-------------------------------------------------------------------------------
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
                               1992 INCENTIVE 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 maximum Proposed maximum
 Title of securities  Amount to be offering price     aggregate      Amount of
 To be registered      registered  per share(1)   offering price(1) registration
                                                                       fee(1)
------------------------------------------------------- ------------------------
------------------------------- ------------------------------------------------
Common Stock,        1,400,000
$1.00 par value      shares          $2.625         $3,675,000        $1,021.65
------------------------------- ----------------------- ------------------------

         (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 25, 1999 (a date
within 5 business days prior to the date of filing this Registration Statement).
In  accordance  with General  Instruction  E to Form S-8, the filing fee is paid
only with respect to the additional  securities  being registered under the 1992
Incentive Plan.




<PAGE>



                             EXPLANATORY NOTE

The purpose of this Registration  Statement is to register 1,400,000  additional
shares of  Common  Stock,  par  value  $1.00 per  share,  of  Atlantic  American
Corporation (the "Company"),  issuable  pursuant to the Company's 1992 Incentive
Plan.  In  accordance  with General  Instruction  E of Form S-8 the  information
contained  in  the  Registration   Statement  on  Form  S-8  (No.  33-56866)  is
incorporated herein by reference.


Item 8.  Exhibits.

    4        Atlantic American Corporation 1992 Incentive Plan, as amended 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)



<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
Hilton H. Howell, Jr.         and Director
-------------------------

/s/ Edward L. Rand, Jr.      Vice President                    October 29, 1999
-----------------------      and Tresurer
Edward L. Rand, Jr.       (Principal 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. Robinson     Director                          October 29, 1999
--------------------------
Harriett J. Robinson
------------------------

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

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




4         Atlantic American Corporation 1992 Incentive Plan, as amended

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": 9164}]
{"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": "333-90063", "film-number": "99738547"}, "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
                               1992 INCENTIVE 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 maximum Proposed maximum
 Title of securities  Amount to be offering price     aggregate      Amount of
 To be registered      registered  per share(1)   offering price(1) registration
                                                                       fee(1)
------------------------------------------------------- ------------------------
------------------------------- ------------------------------------------------
Common Stock,        1,400,000
$1.00 par value      shares          $2.625         $3,675,000        $1,021.65
------------------------------- ----------------------- ------------------------

         (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 25, 1999 (a date
within 5 business days prior to the date of filing this Registration Statement).
In  accordance  with General  Instruction  E to Form S-8, the filing fee is paid
only with respect to the additional  securities  being registered under the 1992
Incentive Plan.
EXPLANATORY NOTE

The purpose of this Registration  Statement is to register 1,400,000  additional
shares of  Common  Stock,  par  value  $1.00 per  share,  of  Atlantic  American
Corporation (the "Company"),  issuable  pursuant to the Company's 1992 Incentive
Plan.  In  accordance  with General  Instruction  E of Form S-8 the  information
contained  in  the  Registration   Statement  on  Form  S-8  (No.  33-56866)  is
incorporated herein by reference.

Item 8.  Exhibits.

    4        Atlantic American Corporation 1992 Incentive Plan, as amended 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)
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
Hilton H. Howell, Jr.         and Director
-------------------------

/s/ Edward L. Rand, Jr.      Vice President                    October 29, 1999
-----------------------      and Tresurer
Edward L. Rand, Jr.       (Principal 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. Robinson     Director                          October 29, 1999
--------------------------
Harriett J. Robinson
------------------------

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

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

4         Atlantic American Corporation 1992 Incentive Plan, as amended

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)