SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                       Form 8-K

                                    CURRENT REPORT

          Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
          1934

          Date of Report (Date of earliest event reported):  March 29, 1996

                          INTERCONTINENTAL LIFE CORPORATION             
                (Exact name of registrant as specified in its charter)

              New Jersey                    0-7288             22-1890938  

          (State or other               (Commission         (I.R.S.
           Employer                      File Number)        Identification
           jurisdiction                                      No.)
           of incorporation)                                 

               701 Brazos, Suite 1400, Austin, Texas             78701  
             (Address of  principal  executive offices)        (Zip Code)
          
     Registrant's telephone number,  including area code: (512) 404-5050
     
         (Former name or former address, if changed since last report)

          Item 2.  Acquisition or Disposition of Assets

               The  Registrant's  wholly-owned subsidiary,  Investors  Life
          Insurance Company  of North America,  sold on March 29,  1996 the
          Austin Centre,  an office-hotel  complex in  downtown Austin,  to
          Brazos  Austin  Centre,  Ltd. for  a  purchase  price of  $62.675
          million, less  $1 million paid  to a capital reserve  account for
          the purchaser.   The purchaser is a limited  partnership in which
          the Khimji family  of Dallas, Texas and Vancouver,  Canada is the
          major equity investor.  To  the Registrant's knowledge, there are
          no  material relationships between  the purchaser  or any  of its
          affiliates  and   the   Registrant,  any   of  the   Registrant's
          affiliates,  any director  or officer  of the Registrant,  or any
          associate of any such  director or officer.   The sale of  Austin
          Centre resulted in an after-tax gain of approximately $15 million
          ($2.78 per share) that will  be included in the Registrant's 1996
          first quarter earnings.  The net proceeds equal to that  gain are
          being  used to  reduce the  Registrant's  bank indebtedness  from
          $44,944,000 to $29,944,000.

               Austin  Centre covers  a full  city block  and is  a sixteen
          story mixed  use development consisting of 343,664 square feet of
          office/retail  space  (predominately  office space),  a  314 room
          hotel and 61  luxury apartments,  all united by  a 200 foot  high
          glass atrium.

          Item 7.  Financial Statements and Exhibits

               (c)  Exhibits

                    Exhibits filed with this report or  incorporated herein
                    by reference are as listed  in the Index to Exhibits on
                    page 4 of this report.

                                      SIGNATURES

          Pursuant to  the requirements of  the Securities Exchange  Act of
          1934, the Registrant has duly caused this report to be  signed on
          its behalf by the undersigned hereunto duly authorized.

                                        INTERCONTINENTAL LIFE CORPORATION

                                        By:/s/ James M. Grace              

                                           James M. Grace
                                           Vice President and Treasurer

          Date:  April 10, 1996

                                    Exhibit Index

          Exhibit   Page
          Number    Number                     Description

          10(aaz)             Agreement of  Sale dated  as of  September 5,
                              1995 between  Omni Congress Joint  venture as
                              Buyer and Investors Life Insurance Company of
                              North  America  as   Seller,  with  exhibits,
                              amendments and assignment.*

          10(aba)      5      Assignment  and  Assumption of  Agreement  of
                              Sale (the Agreement of  Sale filed as Exhibit
                              10(aaz) and incorporated by reference in this
                              report)  dated  March  29,  1996  among  Omni
                              Congress  Joint   Venture,  Property   Assets
                              Management,  Inc. and  Brazos Austin  Centre,
                              Ltd., and  consented  to  by  Investors  Life
                              Insurance Company of North America.

          10(abb)      8      Seventh Amendment  to Agreement of  Sale (the
                              Agreement  of Sale  filed as  Exhibit 10(aaz)
                              and incorporated by reference in this report)
                              dated March  29, 1996  between Brazos  Austin
                              Centre,  Ltd.  and Investors  Life  Insurance
                              Company of North America.

               *Filed with Registrant's Annual Report  on Form 10-K for the
          fiscal year ended December  31, 1995, and incorporated  herein by
          reference.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5378}]
{"company-data": {"conformed-name": "INTERCONTINENTAL LIFE CORP", "cik": "0000050982", "assigned-sic": "6311", "irs-number": "221890938", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-07288", "film-number": "96546160"}, "business-address": {"street1": "THE AUSTIN CENTRE", "street2": "701 BRAZOS 12TH FL", "city": "AUSTIN", "state": "TX", "zip": "78701", "phone": "5124045050"}, "mail-address": {"street1": "701 BRAZOS STE 1400", "street2": "ATTN KELLYE S SEEKATZ", "city": "AUSTIN", "state": "TX", "zip": "78701"}, "former-company": [{"former-conformed-name": "INTERCONTINENTAL FINANCIAL CORP", "date-changed": "19781019"}, {"former-conformed-name": "INTERCONTINENTAL LIFE CO", "date-changed": "19600201"}]}
SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                       Form 8-K

                                    CURRENT REPORT

          Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
          1934

          Date of Report (Date of earliest event reported):  March 29, 1996

                          INTERCONTINENTAL LIFE CORPORATION             
                (Exact name of registrant as specified in its charter)

              New Jersey                    0-7288             22-1890938  

          (State or other               (Commission         (I.R.S.
           Employer                      File Number)        Identification
           jurisdiction                                      No.)
           of incorporation)                                 

               701 Brazos, Suite 1400, Austin, Texas             78701  
             (Address of  principal  executive offices)        (Zip Code)
          
     Registrant's telephone number,  including area code: (512) 404-5050
     
         (Former name or former address, if changed since last report)

          Item 2.  Acquisition or Disposition of Assets

               The  Registrant's  wholly-owned subsidiary,  Investors  Life
          Insurance Company  of North America,  sold on March 29,  1996 the
          Austin Centre,  an office-hotel  complex in  downtown Austin,  to
          Brazos  Austin  Centre,  Ltd. for  a  purchase  price of  $62.675
          million, less  $1 million paid  to a capital reserve  account for
          the purchaser.   The purchaser is a limited  partnership in which
          the Khimji family  of Dallas, Texas and Vancouver,  Canada is the
          major equity investor.  To  the Registrant's knowledge, there are
          no  material relationships between  the purchaser  or any  of its
          affiliates  and   the   Registrant,  any   of  the   Registrant's
          affiliates,  any director  or officer  of the Registrant,  or any
          associate of any such  director or officer.   The sale of  Austin
          Centre resulted in an after-tax gain of approximately $15 million
          ($2.78 per share) that will  be included in the Registrant's 1996
          first quarter earnings.  The net proceeds equal to that  gain are
          being  used to  reduce the  Registrant's  bank indebtedness  from
          $44,944,000 to $29,944,000.

               Austin  Centre covers  a full  city block  and is  a sixteen
          story mixed  use development consisting of 343,664 square feet of
          office/retail  space  (predominately  office space),  a  314 room
          hotel and 61  luxury apartments,  all united by  a 200 foot  high
          glass atrium.

          Item 7.  Financial Statements and Exhibits

               (c)  Exhibits

                    Exhibits filed with this report or  incorporated herein
                    by reference are as listed  in the Index to Exhibits on
                    page 4 of this report.

                                      SIGNATURES

          Pursuant to  the requirements of  the Securities Exchange  Act of
          1934, the Registrant has duly caused this report to be  signed on
          its behalf by the undersigned hereunto duly authorized.

                                        INTERCONTINENTAL LIFE CORPORATION

                                        By:/s/ James M. Grace              

                                           James M. Grace
                                           Vice President and Treasurer

          Date:  April 10, 1996

                                    Exhibit Index

          Exhibit   Page
          Number    Number                     Description

          10(aaz)             Agreement of  Sale dated  as of  September 5,
                              1995 between  Omni Congress Joint  venture as
                              Buyer and Investors Life Insurance Company of
                              North  America  as   Seller,  with  exhibits,
                              amendments and assignment.*

          10(aba)      5      Assignment  and  Assumption of  Agreement  of
                              Sale (the Agreement of  Sale filed as Exhibit
                              10(aaz) and incorporated by reference in this
                              report)  dated  March  29,  1996  among  Omni
                              Congress  Joint   Venture,  Property   Assets
                              Management,  Inc. and  Brazos Austin  Centre,
                              Ltd., and  consented  to  by  Investors  Life
                              Insurance Company of North America.

          10(abb)      8      Seventh Amendment  to Agreement of  Sale (the
                              Agreement  of Sale  filed as  Exhibit 10(aaz)
                              and incorporated by reference in this report)
                              dated March  29, 1996  between Brazos  Austin
                              Centre,  Ltd.  and Investors  Life  Insurance
                              Company of North America.

               *Filed with Registrant's Annual Report  on Form 10-K for the
          fiscal year ended December  31, 1995, and incorporated  herein by
          reference.