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<SEC-DOCUMENT>0000004977-01-500058.txt : 20010510
<SEC-HEADER>0000004977-01-500058.hdr.sgml : 20010510
ACCESSION NUMBER:		0000004977-01-500058
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010331
FILED AS OF DATE:		20010509

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AFLAC INC
		CENTRAL INDEX KEY:			0000004977
		STANDARD INDUSTRIAL CLASSIFICATION:	ACCIDENT & HEALTH INSURANCE [6321]
		IRS NUMBER:				581167100
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		
		SEC FILE NUMBER:	001-07434
		FILM NUMBER:		1626791

	BUSINESS ADDRESS:	
		STREET 1:		1932 WYNNTON RD
		CITY:			COLUMBUS
		STATE:			GA
		ZIP:			31999
		BUSINESS PHONE:		7063233431

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN FAMILY CORP
		DATE OF NAME CHANGE:	19920306
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>q301edg.txt
<DESCRIPTION>1ST QUARTER 2001 FORM 10-Q
<TEXT>

<PAGE>

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                  FORM 10-Q


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT of 1934



                  For the quarter ended March 31, 2001
                         Commission File No. 1-7434




                             AFLAC INCORPORATED
            ------------------------------------------------------



         GEORGIA                                             58-1167100
- -------------------------------                         -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification No.)




                  1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999
             -----------------------------------------------------
             (Address of principal executive offices and zip code)


        Registrant's telephone number, including area code (706) 323-3431

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes   X   .  No       .
    ------      ------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

           Class                                           May 4, 2001
- ----------------------------                            ------------------
Common Stock, $.10 Par Value                            525,812,832 shares






<PAGE>
                       AFLAC INCORPORATED AND SUBSIDIARIES
                                     INDEX

                                                                      Page
                                                                       No.
                                                                      ----

Part I.  Financial Information:

     Item 1.  Financial Statements
       Consolidated Balance Sheets -
          March 31, 2001 and December 31, 2000. . . . . . . . . .       1

       Consolidated Statements of Earnings -
         Three Months Ended March 31, 2001 and 2000 . . . . . . .       3

       Consolidated Statements of Shareholders' Equity -
         Three Months Ended March 31, 2001 and 2000 . . . . . . .       4

       Consolidated Statements of Cash Flows -
         Three Months Ended March 31, 2001 and 2000 . . . . . . .       5

       Consolidated Statements of Comprehensive Income -
         Three Months Ended March 31, 2001 and 2000 . . . . . . .       7

       Notes to Consolidated Financial Statements . . . . . . . .       8

       Review by Independent Auditors . . . . . . . . . . . . . .      16

       Independent Auditors' Review Report. . . . . . . . . . . .      17

     Item 2.  Management's Discussion and Analysis of
       Financial Condition and Results of Operations. . . . . . .      18

     Item 3.  Quantitative and Qualitative Disclosures
       about Market Risk. . . . . . . . . . . . . . . . . . . . .      32


Part II.  Other Information:

     Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . .      36

     Item 4.  Submission of Matters to a Vote
       of Security Holders. . . . . . . . . . . . . . . . . . . .      37

     Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . .      38



Items other than those listed above are omitted because they are not
required or are not applicable.







                                    i
<PAGE>
                       Part I.  Financial Information
                     AFLAC INCORPORATED AND SUBSIDIARIES
                         Consolidated Balance Sheets
                               (In millions)

                                                  March 31,    December 31,
                                                    2001           2000
                                                 (Unaudited)
                                                ------------   ------------

Assets:
 Investments and cash:
  Securities available for sale, at fair value:
    Fixed maturities (amortized cost
      $18,634 in 2001 and $20,405 in 2000)        $  21,696     $  22,172
    Perpetual debentures (amortized cost
      $2,668 in 2001 and $2,347 in 2000)              2,757         2,046
    Equity securities (cost $139 in 2001
      and $161 in 2000)                                 176           236
  Securities held to maturity, at amortized cost:
    Fixed maturities (fair value $4,142 in
      2001 and $3,702 in 2000)                        3,915         3,645
    Perpetual debentures (fair value $3,261
      in 2001 and $3,323 in 2000)                     3,131         3,442
  Other investments                                      17            17
  Cash and cash equivalents                           1,075           609
                                                   --------      --------
    Total investments and cash                       32,767        32,167
 Receivables, primarily premiums                        324           301
 Accrued investment income                              316           380
 Deferred policy acquisition costs                    3,559         3,685
 Property and equipment, at cost less
   accumulated depreciation                             463           481
 Other                                                  212           218
                                                   --------      --------
    Total assets                                  $  37,641     $  37,232
                                                   ========      ========

See the accompanying Notes to Consolidated Financial Statements.


(continued)
















                                    1
<PAGE>
                     AFLAC INCORPORATED AND SUBSIDIARIES
                   Consolidated Balance Sheets (continued)
            (In millions, except for share and per-share amounts)

                                                  March 31,    December 31,
                                                    2001           2000
                                                 (Unaudited)
                                                ------------   ------------

Liabilities and Shareholders' Equity:
  Liabilities:
    Policy liabilities:
      Future policy benefits                      $  25,515      $  26,114
      Unpaid policy claims                            1,704          1,745
      Unearned premiums                                 360            361
      Other policyholders' funds                        383            346
                                                   --------       --------
        Total policy liabilities                     27,962         28,566
    Notes payable                                     1,035          1,079
    Income taxes                                      2,199          1,894
    Payables for return of cash collateral
      on loaned securities                              248            127
    Payable for security transactions                   169              -
    Other                                               810            872
                                                   --------       --------
      Total liabilities                              32,423         32,538
                                                   --------       --------
  Shareholders' equity:
    Common stock of $.10 par value. In thousands:
      authorized 1,000,000 shares; issued 645,605
      shares in 2001 and 644,813 shares in 2000          65             32
    Additional paid-in capital                          312            336
    Retained earnings                                 4,112          3,956
    Accumulated other comprehensive income:
      Unrealized foreign currency translation gains     200            194
      Unrealized gains on investment securities       1,980          1,474
      Unrealized gains (losses) on derivatives           (1)             -
    Treasury stock, at average cost                  (1,450)        (1,298)
                                                   --------       --------
      Total shareholders' equity                      5,218          4,694
                                                   --------       --------
      Total liabilities and shareholders' equity  $  37,641      $  37,232
                                                   ========       ========
      Shareholders' equity per share              $    9.93      $    8.87
                                                   ========       ========

See the accompanying Notes to Consolidated Financial Statements.

Share and per-share amounts have been restated to reflect the two-for-one
stock split distributed March 16, 2001.








                                    2
<PAGE>
                      AFLAC INCORPORATED AND SUBSIDIARIES
                      Consolidated Statements of Earnings

(In millions, except for share and           Three Months Ended March 31,
 per-share amounts - Unaudited)              ----------------------------
                                                 2001            2000
                                               --------        --------

Revenues:
  Premiums, principally supplemental
   health insurance                            $  2,029        $  2,020
  Net investment income                             382             376
  Realized investment losses                         (1)             (2)
  Other income                                       11               4
                                                -------         -------
        Total revenues                            2,421           2,398
                                                -------         -------
Benefits and expenses:
  Benefits and claims                             1,606           1,620
  Acquisition and operating expenses:
    Amortization of deferred policy
     acquisition costs                               80              69
    Insurance commissions                           250             255
    Insurance expenses                              184             189
    Interest expense                                  5               5
    Other operating expenses                         22              17
                                                -------         -------
        Total acquisition and
         operating expenses                         541             535
                                                -------         -------
        Total benefits and expenses               2,147           2,155
                                                -------         -------
        Earnings before income taxes                274             243
Income taxes                                         96              87
                                                -------         -------
        Net earnings                           $    178        $    156
                                                =======         =======
Net earnings per share:
  Basic                                        $    .34        $    .29
  Diluted                                           .33             .29
                                                =======         =======
Shares used in computing
 earnings per share (In thousands):
  Basic                                         528,180         531,199
  Diluted                                       541,767         544,523
                                                =======         =======
Cash dividends per share                       $   .043        $   .038
                                                =======         =======

See the accompanying Notes to Consolidated Financial Statements.

Share and per-share amounts have been restated to reflect the two-for-one
stock split distributed March 16, 2001.





                                    3
<PAGE>
                      AFLAC INCORPORATED AND SUBSIDIARIES
                 Consolidated Statements of Shareholders' Equity
             (In millions, except for per-share amounts - Unaudited)

                                               Three Months Ended March 31,
                                               ----------------------------
                                                    2001            2000
                                                   ------          ------
Common Stock:
  Balance at beginning of period                  $    32         $    32
  Exercise of stock options                             1               -
  Two-for-one stock split                              32               -
                                                   ------          ------
  Balance at end of period                             65              32
                                                   ------          ------
Additional paid-in capital:
  Balance at beginning of period                      336             310
  Exercise of stock options                             2               7
  Gain on treasury stock reissued                       6               3
  Two-for-one stock split                             (32)              -
                                                   ------          ------
  Balance at end of period                            312             320
                                                   ------          ------
Retained earnings:
  Balance at beginning of period                    3,956           3,356
  Net earnings                                        178             156
  Dividends to shareholders ($.043 per share
   in 2001 and $.038 in 2000)                         (22)            (19)
                                                   ------          ------
  Balance at end of period                          4,112           3,493
                                                   ------          ------

Accumulated other comprehensive income:
  Balance at beginning of period                    1,668           1,264
  Change in unrealized foreign currency
   translation gains (losses) during
   period, net of income taxes                          6             (51)
  Change in unrealized gains (losses) on
   investment securities during period, net
   of income taxes                                    505             176
                                                   ------          ------
   Balance at end of period                         2,179           1,389
                                                   ------          ------
Treasury stock:
  Balance at beginning of period                   (1,298)         (1,094)
  Purchases of treasury stock                        (162)            (81)
  Cost of shares issued                                10               8
                                                   ------          ------
  Balance at end of period                         (1,450)         (1,167)
                                                   ------          ------
  Total shareholders' equity                      $ 5,218         $ 4,067
                                                   ======          ======

See the accompanying Notes to Consolidated Financial Statements.

Per-share amounts have been restated to reflect the two-for-one stock split
distributed March 16, 2001.

                                    4
<PAGE>
                      AFLAC INCORPORATED AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                          (In millions - Unaudited)

                                                    Three Months Ended
                                                         March 31,
                                                     2001        2000
                                                    ------      ------

Cash flows from operating activities:
  Net earnings                                     $   178     $   156
  Adjustments to reconcile net earnings to
   net cash provided by operating activities:
    Increase in policy liabilities                     640         688
    Deferred income taxes                               39          38
    Change in income taxes payable                     327         147
    Increase in deferred policy
     acquisition costs                                 (76)        (81)
    Change in receivables and advance premiums          38          12
    Realized investment and derivative
     (gains) losses                                     (2)          2
    Other, net                                         137         (53)
                                                    ------      ------
      Net cash provided by operating activities      1,281         909
                                                    ------      ------
Cash flows from investing activities:
  Proceeds from investments sold or matured:
    Securities available for sale:
      Fixed maturities sold                            618         207
      Fixed maturities matured                         150         121
      Equity securities                                 58          15
    Other investments, net                               -          (1)
  Costs of investments acquired:
    Securities available for sale:
      Fixed maturities                                (960)     (1,377)
      Perpetual debentures                            (509)         (1)
      Equity securities                                (24)        (27)
  Cash received as collateral on
    loaned securities, net                             137         340
  Additions to property and equipment, net             (16)         (1)
  Other, net                                            (3)          -
                                                    ------      ------
     Net cash used by investing activities         $  (549)    $  (724)
                                                    ------      ------

See the accompanying Notes to Consolidated Financial Statements.


(continued)









                                    5
<PAGE>
                      AFLAC INCORPORATED AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (continued)
                           (In millions - Unaudited)

                                                       Three Months Ended
                                                            March 31,
                                                       2001          2000
                                                      ------        ------
Cash flows from financing activities:
  Principal payments under debt obligations          $    (3)      $    (4)
  Dividends paid to shareholders                         (21)          (18)
  Purchases of treasury stock                           (162)          (81)
  Treasury stock reissued                                 13             6
  Other, net                                               1             7
                                                      ------        ------
    Net cash used by financing activities               (172)          (90)
                                                      ------        ------
Effect of exchange rate changes on cash
  and cash equivalents                                   (94)          (19)
                                                      ------        ------
    Net change in cash and cash equivalents              466            76

Cash and cash equivalents, beginning of period           609           616
                                                      ------        ------
Cash and cash equivalents, end of period             $ 1,075       $   692
                                                      ======        ======

Supplemental disclosures of cash flow information:
  Cash payments during the period for:
    Interest paid                                    $     2       $     3
    Income taxes paid                                      1             -
  Impairment loss on available-for-sale security          42             -
  Noncash financing activities:
    Capital lease obligations                              5             4
    Treasury shares issued to AFL stock plan for:
      Shareholder dividend reinvestment                    1             1
      Associates stock bonus                               3             4


See the accompanying Notes to Consolidated Financial Statements.


















                                    6
<PAGE>
                     AFLAC INCORPORATED AND SUBSIDIARIES
               Consolidated Statements of Comprehensive Income
                          (In millions - Unaudited)

                                                    Three Months Ended
                                                         March 31,
                                                    2001          2000
                                                   ------        ------

Net earnings                                      $   178       $   156
                                                   ------        ------
Other comprehensive income, before
 income taxes:
  Change in unrealized foreign currency
    translation gains (losses) arising
    during the period                                  61            32
  Unrealized gains (losses) on investment
   securities:
    Unrealized holding gains (losses)
      arising during the period                       697           232
    Reclassification adjustment for realized
      (gains) losses included in net earnings           1             2
  Change in unrealized holding gains (losses)
    on derivatives arising during the period           (1)            -
                                                   ------        ------
        Total other comprehensive income,
         before income taxes                          758           266
Income tax expense related to items
 of other comprehensive income                        247           141
                                                   ------        ------
        Other comprehensive income,
         net of income taxes                          511           125
                                                   ------        ------
        Total comprehensive income                $   689       $   281
                                                   ======        ======

See the accompanying Notes to Consolidated Financial Statements.





















                                    7
<PAGE>
                    AFLAC INCORPORATED AND SUBSIDIARIES
                 Notes to Consolidated Financial Statements


1.  Basis of Presentation

     In the opinion of management, the accompanying unaudited consolidated
financial statements of AFLAC Incorporated and subsidiaries (the "Company")
contain all adjustments necessary to fairly present the consolidated balance
sheet as of March 31, 2001, and the consolidated statements of earnings,
cash flows, shareholders' equity and comprehensive income for the three
month periods ended March 31, 2001 and 2000.  Results of operations for
interim periods are not necessarily indicative of results for the entire
year.

     We prepare our financial statements in accordance with accounting
principles generally accepted in the United States of America (GAAP).  These
principles are established primarily by the Financial Accounting Standards
Board and the American Institute of Certified Public Accountants.  The
preparation of financial statements in conformity with GAAP requires us to
make estimates when recording transactions resulting from business
operations, based on information currently available.  The most significant
items on our balance sheet that involve a greater degree of accounting
estimates and actuarial determinations subject to changes in the future are:
deferred policy acquisition costs and liabilities for future policy benefits
and unpaid policy claims.  As additional information becomes available (or
actual amounts are determinable), the recorded estimates will be revised and
reflected in operating results.  Although some variability is inherent in
these estimates, we believe the amounts provided are adequate.

     The financial statements should be read in conjunction with the
financial statements included in our annual report to shareholders for the
year ended December 31, 2000.

     Certain prior-year amounts have been reclassified to conform to the
current-year presentation.


2.  Accounting Pronouncements

     We adopted Statement of Financial Accounting Standards (SFAS) No. 133
as amended, Accounting for Derivative Instruments and Hedging Activities, on
January 1, 2001.  This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in investment securities and other contracts, and for
hedging activities.  It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those
instruments at fair value.  The accounting for changes in the fair value of
a derivative is included in either earnings or other comprehensive income
depending on the intended use of the derivative instrument.

     This standard changed the accounting for our interest rate swaps and
the interest component of the cross-currency swaps.  In accordance with SFAS
No. 133, we are required to recognize in net earnings the change in
unrealized gains/losses on the interest component of our cross-currency
swaps.  Unrealized gains and losses in the fair value of our interest rate
swaps will be reflected in accumulated other comprehensive income.

                                    8
<PAGE>
     The cumulative transition effect of adopting this new accounting
standard as of January 1, 2001, was immaterial.  As a result of applying
this new standard during the three months ended March 31, 2001, pretax
earnings increased by $3 million for the change in fair value of the
interest component of our cross-currency swaps, and accumulated other
comprehensive income decreased by $1 million for the change in fair value of
our interest rate swaps.

     See Note 5 for additional information on our derivative and
nonderivative financial instruments.


3.  Segment Information

     Information regarding components of operations for the three months
ended March 31 follows:

(In millions)                                       2001         2000
                                                  --------     --------
Revenues:
  AFLAC Japan:
    Earned premiums                               $  1,591     $  1,646
    Net investment income                              305          306
    Other income                                        (1)           -
                                                   -------      -------
      Total AFLAC Japan revenues                     1,895        1,952
                                                   -------      -------
  AFLAC U.S.:
    Earned premiums                                    439          374
    Net investment income                               73           67
    Other income                                         1            1
                                                   -------      -------
      Total AFLAC U.S. revenues                        513          442
                                                   -------      -------
  Other business segments                                8            6
                                                   -------      -------
      Total business segments                        2,416        2,400
  Realized investment and derivative
    gains (losses)                                       2           (2)
  Corporate*                                             9            8
  Intercompany eliminations                             (6)          (8)
                                                   -------      -------
      Total revenues                              $  2,421     $  2,398
                                                   =======      =======
Earnings before income taxes:
  AFLAC Japan                                     $    204     $    188
  AFLAC U.S.                                            81           70
                                                   -------      -------
      Total business segments                          285          258
  Realized investment and derivative
    gains (losses)                                       1           (2)
  Interest expense, noninsurance operations             (4)          (4)
  Corporate*                                            (8)          (9)
                                                   -------      -------
      Total earnings before income taxes          $    274     $    243
                                                   =======      =======
*Includes investment income of $4 in 2001 and $3 in 2000.

                                    9
<PAGE>
    Assets were as follows:
                                              March 31,        December 31,
 (In millions)                                  2001               2000
                                            ------------       -----------
Assets:
  AFLAC Japan                                 $  32,139         $  31,882
  AFLAC U.S.                                      5,247             4,964
  Other business segments                            78                46
                                               --------          --------
    Total business segments                      37,464            36,892
  Corporate                                       6,450             5,993
  Intercompany eliminations                      (6,273)           (5,653)
                                               --------          --------
    Total assets                              $  37,641         $  37,232
                                               ========          ========


4.  Notes Payable

     A summary of notes payable is as follows:
                                                   March 31,   December 31,
 (In millions)                                        2001         2000
                                                  ----------   -----------
6.50% senior notes due April 2009 (principal
 amount $450)                                        $   449     $   449
1.55% yen-denominated Samurai notes due October
 2005 (principal amount 30 billion yen)                  242         261
Unsecured, yen-denominated notes payable to banks:
  Reducing revolving credit agreement, due
   July 2001:
    2.29% fixed interest rate                             91          99
    Variable interest rate (.83% at
      March 31, 2001)                                     13          14
  Revolving credit agreement, due November 2002:
    1.24% fixed interest rate                             63          68
    Variable interest rate (.78% at
      March 31, 2001)                                    146         157
Obligations under capitalized leases payable
  monthly through 2005, secured by computer
  equipment in Japan                                      31          31
                                                      ------      ------
    Total notes payable                              $ 1,035     $ 1,079
                                                      ======      ======

     For those loans denominated in yen, the principal amount of the loans
as stated in dollar terms will fluctuate from period to period due to
changes in the yen/dollar exchange rate.

     In September 2000, we filed a shelf registration statement with
Japanese regulatory authorities to issue up to 100 billion yen of yen-
denominated Samurai notes.  These securities are not for sale to United
States residents or entities.  In October 2000, we issued in Japan 30
billion yen of 1.55% Samurai notes due October 2005 ($242 million using the
March 31, 2001 exchange rate).  These notes are redeemable at our option at
any time with a redemption price equal to the principal amount of the notes
being redeemed plus a premium.


                                    10
<PAGE>
     In April 1999, we issued $450 million of 6.50% senior notes, due April
2009.  The current outstanding balance after discount is $449 million.  The
notes are redeemable at our option at any time with a redemption price equal
to the principal amount of the notes being redeemed plus a make-whole
amount.  We have entered into cross-currency swaps that have the effect of
converting the dollar-denominated principal and interest into yen-
denominated obligations (see Note 5).

     We have an unsecured reducing, revolving credit agreement that provides
for bank borrowings through July 2001 in either U.S. dollars or Japanese
yen.  The current borrowing limit is $125 million.  The debt is currently
payable in Japanese yen.  At March 31, 2001, 11.4 billion yen ($91 million)
was outstanding at a fixed interest rate and 1.6 billion yen ($13 million)
was outstanding at a variable interest rate under this agreement.

     We also have an unsecured revolving credit agreement that provides for
bank borrowings through November 2002 in either U.S. dollars or Japanese
yen.  The current borrowing limit is $250 million.  The debt is currently
payable in Japanese yen.  At March 31, 2001, 7.8 billion yen ($63 million)
was outstanding at a fixed interest rate and 18.1 billion yen ($146 million)
was outstanding at a variable interest rate under this agreement.

     At March 31, 2001, we had outstanding interest rate swaps on 19.1
billion yen ($154 million) of our variable-interest-rate yen-denominated
borrowings (see Note 5).


5.  Financial Instruments

     We have only limited activity with derivative financial instruments.
We do not use them for trading purposes, nor do we engage in leveraged
derivative transactions.  Our risk management objectives are to minimize the
exposure of our shareholders' equity to foreign currency translation
fluctuations and also reduce our interest expense by converting the dollar-
denominated principal and interest into yen-denominated obligations.  We
currently use two types of derivatives: interest rate swaps and cross-
currency swaps.

Derivative Hedging Instruments

     We have cross-currency swaps outstanding related to our $450 million
senior notes (see Note 4).  These cross-currency swaps have the effect of
converting the dollar-denominated principal and interest into yen-
denominated obligations.  Our interest expense is reduced from 6.50% to
1.67%.  The notional amount and terms of the swaps match the principal
amount and terms of the senior notes.  The cross-currency swaps have been
designated as a hedge of the foreign currency exposure of our net investment
in AFLAC Japan.

     The fair value of the cross-currency swaps includes three components:
the effect of changes in foreign currency exchange rates, the accrued
interest at the valuation date, and the effect of changes in interest rates.

     The currency portion of our cross-currency swaps is included at fair
value in other assets at $2 million as of March 31, 2001, and in other
liabilities at $34 million at December 31, 2000.  The related $36 million
increase in fair value during the three months ended March 31, 2001

                                    11
<PAGE>
(a $19 million increase during the three months ended March 31, 2000) is
reflected in accumulated other comprehensive income - unrealized foreign
currency translation gains (losses).

     The ineffective portion of the hedge instrument is the fair value of
the interest components of the cross-currency swaps.  At March 31, 2001, the
accrued interest receivable was $10 million.  The balance was $4 million at
December 31, 2000.  The change in the accrued interest receivable is
included in interest expense.  The increase in fair value related to changes
in interest rates ($3 million) is reflected in other assets and other
income.

     The fair value of the interest components, not related to accrued
interest, was not reflected in the financial statements prior to January 1,
2001.

     At March 31, 2001, we had outstanding interest rate swaps on 19.1
billion yen ($154 million) of our variable-interest-rate yen-denominated
borrowings (Note 4).  These swaps reduce the impact of changes in interest
rates on our borrowing costs and effectively change our interest rate from
variable to fixed.  The interest rate swaps have notional principal amounts
that equal the anticipated unpaid principal amounts on a portion of these
loans.  After the effect of these swap agreements, we make fixed-rate
payments at 2.29% on one loan and 1.24% on another loan and receive
floating-rate payments (.13% at March 31, 2001, plus loan costs of 25 and 20
basis points, respectively) based on three-month Japanese yen LIBOR.  The
terms of these swap agreements expire in July 2001 and November 2002.  For
additional information on the credit agreements, see Note 4.

     Our risk management objective is to fix the net interest cash outflows
on a portion of our debt obligations.  We have designated these interest
rate swaps as a cash flow hedge of our exposure to the variability in future
cash flows attributable to the variable interest payments due.  These
interest rate swaps are included in other liabilities at a fair value of $1
million at March 31, 2001, and the change in such fair value during the
three months ended March 31, 2001 is reflected in accumulated other
comprehensive income.  The fair value of the interest rate swaps was not
reflected in the financial statements prior to January 1, 2001.  For
additional information on the adoption of SFAS No. 133 and our accounting
for derivatives, see Note 2.

Nonderivative Hedging Instruments

     The following yen-denominated debt instruments (see Note 4) have been
designated as hedges of the foreign currency exposure of our net investment
in AFLAC Japan - the 1.55% Samurai notes due October 2005, principal amount
30.0 billion yen; the reducing, revolving credit agreement due July 2001,
currently payable in Japanese yen, principal amount 12.9 billion yen; and
the unsecured, revolving credit agreement due November 2002, currently
payable in Japanese yen, principal amount 25.8 billion yen.

Other Nonderivatives

     We lend fixed-maturity securities to financial institutions in short-
term security lending transactions.  These securities continue to be carried
as investment assets on our balance sheet during the term of the loans and
are not recorded as sales.  We receive cash or other securities as

                                    12
<PAGE>
collateral for such loans.  These short-term security lending arrangements
increase investment income with minimal risk.  At March 31, 2001, and
December 31, 2000, we had security loans outstanding in the amounts of $243
million and $123 million at fair value, respectively.  At March 31, 2001,
and December 31, 2000, we held cash in the amount of $248 million and $127
million, respectively, as collateral for loaned securities.

     For loans involving unrestricted cash collateral, the collateral is
recorded as an asset with a corresponding liability for the return of the
collateral.  For loans collateralized by securities, the collateral is not
recorded as an asset or liability.

     Our security lending policy requires that the fair value of the
securities received as collateral and cash received as collateral be 102%
and 100% or more, respectively, of the fair value of the loaned securities
as of the date the securities are loaned and not less than 100% thereafter.


6.  Investment Securities

Realized Investment Gains and Losses

     In March 2001, we recognized a pretax impairment loss of $42 million in
realized investment gains and losses on the corporate debt securities of a
U.S. issuer, which experienced a significant credit rating downgrade during
the first quarter of 2001.  These debt securities are carried in the
available-for-sale category.

     We also executed several bond sales and purchase transactions during
the first quarter in an effort to increase investment income and extend
investment maturities.  The sales of these debt securities resulted in
pretax realized investment gains of $21 million.

     Also, in the first quarter of 2001, we realized a pretax investment
gain of $18 million related to the sale of a portion of our U.S. equity
securities portfolio in connection with a change in outside investment
managers.

Unrealized Investment Gains and Losses

     The unrealized gains and losses on debt securities, less amounts
applicable to policy liabilities and deferred income taxes, are reported in
accumulated other comprehensive income.  The portion of unrealized gains
credited to policy liabilities represents gains that would not inure to the
benefit of our shareholders if such gains were actually realized.













                                    13
<PAGE>
     The net effect on shareholders' equity of unrealized gains and losses
from investment securities at the following dates was:

    (In millions)                               March 31,     December 31,
                                                   2001           2000
                                              ------------    ------------
   Unrealized gains on securities
     available for sale                        $    3,188      $    1,541
   Unamortized unrealized gains on
     securities transferred to held
     to maturity                                      693           1,001
   Less:
     Policy liabilities                               643               -
     Deferred income taxes                          1,258           1,068
                                                ---------       ---------
   Shareholders' equity, net
    unrealized gains on
    investment securities                      $    1,980      $    1,474
                                                =========       =========


     As of March 31, 2001, new Japanese accounting principles and regulatory
requirements became effective, which impact investment classifications and
solvency margin calculations on a Japanese accounting basis.  As a result of
these new regulatory requirements, we re-evaluated AFLAC Japan's investment
portfolio and our holding period intent related to certain investment
securities.  In order to minimize future unfavorable solvency margin results
under the new Japanese accounting methods, debt securities with amortized
cost of $1.8 billion were reclassified from the held-to-maturity category to
the available-for-sale category as of March 31, 2001.  The related
unamortized unrealized gain, included in accumulated other comprehensive
income immediately prior to the transfer, was $327 million.

     We also reclassified debt securities with a fair value of $2.3 billion
from the available-for-sale category to the held-to-maturity category as of
March 31, 2001.  The related unrealized gain of $118 million is being
amortized from accumulated other comprehensive income to investment income
over the remaining term of the securities.  The related premium in the
carrying value of the debt securities that was created when the
reclassification occurred is also being amortized as an offsetting charge to
investment income.

















                                    14
<PAGE>
7.  Common Stock

     The following is a reconciliation of the number of shares of our common
stock for the three months ended March 31:

                                                   2001            2000
 (In thousands of shares)                      ----------      ----------

Common stock - issued:
  Balance at beginning of year                    644,813         640,698
  Exercise of stock options                           792           2,292
                                                 --------        --------
  Balance at end of period                        645,605         642,990
                                                 --------        --------
Treasury stock:
  Balance at beginning of year                    115,603         109,216
  Purchases of treasury stock:
    Open market                                     5,387           4,087
    Other                                             165              95
  Shares issued to AFL Stock Plan                    (460)           (458)
  Exercise of stock options                          (332)           (316)
                                                 --------        --------
  Balance at end of period                        120,363         112,624
                                                 --------        --------
Shares outstanding at end of period               525,242         530,366
                                                 ========        ========


     On February 13, 2001, the board of directors declared a two-for-one
stock split, consisting of 323 million shares, payable to shareholders of
record at the close of business on February 27, 2001.  The stock split was
distributed on March 16, 2001.  Share and per-share amounts have been
retroactively adjusted to reflect this split.


8.  Litigation

     We are a defendant in various litigation considered to be in the normal
course of business.  Some of this litigation is pending in Alabama, where
large punitive damages bearing little relation to the actual damages
sustained by plaintiffs have been awarded against other companies, including
insurers, in recent years. Although the final results of any litigation
cannot be predicted with certainty, we believe the outcome of pending
litigation will not have a material adverse effect on our financial
position, results of operations, or cash flows.













                                    15
<PAGE>

                     REVIEW BY INDEPENDENT AUDITORS


     The March 31, 2001, and 2000, financial statements included in this
filing have been reviewed by KPMG LLP, independent auditors, in accordance
with established professional standards and procedures for such a review.

     The report of KPMG LLP commenting upon their review is included on
page 17.
















































                                    16
<PAGE>

KPMG LLP
Certified Public Accountants
303 Peachtree Street, N.E.                       Telephone: (404) 222-3000
Suite 2000                                       Telefax:   (404) 222-3050
Atlanta, GA 30308



                   INDEPENDENT AUDITORS' REVIEW REPORT


The shareholders and board of directors AFLAC Incorporated:

We have reviewed the consolidated balance sheet of AFLAC Incorporated and
subsidiaries as of March 31, 2001, and the related consolidated statements
of earnings, shareholders' equity, cash flows and comprehensive income for
the three-month periods ended March 31, 2001, and 2000.  These consolidated
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States of America, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above
for them to be in conformity with accounting principles generally accepted
in the United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the accompanying consolidated
balance sheet of AFLAC Incorporated and subsidiaries as of December 31,
2000, and the related consolidated statements of earnings, shareholders'
equity, cash flows and comprehensive income for the year then ended (not
presented herein); and in our report dated January 26, 2001, we expressed an
unqualified opinion on those financial statements.




                                                  KPMG LLP



Atlanta, GA
April 24, 2001






                                    17
<PAGE>
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

     AFLAC Incorporated is the parent company of American Family Life
Assurance Company of Columbus, AFLAC.  Our principal business is
supplemental health and life insurance, which is marketed and administered
through AFLAC.  Most of AFLAC's policies are individually underwritten and
marketed at worksites through independent agents, with premiums paid by the
employee.  Our operations in Japan (AFLAC Japan) and the United States
(AFLAC U.S.) service the two markets for our insurance business.

     On February 13, 2001, the board of directors declared a two-for-one
stock split, effectively increasing the numbers of issued and outstanding
shares by 100%.  All share and per-share amounts have been restated for the
split.

RESULTS OF OPERATIONS

     The following table sets forth the results of operations by business
segment for the periods shown.

             SUMMARY OF OPERATING RESULTS BY BUSINESS SEGMENT
                 (In millions, except for per-share amounts)

                                          Three Months Ended March 31,
                                     --------------------------------------
                                     Percentage Change     2001      2000
                                     -----------------   ------------------
Operating earnings:
  AFLAC Japan. . . . . . . . . . . .           8.1%       $  204    $  188
  AFLAC U.S. . . . . . . . . . . . .          16.7            81        70
                                                           -----     -----
    Total business segments. . . . .          10.5           285       258
  Interest expense,
    noninsurance operations. . . . .          (4.8)           (4)       (4)
  Corporate and eliminations . . . .           2.5            (8)       (8)
                                                           -----     -----
    Pretax operating earnings. . . .          11.0           273       246
  Income taxes . . . . . . . . . . .          10.4            96        87
                                                           -----     -----
    Operating earnings . . . . . . .          11.4           177       159
Nonoperating items:

  Derivative gains (losses), net
    of tax                                                     3         -
  Realized investment gains
    (losses), net of tax . . . . . .                          (2)       (3)
                                                           -----     -----
    Net earnings . . . . . . . . . .          14.0        $  178    $  156
                                                           =====     =====
Operating earnings per basic share .          10.0        $  .33    $  .30
Operating earnings per diluted share          13.8           .33       .29
                                                           =====     =====
Net earnings per basic share . . . .          17.2        $  .34    $  .29
Net earnings per diluted share . . .          13.8           .33       .29
                                                           =====     =====
============================================================================
                                    18
<PAGE>
     The following discussion of earnings comparisons focuses on operating
earnings and excludes realized investment and derivative gains/losses.
Operating earnings per share amounts referenced in the following discussion
are based on the diluted number of average outstanding shares and
retroactively reflect the two-for-one stock split distributed March 16,
2001.  For the first quarter of 2001, the weakening yen, or strengthening
dollar, will mask our true operating performance.  Our business, in
functional currency terms, continues to be strong, and we believe it is more
appropriate to measure our performance excluding the effect of the yen in
order to understand the basic operating results of the business.


FOREIGN CURRENCY TRANSLATION

     Due to the relative size of AFLAC Japan, fluctuations in the yen/dollar
exchange rate can have a significant effect on our reported results.  In
years when the yen weakens, translating yen into dollars causes fewer
dollars to be reported.  When the yen strengthens, translating yen into
dollars causes more dollars to be reported.

     The following table illustrates the effect of foreign currency
translation by comparing our reported operating results with those that
would have been reported had foreign currency rates remained unchanged from
the comparable period in the prior year.

                   AFLAC Incorporated and Subsidiaries
          Foreign Currency Translation Effect on Operating Results
                    Three Months Ended March 31, 2001

                                           Including           Excluding
                                           Currency            Currency
Percentage changes over previous year      Changes             Changes*
- -------------------------------------    -----------         -----------
Premium income                                 .5%                8.6%
Net investment income                         1.5                 7.4
Operating revenues                             .8                 8.5
Total benefits and expenses                   (.4)                7.7
Operating earnings                           11.4                16.1
Operating earnings per diluted share         13.8                17.2
- ----------------------------------------------------------------------------
*Amounts excluding foreign currency changes were determined using the
 same yen/dollar exchange rate for the current period as the comparable
 period in the prior year.
============================================================================


     The yen weakened in relation to the dollar during 2000 and the first
quarter of 2001 after a period of strengthening beginning in 1998.  The
average yen-to-dollar exchange rates were 118.14 and 107.13 for the three
months ended March 31, 2001 and 2000, respectively.  The weakening of the
yen in 2001 decreased operating earnings by approximately $.01 per share for
the three months ended March 31, 2001.  Operating earnings per share
increased 13.8% to $.33 for the three-month period ended March 31, 2001,
compared with the same period in 2000.  Operating earnings per share,
excluding the effect of foreign currency translation, increased 17.2%, to
$.34 for the quarter ended March 31, 2001 compared with the same period in
2000.

                                    19
<PAGE>
     Our primary financial objective is the growth of operating earnings per
share excluding the effect of foreign currency fluctuations.  Our objective
for 2001 and 2002 is to increase operating earnings per share by 15% to 17%
excluding the impact of currency translation.

     We expect to achieve the high end of our objective for 2001.  If we
achieve a 17% increase, the following table shows the likely results for
operating earnings per share in 2001 using various yen-to-dollar exchange
rate scenarios.

                          2001 Operating EPS Scenarios
                          ----------------------------
        Annual
      Average Yen      Annual Operating      % Growth        Yen Impact
     Exchange Rate       Diluted EPS         Over 2000         on EPS
     -------------     ----------------      ---------       ----------
        100.00             $ 1.45               20.8%          $  .05
        105.00               1.42               18.3              .02
        107.83*              1.40               16.7                -
        110.00               1.39               15.8             (.01)
        115.00               1.36               13.3             (.04)
        120.00               1.33               10.8             (.07)
        125.00               1.30                8.3             (.10)
        130.00               1.28                6.7             (.12)

     *Actual 2000 average exchange rate.


     We believe we will achieve the high end of our earnings objective for
the year.  If we reach that target and the yen averages 120 to 125 to the
dollar for the remainder of the year, we would expect operating earnings for
the full year to be in the range of $1.33 to $1.30 per share.


SHARE REPURCHASE PROGRAM

     During the first quarter, we purchased approximately 5 million shares
of our stock.  As of March 31, 2001, we had approximately 11 million shares
available for repurchase under the share repurchase program authorized by
the board of directors.


INCOME TAXES

     Our combined U.S. and Japanese effective income tax rates on operating
earnings for the three months ended March 31, 2001 and 2000 were 35.2% and
35.4%, respectively.


INSURANCE OPERATIONS, AFLAC JAPAN

     AFLAC Japan, a branch of AFLAC and the principal contributor to our
earnings, ranks number one in terms of premium income and profits among all
foreign life and non-life insurance companies operating in Japan. Among all
life insurance companies operating in Japan, AFLAC Japan ranked second in
terms of individual policies in force and 12th in terms of assets according
to Financial Services Agency (FSA) data as of September 30, 2000.

                                    20
<PAGE>
     The following table presents a summary of AFLAC Japan's operating
results.

                                AFLAC JAPAN
                        SUMMARY OF OPERATING RESULTS
                        THREE MONTHS ENDED MARCH 31,

(In millions)                                     2001             2000
                                               ---------------------------
Premium income. . . . . . . . . . . . .        $  1,591          $  1,646
Investment income . . . . . . . . . . .             305               306
Other income. . . . . . . . . . . . . .              (1)                -
                                               --------          --------
  Total revenues. . . . . . . . . . . .           1,895             1,952
                                               --------          --------
Benefits and claims . . . . . . . . . .           1,334             1,385
Operating expenses. . . . . . . . . . .             357               379
                                               --------          --------
  Total benefits and expenses . . . . .           1,691             1,764
                                               --------          --------

    Pretax operating earnings . . . . .        $    204          $    188
                                               ========          ========
- ----------------------------------------------------------------------------
Percentage changes in dollars
 over previous period:
  Premium income. . . . . . . . . . . .            (3.4)%            17.7%
  Investment income . . . . . . . . . .             (.4)             17.1
  Total revenues. . . . . . . . . . . .            (2.9)             17.6
  Pretax operating earnings . . . . . .             8.1              19.1

- ----------------------------------------------------------------------------
Percentage changes in yen
 over previous period:
  Premium income. . . . . . . . . . . .             6.6%              8.2%
  Investment income . . . . . . . . . .             9.9               7.4
  Total revenues. . . . . . . . . . . .             7.0               8.0
  Pretax operating earnings . . . . . .            19.3               9.1

- ----------------------------------------------------------------------------
Ratios to total revenues:
  Benefits and claims . . . . . . . . .            70.4%             70.9%
  Operating expenses. . . . . . . . . .            18.9              19.5
  Pretax operating earnings . . . . . .            10.7               9.6

============================================================================

     The average yen/dollar exchange rate used to translate AFLAC Japan's
income statement was 118.14, compared with an average rate of 107.13 in the
first quarter of 2000.  This 9.3% weakening of the average exchange rate for
the quarter held down rates of growth for AFLAC Japan in dollar terms and
inflated rates of growth in yen terms.

     Despite a difficult economic environment, AFLAC Japan performed very
well in the first quarter.  Premium income in yen rose 6.6%.  Because
approximately 25% of AFLAC Japan's investment income is dollar denominated,
increases as reported in yen for total revenues, net investment income and
pretax operating earnings were magnified.
                                    21
<PAGE>

     The following table illustrates the effect of foreign currency
translation on AFLAC Japan by comparing certain operating results with those
that would have been reported had foreign exchange rates remained unchanged
from the comparable period in the previous year:

                                               Including       Excluding
                                               Currency        Currency
                                               Changes         Changes*
                                              -----------     -----------
Percentage changes in yen over previous year
  Net investment income                           9.9%            7.2%
  Total revenues                                  7.0             6.6
  Pretax operating earnings                      19.3            15.3
- ----------------------------------------------------------------------------
*Amounts excluding foreign currency changes on dollar-denominated investment
 income were determined using the same yen/dollar exchange rate for the
 current period as the comparable period in the prior year.
============================================================================


     The operating expense ratio decline is due to the decrease in the
commission expense ratio resulting from a shift to newer products which have
lower commissions and the implementation of our alternative commission
structure which pays higher first year commissions but lower renewal
commissions for a limited time period.  Partially offsetting the decrease in
commission expenses, amortization of deferred acquisition costs increased
during the quarter due to a slight decline in persistency in Japan.   The
benefit ratio has decreased slightly as the mix of business continues to
shift to newer products, which have lower loss ratios than the earlier
versions of our cancer life products.


JAPANESE ECONOMY

     For the last several years, Japan has been working to overcome its
depressed economy.  The financial strength of many Japanese businesses
continued to deteriorate with some experiencing bankruptcy or requesting
financial protection or assistance.  As we have indicated in the past,
Japan's weak economy has created a challenging environment for AFLAC Japan,
as yields available for new yen-denominated investments remain at
historically low levels and consumer confidence continues to lag.  The time
required for the Japanese economy to fully recover remains uncertain.


AFLAC JAPAN SALES

     AFLAC Japan's new annualized premium sales in the first quarter rose
3.6% to 23.1 billion yen, or $194 million.  The cancer products and related
riders continued to lead our production.  The cancer life product accounted
for 27.6% of total sales.  Rider MAX, the popular rider to our cancer life
coverage, represented approximately 27.3% of total sales.  Ordinary life and
annuities, which showed solid gains, represented 28.8% of sales during the
quarter.

     In addition to strong sales growth, we also continued to grow our
distribution system in Japan.  At the end of the first quarter, AFLAC Japan

                                    22
<PAGE>
was represented by more than 45,000 licensed sales associates at 9,100
corporate and individual agencies.  We believe that additional agencies will
continue to be attracted to AFLAC Japan's high commissions, superior
products, customer service and brand image.

     We continued to invest in marketing to improve sales.  An improved
incentive pay system for AFLAC Japan's employed sales managers was
introduced in 2000 to provide better rewards for sales performance.  We
introduced a new optional commission contract in July 2000 that was
structured to attract new agents.  The new contract pays a higher first-year
commission and limits renewal commissions to nine years.  Our original
contract pays renewal commissions for the life of the policy.

     We also increased expenditures for expanded sales promotion efforts in
Japan and will continue to do so throughout 2001 and we will continue to
aggressively promote our brand and products through advertising.  We plan on
improving the products we offer and introducing new ones.  We will invest in
new technologies, including our laptop sales aid, to maintain our cost and
service advantages.

     We also continued to refine our product line.  In mid-2000, we began
selling new, lower-premium cancer life and care products to meet the needs
of cost-sensitive buyers.  At the end of 2000, we introduced 21st Century
Cancer Life.  This new cancer life product offers a variety of coverage
choices and low monthly premiums to our customers.  As a result, employers
will be able to customize an AFLAC cancer life policy that best suits the
needs of their workers.

     In the third quarter of 2000, AFLAC Japan and Dai-ichi Mutual Life
Insurance Company (Dai-ichi Life) agreed to a major marketing alliance that
anticipates the sale of each company's products through their respective
distribution systems.  The initial focus will be the sale of AFLAC Japan's
cancer life and Rider MAX products through Dai-ichi Life's sales force of
50,000 people.  Dai-ichi Life began its initial sales of AFLAC products at
the end of March with sales of approximately 7,800 policies to its
employees.  We expect to see increased sales contributions as this alliance
matures.


AFLAC JAPAN INVESTMENTS

     Reflecting the continued weakness in Japan's economy, rates of return
on yen-denominated debt securities remained low in the first quarter.  For
instance, the yield of a composite index of 20-year Japanese government
bonds averaged 1.84% during the first three months of the year, compared
with 2.37% in the fourth quarter of 2000.  However, we purchased yen-
denominated securities at an average yield of 3.47% in the quarter by
focusing on selected sectors of the fixed-maturity market.  Including
dollar-denominated investments, our blended new money yield was 3.74% for
the quarter.

     At the end of the first quarter, the yield on AFLAC Japan's fixed-
maturity portfolio was 5.00%, compared with 5.14% a year ago.  The return on
average invested assets, net of investment expenses, was 4.79% for the three
months ended March 31, 2001, compared with 4.88% a year ago.



                                    23
<PAGE>
INSURANCE DEREGULATION IN JAPAN

     Trade talks in 1994 and 1996 between the governments of the United
States and Japan, and Japan's 1996 plan for a financial "Big Bang," produced
a framework for the deregulation of the Japanese insurance industry.  These
measures called for the gradual liberalization of the industry through the
year 2001 and included provisions to avoid "radical change" in the third
sector of the insurance industry.  AFLAC and other foreign-owned insurers,
as well as many small to medium-sized Japanese insurers, operate primarily
in the third sector.

     As of January 1, 2001, additional insurance companies were permitted to
sell the type of third-sector products that AFLAC Japan currently offers.
We anticipate that by July 1, 2001, all insurance companies will be
permitted to compete in the third sector.  We recognize that we will face
increased competition in the future, however, we continue to believe we will
be a very strong competitor because our low-cost structure allows us to
provide competitive benefits and services to policyholders and above-average
compensation to our sales force.







































                                    24
<PAGE>
INSURANCE OPERATIONS, AFLAC U.S.

     The following table presents a summary of AFLAC U.S. operating results.

                                 AFLAC U.S.
                        SUMMARY OF OPERATING RESULTS
                        THREE MONTHS ENDED MARCH 31,

(In millions)                                      2001              2000
                                                --------------------------
Premium income. . . . . . . . . . . . .          $  439            $  374
Investment income . . . . . . . . . . .              73                67
Other income. . . . . . . . . . . . . .               1                 1
                                                  -----             -----
  Total revenues. . . . . . . . . . . .             513               442
                                                  -----             -----
Benefits and claims . . . . . . . . . .             272               235
Operating expenses. . . . . . . . . . .             160               137
                                                  -----             -----
  Total benefits and expenses . . . . .             432               372
                                                  -----             -----
    Pretax operating earnings . . . . .          $   81            $   70
                                                  =====             =====
- ----------------------------------------------------------------------------
Percentage changes
 over previous period:
  Premium income. . . . . . . . . . . .            17.4%             13.4%
  Investment income . . . . . . . . . .             9.1              15.2
  Total revenues. . . . . . . . . . . .            16.2              13.7
  Pretax operating earnings . . . . . .            16.7              11.4

- ----------------------------------------------------------------------------
Ratios to total revenues:
  Benefits and claims . . . . . . . . .            53.0%             53.3%
  Operating expenses. . . . . . . . . .            31.1              30.9
  Pretax operating earnings . . . . . .            15.9              15.8

============================================================================

AFLAC U.S. SALES

    New annualized premium sales rose 34.5% in the first quarter to $202
million, marking the second best quarter in AFLAC's history.
Accident/disability insurance again led our sales for the quarter,
accounting for more than 53% of total sales.  Cancer expense insurance also
produced strong results, accounting for nearly 22% of total sales.  AFLAC's
indemnity dental product continued to sell extremely well, accounting for
more than 7% of sales for the first three months of the year.  Introduced in
July 2000, the dental product is the most successful product introduction in
our history.

     AFLAC U.S. continues to rapidly expand its sales force.  During the
first quarter, the average number of associates producing business on a
monthly basis increased 25.8%, compared with the three months ended March
31, 2000, to more than 12,500 agents.  We believe the expansion of our
distribution system has benefited from our current advertising campaign,
which has dramatically increased awareness of AFLAC and its products.

                                    25
<PAGE>
AFLAC U.S. INVESTMENTS

     During the first three months of 2001, available cash flow was invested
at an average yield-to-maturity of 7.87% compared with 8.11% during the
first three months of 2000.  The overall return on average invested assets,
net of investment expenses, was 7.71% for the first three months of 2001
compared with 7.60% for the first three months of 2000.


AFLAC U.S. OTHER

     Management expects the operating expense ratio, excluding discretionary
advertising expenses, to remain relatively level in the future. By improving
administrative systems and controlling other costs, we have been able to
redirect funds to our advertising programs without significantly affecting
the operating expense ratio.

     The aggregate benefit ratio has been relatively stable.  The mix of
business has shifted toward accident/disability policies, which have lower
benefit ratios than other products.  We expect future benefit ratios for
some of our supplemental products to increase slightly due to our ongoing
efforts to improve policy persistency and enhance policyholder benefits.
Management expects the pretax operating profit margin to be approximately
16% for the full year.


FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENTS

     We adopted Statement of Financial Accounting Standard No. 133 effective
January 1, 2001 and recognized $3 million of gains in earnings for the
quarter ended March 31, 2001 from the change in the fair value of the
interest component of our cross-currency swaps.  This new accounting
standard will increase volatility in reported net earnings in the future.
For additional information, see Notes 2 and 5 of the Notes to the
Consolidated Financial Statements.


ANALYSIS OF FINANCIAL CONDITION

     Since December 31, 2000, our financial condition has remained strong in
the functional currencies of our operations.  The investment portfolios of
AFLAC Japan and AFLAC U.S. have continued to grow with 99.5% classified as
investment-grade securities.

     The yen/dollar exchange rate at the end of each period is used to
translate yen-denominated balance sheet items to U.S. dollars for reporting
purposes.  The exchange rate at March 31, 2001, was 123.90 yen to one U.S.
dollar, or 7.4% weaker than the December 31, 2000 exchange rate of 114.75.
The weaker yen decreased reported investments and cash by $2.1 billion,
total assets by $2.4 billion, and total liabilities by $2.3 billion,
compared with the amounts that would have been reported for 2001 if the
exchange rate had remained unchanged from year-end 2000.






                                    26
<PAGE>
INVESTMENTS AND CASH

     The continued growth in investments and cash reflects the substantial
cash flows in the functional currencies of our operations.  Net unrealized
gains of $3.5 billion on investment securities at March 31, 2001, consisted
of $3.8 billion in gross unrealized gains and $301 million in gross
unrealized losses.

     AFLAC invests primarily within the Japanese, U.S. and Euroyen debt
securities markets.  We are exposed to credit risk in our investment
activity.  Credit risk is a consequence of extending credit and/or carrying
investment positions.  We require that all securities have an initial rating
of Class 1 or 2 as determined by the Securities Valuation Office of the
National Association of Insurance Commissioners (NAIC).  We use specific
criteria to judge the credit quality and liquidity of our investments and
use a variety of credit rating services to monitor these criteria.  Applying
those various credit ratings to a standardized rating system based on the
categories of a nationally recognized rating service, the percentages of our
debt securities, at amortized cost, were as follows:

                                March 31,        December 31,
                                  2001               2000
                              ------------       ------------
              AAA                  3.7%              25.0%
              AA                  43.0               22.4
              A                   37.0               36.8
              BBB                 15.8               15.1
              BB                    .5                 .7
                                 -----              -----
                                 100.0%             100.0%
                                 =====              =====

     The decrease in AAA-rated debt securities during the first quarter is
primarily due to a credit rating change on Japanese government bonds.

     In March 2001, we recognized a pretax impairment loss of $42 million in
realized investment gains and losses on the corporate debt securities of a
U.S. issuer, which experienced a significant credit rating downgrade during
the first quarter of 2001.  These debt securities are carried in the
available-for-sale category.

     We also executed several bond sales and purchase transactions during
the first quarter in an effort to increase investment income and extend
investment maturities.  The sales of these debt securities resulted in
pretax realized investment gains of $21 million.

     Also, in the first quarter of 2001, we realized a pretax investment
gain of $18 million related to the sale of a portion of our U.S. equity
securities portfolio in connection with a change in outside investment
managers.

     As of March 31, 2001, new Japanese accounting principles and regulatory
requirements became effective, which impact investment classifications and
solvency margin calculations on a Japanese accounting basis.  As a result of
these new regulatory requirements, we re-evaluated AFLAC Japan's investment
portfolio and our holding period intent related to certain investment
securities.  In order to minimize future unfavorable solvency margin results

                                    27
<PAGE>
under the new Japanese accounting methods, debt securities with amortized
cost of $1.8 billion were reclassified from the held-to-maturity category to
the available-for-sale category as of March 31, 2001.  The related
unamortized unrealized gain, included in accumulated other comprehensive
income immediately prior to the transfer, was $327 million.

     We also reclassified debt securities with a fair value of $2.3 billion
from the available-for-sale category to the held-to-maturity category as of
March 31, 2001.  The related unrealized gain of $118 million is being
amortized from accumulated other comprehensive income to investment income
over the remaining term of the securities.  See Note 6 of the Notes to the
Consolidated Financial Statements.

     Private placement investments, at amortized cost, accounted for 52.6%
and 51.5% of our total debt securities as of March 31, 2001 and December 31,
2000, respectively.  Of the total private placements, reverse-dual currency
debt securities (principal payments in yen, interest payments in dollars)
accounted for 30.1% and 31.5% of total private placement investments as of
March 31, 2001 and December 31, 2000, respectively.  AFLAC Japan has
invested in the private placement market to secure higher yields than those
available from Japanese government bonds.  At the same time, we have adhered
to prudent standards for credit quality.  Most of AFLAC's private placements
are issued under medium-term note programs and have standard covenants
commensurate with credit rankings, except when internal credit analysis
indicates that additional protective and/or event-risk covenants are
required.
































                                    28
<PAGE>
     The following table presents an analysis of investment securities:

                              AFLAC Japan                 AFLAC U.S.
                      -------------------------   -------------------------
                        March 31,   December 31,    March 31,   December 31,
(In millions)             2001         2000           2001         2000
                      -------------------------   -------------------------
Securities available
 for sale, at fair
 value:
  Fixed maturities      $18,110      $18,616        $ 3,586*     $ 3,556*
  Perpetual debentures    2,580        1,877            177          169
  Equity securities          74           68            102          168
                         ------       ------         ------       ------
   Total available
     for sale            20,764       20,561          3,865        3,893
                         ------       ------         ------       ------
Securities held to
 maturity, at
 amortized cost:
  Fixed maturities        3,915        3,645              -            -
  Perpetual debentures    3,131        3,442              -            -
                         ------       ------         ------       ------
    Total held to
      maturity            7,046        7,087              -            -
                         ------       ------         ------       ------
      Total investment
       securities       $27,810      $27,648        $ 3,865      $ 3,893
                         ======       ======         ======       ======

*Includes securities held by the parent company of $92 at March 31,
 2001, and $262 at December 31, 2000

     Mortgage loans on real estate and other long-term investments remained
immaterial at both March 31, 2001 and December 31, 2000.  Cash, cash
equivalents and short-term investments totaled $1.1 billion, or 3.3% of
total investments and cash, as of March 31, 2001, compared with $610
million, or 1.9% of total investments and cash, at December 31, 2000.


POLICY LIABILITIES

     Policy liabilities decreased $602 million, or 2.1%, during the first
three months of 2001.  AFLAC Japan decreased $683 million, or 2.6% (5.1%
increase in yen), and AFLAC U.S. increased $81 million, or 3.2%.  The weaker
yen at March 31, 2001, compared with December 31, 2000, decreased reported
policy liabilities by $2.0 billion.  The decrease in policy liabilities was
partially offset by increases from new business, the aging of policies in
force, and the market value adjustment for securities available for sale
(see Note 6 of the Notes to the Consolidated Financial Statements).


DEBT

     The ratio of debt to total capitalization (debt plus shareholders'
equity, excluding the unrealized gains on investment securities) was 24.2%
and 25.1% as of March 31, 2001 and December 31, 2000, respectively.

                                    29
<PAGE>
     See Note 4 of the Notes to the Consolidated Financial Statements for
information on debt outstanding at March 31, 2001.


SECURITY LENDING

     AFLAC Japan uses short-term security lending arrangements to increase
investment income with minimal risk.  For further information regarding such
arrangements, see Note 5 of the Notes to the Consolidated Financial
Statements.


POLICYHOLDER GUARANTY FUNDS

     Under insurance guaranty fund laws in most U.S. states, insurance
companies doing business in those states can be assessed for policyholder
losses up to prescribed limits that are incurred by insolvent companies with
similar lines of business.  Such assessments have not been material to us in
the past.  We believe that future assessments relating to companies in the
United States currently involved in insolvency proceedings will not
materially impact the consolidated financial statements.

     In 1998, the Japanese government established the Life Insurance
Policyholders Protection Corporation.  Funding by the life insurance
industry, as determined by government legislation, is made over a 10-year
period.  We recognize charges for our estimated share of any assessment as
funding legislation is enacted.  We periodically review our estimated
liability for policyholder protection fund assessments based on updated
information and any adjustments are reflected in net earnings.

     Since October 2000, three Japanese life insurance companies have filed
for court protection under a special reorganization law for financial
institutions.  Japanese government officials have indicated that they do not
expect to impose any additional protection fund assessments for the
financial problems of these insurers.


SHAREHOLDERS' EQUITY

     Our insurance operations continue to provide the primary sources of
liquidity.  Capital needs are also supplemented by borrowed funds. The
principal sources of cash from insurance operations are premiums and
investment income.  The primary uses of cash for insurance operations are
policy claims, commissions, operating expenses, income taxes and payments to
AFLAC Incorporated for management fees and dividends.  Both the sources and
uses of cash are reasonably predictable.  Our investment objectives provide
for liquidity through the ownership of investment-grade debt securities.
AFLAC insurance policies generally are not interest-sensitive and therefore
are not subject to unexpected policyholder redemptions due to investment
yield changes. Also, the majority of our policies provide indemnity benefits
rather than reimbursement for actual medical costs and therefore generally
are not subject to the risks of medical-cost inflation.

     The achievement of continued long-term growth will require growth in
AFLAC's statutory capital and surplus.  We may secure additional statutory
capital through various sources, such as internally generated statutory
earnings or equity contributions by AFLAC Incorporated from funds generated

                                    30
<PAGE>
through debt or equity offerings.  We believe outside sources for additional
debt and equity capital, if needed, will continue to be available for
capital expenditures, business expansion and the funding of our share
repurchase program.

     AFLAC Incorporated capital resources are largely dependent upon the
ability of AFLAC to pay management fees and dividends.  The Georgia
insurance department imposes certain limitations and restrictions on
payments of dividends, management fees, loans and advances by AFLAC to AFLAC
Incorporated.  The Georgia insurance statutes require prior approval for
dividend distributions that exceed the greater of statutory earnings for the
previous year, or 10% of statutory capital and surplus as of the previous
year-end.  In addition, the Georgia insurance department must approve
service arrangements and other transactions within the affiliated group.
These regulatory limitations are not expected to affect the level of
management fees or dividends paid by AFLAC to AFLAC Incorporated.  A life
insurance company's statutory capital and surplus is determined according to
rules prescribed by the National Association of Insurance Commissioners
(NAIC), as modified by the insurance department in the insurance company's
state of domicile.  Statutory accounting rules are different from generally
accepted accounting principles and are intended to emphasize policyholder
protection and company solvency.

     The NAIC has recodified Statutory Accounting Principles (SAP) to
promote standardization throughout the industry.  These new accounting
principles were effective January 1, 2001, and are to be applied
prospectively.  Previously, prescribed or permitted SAP could vary among
states and among companies.  The transition adjustments to adopt the new
accounting principles increased AFLAC statutory capital and surplus by
approximately $130 million as of January 1, 2001.

     The NAIC uses a risk-based capital formula relating to insurance risk,
business risk, asset risk and interest rate risk to facilitate
identification by insurance regulators of inadequately capitalized insurance
companies based upon the types and mixtures of risks inherent in the
insurer's operations.  AFLAC's NAIC risk-based capital ratio remains high
and reflects a very strong capital and surplus position.  Also, there are
various ongoing regulatory initiatives by the NAIC relating to insurance
products, investments, revisions to the risk-based capital formula and other
actuarial and accounting matters.

     In addition to restrictions by U.S. insurance regulators, the Japanese
Financial Services Agency (FSA) may impose restrictions on transfers of
funds from AFLAC Japan.  Payments are made from AFLAC Japan to AFLAC
Incorporated for management fees and to AFLAC U.S. for allocated expenses
and remittances of earnings.  Total funds received from AFLAC Japan were
approximately $12 million for both the first three months of 2001 and 2000.
The FSA may not allow transfers of funds if the payment would cause AFLAC
Japan to lack sufficient financial strength for the protection of
policyholders.  The FSA maintains its own solvency standards, a version of
risk-based capital requirements.  AFLAC Japan's solvency margin
significantly exceeds regulatory minimums.  For additional information on
regulatory restrictions on dividends, profit transfers and other
remittances, see Note 9 of the Notes to the Consolidated Financial
Statements in our annual report to shareholders for the year ended December
31, 2000.


                                    31
<PAGE>
     For the Japanese reporting fiscal year ending March 31, 2002, AFLAC
Japan will be required to adopt a new Japanese statutory accounting standard
regarding fair value accounting for investments.  Previously, debt
securities were generally reported at amortized cost for FSA purposes.
Under the new accounting standard AFLAC Japan will be required to record
debt securities in four categories: at fair value in an available-for-sale
category, at amortized cost in a held-to-maturity category, at amortized
cost in a special category for policy-reserve-matching bonds, or at fair
value in a trading category.

     Under this new regulatory accounting standard, the unrealized gains and
losses on debt securities available for sale will be reported in FSA capital
and surplus and reflected in solvency margin calculations.  This new
accounting standard may result in significant fluctuations in FSA equity, in
the AFLAC Japan solvency margin and in amounts available for annual profit
repatriation.


OTHER

     On February 13, 2001, the board of directors approved an increase in
the quarterly cash dividend from $.043 to $.05 per share.  The increase is
effective with the second quarter dividend, which is payable on June 1,
2001, to shareholders of record at the close of business on May 17, 2001.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our financial instruments are exposed to primarily three types of
market risks.  These are interest rate, equity price, and foreign currency
exchange rate risk.


INTEREST RATE RISK

     Our primary interest rate exposure is a result of the effect of changes
in interest rates on the fair value of our investments in debt securities.
We use modified duration analysis, which provides a measure of price
percentage volatility, to estimate the amount of sensitivity to interest
rate changes in our debt securities.

     We attempt to match the duration of our assets with the duration of our
liabilities.  For AFLAC Japan, the duration of policy benefit liabilities is
longer than that of the related invested assets due to the unavailability of
acceptable long-duration yen-denominated securities.  Currently, when our
debt securities mature, the proceeds are reinvested at a yield below that of
the interest required for the accretion of policy benefit liabilities on
policies issued in earlier years.  However, the investment yield on new
investments exceeds interest requirements on policies issued in recent
years.  Since 1994, premium rates on new business have been increased
several times (the latest occurred in April 2001 for ordinary life and
annuity contracts) to help offset the lower investment yields available.

     At March 31, 2001, we had $3.5 billion of net unrealized gains on total
debt securities.  The hypothetical reduction in the fair value of our debt
securities resulting from a 100 basis point increase in market interest
rates is estimated to be $2.9 billion based on our portfolio as of

                                    32
<PAGE>
March 31, 2001.  The effect on yen-denominated debt securities is
approximately $2.5 billion and the effect on dollar-denominated debt
securities is approximately $424 million.

     We have outstanding interest rate swaps on 19.1 billion yen ($154
million) of our variable-interest-rate yen-denominated borrowings.  These
swaps reduce the impact of fluctuations in interest rates on borrowing costs
and effectively change our interest rates from variable to fixed.
Therefore, movements in market interest rates should have no material effect
on earnings.

     At March 31, 2001, we also had yen-denominated bank borrowings in the
amount of 19.6 billion yen ($158 million) with a blended variable interest
rate of .78%.  The effect on net earnings in the first quarter of 2001 due
to changes in market interest rates was immaterial.  For further information
on our notes payable, see Note 4 of the Notes to the Consolidated Financial
Statements.


EQUITY PRICE RISK

     Equity securities at March 31, 2001, totaled $176 million, or .5% of
total investments and cash on a consolidated basis.  We use beta analysis to
measure the sensitivity of our equity securities portfolio to fluctuations
in the broad market.  The beta of our equity securities portfolio is .88.
For example, if the overall stock market value changed by 10%, the value of
AFLAC's equity securities would be expected to change by approximately 8.8%,
or $15 million.


CURRENCY RISK

     Most of AFLAC Japan's investments and cash are yen-denominated.  When
yen-denominated financial instruments mature or are sold, the proceeds are
generally reinvested in yen-denominated securities and are held to fund yen-
denominated policy obligations.

     In addition to the yen-denominated financial instruments held by AFLAC
Japan, AFLAC Incorporated has yen-denominated notes payable that have been
designated as a hedge of our investment in AFLAC Japan.  The unrealized
foreign currency translation gains and losses related to these borrowings
are reported in accumulated other comprehensive income.

     AFLAC Incorporated entered into cross-currency swaps to convert the
dollar-denominated principal and interest into yen-denominated obligations
on its $450 million senior notes that were issued in 1999.  The cross-
currency swaps have a notional amount of $450 million (55.6 billion yen).
These swaps have also been designated as a hedge of our investment in AFLAC
Japan.  The unrealized foreign currency translation gains and losses related
to these swaps are reported in accumulated other comprehensive income.  For
information regarding new accounting requirements for derivative instruments
as of January 1, 2001, see Notes 2 and 5 of the Notes to the Consolidated
Financial Statements.





                                    33
<PAGE>
     We attempt to match yen-denominated assets to yen-denominated
liabilities on a consolidated basis in order to minimize the exposure of our
shareholders' equity to foreign currency translation fluctuations.  The
table below compares the U.S. dollar values of our yen-denominated assets
and liabilities at various exchange rates.

             Dollar Value of Yen-Denominated Assets and Liabilities
                           At Selected Exchange Rates
                               (March 31, 2001)

                                           108.90      123.90*     138.90
(In millions)                                Yen         Yen         Yen
- ----------------------------------------------------------------------------
Yen-denominated financial instruments:
  Assets:
   Securities available for sale:
     Fixed maturities                    $ 18,600    $ 16,348    $ 14,583
     Perpetual debentures                   2,733       2,402       2,142
     Equity securities                         85          75          67
   Securities held to maturity:
     Fixed maturities                       4,455       3,915       3,493
     Perpetual debentures                   3,563       3,131       2,793
   Cash and cash equivalents                1,030         905         807
   Cross-currency swaps                       (60)          2          50
   Other financial instruments                  3           4           3
                                          -------     -------     -------
       Sub-total                           30,409      26,782      23,938
                                          -------     -------     -------
  Liabilities:
   Notes payable                            1,081       1,005         945
                                          -------     -------     -------
       Sub-total                            1,081       1,005         945
                                          -------     -------     -------
Net yen-denominated financial
  instruments                              29,328      25,777      22,993
Other yen-denominated assets                3,776       3,319       2,960
Other yen-denominated liabilities         (31,874)    (28,014)    (24,989)
                                          -------     -------     -------
       Consolidated yen-denominated
       net assets subject to foreign
       currency fluctuation              $  1,230    $  1,082    $    964
                                          =======     =======     =======

 *Actual March 31, 2001 exchange rate

     For information regarding the effect of foreign currency translation on
operating earnings per share, see Foreign Currency Translation beginning on
page 19.


FORWARD-LOOKING INFORMATION

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" to encourage companies to provide prospective information, so long
as those informational statements are identified as forward-looking and are
accompanied by meaningful cautionary statements identifying important
factors that could cause actual results to differ materially from those

                                    34
<PAGE>
discussed.  We desire to take advantage of these provisions.  This report
contains cautionary statements identifying important factors that could
cause actual results to differ materially from those projected in this
discussion and analysis, and in any other statements made by company
officials in oral discussions with the financial community and contained in
documents filed with the Securities and Exchange Commission (SEC).  Forward-
looking statements are not based on historical information and relate to
future operations, strategies, financial results or other developments.  In
particular, statements containing words such as "expect," "anticipate,"
"believe," "goal," "objective" or similar words as well as specific
projections of future results, generally qualify as forward-looking.  AFLAC
undertakes no obligation to update such forward-looking statements.

     We caution readers that the following factors, in addition to other
factors mentioned from time to time in our reports filed with the SEC, could
cause actual results to differ materially: regulatory developments,
assessments for insurance company insolvencies, competitive conditions, new
products, ability to repatriate profits from Japan, general economic
conditions in the United States and Japan, changes in U.S. and/or Japanese
tax laws or accounting requirements, adequacy of reserves, credit and other
risks associated with AFLAC's investment activities, significant changes in
interest rates, and fluctuations in foreign currency exchange rates.




































                                    35
<PAGE>
                         PART II.  OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

     We are a defendant in various litigation considered to be in the normal
course of business.  Some of this litigation is pending in Alabama, where
large punitive damages bearing little relation to the actual damages
sustained by plaintiffs have been awarded against other companies, including
insurers, in recent years.  Although the final results of any litigation
cannot be predicted with certainty, we believe the outcome of pending
litigation will not have a material adverse effect on our financial
position, results of operations, or cash flows.













































                                    36
<PAGE>
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Annual Meeting of the Shareholders was held on May 7, 2001.
Matters submitted to the shareholders were:  (1) Election of 18 members to
the board of directors; (2) Ratification of the appointment of independent
auditors for 2001.  The proposals were approved by the shareholders.

     Following is a summary of each vote cast for, against or withheld, as
well as the number of abstention and broker non-votes, as to each such
matter, including a separate tabulation with respect to each nominee for
office.

                                            VOTES
- ----------------------------------------------------------------------------
                                               Absten-    With-     Broker
                             For     Against   tions      held     Non-Votes
- ----------------------------------------------------------------------------
(1) Election of 18
members to the board
of directors:
 Daniel P. Amos          461,821,433    N/A     N/A     4,638,104     None
 J. Shelby Amos, II      464,498,974    N/A     N/A     1,960,563     None
 Michael H. Armacost     460,993,547    N/A     N/A     5,465,990     None
 Kriss Cloninger, III    464,392,078    N/A     N/A     2,067,459     None
 M. Delmar Edwards, M.D. 460,741,333    N/A     N/A     5,718,203     None
 Joe Frank Harris        463,510,314    N/A     N/A     2,949,223     None
 Elizabeth J. Hudson     464,362,810    N/A     N/A     2,096,727     None
 Kenneth S. Janke, Sr.   464,558,375    N/A     N/A     1,901,161     None
 Charles B. Knapp        464,334,260    N/A     N/A     2,125,277     None
 Takatsugu Murai         464,674,241    N/A     N/A     1,785,296     None
 Yoshiki Otake           464,631,432    N/A     N/A     1,828,105     None
 E. Stephen Purdom       463,337,938    N/A     N/A     3,121,599     None
 Barbara K. Rimer        464,461,591    N/A     N/A     1,997,946     None
 Marvin R. Schuster      464,440,549    N/A     N/A     2,018,988     None
 Henry C. Schwob         463,460,853    N/A     N/A     2,998,684     None
 J. Kyle Spencer         464,259,068    N/A     N/A     2,200,469     None
 Glenn Vaughn, Jr.       464,215,948    N/A     N/A     2,243,589     None
 Robert L. Wright        464,422,492    N/A     N/A     2,037,044     None


                                                VOTES
                         ---------------------------------------------------
                                                   Absten-   With-  Broker
                             For        Against     tions    held  Non-Votes
- ----------------------------------------------------------------------------
(2) Ratification of
appointment of KPMG
LLP as independent
auditors                 462,883,902   2,513,903  1,061,731   N/A     None









                                    37
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

      3.2 - Bylaws of the Corporation, as amended
      4.0 - There are no long-term debt instruments in which the total
             amount of securities authorized exceeds 10% of the total
             assets of AFLAC Incorporated and its subsidiaries on a
             consolidated basis.  We agree to furnish a copy of any
             long-term debt instruments to the Securities and Exchange
             Commission upon request.
     12.0 - Statement regarding the computation of ratio of earnings to
             fixed charges


(b)  Reports on Form 8-K:

     We filed a Form 8-K on February 14, 2001, regarding the two-for-one
     stock split declared by the board of directors on February 13, 2001.

     Items other than those listed above are omitted because they are not
required or are not applicable.




































                                    38
<PAGE>
                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                AFLAC INCORPORATED


Date   May 9, 2001                              /s/ KRISS CLONINGER, III
     ------------------------                ---------------------------
                                                 KRISS CLONINGER,III
                                              President; Treasurer and
                                               Chief Financial Officer


Date   May 9, 2001                              /s/ NORMAN P. FOSTER
     ------------------------                ---------------------------
                                                 NORMAN P. FOSTER
                                              Executive Vice President,
                                                 Corporate Finance




































                                    39
<PAGE>
EXHIBITS FILED WITH CURRENT FORM 10-Q:

      3.2 - Bylaws of the Corporation, as amended

     12.0 - Statement regarding the computation of ratio of earnings to
            fixed charges




















































                                    40
35



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>bylawsexh3.txt
<DESCRIPTION>AMENDED BYLAWS
<TEXT>

<PAGE>























                                    EXHIBIT 3.2


































                                    EXH 3.2
<PAGE>
                                   BYLAWS
                                     OF
                         AMERICAN FAMILY CORPORATION

                                  ARTICLE I
                                   OFFICES

     SECTION 1.  REGISTERED OFFICE.  The registered office shall be in the
State of Georgia, County of Muscogee.

     SECTION 2.  OTHER OFFICES.  The Corporation may also have offices at
such other places both within and without the State of Georgia as the Board
of Directors may from time to time determine and the business of the
Corporation may require or make desirable.

                                   ARTICLE II
                              SHAREHOLDERS MEETINGS

     SECTION 1.  ANNUAL MEETINGS.  The annual meeting of the shareholders of
the Corporation shall be held at the principal office of the Corporation or
at such other place in the United States as may be determined by the Board of
Directors, on the fourth Monday in April of each calendar year (or on the
next succeeding business day if said fourth Monday in April is a legal
holiday in any year) or at such other time and date as shall be determined by
the Board of Directors, for the purpose of electing directors and transacting
such other business as may properly be brought before the meeting.

     SECTION 2.  SPECIAL MEETINGS.  Special meetings of the shareholders
shall be held at the principal office of the Corporation or at such other
place in the United States as may be designated in the notice of said
meetings, upon call of the Chairman of the Board of Directors or the Chief
Executive Officer and shall be called by the President or the Secretary when
so directed by the Board of Directors or at the request in writing of the
holders of shares representing all of the votes entitled to be cast by the
holders of all the issued and outstanding capital stock of the Corporation
entitled to vote thereat.  Any such request shall state the purpose for which
the meeting is to be called.

     SECTION 3.  NOTICE OF MEETINGS.  Written notice of every meeting of
shareholders, stating the place, date and hour of the meeting, shall be given
personally or by mail to each shareholder of record entitled to vote at such
meeting not less than 10 nor more than 60 days before the date of the
meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid
addressed to the shareholder at his address as it appears on the
Corporation's record of stockholders.  Attendance of a shareholder at a
meeting of shareholders shall constitute a waiver of objection to: (a) lack
of notice or defective notice of such meeting unless the shareholder at the
beginning of the meeting, objects to holding the meeting or transacting
business at the meeting, and (b) consideration of a particular matter at the
meeting which is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.  Notice need not be given to any shareholder who signs a waiver of
notice, in person or by proxy, either before or after the meeting.

     SECTION 4.  QUORUM.  The holders of shares representing a majority of
the votes entitled to be cast by the holders of all the issued and
outstanding stock of the Corporation entitled to vote thereat, present in
                                 EXH 3.2-1
<PAGE>

person or represented by proxy, shall constitute a quorum for the transaction
of business at all meetings of the shareholders except as otherwise provided
by statute, by the Articles of Incorporation, or by these Bylaws.  If a
quorum is not present or represented at any meeting of the shareholders, the
holders of shares representing a majority of the votes entitled to be cast by
those present in person or represented by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.  If after
the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.

     SECTION 5.  VOTING.  When a quorum is present at any meeting, the vote
of the holders of stock representing a majority of the voting power, as
defined in the Articles of Incorporation, present in person or represented by
proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of law or of the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of the question.  Each
shareholder shall at every meeting of the shareholders be entitled to vote,
as defined, in person or by proxy for each share of the capital stock having
voting power registered in his name on the books of the Corporation, but no
proxy shall be voted or acted upon after 11 months from its date, unless
otherwise provided in the proxy.

     SECTION 6.  CONSENT OF SHAREHOLDERS.  Any action required or permitted
to be taken at any meeting of the shareholders may be taken without a meeting
if all of the shareholders entitled to vote on the action consent thereto in
writing, setting forth the action so taken, and signing and delivering such
consent to the Secretary of the Corporation.  Such consent shall have the
same force and effect as a unanimous vote of shareholders.

     SECTION 7.  LIST OF SHAREHOLDERS.  The Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving their names
and addresses and the number, class and series, if any, of the shares held by
each.  The officer who has charge of the stock transfer books of the
Corporation shall prepare and make, before every meeting of shareholders or
any adjournment thereof, a complete list of the shareholders entitled to vote
at the meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number and class and series, if any, of shares
held by each.  The list shall be produced and kept open at the time and place
of the meeting and shall be subject to inspection by any shareholder during
the whole time of the meeting for the purposes thereof. The said list may be
the Corporation's regular record of shareholders if it is arranged in
alphabetical order or contains an alphabetical index and otherwise conforms
with the requirements specified by law.

                                ARTICLE III
                                 DIRECTORS

     SECTION 1.  POWERS. The property, affairs and business of the
Corporation shall be managed and directed by its Board of Directors, which
may exercise all powers of the Corporation and do all lawful acts and things

                                 EXH 3.2-2
<PAGE>
which are not by law, by the Articles of Incorporation or by these Bylaws
directed or required to be exercised or done by the shareholders.

SECTION 2.  NUMBER, ELECTION AND TERM.  The number of directors which shall
constitute the whole Board shall be not less than three (3) or more than
twenty-five (25).  The specific number of directors within such range shall
be fixed or changed from time to time by a majority of the Board of Directors
then in office.  A decrease in the number of directors shall not have the
effect of shortening the term of any incumbent director.  Except as otherwise
provided in these Bylaws, shareholders shall elect directors by a vote of not
less than a plurality of the votes present in person or represented by proxy
at the meeting. Each director elected shall hold office until his successor
is elected and qualified or until his earlier resignation, removal from
office or death.  Directors shall be natural persons between the ages of 21
and 75 years, inclusive, but need not be residents of the State of Georgia or
shareholders of the Corporation.

     SECTION 3.  RESIGNATION.  Any director who shall miss three or more
regular meetings of the Board of Directors within any twelve month period,
whether or not the meetings missed are consecutive, shall be deemed to have
automatically resigned as a director, provided that the automatic resignation
may be waived by resolution adopted by a majority vote of the remaining
directors with the written consent of the resigned director, in which event
said director shall remain on the Board.

     SECTION 4.  VACANCIES.  Vacancies, including vacancies resulting from
any increase in the number of directors, but not including vacancies
resulting from removal from office by the shareholders (except as provided in
Section 9 of this Article III), may be filled by the shareholders, by the
Board of Directors, or by the affirmative vote of a majority of the directors
remaining in office, though less than a quorum, or by a sole remaining
director, and a director so chosen shall hold office until the next annual
election and until his successor is duly elected and qualified unless sooner
displaced.  If there are no directors in office, then vacancies shall be
filled through election by the shareholders.

     SECTION 5.  MEETINGS AND NOTICE.  The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Georgia.  Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by resolution of the Board.  Special meetings of the Board may be
called by the Chairman of the Board or Chief Executive Officer or by any two
directors on one day's oral, telegraphic or written notice duly given or
served on each director personally, or three days' notice deposited, first
class postage prepaid, in the United Sates mail.  Such notice shall state a
reasonable time, date and place of meeting, but the purpose need not be
stated therein.  Notice need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting except when the
director states, at the beginning of the meeting (or promptly upon his
arrival), any such objection or objections to holding the meeting or the
transaction of business at the meeting and does not subsequently vote for or
assent to action taken at the meeting.

     SECTION 6.  QUORUM.  At all meetings of the Board a majority of
directors in office immediately before the meeting begins shall constitute a
quorum for the transaction of business, and the act of a majority of the

                                    EXH 3.2-3
<PAGE>
directors present at any meeting at which there is a quorum shall be the act
of the Board, except as may be otherwise specifically provided by law, by the
Articles of Incorporation, or by these Bylaws.  If a quorum shall not be
present at any meeting of the Board, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.

     SECTION 7.  CONSENT OF DIRECTORS.  Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, setting forth the
action so taken, and the writing or writings are filed with the minutes of
the proceedings of the Board or committee.  Such consent shall have the same
force and effect as a unanimous vote of the Board.

     SECTION 8.  COMMITTEES.  The Board of Directors may by resolution passed
by a majority of the whole Board, designate from among its members one or
more committees, each committee to consist of one or more directors.  The
Board may designate one or more directors as alternate members of any
committee, who may replace any absent member at any meeting of such
committee.  Any such committee, to the extent allowed by law and provided in
the resolution establishing such committee, shall have and may exercise all
of the authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that it shall have no authority with
respect to (1) amending the Articles of Incorporation or these Bylaws; (2)
adopting a plan of merger or consolidation; (3) the sale, lease, exchange or
the disposition of all or substantially all the property and assets of the
Corporation; and (4) a voluntary dissolution of the Corporation or a
revocation thereof.  Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the
Board of Directors.  A majority of each committee may determine its action
and may fix the time and places of its meetings, unless otherwise provided by
the Board of Directors.  Each Committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

     SECTION 9.  REMOVAL OF DIRECTORS.  At any shareholders' meeting with
respect to which notice of such purpose has been given, any director may be
removed from office, with or without cause, by the vote of the holders of a
majority of the stock having voting power and entitled to vote for the
election of directors, and his successor may be elected at the same or any
subsequent meeting of shareholders, or by the Board as permitted by law.

     SECTION 10.  COMPENSATION OF DIRECTORS.  Directors shall be entitled to
such reasonable compensation for their services as directors or members of
any committee of the Board as shall be fixed from time to time by resolution
adopted by the Board, and shall also be entitled to reimbursement for any
reasonable expenses incurred in attending any meeting of the Board or any
such committee.

     SECTION 11.  EXECUTIVE COMMITTEE.  The Executive Committee will consist
of at least five directors, including the Chief Executive Officer, the Deputy
Chief Executive Officer, the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors, the President, and such number of other
directors as the Board of Directors may from time to time determine.  The
Executive Committee shall have and may exercise, during the intervals between
meetings of the Board of Directors, all of the powers of the Board of

                                    EXH 3.2-4
<PAGE>
Directors which may be lawfully delegated.  Meetings of the Executive
Committee shall be held at such times and places to be determined by the
Chairman of the Executive Committee.  At all meetings of the Executive
Committee, a majority of the members thereof shall constitute a quorum.  The
Executive Committee may make rules for the conduct of its business and may
appoint such committees and assistants as it may deem necessary.  The Chief
Executive Officer (or another member of the Executive Committee chosen by
him) shall be the Chairman of the Executive Committee.  During the intervals
between meetings of the Executive Committee, the Chief Executive Officer
shall possess and may exercise such of the powers vested in the Executive
Committee as from time to time may be lawfully conferred upon him by
resolution of the Board of Directors or the Executive Committee.

                                 ARTICLE IV
                                  OFFICERS

     SECTION 1.  NAME AND NUMBER. The officers of the Corporation, who shall
be chosen by the Board of Directors are as follows:  Chief Executive Officer,
Deputy Chief Executive Officer, Chairman of the Board of Directors, Vice
Chairman of the Board of Directors, President, Executive Vice President,
Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer.  The
Board of Directors may appoint additional specially designated vice
presidents, assistant secretaries and assistant treasurers.  Any number of
offices, except the offices of President and Secretary, may be held by the
same person.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.  The Board may, in its discretion, leave any
of the above offices vacant for any length of time.

     SECTION 2.  COMPENSATION.  The salaries of all officers set forth in
Section 1 of this Article IV shall be fixed by the Board of Directors or a
committee or officer appointed by the Board.  Salary payments made to an
officer of the Corporation that shall be disallowed in whole or in part as a
deductible expense by the Corporation for Federal Income Tax purposes shall
be reimbursed by such officer to the Corporation to the full extent of the
disallowance.  It shall be the duty of the Board of Directors to enforce
payments of each such amount disallowed.

     SECTION 3.  TERM OF OFFICE.  Unless otherwise provided by resolution of
the Board of Directors, the principal officers shall serve until their
successors shall have been chosen and qualified, or until their death,
resignation or removal as provided by these Bylaws.

     SECTION 4.  REMOVAL.  Any officer may be removed from office at any
time, with or without cause, by the Board of Directors.

     SECTION 5.  VACANCIES.  Any vacancy in an office resulting from any
cause may be filled by the Board of Directors.

     SECTION 6.  POWERS AND DUTIES.  Except as hereinafter provided, the
officers of the Corporation shall each have such powers and duties as
generally pertain to their respective offices, as well as such powers and
duties as from time to time may be conferred by the Board of Directors to the
extent consistent with these Bylaws.

        (a) CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall keep
            the Board of Directors fully informed, and shall make a statement
                                    EXH 3.2-5
<PAGE>
            of the affairs of the Corporation at the annual meeting of the
            shareholders.  He shall have the general superintendence and
            direction of all the other officers of the Corporation and of the
            agents, independent contractors and employees thereof and to see
            that their respective duties are properly performed.  He shall,
            for and on behalf of the Corporation, exercise the voting powers
            of all stock of other companies owned by the Corporation.  He may
            sign and execute all authorized bonds, notes, drafts, checks,
            acceptances or other obligations, reinsurance contracts and other
            contracts in the name of the Corporation.  He shall operate and
            conduct the business and affairs of the corporation according to
            the orders and resolutions of the Board of Directors, and
            according to his own discretion whenever and wherever such
            discretion is not expressly limited by such orders and
            resolutions. He shall have the power to sue and be sued, complain
            and defend, in all courts, and to participate and bind the
            Corporation in any judicial, administrative, arbitrative,
            settlement or other action, litigation or proceeding.  All
            officers may be removed with or without cause at any time by the
            Chief Executive Officer whenever the Chief Executive Officer, in
            his absolute discretion, shall consider that the best interests
            of the Corporation will be served thereby.

        (b) DEPUTY CHIEF EXECUTIVE OFFICER.  In the absence of the Chief
            Executive Officer, or in the event of his temporary disability or
            inability to act, or in the event the Chief Executive Officer
            expressly so directs, the Deputy Chief Executive Officer shall
            perform the duties of Chief Executive Officer, and when so acting
            shall have all the powers of and be subject to all the
            restrictions upon the Chief Executive Officer.  Upon the death,
            permanent disability, or resignation of the Chief Executive
            Officer, the Deputy Chief Executive Officer shall become Chief
            Executive Officer and shall succeed to such duties and powers
            subject to such restrictions.  In the event the office of Vice
            Chairman shall become vacant for any reason, the Deputy Chief
            Executive Officer shall, in addition to his then current duties,
            become Vice Chairman and shall succeed to the duties and powers
            of such office.  The Deputy Chief Executive Officer shall do and
            perform such other duties as may from time to time be assigned to
            him by the Board of Directors or by the Chief Executive Officer.

        (c) CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of the Board of
            Directors shall preside at all meetings of the Directors and
            shareholders and shall perform such other duties as may be
            assigned by the Board of Directors.

        (d) VICE CHAIRMAN OF THE BOARD OF DIRECTORS.  In the absence of the
            Chairman of the Board of Directors, or in the event of his
            inability to act, the Vice Chairman of the Board of Directors
            shall perform the duties of the Chairman of the Board of
            Directors, and when so acting, shall have all the powers of and
            be subject to all the restrictions upon the Chairman of the Board
            of Directors.  Upon the death, permanent disability, or
            resignation of the Chairman of the Board of Directors, the Vice
            Chairman shall become the Chairman of the Board and shall succeed
            to such duties and powers subject to such restrictions.  The Vice
            Chairman of the Board of Directors shall do and perform such

                                    EXH 3.2-6
<PAGE>
            other duties as may from time to time be assigned to him by the
            Board of Directors or by the Chairman of the Board.

        (e) PRESIDENT.  The President shall keep the Board of Directors fully
            informed.  He may sign and execute all authorized bonds,
            contracts, notes, drafts, checks, acceptances or other
            obligations in the name of the Corporation, and with the
            Secretary he may sign all certificates of shares in the capital
            stock of the Corporation.  The President shall do and perform
            such other duties as may from time to time be assigned to him by
            the Board of Directors or by the Chief Executive Officer.

        (f) EXECUTIVE VICE-PRESIDENT.  In the absence of the President or in
            the event of his inability or refusal to act, the Executive Vice-
            President (or in the event there be more than one Executive Vice-
            President, the Executive Vice-Presidents in the order designated,
            or in the absence of any designation, then in the order of their
            election) shall perform the duties of the President, and when so
            acting, shall have all the powers of and be subject to all the
            restrictions upon the President.  The Executive Vice-Presidents
            shall perform such other duties and have such other powers as the
            Board of Directors may from time to time prescribe.

        (g) SECRETARY.  The Secretary shall attend all meetings of the Board
            of Directors and all meetings of the Shareholders and record all
            the proceedings of the meetings of the Corporation and of the
            Board of Directors in a book to be kept for that purpose and
            shall perform like duties for the standing committees when
            required.  He shall give, or cause to be given, notice of all
            meetings of the shareholders and special meetings of the Board of
            Directors, and shall perform such other duties as may be
            prescribed by the Board of Directors or Chief Executive Officer,
            under whose supervision he shall be.  He shall have custody of
            the corporate seal of the Corporation and he, or an assistant
            secretary, shall have authority to affix the same to any
            instrument requiring it and when so affixed, it may be attested
            by his signature or by the signature of such assistant secretary.

            The Board of Directors may give general authority to any other
            officer to affix the seal of the Corporation and to attest the
            affixing by his signature.

        (h) ASSISTANT SECRETARY.  The Assistant Secretary, or if there be
            more than one, the assistant secretaries in the order determined
            by the Board of Directors (of if there be no such determination,
            then in the order of their election), shall, in the absence of
            the Secretary or in the event of his inability or refusal to act,
            perform the duties and exercise the powers of the Secretary and
            shall perform such other duties and have such other powers as the
            Board of Directors may from time to time prescribe.

        (i) TREASURER.  The Treasurer shall have the custody of the corporate
            funds and securities and shall keep full and accurate accounts of
            receipts and disbursements in books belonging to the Corporation
            and shall deposit all monies and other valuable effects in the
            name and to the credit of the Corporation in such depositories as
            may be designated by the Board of Directors.  He shall disburse

                                    EXH 3.2-7
<PAGE>
            the funds of the Corporation as may be ordered by the Board of
            Directors, taking proper vouchers for such disbursements, and
            shall render regular meetings, or when the Board of Directors so
            requires, an account of all his transactions as Treasurer and of
            the financial condition of the Corporation.  If required by the
            Board of Directors, he shall give the Corporation a bond (which
            shall be renewed every six years) in such sum and with such
            surety or sureties as shall be satisfactory to the Board of
            Directors for the faithful performance of the duties of his
            office and for the restoration to the Corporation, in case of his
            death, resignation, retirement or removal from office, of all
            books, papers, vouchers, money and other property of whatever
            kind in his possession or under his control belonging to the
            Corporation.

        (j) ASSISTANT TREASURER.  The Assistant Treasurer, or if there shall
            be more than one, the assistant treasurers in the order
            determined by the Board of Directors (or if there be no such
            determination, then in the order of their election), shall, in
            the absence of the Treasurer or in the event of his inability or
            refusal to act, perform the duties and exercise the powers of the
            Treasurer and shall perform such other duties and have such other
            powers as the Board of Directors may from time to time prescribe.

        (k) For purposes of this Section 6, "disability" shall mean the
            significant impairment, resulting from any physical or mental
            condition, of the Chief Executive Officer's ability to perform
            his duties, for a period of six or more consecutive months.

     SECTION 7.  VOTING SECURITIES OF CORPORATION.  Unless otherwise ordered
by the Board of Directors, the Chief Executive Officer shall have full power
and authority on behalf of the Corporation to attend and to act and vote at
any meetings of security holders of corporations in which the Corporation may
hold securities, and at such meetings shall possess and may exercise any and
all rights and powers incident to the ownership of such securities which the
Corporation might have possessed and exercised if it had been present.  The
Board of Directors by resolution from time to time may confer like powers
upon any other person or persons.

                                   ARTICLE V
                              CERTIFICATES OF STOCK

     SECTION 1.  FORM OF CERTIFICATE.  Every holder of fully-paid stock in
the Corporation shall be entitled to have a certificate in such form as the
Board of Directors may from time to time prescribe.

     SECTION 2.  LOST CERTIFICATES.  The Board of Directors may direct that a
new certificate be issued in place of any certificate theretofore issued by
the Corporation and alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed.  When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.
                                    EXH 3.2-8
<PAGE>
     SECTION 3.  TRANSFERS.

        (a) Transfers of shares of the capital stock of the Corporation shall
            be made only on the books of the Corporation by the registered
            holder thereof, or by his duly authorized attorney, or with a
            transfer clerk or transfer agent appointed as in Section 5 of
            this Article provided, and on surrender of the certificate or
            certificates for such shares properly endorsed and the payment of
            all taxes thereon.

        (b) The Corporation shall be entitled to recognize the exclusive
            right of a person registered on its books as the owner of shares
            to receive dividends, and to vote as such owner, and for all
            other purposes, and shall not be bound to recognize any equitable
            or other claim to or interest in such share or shares on the part
            of any other person, whether or not it shall have express or
            other notice thereof, except as otherwise provided by law.

        (c) Shares of capital stock may be transferred by delivery of the
            certificates therefore, accompanied either by an assignment in
            writing on the back of the certificates or by separate written
            power of attorney to sell, assign and transfer the same, signed
            by the record holder thereof, or by his duly authorized attorney
            in fact but no transfer shall affect the right of the Corporation
            to pay any dividend upon the stock to the holder of record as the
            holder in fact thereof for all purposes, and no transfer shall be
            valid, except between the parties thereto, until such transfer
            shall have been made upon the books of the Corporation as herein
            provided.

        (d) The Board may, from time to time, make such additional rules and
            regulations as it may deem expedient, not inconsistent with these
            Bylaws or the Articles of Incorporation, concerning the issue,
            transfer, and registration of certificates for shares of the
            capital stock of the Corporation.

     SECTION 4.  RECORD DATE.  In order that the Corporation may determine
the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to demand a special meeting, or
to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the proposal of any other
lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than 70 days and,. in case of a meeting of
shareholders, not less than 10 days prior to the date on which the particular
action requiring such determination of shareholders is to be taken.  If no
record date is fixed by the Board for the determination of shareholders
entitled to notice of and to vote at any meeting of shareholders, the record
date shall be at the close of business on the day next receding the day on
which the notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held.  If no record
date is fixed for other purposes, the record date shall be at the close of
business on the day next preceding the day on which the Board of Directors
adopts the resolution relating thereto.  A determination of Shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting unless the Board of Directors shall

                                    EXH 3.2-9
<PAGE>
fix a new record date for the adjourned meeting, which it shall do if the
meeting is adjourned to a date more than 120 days after the date fixed for
the original meeting.

     SECTION 5.  TRANSFER AGENT AND REGISTRAR.  The Board of Directors may
appoint one or more transfer agents or one or more transfer clerks and one or
more registrars, and may require all certificates of stock to bear the
signature or signatures of any of them.

                                  ARTICLE VI
                              GENERAL PROVISIONS

     SECTION 1.  DIVIDENDS.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the Corporation's capital stock, subject to the provisions of the
Articles of Incorporation and applicable law.  Before payment of any
dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from time to time,
in their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors
may modify or abolish any such reserve in the manner in which it was created.

     SECTION 2.  FISCAL YEAR.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

     SECTION 3.  SEAL.  The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words
"Corporate Seal" and "Georgia." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.  In
the event it is inconvenient to use such a seal at any time, the signature of
the Corporation followed by the word "Seal" enclosed in parentheses shall be
deemed the seal of the Corporation.

     SECTION 4.  ANNUAL STATEMENTS.  Not later than four months after the
close of each fiscal year, and in any case prior to the next annual meeting
of stockholders, the Corporation shall prepare:

        (a) A balance sheet showing in reasonable detail the financial
            condition of the Corporation as of the close of its fiscal year,
            and

        (b) A profit and loss statement showing the result of its operations
            during its fiscal year.

     Upon written request, the Corporation promptly shall mail to any
shareholder of record a copy of the most recent such balance sheet and profit
and loss statement.

     SECTION 5.  BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS.  All of
the requirements and provisions of Article llA, Chapter 2, Title 14 of the
Georgia Business Corporation Code of the Official Code of Georgia Annotated,
or as the same may be amended or re-codified from time to time, shall apply
to the Corporation.

                                    EXH 3.2-10
<PAGE>

     SECTION 6.  SHAREHOLDERS' RIGHT TO INSPECT RECORDS.  To the extent such
limitation is permitted by law, a shareholder owning two percent or less of
the outstanding shares of the Corporation shall have no right to inspect or
copy excerpts from minutes of any meeting of the Board of Directors, records
of any action of a committee of the Board of Directors while acting in place
of the Board of Directors on behalf of the Corporation, minutes of any
meeting of the shareholders, records of action taken by the shareholders or
the Board of Directors without a meeting, the accounting records of the
Corporation, and the record of shareholders.

                                ARTICLE VII
                    INDEMNIFICATION OF DIRECTORS & OFFICERS

     SECTION 1.  INDEMNIFICATION.  The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (including, but not limited
to, any action, suit or proceeding by or in the right of the Corporation),
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director, advisory director, officer, employee or
agent of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise, and shall
advance expenses to such person reasonably incurred in connection therewith,
to the fullest extent permitted by the relevant provisions of the Georgia
Business Corporation Code, as such law presently exists or hereafter may be
amended.

     SECTION 2.  PURCHASE OF INSURANCE.  The Board of Directors may authorize
the Corporation to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise against
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of
this Article VII or the Georgia Business Corporation Code.

                                ARTICLE VIII
                             ADVISORY DIRECTORS

     The Board of Directors of the Corporation may at its annual meeting, or
from time to time thereafter, appoint any individual to serve as a member of
an Advisory Board of Directors of the Corporation.  Any individual appointed
to serve as a member of an Advisory Board of Directors of the Corporation
shall be permitted to attend all meetings of the Board of Directors and may
participate in any discussion thereat, but such individual may not vote at
any meeting of the Board of Directors or be counted in determining a quorum
for such meeting.  It shall be the duty of members of the Advisory Board of
Directors of the Corporation to advise and provide general policy advice to
the Board of Directors of the Corporation at such times and places and in
such groups and committees as may be determined from time to time by the
Board of Directors, but such individual shall not have any responsibility or
be subject to any liability imposed upon a director or in any manner
otherwise deemed a director.  The compensation paid to members of the
Advisory Board of Directors shall be determined from time to time by the
Board of Directors of the Corporation.  Each member of the Advisory Board of

                                    EXH 3.2-11
<PAGE>
Directors, except in the case of his earlier death, resignation, retirement,
disqualification or removal, shall serve until the next succeeding annual
meeting of the Board of Directors and thereafter until his successor shall
have been appointed.

                                  ARTICLE IX
                              EMERITUS DIRECTORS

     Any director of the Corporation who is not an officer or employee of the
Corporation and who has served as a director in such capacity for five or
more years and has attained fifty-five (55) years of age shall be eligible to
be appointed as a director emeritus upon his retirement or resignation.  A
director emeritus shall be entitled to serve for a term equal to said
director's length of service as a member of the Board of Directors.  The
director emeritus shall have the right to attend and participate in
discussions of the business of the Corporation at regular and Special
meetings of the Board of Directors but shall not be entitled to vote on any
matter.  The director emeritus shall be a goodwill ambassador on behalf of
the Corporation and shall hold himself or herself available at mutually
convenient times for consultation with members of the Board and senior
management of the Corporation concerning the business and affairs of the
Corporation.

                                  ARTICLE X
                                  AMENDMENTS

     The Board of Directors shall have power to amend or repeal the Bylaws or
adopt new Bylaws, but any Bylaws adopted by the Board of Directors may be
altered, amended or repealed, and new Bylaws adopted, by the shareholders.
The shareholders may prescribe that any Bylaw or Bylaws adopted by them shall
not be altered, amended or repealed by the Board of Directors.  Action by the
shareholders with respect to Bylaws shall be taken by an affirmative vote of
a majority of the voting power of all shares entitled to elect directors, and
action by the directors with respect to Bylaws shall be taken by an
affirmative vote of a majority of all directors then holding office.























                                    EXH 3.2-12
<PAGE>
EXHIBIT "C"
                            RESOLUTION OF THE BOARD
                                OF DIRECTORS OF
                          AMERICAN FAMILY CORPORATION

     RESOLVED that the following amendments to the Bylaws of American Family
Corporation are hereby adopted:

                                  ARTICLE VII
                    INDEMNIFICATION OF DIRECTORS & OFFICERS

     SECTION 1.  INDEMNIFICATION.  The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (including, but not limited
to, any action, suit or proceeding by or in the right of the Corporation),
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director, advisory director, officer, employee or
agent of the Corporation or is or was acting at the request of the
Corporation, or who was serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
and shall advance expenses to such person reasonably incurred in connection
therewith, to the fullest extent permitted by the relevant provisions of the
Georgia Business Corporation Code, as such law presently exists or hereafter
may be amended.


                                                      Adopted April 4, 1990































                                    EXH 3.2-13
<PAGE>
EXHIBIT "C"

                                   RESOLUTION

     RESOLVED, That the Board of Directors of American Corporation deems it
advisable and in the best interest of the Corporation for the name of the
Corporation to be changed to "AFLAC Incorporated"; and

     RESOLVED FURTHER, That Article I of the Articles of Incorporation be,
effective January 1, 1992, amended to read in full as follows:

          "I. The name of the corporation is AFLAC Incorporated"; and

     RESOLVED FURTHER, That the appropriate officers of the Corporation be,
and each of them hereby is, authorized and directed to prepare, execute and
file with the Georgia Secretary of State Articles of Amendment to the
Articles of Incorporation and to take any and all other action necessary or
appropriate to effect such amendment; and

     RESOLVED FURTHER, That the form of certificate for fully paid and
nonassessable shares of Common Stock of the Corporation presented to the
Board of Directors be, effective January 1, 1992, adopted as the certificate
to represent fully paid and non-assessable shares of common Stock of the
Corporation and that a specimen of such certificate be attached hereto as
EXHIBIT "A"; and

     RESOLVED FURTHER, That outstanding certificates representing issued and
outstanding shares of common Stock of the Corporation shall continue to
represent shares of Common Stock of the Corporation; and

     RESOLVED FURTHER, That the title of the Bylaws of the Corporation be,
effective January 1, 1992, amended to read as follows:

                                  "Bylaws

                                     of

                             AFLAC Incorporated";
and

     RESOLVED FURTHER, That the proposed Corporate Seal, an impression of
which is affixed to this page in the margin opposite this resolution, be,
effective January 1, 1992, adopted as the Corporate Seal of the Corporation;
and

     RESOLVED FURTHER, That there is incorporated herein by reference, as
fully as though set forth at length herein, any resolutions of the Board of
Directors that may be required by any exchange upon which securities of the
Corporation are listed, by any banks, by any transfer agents or registrars or
by any government or regulatory authorities in connection with the change in
corporate name of the Corporation if, in the opinion of the proper officers
of the Company, the adoption of such resolutions is necessary or appropriate
and that such resolutions be, and they hereby are, deemed adopted IN HAEC
VERBA with the same force and effect as though set forth herein; and

     RESOLVED FURTHER, That the appropriate officers of the Corporation be,
and each of them hereby is, authorized and directed to take or cause to be

                                    EXH 3.2-14
<PAGE>
taken all such other and further actions and to execute and deliver any and
all instruments, certificates, applications, consents and other documents and
to incur all such fees and expenses as in their judgment shall be necessary,
appropriate or advisable in order to carry  out fully the purpose and intent
of the foregoing resolutions; and

     RESOLVED FURTHER, That all actions heretofore taken by any officer of
the Corporation in connection with the actions contemplated by the foregoing
resolutions be, and they hereby are, approved, ratified and confirmed in all
respects.



                                                      Adopted December 10, 1991












































                                    EXH 3.2-15
<PAGE>
EXHIBIT "E"

                                    RESOLUTION

     WHEREAS, The Board of Directors has deemed it appropriate to reduce the
retirement age for Directors for the first time on or after April 27, 1992,
from 75 years of age to 70 years of age; and

     WHEREAS, The Board of Directors has decided that the retirement age for
Directors first elected prior to April 27, 1992, shall remain at 75 years of
age;

     NOW, THEREFORE, BE IT RESOLVED, That Article III of the Bylaws of the
Corporation be and hereby is amended by amending Section 2 thereof such that
it reads as follows:

     "Section 2.  Number, Election and Term.  The number of Directors
     which shall constitute the whole Board shall be not less than three
     (3) or more than twenty-five (25).  The specific number of
     Directors within such range shall be fixed or changed from time to
     time by a majority of the Board of Directors then in office.  A
     decrease in the number of Directors shall not have the effect of
     shortening the term of any incumbent Director.

     Except as otherwise provided in these Bylaws, shareholders shall elect
     Directors by a vote of not less than a plurality of the votes present in
     person or represented by proxy at the meeting.  Each Director elected
     shall hold office until his successor is elected and qualified or until
     his earlier resignation, removal from office or death.  Directors shall
     be natural persons between the ages of 21 and 70 years, inclusive;
     provided, however, that any Directors who were elected to the Board for
     the first time before April 27, 1992, and who are subsequently
     re-elected shall be natural persons between the ages of 21 and 75 years,
     inclusive.  Directors need not be residents of the State of Georgia or
     shareholders of the Corporation."


                                                      Adopted 12/10/91




















                                    EXH 3.2-16
<PAGE>
EXHIBIT "E"
                                   RESOLUTION

     WHEREAS, management has recommended that the annual meeting of share-
holders be rescheduled to more closely coincide with the release of first
quarter earnings; and

     WHEREAS, it has been suggested that the Bylaws be amended to reflect this
change in the annual meeting date, effective for the 1993 annual shareholders
meeting.

     NOW THEREFORE, BE IT RESOLVED, that Article II, Section 1 of the AFLAC
Incorporated Bylaws be amended by striking said Section 1 in its entirety and
inserting the following:

     "SECTION 1.  Annual Meetings.  The annual meeting of the shareholders of
the Corporation shall be held at the principal office of the Corporation or at
such other place in the United States as may be determined by the Board of
Directors, on the first Monday in May of each calendar year (or on the next
succeeding business day if said first Monday in May is a legal holiday in any
year) or at such other time and date as shall be determined by the Board of
Directors, for the purpose of electing directors and transacting such other
business as may properly be brought before the meeting."


                                                      Adopted November 10, 1992
































                                    EXH 3.2-17
<PAGE>
                                    RESOLUTION
                                RE:  AMEND BYLAWS

     WHEREAS, the Board of Directors is authorized to amend and alter the
Corporation's Bylaws pursuant to Section 14-2-1020(a) of the Business
Corporation Code of the State of Georgia and Article X of the Corporation's
Bylaws; and

     WHEREAS, the Board of Directors has determined that such amendment of
the Bylaws is in the best interest of the Corporation and its shareholders;

     NOW, THEREFORE IT IS HEREBY:

     RESOLVED, that Article II of the Corporation's Bylaws be and hereby is
amended and altered by redesignating Section 1 as Section 1(a) and adding the
following new Sections 1(b), (c), (d), (e) and (f):

       "(b) No business may be transacted at an annual meeting of
            shareholders, other than business that is either (i) specified in
            the notice of meeting (or any supplement thereto) given by or at
            the direction of the Board of Directors (or any duly authorized
            committee thereof), (ii) otherwise properly brought before the
            annual meeting by or at the direction of the Board of Directors
            (or any duly authorized committee thereof) or (iii) otherwise
            properly brought before the annual meeting by any shareholder of
            the Corporation (A) who is a shareholder of record on the date of
            the giving of the notice provided for in this Section 1 and on
            the record date for the determination of shareholders entitled to
            vote at such annual meeting and (B) who complies with the notice
            procedures set forth in this Section 1.

       "(c) In addition to any other applicable requirements, for business to
            be properly brought before an annual meeting by a shareholder,
            such shareholder must have given timely notice thereof in proper
            written form to the Secretary of the Corporation, which notice is
            not withdrawn by such shareholder at or prior to such annual
            meeting.

       "(d) To be timely, a shareholder's notice to the Secretary must be
            delivered to or mailed and received at the principal executive
            offices of the Corporation not less than sixty (60) days nor more
            than ninety (90) days prior to the anniversary date of the
            immediately preceding annual meeting of shareholders; provided,
            however, that in the event that the annual meeting is called for
            a date that is not within thirty (30) days before or after such
            anniversary date, notice by the shareholder in order to be timely
            must be so received not later than the close of business on the
            tenth (10th) day following the day on which such notice of the
            date of the annual meeting was mailed or such public disclosure
            of the date of the annual meeting was made, whichever first
            occurs.

       "(e) To be in proper written form, a shareholder's notice to the
            Secretary must set forth as to each matter such shareholder
            proposes to bring before the annual meeting (i) a brief
            description of the business desired to be brought before the
            annual meeting and the reasons for conducting such business at

                                    EXH 3.2-18
<PAGE>
            the annual meeting, (ii) the name and record address of such
            shareholder, (iii) the class and number of shares of capital
            stock of the Corporation which are owned beneficially or of
            record by such shareholder, (iv) a description of all
            arrangements or understandings between such shareholder and any
            other person or persons (including their names) in connection
            with the proposal of such business by such shareholder and any
            material interest of such shareholder in such business and (v) a
            representation that such shareholder intends to appear in person
            or by proxy at the annual meeting to bring such business before
            the meeting.

       "(f) No business shall be conducted at the annual meeting of
            shareholders except business brought before the annual meeting in
            accordance with the procedures set forth in this Section 1,
            provided, however, that, once business has been properly brought
            before the annual meeting in accordance with such procedures,
            nothing in this Section 1 shall be deemed to preclude discussion
            by any shareholder of any such business.  If the Chairman of an
            annual meeting determines that business was not properly brought
            before the annual meeting in accordance with the foregoing
            procedures, the Chairman shall declare to the meeting that the
            business was not properly brought before the meeting and such
            business shall not be transacted."

     FURTHER RESOLVED, that Article III of the Corporation's Bylaws be and
hereby is amended and altered by redesignating Section 2 as Section 2(a) and
adding the following new Sections 2(b), (c), (d), (e) and (f):

       "(b) Only persons who are nominated in accordance with the following
            procedures shall be eligible for election as directors of the
            Corporation.  Nominations of persons for election to the Board of
            Directors may be made at any annual meeting of shareholders (i)
            by or at the direction of the Board of Directors (or any duly
            authorized committee thereof) or (ii) by any shareholder of the
            Corporation (A) who is a shareholder of record on the date of the
            giving of the notice provided for in this Section 2 and on the
            record date for the determination of shareholders entitled to
            vote at such annual meeting and (B) who complies with the notice
            procedures set forth in this Section 2.

       "(c) In addition to any other applicable requirements, for a
            nomination to be made by a shareholder, such shareholder must
            have given timely notice thereof in proper written form to the
            Secretary of the Corporation.

       "(d) To be timely, a shareholder's notice to the Secretary must be
            delivered to or mailed and received at the principal executive
            offices of the Corporation not less than sixty (60) days nor more
            than ninety (90) days prior to the anniversary date of the
            immediately preceding annual meeting of shareholders; provided,
            however, that in the event that the annual meeting is called for
            a date that is not within thirty (30) days before or after such
            anniversary date, notice by the shareholder in order to be timely
            must be so received not later than the close of business on the
            tenth (10th) day following the day on which such notice of the
            date of the annual meeting was mailed or such public disclosure

                                    EXH 3.2-19
<PAGE>
            of the date of the annual meeting was made, whichever first
            occurs.

       "(e) To be in proper written form, a shareholder's notice to the
            Secretary must set forth (i) as to each person whom the
            shareholder proposes to nominate for election as a director (A)
            the name, age, business address and residence address of the
            person, (B) the principal occupation or employment of the person,
            (C) the number of shares of capital stock of the Corporation
            which are owned beneficially or of record by the person and (D)
            any other information relating to the person that would be
            required to be disclosed in a proxy statement or other filings
            required to be made in connection with solicitations of proxies
            for election of directors pursuant to Section 14 of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"),
            and the rules and regulations promulgated thereunder; and (ii) as
            to the shareholder giving the notice (A) the name and record
            address of such shareholder, (B) the number of shares of capital
            stock of the Corporation which are owned beneficially or of
            record by such shareholder, (C) a description of all arrangements
            or understandings between such shareholder and each proposed
            nominee and any other person or persons (including their names)
            pursuant to which the nomination(s) are to be made by such
            shareholder, (D) a representation that such shareholder intends
            to appear in person or by proxy at the meeting to nominate the
            persons named in its notice and (E) any other information
            relating to such shareholder that would be required to be
            disclosed in a proxy statement or other filings required to be
            made in connection with solicitations of proxies for election of
            directors pursuant to Section 14 of the Exchange Act and the
            rules and regulations promulgated thereunder.  Such notice must
            be accompanied by a written consent of each proposed nominee to
            being named as a nominee and to serve as a director if elected.

       "(f) No person shall be eligible for election as a director of the
            Corporation unless nominated in accordance with the procedures
            set forth in this Section 2.  If the Chairman of the annual
            meeting determines that a nomination was not made in accordance
            with the foregoing procedures, the Chairman shall declare to the
            meeting that the nomination was defective and such defective
            nomination shall be disregarded."

     FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized to restate the Bylaws of the
Corporation to incorporate the amendments adopted hereby.

     FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized, empowered and directed to attest to
the approval of the foregoing amendments, and to make such filings and
execute and deliver any agreement, document, certificate or other instrument
which such officer may deem necessary or desirable to carry out the purposes
of these resolutions, with such modification and amendments to such filings
and such certificates, agreements, instruments or other documents as they, in
their discretion, may deem necessary or desirable and in the best interest of
the Corporation, their taking any such action for and on behalf and in the
name of the Corporation, and/or their execution and delivery, for and on
behalf and in the name of the Corporation, of any such certificate,

                                    EXH 3.2-20
<PAGE>
agreement, instrument or document, incorporating any such notification or
amendment, to be conclusive evidence of approval thereof by the Board.

     FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and they hereby are, authorized, empowered and directed to pay all fees and
expenses incurred in connection with carrying out the purposes of these
resolutions including, but not limited to, fees and expenses of legal
counsel, as they, or any of them, shall determined to be necessary or
appropriate, such payment to be conclusive evidence of approval thereof by
the Board, and to perform all other acts and do all other things as they, in
their discretion, may deem necessary or desirable and in the best interest of
the Corporation in connection with the foregoing resolutions.

     FURTHER RESOLVED, that all acts and things heretofore done by any
appropriate officer, director or by any employee or agent of the Corporation,
on or prior to the date of these resolutions, in connection with the action
contemplated by these resolutions, be, and the same hereby are, in all
respects ratified, confirmed, approved and adopted as acts and deeds of the
Corporation.



                                                      Adopted 4/8/96



































                                    EXH 3.2-21
<PAGE>
EXHIBIT "I"
                                   RESOLUTION

     WHEREAS, the Board of Directors is authorized to amend and alter the
Corporation's Bylaws pursuant to Section 14-2-1020(a) of the Business
Corporation Code of the State of Georgia and Article X of the Corporation's
Bylaws; and

     WHEREAS, the Board of Directors has determined that such amendment of
the Bylaws is in the best interest of the Corporation and its shareholders;

     NOW, THEREFORE IT IS HEREBY:

     RESOLVED, that Article II, Section 3 of the Corporation's Bylaws be and
hereby is amended and altered as follows:

     "Notice of every meeting of shareholders, stating the place, date and
hour of the meeting, shall be given to each shareholder of record entitled to
vote at such meeting not less than 10 nor more than 60 days before the date
of the meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid addressed to
the shareholder at his address as it appears on the Corporation's record of
stockholders.  Attendance of a shareholder at a meeting of shareholders shall
constitute a waiver of objection to: (a) lack of notice or defective notice
of such meeting unless the shareholder at the beginning of the meeting,
objects to holding the meeting or transacting business at the meeting, and
(b) consideration of a particular matter at the meeting which is not within
the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.  Notice
need not be given to any shareholder who signs a waiver of notice, in person
or by proxy, either before or after the meeting."

     FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized to restate the Bylaws of the
Corporation to incorporate the amendments adopted hereby.

     FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized, empowered and directed to attest to
the approval of the foregoing amendments, and to make such filings and
execute and deliver any agreement, document, certificate or other instrument
which such officer may deem necessary or desirable to carry out the purposes
of these resolutions, with such modification and amendments to such filings
and such certificates, agreements, instruments or other documents as they, in
their discretion, may deem necessary or desirable and in the best interest of
the Corporation, their taking any such action for and on behalf and in the
name of the Corporation, and/or their execution and delivery, for and on
behalf and in the name of the Corporation, of any such certificate,
agreement, instrument or document, incorporating any such notification or
amendment, to be conclusive evidence of approval thereof by the Board.

     FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and they hereby are, authorized, empowered and directed to pay all fees and
expenses incurred in connection with carrying out the purposes of these
resolutions including, but not limited to, fees and expenses of legal
counsel, as they, or any of them, shall determine to be necessary or
appropriate, such payment to be conclusive evidence of approval thereof by
the Board, and to perform all other acts and do all other things as they, in

                                    EXH 3.2-22
<PAGE>
their discretion, may deem necessary or desirable and in the best interest of
the Corporation in connection with the foregoing resolutions.

     FURTHER RESOLVED, that all acts and things heretofore done by any
appropriate officer, director or by any employee or agent of the Corporation,
on or prior to the date of these resolutions, in connection with the action
contemplated by these resolutions, be, and the same hereby are, in all
respects ratified, confirmed, approved and adopted as acts and deeds of the
Corporation.



                                                Adopted February 13, 2001













































                                    EXH 3.2-23
<PAGE>
EXHIBIT "H"

                                   RESOLUTION
                                  AMEND BYLAWS
                               AFLAC INCORPORATED


     WHEREAS, the Board of Directors is authorized to amend and alter the
Corporation's Bylaws pursuant to Section 14-2-1020(a) of the Business
Corporation Code of the State of Georgia and Article X of the Corporation's
Bylaws; and

     WHEREAS, the Board of Directors has determined that such amendment of
the Bylaws is in the best interest of the Corporation and its shareholders;

     NOW, THEREFORE IT IS HEREBY:

     RESOLVED, that Article II, Section 1(d) of the Corporation's Bylaws be
amended by striking said Section 1(d) in its entirety and inserting the
following:

        "(d) To be timely, a shareholder's notice to the Secretary must be
             delivered to or mailed and received at the principal executive
             offices of the Corporation not less than ninety (90) days nor
             more than one hundred twenty (120) days prior to the anniversary
             date of the immediately preceding annual meeting of
             shareholders; provided, however, that in the event that the
             annual meeting is called for a date that is not within twenty-
             five (25) days before or after such anniversary date, notice by
             the shareholder in order to be timely must be so received not
             later than the close of business on the tenth (10th) day
             following the day on which such notice of the date of the annual
             meeting was mailed or such public disclosure of the date of the
             annual meeting made, whichever first occurs."

     FURTHER RESOLVED, that Article III, Section 2(d) of the Corporation's
Bylaws be amended by striking said Section 2(d) in its entirety and inserting
the following:

        "(d) To be timely, a shareholder's notice to the Secretary must be
             delivered to or mailed and received at the principal executive
             offices of the Corporation not less than ninety (90) days nor
             more than one hundred twenty (120) days prior to the anniversary
             date of the immediately preceding annual meeting of
             shareholders; provided, however, that in the event that the
             annual meeting is called for a date that is not within twenty-
             five (25) days before or after such anniversary date, notice by
             the shareholder in order to be timely must be so received not
             later than the close of business on the tenth (10th) day
             following the day on which such notice of the date of the annual
             meeting was mailed or such public disclosure of the date of the
             annual meeting was made, whichever first occurs."


     FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized to restate the Bylaws of the
Corporation to incorporate the amendments adopted hereby.

                                    EXH 3.2-24
<PAGE>

     FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized, empowered and directed to attest to
the approval of the foregoing amendments, and to make such filings and
execute and deliver any agreement, document, certificate or other instrument
which such officer may deem necessary or desirable to carry out the purposes
of these resolutions, with such modification and amendments to such filings
and such certificates, agreements, instruments or other documents as they, in
their discretion, may deem necessary or desirable and in the best interest of
the Corporation, their taking any such action for and on behalf and in the
name of the Corporation, and/or their execution and delivery, for and on
behalf and in the name of the Corporation, of any such certificate,
agreement, instrument or document, incorporating any such notification or
amendment, to be conclusive evidence of approval thereof by the Board.

     FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and they hereby are, authorized, empowered and directed to pay all fees and
expenses incurred in connection with carrying out the purposes of these
resolutions including, but not limited to, fees and expenses of legal
counsel, as they, or any of them, shall determine to be necessary or
appropriate, such payment to be conclusive evidence of approval thereof by
the Board, and to perform all other acts and do all other things as they, in
their discretion, may deem necessary or desirable and in the best interest of
the Corporation in connection with the foregoing resolutions.

     FURTHER RESOLVED, that all acts and things heretofore done by any
appropriate officer, director or by any employee or agent of the Corporation,
on or prior to the date of these resolutions, in connection with the action
contemplated by these resolutions, be, and the same hereby are, in all
respects ratified, confirmed, approved and adopted as acts and deeds of the
Corporation.



                                                Adopted May 7, 2001























                                    EXH 3.2-25




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>3
<FILENAME>q301exh12.txt
<DESCRIPTION>1ST QUARTER RATIO OF EARNINGS
<TEXT>

<PAGE>























                                  EXHIBIT 12.0


































                                  EXH 12.0
<PAGE>


                    AFLAC INCORPORATED AND SUBSIDIARIES
                     Ratio of Earnings to Fixed Charges



(In thousands)                            Three Months Ended March 31,
                                              2001           2000
                                          ----------------------------

Fixed charges:
  Interest expense                         $   5,106       $   4,866
  Rental expense deemed interest                 118             133
                                            --------        --------
    Total fixed charges                    $   5,224       $   4,999
                                            ========        ========

Earnings before income tax                 $ 274,201       $ 243,265
Add back:
  Fixed charges                                5,224           4,999

                                            --------        --------
    Total earnings before income
     tax and fixed charges                   279,425         248,264

Adjustments:
  Realized (gains)/losses                      1,385           2,456
                                            --------        --------
    Total earnings before income
     tax and fixed charges and
     realized (gains)/losses               $ 280,810       $ 250,720
                                            ========        ========


    Earnings before income taxes
     and fixed charges                         53.5x           49.7x

    Earnings before income taxes
     and fixed charges, as adjusted            53.8x           50.2x


















                                EXH 12.0-1
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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