As Filed with the Securities and
Exchange Commission on May 31, 2000

Registration No.
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                       INTERCONTINENTAL LIFE CORPORATION
            (Exact Name of Registrant as specified in its charter)

        Texas                                         22-1890938
(State of Incorporation)                  (I.R.S. Employer Identification No.)

701 Brazos Street, Austin, Texas                           78701
Address of Principal Executive Offices)                 (Zip Code)

Depositor's Telephone Number, including Area Code:       512-404-5040

Roy F. Mitte, President
Investors Life Insurance Company of North America
701 Brazos Street, Austin, Texas  78701


                     (Name and Address of Agent for Service)

                         Calculation of Registration Fee
<TABLE>
<S>                              <C>              <C>                     <C>                     <C>

Title of Securities         Amount to be          Proposed             Proposed              Amount of
to be registered             registered           maximum           maximum aggregate      registration
                                               offering price       offering price              fee
                                               per share (1)

Common Stock,               800,000 shares         $9.50              $7,600,000             $2,006.40
par value $.22
</TABLE>

(1)  Estimated  pursuant to Rule 457 (h) solely for the  purpose of  calculating
     the registration  fee, based upon the average of the high and low prices of
     the common  stock of the  Registrant  on May 26,  2000,  as reported in the
     consolidated reporting system.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
will be sent or given to participants in the  InterContinental  Life Corporation
1999 Stock Option Plan, as specified by Rule 428 (b)(1) under the Securities Act
of 1933, as amended.  Such  documents are not being filed with  Commission,  but
constitute (together with the documents  incorporated by reference) a prospectus
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended.

Item 1. Plan Information.

     Not filed as part of this  registration  statement  pursuant to the Note to
     Part 1 of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

     Not filed as part of this registration statement pursuant to Note to Part 1
     of Form S-8.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3. Incorporation of Documents by Reference

     This registration  statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission") by InterContinental  life Corporation (the "Registrant")  pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

     (1)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999.

     (2)  The Registrant's Proxy Statement  relating to the Registrant's  Annual
          Meeting of Shareholders on May 23, 2000.

     (3)  The  Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
          period ended March 31, 2000.

     (4)  The  Registrant's  Current  Reports on Form 8-K dated  June 29,  1999,
          January 31, 2000 and May 2, 2000.

     (5)  The  description  of the  Registrant's  common stock  contained in the
          Registration  Statement  on Form 8-B as filed with the  Commission  on
          August 24, 1970 and on November 16, 1970 (File No. 1-06470), including
          any  amendment  or  report  filed by the  Registrant  pursuant  to the
          Exchange Act which updates or modifies such description.

     (6)  All  documents  subsequently  filed  by  the  Registrant  pursuant  to
          Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act and prior to
          the termination of the offering of securities offered hereby.

     Any  statement  incorporated  by  reference  herein  shall be  deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
superseded such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
registration statement.

Item 4. Description of Securities.

         Not Applicable.

<PAGE>

Item 5. Interests of Named Experts and Counsel

     The  legality  of  the  common  stock  of  the  Registrant  to  which  this
registration  statement applies has been passed upon by Theodore A. Fleron, Vice
President and Counsel of the Company.  Mr. Fleron is a full-time employee of the
Registrant and its subsidiaries and is also a director of the Registrant.  He is
also a director  and officer of  Financial  Industries  Corporation,  which owns
approximately  47.50% of the common stock of the  Registrant.  Mr. Fleron is the
beneficial  owner of  28,931  shares  of the  common  stock  of the  Registrant,
including  options to purchase 10,000 shares under the  Registrant's  1999 Stock
Option Plan.

Item 6. Indemnification of Directors and Officers

     Pursuant to the  provisions of the Texas Business  Corporation  Act and the
Registrant's  Bylaws,  directors and officers of the  Registrant are entitled to
indemnification  from the Registrant  against  certain  liabilities and expenses
paid or incurred in connection with any action,  suit or proceeding to which any
such  director  or  officer or his legal  representative  may be made a party by
reason of his being or having been such director or officer and shall  otherwise
be accorded the fullest benefits contemplated and set forth in Articles 2.02 and
2.02-1 of the Texas Business  Corporation Act, subject to the qualifications set
forth in said law. In general,  the Texas Business Corporation Act provides that
a  corporation  may  indemnify a person who is, or was, a director or officer of
the  corporation  who was, is, or is threatened to be made a named  defendant or
respondent in a proceeding  because the person is, or was, a director or officer
of the  corporation,  if it is determined that the person  conducted  himself in
good faith and reasonably believed that his conduct was in the best interests of
the corporation.

     The Texas Business  Corporation  Act provides for  indemnification  against
judgments,  penalties,  fines,  settlements  and  reasonable  expenses  actually
incurred by the person in connection with the proceeding;  but, if the person is
liable on the basis  that  personal  benefit  was  improperly  received  by him,
whether  or not the  benefit  resulted  from an  action  taken  in the  person's
official capacity or is liable to the corporation,  then  indemnification (a) is
limited to  reasonable  expenses  actually  incurred by the person in connection
with the  proceeding  and (b) shall not be made in respect to any  proceeding in
which the  person  shall  have been found  liable  for  willful  or  intentional
misconduct in the performance of his duty to the corporation..

     Expenses for the defense of any proceeding for which indemnification may be
available may be advanced by the corporation under certain circumstances.

     The Registrant's  Bylaws, as in effect on the date hereof, are incorporated
by reference herein as Exhibit 4.2.


Item 7. Exemption from Registration Claimed.

     Not Applicable.


<PAGE>

Item 8. Exhibits.

     The following documents are filed as a part of this registration  statement
or incorporated by reference herein:



Exhibit Number                                          Description
4.1                     Articles of Incorporation of the Registrant
                        (incorporated by reference to Registrant's Registration
                        Statement on Form S-8 (Registration No. 2085333); except
                        Amendment filed December 14, 1988 (item (iv), which was
                        filed with Registrant's Current Report on Form 8-K dated
                        January 12,1989, and incorporated herein by reference;
                        and Amendment filed February 9, 1990, which was filed
                        with Registrant's Annual Report on Form 10-K for the
                        fiscal year ended December 31, 1989, and incorporated
                        herein by reference.

4.2                     Restated Articles of Incorporation of the Registrant
                        (incorporated by reference to Registrant's Quarterly
                        Report on Form 10-Q for the fiscal quarter ended
                        June 30, 1997.

4.3                     Amended and Restated Bylaws of the Registrant
                        (incorporated by reference to Registrant's Quarterly
                        Report on Form 10-Q for the fiscal quarter ended
                        June 30, 1997.

5.1                     Opinion and Consent of Theodore A. Fleron, Vice
                        President and Counsel for the Registrant.

23.1                    Consent of Theodore A. Fleron, Vice President and
                        Counsel for the Registrant (included in Exhibit 5.1.

23.2                    Consent of PricewaterhouseCoopers LLP, Independent
                        Auditors.


Item 9. Undertakings.

     (1)  The undersigned Registrant hereby undertakes:

          (a)  To file,  during  any  period in which  offers or sales are being
               made, a post- effective amendment to this registration statement:

               (i)  to include any  prospectus  required by section  10(a)(3) of
                    the Securities Act;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent post-  effective  amendment  thereto) which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b),  if, in the aggregate,  the change in volume
                    and price  represent no more than a 20 percent change in the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement;

<PAGE>

                    Provided,  however, that paragraphs (1)(a)(i) and (1)(a)(ii)
                    do not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed by the Registrant pursuant to Section
                    13  or  Section   15(d)  of  the   exchange   Act  that  are
                    incorporated by reference in this registration statement.

          (b)  That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (c)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.


     (2)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of  the  Exchange  Act  that  is  incorporated  by  reference  in  the
          registration  statement  shall be deemed to be the  initial  bona fide
          offering thereof.

     (3)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant,  pursuant to the foregoing  provisions,  or
          otherwise,  the Registrant has been advised that in the opinion of the
          Commission such  indemnification is against public policy as expressed
          in the Securities Act and is, therefore,  unenforceable.  In the event
          that a claim for indemnification  against such liabilities (other than
          the  payment  by the  Registrant  of  expenses  incurred  or paid by a
          director,  officer  or  controlling  person of the  Registrant  in the
          successful  defense of any action,  suit or proceeding) is asserted by
          such director,  officer or controlling  person in connection  with the
          securities  being  registered,  the  Registrant  will,  unless  in the
          opinion of its  counsel  the matter  has been  settled by  controlling
          precedent,  submit to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it is  against  public  policy  as
          expressed  in the  Securities  Act and will be  governed  by the final
          adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirement  for  filing  on Form  S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Austin, State of Texas on the 31st day of May , 2000.

InterContinental Life Corporation

By:     /s/ Roy F. Mitte
         Roy F. Mitte
         Chairman, President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 31st day of May, 2000.


Principal Executive Officer:

By: /s/ Roy F. Mitte
Roy F. Mitte
Chairman, President and Chief Executive Officer

Principal Financial Officer:
Principal Accounting Officer:

By: /s/ James M. Grace
James M. Grace
Vice President and Treasurer



<PAGE>

Directors:


  /s/ Roy F. Mitte                                   /s/ James M. Grace
Roy F. Mitte, Director                             James M. Grace, Director

  /s/ Eugene E. Payne                               /s/ Jeffrey H. Demgen
Eugene E. Payne, Director                          Jeffrey H. Demgen, Director

  /s/ Robert A. Bender                              /s/ Theodore A. Fleron
Robert A. Bender, Director                         Theodore A. Fleron, Director


W. Lewis Gilcrease, Director                       Richard A. Kosson, Director

                                                     /s/ Charles K. Chacosky
Elizabeth T. Nash, Director                        Charles K. Chacosky, Director


Steven P. Schmitt, Director




<PAGE>

                                   Exhibit 5.1

                        InterContinental Life Corporation
                                701 Brazos Street
                               Austin, Texas 78701




May 31, 2000


U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Dear Sir or Madam:

I am Counsel of  InterContinental  Life  Corporation,  a Texas  corporation (the
"Company"),  and I am delivering this opinion in connection with the filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration  Statement")
for the  purpose  of  registering  800,000  shares  of the  common  stock of the
Company,   $.22  par  value   (the   "Common   Stock")   with   respect  to  the
InterContinental  Life Corporation  1999 Stock Option Plan (the "Plan").  I have
reviewed  originals  (or  copies)  of  certified  or  otherwise   satisfactorily
identified documents,  corporate and other records, certificates and papers as I
deemed it necessary to examine for the purpose of this opinion.

Based on the  foregoing,  it is my opinion that the shares of Common Stock which
are issued upon the exercise of stock options under the Plan will, when sold, be
validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the  references  to me therein under the caption  "interests of
Named Experts and Counsel." In giving this consent, however, I do not admit that
I am within the  category of persons  whose  consent is required by Section 7 of
the  Securities  Act of  1933  or  the  General  Rules  and  Regulations  of the
Securities  and  Exchange  Commission.  This  consent  is to  be  used  only  in
connection with the Plan and the issuance of Common Stock while the Registration
Statement is in effect.

Very truly yours,

/s/ Theodore A. Fleron

Theodore A. Fleron


<PAGE>


                                  Exhibit 23.2


                         Consent of Independent Accounts


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8, pertaining to the InterContinental  Life Corporation 1999
Stock Option Plan of our report dated March 27, 2000,  which appears on page F-2
of the Annual Report on Form 10-K of  InterContinental  Life Corporation for the
year ended December 31, 1999, filed with the Securities and Exchange Commission.


/s/ PricewaterhouseCoopers

PricewaterhouseCoopers LLP
Dallas, Texas
May 31,  2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 18884}]
{"company-data": {"conformed-name": "INTERCONTINENTAL LIFE CORP", "cik": "0000050982", "assigned-sic": "6311", "irs-number": "221890938", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38148", "film-number": "646884"}, "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"}]}
As Filed with the Securities and
Exchange Commission on May 31, 2000

Registration No.
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                       INTERCONTINENTAL LIFE CORPORATION
            (Exact Name of Registrant as specified in its charter)

        Texas                                         22-1890938
(State of Incorporation)                  (I.R.S. Employer Identification No.)

701 Brazos Street, Austin, Texas                           78701
Address of Principal Executive Offices)                 (Zip Code)

Depositor's Telephone Number, including Area Code:       512-404-5040

Roy F. Mitte, President
Investors Life Insurance Company of North America
701 Brazos Street, Austin, Texas  78701

                     (Name and Address of Agent for Service)

                         Calculation of Registration Fee
Title of Securities         Amount to be          Proposed             Proposed              Amount of
to be registered             registered           maximum           maximum aggregate      registration
                                               offering price       offering price              fee
                                               per share (1)

Common Stock,               800,000 shares         $9.50              $7,600,000             $2,006.40
par value $.22
(1)  Estimated  pursuant to Rule 457 (h) solely for the  purpose of  calculating
     the registration  fee, based upon the average of the high and low prices of
     the common  stock of the  Registrant  on May 26,  2000,  as reported in the
     consolidated reporting system.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
will be sent or given to participants in the  InterContinental  Life Corporation
1999 Stock Option Plan, as specified by Rule 428 (b)(1) under the Securities Act
of 1933, as amended.  Such  documents are not being filed with  Commission,  but
constitute (together with the documents  incorporated by reference) a prospectus
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended.

Item 1. Plan Information.

     Not filed as part of this  registration  statement  pursuant to the Note to
     Part 1 of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

     Not filed as part of this registration statement pursuant to Note to Part 1
     of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     This registration  statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission") by InterContinental  life Corporation (the "Registrant")  pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

     (1)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999.

     (2)  The Registrant's Proxy Statement  relating to the Registrant's  Annual
          Meeting of Shareholders on May 23, 2000.

     (3)  The  Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
          period ended March 31, 2000.

     (4)  The  Registrant's  Current  Reports on Form 8-K dated  June 29,  1999,
          January 31, 2000 and May 2, 2000.

     (5)  The  description  of the  Registrant's  common stock  contained in the
          Registration  Statement  on Form 8-B as filed with the  Commission  on
          August 24, 1970 and on November 16, 1970 (File No. 1-06470), including
          any  amendment  or  report  filed by the  Registrant  pursuant  to the
          Exchange Act which updates or modifies such description.

     (6)  All  documents  subsequently  filed  by  the  Registrant  pursuant  to
          Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act and prior to
          the termination of the offering of securities offered hereby.

     Any  statement  incorporated  by  reference  herein  shall be  deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
superseded such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
registration statement.

Item 4. Description of Securities.

         Not Applicable.
Item 5. Interests of Named Experts and Counsel

     The  legality  of  the  common  stock  of  the  Registrant  to  which  this
registration  statement applies has been passed upon by Theodore A. Fleron, Vice
President and Counsel of the Company.  Mr. Fleron is a full-time employee of the
Registrant and its subsidiaries and is also a director of the Registrant.  He is
also a director  and officer of  Financial  Industries  Corporation,  which owns
approximately  47.50% of the common stock of the  Registrant.  Mr. Fleron is the
beneficial  owner of  28,931  shares  of the  common  stock  of the  Registrant,
including  options to purchase 10,000 shares under the  Registrant's  1999 Stock
Option Plan.

Item 6. Indemnification of Directors and Officers

     Pursuant to the  provisions of the Texas Business  Corporation  Act and the
Registrant's  Bylaws,  directors and officers of the  Registrant are entitled to
indemnification  from the Registrant  against  certain  liabilities and expenses
paid or incurred in connection with any action,  suit or proceeding to which any
such  director  or  officer or his legal  representative  may be made a party by
reason of his being or having been such director or officer and shall  otherwise
be accorded the fullest benefits contemplated and set forth in Articles 2.02 and
2.02-1 of the Texas Business  Corporation Act, subject to the qualifications set
forth in said law. In general,  the Texas Business Corporation Act provides that
a  corporation  may  indemnify a person who is, or was, a director or officer of
the  corporation  who was, is, or is threatened to be made a named  defendant or
respondent in a proceeding  because the person is, or was, a director or officer
of the  corporation,  if it is determined that the person  conducted  himself in
good faith and reasonably believed that his conduct was in the best interests of
the corporation.

     The Texas Business  Corporation  Act provides for  indemnification  against
judgments,  penalties,  fines,  settlements  and  reasonable  expenses  actually
incurred by the person in connection with the proceeding;  but, if the person is
liable on the basis  that  personal  benefit  was  improperly  received  by him,
whether  or not the  benefit  resulted  from an  action  taken  in the  person's
official capacity or is liable to the corporation,  then  indemnification (a) is
limited to  reasonable  expenses  actually  incurred by the person in connection
with the  proceeding  and (b) shall not be made in respect to any  proceeding in
which the  person  shall  have been found  liable  for  willful  or  intentional
misconduct in the performance of his duty to the corporation..

     Expenses for the defense of any proceeding for which indemnification may be
available may be advanced by the corporation under certain circumstances.

     The Registrant's  Bylaws, as in effect on the date hereof, are incorporated
by reference herein as Exhibit 4.2.

Item 7. Exemption from Registration Claimed.

     Not Applicable.
Item 8. Exhibits.

     The following documents are filed as a part of this registration  statement
or incorporated by reference herein:

Exhibit Number                                          Description
4.1                     Articles of Incorporation of the Registrant
                        (incorporated by reference to Registrant's Registration
                        Statement on Form S-8 (Registration No. 2085333); except
                        Amendment filed December 14, 1988 (item (iv), which was
                        filed with Registrant's Current Report on Form 8-K dated
                        January 12,1989, and incorporated herein by reference;
                        and Amendment filed February 9, 1990, which was filed
                        with Registrant's Annual Report on Form 10-K for the
                        fiscal year ended December 31, 1989, and incorporated
                        herein by reference.

4.2                     Restated Articles of Incorporation of the Registrant
                        (incorporated by reference to Registrant's Quarterly
                        Report on Form 10-Q for the fiscal quarter ended
                        June 30, 1997.

4.3                     Amended and Restated Bylaws of the Registrant
                        (incorporated by reference to Registrant's Quarterly
                        Report on Form 10-Q for the fiscal quarter ended
                        June 30, 1997.

5.1                     Opinion and Consent of Theodore A. Fleron, Vice
                        President and Counsel for the Registrant.

23.1                    Consent of Theodore A. Fleron, Vice President and
                        Counsel for the Registrant (included in Exhibit 5.1.

23.2                    Consent of PricewaterhouseCoopers LLP, Independent
                        Auditors.

Item 9. Undertakings.

     (1)  The undersigned Registrant hereby undertakes:

          (a)  To file,  during  any  period in which  offers or sales are being
               made, a post- effective amendment to this registration statement:

               (i)  to include any  prospectus  required by section  10(a)(3) of
                    the Securities Act;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent post-  effective  amendment  thereto) which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b),  if, in the aggregate,  the change in volume
                    and price  represent no more than a 20 percent change in the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement;
Provided,  however, that paragraphs (1)(a)(i) and (1)(a)(ii)
                    do not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed by the Registrant pursuant to Section
                    13  or  Section   15(d)  of  the   exchange   Act  that  are
                    incorporated by reference in this registration statement.

          (b)  That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (c)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (2)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of  the  Exchange  Act  that  is  incorporated  by  reference  in  the
          registration  statement  shall be deemed to be the  initial  bona fide
          offering thereof.

     (3)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant,  pursuant to the foregoing  provisions,  or
          otherwise,  the Registrant has been advised that in the opinion of the
          Commission such  indemnification is against public policy as expressed
          in the Securities Act and is, therefore,  unenforceable.  In the event
          that a claim for indemnification  against such liabilities (other than
          the  payment  by the  Registrant  of  expenses  incurred  or paid by a
          director,  officer  or  controlling  person of the  Registrant  in the
          successful  defense of any action,  suit or proceeding) is asserted by
          such director,  officer or controlling  person in connection  with the
          securities  being  registered,  the  Registrant  will,  unless  in the
          opinion of its  counsel  the matter  has been  settled by  controlling
          precedent,  submit to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it is  against  public  policy  as
          expressed  in the  Securities  Act and will be  governed  by the final
          adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirement  for  filing  on Form  S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Austin, State of Texas on the 31st day of May , 2000.

InterContinental Life Corporation

By:     /s/ Roy F. Mitte
         Roy F. Mitte
         Chairman, President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 31st day of May, 2000.

Principal Executive Officer:

By: /s/ Roy F. Mitte
Roy F. Mitte
Chairman, President and Chief Executive Officer

Principal Financial Officer:
Principal Accounting Officer:

By: /s/ James M. Grace
James M. Grace
Vice President and Treasurer
Directors:

  /s/ Roy F. Mitte                                   /s/ James M. Grace
Roy F. Mitte, Director                             James M. Grace, Director

  /s/ Eugene E. Payne                               /s/ Jeffrey H. Demgen
Eugene E. Payne, Director                          Jeffrey H. Demgen, Director

  /s/ Robert A. Bender                              /s/ Theodore A. Fleron
Robert A. Bender, Director                         Theodore A. Fleron, Director

W. Lewis Gilcrease, Director                       Richard A. Kosson, Director

                                                     /s/ Charles K. Chacosky
Elizabeth T. Nash, Director                        Charles K. Chacosky, Director

Steven P. Schmitt, Director
Exhibit 5.1

                        InterContinental Life Corporation
                                701 Brazos Street
                               Austin, Texas 78701

May 31, 2000

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir or Madam:

I am Counsel of  InterContinental  Life  Corporation,  a Texas  corporation (the
"Company"),  and I am delivering this opinion in connection with the filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration  Statement")
for the  purpose  of  registering  800,000  shares  of the  common  stock of the
Company,   $.22  par  value   (the   "Common   Stock")   with   respect  to  the
InterContinental  Life Corporation  1999 Stock Option Plan (the "Plan").  I have
reviewed  originals  (or  copies)  of  certified  or  otherwise   satisfactorily
identified documents,  corporate and other records, certificates and papers as I
deemed it necessary to examine for the purpose of this opinion.

Based on the  foregoing,  it is my opinion that the shares of Common Stock which
are issued upon the exercise of stock options under the Plan will, when sold, be
validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the  references  to me therein under the caption  "interests of
Named Experts and Counsel." In giving this consent, however, I do not admit that
I am within the  category of persons  whose  consent is required by Section 7 of
the  Securities  Act of  1933  or  the  General  Rules  and  Regulations  of the
Securities  and  Exchange  Commission.  This  consent  is to  be  used  only  in
connection with the Plan and the issuance of Common Stock while the Registration
Statement is in effect.

Very truly yours,

/s/ Theodore A. Fleron

Theodore A. Fleron
Exhibit 23.2

                         Consent of Independent Accounts

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8, pertaining to the InterContinental  Life Corporation 1999
Stock Option Plan of our report dated March 27, 2000,  which appears on page F-2
of the Annual Report on Form 10-K of  InterContinental  Life Corporation for the
year ended December 31, 1999, filed with the Securities and Exchange Commission.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers LLP
Dallas, Texas
May 31,  2000