<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1997
                           Registration No. 333-
----------------------------------------------------------------------------


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                  ----------------------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
----------------------------------------------------------------------------


                             AFLAC INCORPORATED
----------------------------------------------------------------------------
          (Exact Name of Registrant as Specified in Its Charter)


                                  GEORGIA
----------------------------------------------------------------------------
        (State or Other Jurisdiction of Incorporation or Organization)

                                58-1167100
----------------------------------------------------------------------------
                    (I.R.S. Employer Identification No.)


     WORLDWIDE HEADQUARTERS, 1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999
----------------------------------------------------------------------------
        (Address of Principal Executive Offices)                (Zip Code)


                   AFLAC INCORPORATED 1997 STOCK OPTION PLAN
----------------------------------------------------------------------------
                          (Full Title of the Plan)


                            MARTIN A. DURANT, III
                  SENIOR VICE PRESIDENT, CORPORATE SERVICES
                              AFLAC INCORPORATED
                            WORLDWIDE HEADQUARTERS
                  1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999
----------------------------------------------------------------------------
                    (Name and Address of Agent For Service)

                                (706) 323-3431
----------------------------------------------------------------------------
        (Telephone Number, Including Area Code, of Agent For Service)

The Securities and Exchange Commission is requested to send copies of all 
communication and notice to:
                             MICHAEL P. ROGAN, ESQ.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                           1440 New York Avenue, N.W.
                            Washington, D.C.  20005
<PAGE>
                                 - ii -      

                     CALCULATION OF REGISTRATION FEE   


---------------------------------------------------------------------------
                                   Proposed        Proposed   
Title of                           Maximum         Maximum     
Securities        Amount           Offering        Aggregate     Amount of
to be             to be            Price           Offering      Registra-
Registered        Registered (1)   Per Share (2)   Price         tion Fee 
---------------------------------------------------------------------------

Common Stock,     7,000,000         $49.75        $348,250,000  $105,530.30
$.10 par value    shares   
("Common Stock")  

     (1)  There is also being registered hereunder such additional number
          of shares of Common Stock as may be issued pursuant to the 
          anti-dilution provisions of the Stock Option Plan.   

     (2)  Estimated solely for the purposes of calculating the 
          registration fee pursuant to Rule 457(h)(1) and based on the
          average of the high and low prices for the Common Stock as
          reported in the consolidated reporting system as of May 23,
          1997.

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































<PAGE>
                               PART II       

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  

Item 3.   Incorporation of Documents by Reference   

     AFLAC Incorporated ("AFLAC") hereby incorporates the following 
documents into this Registration Statement by reference:  

     a.    AFLAC's Annual Report on Form 10-K for the year ended December 
31, 1996, filed electronically with the Securities and Exchange Commission 
(the "SEC") on March 26, 1997;

     b.    AFLAC's Quarterly Report on Form 10-Q for the period ended March 
31, 1997, filed electronically with the SEC on May 12, 1997;

     c.    all other reports filed by AFLAC pursuant to Sections 13(a) or 
15(d) of the Securities Act of 1934 (the "Exchange Act") since December 31, 
1996;

     d.    the description of the Common Stock contained in a registration 
statement filed under the Exchange Act, and any amendments or reports filed 
with the SEC for the purpose of updating such description.

     In addition, all documents subsequently filed by AFLAC Incorporated 
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 
offered under the Stock Option Plan have been sold or which deregisters all 
such securities remaining unsold, shall be deemed to be incorporated by 
reference in the Registration Statement and to be a part thereof from the 
date of filing of such documents.


Item 6.   Indemnification of Directors and Officers

     The Georgia Business Corporation Code provides that, under certain 
circumstances, directors, officers, employees and agents of a Georgia 
corporation may be indemnified against expenses, judgments, fines and 
amounts paid in settlement actually and reasonably incurred by them in 
connection with settling, or otherwise disposing of, suits or threatened 
suits to which they are a party or threatened to be named a party by reason 
of acting in any of such capacities if such person acted in a manner such 
person believed in good faith to be in, or not opposed to, the best 
interests of the corporation.  The By-Laws of the Company provide for 
indemnification of officers and directors to the fullest extent permitted by 
such Georgia law.  The Company's Articles of Incorporation also limit the 
potential personal monetary liability of the members of the Company's Board 
of Directors to the Company or its shareholders for certain breaches of 
their duty of care or other duties as a director. 

     The Company maintains (i) director and officer liability insurance that 
provides for indemnification of the directors and officers of the Company 
and of its majority-owned subsidiaries, and (ii) company reimbursement 
insurance that provides for indemnification of the Company and its majority-
owned subsidiaries in those instances where the Company and/or its majority-
owned subsidiaries indemnified its directors and officers.


                                    -1-
<PAGE>
Item 8.   Exhibits 

     Number                           Description   
    --------                      ------------------- 
       5.1                     Opinion of Joey M. Loudermilk, General
                               Counsel, AFLAC Incorporated

      15                       Letter of KPMG Peat Marwick LLP, 
                               Re:  Unaudited Interim Financial Statements 

      23.1                     Consent of KPMG Peat Marwick LLP



Item 9.   Undertakings

     a.   Rule 415 Offering.  The undersigned registrant 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) which, individually or in the aggregate,
                      represents 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 (i) and (ii) do not apply if the 
registration statement 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 registrant 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 the initial bona fide offering thereof.

          (3)  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.

     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 registrant's annual report pursuant to Section 13(a) or Section 15(d) 

                                    -2-
<PAGE>
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 
Securities Exchange Act of 1934) 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.  REQUEST FOR ACCELERATION OF THE EFFECTIVE DATE OR FILING OF 
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 registrant pursuant to 
the foregoing provisions, or otherwise, the registrant has been advised that 
in the opinion of the Securities and Exchange Commission 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 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 Act and 
will be governed by the final adjudication of such issue.

































                                    -3-
<PAGE>

                              SIGNATURES

     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 on Form S-8 and has caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Columbus, State of Georgia, on 
May 28, 1997.


                                    AFLAC INCORPORATED



Dated  May 28, 1997                  By:  /s/ Daniel P. Amos
      ------------------------          ----------------------------------
                                          Daniel P. Amos 
                                          Chief Executive Officer







































                                    -4-
<PAGE>
     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 dates indicated.

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

/s/ Daniel P. Amos            Chief Executive             May 28, 1997
-------------------------       Officer and Vice          -----------------
Daniel P. Amos                  Chairman of the  
                                Board


/s/ Kriss Cloninger, III      Executive Vice              May 28, 1997
-------------------------       President,                -----------------
Kriss Cloninger, III            Treasurer and 
                                Chief Financial   
                                Officer      


/s/ Norman P. Foster          Executive Vice              May 28, 1997
-------------------------       President,                -----------------
Norman P. Foster                Corporate Finance


/s/ Martin A. Durant, III     Senior Vice                 May 28, 1997
-------------------------       President,                -----------------
Martin A. Durant, III           Corporate Services 


/s/ Paul S. Amos              Chairman of                 May 28, 1997
-------------------------       the Board                 -----------------
Paul S. Amos    


/s/ J. Shelby Amos, II        Director                    May 28, 1997
-------------------------                                 -----------------
J. Shelby Amos, II


                              Director                    May 28, 1997
-------------------------                                 -----------------
Michael H. Armacost


                              Director                    May 28, 1997
-------------------------                                 -----------------
M. Delmar Edwards, M.D.


/s/ George W. Ford, Jr.       Director                    May 28, 1997
------------------------------                            -----------------
George W. Ford, Jr.


/s/ Joe Frank Harris          Director                    May 28, 1997
-------------------------                                 -----------------
Joe Frank Harris
                                    -5-
<PAGE>

/s/ Elizabeth J. Hudson       Director                    May 28, 1997
-------------------------                                 -----------------
Elizabeth J. Hudson


/s/ Kenneth S. Janke, Sr.     Director                    May 28, 1997
-------------------------                                 -----------------
Kenneth S. Janke, Sr.


                              Director                    May 28, 1997
-------------------------                                 -----------------
Charles B. Knapp


                              Director                    May 28, 1997
-------------------------                                 -----------------
Hisao Kobayashi


                              Director                    May 28, 1997
-------------------------                                 -----------------
Yoshiki Otake


/s/ E. Stephen Purdom         Director                    May 28, 1997
-------------------------                                 -----------------
E. Stephen Purdom


/s/ Barbara K. Rimer          Director                    May 28, 1997
-------------------------                                 -----------------
Barbara K. Rimer


/s/ Henry C. Schwob           Director                    May 28, 1997
-------------------------                                 -----------------
Henry C. Schwob


                              Director                    May 28, 1997
-------------------------                                 -----------------
J. Kyle Spencer


/s/ Glenn Vaughn, Jr.         Director                    May 28, 1997
-------------------------                                 -----------------
Glenn Vaughn, Jr.









                                    -6-
<PAGE>

                                 EXHIBIT INDEX


   NUMBER                                 DESCRIPTION
------------                        -----------------------

    5.1                  Opinion of Joey M. Loudermilk, General Counsel,
                          AFLAC Incorporated


   15                    Letter of KPMG Peat Marwick LLP
                          Re:  Unaudited Interim Financial Statements


   23.1                  Consent of KPMG Peat Marwick LLP










































                                    -7-
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK OPTION PLAN", "secsgml_size_bytes": 16994}]
{"company-data": {"conformed-name": "AFLAC INC", "cik": "0000004977", "assigned-sic": "6321", "irs-number": "581167100", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27883", "film-number": "97614845"}, "business-address": {"street1": "1932 WYNNTON RD", "city": "COLUMBUS", "state": "GA", "zip": "31999", "phone": "4043233431"}, "former-company": {"former-conformed-name": "AMERICAN FAMILY CORP", "date-changed": "19920306"}}
As filed with the Securities and Exchange Commission on May 28, 1997
                           Registration No. 333-
----------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                  ----------------------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
----------------------------------------------------------------------------

                             AFLAC INCORPORATED
----------------------------------------------------------------------------
          (Exact Name of Registrant as Specified in Its Charter)

                                  GEORGIA
----------------------------------------------------------------------------
        (State or Other Jurisdiction of Incorporation or Organization)

                                58-1167100
----------------------------------------------------------------------------
                    (I.R.S. Employer Identification No.)

     WORLDWIDE HEADQUARTERS, 1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999
----------------------------------------------------------------------------
        (Address of Principal Executive Offices)                (Zip Code)

                   AFLAC INCORPORATED 1997 STOCK OPTION PLAN
----------------------------------------------------------------------------
                          (Full Title of the Plan)

                            MARTIN A. DURANT, III
                  SENIOR VICE PRESIDENT, CORPORATE SERVICES
                              AFLAC INCORPORATED
                            WORLDWIDE HEADQUARTERS
                  1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999
----------------------------------------------------------------------------
                    (Name and Address of Agent For Service)

                                (706) 323-3431
----------------------------------------------------------------------------
        (Telephone Number, Including Area Code, of Agent For Service)

The Securities and Exchange Commission is requested to send copies of all 
communication and notice to:
                             MICHAEL P. ROGAN, ESQ.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                           1440 New York Avenue, N.W.
                            Washington, D.C.  20005
- ii -      

                     CALCULATION OF REGISTRATION FEE   

---------------------------------------------------------------------------
                                   Proposed        Proposed   
Title of                           Maximum         Maximum     
Securities        Amount           Offering        Aggregate     Amount of
to be             to be            Price           Offering      Registra-
Registered        Registered (1)   Per Share (2)   Price         tion Fee 
---------------------------------------------------------------------------

Common Stock,     7,000,000         $49.75        $348,250,000  $105,530.30
$.10 par value    shares   
("Common Stock")  

     (1)  There is also being registered hereunder such additional number
          of shares of Common Stock as may be issued pursuant to the 
          anti-dilution provisions of the Stock Option Plan.   

     (2)  Estimated solely for the purposes of calculating the 
          registration fee pursuant to Rule 457(h)(1) and based on the
          average of the high and low prices for the Common Stock as
          reported in the consolidated reporting system as of May 23,
          1997.

--------------------------------------------------------------------------
PART II       

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  

Item 3.   Incorporation of Documents by Reference   

     AFLAC Incorporated ("AFLAC") hereby incorporates the following 
documents into this Registration Statement by reference:  

     a.    AFLAC's Annual Report on Form 10-K for the year ended December 
31, 1996, filed electronically with the Securities and Exchange Commission 
(the "SEC") on March 26, 1997;

     b.    AFLAC's Quarterly Report on Form 10-Q for the period ended March 
31, 1997, filed electronically with the SEC on May 12, 1997;

     c.    all other reports filed by AFLAC pursuant to Sections 13(a) or 
15(d) of the Securities Act of 1934 (the "Exchange Act") since December 31, 
1996;

     d.    the description of the Common Stock contained in a registration 
statement filed under the Exchange Act, and any amendments or reports filed 
with the SEC for the purpose of updating such description.

     In addition, all documents subsequently filed by AFLAC Incorporated 
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 
offered under the Stock Option Plan have been sold or which deregisters all 
such securities remaining unsold, shall be deemed to be incorporated by 
reference in the Registration Statement and to be a part thereof from the 
date of filing of such documents.

Item 6.   Indemnification of Directors and Officers

     The Georgia Business Corporation Code provides that, under certain 
circumstances, directors, officers, employees and agents of a Georgia 
corporation may be indemnified against expenses, judgments, fines and 
amounts paid in settlement actually and reasonably incurred by them in 
connection with settling, or otherwise disposing of, suits or threatened 
suits to which they are a party or threatened to be named a party by reason 
of acting in any of such capacities if such person acted in a manner such 
person believed in good faith to be in, or not opposed to, the best 
interests of the corporation.  The By-Laws of the Company provide for 
indemnification of officers and directors to the fullest extent permitted by 
such Georgia law.  The Company's Articles of Incorporation also limit the 
potential personal monetary liability of the members of the Company's Board 
of Directors to the Company or its shareholders for certain breaches of 
their duty of care or other duties as a director. 

     The Company maintains (i) director and officer liability insurance that 
provides for indemnification of the directors and officers of the Company 
and of its majority-owned subsidiaries, and (ii) company reimbursement 
insurance that provides for indemnification of the Company and its majority-
owned subsidiaries in those instances where the Company and/or its majority-
owned subsidiaries indemnified its directors and officers.

                                    -1-
Item 8.   Exhibits 

     Number                           Description   
    --------                      ------------------- 
       5.1                     Opinion of Joey M. Loudermilk, General
                               Counsel, AFLAC Incorporated

      15                       Letter of KPMG Peat Marwick LLP, 
                               Re:  Unaudited Interim Financial Statements 

      23.1                     Consent of KPMG Peat Marwick LLP

Item 9.   Undertakings

     a.   Rule 415 Offering.  The undersigned registrant 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) which, individually or in the aggregate,
                      represents 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 (i) and (ii) do not apply if the 
registration statement 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 registrant 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 the initial bona fide offering thereof.

          (3)  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.

     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 registrant's annual report pursuant to Section 13(a) or Section 15(d) 

                                    -2-
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 
Securities Exchange Act of 1934) 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.  REQUEST FOR ACCELERATION OF THE EFFECTIVE DATE OR FILING OF 
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 registrant pursuant to 
the foregoing provisions, or otherwise, the registrant has been advised that 
in the opinion of the Securities and Exchange Commission 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 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 Act and 
will be governed by the final adjudication of such issue.

                                    -3-
SIGNATURES

     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 on Form S-8 and has caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Columbus, State of Georgia, on 
May 28, 1997.

                                    AFLAC INCORPORATED

Dated  May 28, 1997                  By:  /s/ Daniel P. Amos
      ------------------------          ----------------------------------
                                          Daniel P. Amos 
                                          Chief Executive Officer

                                    -4-
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 dates indicated.

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

/s/ Daniel P. Amos            Chief Executive             May 28, 1997
-------------------------       Officer and Vice          -----------------
Daniel P. Amos                  Chairman of the  
                                Board

/s/ Kriss Cloninger, III      Executive Vice              May 28, 1997
-------------------------       President,                -----------------
Kriss Cloninger, III            Treasurer and 
                                Chief Financial   
                                Officer      

/s/ Norman P. Foster          Executive Vice              May 28, 1997
-------------------------       President,                -----------------
Norman P. Foster                Corporate Finance

/s/ Martin A. Durant, III     Senior Vice                 May 28, 1997
-------------------------       President,                -----------------
Martin A. Durant, III           Corporate Services 

/s/ Paul S. Amos              Chairman of                 May 28, 1997
-------------------------       the Board                 -----------------
Paul S. Amos    

/s/ J. Shelby Amos, II        Director                    May 28, 1997
-------------------------                                 -----------------
J. Shelby Amos, II

                              Director                    May 28, 1997
-------------------------                                 -----------------
Michael H. Armacost

                              Director                    May 28, 1997
-------------------------                                 -----------------
M. Delmar Edwards, M.D.

/s/ George W. Ford, Jr.       Director                    May 28, 1997
------------------------------                            -----------------
George W. Ford, Jr.

/s/ Joe Frank Harris          Director                    May 28, 1997
-------------------------                                 -----------------
Joe Frank Harris
                                    -5-
/s/ Elizabeth J. Hudson       Director                    May 28, 1997
-------------------------                                 -----------------
Elizabeth J. Hudson

/s/ Kenneth S. Janke, Sr.     Director                    May 28, 1997
-------------------------                                 -----------------
Kenneth S. Janke, Sr.

                              Director                    May 28, 1997
-------------------------                                 -----------------
Charles B. Knapp

                              Director                    May 28, 1997
-------------------------                                 -----------------
Hisao Kobayashi

                              Director                    May 28, 1997
-------------------------                                 -----------------
Yoshiki Otake

/s/ E. Stephen Purdom         Director                    May 28, 1997
-------------------------                                 -----------------
E. Stephen Purdom

/s/ Barbara K. Rimer          Director                    May 28, 1997
-------------------------                                 -----------------
Barbara K. Rimer

/s/ Henry C. Schwob           Director                    May 28, 1997
-------------------------                                 -----------------
Henry C. Schwob

                              Director                    May 28, 1997
-------------------------                                 -----------------
J. Kyle Spencer

/s/ Glenn Vaughn, Jr.         Director                    May 28, 1997
-------------------------                                 -----------------
Glenn Vaughn, Jr.

                                    -6-
EXHIBIT INDEX

   NUMBER                                 DESCRIPTION
------------                        -----------------------

    5.1                  Opinion of Joey M. Loudermilk, General Counsel,
                          AFLAC Incorporated

   15                    Letter of KPMG Peat Marwick LLP
                          Re:  Unaudited Interim Financial Statements

   23.1                  Consent of KPMG Peat Marwick LLP

                                    -7-