<PAGE>1
                                              Registration No. 33-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                              USLIFE Corporation
            (Exact name of registrant as specified in its charter)
                           ________________________
           New York                                   13-2578589
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                                125 Maiden Lane
                           New York, New York 10038

         (Address of Principal Executive Offices, including Zip Code)

         USLIFE Corporation Non-Employee Directors' Stock Option Plan
                           (Full title of the plan)
                          ___________________________
                                Richard G. Hohn
            Senior Vice President - Corporate Secretary and Counsel
                              USLIFE Corporation
                                125 Maiden Lane
                           New York, New York  10038

                    (Name and address of agent for service)
                          ___________________________
                                (212) 709-6415
         (Telephone number, including area code, of agent for service)

<TABLE>
                        CALCULATION OF REGISTRATION FEE
====================================================================================
<CAPTION>
                                       Proposed        Proposed         
Title of                               Maximum         Maximum          Amount of
Securities to         Amount to be     Offering Price  Aggregate        Registration
be Registered         Registered       Per Share       Offering Price   Fee
_____________         ____________     ______________  ______________   ____________

<S>                   <C>              <C>             <C>              <C>
Common Stock,         250,000 shares   $38.50  (1)     $9,625,000 (1)   $3,319.00
$1.00 par value       
Common Stock          250,000 rights       (2)              (2)              (2)
Purchase Rights
====================================================================================

</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933, based upon
    the average of the high and low prices of the Registrant's Common Stock as
    reported on the New York Stock Exchange Consolidated Tape on April 21,
    1994.
(2) There is no independent market for the Common Stock Purchase Rights (the
    "Rights") at this time.  Until the occurrence of certain prescribed events,
    the Rights are not exercisable, are evidenced by the certificates for the
    Common Stock and will be transferred along with and only with such
    securities.  The market price of each share of Common Stock includes the
    value of the share of Common Stock together with the value of the Right
    appertaining thereto.


<PAGE>2



                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference


        The following documents filed by USLIFE Corporation ("USLIFE") (File
No. 1-5683) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") are incorporated herein by reference:

        1. USLIFE's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and its amendment on Form 10-K/A dated April 1, 1994, filed
pursuant to Section 13 of the Exchange Act;

        2. The description of USLIFE's Common Stock contained in its
Registration Statement on Form 8-A filed April 29, 1968, as amended by its
amendment on Form 8 dated December 18, 1986 filed pursuant to Section 12 of the
Exchange Act; and

        3. A description of USLIFE's Common Stock Purchase Rights contained in
its Registration Statement on Form 8-A filed June 26, 1986, as amended by its
amendment No. 1 on Form 8 dated January 25, 1989, pursuant to Section 12 of the
Exchange Act.

Item 4. Description of Securities.

        Not applicable

Item 5. Interests of Named Experts and Counsel

   The legality of the securities covered by this Registration statement has
been passed on by Richard G. Hohn, Senior Vice President -  Corporate Secretary
and Counsel of USLIFE.  As of the date of filing this Registration Statement,
Mr. Hohn owns of record 1,050 shares of USLIFE Common Stock and beneficially
657 shares of USLIFE Common Stock through the USLIFE Employee Savings and
Investment Plan, Dividend Reinvestment Plan and Monthly Investment Plan, holds
options for the purchase of 9,750 shares of USLIFE Common Stock, none of which
are currently exercisable and has been awarded 250 shares of USLIFE Common
Stock under the USLIFE Corporation Restricted Stock Plan.

   The consolidated financial statements and related schedules in USLIFE's
Annual Report on Form 10-K dated December 31, 1993 incorporated by reference
herein have been incorporated herein in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, and upon the authority of
said firm as experts in auditing and accounting.  Such report refers to a
change in accounting to adopt the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions".

Item 6. Indemnification of Directors and Officers

        The By-Laws (Article II, Section 12) of USLIFE provide that except to
the extent expressly prohibited by the New York Business
<PAGE>3


Corporation Law, USLIFE shall indemnify each person made or threatened to be
made a party to or called as a witness in or asked to provide information in
connection with any pending or threatened action, proceeding, hearing or
investigation, whether civil or criminal, and whether judicial, quasi-judicial,
administrative, or legislative, and whether or not for or in the right of
USLIFE or any other enterprise, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of USLIFE, or is
or was a director or officer of USLIFE who also serves or served at the request
of USLIFE any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred in connection with such action or proceeding, or any
appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such person establishes that
his or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled, and provided further
that no such indemnification shall be required with respect to any settlement
or other non-adjudicated disposition of any threatened or pending action or
proceeding unless USLIFE has given its prior consent to such settlement or
other disposition.

        USLIFE shall advance or promptly reimburse, upon request of any person
entitled to indemnification under such By-Laws, all expenses, including
attorneys' fees, reasonably incurred in defending any action or proceeding in
advance of the final disposition thereof upon receipt of a written undertaking
by or on behalf of such person to repay such amount if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such person is entitled, provided
however, that such person shall cooperate in good faith with any request by
USLIFE that common counsel be utilized by the parties to an action or
proceeding who are similarly situated unless to do so would be inappropriate
due to actual or potential differing interests between or among such parties.

        Nothing in the By-Laws shall limit or affect any right of any person
otherwise than under the By-Laws to indemnification or expenses, including
attorney's fees, under any statute, rule, regulation, certificate of
incorporation, by-law, insurance policy, contract or otherwise.

        No elimination or amendment of the By-Law pertaining to indemnification
adversely affecting the right of any person to indemnification or advancement
of expenses under the By-Laws shall be effective until the 60th day following
notice to such person of such action, and no elimination of or amendment to
such By-Laws shall deprive any person of his or her rights under such By-Laws
arising out of alleged or actual occurrences, acts or failures to act prior to
such 60th day.  The provisions of this paragraph as set forth in the By-Laws
supersede anything to the contrary in the By-Laws.
<PAGE>4


        USLIFE shall not, except by elimination or amendment of the By-Law
pertaining to indemnification in a manner consistent with the preceding
paragraph, take any corporate action or enter into any agreement which
prohibits, or otherwise limits the rights of any person to, indemnification in
accordance with the provisions of the By-Law pertaining to indemnification.
The indemnification of any person provided by the By-Law pertaining to
indemnification shall continue after such person has ceased to be a director or
officer of USLIFE and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.

        USLIFE is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to the By-Law pertaining to
indemnification.  It is expressly recognized in such By-Law that all directors
and officers of USLIFE, by serving as such after the adoption of the By-Law
pertaining to indemnification and advancement of expenses, are acting in
reliance thereon and that USLIFE is estopped to contend otherwise.
Additionally, it is expressly recognized in such By-Law that all persons who
serve or served as directors, officers or employees of corporations which are
subsidiaries or affiliates of USLIFE (or other entities controlled by USLIFE)
and are directors or officers of USLIFE are conclusively presumed to serve or
have served as such at the request of USLIFE and to the extent permitted by
law, are entitled to indemnification under the By-Laws, but that no such person
shall have any rights under the By Laws, or in connection with the By-Laws,
except to the extent that indemnification under the By Laws, is permitted by
law.

   In case any provision in the By-Law pertaining to indemnification shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected
provision shall be given the fullest possible enforcement in the circumstances,
it being the intention of USLIFE to afford indemnification and advancement of
expenses to its directors and officers, acting in such capacities or in other
capacities mentioned in the By-Laws to the fullest extent permitted by law.

        For purposes of the By-Law pertaining to indemnification, USLIFE shall
be deemed to have requested a director or officer of USLIFE  to serve an
employee benefit plan where the performance by such person of his or her duties
to USLIFE also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan, and excise
taxes assessed on a person with respect to an employee benefit plan pursuant to
applicable law shall be considered indemnifiable expenses.  For purposes of the
By-Law pertaining to indemnification, the term "USLIFE" shall include any legal
successor to USLIFE, including any corporation which acquires all or
substantially all of the assets of USLIFE in one or more transactions.

        A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in the first paragraph of Article II, Section 12 of the By-Laws shall be
entitled to indemnification as authorized in such paragraph.  Except as
provided in the preceding sentence and unless ordered by a court, any
indemnification under the By-Law pertaining to
<PAGE>5


indemnification shall be made by USLIFE if, and only if, authorized in the
specific case:

        (1)    By the Board of Directors acting by a quorum consisting of
               directors who are not parties to such action or proceeding upon
               a finding that the director or officer has met the standard of
               conduct set forth in the first paragraph of Article II, Section
               12 of the By-Laws or,

        (2)    If such a quorum is not obtainable or, even if obtainable, a
               quorum of disinterested directors so directs:

               (a)  By the Board of Directors upon the opinion in writing of
                    independent legal counsel that indemnification is proper in
                    the circumstances because the standard of conduct set forth
                    in the first paragraph of Article II, Section 12 of the By-
                    Laws has been met by such director or officer, or

               (b)  By the shareholders upon a finding that the director or
                    officer has met the applicable standard of conduct set
                    forth in such paragraph.

If any action with respect to indemnification of directors and officers is
taken by way of amendment of the By-Laws, resolution of directors, or by
agreement, USLIFE shall, not later than the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such action and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the action taken.

        In addition to the above provisions of the By-Laws, Article EIGHTH of
the USLIFE Certificate of Incorporation provides, as permitted under New York
Law, that no director of USLIFE shall be personally liable to USLIFE or to
USLIFE's shareholders for damages for any breach of duty in such director's
capacity as a director except (i) if a judgment or other final adjudication
establishes that the director's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law; (ii) the director
personally gained in fact a financial profit or other advantage to which the
director was not legally entitled; or (iii) the director voted for or concurred
in: the declaration of an unlawful dividend or repurchase of USLIFE stock, an
unlawful distribution of corporate assets to shareholders after dissolution of
USLIFE without paying or adequately providing for all known liabilities, or
improper loans to a director.  No amendment, modification or repeal of Article
EIGHTH of the Certificate of Incorporation will adversely affect, limit or
eliminate any right of any director or any limitation or elimination of the
liability of any director that exists at the time of such amendment,
modification or repeal.

   USLIFE has purchased insurance covering all of its directors and officers as
a group for up to an aggregate of $20 million per year, with a $50 thousand
aggregate deductible per loss for all directors and officers, except to the
extent that the insurance could result in indemnifying the directors or
officers in instances in which they may not
<PAGE>6


be indemnified under the provisions of the New York Business Corporation Law,
in which case the insurer would pay 99 1/2% of a covered loss for losses of $1
million or less and 100% of a covered loss for losses over $1 million, for
breach of duty, neglect, error, misstatement, misleading statement, omission or
other act wrongfully done or attempted, solely by reason of their being such a
director or officer.  Principal exclusions under the policy are libel and
slander, liability under Section 16(b) of the Securities Exchange Act of 1934,
liability under the Employee Retirement Income Security Act of 1974 and active,
deliberate dishonesty established by final judgment of a court.

Item 7. Exemption from Registration Claimed.

        Not applicable

Item 8. Exhibits.

Exhibit
Number

 4(a)  -   USLIFE Corporation Non-Employee Directors' Stock Option Plan

 4(b)  -   Amended and Restated Rights Agreement, dated as of June 24, 1986 and
           amended and restated as of January 24, 1989, between USLIFE
           Corporation and Chemical Bank as successor by merger to
           Manufacturers Hanover Trust Company, as Rights Agent, relating to
           Common Stock Purchase Rights issued by USLIFE on July 10, 1986,
           incorporated herein by reference to USLIFE 's Current Report on Form
           8-K dated January 24, 1989 (File No. 1-5683).

 5     -   Opinion of Counsel

 23    -   Consents

     (a)   Of independent accountants.  Consent of KPMG Peat Marwick.

     (b)   Of counsel.  For consent of Counsel, see Exhibit 5.

 24    -   Powers of Attorney

Item 9.  Undertakings

        The undersigned registrant hereby undertakes:

   (1)  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 of 1933;

   (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 thereof) which, individually or in the aggregate,
        represent a fundamental change in the information set forth in the
        registration statement;
<PAGE>7



   (iii)   To include any material information with respect to the plan of
           distribution not previously disclosed in the registration statement
           or any material change to such information in the registration
           statement;

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

        (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

        (3)    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.

        The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act and
will be governed by the final adjudication of such issue.
<PAGE>8

                                  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 the requirements 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 New York, and the State of New York, on the
25th day of April, 1994.

                                USLIFE Corporation


                            By: /s/ Gordon E. Crosby, Jr.
                                _______________________________
                                Gordon E. Crosby, Jr.
                                Chairman of the Board
                                and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.


        Signature               Title                       Date
        _________               _____                       ____


                            Chairman of the Board
                              and Chief Executive
                              Officer
                              (Principal Executive
/s/ Gordon E. Crosby, Jr.     Officer)                      April 25, 1994
__________________________
(Gordon E. Crosby, Jr.)

                            Vice Chairman of the
                              Board and Chief
/s/ Greer F. Henderson        Financial Officer             April 25, 1994
__________________________
(Greer F. Henderson)

                            Senior Vice President-
                              Controller (Principal
/s/ James B. Lynch, Jr.       Accounting Officer)           April 25, 1994
__________________________
  (James B. Lynch, Jr.)


           *                Director                        April 25, 1994
__________________________  
   (Kenneth Black, Jr.)



           *                Director                        April 25, 1994
__________________________
    (Robert J. Casper)



           *                Director                        April 25, 1994
__________________________
    (Austin L. D'Alton)


            *               Director                        April 25, 1994
__________________________
    (Thomas H. Lenagh)
<PAGE>9


        Signature               Title                       Date
        _________               _____                       ____


            *               Director                        April 25, 1994
__________________________
     (Eben W. Pyne)



            *               Director                        April 25, 1994
__________________________
     (John W. Riehm)



            *               Director                        April 25, 1994
__________________________
  (Christopher S. Ruisi)



             *              Director                        April 25, 1994
__________________________
     (Franklin R. Saul)



             *              Director                        April 25, 1994
__________________________
    (Robert L. Shafer)



             *              Director                        April 25, 1994
__________________________
    (William G. Sharwell)



             *              Director                        April 25, 1994
__________________________
   (William A. Simpson)



             *              Director                        April 25, 1994
__________________________
    (Beryl W. Sprinkel)



             *              Director                        April 25, 1994
__________________________
    (Pinkey C. Walker)

*  Gordon E. Crosby, Jr., by signing
   His name hereto on April 25, 1994,
   does hereby sign this document on
   behalf of each of the indicated
   directors of the registrant
   pursuant to powers of attorney duly
   executed by such persons.



/s/ Gordon E. Crosby, Jr.
________________________________________
Gordon E. Crosby, Jr., Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR NON-EMPLOYEE DIRECTORS' SOP", "secsgml_size_bytes": 25864}]
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1
                                              Registration No. 33-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                              USLIFE Corporation
            (Exact name of registrant as specified in its charter)
                           ________________________
           New York                                   13-2578589
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                                125 Maiden Lane
                           New York, New York 10038

         (Address of Principal Executive Offices, including Zip Code)

         USLIFE Corporation Non-Employee Directors' Stock Option Plan
                           (Full title of the plan)
                          ___________________________
                                Richard G. Hohn
            Senior Vice President - Corporate Secretary and Counsel
                              USLIFE Corporation
                                125 Maiden Lane
                           New York, New York  10038

                    (Name and address of agent for service)
                          ___________________________
                                (212) 709-6415
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
====================================================================================
Proposed        Proposed         
Title of                               Maximum         Maximum          Amount of
Securities to         Amount to be     Offering Price  Aggregate        Registration
be Registered         Registered       Per Share       Offering Price   Fee
_____________         ____________     ______________  ______________   ____________
Common Stock,         250,000 shares   $38.50  (1)     $9,625,000 (1)   $3,319.00
$1.00 par value       
Common Stock          250,000 rights       (2)              (2)              (2)
Purchase Rights
====================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933, based upon
    the average of the high and low prices of the Registrant's Common Stock as
    reported on the New York Stock Exchange Consolidated Tape on April 21,
    1994.
(2) There is no independent market for the Common Stock Purchase Rights (the
    "Rights") at this time.  Until the occurrence of certain prescribed events,
    the Rights are not exercisable, are evidenced by the certificates for the
    Common Stock and will be transferred along with and only with such
    securities.  The market price of each share of Common Stock includes the
    value of the share of Common Stock together with the value of the Right
    appertaining thereto.
2

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The following documents filed by USLIFE Corporation ("USLIFE") (File
No. 1-5683) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") are incorporated herein by reference:

        1. USLIFE's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and its amendment on Form 10-K/A dated April 1, 1994, filed
pursuant to Section 13 of the Exchange Act;

        2. The description of USLIFE's Common Stock contained in its
Registration Statement on Form 8-A filed April 29, 1968, as amended by its
amendment on Form 8 dated December 18, 1986 filed pursuant to Section 12 of the
Exchange Act; and

        3. A description of USLIFE's Common Stock Purchase Rights contained in
its Registration Statement on Form 8-A filed June 26, 1986, as amended by its
amendment No. 1 on Form 8 dated January 25, 1989, pursuant to Section 12 of the
Exchange Act.

Item 4. Description of Securities.

        Not applicable

Item 5. Interests of Named Experts and Counsel

   The legality of the securities covered by this Registration statement has
been passed on by Richard G. Hohn, Senior Vice President -  Corporate Secretary
and Counsel of USLIFE.  As of the date of filing this Registration Statement,
Mr. Hohn owns of record 1,050 shares of USLIFE Common Stock and beneficially
657 shares of USLIFE Common Stock through the USLIFE Employee Savings and
Investment Plan, Dividend Reinvestment Plan and Monthly Investment Plan, holds
options for the purchase of 9,750 shares of USLIFE Common Stock, none of which
are currently exercisable and has been awarded 250 shares of USLIFE Common
Stock under the USLIFE Corporation Restricted Stock Plan.

   The consolidated financial statements and related schedules in USLIFE's
Annual Report on Form 10-K dated December 31, 1993 incorporated by reference
herein have been incorporated herein in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, and upon the authority of
said firm as experts in auditing and accounting.  Such report refers to a
change in accounting to adopt the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions".

Item 6. Indemnification of Directors and Officers

        The By-Laws (Article II, Section 12) of USLIFE provide that except to
the extent expressly prohibited by the New York Business
3

Corporation Law, USLIFE shall indemnify each person made or threatened to be
made a party to or called as a witness in or asked to provide information in
connection with any pending or threatened action, proceeding, hearing or
investigation, whether civil or criminal, and whether judicial, quasi-judicial,
administrative, or legislative, and whether or not for or in the right of
USLIFE or any other enterprise, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of USLIFE, or is
or was a director or officer of USLIFE who also serves or served at the request
of USLIFE any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred in connection with such action or proceeding, or any
appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such person establishes that
his or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled, and provided further
that no such indemnification shall be required with respect to any settlement
or other non-adjudicated disposition of any threatened or pending action or
proceeding unless USLIFE has given its prior consent to such settlement or
other disposition.

        USLIFE shall advance or promptly reimburse, upon request of any person
entitled to indemnification under such By-Laws, all expenses, including
attorneys' fees, reasonably incurred in defending any action or proceeding in
advance of the final disposition thereof upon receipt of a written undertaking
by or on behalf of such person to repay such amount if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such person is entitled, provided
however, that such person shall cooperate in good faith with any request by
USLIFE that common counsel be utilized by the parties to an action or
proceeding who are similarly situated unless to do so would be inappropriate
due to actual or potential differing interests between or among such parties.

        Nothing in the By-Laws shall limit or affect any right of any person
otherwise than under the By-Laws to indemnification or expenses, including
attorney's fees, under any statute, rule, regulation, certificate of
incorporation, by-law, insurance policy, contract or otherwise.

        No elimination or amendment of the By-Law pertaining to indemnification
adversely affecting the right of any person to indemnification or advancement
of expenses under the By-Laws shall be effective until the 60th day following
notice to such person of such action, and no elimination of or amendment to
such By-Laws shall deprive any person of his or her rights under such By-Laws
arising out of alleged or actual occurrences, acts or failures to act prior to
such 60th day.  The provisions of this paragraph as set forth in the By-Laws
supersede anything to the contrary in the By-Laws.
4

        USLIFE shall not, except by elimination or amendment of the By-Law
pertaining to indemnification in a manner consistent with the preceding
paragraph, take any corporate action or enter into any agreement which
prohibits, or otherwise limits the rights of any person to, indemnification in
accordance with the provisions of the By-Law pertaining to indemnification.
The indemnification of any person provided by the By-Law pertaining to
indemnification shall continue after such person has ceased to be a director or
officer of USLIFE and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.

        USLIFE is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to the By-Law pertaining to
indemnification.  It is expressly recognized in such By-Law that all directors
and officers of USLIFE, by serving as such after the adoption of the By-Law
pertaining to indemnification and advancement of expenses, are acting in
reliance thereon and that USLIFE is estopped to contend otherwise.
Additionally, it is expressly recognized in such By-Law that all persons who
serve or served as directors, officers or employees of corporations which are
subsidiaries or affiliates of USLIFE (or other entities controlled by USLIFE)
and are directors or officers of USLIFE are conclusively presumed to serve or
have served as such at the request of USLIFE and to the extent permitted by
law, are entitled to indemnification under the By-Laws, but that no such person
shall have any rights under the By Laws, or in connection with the By-Laws,
except to the extent that indemnification under the By Laws, is permitted by
law.

   In case any provision in the By-Law pertaining to indemnification shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected
provision shall be given the fullest possible enforcement in the circumstances,
it being the intention of USLIFE to afford indemnification and advancement of
expenses to its directors and officers, acting in such capacities or in other
capacities mentioned in the By-Laws to the fullest extent permitted by law.

        For purposes of the By-Law pertaining to indemnification, USLIFE shall
be deemed to have requested a director or officer of USLIFE  to serve an
employee benefit plan where the performance by such person of his or her duties
to USLIFE also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan, and excise
taxes assessed on a person with respect to an employee benefit plan pursuant to
applicable law shall be considered indemnifiable expenses.  For purposes of the
By-Law pertaining to indemnification, the term "USLIFE" shall include any legal
successor to USLIFE, including any corporation which acquires all or
substantially all of the assets of USLIFE in one or more transactions.

        A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in the first paragraph of Article II, Section 12 of the By-Laws shall be
entitled to indemnification as authorized in such paragraph.  Except as
provided in the preceding sentence and unless ordered by a court, any
indemnification under the By-Law pertaining to
5

indemnification shall be made by USLIFE if, and only if, authorized in the
specific case:

        (1)    By the Board of Directors acting by a quorum consisting of
               directors who are not parties to such action or proceeding upon
               a finding that the director or officer has met the standard of
               conduct set forth in the first paragraph of Article II, Section
               12 of the By-Laws or,

        (2)    If such a quorum is not obtainable or, even if obtainable, a
               quorum of disinterested directors so directs:

               (a)  By the Board of Directors upon the opinion in writing of
                    independent legal counsel that indemnification is proper in
                    the circumstances because the standard of conduct set forth
                    in the first paragraph of Article II, Section 12 of the By-
                    Laws has been met by such director or officer, or

               (b)  By the shareholders upon a finding that the director or
                    officer has met the applicable standard of conduct set
                    forth in such paragraph.

If any action with respect to indemnification of directors and officers is
taken by way of amendment of the By-Laws, resolution of directors, or by
agreement, USLIFE shall, not later than the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such action and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the action taken.

        In addition to the above provisions of the By-Laws, Article EIGHTH of
the USLIFE Certificate of Incorporation provides, as permitted under New York
Law, that no director of USLIFE shall be personally liable to USLIFE or to
USLIFE's shareholders for damages for any breach of duty in such director's
capacity as a director except (i) if a judgment or other final adjudication
establishes that the director's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law; (ii) the director
personally gained in fact a financial profit or other advantage to which the
director was not legally entitled; or (iii) the director voted for or concurred
in: the declaration of an unlawful dividend or repurchase of USLIFE stock, an
unlawful distribution of corporate assets to shareholders after dissolution of
USLIFE without paying or adequately providing for all known liabilities, or
improper loans to a director.  No amendment, modification or repeal of Article
EIGHTH of the Certificate of Incorporation will adversely affect, limit or
eliminate any right of any director or any limitation or elimination of the
liability of any director that exists at the time of such amendment,
modification or repeal.

   USLIFE has purchased insurance covering all of its directors and officers as
a group for up to an aggregate of $20 million per year, with a $50 thousand
aggregate deductible per loss for all directors and officers, except to the
extent that the insurance could result in indemnifying the directors or
officers in instances in which they may not
6

be indemnified under the provisions of the New York Business Corporation Law,
in which case the insurer would pay 99 1/2% of a covered loss for losses of $1
million or less and 100% of a covered loss for losses over $1 million, for
breach of duty, neglect, error, misstatement, misleading statement, omission or
other act wrongfully done or attempted, solely by reason of their being such a
director or officer.  Principal exclusions under the policy are libel and
slander, liability under Section 16(b) of the Securities Exchange Act of 1934,
liability under the Employee Retirement Income Security Act of 1974 and active,
deliberate dishonesty established by final judgment of a court.

Item 7. Exemption from Registration Claimed.

        Not applicable

Item 8. Exhibits.

Exhibit
Number

 4(a)  -   USLIFE Corporation Non-Employee Directors' Stock Option Plan

 4(b)  -   Amended and Restated Rights Agreement, dated as of June 24, 1986 and
           amended and restated as of January 24, 1989, between USLIFE
           Corporation and Chemical Bank as successor by merger to
           Manufacturers Hanover Trust Company, as Rights Agent, relating to
           Common Stock Purchase Rights issued by USLIFE on July 10, 1986,
           incorporated herein by reference to USLIFE 's Current Report on Form
           8-K dated January 24, 1989 (File No. 1-5683).

 5     -   Opinion of Counsel

 23    -   Consents

     (a)   Of independent accountants.  Consent of KPMG Peat Marwick.

     (b)   Of counsel.  For consent of Counsel, see Exhibit 5.

 24    -   Powers of Attorney

Item 9.  Undertakings

        The undersigned registrant hereby undertakes:

   (1)  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 of 1933;

   (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 thereof) which, individually or in the aggregate,
        represent a fundamental change in the information set forth in the
        registration statement;
7

   (iii)   To include any material information with respect to the plan of
           distribution not previously disclosed in the registration statement
           or any material change to such information in the registration
           statement;

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

        (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

        (3)    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.

        The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act and
will be governed by the final adjudication of such issue.
8

                                  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 the requirements 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 New York, and the State of New York, on the
25th day of April, 1994.

                                USLIFE Corporation

                            By: /s/ Gordon E. Crosby, Jr.
                                _______________________________
                                Gordon E. Crosby, Jr.
                                Chairman of the Board
                                and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

        Signature               Title                       Date
        _________               _____                       ____

                            Chairman of the Board
                              and Chief Executive
                              Officer
                              (Principal Executive
/s/ Gordon E. Crosby, Jr.     Officer)                      April 25, 1994
__________________________
(Gordon E. Crosby, Jr.)

                            Vice Chairman of the
                              Board and Chief
/s/ Greer F. Henderson        Financial Officer             April 25, 1994
__________________________
(Greer F. Henderson)

                            Senior Vice President-
                              Controller (Principal
/s/ James B. Lynch, Jr.       Accounting Officer)           April 25, 1994
__________________________
  (James B. Lynch, Jr.)

           *                Director                        April 25, 1994
__________________________  
   (Kenneth Black, Jr.)

           *                Director                        April 25, 1994
__________________________
    (Robert J. Casper)

           *                Director                        April 25, 1994
__________________________
    (Austin L. D'Alton)

            *               Director                        April 25, 1994
__________________________
    (Thomas H. Lenagh)
9

        Signature               Title                       Date
        _________               _____                       ____

            *               Director                        April 25, 1994
__________________________
     (Eben W. Pyne)

            *               Director                        April 25, 1994
__________________________
     (John W. Riehm)

            *               Director                        April 25, 1994
__________________________
  (Christopher S. Ruisi)

             *              Director                        April 25, 1994
__________________________
     (Franklin R. Saul)

             *              Director                        April 25, 1994
__________________________
    (Robert L. Shafer)

             *              Director                        April 25, 1994
__________________________
    (William G. Sharwell)

             *              Director                        April 25, 1994
__________________________
   (William A. Simpson)

             *              Director                        April 25, 1994
__________________________
    (Beryl W. Sprinkel)

             *              Director                        April 25, 1994
__________________________
    (Pinkey C. Walker)

*  Gordon E. Crosby, Jr., by signing
   His name hereto on April 25, 1994,
   does hereby sign this document on
   behalf of each of the indicated
   directors of the registrant
   pursuant to powers of attorney duly
   executed by such persons.

/s/ Gordon E. Crosby, Jr.
________________________________________
Gordon E. Crosby, Jr., Attorney-in-Fact