  
for cash bonuses if and to the extent the Company's annual pre-tax income       
exceeds the budget adopted by the Board of Directors for such year.  In 1995,   
the Company exceeded the budget set by the Board of Directors and the           
Compensation Committee allocated all of the monies available for bonuses.  The  
actual amount of an executive officer's base salary (within the range           
discussed above) as well as any individual bonus (except Mr. Powell's which is  
discussed below) is based upon the Compensation Committee's subjective view of  
each executive officer's contribution to the operations of the Company in       
terms of the efficient execution of their respective job functions, personnel   
management and initiative.  Discretionary bonuses are also awarded if the       
Board of Directors feels that the Company made strides in certain areas that    
were not necessarily reflected in the current year's earnings.                  

Stock options are granted to executive officers at the discretion of the
Option Committee to both reward past performance and to create a long-term      
incentive for the officers to work toward a goal of improving the Company's     
performance as evidenced by the market value of its Common Stock.  The actual   
amount of any option grant is based upon the Option Committee's subjective      
view of each executive officer's past performance and his or her potential      
contribution to the Company's future operations and may include, among other    
items, the executive officer's length of service and the amount of any          
previously granted options held by such executive officer.                      

By utilizing this overall approach, the Board of Directors believes that
the executive officers are appropriately compensated based on industry          
standards and are offered strong motivation to maintain and exceed the          
financial goals of the Company.                                                 

In the fiscal year ended December 31, 1995, Mr. Powell was paid his base
salary and the bonus specified under his employment agreement, which was an     
amount equal to 65% of his base salary based on the Company's earnings          
exceeding 115% of the targeted earnings for the year.  In addition, in          
recognition of the substantial growth in the Company's assets, premium and      
total revenues, and net income in 1995 and Mr. Powell's efforts in connection   
therewith, Mr. Powell was granted a discretionary bonus of $135,000.  Finally,  
to ensure that Mr. Powell continues to have a strong incentive to improve       
operations of the Company in the future, and having considered the number of    
options Mr. Powell then held, the Company granted Mr. Powell options to         
purchase 300,000 shares of Common Stock.                                        

Section 162(m) of the Internal Revenue Code of 1986, as amended         
("Section 162(m)") generally imposes a $1,000,000 limit on the amount of        
compensation deductible by the Company that it pays to certain executive        
officers except for qualified "performance-based compensation."  Compensation   
attributable to options granted under the various stock option plans currently  
in effect, including the 1996 Stock Option Plan, if approved, are expected to   
qualify for deductibility under Section 162(m).  The Compensation Committee     
monitors the effect of Section 162(m) on the deductibility of such              
compensation paid by the Company and intends to optimize the deductibility of   
such compensation to the extent deductibility is consistent with the            
objectives of the executive compensation program.  The Compensation Committee,  
however, intends to weigh the benefits of full deductibility with the           
objectives of the executive compensation program and, if the Compensation       
Committee believes to do so is in the best interests of the Company and its     
shareholders, will make compensation arrangements that may not be fully         
deductible due to Section 162(m).                                               

Compensation Committee                      Option Committee                    
Arnold H. Keehn                             Walter J.  Diener                   
Walter E. Conrad                            Arnold H. Keehn                     
Alice E. Powell                                                                 
John A. Powell, Ex-Officio                                                      

COMPENSATION COMMITTEE INTERLOCKS               
AND INSIDER PARTICIPATION               

The members of the Compensation Committee during 1995 were Arnold H.    
Keehn, Walter E. Conrad, Alice E. Powell and John A. Powell, ex-officio.  The   
members of the Option Committee from January to May 30, 1995 were Walter J.     
Diener and Walter E. Conrad and from May 31, 1995 through the present were      
Walter J. Diener and Arnold H. Keehn.  Other than John A. Powell, the           
Company's President, Chairman and Chief Executive Officer, who is an            
ex-officio member of the Compensation Committee, during 1995, no officer,       
former officer or employee of the Company or any subsidiary of the Company      
served on the Company's Compensation Committee or on the Option Committee.  As  
an ex-officio member of the Compensation Committee, Mr. Powell does not         
participate in any discussions or vote on any proposal regarding his own        
salary, benefits or other compensation.  Other than the foregoing, Mr. Powell   
has no limitation on his activities on the Compensation Committee as a result   
of his ex-officio status.                                                       

During 1995, Walter E. Conrad received $109,117 in gross compensation   
attributable to his equity interest in two insurance agencies that were         
compensated by the Company and/or a subsidiary of the Company based on          
insurance policies of the Company written through such agencies.                

AMERICAN TRAVELLERS CORPORATION               
STOCK PERFORMANCE               

Set forth below is a line graph comparing the yearly percentage change  
in the cumulative total shareholder return on the Company's Common Stock        
against the cumulative return of the S & P Composite 500 Stock Index and the    
NASDAQ Insurance Index for the five-year period ended December 31, 1995.        

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*              
AMONG AMERICAN TRAVELLERS CORPORATION,              
THE S & P 500 INDEX AND THE NASDAQ INSURANCE INDEX              

           Cumulative Total Return

                           12/90   12/91  12/92  12/93 12/94 12/95

American Travellers                100      94     64    101   138   237        

S & P Index                        100     130     140   155   157   215        

NASDAQ Insurance Index             100     141     191   204   192   273        

*   $100 INVESTED ON 12/31/90 IN STOCK OR INDEX   INCLUDING REINVESTMENT        
OF DIVIDENDS.  FISCAL YEAR ENDING DECEMBER 31.                                  

PROPOSED AMENDMENT TO THE COMPANY'S         
ARTICLES OF INCORPORATION         

General                                                                         

The Company's Board of Directors has unanimously approved, and has voted
to recommend that the shareholders approve, an amendment to Article 5(a) of     
the Company's Articles of Incorporation to increase the number of shares of     
Common Stock that the Company is authorized to issue from 37,500,000 to         
50,000,000 (the "Proposed Charter Amendment").  The affirmative vote of a       
majority of the votes cast by all shareholders entitled to vote thereon is      
required to approve the adoption of the Proposed Charter Amendment.  If         
adopted by the shareholders at the meeting, the Proposed Charter Amendment      
will become effective upon its filing with the Department of State of the       
Commonwealth of Pennsylvania.                                                   

Operation and Effect of the Proposed Charter Amendment                          

At present, Article 5(a) of the Company's Articles of Incorporation   
authorizes the Company to issue 37,500,000 shares of Common Stock, $.01 par     
value and 5,000,000 shares of Preferred Stock, $.01 par value per share.  As    
of the date hereof, 16,242,196 shares of Common Stock are outstanding and       
8,403,564 shares are reserved for issuance upon the exercise of stock options   
or conversion of outstanding convertible subordinated debentures. Additionally, 
the Company may issue Common Stock pursuant to a share rights plan that is in   
place although no shares of Common Stock have been reserved therefor.  No       
shares of Preferred Stock have been issued.  Holders of Common Stock have no    
preemptive rights to subscribe for any securities of the Company.  If the       
Proposed Charter Amendment is adopted, the Board of Directors will have the     
right to issue the additional shares of Common Stock for such consideration as  
it deems appropriate and without further approval of the shareholders except    
as mandated by Pennsylvania law.  The issuance of additional shares of Common   
Stock could result in dilution to shareholders since shareholders of the        
Company have no preemptive rights.                                              

Reasons for the Proposed Charter Amendment                                      

  As of the date hereof, the Company has approximately 12,854,240 additional
shares of Common Stock available for issuance.  In the opinion of the Board of  
Directors, it is desirable to increase the number of shares of Common Stock     
which the Company has the authority to issue to aid the Company in future       
financing, to provide funds to enable the Company to increase the capital and   
surplus of its insurance subsidiaries, to afford the Company added flexibility  
to take advantage of attractive business opportunities if they should become    
available and for other proper purposes.  The Company has no present contracts  
or agreements with respect to the issuance of any of the shares of Common       
Stock that would be authorized by the Proposed Charter Amendment, however, the  
Company may consider issuing additional Common Stock in the near future         
depending on market and other considerations.                                   

 The text of present Article 5(a) and Article 5(a) as it is proposed to be
amended are set forth below:                                                    

Present:                                                                

"5(a).  The aggregate number of shares of stock which the     
Corporation shall have the authority to issue is 37,500,000   
shares of Common Stock, $.01 par value per share, and         
5,000,000 shares of Preferred Stock, $.01 par value per       
share."                                                       

As amended, if the Proposed Charter Amendment is adopted:               

"5(a).  The aggregate number of shares of stock which the     
Corporation shall have the authority to issue is 50,000,000   
shares of Common Stock, $.01 par value per share, and         
5,000,000 shares of Preferred Stock, $.01 par value per       
share."                                                       

Vote Required to Approve the Proposed Charter Amendment                         

  The affirmative vote of a majority of the votes represented at the meeting
and entitled to vote thereon is required to approve the Proposed Charter        
Amendment.                                                                      

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.             

APPROVAL OF THE 1996 STOCK OPTION PLAN          

The 1996 Plan                                                                   

 On March 14, 1996, the Board of Directors adopted, subject to approval by
the shareholders, the 1996 Stock Option Plan (the "1996 Plan") which enables    
the Company to grant incentive stock options (within the meaning of Section     
422 of the Code) and nonqualified stock options (in any combination subject to  
the terms of the 1996 Plan) to purchase up to an aggregate maximum of           
2,000,000 shares of the Company's Common Stock to employees and persons with    
managerial, professional or supervisory responsibilities, including but not     
limited to, members of the Board of Directors, officers of, and consultants     
to, the Company, responsible for the past and continued success of the          
Company.  As used herein with respect to the 1996 Plan, the "Company"           
includes subsidiaries of the Company.  The purpose of the 1996 Plan is to       
enable the Company to attract and retain persons of ability as directors,       
officers, employees and consultants and to motivate such persons to use their   
best efforts on behalf of the Company by providing them with an equity          
participation in the Company.  Approximately 384 persons are eligible for       
selection to receive stock options pursuant to the terms of the 1996 Plan.  At  
April 12, 1996, the market price of the Common Stock was $ 18 3/4 per share.    
The full text of the 1996 Plan is set forth in Exhibit "A" hereto, and the      
following description is qualified in its entirety by reference to Exhibit      
"A."                                                                            

The 1996 Plan is administered by the Option Committee appointed by the  
Board of Directors, which Committee currently consists of two members who are   
members of the Board of Directors of the Company and who are "disinterested     
persons" within the meaning of Rule 16b-3 promulgated under the Securities      
Exchange Act of 1934, as amended (the "Exchange Act") and are deemed to be      
"outside directors" within the meaning of Section 162(m) of the Code and the    
regulations promulgated thereunder (the "Committee").  The current members of   
the Committee are Walter J. Diener and Arnold H. Keehn.  The Committee has the  
authority to determine, subject to the provisions and conditions of the 1996    
Plan, the number of shares to be subject to options granted pursuant to the     
1996 Plan and the terms and conditions thereof, including the duration of       
options and to select the persons to whom options other than Formula Awards     
(hereinafter defined) are granted.  The Committee is authorized to adopt,       
amend and rescind rules relating to the administration of the 1996 Plan.        
The 1996 Plan provides that if a stock option or portion thereof shall expire   
or is terminated, cancelled or surrendered for any reason without being         
exercised in full, the unpurchased shares of Common Stock that were subject to  
such stock option or portion thereof shall be available for future grants of    
stock options under the 1996 Plan.                                              

Incentive stock options may be granted for a term of up to five years in
the case of optionees who own in excess of 10% of the combined voting power of  
all classes of the Company's stock and up to 10 years, in the Committee's sole  
discretion, in the case of all other optionees.  Nonqualified stock options     
may be granted for a term of up to 10 years.                                    

Participants and Grants                                                         

  Stock options other than Formula Awards may be granted by the Committee to
those persons who the Committee determines have the capacity to make a          
substantial contribution to the success of the Company.  The Committee may      
grant stock options other than Formula Awards to purchase such number of        
shares of Common Stock  (subject to the limitations set forth in the 1996       
Plan) as the Committee may, in its sole discretion, determine.  In granting     
stock options other than Formula Awards under the 1996 Plan, the Committee, on  
an individual basis, may vary the number of incentive stock options or          
non-qualified stock options as between Participants (hereinafter defined) and   
may grant incentive stock options and/or non-qualified stock options to a       
Participant in such amounts as the Committee may determine in its sole          
discretion; provided, that, no Participant may be granted stock options         
in any year (a consecutive 12-month period) to purchase in excess of 750,000    
shares of Common Stock.  A "Participant" is a person to whom a stock option     
other than a Formula Award has been granted.                                    

 Incentive stock options may be granted to purchase Common Stock under the
1996 Plan only to employees of the Company at not less than the fair market     
value of the shares as of the date of grant (or 110% of fair market value in    
the case of any officer or employee holding in excess of 10% of the combined    
voting power of all classes of the Company's stock as of the date of grant).    
To the extent that an optionee is granted incentive stock options under the     
1996 Plan to purchase Common Stock having a fair market value (determined as    
of the date of grant) which exceeds $100,000 with respect to incentive stock    
options which are exercisable for the first time by such optionee in any        
calendar year under all stock option plans of the Company, such excess stock    
options will be treated as nonqualified stock options.                          

The 1996 Plan can be amended, suspended, reinstated or terminated by the
Board of Directors; provided, however, that i) no amendment shall be made more  
than once every six months that would change the amount, price or timing of     
the Formula Awards, and ii) without approval of the Company's shareholders, no  
amendment shall be made that (a) increases the maximum number of shares of      
Common Stock that may be subject to stock options granted under the 1996 Plan,  
except for specified adjustment provisions, (b) extends the term of the 1996    
Plan, (c) increases the period during which a stock option may be exercised     
beyond 10 years from the date of the grant, (d) materially increases the        
benefits accruing to Participants or Eligible Directors (hereinafter defined)   
under the 1996 Plan, (e) materially modifies the requirements as to             
eligibility for participation in the 1996 Plan, (f) changes the maximum number  
of shares of Common Stock for which options may be granted to any Participant   
during any year (a consecutive 12-month period, except for specified            
adjustment provisions), or (g) will cause stock options granted under the 1996  
Plan to fail to meet the requirements of Rule 16b-3 under the Exchange Act.     
Unless previously terminated by the Board of Directors, the 1996 Plan will      
terminate on March 13, 2006, and no additional options may be granted after     
that date.                                                                      

Options are not assignable or transferable except by will or the laws of
intestate succession.  Options other than Formula Awards may be exercised by    
the optionee (or the optionee's legal representative) only while the optionee   
is employed by the Company (except in the case of an optionee who is an         
Eligible Director), or within six months after termination of employment due    
to a permanent disability or three months after termination of employment due   
to retirement.  The executor or administrator of a deceased optionee's estate   
or a decedent's distributee shall be entitled to exercise the option until six  
months after the decedent's death.  Options expire immediately in the event an  
optionee is terminated with or without cause or resigns; provided, however, in  
the event the Company terminates the employment of an optionee who at the time  
of such termination was an officer of the Company and had been continuously     
employed by the Company during the five-year period immediately preceding such  
termination, for any reason except "good cause" (as defined in the 1996 Plan),  
each stock option held by such optionee (which had not then previously lapsed   
or terminated and which had been held by such optionee for more than six        
months prior to such termination) shall become immediately exercisable as to    
the total number of shares of Common Stock and shall remain so exercisable for  
a period of three months after such termination unless such option expires      
earlier by its terms.  In the event of the termination of a Participant's       
service as a director of the Company, who at the time of such termination was   
an Eligible Director and had continuously served as a director of the Company   
during the five-year period immediately preceding such termination, and         
such termination is for any reason except for such Participant's death or       
total disability or the removal of such Participant as director (by the         
shareholders, the Board of Directors or otherwise) for "good cause" (as         
defined in the 1996 Plan), each stock option held by such Participant (which    
has not previously lapsed or terminated and which has been held by such         
Participant for more than six months prior to such termination) shall           
immediately become fully exercisable as to the total number of shares of        
Common Stock subject thereto (whether or not exercisable to that extent at the  
time of such termination) and shall remain so exercisable for a period of       
three months after such termination unless such stock option expires            
earlier by its terms.  All aforementioned exercise periods set forth in this    
paragraph are subject to the further limitation that the option shall not, in   
any case, be exercisable beyond the stated expiration date of such option.      

  The purchase price and the number and kind of shares that may be purchased
upon exercise of an option are subject to adjustment in certain events,         
including any stock splits, recapitalizations and reorganizations.  If any      
portion of an option terminates or lapses unexercised, the shares that were     
subject to the unexercised portion will continue to be subject to the 1996      
Plan, and new options may be granted in respect of such shares.                 

Formula Awards to Eligible Directors                                            

The 1996 Plan reserves up to 50,000 shares of the presently authorized  
shares for the issuance of Formula Awards to certain nonemployee directors of   
the Company.                                                                    

The 1996 Plan provides for the grant of options annually to "Eligible   
Directors," defined as the members of the Company's Board of Directors who are  
not otherwise employees of the Company.  The shares issued pursuant to Formula  
Awards may be shares currently authorized but unissued or currently held or     
subsequently acquired by the Company as treasury shares.                        

The 1996 Plan provides that an option to purchase 1,500 shares of Common
Stock shall be granted automatically each year, immediately following the       
annual meeting of the Company's shareholders to each director, who is an        
Eligible Director at such time, immediately following such annual meeting       
beginning with the 1996 Annual Meeting of shareholders (each, a "Formula        
Award").  Notwithstanding the foregoing,  Formula Awards will not be granted    
under the 1996 Plan until formula awards under the Company's 1993 Stock Option  
Plan and 1995 Stock Option Plan are exhausted.                                  

The option exercise price per share for a Formula Award shall be the    
average of the fair market value for the fifth through the ninth "business      
days" (defined in the 1996 Plan as those days on which the Nasdaq National      
Market is open for trading) following the date of grant.  For purposes of the   
preceding sentence, fair market value is defined as the mean of the high and    
low per share trading prices for the Common Stock as reported in The Wall       
Street Journal for Nasdaq National Market composite transactions.               

Except as otherwise provided in the 1996 Plan, a Formula Award shall    
immediately vest upon the grant of the Formula Award.  A Formula Award shall    
become exercisable immediately upon vesting for all directors who have served   
as Directors of the Company for a total of five consecutive years as of the     
date of the grant.  If a director has not served as a director of the Company   
for such period, the Formula Award shall become exercisable according to the    
following schedule:                                                             

Period of Optionee's Continuous Service               Portion of Formula        
as a Director of the Company                       Award that is    
Following the Date of the Grant                       Exercisable 

Twelve months                                              33 1/3%              

Eighteen months                                            66 2/3%              

Twenty-Four months                                          100%                

Except as otherwise provided in the 1996 Plan, any Formula Award, to the
extent the same is exercisable in accordance with the 1996 Plan, is             
exercisable in whole or in part at any time or from time to time until the      
expiration or termination in accordance with the 1996 Plan by written notice,   
signed by the person exercising the Formula Award, to the Company stating the   
number of shares with respect to which the Formula Award is being exercised,    
accompanied by payment in full of the exercise price for the number of shares   
to be purchased.  The date both such notice and payment are received by the     
office of the Secretary of the Company shall be the date of exercise of the     
Formula Award as to such number of shares.  Notwithstanding any provision to    
the contrary, no Formula Award may at any time be exercised with respect to a   
fractional share.                                                               

Each Formula Award not earlier terminated shall expire 10 years from its
date of grant.  In the event of the termination of a Formula Award holder's     
service as a director of the Company, by reason of his or her removal as        
director (by the shareholders, the Board of Directors or otherwise) the         
then-outstanding Formula Awards of such holder (whether or not then             
exercisable) shall automatically expire on (and may not be exercised on) the    
effective date of such termination.  In the event of the termination of a       
Formula Award holder's service as a director of the Company by reason of        
retirement or total and permanent disability, the then-outstanding Formula      
Awards of such holder shall become exercisable, to the full extent of the       
number of shares remaining covered by such Formula Awards, regardless           
of whether such Formula Awards were previously exercisable, and each such       
Formula Award shall expire one year after the date of such termination or on    
the stated grant expiration date, whichever is earlier.  For purposes of the    
1996 Plan, the term "by reason of retirement" means (i) mandatory retirement    
pursuant to Board policy, or (ii) termination of service on or after such       
holder's 65th birthday.  In the event of the death of a Formula Award holder    
while the holder is a director of the Company, the then-outstanding Formula     
Awards of such holder shall become exercisable, to the full extent of the       
number of shares remaining covered by such Formula Awards, regardless of        
whether such Formula Awards were previously exercisable, and each such Formula  
Award shall expire one year after the date of death of such holder or on the    
stated grant expiration date, whichever is earlier.  In the event of the        
termination of a Formula Award holder's service as a director for any reason    
other than as described above, including without limitation, expiration of the  
director's term in office (without renomination or reelection) or by            
resignation, the then outstanding Formula Awards of such holder shall become    
exercisable, to the full extent of the number of shares of Common Stock         
remaining covered by such Formula Awards were previously exercisable, and each  
such Formula Award shall expire three months after the effective date of such   
termination.                                                                    

The right of any holder of a Formula Award to exercise a Formula Award  
shall, during the lifetime of such holder, be exercisable only by such holder   
or pursuant to a qualified domestic relations order as defined by the Code or   
Title I of the Employee Retirement Income Security Act, or the rules            
thereunder (a "QDRO") and shall not be assignable or transferable by such       
holder other than by will or the laws of descent and distribution or a QDRO.    

Neither the recipient of a Formula Award nor such recipient's successors
in interest shall have any rights as a shareholder of the Company with respect  
to any shares of Common Stock subject to a Formula Award granted to such        
recipient until the date of issuance of a stock certificate evidencing such     
shares upon their purchase pursuant to such Formula Award.  Neither the 1996    
Plan, nor the granting of a Formula Award, nor any other action taken pursuant  
to the 1996 Plan shall constitute or be evidence of any agreement or            
understanding, express or implied, that an Eligible Director has a right to     
continue as a director of the Company for any period of time or at any          
particular rate of compensation.                                                

The aggregate number of shares with respect to which a Formula Award may
be granted to an Eligible Director under the 1996 Plan, the number and class    
of shares subject to each outstanding Formula Award, and the exercise price     
per share specified in each such Formula Award shall be proportionately         
adjusted for any increase or decrease in the number of issued shares of Common  
Stock resulting from a split-up or consolidation of shares or any like capital  
adjustment or the payment of any stock dividend, or other increase or decrease  
in the number of such shares effected without receipt of consideration by the   
Company.  Notwithstanding any provision to the contrary, no Formula Award       
shall be granted on a date when the number of shares of Common Stock            
authorized for issuance pursuant to the 1996 Plan and then available for        
issuance pursuant to new Formula Awards is less than the aggregate number of    
such shares that would be issuable pursuant to Formula Awards otherwise         
required to be granted on such date, assuming the full vesting and exercise of  
such Formula Awards.  In the event Formula Awards are not granted as a          
result of the application of the aforementioned limitations, no Formula Awards  
shall thereafter be granted pursuant to the 1996 Plan.                          

Certain Federal Tax Aspects of the Plan                                         

  Set forth below is a general summary of certain Federal income tax aspects
of the 1996 Plan.  State and local income and other tax consequences are not    
discussed and may vary from state to state.                                     

Tax Deductibility Under Code Section 162(m).  Section 162(m) of the Code
disallows a public company's deductions for employee remuneration exceeding     
$1,000,000 per year for certain executives, but contains an exception for       
qualified "performance-based compensation."  In December 1995, the Internal     
Revenue Service issued final regulations interpreting this provision.  The      
1996 Plan has been drafted and is intended to be administered to enable         
compensation represented by stock options granted under the 1996 Plan to        
qualify as "performance-based compensation," and the discussion below assumes   
that such compensation will so qualify.                                         

Nonqualified Stock Options and Formula Awards.  For Federal income tax  
purposes, the recipient of a nonqualified option (including Formula Awards)     
granted under the 1996 Plan will not recognize any income for Federal income    
tax purposes upon the grant of the option, nor will the Company then be         
entitled to any deduction.  Generally, upon exercise of a nonqualified option,  
the optionee will recognize ordinary income, and the Company will be entitled   
to a deduction, in an amount equal to the excess of the fair market value of    
the stock at the date of exercise over the exercise price of the option.  An    
optionee's basis in the stock acquired pursuant to a nonqualified option, for   
purposes of determining his gain or loss on his subsequent disposition of the   
shares, will generally be equal to the fair market value of the stock on the    
date of exercise of the nonqualified option.                                    

Optionees who are subject to the short-swing profits restrictions of    
Section 16(b) of the Exchange Act, unless they elect within 30 days of          
exercising a nonqualified stock option to be taxed as of the time of such       
exercise (on the basis of the fair market value of the stock at such time),     
are permitted to defer the recognition of income realized from the exercise     
until the earlier of (i) the expiration of the six-month period under Section   
16(b), or (ii) the first day on which the sale of such stock at a profit will   
not subject the optionee to suit.                                               

 Incentive Stock Options.  An employee generally recognizes no income when
an incentive stock option is granted to him or when that option is exercised.   
It should be noted, however, that for purposes of the alternative minimum tax 
under Section 55 of the Code, an incentive stock option is treated as a         
nonqualified stock option.  Generally, upon a disposition of shares acquired    
pursuant to an incentive stock option, the optionee will recognize long-term    
capital gain and the Company will not be entitled to a deduction as long as     
the optionee does not dispose of the shares, either (i) within two years after  
the grant of the option, or (ii) within one year after the exercise of the      
option.  However, if the optionee does not satisfy these holding periods, the   
optionee will recognize ordinary income upon such a disposition equal to the    
lesser of (i) the excess of the fair market value of the shares at the time of  
exercise over the exercise price paid for such shares, or (ii) the gain         
realized upon such disposition.  The Company will be entitled to a deduction    
only to the extent the optionee must recognize ordinary income.                 

Taxation of Capital Gains and Ordinary Income.  Presently, the maximum  
Federal income tax rate for individuals applicable to long-term capital gains   
is 28%, whereas the maximum effective Federal income tax rate for individuals   
applicable to ordinary income is 39.6%.  Capital losses generally are only      
deductible against capital gains and, for individuals, a limited amount         
($3,000 per year) of ordinary                                                   
income.                                                                         

Vote Required for Approval of the 1996 Plan                                     

  The affirmative vote of a majority of the votes represented at the meeting
and entitled to vote thereon is required to adopt the 1996 Plan.                

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE        
1996 PLAN.                                                                      

INDEPENDENT ACCOUNTANTS         

The firm of Arthur Andersen LLP acted as independent accountants for the
Company for its fiscal year ended December 31, 1995.  It is anticipated that a  
representative or representatives of Arthur Andersen LLP will be present at     
the meeting to make a statement if they desire to do so and to respond to       
appropriate questions.  Although it is expected that the Company's independent  
accountants for its fiscal year ending December 31, 1996 will continue to be    
Arthur Andersen LLP, the Company wishes to maintain its discretion during the   
year as to selection of its independent accountants.  Accordingly, no           
selection has been made and the Board of Directors has reserved the right to    
consider the appointment of another firm.                                       

DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS TO          
BE INCLUDED IN MANAGEMENT'S PROXY AND           
PROXY STATEMENT FOR THE NEXT ANNUAL MEETING OF SHAREHOLDERS         

In order for proposals of shareholders to be set forth in the Company's 
proxy statement for the 1997 Annual Meeting of Shareholders, shareholders must  
present their proposals to the Company no later than December 20, 1996.         

OTHER MATTERS         

The Board of Directors does not know of any other matters (other than   
procedural matters) to be presented at the meeting.  If any other matters       
properly come before the meeting, the persons named in the accompanying proxy   
will vote on such matters in accordance with their best judgment.               

The expenses of soliciting proxies in the form included with this proxy 
statement and the cost of preparing, assembling and mailing material in         
connection with such solicitation of proxies will be borne by the Company.  In  
addition to the use of mail, the Company's directors, executive officers and    
employees may solicit proxies personally or by telephone or telegraph.  The     
Company may reimburse brokerage firms and other custodians, nominees or         
fiduciaries for their reasonable expenses in forwarding proxy materials to the  
beneficial owners of shares.                                                    

  A form of proxy is enclosed for your use.  Please complete, date, sign and
return the proxy at your earliest convenience in the enclosed envelope, which   
requires no postage if mailed in the United States.  A prompt return of your    
proxy will be appreciated.                                                      

   By Order of the Board of Directors,

/s/ Susan T. Mankowski          

Susan T. Mankowski              
Secretary                       

Bensalem, Pennsylvania                                                          
April 19, 1996                                                                  

                                                 EXHIBIT "A"

AMERICAN TRAVELLERS CORPORATION         

1996 STOCK OPTION PLAN          

1.   PURPOSES OF THE PLAN                                               

    The purposes of this 1996 Stock Option Plan are to enable American
       Travellers Corporation and its Subsidiaries to attract and retain the
     services of key employees and persons with managerial, professional
 or supervisory responsibilities, including, but not limited to,
     members of the Board of Directors, officers of, and consultants to,
    the Company, responsible for the past and continued success of the
Company, and to provide them with increased motivation and    
   incentive to exert their best efforts on behalf of the Company by
enlarging their personal stake in its success.                

2.   GENERAL PROVISIONS                                                 

2.1  Definitions                                              

As used in the Plan:                                

           (a)  "Act" means the Securities Exchange Act of 1934, including
any and all amendments thereto.           

         (b)  "Board of Directors" means the Board of Directors of the
Company.                                  

        c  "Code" means the Internal Revenue Code of 1986, including
any and all amendments thereto.           

          (d)  "Committee" means the committee appointed by the Board of
                 Directors from time to time to administer the Plan pursuant
to Section 2.2.                           

          (e)  "Common Stock" means the Company's Common Stock, $.01 par
value.                                    

   (f)  "Company" means American Travellers Corporation, a
Pennsylvania corporation.                 

          (g)  "Eligible Director" means a member of the Company's Board
          of Directors who is not otherwise an employee of the
Company or any Subsidiary.            

            (h)  "Fair Market Value" means, with respect to a specific date,
             the last reported sale price of the Common Stock in the
                 over-the-counter market, as reported by NASDAQ; however, if
        the Common Stock is listed or traded on a national
                securities exchange on the date Fair Market Value is being
                determined, Fair Market Value shall mean the last reported
                 sale price of Common Stock on such exchange, as reported by
               a responsible reporting service the Committee selects; or
              if there are no transactions in the Common Stock on such
              day, then Fair Market Value shall mean the last reported
            sale price of the Common Stock in the over-the-counter
        market or on such exchange, as the case may be, on
                the last preceding day on which there was a transaction in
         the Common Stock.  In the event the Common Stock is
         not so listed or traded on a date Fair Market Value
     is being determined, Fair Market Value shall be
       determined on the basis of an average of the fair
           market values as of such date as determined by two or
    more independent and well-qualified experts in
            the appraisal of stock values, or on the basis of such
other method as the                       
                 Committee shall, in good faith, determine to be reasonable.

          (I)  "Formula Award" means an option grant made to an Eligible
Director pursuant to Section 4.2.         

           (j)  "Incentive Stock Option" means an option granted under the
             Plan which is intended to qualify as an incentive stock
option under Section 422 of the Code.     

      (k)  "NASDAQ" means the National Association of Securities
Dealers, Inc. Automated Quotation System. 

           (l)  "Non-Qualified Stock Option" means an option granted under
      the Plan which is not an Incentive Stock Option.

          (m)  "Participant" means a person to whom a Stock Option other
           than a Formula Award has been granted under the Plan.

(n)  "Plan" means this 1996 Stock Option Plan.      

           (o)  "Rule 16b-3" means Rule 16b-3 promulgated under the Act or
any successor Rule.                       

    (p)  "Stock Option" means an Incentive Stock Option or a
        Non-Qualified Stock Option granted under the Plan.

            (q)  "Subsidiary" means any corporation (other than the Company)
             in an unbroken chain of corporations beginning with the
          Company if, at the time of the granting of the Stock
          Option, each of the corporations other than the last
               corporation in the unbroken chain owns 50% or more of the
              total voting power of all classes of stock in one of the
other corporations in such chain.         

2.2  Administration of the Plan                               

            (a)  The Plan shall be administered by the Committee which shall
              at all times consist of two (2) or more persons, each of
            whom shall be members of the Board of Directors.  Each
               member of the Committee shall be a "disinterested person"
             (as such term is defined in Rule 16b-3) and an "outside
                director" within the meaning of Section 162(m) of the Code
          and any regulations issued thereunder.  The Board of
                 Directors may from time to time remove members from, or add
             members to, the Committee.  Vacancies on the Committee,
       howsoever caused, shall be filled by the Board of
               Directors.  The Committee shall select one of its members
               as Chairperson, and shall hold meetings at such times and
places as it may determine.               

        (b)  The Committee shall have the full power, subject to and
          within the limits of the Plan, to: (i) interpret and
              administer the Plan, and Stock Options granted under it;
           (ii) make and interpret rules and regulations for the
           administration of the Plan and to make changes in and
               revoke such rules and regulations (and in the exercise of
            this power, shall generally determine all questions of
          policy and expediency that may arise and may correct
           any defect, omission, or inconsistency in the Plan or
     any agreement evidencing the grant of any Stock
        Option in a manner and to the extent it shall deem
        necessary to make the Plan fully effective); (iii)
              determine those persons to whom Stock Options other than
       Formula Awards shall be granted and the number of
              Stock Options other than Formula Awards to be granted to
           any person; (iv) determine the terms of Stock Options
            granted under the Plan, consistent with the provisions
   of the Plan; and (v) generally, exercise such
         powers and perform such acts in connection with the
          Plan as are deemed necessary or expedient to promote
the best interests of the Company.  The   
             interpretation and construction by the Committee of any
           provision of the Plan or of any Stock Option shall be
final, binding and conclusive.            

        (c)  The Committee may act only by a majority of its members
              then in office; however, the Committee may authorize any
          one (1) or more of its members or any officer of the
           Company to execute and deliver documents on behalf of
the Committee.                            

          (d)  No member of the Committee shall be liable for any action
                taken or omitted to be taken or for any determination made
               by him or her in good faith with respect to the Plan, and
               the Company shall indemnify and hold harmless each member
             of the Committee against any cost or expense (including
           counsel fees) or liability (including any sum paid in
               settlement of a claim with the approval of the Committee)
           arising out of any act or omission in connection with
              the administration or interpretation of the Plan, unless
          arising out of such person's own fraud or bad faith.

2.3  Effective Date                                           

          The Plan is and shall be effective March 14, 1996, the date of
            its adoption by the Board of Directors, and Stock Options may be
      granted from time to time thereafter, subject, however, to
            approval of the Plan by the affirmative vote of the holders of a
           majority of the shares of the Common Stock present in person or
     by proxy and entitled to vote at an annual meeting of the
      shareholders of the Company or at a special meeting of the
           shareholders of the Company expressly called for such purposes,
          or any adjournments thereof, held on or before March 13, 1997.
         If the Plan is not approved at such annual or special meeting
          or at any adjournments thereof, the Plan and all Stock Options
     previously granted thereunder shall become null and void.

2.4  Duration                                                 

          If approved by the shareholders of the Company, as provided in
            Section 2.3, unless sooner terminated by the Board of Directors,
 the Plan shall remain in effect until March 13, 2006.

2.5  Shares Subject to the Plan                               

     The maximum number of shares of Common Stock which may be
    subject to Stock Options granted under the Plan shall be
        2,000,000, of which the number of such shares which shall be
     available for issuance pursuant to Formula Awards made to
   Eligible Directors under the Plan shall be 50,000.  The
Stock Options and Formula Awards shall be subject to
 adjustment in accordance with Section 4.11 or 5.1, as
       appropriate, and shares to be issued upon exercise of Stock
   Options and Formula Awards may be either authorized and
    unissued shares of Common Stock or authorized and issued
shares of Common Stock purchased or acquired by the 
        Company for any purpose.  If a Stock Option or Formula Award
          or portion thereof shall expire or is terminated, cancelled or
       surrendered for any reason without being exercised in full,
    the unpurchased shares of Common Stock that were subject
to such Stock Option or Formula Award or portion    
            thereof shall be available for future grants of Stock Options or
Formula Awards, as the case may be, under the Plan. 

2.6  Amendments                                               

            The Plan may be suspended, terminated or reinstated, in whole or
         in part, at any time by the Board of Directors.  The Board of
            Directors may from time to time make such amendments to the Plan
          as it may deem advisable, including, with respect to Incentive
      Stock Options, amendments deemed necessary or desirable to
          comply with Section 422 of the Code and any regulations issued
         thereunder; provided, however, that (i) no amendment shall be
          made more than once every six (6) months that would change the
           amount, price or timing of Formula Awards, and (ii) without the
        approval of the Company's shareholders no amendment shall be
made that:                                          

            (a)  Increases the maximum number of shares of Common Stock that
               may be subject to Stock Options or Formula Awards granted
               under the Plan (other than as provided in Section 4.11 or
5.1, as appropriate); or                  

(b)  Extends the term of the Plan; or               

        (c)  Increases the period during which a Stock Option may be
                exercised beyond ten (10) years from the date of grant; or

        (d)  Otherwise materially increases the benefits accruing to
           Participants or Eligible Directors under the Plan; or

           (e)  Materially modifies the requirements as to eligibility for
participation in the Plan; or             

         (f)  Changes the maximum number of shares of Common Stock for
                which options may be granted to any Participant during any
               year (a consecutive twelve (12) month period) (other than
as provided in Section 5.1); or           

           (g)  Will cause Stock Options granted under the Plan to fail to
meet the requirements of Rule 16b-3.      

            Except as otherwise provided herein, termination or amendment of
       the Plan shall not, without the consent of a Participant or
    Eligible Director, affect such Participant's or Eligible
     Director's rights under any Stock Option or Formula Award
           previously granted to such Participant or Eligible Director, as
the case may be.                                    

2.7  Participants and Grants                                  

          Stock Options may be granted by the Committee to those persons
    who the Committee determines have the capacity to make a
        substantial contribution to the success of the Company.  The
        Committee may grant Stock Options to purchase such number of
 shares of Common Stock (subject to the limitations of
      Section 2.5) as the Committee may, in its sole discretion,
    determine. Notwithstanding the foregoing, no Participant
     shall be granted Stock Options in any year (a consecutive
twelve (12) month period) to purchase in excess of  
          750,000 shares of Common Stock. In granting Stock Options, the
     Committee, on an individual basis, may vary the number of
  Incentive Stock Options or Non-Qualified Stock Options
 as between Participants and may grant Incentive Stock
          Options and/or Non-Qualified Stock Options to a Participant in
   such amounts as the Committee may determine in its sole
discretion.                                         

3.   STOCK OPTIONS                                                      

3.1  General                                                  

          All Stock Options granted under the Plan shall be evidenced by
          written agreements executed by the Company and the Participant
         to whom granted and dated as of the applicable date of grant,
      which agreement shall state the number of shares of Common
      Stock which may be purchased upon the exercise thereof and
  shall contain such investment representation and other
  terms and conditions as the Committee may from time to
          time determine, or, in the case of Incentive Stock Options, as
    may be required by Section 422 of the Code, or any other
         applicable law.  Each such grant shall be signed on behalf of
     the Company by a member of the Committee or by an officer
delegated such authority by the Committee.          

3.2  Price                                                    

           Subject to the provisions of Sections 3.6(d), 4.11 and 5.1, the
       purchase price per share of Common Stock subject to a Stock
      Option shall, in no case, be less than one hundred percent
         (100%) of the Fair Market Value of a share of Common Stock on
the date the Stock Option is granted.               

3.3  Period                                                   

            The duration or term of each Stock Option granted under the Plan
            shall be for such period as the Committee shall determine but in
    no event more than ten (10) years from the date of grant
thereof.                                            

3.4  Exercise                                                 

 Subject to Sections 2.3 and 5.4, Stock Options may be
            exercisable immediately upon the grant of the Stock Option or at
        such other time or times as the Committee shall specify when
        granting the Stock Option.  Once exercisable, a Stock Option
       shall be exercisable, in whole or in part, by delivery of a
      written notice of exercise to the Secretary of the Company
        at the principal office of the Company specifying the number
 of whole shares of Common Stock as to which the Stock
       Option is then being exercised together with payment of the
        full purchase price for the shares being purchased upon such
     exercise.  Until the shares of Common Stock as to which a
 Stock Option is exercised are issued, the Participant
 shall have none of the rights of a shareholder of the
Company with respect to such shares.                

3.5  Payment                                                  

       The purchase price for shares of Common Stock as to which a
         Stock Option has been exercised and any amount required to be
  withheld, as contemplated by Section 5.3, may be paid:

          (a)  In United States dollars in cash, or by check, bank draft
            or money order payable in United States dollars to the
order of the Company; or                  

           (b)  By the delivery by the Participant to the Company of whole
            shares of Common Stock having an aggregate Fair Market
                Value on the date of payment equal to the aggregate of the
                 purchase price of Common Stock as to which the Stock Option
            is then being exercised or by the withholding of whole
               shares of Common Stock having such Fair Market Value upon
the exercise of such Stock Option; or     

(c)  By a combination of both (a) and (b) above.    

     The Committee may, in its discretion, impose limitations,
      conditions and prohibitions on the use by a Participant of
            shares of Common Stock to pay the purchase price payable by such
Participant upon the exercise of a Stock Option.    

3.6  Special Rules for Incentive Stock Options                

          Notwithstanding any other provision of the Plan, the following
           provisions shall apply to Incentive Stock Options granted under
the Plan:                                           

 (a)  Incentive Stock Options shall only be granted to
        Participants who are employees of the Company or a
Subsidiary.                               

      (b)  To the extent that the aggregate Fair Market Value of
              stock, with respect to which Incentive Stock Options are
                exercisable for the first time by a Participant during any
             calendar year under the Plan and any other Stock Option
                 Plan of the Company or a Subsidiary, exceeds $100,000, such
           Stock Options shall be treated as Non-Qualified Stock
Options.                                  

       (c)  Any Participant who disposes of shares of Common Stock
                acquired upon the exercise of an Incentive Stock Option by
                 sale or exchange either within two (2) years after the date
                of the grant of the Incentive Stock Option under which the
        shares were acquired or within one (1) year of the
           acquisition of such shares, shall promptly notify the
             Secretary of the Company at the principal office of the
           Company of such disposition, the amount realized, the
                 purchase price per share paid upon exercise and the date of
disposition.                              

            (d)  No Incentive Stock Option shall be granted to a Participant
                 who, at the time of the grant, owns stock representing more
               than ten percent (10%) of the total combined voting power
                 of all classes of stock either of the Company or any parent
                or Subsidiary of the Company, unless the purchase price of
             the shares of Common Stock purchasable upon exercise of
             such Incentive Stock Option is at least one hundred ten
          percent (110%) of the Fair Market Value (at the time
          the Incentive Stock Option is granted) of the Common
             Stock and the Incentive Stock Option is not exercisable
           more than five (5) years from the date it is granted.
3.7  Termination of Employment or Relationship                

            (a)  In the event a Participant's employment by, or relationship
               with, the Company or its Subsidiaries shall terminate for
               any reason other than those reasons specified in Sections
               3.7(b), (c), (d), (e) or (f) while such Participant holds
              Stock Options granted under the Plan, then all rights of
              any kind under any outstanding Stock Option held by such
           Participant which shall not have previously lapsed or
terminated shall expire immediately.      

            (b)  If a Participant's employment by, or relationship with, the
                Company or its Subsidiaries shall terminate as a result of
                 such Participant's total disability, each Stock Option held
             by such Participant (which has not previously lapsed or
               terminated) shall immediately become fully exercisable as
           to the total number of shares of Common Stock subject
               thereto (whether or not exercisable to that extent at the
   time of such termination) and shall remain so
             exercisable by such Participant for a period of six (6)
months after                              
                 termination unless such Stock Option expires earlier by its
                terms.  For purposes of the Plan, "total disability" shall
     mean permanent mental or physical disability as
determined by the Committee.              

       (c)  In the event of the death of a Participant, each Stock
               Option held by such Participant (which has not previously
          lapsed or terminated) shall immediately become fully
            exercisable as to the total number of shares of Common
               Stock subject thereto (whether or not exercisable to that
     extent at the time of death) by the executor or
         administrator of the Participant's estate or by the
          person or persons to whom the deceased Participant's
       rights thereunder shall have passed by will or by
           the laws of descent or distribution, and shall remain
         so exercisable for a period of six (6) months after
       such Participant's death unless such Stock Option
expires earlier by its terms.             

  (d)  If a Participant's employment by the Company or a
                Subsidiary shall terminate by reason of such Participant's
          retirement in accordance with Company policies, each
          Stock Option held by such Participant at the date of
     termination (which has not previously lapsed or
terminated) shall immediately become fully
            exercisable as to the total number of shares of Common
         Stock subject hereto (whether or not exercisable to
            that extent at the time of such termination) and shall
            remain so exercisable by such Participant for a period
              of three (3) months after termination, unless such Stock
Option expires earlier by its terms.      

        (e)  In the event the Company terminates the employment of a
            Participant who at the time of such termination was an
               officer of the Company and had been continuously employed
    by the Company during the five (5) year period
immediately                               
             preceding such termination, for any reason except "good
     cause" (hereafter defined) and except upon such
            Participant's death, total disability or retirement in
                 accordance with Company policies, each Stock Option held by
          such Participant (which has not previously lapsed or
                terminated and which has been held by such Participant for
               more than six (6) months prior to such termination) shall
                 immediately become fully exercisable as to the total number
               of shares of Common Stock subject thereto (whether or not
                 exercisable to that extent at the time of such termination)
               and shall remain so exercisable for a period of three (3)
            months after such termination unless such Stock Option
           expires earlier by its terms. A termination for "good
           cause" shall have occurred only if the Participant in
              question is terminated, by written notice (i) because of
             his or her conviction of a felony for a crime involving
             an act of fraud or dishonesty, (ii) intentional acts or
  omissions on such Participant's part causing
        material injury to the property or business of the
           Company, or (iii) because such Participant shall have
            breached any material term of any employment agreement
           in place between such Participant and the Company and
         shall have failed to correct such breach within any
                grace period provided for in such agreement.  "Good cause"
           for termination shall not include bad judgment or any
 act or omission reasonably believed by such
         Participant, in good faith, to have been in, or not
    opposed to, the best interests of the Company.

           (f)  In the event of the termination of a Participant's service
           as a Director of the Company, who at the time of such
               termination was an Eligible Director and had continuously
             served as a Director of the Company during the five (5)
             year period immediately preceding such termination, and
        such termination is for any reason except for such
            Participant's death or total disability or the removal
           of such Participant as Director (by the shareholders,
           the Board of Directors or otherwise) for "good cause"
      (as defined in Section 3.7(e)(i) and (ii)), each
          Stock Option held by such Participant (which has not
             previously lapsed or terminated and which has been held
            by such Participant for more than six (6) months prior
         to such termination) shall immediately become fully
            exercisable as to the total number of shares of Common
          Stock subject thereto (whether or not exercisable to
      that extent at the time of such termination) and
           shall remain so exercisable for a period of three (3)
     months after such termination unless such Stock
Option expires earlier by its terms.      

3.8  Effect of Leaves of Absence                              

         It shall not be considered a termination of employment when a
          Participant is on military or sick leave or such other type of
      leave of absence which is considered continuing intact the
          employment relationship of the Participant with the Company or
          any of its Subsidiaries. In case of such leave of absence, the
           employment relationship shall be deemed to have continued until
       the later of (i) the date when such leave shall have lasted
          ninety (90) days in duration, or (ii) the date as of which the
          Participant's right to re-employment shall have no longer been
guaranteed either by statute or contract.           

4.   FORMULA AWARDS TO ELIGIBLE DIRECTORS                               

4.1  General                                                  

           Each Formula Award granted under the Plan shall be evidenced by
           a written agreement executed by the Company and by the Eligible
          Director to whom such Formula Award is granted and dated as of
            the applicable date of grant.  Each Agreement shall be signed on
       behalf of the Company by a member of the Committee or by an
         officer delegated such authority by the Committee.  Each such
       agreement shall comply with and be subject to the terms and
        conditions of the Plan.  Any such agreement may contain such
            other terms, provisions and conditions not inconsistent with the
         Plan or this Section 4 as may be determined by the Committee.
           All Formula Awards granted under the Plan shall, except where
  this Section 4 or the context clearly indicates to the
         contrary, be subject to the provisions of the Plan applicable
to Non-Qualified Stock Options.                     

4.2  Formula Awards                                           

           Subject to the limitations in Sections 4.13 and 4.14, an option
          to purchase 1,500 shares of Common Stock (as adjusted pursuant
      to Section 4.11) shall be granted automatically each year,
     immediately following the annual meeting of the Company's
            shareholders, to each member of the Company's Board of Directors
         (each, a "Director") who is an Eligible Director at such time
        immediately following such annual meeting beginning with the
        annual meeting of the shareholders at which the shareholders
approve the Plan.                                   

4.3  Formula Award Exercise Price                             

         The exercise price per share for a Formula Award shall be the
         average of the Fair Market Values for the fifth (5th) through
      the ninth (9th) business days (which, for purposes of this
          Section 4.3 shall mean those days on which the NASDAQ National
    Market is open for trading) following the date of grant.

4.4  Vesting and Exercisability                               

        Except as otherwise provided in Section 4.7, a Formula Award
            shall immediately vest and become non-forfeitable upon the grant
          of the Formula Award.  Except as otherwise provided in Section
     4.7, a Formula Award shall become exercisable immediately
       upon vesting for all Directors who have served as Directors
       of the Company for a total of five (5) consecutive years as
        of the date of the grant.  If a Director has not served as a
  Director for such period, a Formula Award shall become
exercisable according to the following schedule:    

Period of Optionee's Continuous        Portion of   
Service as a Director of the        Formula Award   
Company following the Grant     That is Exercisable 

   Twelve months                     33-1/3%
   Eighteen months                   66-2/3%
Twenty-four months                100%

4.5  Time and Manner of Exercise                              

        Except as otherwise provided in this Section 4.5, any vested
   Formula Award, to the extent the same is exercisable in
      accordance with Section 4.4, is exercisable in whole or in
      part at any time from time to time until the expiration or
     termination of its term in accordance with Section 4.7 by
  giving written notice, signed by the person exercising
  the Formula Award, to the Company (to the attention of
 the Company's Corporate Secretary) stating the number
     of whole shares of Common Stock with respect to which the
       Formula Award is being exercised, accompanied by payment in
         full of the option exercise price for the number of shares of
       Common Stock to be purchased. The date both such notice and
payment are received by the office of the Corporate 
     Secretary of the Company shall be the date of exercise of
the Formula Award as to such number of shares.      

4.6  Payment of Exercise Price                                

       Payment of the exercise price for a Formula Award may be in
         cash or by check, bank draft or money order payable in United
        States dollars to the order of the Company or payment may be
in whole or in part by                              

         (a)  transfer to the Company of shares of Common Stock having
           a Fair Market Value (as determined in Section 4.3) on
          the date of exercise equal to the exercise price; or

         (b)  delivery of instructions to the Company to withhold from
               the shares of Common Stock that would otherwise be issued
             on exercise of that number of such shares having a Fair
          Market Value (as determined in Section 4.3) equal to
the exercise price.                       

                If the Fair Market Value (as determined in Section 4.3) of
               the number of whole shares of Common Stock transferred or
            the number of whole shares of Common Stock withheld is
               less than the total exercise price, the shortfall must be
        paid in cash, check, bank draft or money order, as
aforesaid.                                

4.7  Term of Formula Awards                             

              Each Formula Award shall expire ten (10) years from its date
          of grant, but shall be subject to earlier termination as
follows:                                      

        (a) In the event of the termination of a Formula Award
                 holder's service as a Director, by reason of his or her
                removal as Director (by the shareholders, the Board of
               Directors or otherwise), the then outstanding Formula
    Awards of such holder (whether or not then
             exercisable) shall automatically expire on (and may
         not be exercised on) the effective date of such
termination.                          

        (b) In the event of the termination of a Formula Award
                holder's service as a Director by reason of retirement
                  or total disability, the then outstanding Formula Awards
              of such holder shall become exercisable, to the full
        extent of the number of shares of Common Stock
                 remaining covered by such Formula Awards, regardless of
     whether such Formula Awards were previously
               exercisable, and each such Formula Award shall expire
               one (1) year after the date of such termination or on
                 the stated grant expiration date, whichever is earlier.
          For purposes of this Section 4.7, the phrase "by
              reason of retirement" means (a) mandatory retirement
                   pursuant to Board policy or (b) termination of service on
or after the holder's 65th birthday.  

               (c) In the event of the death of a Formula Award holder while
                 such holder is a Director, the then outstanding Formula
                Awards of such holder shall become exercisable, to the
             full extent of the number of shares of Common Stock
   remaining covered by such Formula Awards,
        regardless of whether such Formula Awards were
             previously exercisable, and each such Formula Award
shall expire one (1) year             
                 after the date of death of such holder or on the stated
               grant expiration date, whichever is earlier. Exercise
              of a deceased holder's Formula Awards that are still
           exercisable shall be by the estate of such holder
          or by the person or persons to whom the holder's
               rights have passed by will or the laws of descent and
distribution.                         

        (d) In the event of the termination of a Formula Award
         holder's service as a Director by reason of the
              expiration of the Director's term in office (without
     renomination or reelection) or by reason of
           resignation, or for any other reason except those
described in                          
                   Sections 4.7(a), (b) or (c), the then outstanding Formula
                Awards of such holder shall become exercisable, to the
             full extent of the number of shares of Common Stock
                 remaining covered by such Formula Awards, regardless of
                  whether such Formula Awards were previously exercisable,
            and each such Formula Award shall expire three (3)
              months after the effective date of such termination.

4.8  Transferability                                    

         The right to exercise a Formula Award shall, during the
              lifetime of the Eligible Director to whom such Formula Award
       was granted, be exercisable only by such recipient or
     pursuant to a qualified domestic relations order as
           defined by the Code or Title l of the Employee Retirement
         Income Security Act, or the rules thereunder (a "QDRO")
     and shall not be assignable or transferable by such
         recipient other than by will or the laws of descent and
distribution                                  
              or a QDRO. Any purported transfer contrary to this provision
will be null and void and without effect.     

4.9  Limitation of Rights                               

             Neither the recipient of a Formula Award under the Plan nor
           the recipient's successor or successors in interest shall
      have any rights as a shareholder of the Company with
            respect to any shares of Common Stock subject to a Formula
         Award granted to such person until the date of issuance
         of a stock certificate for such shares of Common Stock.

4.10 Limitation as to Directorship                      

             Neither the Plan, nor the grant of a Formula Award, nor any
             other action taken pursuant to the Plan shall constitute or
           be evidence of any agreement or understanding, express or
   implied, that an Eligible Director has a right to
         continue as a Director for any period of time or at any
particular rate of compensation.              

4.11 Capital Adjustments                                

        The number and class of shares with respect to which a
            Formula Award may be granted to an Eligible Director under
          the Plan, the number and class of shares subject to each
       outstanding Formula Award, and the exercise price per
     share specified in each such Formula Award shall be
            proportionately adjusted in accordance with the provisions
           Section 5.1   For purposes of the preceding sentence, the
        Company shall be deemed to have received consideration
for any shares issued                         
             pursuant to this or any other employee benefit plan meeting
the requirements of Rule 16b-3.               

4.12 Limit on Grants to Eligible Directors              

              Notwithstanding any provision to the contrary, the Committee
       may, but shall not be obligated to, grant an Eligible
          Director Stock Options under the Plan and such grant, if
              any, shall not affect the Eligible Director's entitlement to
    be granted Formula Awards pursuant to Section 4.2.

4.13 Commencement of Grants of Formula Awards           

           Notwithstanding any provision to the contrary, no Formula
              Award shall be granted pursuant to the Plan unless and until
             no additional Formula Awards may be granted pursuant to the
        Company's 1993 Stock Option Plan and 1995 Stock Option
Plan.                                         

4.14 Termination of Formula Awards                      

           Notwithstanding any provision to the contrary, no Formula
            Award shall be granted pursuant to the Plan on a date when
     the number of shares of Common Stock authorized for
      issuance pursuant to the Plan and then available for
          issuance pursuant to new Formula Awards is less than the
        aggregate number of such shares that would be issuable
             pursuant to Formula Awards otherwise required to be granted
         on such date, assuming the full vesting and exercise of
       such Formula Awards.  In the event Formula Awards are
not granted as a result of the                
           application of this Section 4.14, no Formula Awards shall
thereafter be granted pursuant to the Plan.   

4.15 Conflicting Provisions                             

          In the event of any conflict between a provision of this
              Section 4 and a provision in any other paragraph of the Plan
        with respect to Formula Awards, such provision of this
Section 4 shall be deemed to control.         

5. MISCELLANEOUS PROVISIONS                                   

5.1  Adjustments Upon Changes in Capitalization         

             In the event of changes to the outstanding shares of Common
      Stock of the Company through reorganization, merger,
          consolidation, recapitalization, reclassification, stock
        split-up, (except for the 3-for-2 stock split approved
           by the Board of Directors on March 4, 1996, payable April
              10, 1996), stock dividend, stock consolidation or otherwise,
          or in the event of a sale of all or substantially all of
             the assets of the Company, an appropriate and proportionate
     adjustment shall be made in the number and class of
            shares as to which Stock Options and Formula Awards may be
   granted.  A corresponding adjustment changing the
         number or class of shares and/or the exercise price per
share of unexercised                          
            Stock Options and Formula Awards or portions thereof which
        shall have been granted prior to any such change shall
         likewise be made. Notwithstanding the foregoing, in the
            case of a reorganization, merger or consolidation, or sale
           of all or substantially all of the assets of the Company,
           in lieu of adjustments as aforesaid, the Committee may in
        its discretion accelerate the date after which a Stock
        Option or Formula Award may or may not be exercised or
    the stated expiration date thereof. Adjustments or
     changes under this Section 5.1 shall be made by the
Committee, whose determination as             
              to what adjustments or changes shall be made, and the extent
  thereof, shall be final, binding and conclusive.

5.2  Non-Transferability                                

             No Stock Option shall be transferable except by will or the
              laws of descent and distribution, nor shall any Stock Option
         be exercisable during the Participant's lifetime by any
      person other than the Participant or his guardian or
legal representative.                         

5.3  Withholding                                        

              The Company's obligations under the Plan shall be subject to
     applicable federal, state and local tax withholding
             requirements.  Federal, state and local withholding tax due
          at the time of a grant or upon the exercise of any Stock
         Option may, in the discretion of the Committee, be paid
in shares of Common Stock already owned by the
  Participant or through the withholding of shares
             otherwise issuable to such Participant, upon such terms and
conditions as the                             
             Committee shall determine. If the Participant shall fail to
             pay, or make arrangements satisfactory to the Committee for
           the payment to the Company of all such federal, state and
          local taxes required to be withheld by the Company, then
             the Company shall, to the extent permitted by law, have the
            right to deduct from any payment of any kind otherwise due
           to such Participant an amount equal to any federal, state
           or local taxes of any kind required to be withheld by the
Company.                                      

  5.4  Compliance with Law and Approval of Regulatory Bodies

              No Stock Option or Formula Award shall be exercisable and no
              shares will be delivered under the Plan except in compliance
            with all applicable federal and state laws and regulations
    including, without limitation, compliance with all
       federal and state securities laws and withholding tax
      requirements and with the rules of NASDAQ and of all
    domestic stock exchanges on which the Common Stock
          may be listed.  Any share certificate issued to evidence
     shares for which a Stock Option or Formula Award is
exercised may bear legends and                
         statements the Committee shall deem advisable to assure
             compliance with federal and state laws and regulations.  No
           Stock Option or Formula Award shall be exercisable and no
    shares will be delivered under the Plan, until the
   Company has obtained the consent or approval from
          regulatory bodies, federal or state, having jurisdiction
        over such matters as the Committee may deem advisable.
  In the case of the exercise of a Stock Option or
Formula Award by a                            
            person or estate acquiring the right to exercise the Stock
         Option or Formula Award as a result of the death of the
            Participant, the Committee may require reasonable evidence
              as to the ownership of the Stock Option or Formula Award and
              may require consents and releases of taxing authorities that
it may deem advisable.                        

5.5  No Right to Employment                             

             Neither the adoption of the Plan nor its operation, nor any
           document describing or referring to the Plan, or any part
           thereof, nor the granting of any Stock Options hereunder,
      shall confer upon any Participant under the Plan any
       right to continue in the employ of the Company or any
            Subsidiary, or shall in any way affect the right and power
              of the Company or any Subsidiary to terminate the employment
            of any Participant at any time with or without assigning a
        reason therefor, to the same extent as might have been
done if the Plan had not been adopted.        

5.6  Exclusion from Pension Computations                

            By acceptance of a grant of a Stock Option under the Plan,
        the recipient shall be deemed to agree that any income
           realized upon the receipt or exercise thereof or upon the
           disposition of the shares received upon exercise will not
        be taken into account as "base remuneration", "wages",
             "salary" or "compensation" in determining the amount of any
 contribution to or payment or any other benefit
          under any pension, retirement, incentive, profit-sharing
or deferred                                   
     compensation plan of the Company or any Subsidiary.

5.7  Abandonment of Options                             

              A Participant or Eligible Director may at any time abandon a
             Stock Option or Formula Award prior to its expiration date.
             The abandonment shall be evidenced in writing, in such form
      as the Committee may from time to time prescribe.  A
        Participant or Eligible Director shall have no further
             rights with respect to any Stock Option or Formula Award so
abandoned.                                    

5.8  Severability                                       

             If any of the terms or provisions of the Plan conflict with
               the requirements of Rule 16b-3, then such terms or provisions
            shall be deemed inoperative to the extent they so conflict
with the requirements of Rule 16b-3.          

5.9  Interpretation of the Plan                         

            Headings are given to the sections of the Plan solely as a
               convenience to facilitate reference, such headings, numbering
             and paragraphing shall not in any case be deemed in any way
             material or relevant to the construction of the Plan or any
          provision hereof.  The use of the masculine gender shall
              also include within its meaning the feminine. The use of the
    singular shall also include within Its meaning the
plural and vice versa.                        

5.10 Use of Proceeds                                    

          Funds received by the Company upon the exercise of Stock
          Options and Formula Awards shall be used for the general
corporate purposes of the Company.            

5.11 Construction of Plan                               

         The place of administration of the Plan shall be in the
               Commonwealth of Pennsylvania, and the validity, construction,
              interpretation, administration and effect of the Plan and of
             its rules and regulations, and rights relating to the Plan,
           shall be determined solely in accordance with the laws of
the Commonwealth of Pennsylvania.             

Preliminary Copy - Proxy Card                                                   

This proxy when properly executed will be voted as specified.  If no            
specification is made, this proxy will be voted FOR each nominee for director   
named below (PROPOSAL 1) and in the discretion of the proxies on all other      
matters.                                                                        

PROPOSAL 1: Election of three Class I director nominees listed below, each to   
serve for three years and until their respective successors are elected and     
qualified.                                                                      

FOR             WITHHELD      INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR    
three nominees  AUTHORITY     AN INDIVIDUAL NOMINEE, STRIKE OUT THAT            
listed except   to vote for   NOMINEE'S NAME                                    
as marked       three nominees                                                  
to the          listed                                                          
contrary                                                                        

                Alice E. Powell     Walter E. Conrad
               Arnold H. Keehn

PROPOSAL 2: To amend the Company's Articles of Incorporation to increase the    
number of shares of Common Stock, which the Company has authority to issue      
from 37,500,000 to 50,000,000.                                                  

PROPOSAL 3: Proposal to approve the Company's 1996 Stock Option Plan.           

PROPOSAL 4: To transact such other business as may properly come before the     
meeting or any adjournment(s) thereof.                                          

                     The undersigned hereby also acknowledges receipt of
                  The Notice of Annual Meeting of Shareholders and
                      Proxy Statement with respect to said Meeting and the
                     Company's Annual Report for the year ended December
31, 1995.                     

                    Dated                                       , 1996

                      Please date this proxy and sign your name exactly as
                  It appears hereon.  Where there is more than one
Owner, each should sign.      

Please complete, date, sign and return this Proxy promptly, using the enclosed  
envelope, whether or not you expect to attend the meeting.  You may             
nevertheless vote in person if you attend.                                      

Only shareholders of record at the close of business on April 4, 1996 are       
entitled to notice of, and to vote at, the meeting and any adjournment(s)       
thereof.                                                                        

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.  YOU ARE        
CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON BUT IF YOU DO NOT EXPECT TO   
ATTEND IN PERSON, YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE    
ACCOMPANYING SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN     
THE UNITED STATES.                                                              

Dated:  April 19, 1996                                                          

                   By Order of the Board of Directors,

      /s/ Susan T. Mankowski

  Susan T. Mankowski
Secretary       

AMERICAN TRAVELLERS CORPORATION                   
3220 Tillman Drive                        
Bensalem, Pennsylvania 19020                  

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                     

The undersigned hereby appoints John A. Powell and Ramon R. Obod, and 
each of them, as the true and lawful attorneys and proxies of the undersigned,  
to vote and otherwise act on behalf of the undersigned at the Annual Meeting    
of Shareholders of American Travellers Corporation, to be held in Trevose,      
Pennsylvania on May 23, 1996, at 10:00A.M., local time, or at any adjournment   
or adjournments thereof, and with all powers the undersigned would possess if   
present, to vote on the matters set forth on the reverse side hereof.           

(Continued on reverse side)                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing		Date		Other Filings
		3/13/06
		3/16/99
Changed as of / Corrected on:		12/28/98
		11/9/98
		5/25/98
		11/9/97
		5/25/97
		3/13/97
		12/31/96
		12/20/96
		11/9/96
		5/25/96
		5/23/96
		5/9/96
Filed on:		4/19/96
		4/12/96		SC 13D
		4/10/96
		4/4/96
		3/20/96
		3/14/96
		3/4/96
		2/14/96		SC 13G/A
		2/9/96		10-Q/A
		1/1/96
For Period End:		12/31/95		10-K,  10-K/A,  PRE 14A
		5/31/95
		5/30/95
		12/31/94
		12/31/93
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