<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1998
                           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 EXECUTIVE DEFERRED COMPENSATION PLAN
           -------------------------------------------------------
                          (Full Title of the Plan)


                              ANGELA S. HART
             SENIOR VICE PRESIDENT, DIRECTOR OF HUMAN RESOURCES
                            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       Per Share(1)    Price(1)      tion Fee 
---------------------------------------------------------------------------

Deferred         $10,000,000         100%         $10,000,000    $2,780.00
Compensation      
Obligations(2)

Common Stock         500,000       $40.3125(4)    $20,156,250    $5,603.44
$.10 par value      shares(3)
("Common Stock")

     (1)  Estimated solely for the purpose of calculating the registration
          fee.   

     (2)  The Deferred Compensation Obligations are unsecured general
          obligations of AFLAC Incorporated (the "Company" or the 
          "Registrant") to pay deferred compensation in accordance with
          the terms of the AFLAC Incorporated Executive Deferred 
          Compensation Plan.

     (3)  Includes an indeterminate number of shares of Common Stock that
          may be issuable by reason of stock splits, stock dividends, or
          similar transactions in accordance with Rule 416 under the
          Securities Act of 1933.

     (4)  Based on the reported average high and low prices of the Common
          Stock of the Company on December 18, 1998.
--------------------------------------------------------------------------





















<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, 1997;

        b.  AFLAC's Quarterly Reports on Form 10-Q for the periods ended 
March 31, 1998, June 30, 1998 and September 30, 1998;

        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, 
1997;

        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 hereby 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 4.  Description of Securities

     This Registration Statement relates to Deferred Compensation 
Obligations (as defined below) and shares of Common Stock.  The Deferred 
Compensation Obligations registered hereunder (the "Obligations") are 
unsecured obligations of the Registrant to pay deferred compensation in the 
future in accordance with the terms of the AFLAC Incorporated Executive 
Deferred Compensation Plan (the "Plan").  Plan participants may defer 
compensation into shares of Common Stock in accordance with the Plan.  The 
Plan is filed as Exhibit 4 to this Registration Statement.  Such Exhibit 
sets forth a description of the Obligations and is incorporated herein by 
reference in its entirety in response to this Item 4, pursuant to Rule 
411(b)(3) under the Securities Act of 1933.

     No participant under the Plan shall have any preferred claim to, or any 
beneficial ownership interest in, any assets which are subject to the Plan. 
All such assets are subject to the claims of the creditors of AFLAC 
Incorporated until they are paid to the participant in accordance with the 
terms of the Plan.


Item 5.  Interests of Named Experts and Counsel

     The validity of deferred compensation obligations described herein has 
been passed upon for the Registrant by Joey M. Loudermilk, Senior Vice 
President and General Counsel for the Registrant.
                                   -1-
<PAGE>
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.

Item 8.   Exhibits 

     Number                           Description   
    --------                      ------------------- 
       4                       AFLAC Incorporated Executive Deferred
                               Compensation Plan

       5                       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

      23.2                     Consent of Counsel (included in Exhibit 5)

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;

                                   -2-
<PAGE>
               (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) 
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 
December 18, 1998.


                                    AFLAC INCORPORATED



Dated  December 18, 1998             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             December 18, 1998
-------------------------       Officer and Vice          -----------------
Daniel P. Amos                  Chairman of the  
                                Board


/s/ Kriss Cloninger, III      Executive Vice              December 18, 1998
-------------------------       President,                -----------------
Kriss Cloninger, III            Treasurer and 
                                Chief Financial   
                                Officer      


/s/ Norman P. Foster          Executive Vice              December 18, 1998
-------------------------       President,                -----------------
Norman P. Foster                Corporate Finance


/s/ Angela S. Hart            Senior Vice                 December 18, 1998
-------------------------       President,                -----------------
Angela S. Hart                  Director, Human Resources


/s/ Paul S. Amos              Chairman of                 December 18, 1998
-------------------------       the Board                 -----------------
Paul S. Amos    


/s/ J. Shelby Amos, II        Director                    December 18, 1998
-------------------------                                 -----------------
J. Shelby Amos       


/s/ Michael H. Armacost       Director                    December 18, 1998
-------------------------                                 -----------------
Michael H. Armacost


/s/ M. Delmar Edwards, M.D.   Director                    December 18, 1998
-------------------------                                 -----------------
M. Delmar Edwards, M.D.


/s/ George W. Ford, Jr.       Director                    December 18, 1998
------------------------------                            -----------------
George W. Ford, Jr.


/s/ Joe Frank Harris          Director                    December 18, 1998
-------------------------                                 -----------------
Joe Frank Harris 
                                   -5-
<PAGE>

/s/ Elizabeth J. Hudson       Director                    December 18, 1998
-------------------------                                 -----------------
Elizabeth J. Hudson


/s/Kenneth S. Janke, Sr.      Director                    December 18, 1998
-------------------------                                 -----------------
Kenneth S. Janke, Sr.


/s/ Charles B. Knapp          Director                    December 18, 1998
-------------------------                                 -----------------
Charles B. Knapp


/s/ Hisao Kobayashi           Director                    December 18, 1998
-------------------------                                 -----------------
Hisao Kobayashi


/s/ Yoshiki Otake             Director                    December 18, 1998
-------------------------                                 -----------------
Yoshiki Otake


/s/ E. Stephen Purdom         Director                    December 18, 1998
-------------------------                                 -----------------
E. Stephen Purdom


/s/ Barbara K. Rimer          Director                    December 18, 1998
-------------------------                                 -----------------
Barbara K. Rimer


/s/ Henry C. Schwob           Director                    December 18, 1998
-------------------------                                 -----------------
Henry C. Schwob


/s/ J. Kyle Spencer           Director                    December 18, 1998
-------------------------                                 -----------------
J. Kyle Spencer


/s/ Glenn Vaughn, Jr.         Director                    December 18, 1998
-------------------------                                 -----------------
Glenn Vaughn, Jr.









                                   -6-
<PAGE>

                                 EXHIBIT INDEX


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

    4                    AFLAC Incorporated Executive Deferred
                          Compensation Plan

    5                    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


   23.2                  Consent of Counsel (included in Exhibit 5)




































                                   -7-
[{"type": "S-8", "sequence": "1", "description": "EXECUTIVE DEFERRED COMP.", "secsgml_size_bytes": 18961}]
{"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": "333-69333", "film-number": "98772684"}, "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 December 21, 1998
                           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 EXECUTIVE DEFERRED COMPENSATION PLAN
           -------------------------------------------------------
                          (Full Title of the Plan)

                              ANGELA S. HART
             SENIOR VICE PRESIDENT, DIRECTOR OF HUMAN RESOURCES
                            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       Per Share(1)    Price(1)      tion Fee 
---------------------------------------------------------------------------

Deferred         $10,000,000         100%         $10,000,000    $2,780.00
Compensation      
Obligations(2)

Common Stock         500,000       $40.3125(4)    $20,156,250    $5,603.44
$.10 par value      shares(3)
("Common Stock")

     (1)  Estimated solely for the purpose of calculating the registration
          fee.   

     (2)  The Deferred Compensation Obligations are unsecured general
          obligations of AFLAC Incorporated (the "Company" or the 
          "Registrant") to pay deferred compensation in accordance with
          the terms of the AFLAC Incorporated Executive Deferred 
          Compensation Plan.

     (3)  Includes an indeterminate number of shares of Common Stock that
          may be issuable by reason of stock splits, stock dividends, or
          similar transactions in accordance with Rule 416 under the
          Securities Act of 1933.

     (4)  Based on the reported average high and low prices of the Common
          Stock of the Company on December 18, 1998.
--------------------------------------------------------------------------
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, 1997;

        b.  AFLAC's Quarterly Reports on Form 10-Q for the periods ended 
March 31, 1998, June 30, 1998 and September 30, 1998;

        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, 
1997;

        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 hereby 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 4.  Description of Securities

     This Registration Statement relates to Deferred Compensation 
Obligations (as defined below) and shares of Common Stock.  The Deferred 
Compensation Obligations registered hereunder (the "Obligations") are 
unsecured obligations of the Registrant to pay deferred compensation in the 
future in accordance with the terms of the AFLAC Incorporated Executive 
Deferred Compensation Plan (the "Plan").  Plan participants may defer 
compensation into shares of Common Stock in accordance with the Plan.  The 
Plan is filed as Exhibit 4 to this Registration Statement.  Such Exhibit 
sets forth a description of the Obligations and is incorporated herein by 
reference in its entirety in response to this Item 4, pursuant to Rule 
411(b)(3) under the Securities Act of 1933.

     No participant under the Plan shall have any preferred claim to, or any 
beneficial ownership interest in, any assets which are subject to the Plan. 
All such assets are subject to the claims of the creditors of AFLAC 
Incorporated until they are paid to the participant in accordance with the 
terms of the Plan.

Item 5.  Interests of Named Experts and Counsel

     The validity of deferred compensation obligations described herein has 
been passed upon for the Registrant by Joey M. Loudermilk, Senior Vice 
President and General Counsel for the Registrant.
                                   -1-
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.

Item 8.   Exhibits 

     Number                           Description   
    --------                      ------------------- 
       4                       AFLAC Incorporated Executive Deferred
                               Compensation Plan

       5                       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

      23.2                     Consent of Counsel (included in Exhibit 5)

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;

                                   -2-
(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) 
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 
December 18, 1998.

                                    AFLAC INCORPORATED

Dated  December 18, 1998             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             December 18, 1998
-------------------------       Officer and Vice          -----------------
Daniel P. Amos                  Chairman of the  
                                Board

/s/ Kriss Cloninger, III      Executive Vice              December 18, 1998
-------------------------       President,                -----------------
Kriss Cloninger, III            Treasurer and 
                                Chief Financial   
                                Officer      

/s/ Norman P. Foster          Executive Vice              December 18, 1998
-------------------------       President,                -----------------
Norman P. Foster                Corporate Finance

/s/ Angela S. Hart            Senior Vice                 December 18, 1998
-------------------------       President,                -----------------
Angela S. Hart                  Director, Human Resources

/s/ Paul S. Amos              Chairman of                 December 18, 1998
-------------------------       the Board                 -----------------
Paul S. Amos    

/s/ J. Shelby Amos, II        Director                    December 18, 1998
-------------------------                                 -----------------
J. Shelby Amos       

/s/ Michael H. Armacost       Director                    December 18, 1998
-------------------------                                 -----------------
Michael H. Armacost

/s/ M. Delmar Edwards, M.D.   Director                    December 18, 1998
-------------------------                                 -----------------
M. Delmar Edwards, M.D.

/s/ George W. Ford, Jr.       Director                    December 18, 1998
------------------------------                            -----------------
George W. Ford, Jr.

/s/ Joe Frank Harris          Director                    December 18, 1998
-------------------------                                 -----------------
Joe Frank Harris 
                                   -5-
/s/ Elizabeth J. Hudson       Director                    December 18, 1998
-------------------------                                 -----------------
Elizabeth J. Hudson

/s/Kenneth S. Janke, Sr.      Director                    December 18, 1998
-------------------------                                 -----------------
Kenneth S. Janke, Sr.

/s/ Charles B. Knapp          Director                    December 18, 1998
-------------------------                                 -----------------
Charles B. Knapp

/s/ Hisao Kobayashi           Director                    December 18, 1998
-------------------------                                 -----------------
Hisao Kobayashi

/s/ Yoshiki Otake             Director                    December 18, 1998
-------------------------                                 -----------------
Yoshiki Otake

/s/ E. Stephen Purdom         Director                    December 18, 1998
-------------------------                                 -----------------
E. Stephen Purdom

/s/ Barbara K. Rimer          Director                    December 18, 1998
-------------------------                                 -----------------
Barbara K. Rimer

/s/ Henry C. Schwob           Director                    December 18, 1998
-------------------------                                 -----------------
Henry C. Schwob

/s/ J. Kyle Spencer           Director                    December 18, 1998
-------------------------                                 -----------------
J. Kyle Spencer

/s/ Glenn Vaughn, Jr.         Director                    December 18, 1998
-------------------------                                 -----------------
Glenn Vaughn, Jr.

                                   -6-
EXHIBIT INDEX

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

    4                    AFLAC Incorporated Executive Deferred
                          Compensation Plan

    5                    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

   23.2                  Consent of Counsel (included in Exhibit 5)

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