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Form 4 AMERICAN NATIONAL INSURA For: Mar 02 Filed by: Pederson E J

March 3, 2015 5:30 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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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).
1. Name and Address of Reporting Person *
Pederson E J

(Last) (First) (Middle)
ONE MOODY PLAZA

(Street)
GALVESTON TX 77550

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN NATIONAL INSURANCE CO /TX/ [ ANAT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2015
4. If Amendment, Date of 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
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: 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
Restricted Stock Units (1) 03/02/2015   A   750   03/01/2016 (2) 03/01/2018 (2) Common Stock 750 $ 0 750 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of Issuer's common stock or, at the election of the reporting person, cash in an amount equal to the closing price of such stock on the date of vesting.
2. These restricted stock units vest in three equal annual installments, beginning March 1, 2016, or upon the reporting person's earlier retirement, death or disability.
E. J. Pederson, by J. Mark Flippin 03/02/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
         Limited Power of Attorney for Section 16 Reporting Obligations

STATE OF TEXAS

COUNTY OF GALVESTON

      Know all by these presents, that the undersigned hereby makes, constitutes
and appoints John J. Dunn, Jr., William  F. Carlton, and J. Mark Flippin as  the
undersigned's true and lawful  attorneys-in-fact, with full power  and authority
as hereinafter described on behalf of and  in the name, place, and stead of  the
undersigned to:

  (1) Prepare, execute, acknowledge, deliver, and file Forms 3, 4 and 5
      (including  any   amendments  thereto)  with  respect   to  the securities
      of American National  Insurance Company (the  "Company"), with the  United
      States  Securities  and  Exchange  Commission,  any  national   securities
      exchanges,  and the Company, as  considered necessary or  advisable  under
      Section   16(a) of  the  Securities   Exchange  Act   of  1934   and  the
      rules  and  regulations  promulgated thereunder, as  amended from time  to
      time (the "Exchange Act");

  (2) Seek or obtain, as the undersigned's representative and on the
      undersigned's  behalf,  information  on  transactions  in  the   Company's
      securities from  any third  party (including  without limitation  brokers,
      employee benefit  plan administrators  and trustees),  and the undersigned
      hereby authorizes any such person to release any such information to  such
      attorneys-in-fact  and   approves  and   ratifies  any   such  release  of
      information; and

  (3) Perform any and all other acts which in the discretion of such
      attorneys-in-fact are  necessary or  desirable for  and on  behalf of  the
      undersigned in connection with the foregoing.

The undersigned acknowledges that:

  (1) This Limited Power of Attorney authorizes, but does not require, such
      attorneys-in-fact to act  in their discretion  on information provided  to
      such   attorneys-in-fact   without   independent   verification   of  such
      information;

  (2) Any documents prepared and/or executed by such attorneys-in-fact on behalf
      of the undersigned pursuant to this  Limited Power of Attorney will be  in
      such  form  and  will  contain such  information  and  disclosure  as such
      attorneys-in-fact, in their discretion, deem necessary or desirable;

  (3) Neither the Company nor such attorneys-in-fact assume (i) any liability
      for the undersigned's  responsibility to comply  with the requirements  of
      the Exchange Act, (ii) any liability of the undersigned for any failure to
      comply with such requirements, or (iii) any obligation or liability of the
      undersigned for profit  disgorgement under Section  16(b) of the  Exchange
      Act; and

  (4) This Limited Power of Attorney does not relieve the undersigned from
      responsibility for compliance with the undersigned's obligations under the
      Exchange  Act,  including without  limitation  the reporting  requirements
      under Section 16 of the Exchange Act.

      The undersigned hereby gives and grants the foregoing attorneys-in-fact
full  power  and  authority to  do  and  perform all  and  every  act and  thing
whatsoever requisite,  necessary, or  appropriate to  be done  in and  about the
foregoing matters as fully to all intents and purposes as the undersigned  might
or could do if present, hereby ratifying all that such attorneys-in-fact of, for
and on  behalf of  the undersigned,  shall lawfully  do or  cause to  be done by
virtue of this Limited Power of Attorney.

      This Limited Power of Attorney shall remain in full force and effect until
revoked by the  undersigned in a  signed writing delivered  to such
attorneys-in-fact.


      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed this 12th day of May, 2014.



/s/ E. J. Pederson
------------------
E. J. Pederson


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