FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
WATERFIELD HARRY LEE II
 2. Issuer Name and Ticker or Trading Symbol
Investors Heritage Capital Corp [IHRC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
President / Group - See Remarks
(Last)
(First)
(Middle)

P O BOX 717		 3. Date of Earliest Transaction (Month/Day/Year)
06/06/2012
(Street)

FRANKFORT, KY 40602
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

06/06/2012 P 4A $18.562,212.24I

By Son

Common Stock

06/06/2012 P 0.16A $18.5630.16I

By Grandson

Common Stock

06/06/2012 P 0.16A $18.5625.16I

By Grandson

Common Stock

06/06/2012 P 0.16A $18.5625.16I

By Grandson

Common Stock

06/06/2012 P 0.16A $18.5625.16I

By Grandson

Common Stock

06/06/2012 P 0.16A $18.5625.16I

By Grandson

Common Stock

06/06/2012 P 0.16A $18.5625.16I

By Granddaughter



Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Remarks:

Explanation of the Group are Investors Heritage Life Insurance Company, Investors Underwriters, Inc., HLW Investment Corp., TAP & CO., Harry Lee Waterfield II, RoseGayle Waterfield Hardy, Nancy Waterfield Walton, HLW Corporation, Harry Lee Waterfield II, RoseGayle Waterfield Hardy, Nancy Waterfield Walton Trust Funds 1, 2, 3 and 4 and RoseGayle Waterfield Hardy, Nancy Waterfield Walton and Harry Lee Waterfield II Trust dated 12-22-1976 and IHCC Employee Retirement Plan.



Signatures

Jane S. Jackson, Secretary of Investors Heritage Capital Corporation, on behalf of Harry Lee Waterfield II

06/07/2012
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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