As Filed with the Securities and Exchange Commission on February 6, 1996
     
                                            Registration No.   2-39729
             
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
      
                               FORM S-8
                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933
          
                 COTTON STATES LIFE INSURANCE COMPANY
          (Exact name of issuer as specified in its charter)
          
       Georgia                                 58-0830929             
      (State of incorporation    (I.R.S. Employer Identification No.)
             jurisdiction)
      
             244 Perimeter Center Parkway, Atlanta, Georgia      30346 
          (Address of Principal Executive Offices)        (Zip Code)
      
      
                 COTTON STATES LIFE INSURANCE COMPANY
               DIRECTORS' DISCOUNTED STOCK OPTION PLAN
                         (Full title of Plan)
      
                                   
                      Thomas M.  Duffy, Esquire
               Peterson Dillard Young Asselin & Powell
                Suite 1100, 230 Peachtree Street, N.W.
                        Atlanta, Georgia 30303        
               (Name and address of agent for service)
      
                              (404) 523-3300                       
      (Telephone number, including area code, of agent for service)
      
      
      Approximate date of proposed sale to the public:  From time to time after
      the effective date of the Registration Statement.
      
      The total number of pages in this document is 15.
      
                      CALCULATION OF REGISTRATION FEE
      
  Title of                                                      
  securities    Amount of      Proposed maximum  Proposed maximum  Amount of 
  to be         shares to be   offering price    aggregate         registration
  registered    registered1    per share2        offering price2   fee2   
                                                                       
  Cotton States
  Life Insurance
  Company Common   150,000          $9.50       $1,425,000          $491.37 
  Stock
      
  1   This Registration Statement also covers any additional shares that
      hereafter may be awarded as a result of the adjustment and
      anti-dilution provisions of the Cotton States Life Insurance Company
      Directors' Discounted Stock Option Plan.
      
  2  In accordance with Rule 457(h), computed with respect to 150,000
     shares at $9.50 per share (the average of the closing bid and asked
     price of such shares on February 2, 1996).
      
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
      
  Item 3. Incorporation of Certain Documents by Reference
      
      The following documents filed by Company with the Commission are
  incorporated herein by reference:
      
      (a)  The Company's annual report on Form 10-K for the year ended
  December 31, 1994; and
        
      (b)  All other reports filed by the Company pursuant to Section 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended, since December
  31, 1994.
      
      All documents filed by the Company or the Plan pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
  after the filing of this Registration Statement and prior to the filing of
  a post-effective amendment which indicates that all securities offered
  hereby have been sold, or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated herein by reference and to be a
  part hereof from the date of filing of such documents.
      
      Item 4. Description of Securities
      
      General
      
         The Company's authorized capital stock consists of 5,000,000 shares of
  common  stock, $1 par value per share.  The Company has outstanding
  3,395,863 shares of its common stock.  The Company has reserved 500,000
  shares of common stock for issuance under its Incentive Stock Option Plan
  of which an aggregate of 179,155 shares remain subject to issuance and
  150,000 shares for issuance under its Performance Share Awards Plan.  The
  currently outstanding shares of common stock are, and the shares of common
  stock registered hereunder will be upon issuance, validly issued, fully paid
  and non-assessable.
      
     Holders of shares of common stock are entitled to receive such
  dividends as may be declared by the Board of Directors of the Company out
  of funds legally available for such purpose.  Upon liquidation, dissolution
  or winding up of the Company, the holders of common stock are entitled to
  share ratably in all assets available for distribution after payment in full
  of creditors.  The holders of the common stock have no preemptive rights or
  conversion rights.  The common stock is not redeemable.  
      
     All voting rights are vested in the holders of the common stock and
  they are entitled to one vote per share.  The holders of the common stock
  do not have cumulative voting rights, which means that the holders of more
  than 50% of the shares voting for the election of directors can elect all
  of the directors if they so choose.
      
     The Company's Charter requires the affirmative vote of the holders of
  a majority of the outstanding shares of common stock in order to approve
  corporate transactions such as mergers, consolidations, sales of
  substantially all of the property or assets of the Company, and liquidation
  or dissolution of the Company.
     
      Reports to Stockholders
      
     The Company furnishes its stockholders with annual reports containing
  audited financial statements.
      
      Transfer Agent
      
     The transfer agent for the Company's common stock is Trust Company
  Bank, Atlanta, Georgia.
      
  Item 5. Interests of Named Experts and Counsel
      
     Omitted; inapplicable.
      
  Item 6. Indemnification of Directors and Officers
      
     The Company's Charter and Bylaws provide that the Company shall, to
  the full extent permitted by Sections 14-2-850 through 14-2-859 of the
  Georgia Business Corporation Code, as amended from time-to-time ("Section
  14-2-850"), indemnify all persons whom it may indemnify pursuant thereto. 
  In addition, the Company's Charter eliminates personal liability of its
  directors to the full extent permitted by Georgia law.
      
     Section 14-2-850 permits a corporation to indemnify its directors and
  officers against expenses (including attorney's fees, judgments, fines and
  amounts paid in settlements actually and reasonably incurred by them) in
  connection with any action, suit or proceeding brought by third parties if
  such directors or officers acted in good faith and in a manner they
  reasonably believed to be in or not opposed to the best interests of the
  corporation and, with respect to any criminal action or proceeding, had no
  reason to believe their conduct was unlawful.  In a derivative action,
  indemnification may be made only for expenses actually and reasonably
  incurred by directors and officers in connection with the defense or
  settlement of an action or suit and only with respect to a matter as to
  which they shall have acted in good faith and in a manner they reasonably
  believed to be in or not opposed to the best interest of the corporation,
  except that no indemnification shall be made if such person shall have been
  adjudged liable to the corporation, unless and only to the extent that the
  court in which the action or suit was brought shall determine upon
  application that the defendant officers or directors are reasonably entitled
  to indemnity for such expenses despite such adjudication of liability.
      
     The Georgia Business Corporation Code provides that a corporation may
  eliminate or limit the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided that such provision shall not eliminate or limit the
  liability of directors (i) for any breach of the director's duty or loyalty
  to the corporation or its stockholders, (ii) for acts or omissions which
  involve intentional misconduct or a knowing violation of law, (iii) for
  willful or negligent misconduct in paying dividends or repurchasing stock
  out of other than lawfully available funds or (iv) for any transaction from
  which the director derived an improper personal benefit.  No such provision
  shall eliminate or limit the liability of a director for any act or omission
  occurring prior to the date when such provision becomes effective.
    
  Item 7. Exemption from Registration Claimed
      
     Omitted; inapplicable.
      
  Item 8. Exhibits
      
     The following exhibits are filed as part of this Registration
  Statement:
      
       Exhibit
       Number 
      
            3     Charter and By-Laws*.
          23   Opinion of Peterson Dillard Young Asselin & Powell.
          10  The Company's Directors' Discounted Stock Option Plan.
          23  Consent of KPMG Peat Marwick LLP.
          24   Power of Attorney
       *Incorporated by reference from Annual Report on Form 10-K for the year
    ended December 31, 1994 as filed with the SEC.
      
    Item 9. Undertakings
      
       (a)  Rule 415 Offering
      
       The undersigned Company hereby undertakes:
      
       (1)  To file, during any period in which offers or sales are being
    made, a post-effective amendment to this Registration Statement:
      
       (i)  To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933;
     
       (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) that, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement;
      
       (iii) 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; provided,
    however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
    registration is on Form S-3 or Form S-8, and the information required to be
    included in a post-effective amendment by those paragraphs is contained in
    periodic reports filed by the Company pursuant to section 13 or section
    15(d) of the Securities Exchange Act of 1934 that are incorporated by
    reference in the Registration Statement.
    
       (2)  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 in the initial bona fide offering thereof.
      
       (3)  To remove from registration by means of a post-effective
    amendment any of the securities being registered that remain unsold at the
    termination of the offering.
    
       (b)  Filings incorporating subsequent Exchange Act documents by
            reference.
      
       The undersigned registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, each filing of
    the Company's annual report pursuant to section 13(a) or section 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
    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.
      
       (c)  Registration Statement on Form S-8
      
       Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 may be permitted to directors, officers and
    controlling persons of the Company pursuant to the foregoing provisions, or
    otherwise, the Company has been advised that in the opinion of the SEC 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 Company of expenses
    incurred or paid by a director, officer or controlling person of the Company
    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 Company 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 Company
      
    Pursuant to the requirements of the Securities Act of 1933, the Company 
    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 or amendment thereto to be signed on its behalf 
    by the undersigned, thereunto duly authorized, in the City of Atlanta, 
    State of Georgia, on this 6th day of February, 1996.
        
                               COTTON STATES LIFE INSURANCE COMPANY
                           By:                                      
                               William Wylie Gaston, III, Chairman
                           By:                                           
                               John Ridley Howard, President and Chief
                               Executive Officer
                           By:                                        
                               Gary Warrington Meader, Treasurer, Chief
                               Financial Officer, and Chief Accounting
                               Officer
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14530}]
{"company-data": {"conformed-name": "COTTON STATES LIFE INSURANCE CO /", "cik": "0000025118", "assigned-sic": "6311", "irs-number": "580830929", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00793", "film-number": "96512961"}, "business-address": {"street1": "244 PERIMETER CENTER PKWY NE", "city": "ATLANTA", "state": "GA", "zip": "30346", "phone": "4043918600"}, "mail-address": {"street1": "P.O. BOX 15303", "city": "ATLANTA", "state": "GA", "zip": "30348"}, "former-company": {"former-conformed-name": "COTTON STATES LIFE & HEALTH INSURANCE CO", "date-changed": "19920703"}}
As Filed with the Securities and Exchange Commission on February 6, 1996
     
                                            Registration No.   2-39729
             
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
      
                               FORM S-8
                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933
          
                 COTTON STATES LIFE INSURANCE COMPANY
          (Exact name of issuer as specified in its charter)
          
       Georgia                                 58-0830929             
      (State of incorporation    (I.R.S. Employer Identification No.)
             jurisdiction)
      
             244 Perimeter Center Parkway, Atlanta, Georgia      30346 
          (Address of Principal Executive Offices)        (Zip Code)
      
      
                 COTTON STATES LIFE INSURANCE COMPANY
               DIRECTORS' DISCOUNTED STOCK OPTION PLAN
                         (Full title of Plan)
      
                                   
                      Thomas M.  Duffy, Esquire
               Peterson Dillard Young Asselin & Powell
                Suite 1100, 230 Peachtree Street, N.W.
                        Atlanta, Georgia 30303        
               (Name and address of agent for service)
      
                              (404) 523-3300                       
      (Telephone number, including area code, of agent for service)
      
      
      Approximate date of proposed sale to the public:  From time to time after
      the effective date of the Registration Statement.
      
      The total number of pages in this document is 15.
      
                      CALCULATION OF REGISTRATION FEE
      
  Title of                                                      
  securities    Amount of      Proposed maximum  Proposed maximum  Amount of 
  to be         shares to be   offering price    aggregate         registration
  registered    registered1    per share2        offering price2   fee2   
                                                                       
  Cotton States
  Life Insurance
  Company Common   150,000          $9.50       $1,425,000          $491.37 
  Stock
      
  1   This Registration Statement also covers any additional shares that
      hereafter may be awarded as a result of the adjustment and
      anti-dilution provisions of the Cotton States Life Insurance Company
      Directors' Discounted Stock Option Plan.
      
  2  In accordance with Rule 457(h), computed with respect to 150,000
     shares at $9.50 per share (the average of the closing bid and asked
     price of such shares on February 2, 1996).
      
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
      
  Item 3. Incorporation of Certain Documents by Reference
      
      The following documents filed by Company with the Commission are
  incorporated herein by reference:
      
      (a)  The Company's annual report on Form 10-K for the year ended
  December 31, 1994; and
        
      (b)  All other reports filed by the Company pursuant to Section 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended, since December
  31, 1994.
      
      All documents filed by the Company or the Plan pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
  after the filing of this Registration Statement and prior to the filing of
  a post-effective amendment which indicates that all securities offered
  hereby have been sold, or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated herein by reference and to be a
  part hereof from the date of filing of such documents.
      
      Item 4. Description of Securities
      
      General
      
         The Company's authorized capital stock consists of 5,000,000 shares of
  common  stock, $1 par value per share.  The Company has outstanding
  3,395,863 shares of its common stock.  The Company has reserved 500,000
  shares of common stock for issuance under its Incentive Stock Option Plan
  of which an aggregate of 179,155 shares remain subject to issuance and
  150,000 shares for issuance under its Performance Share Awards Plan.  The
  currently outstanding shares of common stock are, and the shares of common
  stock registered hereunder will be upon issuance, validly issued, fully paid
  and non-assessable.
      
     Holders of shares of common stock are entitled to receive such
  dividends as may be declared by the Board of Directors of the Company out
  of funds legally available for such purpose.  Upon liquidation, dissolution
  or winding up of the Company, the holders of common stock are entitled to
  share ratably in all assets available for distribution after payment in full
  of creditors.  The holders of the common stock have no preemptive rights or
  conversion rights.  The common stock is not redeemable.  
      
     All voting rights are vested in the holders of the common stock and
  they are entitled to one vote per share.  The holders of the common stock
  do not have cumulative voting rights, which means that the holders of more
  than 50% of the shares voting for the election of directors can elect all
  of the directors if they so choose.
      
     The Company's Charter requires the affirmative vote of the holders of
  a majority of the outstanding shares of common stock in order to approve
  corporate transactions such as mergers, consolidations, sales of
  substantially all of the property or assets of the Company, and liquidation
  or dissolution of the Company.
     
      Reports to Stockholders
      
     The Company furnishes its stockholders with annual reports containing
  audited financial statements.
      
      Transfer Agent
      
     The transfer agent for the Company's common stock is Trust Company
  Bank, Atlanta, Georgia.
      
  Item 5. Interests of Named Experts and Counsel
      
     Omitted; inapplicable.
      
  Item 6. Indemnification of Directors and Officers
      
     The Company's Charter and Bylaws provide that the Company shall, to
  the full extent permitted by Sections 14-2-850 through 14-2-859 of the
  Georgia Business Corporation Code, as amended from time-to-time ("Section
  14-2-850"), indemnify all persons whom it may indemnify pursuant thereto. 
  In addition, the Company's Charter eliminates personal liability of its
  directors to the full extent permitted by Georgia law.
      
     Section 14-2-850 permits a corporation to indemnify its directors and
  officers against expenses (including attorney's fees, judgments, fines and
  amounts paid in settlements actually and reasonably incurred by them) in
  connection with any action, suit or proceeding brought by third parties if
  such directors or officers acted in good faith and in a manner they
  reasonably believed to be in or not opposed to the best interests of the
  corporation and, with respect to any criminal action or proceeding, had no
  reason to believe their conduct was unlawful.  In a derivative action,
  indemnification may be made only for expenses actually and reasonably
  incurred by directors and officers in connection with the defense or
  settlement of an action or suit and only with respect to a matter as to
  which they shall have acted in good faith and in a manner they reasonably
  believed to be in or not opposed to the best interest of the corporation,
  except that no indemnification shall be made if such person shall have been
  adjudged liable to the corporation, unless and only to the extent that the
  court in which the action or suit was brought shall determine upon
  application that the defendant officers or directors are reasonably entitled
  to indemnity for such expenses despite such adjudication of liability.
      
     The Georgia Business Corporation Code provides that a corporation may
  eliminate or limit the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided that such provision shall not eliminate or limit the
  liability of directors (i) for any breach of the director's duty or loyalty
  to the corporation or its stockholders, (ii) for acts or omissions which
  involve intentional misconduct or a knowing violation of law, (iii) for
  willful or negligent misconduct in paying dividends or repurchasing stock
  out of other than lawfully available funds or (iv) for any transaction from
  which the director derived an improper personal benefit.  No such provision
  shall eliminate or limit the liability of a director for any act or omission
  occurring prior to the date when such provision becomes effective.
    
  Item 7. Exemption from Registration Claimed
      
     Omitted; inapplicable.
      
  Item 8. Exhibits
      
     The following exhibits are filed as part of this Registration
  Statement:
      
       Exhibit
       Number 
      
            3     Charter and By-Laws*.
          23   Opinion of Peterson Dillard Young Asselin & Powell.
          10  The Company's Directors' Discounted Stock Option Plan.
          23  Consent of KPMG Peat Marwick LLP.
          24   Power of Attorney
       *Incorporated by reference from Annual Report on Form 10-K for the year
    ended December 31, 1994 as filed with the SEC.
      
    Item 9. Undertakings
      
       (a)  Rule 415 Offering
      
       The undersigned Company hereby undertakes:
      
       (1)  To file, during any period in which offers or sales are being
    made, a post-effective amendment to this Registration Statement:
      
       (i)  To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933;
     
       (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) that, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement;
      
       (iii) 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; provided,
    however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
    registration is on Form S-3 or Form S-8, and the information required to be
    included in a post-effective amendment by those paragraphs is contained in
    periodic reports filed by the Company pursuant to section 13 or section
    15(d) of the Securities Exchange Act of 1934 that are incorporated by
    reference in the Registration Statement.
    
       (2)  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 in the initial bona fide offering thereof.
      
       (3)  To remove from registration by means of a post-effective
    amendment any of the securities being registered that remain unsold at the
    termination of the offering.
    
       (b)  Filings incorporating subsequent Exchange Act documents by
            reference.
      
       The undersigned registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, each filing of
    the Company's annual report pursuant to section 13(a) or section 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
    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.
      
       (c)  Registration Statement on Form S-8
      
       Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 may be permitted to directors, officers and
    controlling persons of the Company pursuant to the foregoing provisions, or
    otherwise, the Company has been advised that in the opinion of the SEC 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 Company of expenses
    incurred or paid by a director, officer or controlling person of the Company
    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 Company 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 Company
      
    Pursuant to the requirements of the Securities Act of 1933, the Company 
    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 or amendment thereto to be signed on its behalf 
    by the undersigned, thereunto duly authorized, in the City of Atlanta, 
    State of Georgia, on this 6th day of February, 1996.
        
                               COTTON STATES LIFE INSURANCE COMPANY
                           By:                                      
                               William Wylie Gaston, III, Chairman
                           By:                                           
                               John Ridley Howard, President and Chief
                               Executive Officer
                           By:                                        
                               Gary Warrington Meader, Treasurer, Chief
                               Financial Officer, and Chief Accounting
                               Officer