SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                                FORM S-8


                         Registration Statement
                               Under the
                         Securities Act of 1933


                National Western Life Insurance Company
         (Exact Name of Registrant as Specified in Its Charter)

        Colorado                                        84-0467208      
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

         850 East Anderson Lane    Austin, Texas    78752-1602
         (Address of Principal Executive Offices)     (Zip Code)

 National Western Life Insurance Company 1995 Stock and Incentive Plan
                        (Full Title of the Plan)

    James P. Payne, 850 East Anderson Lane, Austin, Texas 78752-1602
                (Name and Address of Agent for Service)

                              512/836-1010                      
      Telephone Number, Including Area Code, of Agent for Service


                    CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


                              Proposed        Proposed
   Title of                   Maximum         Maximum
 Securities       Amount      Offering        Aggregate         Amount of
   to be           to be      Price Per       Offering         Registration
  Registered     Registered    Share            Price              Fee 
                 
                                                         

<S>              <C>         <C>             <C>             <C>

  Class A        300,000     $102.00         $30,600,000     $10,552*
 $1.00 Par
Common Stock


<FN>

*The fee is  1/29 of 1% of  $30,600,000, the maximum aggregate  offering
price as of October 17, 1997, which was the market value average  of the
bid and asked price as of such date of the shares registered.

</FN>
</TABLE>


                                 Part I
            Information Required in Section 10(a) Prospectus


   This  document is dated October 23,  1997, and constitutes part of a
prospectus covering  securities  that  have been  registered  under  the
Securities Act of 1933.


Item 1.   Plan Information


   (a)    General Plan Information.

   At its April 21, 1995 meeting, Registrant's Board of Directors adopted
the National Western Life Insurance Company 1995 Stock and Incentive Plan
(the "Plan"), and the  Plan was approved by Registrant's stockholders  on
June 16, 1995. The purpose of the Plan is to align the personal financial
incentives of key  personnel with the long-term growth of Registrant  and
the interests of its stockholders through the ownership and performance of
Registrant's Class A, $1.00 par value, Common Stock ("Common Stock"), to
enhance Registrant's  ability to retain  key personnel,  and to  attract
outstanding prospective employees and Directors.


  The adoption of the Plan was part of the establishment of Registrant's
initial long-term incentive programs. In structuring the Plan, the Board
of Directors sought  to provide for  a variety of  awards that could  be
flexibly administered.  This flexibility will permit Registrant to  keep
pace with  changing  developments in  management compensation  and  make
Registrant competitive with those companies that offer creative incentives
to attract and keep key management  employees.  The Plan is designed  to
allow Registrant to respond to changing circumstances such as changes in
tax laws,  accounting  rules, securities  regulations, and  other  rules
regarding  benefit plans.   The Plan grants  the Compensation and  Stock
Option  Committee of  the Board  of Directors  (the "Committee"),  which
administers the Plan, flexibility in creating the terms and restrictions
deemed appropriate  for  particular awards  as facts  and  circumstances
warrant.


    The summary  of the  Plan which  appears below  is qualified  in its
entirety by reference  to the full  text of the  Plan, as documented  in
Exhibit 10.


   Types of Awards. The Plan provides for the grant of any or all of the
following types of awards: (1) stock options for Common Stock, including
incentive stock  options  and  non-qualified stock  options;  (2)  stock
appreciation rights, in  tandem with stock options or freestanding;  (3)
restricted stock; (4) incentive awards; and (5) performance awards.  Any
stock option granted in the form of an incentive stock option must satisfy
the applicable requirements of Section 422 of the Internal Revenue  Code
("Code").  Awards may be made to the same person on more than one occasion
and may be granted singly, in combination, or in tandem as determined by
the Committee.  For more detail as to the awards, see (b) below.


   Term.  The Plan was effective as of April 21, 1995, and will terminate
on April 20, 2005, unless earlier terminated by the Board of  Directors.
Termination of the Plan will not affect awards made prior to termination,
but awards will not be made after termination.

   Administration.  The Plan is administered by the Committee, which is
composed of non-management members of the Registrant's Board of Directors.
The Committee is elected annually by the Board of Directors, who are, in
turn, elected annually by the shareholders.  None of the members of  the
Committee are officers or employees of the Company or its  subsidiaries.
The Committee acts as manager of the Plan, and the members may be replaced
by majority vote of the Board of Directors.  Subject to the terms of and
consistent with  the Plan,  the Committee  has authority  (i) to  select
personnel to receive awards, (ii) to determine the timing, form, amount or
value,  and  terms  of  grants  and  awards,  and  the  conditions   and
restrictions, if any, subject to which grants and awards will be made and
become payable under the Plan (other than non-discretionary stock options
for non-employee Directors), (iii) to construe the plan and to prescribe
rules and regulations with respect to the administration of the Plan, and
(iv) to make such other determinations authorized under the Plan as  the
Committee deems necessary or appropriate.

   The Plan is not subject to the Employee Retirement Income Security Act
of 1974 ("ERISA").

   Agreements.   Each  award under  the  Plan will  be evidenced  by an
agreement in such  form and containing such provisions not  inconsistent
with the provisions of the applicable plan as the Committee from time to
time approves.   In applicable situations,  such agreements may  include
provisions to qualify an incentive  stock option, or to provide for  the
payment of  the option price, in whole or in part, by the delivery of  a
number of shares of Common Stock (plus cash if necessary) having a  fair
market value equal to any option price.  Such agreements may also include,
without limitations, provisions relating to (i) vesting, (ii) tax matters
(including  provisions  (x)   covering  any  applicable  employee   wage
withholding requirements, (y) prohibiting a holder from making an election
under Section 83(b) of the Code, or (z) providing "gross up" payments to
compensate eligible individuals for any excise taxes imposed as a result
of  a  Change of  Control  payment), and  (iii)  any other  matters  not
inconsistent with the terms and provisions of the relevant plans that the
Committee in its sole discretion determines.  The terms and conditions of
agreements need not be identical.

   Amendment.  The Board of Directors may at any time terminate or amend
the Plan in any respect, except that the Board may not, without approval
of the stockholders of the Company, amend the Plan so as to (i) increase
the number of shares of Common Stock which may be issued under  the Plan
(except for adjustments in the number of shares permitted with respect to
certain  stock splits,  stock  dividends, mergers,  reorganizations,  or
recapitalizations as described under "Shares Subject to the Plan" above)
or change the option exercise price; (ii) modify the requirements as  to
eligibility for participation;  (iii) materially  increase the  benefits
accruing to participants under the Plan; or (iv) extend the duration  of
the Plan beyond April 20, 2005.  No amendment or termination of the Plan
shall, without the consent of  the optionee or participant in the  Plan,
alter or impair the rights of such person under any options or other award
theretofore granted under the Plan.

   Change  of Control.   In order to maintain  all of the participants'
rights in the event of a Change of Control (as defined in the Plan), all
outstanding awards (of whatever type) shall immediately vest and  become
exercisable or satisfiable upon  the occurrence of a Change of  Control.
The Committee, in its discretion, may determine that upon the occurrence
of such a transaction,  each award outstanding shall terminate within  a
specified number of  days after notice to  the holder thereof, and  such
holder shall receive, with respect to each share of Common Stock subject
to such award, cash in an amount equal to the excess of (i) the higher of
(x) the Fair Market Value (as defined in the Plan) of such share of Common
Stock immediately prior to the occurrence of such transaction, or (y) the
value of the  consideration to be received  in such transaction for  one
share of Common Stock over (ii)  the price per share, if applicable,  of
Common Stock set forth in such  award.  If the consideration offered  to
stockholders of the Company in any transaction in this paragraph consists
of anything other than cash, the Committee shall determine the fair cash
equivalent of the portion of the consideration offered which is other than
cash.  These  provisions will  not terminate any  right of  a holder  to
further payments pursuant to any agreement between the Company and  such
holder following a  Change of  Control.  A  "Change of  Control" of  the
Company is deemed to occur under the Plan if: (i) any "person,"  as such
term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 50% or more of  the combined voting power of the  Company's
outstanding  securities  then  entitled to  vote  for  the  election  of
Directors; or (ii) during any period of two consecutive years, individuals
who at the  beginning of such period  constitute the Board of  Directors
cease for any reason to constitute at least a majority thereof; or (iii)
the Board of Directors shall approve the sale of all or substantially all
of the assets of the Company; or (iv) the Board of Directors shall approve
any merger, consolidation, issuance of securities or purchase of assets,
the result of which  would be the occurrence  of any event described  in
clause (i) or (ii) above.

   Additional  information  about the Plan may be obtained from James P.
Payne,  Vice-President and  Corporate Secretary,  National Western  Life
Insurance Company,  850 East  Anderson Lane,  Austin, Texas  78752-1602,
telephone number 512/836-1010.

   (b)    Securities to be Offered.

   The Plan provides a total of 300,000 shares of the Company's authorized
but unissued  Class  A Common,  $1.00  par value,  non-cumulative  stock
("Common Stock") to be made available for the awards under the Plan.  The
Company has authorized and outstanding two classes of Common Stock, Class
A and  Class B.   As of September 30,  1997, the number of  Registrant's
outstanding  Class  A Common  Stock  was  3,291,338 and  the  number  of
outstanding Class B Common Stock shares was 200,000.  The Class A shares
are publicly held and traded,  whereas the Class B shares are  privately
held and not publicly traded.  The Class A and Class B shares are alike in
all respects except that:


   (1)    The Class A Common Stock has the exclusive right to elect one-
          third (1/3) of the total  number of directors constituting  the
          whole   Board  of  Directors  (treating  any  fraction  as  an
          additional  director) and  the Class  B Common  Stock has  the
          exclusive right to elect the remaining directors.

   (2)    The  cash or in-kind dividends are without a fixed rate,  non-
          cumulative  and  subject  to  declaration  by  the  Board  of
          Directors, but any dividend that may  be paid on each share of
          Class  A  Common Stock must  be twice the  amount of any  such
          dividend that may be paid on  each share of the Class B Common
          Stock.

   (3)    In  the  event  of  the  dissolution  or  winding  up  of  the
          corporation, whether voluntary or involuntary, the assets shall
          be  distributed among the Class A and Class B stockholders  in
          the following manner:

       (i)    the Class A stockholders shall first receive the $1.00 par
              value for each of the Class A shares validly issued, held
              and outstanding;

       (ii)   the Class B stockholders shall then receive the $1.00 par
              value for each of the Class B shares validly issued, held
              and outstanding;

       (iii)  the  remaining  assets  of the  Corporation shall  then be
              divided and distributed to and among the stockholders of all
              of  the stock of the Corporation in proportion to the number
              of shares of  stock  held by each such stockholder without
              preference  of any one class of stock over any other class.

   (4)    In the  event of any spin-off  or distribution in-kind of  the
          shares of a  subsidiary corporation of the Company, and  which
          subsidiary corporation has only one class  of stock issued and
          outstanding, each share of Class B  common stock shall receive
          only one-half (1/2) of the number  of shares of the  subsidiary
          corporation as are to be received by each share of the Class A
          Common  Stock;   and,  in  the  event  that  such   subsidiary
          corporation  has two  classes of  stock which  are similar  in
          rights and privileges to the Class  A Common Stock and Class B
          Common Stock of the Company described herein, then the Class A
          Common Stock shall receive in-kind only that class of shares of
          the  subsidiary corporation  which is similar  to the Class  A
          Common Stock shares, and the Class B Common Stock shares shall
          receive  in-kind only that class  of shares of the  subsidiary
          corporation  which is  similar  to the  Class B  Common  Stock
          shares.

   One-half (1/2) of all shares entitled to vote on an issue constitutes a
quorum at any meeting of the shareholders, and an affirmative majority of
those shares  represented at  the meeting and  entitled to  vote on  the
subject matter constitutes an act by that class of shareholders, unless a
greater number of shares is required by law.

   Cumulative voting by shareholders is not permitted, and shareholders
do not have preemptive rights to subscribe to additional shares that may
be offered by the Company.

   The issued shares are deemed fully paid and are non-assessable for any
corporate liabilities.

   Under the  provisions of Section 10-3-120  of the Colorado Insurance
Code, and  Section 16(b)  of the Securities  Exchange Act  of 1934,  the
receipt of any of the stock shares under the Plan will be treated the same
as the  purchase of any other Class A Common Shares of the Company,  and
such shares will be subject to the "insider trading short-swing" profits
liability tests imposed by such statutes upon any purchase and sale,  or
any sale and purchase, of any Class A Common Shares of the Company by the
employee within  any period  of less than  six months,  and any  profits
realized by such employee from any such transaction will inure to and be
recoverable by the Company.

   (c)    Employees Who May Participate in the Plan.

   All  of the  employees of  the Registrant  and its  subsidiaries are
eligible to  participate in  the Plan.   In addition,  Directors of  the
Company (other than Committee members) are eligible for restricted stock
awards,  incentive awards,  and  performance  awards,  and  non-employee
Directors (including members of the Committee) receive non-discretionary
stock options as described below under "Stock Options."  The selection of
participants from  eligible personnel is  within the  discretion of  the
Committee,  except  with  respect  to  non-discretionary  stock  options
automatically awarded to non-employee Directors.

   (d)    Purchase of  Securities  Pursuant  to Plan  and  Payment  for
Securities Offered.

   Stock Options.  The Committee may grant awards in the form of options
to purchase shares of Common Stock.  The Committee will, with regard  to
each stock option, determine the number of shares subject to the  option
and the manner and time of the option's exercise; provided, however, that
the maximum number  of shares  of Common Stock  that may  be subject  to
options, stock appreciation rights, restricted stock awards, performance
awards, or  incentive awards  granted under  the Plan  to an  individual
optionee during any calendar year cannot exceed 30,000 shares (subject to
adjustment in  the event of stock  dividends, stock splits, and  certain
other events).  The exercise price of a stock option will be equal to the
fair market value of the Common Stock on the date the option is granted,
except in the case of an incentive stock option granted to an employee who
owns more than  10% of  the Company's voting  stock, in  which case  the
exercise  price will be equal  to 110% of the  fair market value of  the
Common Stock on the  date of grant.   The Committee will designate  each
option as a non-qualified or  incentive stock option.  The option  price
upon exercise may,  at the  discretion of the  Committee, be  paid by  a
participant in cash, shares  of Common Stock, or a combination  thereof.
Except as set forth above with regard to Change of Control, no option will
be exercisable within six months of the date of grant.  The effect of an
optionee's termination  of employment  by reason  of death,  retirement,
disability, termination  or otherwise will  be specified  in the  option
agreement which evidences each option grant.

   In addition to options granted at the discretion of the Committee to
employees, each current non-employee Director of the Company received on
the date of  adoption of the Plan  a non-discretionary option for  1,000
shares of Common Stock at the fair market value thereof on such date, and
each new non-employee Director hereafter will receive on the date of the
Director's initial  election to  the Board,  a non-discretionary  option
covering 1,000 shares of Common Stock at the fair market value thereof on
such date.

   Stock Appreciation Rights.  The Plan also authorizes the Committee to
grant stock  appreciation rights ("SAR")  either independent  of, or  in
connection with, a stock option.  If granted with a stock option, exercise
of the  SAR will result  in the surrender of  the right to purchase  the
shares under  the  option as  to  which the  SAR  was exercised.    Upon
exercising an SAR, the holder receives for each share with respect to which
the  SAR is  exercised an  amount equal  to the  difference between  the
exercise price (which will be the fair market value of such shares on the
date of  grant, except in the case of the grant of an SAR in  connection
with an incentive stock option to an employee who owns more than  10% of
the Company's voting stock, in which case the exercise price will be 110%
of the fair market value of the Common Stock on the date of grant), and the
fair market value of the Common Stock on the date of exercise.  Payment of
such amount may be made in shares of Common Stock, cash, or a combination
thereof, as determined by the Committee.  Except as set forth above with
respect to Change of Control, the SAR will not be exercisable within six
months of the date of grant.  Each grant of an SAR will be evidenced by an
agreement which specifies the terms and conditions of the award, including
the effect of termination of employment (by reason of death, disability,
retirement, or otherwise) on the exercisability of the SAR.

   Restricted  Stock.   The Plan provides  that shares  of Common Stock
subject to certain restrictions may be awarded to eligible persons  from
time to time as determined by the Committee.  The Committee will determine
the nature and extent of the restrictions and any circumstance under which
restricted  shares  will  be  forfeited.   During  any  such  period  of
restriction, recipients will have the right to receive dividends and the
right to vote the shares.  The Committee will determine the effect of the
termination of employment (or service  as a Director) of a recipient  of
restricted Common Stock (by reason of retirement, termination, disability,
death, or otherwise) prior to the lapse of any applicable restrictions.

   Performance  Awards.    The  Plan  permits  the  Committee  to grant
performance awards to eligible persons under the Plan from time to time.
A performance  award will be contingent  upon future performance by  the
Company or any subsidiary, division, or department thereof.  The Committee
will establish  the  relevant  performance criteria,  subject  to  later
revision.  In determining the value of performance awards, the Committee
will take  into account  a person's  responsibility level,  performance,
potential, other  awards,  and such  other  considerations as  it  deems
appropriate.  Payment of a performance award may be made in cash, Common
Stock, or  a combination  thereof, as determined  by the  Committee.   A
performance  award shall  terminate  if  the employee  does  not  remain
continuously in the employ of the Company (or in service as a Director) at
all times during the applicable performance period, unless the Committee
determines otherwise.

   Incentive Awards.  The Plan permits the Committee to grant incentive
awards. Incentive awards are rights to receive shares of Common Stock (or
cash incentive awards equal to the fair market value thereof) or rights to
receive any appreciation or increase in the fair market value of  Common
Stock over a specified period of time or upon the occurrence of an event
(such as a  Change of  Control).  Incentive  awards vest  in the  manner
established by the Committee and do not require any payment for shares by
the  recipient (except  to  the extent  otherwise  required by  law)  or
satisfaction of any performance criteria or objectives.  In  determining
the value of  incentive awards, the Committee  will take into account  a
person's responsibility level, performance, potential, other awards, and
such other considerations as it deems appropriate.  Payment by the Company
of an incentive award may be made in cash, Common Stock, or a combination
thereof,  as determined  by  the Committee.    An incentive  award  will
terminate if the recipient does not remain continuously in the employ of
the Company  (or in  service as  a  Director) at  all times  during  the
applicable vesting period, unless the Committee determines otherwise.

   Shares shall be deemed to be issued under the Plan only to the extent
actually issued pursuant to an award or settled in cash.  To  the extent
that an award lapses or is forfeited prior to the issuance of the shares
subject to such awards, any shares subject to such award shall again  be
made available for grant.  In the event of any increases or decreases in
the number of issued and outstanding shares of Common Stock pursuant  to
stock  splits,   mergers,  reorganizations,   recapitalizations,   stock
dividends, or other  events described under the  terms of the Plan,  the
Committee shall make appropriate adjustments to the aggregate number  of
shares available for  issuance under the Plan  and the number of  shares
subject to outstanding grants or awards in the exercise price per share of
outstanding stock  options and  in the  appreciation rights,  restricted
stock,  incentive  and  performance awards  shall  also  be  subject  to
adjustments  by  the  Committee to  reflect  changes  in  the  Company's
capitalization.

   (e)    Resale Restrictions.  

   The Committee is authorized to determine the timing, form, amount or
value,  and  terms  of  grants  and  awards,  and  the  conditions   and
restrictions, if any,  subject to which grants  and awards will be  made
under the Plan (other than the non-discretionary stock options for  non-
employee Directors).  Once awards are exercised and shares are received,
there is no Plan restriction on the resale of such shares.

   (f)    Tax Effects of Plan Participation.  

   The Plan is not a qualified plan under Section 401(a) of the Internal
Revenue Code.

   As a  general rule, no federal income tax is imposed on the optionee
upon the grant of a non-qualified  stock option such as those under  the
Plan (whether or not including a stock appreciation right) and the Company
is not entitled to a tax deduction by reason of such a grant.  Generally,
upon the exercise of a non-qualified stock option, the optionee will  be
treated as receiving compensation taxable as ordinary income in the year
of exercise, which, in the case of an option, is an amount  equal to the
excess of the fair market value of the shares on the date of exercise over
the option  price  and, in  the  case of  an  option including  a  stock
appreciation right, is the amount of cash received plus the fair  market
value of the shares distributed to the optionee.  Upon the exercise of a
non-qualified  stock option,  the  Company  may claim  a  deduction  for
compensation paid at the same time and in the same amount as compensation
income is  recognized to the optionee,  assuming any federal income  tax
withholding requirements are satisfied.

   Upon a subsequent disposition of the shares received upon exercise of
a non-qualified stock option, the difference between the amount realized
on the disposition and the basis  of the stock (exercise price plus  any
ordinary income recognized) should qualify as a long-term or  short-term
capital gain, depending on the holding period.  If the shares  purchased
upon the exercise of an option or an option including a stock appreciation
right are transferred subject to certain restrictions, then the  taxable
income realized by  the optionee, unless  the optionee elects  otherwise
pursuant to Section 83(b) of  the Code, and the Company's tax  deduction
(assuming any federal income tax withholding requirements are satisfied)
should be deferred and should be measured at the fair market value of the
shares at the time the  restrictions lapse.  The restriction imposed  on
officers,  Directors, and  10%  shareholders  by Section  16(b)  of  the
Securities Exchange Act of 1934, as amended, and Colorado Insurance Law,
Section 10-3-120,  is  such a  transfer  restriction during  the  period
prescribed thereby.

   The incentive stock options are intended to constitute "incentive stock
options" within the  meaning of Section 422(b)  of the Code.   Incentive
stock options are subject to  special federal income tax treatment.   No
federal income tax  is imposed  on the optionee  upon the  grant or  the
exercise of an incentive stock option if the optionee does not dispose of
shares  acquired pursuant  to the  exercise within  the two-year  period
beginning on the date the option was granted or within the one-year period
beginning on the date the option was exercised (collectively, the "Holding
Periods").  In  such event,  the Company would  not be  entitled to  any
deduction for federal income tax purposes in connection with the grant or
exercise of  the option or  the disposition of  the shares so  acquired.
However, the optionee  must include the difference between the  exercise
price  and the fair  market value  of the Common  Stock on  the date  of
exercise in the alternative minimum taxable income.

   If the optionee exercises and disposes of the stock in the same year
and the amount realized is less than the fair market value on the exercise
date, only the difference  between the amount realized and the  adjusted
basis of the stock will be included in alternative minimum taxable income.
Upon disposition  of the shares received  upon exercise of an  incentive
stock option after the Holding Periods, the difference between the amount
realized and the exercise price should constitute long-term capital gain
or loss.

   If an optionee disposes of shares acquired pursuant to his exercise of
an incentive stock option prior to  the end of the Holding Periods,  the
disposition would be treated as a disqualifying disposition.  The optionee
will  be  treated  as  having received,  at  the  time  of  disposition,
compensation taxable as ordinary income equal to the excess of the  fair
market value of the shares at the time of exercise (or in  the case of a
sale in which a loss would be recognized, the amount realized on the sale
if less) over the exercise price and any amount realized in excess of the
fair market value of the shares at the time of exercise would be rated as
short-term and long-term capital gain, depending on the holding period of
the shares.   In  such event,  the  Company may  claim a  deduction  for
compensation paid at the same time and in the same amount as compensation
is treated as received by the optionee.

   Notwithstanding the above, all tax consequences resulting from an award
under the Plan shall be the sole responsibility of the employee to  whom
the award is made and the employee should seek independent tax advice.

   (g)    Investment of Funds. 

   Under the  terms of  this Plan  there are no  assets or  funds to be
invested under the Plan.

   (h)    Withdrawal From the Plan; Assignment of Interest.  

   Except  as otherwise stated  herein or as provided  in the Plan, the
Committee has  the authority  under  the Plan  to establish  the  terms,
conditions and restrictions as to disposition of all shares to which  an
employee  may  be  entitled  upon the  occurrence  of  (i)  death,  (ii)
retirement, (iii) resignation, (iv) permanent and total disability,  (v)
layoff, or (vi) change in control of the Company.

   There  is no provision in the Plan to otherwise withdraw, terminate,
assign or hypothecate an employee's interest in the Plan.

   (i)    Forfeitures and Penalties.  

   An employee forfeits his/her rights to non-vested shares by resignation
or termination for cause by the Company.

   (j)    Charges and Deductions, and Liens Therefor.  

   The Plan does not make charges or deductions against the participating
employees, nor does the plan provide for the creation of any lien upon the
shares in the Plan.

Item 2.   Registrant Information and Employee Plan Annual Information

   All  participants in  the Plan  may obtain  without charge  from the
Registrant, upon written or oral request, any of the documents referred to
and incorporated by reference in Item  3 of Part II of the  Registration
Statement, and such documents are incorporated by reference in the Section
10(a) Prospectus.  Also  available without charge, upon written or  oral
request, to the Plan or participants are (i) the Prospectus, Part I, and
(ii) Registrant's annual report on Form 10-K for its latest fiscal year,
or for the fiscal  year preceding the latest  fiscal year in the  latest
fiscal year ended within 120 days prior to the delivery of the documents
to the participant.  Documents may be obtained from James P. Payne, Vice-
President  and Corporate  Secretary,  National  Western  Life  Insurance
Company, 850  East Anderson  Lane, Austin,  Texas 78752-1602,  telephone
number 512/836-1010.


                                Part II
           Information Required in the Registration Statement


Item 3.   Incorporation of Documents by Reference.

   The Registrant hereby incorporates by reference (i) Form 10-K, Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the  year ended December 31,  1996, (ii) Forms 10-Q,  Quarterly
Reports Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for each of the calendar quarters ended March 31 and June 30, 1997,
(iii) all other  reports filed pursuant  to Section 13  or 15(d) of  the
Securities Exchange Act  of 1934 since December  31, 1996, and (iv)  all
documents subsequently filed by  Registrant pursuant to Sections  13(a),
13(c), 14 and  15(d) of the  Securities Exchange Act  of 1934, prior  to
filing of a post-effective amendment which indicates that all securities
offered by Registrant hereunder have been issued or which deregisters all
of such securities then remaining unsold, and all of such documents shall
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

   The Plan  makes  available a total of 300,000 shares of the Company's
authorized but unissued Class A Common, $1.00 par value,  non-cumulative
stock.  The Company has authorized and outstanding two classes of Common
Stock, Class  A and Class B.  The  Class A shares are publicly held  and
traded, whereas the Class B  shares are privately held and not  publicly
traded.  The Class A and Class B shares are alike in all respects except
that:

   (a)    The Class A Common Stock has the exclusive right to elect one-
          third (1/3) of the total  number of directors constituting  the
          whole   Board  of  Directors  (treating  any  fraction  as  an
          additional  director) and  the Class  B Common  stock has  the
          exclusive right to elect the remaining directors.


   (b)    The  cash or  in-kind dividends are  without fixed rate,  non-
          cumulative and subject to decision by  the Board of Directors,
          but  any dividend that  may be paid on  each share of Class  A
          Common Stock must be twice the amount of any such dividend that
          may be paid on each share of the Class B Common Stock.

   (c)    In  the  event  of  the  dissolution  or  winding  up  of  the
          corporation, whether voluntary or involuntary, the assets shall
          be  distributed among the Class A and Class B stockholders  in
          the following manner:

       (i)    the Class A stockholders shall first receive the $1.00 par
              value for each of the Class A shares validly issued, held
              and outstanding;

       (ii)   the Class B stockholders shall then receive the $1.00 par
              value for each of the Class B shares validly issued, held
              and outstanding;

       (iii)  the remaining  assets  of the  corporation shall  then be
              divided and distributed to and among the stockholders of all
              of the stock of the corporation in proportion to the number
              of shares of stock  held by each such stockholder without
              preference of any one class of stock over any other class.

   (d)    In the  event of any spin-off  or distribution in-kind of  the
          shares of a  subsidiary corporation of the Company, and  which
          subsidiary corporation has only one class  of stock issued and
          outstanding, each share of Class B  common stock shall receive
          only one-half (1/2) of the number  of shares of the  subsidiary
          corporation as are to be received by each share of the Class A
          Common  Stock;   and,  in  the  event  that  such   subsidiary
          corporation  has two  classes of  stock which  are similar  in
          rights and privileges to the Class  A Common Stock and Class B
          Common Stock of the Company described herein, then the Class A
          Common Stock shall receive in-kind only that class of shares of
          the  subsidiary corporation  which is similar  to the Class  A
          Common  Stock, and the Class B Common Stock shall receive  in-
          kind only that  class of shares of the subsidiary  corporation
          which is similar to the Class B Common Stock.

   One-half (1/2) of all shares entitled to vote on an issue constitutes a
quorum at any meeting of the shareholders, and an affirmative majority of
those shares  represented at  the meeting and  entitled to  vote on  the
subject matter constitutes an act by that class of shareholders, unless a
greater number of shares is required by law.

   Cumulative voting by shareholders is not permitted, and shareholders
do not have preemptive rights to subscribe to additional shares that may
be offered by the Company.

   The issued shares are deemed fully paid and are non-assessable for any
corporate liabilities.

   Under the  provisions of Section 10-3-120  of the Colorado Insurance
Code, and  Section 16(b)  of the Securities  Exchange Act  of 1934,  the
receipt of these stock shares under the Plan will be treated the same as
the purchase of any other Class A Common Shares of the Company, and such
shares  will be  subject to  the "insider  trading short-swing"  profits
liability tests imposed by such statutes upon any purchase and sale,  or
any sale and purchase, of any Class A Common Shares of the Company by the
employee within  any period  of less than  six months,  and any  profits
realized by such employee from any such transaction will inure to and be
recoverable by the Company.

Item 5.   Interests of Named Experts and Counsel.

   None.

Item 6.   Indemnification of Directors and Officers.

   The Bylaws of the Company provide indemnification of its officers and
directors against  all judgments, fines,  penalties, expenses and  other
similar liabilities incurred by them in connection with any proceeding in
which he/she is exposed to such liabilities by reason of having served in
such official  capacity on  behalf of the  Company, if  such officer  or
director (i) acted in good faith, (ii) reasonably believed his/her conduct
was in the Company's best interest, and (iii) had no reasonable cause to
believe that his/her conduct was unlawful.

Item 7.   Exemption from Registration Claimed.

   No restricted securities are being reoffered or resold pursuant to this
registration statement, and no exemption from registration is claimed.

Item 8.   Exhibits.

   The following exhibits are attached hereto:

   Exhibit 4     Instruments  defining  the  rights  of  security holders,
                 including the relevant portion of the Company's Articles of
                 Incorporation.

   Exhibit 5     Opinion of Heath, Davis & McCalla, P.C. on legality.

   Exhibit 10    National Western Life Insurance Company  1995 Stock and
                 Incentive Plan (incorporated  by reference to  Exhibit
                 10(e)  to the  Company's Form 10-K  for the year  ended
                 December 31, 1995).

   Exhibit 15    Letter    regarding   Unaudited    Interim   Financial
                 Information.  Not applicable.

   Exhibit 23    Consents  of Experts and Counsel.  Letter of KPMG  Peat
                 Marwick LLP, certified public accountants, dated October
                 23, 1997, relating to their opinion in Form  10-K, Annual 
                 Report Pursuant to Section 13 or 15(d) of the Securities 
                 Exchange Act of 1934 for the year ended December 31, 1996, 
                 incorporated by reference in Part II, Item 3 hereof.

   Exhibit 24    Power of Attorney.  None used.

Item 9.   Undertakings.

   (a)    The undersigned Registrant hereby undertakes:

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

       (ii)   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.

       (iii)  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.

   (b)    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 that time shall
          be deemed to be the initial bona fide offering thereof.

   (c)    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.


                               Signatures


   The Registrant.  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 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 Austin, State  of
Texas, on October 17, 1997.

                NATIONAL WESTERN LIFE INSURANCE COMPANY
                              (Registrant)


/S/Robert L. Moody           Chairman of the Board,              10-17-97
Robert L. Moody              Chief Executive Officer,            Date
                             and Director

/S/Ross R. Moody             President,                          10-17-97
Ross R. Moody                Chief Operating Officer,            Date
                             and Director

/S/Robert L. Busby, III      Senior Vice President -             10-17-97
Robert L. Busby, III         Chief Administrative Officer,       Date
                             Chief Financial Officer,
                             and Treasurer

/S/Vincent L. Kasch          Vice President -                    10-17-97
Vincent L. Kasch             Controller and                      Date
                             Assistant Treasurer



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

/S/Arthur O. Dummer           Director                           10-17-97    
Arthur O. Dummer                                                 Date

/S/Harry L. Edwards           Director                           10-17-97    
Harry L. Edwards                                                 Date

/S/E. Douglas McLeod          Director                           10-17-97    
E. Douglas McLeod                                                Date

/S/Charles D. Milos, Jr.      Director                           10-17-97    
Charles D. Milos, Jr.                                            Date

/S/Frances A. Moody           Director                           10-17-97    
Frances A. Moody                                                 Date

/S/Russell S. Moody           Director                           10-17-97    
Russell S. Moody                                                 Date

/S/Louis E. Pauls, Jr.        Director                           10-17-97    
Louis E. Pauls, Jr.                                              Date

/S/E. J. Pederson             Director                           10-17-97    
E. J. Pederson                                                   Date
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{"company-data": {"conformed-name": "NATIONAL WESTERN LIFE INSURANCE CO", "cik": "0000070684", "assigned-sic": "6311", "irs-number": "840467208", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38549", "film-number": "97699558"}, "business-address": {"street1": "850 E ANDERSON LN", "city": "AUSTIN", "state": "TX", "zip": "78752-1602", "phone": "5128361010"}}
SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM S-8

                         Registration Statement
                               Under the
                         Securities Act of 1933

                National Western Life Insurance Company
         (Exact Name of Registrant as Specified in Its Charter)

        Colorado                                        84-0467208      
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

         850 East Anderson Lane    Austin, Texas    78752-1602
         (Address of Principal Executive Offices)     (Zip Code)

 National Western Life Insurance Company 1995 Stock and Incentive Plan
                        (Full Title of the Plan)

    James P. Payne, 850 East Anderson Lane, Austin, Texas 78752-1602
                (Name and Address of Agent for Service)

                              512/836-1010                      
      Telephone Number, Including Area Code, of Agent for Service

                    CALCULATION OF REGISTRATION FEE
Proposed        Proposed
   Title of                   Maximum         Maximum
 Securities       Amount      Offering        Aggregate         Amount of
   to be           to be      Price Per       Offering         Registration
  Registered     Registered    Share            Price              Fee
Class A        300,000     $102.00         $30,600,000     $10,552*
 $1.00 Par
Common Stock
*The fee is  1/29 of 1% of  $30,600,000, the maximum aggregate  offering
price as of October 17, 1997, which was the market value average  of the
bid and asked price as of such date of the shares registered.
Part I
            Information Required in Section 10(a) Prospectus

   This  document is dated October 23,  1997, and constitutes part of a
prospectus covering  securities  that  have been  registered  under  the
Securities Act of 1933.

Item 1.   Plan Information

   (a)    General Plan Information.

   At its April 21, 1995 meeting, Registrant's Board of Directors adopted
the National Western Life Insurance Company 1995 Stock and Incentive Plan
(the "Plan"), and the  Plan was approved by Registrant's stockholders  on
June 16, 1995. The purpose of the Plan is to align the personal financial
incentives of key  personnel with the long-term growth of Registrant  and
the interests of its stockholders through the ownership and performance of
Registrant's Class A, $1.00 par value, Common Stock ("Common Stock"), to
enhance Registrant's  ability to retain  key personnel,  and to  attract
outstanding prospective employees and Directors.

  The adoption of the Plan was part of the establishment of Registrant's
initial long-term incentive programs. In structuring the Plan, the Board
of Directors sought  to provide for  a variety of  awards that could  be
flexibly administered.  This flexibility will permit Registrant to  keep
pace with  changing  developments in  management compensation  and  make
Registrant competitive with those companies that offer creative incentives
to attract and keep key management  employees.  The Plan is designed  to
allow Registrant to respond to changing circumstances such as changes in
tax laws,  accounting  rules, securities  regulations, and  other  rules
regarding  benefit plans.   The Plan grants  the Compensation and  Stock
Option  Committee of  the Board  of Directors  (the "Committee"),  which
administers the Plan, flexibility in creating the terms and restrictions
deemed appropriate  for  particular awards  as facts  and  circumstances
warrant.

    The summary  of the  Plan which  appears below  is qualified  in its
entirety by reference  to the full  text of the  Plan, as documented  in
Exhibit 10.

   Types of Awards. The Plan provides for the grant of any or all of the
following types of awards: (1) stock options for Common Stock, including
incentive stock  options  and  non-qualified stock  options;  (2)  stock
appreciation rights, in  tandem with stock options or freestanding;  (3)
restricted stock; (4) incentive awards; and (5) performance awards.  Any
stock option granted in the form of an incentive stock option must satisfy
the applicable requirements of Section 422 of the Internal Revenue  Code
("Code").  Awards may be made to the same person on more than one occasion
and may be granted singly, in combination, or in tandem as determined by
the Committee.  For more detail as to the awards, see (b) below.

   Term.  The Plan was effective as of April 21, 1995, and will terminate
on April 20, 2005, unless earlier terminated by the Board of  Directors.
Termination of the Plan will not affect awards made prior to termination,
but awards will not be made after termination.

   Administration.  The Plan is administered by the Committee, which is
composed of non-management members of the Registrant's Board of Directors.
The Committee is elected annually by the Board of Directors, who are, in
turn, elected annually by the shareholders.  None of the members of  the
Committee are officers or employees of the Company or its  subsidiaries.
The Committee acts as manager of the Plan, and the members may be replaced
by majority vote of the Board of Directors.  Subject to the terms of and
consistent with  the Plan,  the Committee  has authority  (i) to  select
personnel to receive awards, (ii) to determine the timing, form, amount or
value,  and  terms  of  grants  and  awards,  and  the  conditions   and
restrictions, if any, subject to which grants and awards will be made and
become payable under the Plan (other than non-discretionary stock options
for non-employee Directors), (iii) to construe the plan and to prescribe
rules and regulations with respect to the administration of the Plan, and
(iv) to make such other determinations authorized under the Plan as  the
Committee deems necessary or appropriate.

   The Plan is not subject to the Employee Retirement Income Security Act
of 1974 ("ERISA").

   Agreements.   Each  award under  the  Plan will  be evidenced  by an
agreement in such  form and containing such provisions not  inconsistent
with the provisions of the applicable plan as the Committee from time to
time approves.   In applicable situations,  such agreements may  include
provisions to qualify an incentive  stock option, or to provide for  the
payment of  the option price, in whole or in part, by the delivery of  a
number of shares of Common Stock (plus cash if necessary) having a  fair
market value equal to any option price.  Such agreements may also include,
without limitations, provisions relating to (i) vesting, (ii) tax matters
(including  provisions  (x)   covering  any  applicable  employee   wage
withholding requirements, (y) prohibiting a holder from making an election
under Section 83(b) of the Code, or (z) providing "gross up" payments to
compensate eligible individuals for any excise taxes imposed as a result
of  a  Change of  Control  payment), and  (iii)  any other  matters  not
inconsistent with the terms and provisions of the relevant plans that the
Committee in its sole discretion determines.  The terms and conditions of
agreements need not be identical.

   Amendment.  The Board of Directors may at any time terminate or amend
the Plan in any respect, except that the Board may not, without approval
of the stockholders of the Company, amend the Plan so as to (i) increase
the number of shares of Common Stock which may be issued under  the Plan
(except for adjustments in the number of shares permitted with respect to
certain  stock splits,  stock  dividends, mergers,  reorganizations,  or
recapitalizations as described under "Shares Subject to the Plan" above)
or change the option exercise price; (ii) modify the requirements as  to
eligibility for participation;  (iii) materially  increase the  benefits
accruing to participants under the Plan; or (iv) extend the duration  of
the Plan beyond April 20, 2005.  No amendment or termination of the Plan
shall, without the consent of  the optionee or participant in the  Plan,
alter or impair the rights of such person under any options or other award
theretofore granted under the Plan.

   Change  of Control.   In order to maintain  all of the participants'
rights in the event of a Change of Control (as defined in the Plan), all
outstanding awards (of whatever type) shall immediately vest and  become
exercisable or satisfiable upon  the occurrence of a Change of  Control.
The Committee, in its discretion, may determine that upon the occurrence
of such a transaction,  each award outstanding shall terminate within  a
specified number of  days after notice to  the holder thereof, and  such
holder shall receive, with respect to each share of Common Stock subject
to such award, cash in an amount equal to the excess of (i) the higher of
(x) the Fair Market Value (as defined in the Plan) of such share of Common
Stock immediately prior to the occurrence of such transaction, or (y) the
value of the  consideration to be received  in such transaction for  one
share of Common Stock over (ii)  the price per share, if applicable,  of
Common Stock set forth in such  award.  If the consideration offered  to
stockholders of the Company in any transaction in this paragraph consists
of anything other than cash, the Committee shall determine the fair cash
equivalent of the portion of the consideration offered which is other than
cash.  These  provisions will  not terminate any  right of  a holder  to
further payments pursuant to any agreement between the Company and  such
holder following a  Change of  Control.  A  "Change of  Control" of  the
Company is deemed to occur under the Plan if: (i) any "person,"  as such
term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 50% or more of  the combined voting power of the  Company's
outstanding  securities  then  entitled to  vote  for  the  election  of
Directors; or (ii) during any period of two consecutive years, individuals
who at the  beginning of such period  constitute the Board of  Directors
cease for any reason to constitute at least a majority thereof; or (iii)
the Board of Directors shall approve the sale of all or substantially all
of the assets of the Company; or (iv) the Board of Directors shall approve
any merger, consolidation, issuance of securities or purchase of assets,
the result of which  would be the occurrence  of any event described  in
clause (i) or (ii) above.

   Additional  information  about the Plan may be obtained from James P.
Payne,  Vice-President and  Corporate Secretary,  National Western  Life
Insurance Company,  850 East  Anderson Lane,  Austin, Texas  78752-1602,
telephone number 512/836-1010.

   (b)    Securities to be Offered.

   The Plan provides a total of 300,000 shares of the Company's authorized
but unissued  Class  A Common,  $1.00  par value,  non-cumulative  stock
("Common Stock") to be made available for the awards under the Plan.  The
Company has authorized and outstanding two classes of Common Stock, Class
A and  Class B.   As of September 30,  1997, the number of  Registrant's
outstanding  Class  A Common  Stock  was  3,291,338 and  the  number  of
outstanding Class B Common Stock shares was 200,000.  The Class A shares
are publicly held and traded,  whereas the Class B shares are  privately
held and not publicly traded.  The Class A and Class B shares are alike in
all respects except that:

   (1)    The Class A Common Stock has the exclusive right to elect one-
          third (1/3) of the total  number of directors constituting  the
          whole   Board  of  Directors  (treating  any  fraction  as  an
          additional  director) and  the Class  B Common  Stock has  the
          exclusive right to elect the remaining directors.

   (2)    The  cash or in-kind dividends are without a fixed rate,  non-
          cumulative  and  subject  to  declaration  by  the  Board  of
          Directors, but any dividend that may  be paid on each share of
          Class  A  Common Stock must  be twice the  amount of any  such
          dividend that may be paid on  each share of the Class B Common
          Stock.

   (3)    In  the  event  of  the  dissolution  or  winding  up  of  the
          corporation, whether voluntary or involuntary, the assets shall
          be  distributed among the Class A and Class B stockholders  in
          the following manner:

       (i)    the Class A stockholders shall first receive the $1.00 par
              value for each of the Class A shares validly issued, held
              and outstanding;

       (ii)   the Class B stockholders shall then receive the $1.00 par
              value for each of the Class B shares validly issued, held
              and outstanding;

       (iii)  the  remaining  assets  of the  Corporation shall  then be
              divided and distributed to and among the stockholders of all
              of  the stock of the Corporation in proportion to the number
              of shares of  stock  held by each such stockholder without
              preference  of any one class of stock over any other class.

   (4)    In the  event of any spin-off  or distribution in-kind of  the
          shares of a  subsidiary corporation of the Company, and  which
          subsidiary corporation has only one class  of stock issued and
          outstanding, each share of Class B  common stock shall receive
          only one-half (1/2) of the number  of shares of the  subsidiary
          corporation as are to be received by each share of the Class A
          Common  Stock;   and,  in  the  event  that  such   subsidiary
          corporation  has two  classes of  stock which  are similar  in
          rights and privileges to the Class  A Common Stock and Class B
          Common Stock of the Company described herein, then the Class A
          Common Stock shall receive in-kind only that class of shares of
          the  subsidiary corporation  which is similar  to the Class  A
          Common Stock shares, and the Class B Common Stock shares shall
          receive  in-kind only that class  of shares of the  subsidiary
          corporation  which is  similar  to the  Class B  Common  Stock
          shares.

   One-half (1/2) of all shares entitled to vote on an issue constitutes a
quorum at any meeting of the shareholders, and an affirmative majority of
those shares  represented at  the meeting and  entitled to  vote on  the
subject matter constitutes an act by that class of shareholders, unless a
greater number of shares is required by law.

   Cumulative voting by shareholders is not permitted, and shareholders
do not have preemptive rights to subscribe to additional shares that may
be offered by the Company.

   The issued shares are deemed fully paid and are non-assessable for any
corporate liabilities.

   Under the  provisions of Section 10-3-120  of the Colorado Insurance
Code, and  Section 16(b)  of the Securities  Exchange Act  of 1934,  the
receipt of any of the stock shares under the Plan will be treated the same
as the  purchase of any other Class A Common Shares of the Company,  and
such shares will be subject to the "insider trading short-swing" profits
liability tests imposed by such statutes upon any purchase and sale,  or
any sale and purchase, of any Class A Common Shares of the Company by the
employee within  any period  of less than  six months,  and any  profits
realized by such employee from any such transaction will inure to and be
recoverable by the Company.

   (c)    Employees Who May Participate in the Plan.

   All  of the  employees of  the Registrant  and its  subsidiaries are
eligible to  participate in  the Plan.   In addition,  Directors of  the
Company (other than Committee members) are eligible for restricted stock
awards,  incentive awards,  and  performance  awards,  and  non-employee
Directors (including members of the Committee) receive non-discretionary
stock options as described below under "Stock Options."  The selection of
participants from  eligible personnel is  within the  discretion of  the
Committee,  except  with  respect  to  non-discretionary  stock  options
automatically awarded to non-employee Directors.

   (d)    Purchase of  Securities  Pursuant  to Plan  and  Payment  for
Securities Offered.

   Stock Options.  The Committee may grant awards in the form of options
to purchase shares of Common Stock.  The Committee will, with regard  to
each stock option, determine the number of shares subject to the  option
and the manner and time of the option's exercise; provided, however, that
the maximum number  of shares  of Common Stock  that may  be subject  to
options, stock appreciation rights, restricted stock awards, performance
awards, or  incentive awards  granted under  the Plan  to an  individual
optionee during any calendar year cannot exceed 30,000 shares (subject to
adjustment in  the event of stock  dividends, stock splits, and  certain
other events).  The exercise price of a stock option will be equal to the
fair market value of the Common Stock on the date the option is granted,
except in the case of an incentive stock option granted to an employee who
owns more than  10% of  the Company's voting  stock, in  which case  the
exercise  price will be equal  to 110% of the  fair market value of  the
Common Stock on the  date of grant.   The Committee will designate  each
option as a non-qualified or  incentive stock option.  The option  price
upon exercise may,  at the  discretion of the  Committee, be  paid by  a
participant in cash, shares  of Common Stock, or a combination  thereof.
Except as set forth above with regard to Change of Control, no option will
be exercisable within six months of the date of grant.  The effect of an
optionee's termination  of employment  by reason  of death,  retirement,
disability, termination  or otherwise will  be specified  in the  option
agreement which evidences each option grant.

   In addition to options granted at the discretion of the Committee to
employees, each current non-employee Director of the Company received on
the date of  adoption of the Plan  a non-discretionary option for  1,000
shares of Common Stock at the fair market value thereof on such date, and
each new non-employee Director hereafter will receive on the date of the
Director's initial  election to  the Board,  a non-discretionary  option
covering 1,000 shares of Common Stock at the fair market value thereof on
such date.

   Stock Appreciation Rights.  The Plan also authorizes the Committee to
grant stock  appreciation rights ("SAR")  either independent  of, or  in
connection with, a stock option.  If granted with a stock option, exercise
of the  SAR will result  in the surrender of  the right to purchase  the
shares under  the  option as  to  which the  SAR  was exercised.    Upon
exercising an SAR, the holder receives for each share with respect to which
the  SAR is  exercised an  amount equal  to the  difference between  the
exercise price (which will be the fair market value of such shares on the
date of  grant, except in the case of the grant of an SAR in  connection
with an incentive stock option to an employee who owns more than  10% of
the Company's voting stock, in which case the exercise price will be 110%
of the fair market value of the Common Stock on the date of grant), and the
fair market value of the Common Stock on the date of exercise.  Payment of
such amount may be made in shares of Common Stock, cash, or a combination
thereof, as determined by the Committee.  Except as set forth above with
respect to Change of Control, the SAR will not be exercisable within six
months of the date of grant.  Each grant of an SAR will be evidenced by an
agreement which specifies the terms and conditions of the award, including
the effect of termination of employment (by reason of death, disability,
retirement, or otherwise) on the exercisability of the SAR.

   Restricted  Stock.   The Plan provides  that shares  of Common Stock
subject to certain restrictions may be awarded to eligible persons  from
time to time as determined by the Committee.  The Committee will determine
the nature and extent of the restrictions and any circumstance under which
restricted  shares  will  be  forfeited.   During  any  such  period  of
restriction, recipients will have the right to receive dividends and the
right to vote the shares.  The Committee will determine the effect of the
termination of employment (or service  as a Director) of a recipient  of
restricted Common Stock (by reason of retirement, termination, disability,
death, or otherwise) prior to the lapse of any applicable restrictions.

   Performance  Awards.    The  Plan  permits  the  Committee  to grant
performance awards to eligible persons under the Plan from time to time.
A performance  award will be contingent  upon future performance by  the
Company or any subsidiary, division, or department thereof.  The Committee
will establish  the  relevant  performance criteria,  subject  to  later
revision.  In determining the value of performance awards, the Committee
will take  into account  a person's  responsibility level,  performance,
potential, other  awards,  and such  other  considerations as  it  deems
appropriate.  Payment of a performance award may be made in cash, Common
Stock, or  a combination  thereof, as determined  by the  Committee.   A
performance  award shall  terminate  if  the employee  does  not  remain
continuously in the employ of the Company (or in service as a Director) at
all times during the applicable performance period, unless the Committee
determines otherwise.

   Incentive Awards.  The Plan permits the Committee to grant incentive
awards. Incentive awards are rights to receive shares of Common Stock (or
cash incentive awards equal to the fair market value thereof) or rights to
receive any appreciation or increase in the fair market value of  Common
Stock over a specified period of time or upon the occurrence of an event
(such as a  Change of  Control).  Incentive  awards vest  in the  manner
established by the Committee and do not require any payment for shares by
the  recipient (except  to  the extent  otherwise  required by  law)  or
satisfaction of any performance criteria or objectives.  In  determining
the value of  incentive awards, the Committee  will take into account  a
person's responsibility level, performance, potential, other awards, and
such other considerations as it deems appropriate.  Payment by the Company
of an incentive award may be made in cash, Common Stock, or a combination
thereof,  as determined  by  the Committee.    An incentive  award  will
terminate if the recipient does not remain continuously in the employ of
the Company  (or in  service as  a  Director) at  all times  during  the
applicable vesting period, unless the Committee determines otherwise.

   Shares shall be deemed to be issued under the Plan only to the extent
actually issued pursuant to an award or settled in cash.  To  the extent
that an award lapses or is forfeited prior to the issuance of the shares
subject to such awards, any shares subject to such award shall again  be
made available for grant.  In the event of any increases or decreases in
the number of issued and outstanding shares of Common Stock pursuant  to
stock  splits,   mergers,  reorganizations,   recapitalizations,   stock
dividends, or other  events described under the  terms of the Plan,  the
Committee shall make appropriate adjustments to the aggregate number  of
shares available for  issuance under the Plan  and the number of  shares
subject to outstanding grants or awards in the exercise price per share of
outstanding stock  options and  in the  appreciation rights,  restricted
stock,  incentive  and  performance awards  shall  also  be  subject  to
adjustments  by  the  Committee to  reflect  changes  in  the  Company's
capitalization.

   (e)    Resale Restrictions.  

   The Committee is authorized to determine the timing, form, amount or
value,  and  terms  of  grants  and  awards,  and  the  conditions   and
restrictions, if any,  subject to which grants  and awards will be  made
under the Plan (other than the non-discretionary stock options for  non-
employee Directors).  Once awards are exercised and shares are received,
there is no Plan restriction on the resale of such shares.

   (f)    Tax Effects of Plan Participation.  

   The Plan is not a qualified plan under Section 401(a) of the Internal
Revenue Code.

   As a  general rule, no federal income tax is imposed on the optionee
upon the grant of a non-qualified  stock option such as those under  the
Plan (whether or not including a stock appreciation right) and the Company
is not entitled to a tax deduction by reason of such a grant.  Generally,
upon the exercise of a non-qualified stock option, the optionee will  be
treated as receiving compensation taxable as ordinary income in the year
of exercise, which, in the case of an option, is an amount  equal to the
excess of the fair market value of the shares on the date of exercise over
the option  price  and, in  the  case of  an  option including  a  stock
appreciation right, is the amount of cash received plus the fair  market
value of the shares distributed to the optionee.  Upon the exercise of a
non-qualified  stock option,  the  Company  may claim  a  deduction  for
compensation paid at the same time and in the same amount as compensation
income is  recognized to the optionee,  assuming any federal income  tax
withholding requirements are satisfied.

   Upon a subsequent disposition of the shares received upon exercise of
a non-qualified stock option, the difference between the amount realized
on the disposition and the basis  of the stock (exercise price plus  any
ordinary income recognized) should qualify as a long-term or  short-term
capital gain, depending on the holding period.  If the shares  purchased
upon the exercise of an option or an option including a stock appreciation
right are transferred subject to certain restrictions, then the  taxable
income realized by  the optionee, unless  the optionee elects  otherwise
pursuant to Section 83(b) of  the Code, and the Company's tax  deduction
(assuming any federal income tax withholding requirements are satisfied)
should be deferred and should be measured at the fair market value of the
shares at the time the  restrictions lapse.  The restriction imposed  on
officers,  Directors, and  10%  shareholders  by Section  16(b)  of  the
Securities Exchange Act of 1934, as amended, and Colorado Insurance Law,
Section 10-3-120,  is  such a  transfer  restriction during  the  period
prescribed thereby.

   The incentive stock options are intended to constitute "incentive stock
options" within the  meaning of Section 422(b)  of the Code.   Incentive
stock options are subject to  special federal income tax treatment.   No
federal income tax  is imposed  on the optionee  upon the  grant or  the
exercise of an incentive stock option if the optionee does not dispose of
shares  acquired pursuant  to the  exercise within  the two-year  period
beginning on the date the option was granted or within the one-year period
beginning on the date the option was exercised (collectively, the "Holding
Periods").  In  such event,  the Company would  not be  entitled to  any
deduction for federal income tax purposes in connection with the grant or
exercise of  the option or  the disposition of  the shares so  acquired.
However, the optionee  must include the difference between the  exercise
price  and the fair  market value  of the Common  Stock on  the date  of
exercise in the alternative minimum taxable income.

   If the optionee exercises and disposes of the stock in the same year
and the amount realized is less than the fair market value on the exercise
date, only the difference  between the amount realized and the  adjusted
basis of the stock will be included in alternative minimum taxable income.
Upon disposition  of the shares received  upon exercise of an  incentive
stock option after the Holding Periods, the difference between the amount
realized and the exercise price should constitute long-term capital gain
or loss.

   If an optionee disposes of shares acquired pursuant to his exercise of
an incentive stock option prior to  the end of the Holding Periods,  the
disposition would be treated as a disqualifying disposition.  The optionee
will  be  treated  as  having received,  at  the  time  of  disposition,
compensation taxable as ordinary income equal to the excess of the  fair
market value of the shares at the time of exercise (or in  the case of a
sale in which a loss would be recognized, the amount realized on the sale
if less) over the exercise price and any amount realized in excess of the
fair market value of the shares at the time of exercise would be rated as
short-term and long-term capital gain, depending on the holding period of
the shares.   In  such event,  the  Company may  claim a  deduction  for
compensation paid at the same time and in the same amount as compensation
is treated as received by the optionee.

   Notwithstanding the above, all tax consequences resulting from an award
under the Plan shall be the sole responsibility of the employee to  whom
the award is made and the employee should seek independent tax advice.

   (g)    Investment of Funds. 

   Under the  terms of  this Plan  there are no  assets or  funds to be
invested under the Plan.

   (h)    Withdrawal From the Plan; Assignment of Interest.  

   Except  as otherwise stated  herein or as provided  in the Plan, the
Committee has  the authority  under  the Plan  to establish  the  terms,
conditions and restrictions as to disposition of all shares to which  an
employee  may  be  entitled  upon the  occurrence  of  (i)  death,  (ii)
retirement, (iii) resignation, (iv) permanent and total disability,  (v)
layoff, or (vi) change in control of the Company.

   There  is no provision in the Plan to otherwise withdraw, terminate,
assign or hypothecate an employee's interest in the Plan.

   (i)    Forfeitures and Penalties.  

   An employee forfeits his/her rights to non-vested shares by resignation
or termination for cause by the Company.

   (j)    Charges and Deductions, and Liens Therefor.  

   The Plan does not make charges or deductions against the participating
employees, nor does the plan provide for the creation of any lien upon the
shares in the Plan.

Item 2.   Registrant Information and Employee Plan Annual Information

   All  participants in  the Plan  may obtain  without charge  from the
Registrant, upon written or oral request, any of the documents referred to
and incorporated by reference in Item  3 of Part II of the  Registration
Statement, and such documents are incorporated by reference in the Section
10(a) Prospectus.  Also  available without charge, upon written or  oral
request, to the Plan or participants are (i) the Prospectus, Part I, and
(ii) Registrant's annual report on Form 10-K for its latest fiscal year,
or for the fiscal  year preceding the latest  fiscal year in the  latest
fiscal year ended within 120 days prior to the delivery of the documents
to the participant.  Documents may be obtained from James P. Payne, Vice-
President  and Corporate  Secretary,  National  Western  Life  Insurance
Company, 850  East Anderson  Lane, Austin,  Texas 78752-1602,  telephone
number 512/836-1010.

                                Part II
           Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

   The Registrant hereby incorporates by reference (i) Form 10-K, Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the  year ended December 31,  1996, (ii) Forms 10-Q,  Quarterly
Reports Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for each of the calendar quarters ended March 31 and June 30, 1997,
(iii) all other  reports filed pursuant  to Section 13  or 15(d) of  the
Securities Exchange Act  of 1934 since December  31, 1996, and (iv)  all
documents subsequently filed by  Registrant pursuant to Sections  13(a),
13(c), 14 and  15(d) of the  Securities Exchange Act  of 1934, prior  to
filing of a post-effective amendment which indicates that all securities
offered by Registrant hereunder have been issued or which deregisters all
of such securities then remaining unsold, and all of such documents shall
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

   The Plan  makes  available a total of 300,000 shares of the Company's
authorized but unissued Class A Common, $1.00 par value,  non-cumulative
stock.  The Company has authorized and outstanding two classes of Common
Stock, Class  A and Class B.  The  Class A shares are publicly held  and
traded, whereas the Class B  shares are privately held and not  publicly
traded.  The Class A and Class B shares are alike in all respects except
that:

   (a)    The Class A Common Stock has the exclusive right to elect one-
          third (1/3) of the total  number of directors constituting  the
          whole   Board  of  Directors  (treating  any  fraction  as  an
          additional  director) and  the Class  B Common  stock has  the
          exclusive right to elect the remaining directors.

   (b)    The  cash or  in-kind dividends are  without fixed rate,  non-
          cumulative and subject to decision by  the Board of Directors,
          but  any dividend that  may be paid on  each share of Class  A
          Common Stock must be twice the amount of any such dividend that
          may be paid on each share of the Class B Common Stock.

   (c)    In  the  event  of  the  dissolution  or  winding  up  of  the
          corporation, whether voluntary or involuntary, the assets shall
          be  distributed among the Class A and Class B stockholders  in
          the following manner:

       (i)    the Class A stockholders shall first receive the $1.00 par
              value for each of the Class A shares validly issued, held
              and outstanding;

       (ii)   the Class B stockholders shall then receive the $1.00 par
              value for each of the Class B shares validly issued, held
              and outstanding;

       (iii)  the remaining  assets  of the  corporation shall  then be
              divided and distributed to and among the stockholders of all
              of the stock of the corporation in proportion to the number
              of shares of stock  held by each such stockholder without
              preference of any one class of stock over any other class.

   (d)    In the  event of any spin-off  or distribution in-kind of  the
          shares of a  subsidiary corporation of the Company, and  which
          subsidiary corporation has only one class  of stock issued and
          outstanding, each share of Class B  common stock shall receive
          only one-half (1/2) of the number  of shares of the  subsidiary
          corporation as are to be received by each share of the Class A
          Common  Stock;   and,  in  the  event  that  such   subsidiary
          corporation  has two  classes of  stock which  are similar  in
          rights and privileges to the Class  A Common Stock and Class B
          Common Stock of the Company described herein, then the Class A
          Common Stock shall receive in-kind only that class of shares of
          the  subsidiary corporation  which is similar  to the Class  A
          Common  Stock, and the Class B Common Stock shall receive  in-
          kind only that  class of shares of the subsidiary  corporation
          which is similar to the Class B Common Stock.

   One-half (1/2) of all shares entitled to vote on an issue constitutes a
quorum at any meeting of the shareholders, and an affirmative majority of
those shares  represented at  the meeting and  entitled to  vote on  the
subject matter constitutes an act by that class of shareholders, unless a
greater number of shares is required by law.

   Cumulative voting by shareholders is not permitted, and shareholders
do not have preemptive rights to subscribe to additional shares that may
be offered by the Company.

   The issued shares are deemed fully paid and are non-assessable for any
corporate liabilities.

   Under the  provisions of Section 10-3-120  of the Colorado Insurance
Code, and  Section 16(b)  of the Securities  Exchange Act  of 1934,  the
receipt of these stock shares under the Plan will be treated the same as
the purchase of any other Class A Common Shares of the Company, and such
shares  will be  subject to  the "insider  trading short-swing"  profits
liability tests imposed by such statutes upon any purchase and sale,  or
any sale and purchase, of any Class A Common Shares of the Company by the
employee within  any period  of less than  six months,  and any  profits
realized by such employee from any such transaction will inure to and be
recoverable by the Company.

Item 5.   Interests of Named Experts and Counsel.

   None.

Item 6.   Indemnification of Directors and Officers.

   The Bylaws of the Company provide indemnification of its officers and
directors against  all judgments, fines,  penalties, expenses and  other
similar liabilities incurred by them in connection with any proceeding in
which he/she is exposed to such liabilities by reason of having served in
such official  capacity on  behalf of the  Company, if  such officer  or
director (i) acted in good faith, (ii) reasonably believed his/her conduct
was in the Company's best interest, and (iii) had no reasonable cause to
believe that his/her conduct was unlawful.

Item 7.   Exemption from Registration Claimed.

   No restricted securities are being reoffered or resold pursuant to this
registration statement, and no exemption from registration is claimed.

Item 8.   Exhibits.

   The following exhibits are attached hereto:

   Exhibit 4     Instruments  defining  the  rights  of  security holders,
                 including the relevant portion of the Company's Articles of
                 Incorporation.

   Exhibit 5     Opinion of Heath, Davis & McCalla, P.C. on legality.

   Exhibit 10    National Western Life Insurance Company  1995 Stock and
                 Incentive Plan (incorporated  by reference to  Exhibit
                 10(e)  to the  Company's Form 10-K  for the year  ended
                 December 31, 1995).

   Exhibit 15    Letter    regarding   Unaudited    Interim   Financial
                 Information.  Not applicable.

   Exhibit 23    Consents  of Experts and Counsel.  Letter of KPMG  Peat
                 Marwick LLP, certified public accountants, dated October
                 23, 1997, relating to their opinion in Form  10-K, Annual 
                 Report Pursuant to Section 13 or 15(d) of the Securities 
                 Exchange Act of 1934 for the year ended December 31, 1996, 
                 incorporated by reference in Part II, Item 3 hereof.

   Exhibit 24    Power of Attorney.  None used.

Item 9.   Undertakings.

   (a)    The undersigned Registrant hereby undertakes:

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

       (ii)   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.

       (iii)  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.

   (b)    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 that time shall
          be deemed to be the initial bona fide offering thereof.

   (c)    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.

                               Signatures

   The Registrant.  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 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 Austin, State  of
Texas, on October 17, 1997.

                NATIONAL WESTERN LIFE INSURANCE COMPANY
                              (Registrant)

/S/Robert L. Moody           Chairman of the Board,              10-17-97
Robert L. Moody              Chief Executive Officer,            Date
                             and Director

/S/Ross R. Moody             President,                          10-17-97
Ross R. Moody                Chief Operating Officer,            Date
                             and Director

/S/Robert L. Busby, III      Senior Vice President -             10-17-97
Robert L. Busby, III         Chief Administrative Officer,       Date
                             Chief Financial Officer,
                             and Treasurer

/S/Vincent L. Kasch          Vice President -                    10-17-97
Vincent L. Kasch             Controller and                      Date
                             Assistant Treasurer

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

/S/Arthur O. Dummer           Director                           10-17-97    
Arthur O. Dummer                                                 Date

/S/Harry L. Edwards           Director                           10-17-97    
Harry L. Edwards                                                 Date

/S/E. Douglas McLeod          Director                           10-17-97    
E. Douglas McLeod                                                Date

/S/Charles D. Milos, Jr.      Director                           10-17-97    
Charles D. Milos, Jr.                                            Date

/S/Frances A. Moody           Director                           10-17-97    
Frances A. Moody                                                 Date

/S/Russell S. Moody           Director                           10-17-97    
Russell S. Moody                                                 Date

/S/Louis E. Pauls, Jr.        Director                           10-17-97    
Louis E. Pauls, Jr.                                              Date

/S/E. J. Pederson             Director                           10-17-97    
E. J. Pederson                                                   Date