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
                  1995 PERFORMANCE SHARE AWARDS PLAN
                         (Full title of Plan)
                  
                      Thomas O. Powell, Esquire
            Peterson Dillard Young Asselin Powell & Wilson
                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 16.
      
                       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       $491.38 
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
     1995 Performance Share Awards 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.  In addition, the Company has
 reserved 500,000 shares of common stock for issuance under the Incentive
 Stock Option Plan of the Company, of which 179,155 shares remain subject
 to issuance.  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 & Wilson.
    10   The Company's 1995 Performance Share Awards 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
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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
                  1995 PERFORMANCE SHARE AWARDS PLAN
                         (Full title of Plan)
                  
                      Thomas O. Powell, Esquire
            Peterson Dillard Young Asselin Powell & Wilson
                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 16.
      
                       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       $491.38 
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
     1995 Performance Share Awards 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.  In addition, the Company has
 reserved 500,000 shares of common stock for issuance under the Incentive
 Stock Option Plan of the Company, of which 179,155 shares remain subject
 to issuance.  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 & Wilson.
    10   The Company's 1995 Performance Share Awards 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