-------------------------------------------------------------------------------

As filed with the Securities and Exchange Commission on November 1, 1999
                                   Registration No. 333-________________


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                         ATLANTIC AMERICAN CORPORATION
              (Exact name of issuer as specified in its charter)

Georgia
           58-1027114
           (State or other jurisdiction of(I.R.S. Employer Identification No.)
              incorporation or organization)
                              4370 Peachtree Road
                         Atlanta, Georgia  30319-3000
                    (Address of principal executive office)


                         ATLANTIC AMERICAN CORPORATION
                        1996 DIRECTOR STOCK OPTION PLAN
                           (Full title of the plan)


                            Mr. Edward L. Rand, Jr.
                         Vice President and Treasurer
                         Atlantic American Corporation
                              4370 Peachtree Road
                          Atlanta, Georgia 30319-3000
                                (404) 266-5500
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                With a copy to:
                             Mark L. Hanson, Esq.
                          Jones, Day, Reavis & Pogue
                              3500 SunTrust Plaza
                          303 Peachtree Street, N.E.
                         Atlanta, Georgia  30308-3242


                       CALCULATION OF REGISTRATION  FEE
-------------------------------------------------------------------------------

                                    Proposed       Proposed
     Title of      Amount to be     maximum         maximum       Amount of
    securities      registered   offering price    aggregate     registration
 to be registered                 per share(1)     offering         fee(1)
                                                   price(1)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

  Common Stock,       200,000        $2.625        $525,000        $145.95
 $1.00 par value      shares
-------------------------------------------------------------------------------

      (1) In accordance  with Rules 457(c) and (h) under the  Securities  Act of
1933,  the  maximum  aggregate  offering  price and  registration  fee have been
computed as follows:  the price per share of Common  Stock of Atlantic  American
Corporation  has been based on the  average of the high and low prices  reported
for the Common Stock on the Nasdaq National Market on October 25th, 1999 (a date
within 5 business days prior to the date of filing this Registration Statement).


<PAGE>





                          EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified by
Part I has been omitted from this Registration Statement.

                               PART II

               INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.    Incorporation of Documents by Reference.

      The  Company  hereby  incorporates  by  reference  into this  Registration
      Statement the following documents:

           (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year
                ended December 31, 1998.

           (b)  All other reports filed with the Commission  pursuant to Section
                13(a)  or 15 (d) of the  Securities  Exchange  Act of 1934  (the
                "Exchange Act") since December 31, 1998.

           (c)  The  description of the Common Stock  contained in the Company's
                Registration Statement under the Exchange Act, as
                amended.

           All documents  subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment  which indicates that all securities have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

Item 4.    Description of Securities.

      Inapplicable

Item 5.    Interests of Named Experts and Counsel.

      Inapplicable.

Item 6.    Indemnification of Directors and Officers.

           Article 9 of the  Bylaws of the  Company  provides  that the  Company
      shall indemnify any of its directors,  officers,  employees or agents,  or
      any  person  serving at the  Company's  request  as a  director,  officer,
      employee or agent of another corporation or organization,  against loss or
      expense if it shall have been determined that the person indemnified acted
      in good  faith  and in a manner  he  reasonably  believed  to be in or not
      opposed to the general  interests of the Company and,  with respect to any
      criminal action or proceeding, had no reasonable cause to believe that his
      conduct was unlawful,  except that in  proceedings to obtain a judgment in
      favor of the  registrant,  indemnification  would be limited  to  expenses
      incurred  in  defense  or  settlement,  and,  in the  case of  adjudicated
      negligence or misconduct, only if and to the extent approved by the court.
      Such  indemnification  obligation is not be deemed  exclusive of any other
      right, in respect of indemnification or otherwise,  to which any party may
      be entitled under any other Bylaw provision or resolution  approved by the
      shareholders.

           The Company has  obtained  directors'  and  officers'  liability  and
      corporation   reimbursement   insurance.   The  insurance  reimburses  (a)
      directors and officers for certain  losses arising from claims and against
      them in their  capacities  as such,  or (b) the Company  for amounts  paid
      where the Company is required or  permitted  to  indemnify  directors  and
      officers for such losses.



<PAGE>


Item 7.    Exemption from Registration Claimed.

      Inapplicable.

Item 8.    Exhibits.

      4    Atlantic American Corporation 1996 Director Stock Option Plan

      5    Opinion of Jones,  Day,  Reavis & Pogue (with respect to the legality
           of the securities being registered)

      23(a)Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

      23(b)Consent of Arthur Andersen LLP, independent public accountants

      23(c)Consent of Ernst & Young LLP, independent auditors

      24   Power of Attorney  (included  as part of the  signature  page of this
           Registration Statement)


Item 9.  Undertakings.

      (a)  The undersigned  registrant  hereby  undertakes  that, for purposes
           of determining  any liability  under the Securities Act of 1933, as
           amended (the  "Securities  Act"),  each filing of the  registrant's
           annual  report  pursuant to Section  13(a) or Section  15(d) of the
           Exchange  Act (and,  where  applicable,  each filing of an employee
           benefit  plan's  annual  report  pursuant  to Section  15(d) of the
           Exchange   Act)  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.

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

      (c)  The  undersigned   registrant  undertakes  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.

      (d)  The  undersigned  registrant  undertakes  that,  for the  purpose  of
           determining  any  liability  under  the  Securities  Act,  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.

      (e)  The undersigned  registrant undertakes 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.


<PAGE>


                             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 this Registration Statement 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 Atlanta,  State of
Georgia, on the 29th day of October, 1999.


                                    ATLANTIC AMERICAN CORPORATION


                                    By:    /s/     Edward L. Rand, Jr.
                                                  Edward L. Rand, Jr.
                                         Vice President and Treasurer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints J. Mack  Robinson  and Hilton H.  Howell,  Jr.,
jointly and severally,  his true and lawful  attorneys-in-fact  and agents, each
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this Registration  Statement,  and to file the same, with exhibits thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

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

--------------------------------------------------------------------

       Signature                 Title                Date
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ J. Mack Robinson    Chairman of the Board   October 29, 1999
--------------------
J. Mack Robinson
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Hilton H. Howell,Jr.  President, Chief        October 29, 1999
----------------------    Executive Officer
                          and Director
Hilton H. Howell, Jr.
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Edward L. Rand, Jr.  Vice President and     October 29, 1999
-----------------------  Treasurer (Principal
Edward L. Rand, Jr.      Financial and
                         Accounting Officer)
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Edward E. Elson      Director               October 29, 1999
---------------------
Edward E. Elson
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Harold K. Fischer    Director               October 29, 1999
---------------------
Harold K. Fischer
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Samuel E. Hudgins    Director               October 29, 1999
---------------------
Samuel E. Hudgins
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ D. Raymond Riddle    Director               October 29, 1999
----------------------
D. Raymond Riddle
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Harriett J.          Director               October 29, 1999
Robinson
Harriett J. Robinson
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Scott G. Thompson    Director               October 29, 1999
----------------------
Scott G. Thompson
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ William H. Whaley,   Director               October 29, 1999
---------------------
M.D.
William H. Whaley, M.D.
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Dom H. Wyant         Director              October 29, 1999
---------------------
Dom H. Wyant
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Mark C. West         Director              October 29, 1999
------------------
Mark C. West
--------------------------------------------------------------------


<PAGE>


                            Exhibit Index


                                                              Page

4     Atlantic American Corporation 1996 Director Stock Option Plan

5     Opinion of Jones,  Day,  Reavis & Pogue (with respect to the legality of
      the securities
      being registered)

23(a) Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

23(b) Consent of Arthur Andersen  LLP, independent public accountants

23(c) Consent of Ernst & Young LLP, independent auditors

24    Power  of  Attorney  (included  as  part  of the  signature  page  of this
      Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "ATLANTIC AMERICAN CORPORATION", "secsgml_size_bytes": 16311}]
{"company-data": {"conformed-name": "ATLANTIC AMERICAN CORP", "cik": "0000008177", "assigned-sic": "6311", "irs-number": "581027114", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90057", "film-number": "99738534"}, "business-address": {"street1": "4370 PEACHTREE RD NE", "city": "ATLANTA", "state": "GA", "zip": "30319", "phone": "4042665500"}, "mail-address": {"street1": "4370 PEACHTREE ROAD", "city": "ATLANTA", "state": "GA", "zip": "30319"}}
-------------------------------------------------------------------------------

As filed with the Securities and Exchange Commission on November 1, 1999
                                   Registration No. 333-________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                         ATLANTIC AMERICAN CORPORATION
              (Exact name of issuer as specified in its charter)

Georgia
           58-1027114
           (State or other jurisdiction of(I.R.S. Employer Identification No.)
              incorporation or organization)
                              4370 Peachtree Road
                         Atlanta, Georgia  30319-3000
                    (Address of principal executive office)

                         ATLANTIC AMERICAN CORPORATION
                        1996 DIRECTOR STOCK OPTION PLAN
                           (Full title of the plan)

                            Mr. Edward L. Rand, Jr.
                         Vice President and Treasurer
                         Atlantic American Corporation
                              4370 Peachtree Road
                          Atlanta, Georgia 30319-3000
                                (404) 266-5500
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                With a copy to:
                             Mark L. Hanson, Esq.
                          Jones, Day, Reavis & Pogue
                              3500 SunTrust Plaza
                          303 Peachtree Street, N.E.
                         Atlanta, Georgia  30308-3242

                       CALCULATION OF REGISTRATION  FEE
-------------------------------------------------------------------------------

                                    Proposed       Proposed
     Title of      Amount to be     maximum         maximum       Amount of
    securities      registered   offering price    aggregate     registration
 to be registered                 per share(1)     offering         fee(1)
                                                   price(1)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

  Common Stock,       200,000        $2.625        $525,000        $145.95
 $1.00 par value      shares
-------------------------------------------------------------------------------

      (1) In accordance  with Rules 457(c) and (h) under the  Securities  Act of
1933,  the  maximum  aggregate  offering  price and  registration  fee have been
computed as follows:  the price per share of Common  Stock of Atlantic  American
Corporation  has been based on the  average of the high and low prices  reported
for the Common Stock on the Nasdaq National Market on October 25th, 1999 (a date
within 5 business days prior to the date of filing this Registration Statement).
EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified by
Part I has been omitted from this Registration Statement.

                               PART II

               INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.    Incorporation of Documents by Reference.

      The  Company  hereby  incorporates  by  reference  into this  Registration
      Statement the following documents:

           (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year
                ended December 31, 1998.

           (b)  All other reports filed with the Commission  pursuant to Section
                13(a)  or 15 (d) of the  Securities  Exchange  Act of 1934  (the
                "Exchange Act") since December 31, 1998.

           (c)  The  description of the Common Stock  contained in the Company's
                Registration Statement under the Exchange Act, as
                amended.

           All documents  subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment  which indicates that all securities have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

Item 4.    Description of Securities.

      Inapplicable

Item 5.    Interests of Named Experts and Counsel.

      Inapplicable.

Item 6.    Indemnification of Directors and Officers.

           Article 9 of the  Bylaws of the  Company  provides  that the  Company
      shall indemnify any of its directors,  officers,  employees or agents,  or
      any  person  serving at the  Company's  request  as a  director,  officer,
      employee or agent of another corporation or organization,  against loss or
      expense if it shall have been determined that the person indemnified acted
      in good  faith  and in a manner  he  reasonably  believed  to be in or not
      opposed to the general  interests of the Company and,  with respect to any
      criminal action or proceeding, had no reasonable cause to believe that his
      conduct was unlawful,  except that in  proceedings to obtain a judgment in
      favor of the  registrant,  indemnification  would be limited  to  expenses
      incurred  in  defense  or  settlement,  and,  in the  case of  adjudicated
      negligence or misconduct, only if and to the extent approved by the court.
      Such  indemnification  obligation is not be deemed  exclusive of any other
      right, in respect of indemnification or otherwise,  to which any party may
      be entitled under any other Bylaw provision or resolution  approved by the
      shareholders.

           The Company has  obtained  directors'  and  officers'  liability  and
      corporation   reimbursement   insurance.   The  insurance  reimburses  (a)
      directors and officers for certain  losses arising from claims and against
      them in their  capacities  as such,  or (b) the Company  for amounts  paid
      where the Company is required or  permitted  to  indemnify  directors  and
      officers for such losses.
Item 7.    Exemption from Registration Claimed.

      Inapplicable.

Item 8.    Exhibits.

      4    Atlantic American Corporation 1996 Director Stock Option Plan

      5    Opinion of Jones,  Day,  Reavis & Pogue (with respect to the legality
           of the securities being registered)

      23(a)Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

      23(b)Consent of Arthur Andersen LLP, independent public accountants

      23(c)Consent of Ernst & Young LLP, independent auditors

      24   Power of Attorney  (included  as part of the  signature  page of this
           Registration Statement)

Item 9.  Undertakings.

      (a)  The undersigned  registrant  hereby  undertakes  that, for purposes
           of determining  any liability  under the Securities Act of 1933, as
           amended (the  "Securities  Act"),  each filing of the  registrant's
           annual  report  pursuant to Section  13(a) or Section  15(d) of the
           Exchange  Act (and,  where  applicable,  each filing of an employee
           benefit  plan's  annual  report  pursuant  to Section  15(d) of the
           Exchange   Act)  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.

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

      (c)  The  undersigned   registrant  undertakes  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.

      (d)  The  undersigned  registrant  undertakes  that,  for the  purpose  of
           determining  any  liability  under  the  Securities  Act,  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.

      (e)  The undersigned  registrant undertakes 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.
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 this Registration Statement 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 Atlanta,  State of
Georgia, on the 29th day of October, 1999.

                                    ATLANTIC AMERICAN CORPORATION

                                    By:    /s/     Edward L. Rand, Jr.
                                                  Edward L. Rand, Jr.
                                         Vice President and Treasurer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints J. Mack  Robinson  and Hilton H.  Howell,  Jr.,
jointly and severally,  his true and lawful  attorneys-in-fact  and agents, each
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this Registration  Statement,  and to file the same, with exhibits thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

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

--------------------------------------------------------------------

       Signature                 Title                Date
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ J. Mack Robinson    Chairman of the Board   October 29, 1999
--------------------
J. Mack Robinson
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Hilton H. Howell,Jr.  President, Chief        October 29, 1999
----------------------    Executive Officer
                          and Director
Hilton H. Howell, Jr.
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Edward L. Rand, Jr.  Vice President and     October 29, 1999
-----------------------  Treasurer (Principal
Edward L. Rand, Jr.      Financial and
                         Accounting Officer)
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Edward E. Elson      Director               October 29, 1999
---------------------
Edward E. Elson
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Harold K. Fischer    Director               October 29, 1999
---------------------
Harold K. Fischer
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Samuel E. Hudgins    Director               October 29, 1999
---------------------
Samuel E. Hudgins
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ D. Raymond Riddle    Director               October 29, 1999
----------------------
D. Raymond Riddle
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Harriett J.          Director               October 29, 1999
Robinson
Harriett J. Robinson
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Scott G. Thompson    Director               October 29, 1999
----------------------
Scott G. Thompson
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ William H. Whaley,   Director               October 29, 1999
---------------------
M.D.
William H. Whaley, M.D.
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Dom H. Wyant         Director              October 29, 1999
---------------------
Dom H. Wyant
--------------------------------------------------------------------
--------------------------------------------------------------------

/s/ Mark C. West         Director              October 29, 1999
------------------
Mark C. West
--------------------------------------------------------------------
Exhibit Index

                                                              Page

4     Atlantic American Corporation 1996 Director Stock Option Plan

5     Opinion of Jones,  Day,  Reavis & Pogue (with respect to the legality of
      the securities
      being registered)

23(a) Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

23(b) Consent of Arthur Andersen  LLP, independent public accountants

23(c) Consent of Ernst & Young LLP, independent auditors

24    Power  of  Attorney  (included  as  part  of the  signature  page  of this
      Registration Statement)