WASHINGTON, DC 20549
                                    FORM 8-A

                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Independence Holding Company
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                         58-1407235
(State of Incorporation or Organization)                     (I.R.S. Employer
                                                            Identification no.)

    96 Cummings Point Road, Stamford, CT                           06902
   (Address of Principal Executive Offices)                      (Zip Code)

      Title of each class                      Name of each exchange on which
      to be registered                           class is to be registered
      -------------------                      ------------------------------

      Common stock, $1.00 par value            New York Stock Exchange

   If this form relates to the registration of a class of securities pursuant to
   Section 12(b) of the Exchange Act and is effective pursuant to General
   Instruction A.(c), please check the following box. |X|

   If this form relates to the registration of a class of securities pursuant to
   Section 12(g) of the Exchange Act and is effective pursuant to General
   Instruction A.(d), please check the following box. |_|

   Securities Act registration statement file number to which this form relates:
   Not applicable.

   Securities to be registered pursuant to Section 12(g) of the Act:  None.


Item 1.  Description of Registrant's Securities to be Registered

         This registration statement relates to the common stock, $1.00 par
         value, of Independence Holding Company (the "Company").

         Voting and Meetings of Stockholders

         All shares of common stock have equal non-cumulative voting rights of
         one vote per share. Special meetings of stockholders may be called by
         the board of directors of the Company, the chairman of the board of
         directors, the executive committee of the board of directors or the
         president of the Company. A special meeting must be called upon receipt
         by any of them or the secretary of the Company of a written request
         signed by the holders of record of a majority of the shares of stock
         that would be entitled to vote on the matter or matters specified in
         the request if the meeting were held on the date the request is
         received and the record date were the preceding day. Except as required
         by law, the holders of record of a majority of the shares of stock
         entitled to be voted at a meeting constitutes a quorum for the
         transaction of business at a meeting. Directors are elected by
         plurality vote. Each matter, other than election of directors, is
         decided by a majority of votes cast.

         Any action that may be taken at a meeting may be taken without a
         meeting, without prior notice and without a vote, if a consent in
         writing is signed by the holders of outstanding stock having not less
         than the minimum number of votes that would be required to take the
         action at a meeting at which all shares entitled to vote on the matter
         were present and voted.

         Dividends and Distributions

         Subject to the provisions of any series of preferred stock that may at
         the time be outstanding, the holders of shares of common stock are
         entitled to receive such dividends as may be declared from time to time
         by the board of directors. In the event of the liquidation of the
         Company, or upon distribution of its assets, after the payment in full
         of such preferential amounts to which any holders of preferred stock
         may be entitled, the remaining assets of the Company available for
         distribution to stockholders will be distributed ratably among the
         holders of the outstanding shares of common stock, subject to any
         participating or similar rights of holders of preferred stock. Holders
         of the common stock have no conversion, preemptive, exchange,
         preference or redemption rights.


         The number of directors constituting the board is determined by the
         vote of a majority of the board. The board of directors is not
         classified. Directors elected at an annual meeting serve until the next
         annual meeting and until their successors are elected and qualified.
         Vacancies and newly created directorships may be filled by a majority
         of directors then in office. Directors need not be stockholders of the
         Company. Any director may be removed, with or without cause, by the
         vote or written consent of the holders of a majority of shares entitled
         to vote in the election of directors. To the fullest extent permitted
         by Delaware law, a director of the Company is not liable to the Company
         or its stockholders for monetary damages for breach of fiduciary
         duties. This does not include breach of a director's duty of loyalty,
         acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law, liability under Section 174

         of the Delaware General Corporation Law or a transaction in which a
         director derived an improper personal benefit.

         Preferred Stock

         The board of directors of the Company is authorized at any time to
         provide for the issuance of shares of preferred stock to the extent of
         the shares of preferred stock authorized in the Company's charter. The
         preferred stock may be issued in one or more series and with such
         voting powers, full or limited, or without voting powers, and with such
         designations, preferences and relative, participating, optional or
         other special rights, and qualifications, limitations or restrictions,
         as stated in the resolution or resolutions providing for the issue of
         such preferred stock adopted by the board of directors.

         Delaware Section 203

         The Company is subject to the provisions of Section 203 of the Delaware
         General Corporation Law. Section 203 prohibits a publicly held Delaware
         corporation from engaging in a "business combination" with an
         "interested stockholder" for a period of three years after the person
         became an interested stockholder, unless the transaction in which the
         interested stockholder became such was approved in advance by the board
         of directors of the corporation or the business combination is approved
         by stockholders in a specified manner. A "business combination"
         includes mergers, assets sales and certain other transactions involving
         the corporation resulting in a disproportionate benefit to the
         interested stockholder. An "interested stockholder" is a person who,
         together with its affiliates and associates, owns beneficially, or
         owned beneficially within the prior three years, 15% or more of the
         corporation's voting stock.

Item 2.  Exhibits

         Not applicable.


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                              Independence Holding Company

                              By: /s/ David T. Kettig
                                 David T. Kettig
                                 Vice President and Chief
                                 Administrative Officer

Date:   July 13, 2004