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 September 30, 1996
                           Commission File No. 1-7434




                               AFLAC INCORPORATED
              ------------------------------------------------------
              (Exact name of Registrant as specified in its charter)



         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                                           November 1, 1996
 ----------------------------                             ------------------
 Common Stock, $.10 Par Value                             138,749,169 shares
 






                          AFLAC INCORPORATED AND SUBSIDIARIES
  
                                         INDEX

                                                                      Page
                                                                       No.
                                                                      ----
Part I.  Financial Information:

     Item 1.  Financial Statements
       Consolidated Balance Sheets -
         September 30, 1996 and December 31, 1995................        1

       Consolidated Statements of Earnings -
         Three Months Ended September 30, 1996 and 1995 
         Nine Months Ended September 30, 1996 and 1995...........        3

       Consolidated Statements of Shareholders' Equity -
         Nine Months Ended September 30, 1996 and 1995...........        4

       Consolidated Statements of Cash Flows -
         Nine Months Ended September 30, 1996 and 1995...........        5

       Notes to Consolidated Financial Statements................        7

       Review by Independent Certified Public 
         Accountants.............................................       11

       Independent Auditors' Report..............................       12


     Item 2.  Management's Discussion and Analysis of 
       Financial Condition and Results of Operations.............       13


Part II.  Other Information:

     Item 1.  Legal Proceedings..................................       26


     Item 6.  Exhibits and Reports on Form 8-K...................       26



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











                                     i

                         Part I.  Financial Information

                       AFLAC INCORPORATED AND SUBSIDIARIES
                           Consolidated Balance Sheets
                           (In thousands - Unaudited)


                                               September 30,   December 31,
                                                    1996           1995
                                               -------------  -------------
ASSETS:
Investments:
  Securities available for sale, at fair value:
    Fixed maturities (amortized cost
      $17,823,811 in 1996 and 
      $17,104,743 in 1995)                     $ 20,099,428   $ 19,675,006
    Equity securities (cost $87,518 in
      1996 and $80,912 in 1995)                     130,751        108,062
  Mortgage loans on real estate                      18,262         22,213
  Other long-term investments                         3,005          3,343
  Short-term investments                            185,017        232,201
                                               ------------   ------------
    Total investments                            20,436,463     20,040,825

Cash                                                 19,414          4,139
Receivables, primarily premiums                     226,114        320,543
Receivables for security transactions               234,582            568
Accrued investment income                           212,447        256,659
Deferred policy acquisition costs                 2,594,188      2,565,027
Property and equipment, net                         505,368        552,061
Securities held as collateral for
  loaned securities                               1,153,590      1,378,197
Intangible assets, net                              100,233        104,546
Other                                               107,646        115,421
                                               ------------   ------------
    Total assets                               $ 25,590,045   $ 25,337,986
                                               ============   ============ 

See accompanying Notes to Consolidated Financial Statements.


(continued)
















                                     1

                     AFLAC INCORPORATED AND SUBSIDIARIES
                   Consolidated Balance Sheets (continued)
           (In thousands, except for per-share amounts - Unaudited)

                                                September 30,   December 31,
                                                    1996           1995
                                                -------------  -------------
Liabilities and Shareholders' Equity:
Liabilities:
  Policy liabilities:
    Future policy benefits                      $ 18,606,180   $ 18,000,296
    Unpaid policy claims                           1,073,288      1,016,295
    Unearned premiums                                283,549        301,452
    Other policyholders' funds                       216,128        316,938
                                                ------------   ------------
      Total policy liabilities                    20,179,145     19,634,981
  Notes payable                                      370,516        327,268
  Income taxes, primarily deferred                 1,199,234      1,397,709
  Payables for return of collateral on
    loaned securities                              1,153,590      1,378,197
  Payables for security transactions                 218,591         80,014
  Other                                              435,299        385,676
                                                ------------   ------------
    Total liabilities                             23,556,375     23,203,845
                                                ------------   ------------
Shareholders' equity:
  Common stock of $.10 par value.  Authorized
    175,000; issued 156,875 in 1996 and
    156,358 in 1995                                   15,687         15,636
  Additional paid-in capital                         204,872        196,928
  Unrealized foreign currency
    translation gains                                222,988        213,319
  Unrealized gains on securities
    available for sale                               269,841        482,787
  Retained earnings                                1,797,896      1,577,605
  Treasury stock                                    (477,110)      (351,117)
  Notes receivable for stock purchases                  (504)        (1,017)
                                                ------------   ------------
    Total shareholders' equity                     2,033,670      2,134,141
                                                ------------   ------------
    Total liabilities and shareholders' equity  $ 25,590,045   $ 25,337,986
                                                ============   ============
Shareholders' equity per share                  $      14.67   $      15.03
                                                ============   ============
Shares outstanding at end of period                  138,606        141,974
                                                ============   ============

See accompanying Notes to Consolidated Financial Statements.

Share and per-share amounts have been adjusted to reflect the three-for-two 
stock split paid on March 18, 1996.






                                     2




                                              AFLAC INCORPORATED AND SUBSIDIARIES
                                              Consolidated Statements of Earnings

(In thousands, except for                          Three Months Ended September 30,       Nine Months Ended September 30,
 per-share amounts - Unaudited)                    --------------------------------       -------------------------------
                                                         1996            1995                  1996            1995   
Revenues:                                             -----------     -----------           -----------     ----------- 
                                                                                                 
  Premiums, principally supplemental
   health insurance                                   $ 1,487,234     $ 1,531,396           $ 4,405,081     $ 4,617,262
  Net investment income                                   257,709         259,125               761,993         772,168
  Realized investment gains (losses)                        4,350             (64)                3,921              85
  Other income                                             26,286          21,261                76,161          68,650
                                                      -----------     -----------           -----------     -----------
        Total revenues                                  1,775,579       1,811,718             5,247,156       5,458,165
                                                      -----------     -----------           -----------     -----------
Benefits and expenses:
  Benefits and claims                                   1,234,584       1,270,332             3,651,644       3,830,392
  Acquisition and operating expenses:
    Amortization of deferred policy 
     acquisition costs                                     40,849          41,016               123,413         123,849
    Insurance commissions                                 195,404         202,562               579,193         609,836
    Insurance expenses                                    106,287         109,856               316,972         321,804
    Interest expense                                        3,637           4,086                12,676          12,096
    Other operating expenses                               41,857          32,135               118,872         102,591
                                                      -----------     -----------           -----------     -----------
        Total acquisition and
        operating expenses                                388,034         389,655             1,151,126       1,170,176
                                                      -----------     -----------           -----------     -----------
        Total benefits and expenses                     1,622,618       1,659,987             4,802,770       5,000,568
                                                      -----------     -----------           -----------     -----------
        Earnings before income taxes                      152,961         151,731               444,386         457,597

Income taxes                                               64,616          63,771               183,771         191,848
                                                      -----------     -----------           -----------     -----------
        Net earnings                                  $    88,345     $    87,960           $   260,615     $   265,749
                                                      ===========     ===========           ===========     ===========
Net earnings per share                                $       .62     $       .60           $      1.80     $      1.76
                                                      ===========     ===========           ===========     ===========
Shares used in computing earnings per share               143,483         147,654               144,891         150,726
                                                      ===========     ===========           ===========     ===========
Cash dividends per share                              $       .10     $      .087           $      .287     $      .251
                                                      ===========     ===========           ===========     ===========

See accompanying Notes to Consolidated Financial Statements.
Share and per-share amounts have been adjusted to reflect the three-for-two stock split paid on March 18, 1996.
                                                           3




                  AFLAC INCORPORATED AND SUBSIDIARIES
            Consolidated Statements of Shareholders' Equity
                      (In thousands - Unaudited)
                                             Nine Months Ended September 30,
                                                     1996         1995
  Common stock:                              -------------------------------
     Balance at beginning of year                 $   15,636   $   15,600
     Exercise of stock options                            51           30
                                                   ---------    ---------
     Balance at end of period                         15,687       15,630
                                                   ---------    ---------
  Additional paid-in capital:
     Balance at beginning of year                    196,928      192,899
     Exercise of stock options                         4,114        2,304
     Gain on treasury stock reissued                   3,913          986
     Cash in lieu of fractional shares                   (83)           -
                                                   ---------    ---------
     Balance at end of period                        204,872      196,189
                                                   ---------    ---------
  Unrealized foreign currency translation gains:
     Balance at beginning of year                    213,319      174,091
     Change in unrealized translation gains            9,669       39,215
                                                   ---------    ---------
     Balance at end of period                        222,988      213,306
                                                   ---------    ---------
  Unrealized gains (losses) on securities
   available for sale:
     Balance at beginning of year                    482,787      228,844
     Change in unrealized gains and losses          (212,946)     242,657
                                                   ---------    ---------
     Balance at end of period                        269,841      471,501
                                                   ---------    ---------
  Retained earnings:
     Balance at beginning of year                  1,577,605    1,277,487
     Net earnings                                    260,615      265,749
     Cash dividends on common stock
        ($.287 per share in 1996, $.251 per
        share in 1995)                               (40,324)     (36,619)
                                                   ---------    ---------
     Balance at end of period                      1,797,896    1,506,617
                                                   ---------    ---------
  Treasury stock:
     Balance at beginning of year                   (351,117)    (135,776)
     Purchases of treasury stock (4,610 shares
      in 1996 and 7,822 shares in 1995)             (146,722)    (213,186)
     Cost of shares issued to sales associates 
      stock bonus plan and dividend reinvestment
      plan                                            20,729        7,013
                                                   ---------    ---------
     Balance at end of period                       (477,110)    (341,949)
                                                   ---------    ---------
  Notes receivable for stock purchases                  (504)      (1,112)
                                                   ---------    ---------
     Total shareholders' equity                   $2,033,670   $2,060,182
                                                   =========    =========
See accompanying Notes to Consolidated Financial Statements.
Share and per-share amounts have been adjusted to reflect the three-for-two 
stock split paid on March 18, 1996.
                                     4

                     AFLAC INCORPORATED AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
                         (In thousands - Unaudited)

                                                    Nine Months Ended
                                                      September 30,
                                              -----------------------------
                                                   1996             1995
                                              ------------     ------------

Cash flows from operating activities:
   Net earnings                               $   260,615      $   265,749
   Adjustments to reconcile net earnings to 
    net cash provided by operating activities:
      Increase in policy liabilities            1,832,406        1,964,745
      Deferred income taxes                        57,626           44,455
      Decrease in income taxes payable            (96,132)          (5,862)
      Increase in deferred policy
         acquisition costs                       (183,533)        (188,326)
      Increase in receivables and
        advance premiums                          (41,308)         (19,526)
      Other, net                                  158,949          100,246
                                              -----------      -----------
         Net cash provided by operating
            activities                          1,988,623        2,161,481
                                              -----------      -----------

Cash flows from investing activities:
   Proceeds from investments sold or matured:
      Fixed-maturity securities sold            1,515,492          515,920
      Fixed-maturity securities matured
         or called                                459,598          451,706
      Equity securities                             7,695           17,978
      Mortgage loans, net                           3,667            3,683
      Other long-term investments, net                338              173
      Short-term investments, net                  40,530                -
   Costs of investments acquired:
      Fixed-maturity securities                (3,881,926)      (2,881,037)
      Equity securities                           (14,480)         (24,038)
      Short-term investments, net                       -         (174,312)
   Additions to property and equipment, net        (8,997)         (13,080)
                                              -----------      -----------
        Net cash used by investing activities  (1,878,083)      (2,103,007)
                                              -----------      -----------


(continued)











                                     5

                      AFLAC INCORPORATED AND SUBSIDIARIES
               Consolidated Statements of Cash Flows (continued)
                           (In thousands - Unaudited)

                                                    Nine Months Ended
                                                      September 30,
                                              -----------------------------
                                                   1996             1995
                                              ------------     ------------

Cash flows from financing activities:
   Proceeds from borrowings                       125,937          209,250
   Principal payments under debt obligations      (60,894)         (27,053)
   Dividends paid to shareholders                 (40,324)         (36,619)
   Purchases of treasury stock                   (146,722)        (213,186)
   Treasury stock reissued                         24,642            7,999
   Other, net                                       4,083            2,335
                                              -----------      -----------
         Net cash used by
          financing activities                    (93,278)         (57,274)
                                              -----------      -----------
Effect of exchange rate changes on cash            (1,987)            (783)
                                              -----------      -----------
         Net change in cash                        15,275              417
Cash at beginning of year                           4,139           17,643
                                              -----------      -----------
Cash at end of period                         $    19,414      $    18,060
                                              ===========      ===========


Supplemental disclosures of cash flow information:
   Cash payments during the year for:
     Interest on debt obligations             $    10,861      $    10,080
     Income taxes                                 222,113          153,381

   Non-cash financing activities included capital lease obligations incurred 
    for computer equipment totaling $4,638 in 1996 and $2,585 in 1995.



See accompanying Notes to Consolidated Financial Statements.

















                                     6

                      AFLAC INCORPORATED AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements


1.   In the opinion of management, the accompanying unaudited consolidated 
financial statements of AFLAC Incorporated and subsidiaries (the "Company") 
contain all adjustments (none of which were other than normal recurring 
accruals) necessary to fairly present the financial position as of September 
30, 1996, and the results of operations for the three-month and nine-month 
periods ended September 30, 1996 and 1995, and changes in shareholders' 
equity and cash flows for the nine months ended September 30, 1996 and 1995. 
Results of operations for interim periods are not necessarily indicative of 
results for the entire year.

     The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates, based 
on the best information available, in recording transactions resulting from 
business operations.  The balance sheet amounts that involve a greater 
extent of accounting estimates and actuarial determinations subject to 
future changes are: deferred policy acquisition costs, liabilities for 
future policy benefits and unpaid policy claims, accrued liabilities for 
unfunded retirement plans for various officers and beneficiaries, and 
contingent liabilities.  When additional information becomes available (or 
actual amounts are determinable), the recorded estimates may be revised and 
reflected in operating results.

     The financial statements should be read in conjunction with the 
financial statements included in the Company's annual report to shareholders 
for the year ended December 31, 1995.

     All share and per-share amounts have been adjusted to reflect the 
three-for-two stock split paid on March 18, 1996.

     Effective January 1, 1996, the Company adopted Statement of Financial 
Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of.  SFAS No. 121 
establishes accounting standards for the impairment of long-lived assets, 
certain identifiable intangibles and goodwill.  This Statement requires that 
long-lived assets and certain identifiable intangibles to be held and used 
by an entity be reviewed for impairment whenever events or changes in 
circumstances indicate that the carrying amount of an asset may not be 
recoverable.  Measurement of an impairment loss for long-lived assets and 
identifiable intangibles that an entity expects to hold and use should be 
based on the fair value of the asset.  Long-lived assets and certain 
identifiable intangibles to be disposed of must be reported at the lower of 
carrying amount or fair value less related selling costs.  There was no 
material effect on the financial statements from the adoption of this new 
accounting standard.

     SFAS No. 123, Accounting for Stock-Based Compensation, is effective for 
1996.  This statement provides a choice of accounting methods for employee 
stock compensation plans, including stock option plans.  A company can elect 
to use the new fair-value-based method of accounting for employee stock 
compensation plans, under which compensation cost is measured and recognized 
in results of operations, or continue to account for these plans under the 
method prescribed by Accounting Principles Board Opinion No. 25 (APB No. 
25).  Entities electing to remain with the method prescribed by APB 

                                     7

No. 25 must disclose what net income and earnings per share would have been 
if the fair-value-based method of accounting had been applied.  The Company 
plans to continue to account for employee stock options using the method 
prescribed by APB No. 25 and include the required disclosures in the year-
end financial statements.

     The Financial Accounting Standards Board issued SFAS No. 125, 
Accounting for Transfers and Servicing of Financial Assets and 
Extinguishments of Liabilities, in June 1996.  This statement provides 
accounting standards for determining whether transfers of financial assets 
are sales or secured borrowings.  The statement must be applied 
prospectively to all applicable transactions occurring after December 31, 
1996.  Earlier or retroactive application is not permitted.  Based on the 
Company's current security lending agreements (see Note 5), the Company will 
no longer recognize securities held as collateral as an asset, nor the 
related liability for return of such collateral, beginning in 1997 as 
required by the new standard.  This change will have no affect on the 
Company's net earnings or shareholders' equity.


2.   In August 1996, the Company entered into sales agreements for the sale 
of its Broadcast Division business consisting of seven network-affiliated 
television stations.  Finalization of the transaction is subject to approval 
by the Federal Communications Commission.  It is expected that the closings 
will occur in late 1996 or early 1997.  Total revenue and pretax earnings 
before interest expense of the Broadcast Division for the nine months ended 
September 30, 1996, were $66.5 million and $18.1 million, respectively.  
Upon closing the sales transaction in late 1996 and early 1997, the Company 
will receive $455.0 million in cash.  After the date of close, the Company 
will also receive $15 million ($6.3 million at fair value) in future 
advertising credits over a five-year period and receive cash for an 
adjustment of various current assets and liabilities.  An aggregate pretax 
gain on the sale of approximately $320 million will be recognized upon the 
closings.


3.   The Company has a loan agreement that provides for bank borrowings up 
to $500 million in either U.S. dollars or Japanese yen.  At September 30, 
1996, borrowings of 33.0 billion yen ($297.3 million) were outstanding under 
this agreement.  The Company has entered into interest rate swaps with 
notional amounts equal to the unpaid principal amount during the six-year 
term of the loan.  These transactions effectively change the Company's 
interest rate exposure on this loan from floating rates to fixed interest 
rates.  The fixed-rate is 2.74% after the effect of the swaps.  Interest 
payments are made based on floating interest rates, and the Company either 
pays to or receives from the counterparty an amount necessary to equal the 
fixed swap rate.  At September 30, 1996, the floating rate, based on the 
three-month Tokyo Interbank Offered Rate (TIBOR) plus 25 basis points, was 
 .81%.

     In the second quarter of 1996, the Company converted another loan 
agreement with outstanding principal of $29.3 million and a 5.965% fixed 
rate (after interest rate swap) from dollar-denominated to yen-denominated 
amounts with a floating interest rate based on TIBOR plus 25 basis points.  
At September 30, 1996, bank borrowings of 3.1 billion yen ($28.2 million) 
were outstanding under this agreement at a floating interest rate of .87%. 


                                    8

     The Company has designated these yen-denominated borrowings as a hedge 
of its net investment in AFLAC Japan.  Foreign currency translation 
gains/losses are included in the unrealized foreign currency translation 
gains component in shareholders' equity.  Outstanding principal and related 
accrued interest payable on the yen-denominated borrowings were translated 
into dollars at end-of-period exchange rates.  Interest expense is 
translated at average monthly exchange rates for the period the interest 
expense is incurred.

4.   The Company classifies all fixed-maturity securities as "available for 
sale."  All fixed-maturity and equity securities are carried at fair value. 
The related unrealized gains and losses, less amounts applicable to policy 
liabilities and deferred income taxes, are reported in a separate component 
of shareholders' equity.  The portion of unrealized gains credited to policy 
liabilities represents gains that would not inure to the benefit of the 
shareholders if such gains were actually realized.  These amounts are 
necessary to cover policy reserve interest requirements based on market 
investments yields at these dates.

     The effect on shareholders' equity at the following dates was:

(In thousands)                 September 30, 1996      December 31, 1995   
                               ------------------     ------------------  
Securities available
 for sale - 
 unrealized gains                $    2,318,850         $    2,597,413   
Less:
  Policy liabilities                  1,872,702              1,865,077   
  Deferred income
   taxes                                176,307                249,549   
                                  -------------          -------------   
Shareholders' equity,
 net unrealized gains
 on securities
 available for sale              $      269,841         $      482,787   
                                  =============          =============   

5.   AFLAC Japan uses short-term (usually seven days) security lending 
arrangements to increase investment income with minimal risk.  At September 
30, 1996 and December 31, 1995, the Company held Japanese government bonds 
as collateral for loaned securities in the amount of $1.2 billion and $1.4 
billion, respectively, at market value.  Securities received as collateral 
for such loans are reported separately in assets at fair value with a 
corresponding liability of the same amount for the return of such collateral 
at termination of the loans (see Note 1).  The Company's security lending 
policy requires that the fair value of the securities received as collateral 
be 105% or more of the fair value of the loaned securities as of the date 
the securities are loaned and not less than 100% thereafter.

6.   The Company is 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, the Company believes that the 
outcome of pending litigation will not have a material adverse effect on the 
financial position of the Company.

                                     9

     The outstanding income tax issues with the Internal Revenue Service 
(IRS) in connection with their examination of the Company's U.S. 
consolidated income tax returns for the years 1989 through 1991 were settled 
in July 1996.  These issues are described in Note 8 of the Notes to the 
Consolidated Financial Statements in the Company's annual report to 
shareholders for the year 1995.  There are no material adjustments to the 
income tax returns as originally filed.

     The IRS is currently examining the Company's U.S. consolidated income 
tax returns for the years 1992 through 1994.
















































                                    10 


             REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


     The September 30, 1996 and 1995 financial statements included in this 
filing have been reviewed by KPMG Peat Marwick LLP, independent certified 
public accountants, in accordance with established professional standards 
and procedures for such a review.

     The report of KPMG Peat Marwick LLP commenting upon their review is 
included on page 12.















































                                    11


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


                          INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Directors
AFLAC Incorporated:

We have reviewed the accompanying consolidated balance sheet of AFLAC 
Incorporated and subsidiaries as of September 30, 1996, and the related 
consolidated statements of earnings for the three-month and nine-month 
periods ended September 30, 1996 and 1995, and the consolidated statements 
of cash flows and shareholders' equity for the nine-month periods ended 
September 30, 1996 and 1995.  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 generally accepted auditing standards, 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 generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing 
standards, the accompanying consolidated balance sheet of AFLAC Incorporated 
and subsidiaries as of December 31, 1995, and the related consolidated 
statements of earnings, shareholders' equity and cash flows for the year 
then ended (not presented herein); and in our report dated January 29, 1996, 
we expressed an unqualified opinion on those consolidated financial 
statements.

                                          KPMG PEAT MARWICK LLP
   



October 22, 1996









                                    12

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

     The Private Securities Litigation Reform Act of 1995 provides a "safe 
harbor" to encourage companies to provide prospective information about 
their companies, so long as those 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 discussed in the statement.  AFLAC Incorporated and subsidiaries (the 
"Company") desires 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 forward-
looking statements in the following discussion and in any other statements 
made by officers of the Company in oral discussions with analysts and 
contained in documents filed with the Securities and Exchange Commission 
(the "SEC").  Forward-looking statements are statements not based on 
historical information and which 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 generally qualify as forward-looking 
statements.  The Company undertakes no obligation to update such forward-
looking statements.

     The Company cautions that the following factors, in addition to other 
factors mentioned from time to time in the Company's reports filed with the 
SEC, could cause the Company's actual results to differ materially:  
regulatory developments, competitive conditions, new products, Japanese 
Ministry of Finance approval of profit repatriations to the U.S., general 
economic conditions in the U.S. and Japan, adequacy of reserves, credit and 
other risks associated with the Company's investment portfolio, significant 
changes in interest rates, and fluctuations in foreign currency exchange 
rates.

     The primary business activity of the Company is supplemental health 
insurance, which is marketed and administered primarily through American 
Family Life Assurance Company of Columbus (AFLAC).  Most of AFLAC's policies 
are individually underwritten in the payroll market, with premiums paid by 
the employees.  The Company's operations in Japan (AFLAC Japan) and the 
United States (AFLAC U.S.) service the two principal markets for the 
Company's insurance operations.  AFLAC Japan and AFLAC U.S. are the primary 
components for this discussion and analysis due to their significance to the 
Company's consolidated financial condition and results of operations.

     In August 1996, the Company entered into sales agreements for the sale 
of its Broadcast Division business consisting of seven network-affiliated 
television stations.  For further information, see Note 2 of the Notes to 
the Consolidated Financial Statements.

     The Company raised its primary financial objective from 13%-15% annual 
growth in operating earnings per share to 15%-17%, excluding the effect of 
foreign currency exchange, for 1997 through 2000.

     The Company paid a three-for-two stock split on March 18, 1996.  All 
share and per-share amounts have been restated for the stock split.



                                    13




RESULTS OF OPERATIONS

     The following table sets forth the results of operations by business component for the periods shown and the percentage 
change from the prior period.

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

                                            Three Months Ended September 30,             Nine Months Ended September 30,
                                         --------------------------------------      --------------------------------------
                                         Percentage Change                           Percentage Change    
                                           Over Previous                               Over Previous       
                                              Period           1996      1995             Period           1996      1995
                                         -----------------   ------------------      -----------------   ------------------
                                                                                                  
Pretax operating earnings:
  Insurance operations (excluding
    realized investment gains and
    losses):
      AFLAC Japan.....................         (4.3)%        $134.1     $140.0              (6.2)%       $399.4     $425.8
      AFLAC U.S.......................         37.7            33.4       24.3              24.6           94.1       75.5
                                                             ------     ------                           ------     ------ 
        Total U.S. and Japan
          insurance...................          1.9           167.5      164.3              (1.6)         493.5      501.3
  Realized investment
    gains (losses)....................                          4.4        (.1)                             3.9         .1
  Broadcast division..................         47.9             6.4        4.4              22.3           18.1       14.8
  Interest expense,
    noninsurance operations...........                         (2.7)      (3.1)                           (10.0)      (9.0)
  Corporate expenses, other
    operations and eliminations.......        (63.6)          (22.6)     (13.8)            (23.1)         (61.1)     (49.6)
                                                             ------     ------                           ------     ------
    Earnings before income taxes......           .8           153.0      151.7              (2.9)         444.4      457.6

Income taxes..........................          1.3            64.7       63.7              (4.2)         183.8      191.9
                                                             ------     ------                           ------     ------
    Net earnings......................           .4         $  88.3    $  88.0              (1.9)       $ 260.6    $ 265.7
                                                             ======     ======                           ======     ======
Net earnings per share................          3.3         $   .62    $   .60               2.3        $  1.80    $  1.76
                                                             ======     ======                           ======     ======

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



                                                           14




     As in the first six months, AFLAC's financial results as reported in 
dollars were suppressed due to the weakening of the yen.  However, the 
Company's performance during the third quarter excluding the effect of 
unrealized foreign currency translation was strong.  In both Japan and the 
United States, the Company continued to demonstrate market leadership, 
producing significant gains in new sales and solid financial performance in 
local-currency terms.

     Excluding the impact of the yen, operating earnings per share were up 
15.0% for the third quarter and 15.9% for the first nine months of 1996 
compared with the respective periods in 1995.  For the first nine months of 
1996, the Company again achieved its primary financial objective of 15% 
annual growth in operating earnings per share before currency fluctuations.

     The weakening of the yen in relation to the dollar lowered the 
Company's operating earnings by $.07 per share during the third quarter and 
$.24 per share for the first nine months.  This is solely attributable to 
the translation effect of the weakening yen and not to any fundamental 
change in business.  If the exchange rate in 1996 had remained unchanged 
from its 1995 level, the increases in revenues, benefits, expenses and 
earnings would have been significantly higher than reported, as the 
following table illustrates.

                          Supplemental Consolidated Data
                           Selected Percentage Changes

                               Three Months Ended       Nine Months Ended
                               September 30, 1996       September 30, 1996
                              ---------------------    ---------------------
                                         Adjusted to             Adjusted to
                                           Exclude                 Exclude
                                           Foreign                 Foreign
                                  As      Currency        As      Currency
                               Reported   Changes*     Reported   Changes*
                               --------  -----------   --------  -----------
Premium income                   (2.9)%      10.0%       (4.6)%       9.3%
Net investment income             (.5)       11.7        (1.3)       12.1
Total revenues                   (2.0)       10.7        (3.9)        9.8
Total benefits and expenses      (2.3)       10.4        (4.0)        9.7
Operating earnings                 .8        12.8        (1.6)       11.5

Operating earnings per share      3.3        15.0         2.3        15.9

- ----------------------------------------------------------------------------
*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.
============================================================================

     During the first half of 1995, the yen strengthened substantially 
versus the dollar.  In the third quarter of 1995, the yen began to weaken in 
relation to the dollar, and it is expected to remain weaker throughout 1996. 
A weaker yen has a negative effect on net earnings reported in U.S. dollars. 
However, all of AFLAC Japan's premiums and claims and most of its investment 
income and expenses are yen-denominated.  The majority of AFLAC Japan's 
invested assets are also denominated in yen.  Therefore, the translation of 
results from yen into U.S. dollars does not affect AFLAC Japan's financial 
condition or its results of operations in real economic terms.
                                    15

     The Company's objective for 1996 is to increase operating earnings per 
share by 15% for the year, excluding the effect of currency translation.  
However, if that objective is achieved and the yen/dollar exchange rate 
averages 108.00 for the year, compared with the 1995 average rate of 94.10, 
operating earnings per share as reported (including foreign currency 
translation) would only increase by approximately 3% for the year 1996.

     AFLAC Japan's pretax operating earnings (excluding realized investment 
gains/losses) in yen increased 11.0% for the three months ended September 
30, 1996, compared with the third quarter of 1995 and increased 10.0% for 
the nine months ended September 30, 1996, compared with the nine months 
ended September 30, 1995. The reported U.S. dollar results for AFLAC Japan 
were negatively affected by the unfavorable average yen-to-dollar exchange 
rate of 107.50 for the nine months ended September 30, 1996, compared with 
91.62 for the first nine months of 1995.  As a result, the percentage change 
in U.S. dollars for AFLAC Japan's pretax operating earnings was a decrease 
of 4.3% for the three months ended September 30, 1996, compared with the 
third quarter of 1995 and a decrease of 6.2% for the nine months ended 
September 30, 1996, compared with the nine months ended September 30, 1995.

     During the third quarter, the Company acquired 2.3 million shares of 
its common stock.  For the first nine months of 1996, the Company purchased 
4.6 million of its shares.  On October 22, 1996, the board of directors 
authorized the Company to purchase an additional 7.0 million shares of its 
common stock.  Including shares remaining under a previous authorization, 
the Company currently has approval to purchase up to 9.3 million shares.

     In July 1996, AFLAC Japan repatriated profits to AFLAC U.S. in the 
amount of $217.3 million (23.5 billion yen).  AFLAC U.S. in turn made an 
additional dividend payment to AFLAC Incorporated (the "Parent Company") in 
the amount of $36.2 million.  AFLAC Japan also repatriated profits to AFLAC 
U.S. of $140.5 million in 1995, $132.9 million in 1994, $97.9 million in 
1993, and $33.4 million in 1992.  The profit transfers to AFLAC U.S. 
adversely impact AFLAC Japan's investment income.  However, repatriations 
benefit consolidated operations because higher investment yields can be 
earned on funds invested in the United States.  Also, income tax expense is 
presently lower on investment income earned in the United States.  
Management estimates these transfers have benefited consolidated net 
earnings by $10.2 million and $5.0 million for the three months ended 
September 30, 1996 and 1995, respectively and $17.6 million and $9.2 million 
for the nine months ended September 30, 1996 and 1995, respectively.  

     Repatriated profits represent a portion of the after-tax earnings 
reported to the Japanese Ministry of Finance as of March 31 each year.  Such 
regulatory basis earnings are based on accounting principles that differ 
materially from generally accepted accounting principles.  Such differences 
relate primarily to valuation of investments, policy benefit and claim 
reserves, acquisition costs, and deferred income taxes.  Japanese regulatory 
earnings and related profit repatriations may therefore vary materially from 
year to year because of these differences.  At present, management believes 
that the 1997 profit repatriation amount will likely range between the 
amounts transferred in 1995 and 1996. 

     The Company had approximately $76.9 million in short-term forward 
foreign exchange contracts outstanding related to the profit transfer in 
1996.  These contracts closed in July, coinciding with the transfer of the 
repatriated funds.

                                    16

     Corporate expenses primarily consist of overhead expenses such as 
salary costs, retirement provisions, professional fees and litigation 
expenses.  Corporate expenses in 1996 are generally in line with those 
incurred in 1995 except for higher litigation expenses in the third quarter 
of 1996 compared with the third quarter of 1995.


AFLAC JAPAN

     AFLAC Japan, a branch of AFLAC and the principal contributor to the 
Company's earnings, is the largest foreign insurance company in Japan in 
terms of premium income among all life and non-life insurance companies.

     As discussed above, AFLAC Japan transferred profits to AFLAC U.S., 
which distorts comparisons of operating results between periods. The AFLAC 
Japan summary of operations table on the following page presents investment 
income, total revenues and pretax operating earnings calculated on a pro 
forma basis in order to improve comparability between periods.  The pro 
forma adjustment represents cumulative investment income foregone by AFLAC 
Japan on funds repatriated to AFLAC U.S. during 1992 through 1996.






































                                    17

                               AFLAC JAPAN
                        SUMMARY OF OPERATING RESULTS

                                   Three Months Ended     Nine Months Ended
                                      September 30,         September 30,
 (In millions)                        1996     1995         1996     1995
                                   ------------------    ------------------
Premium income...................  $1,245.1  $1,310.4    $3,694.6  $3,966.5
Investment income, as adjusted*..     231.8     237.7       686.7     711.3
Other income.....................        .5      (1.6)        1.0        .1
                                    -------   -------     -------   -------
  Total revenues, as adjusted*...   1,477.4   1,546.5     4,382.3   4,677.9
                                    -------   -------     -------   -------
Benefits and claims..............   1,082.5   1,134.2     3,205.8   3,426.0
Operating expenses...............     253.5     266.4       759.4     811.0
                                    -------   -------     -------   -------
  Total benefits and expenses....   1,336.0   1,400.6     3,965.2   4,237.0
                                    -------   -------     -------   -------
    Pretax operating earnings,
     as adjusted*................     141.4     145.9       417.1     440.9
Investment income applicable to
 profit repatriations............      (7.3)     (5.9)      (17.7)    (15.1)
                                    -------   -------     -------   -------
    Pretax operating earnings....  $  134.1  $  140.0    $  399.4  $  425.8
                                    =======   =======     =======   =======
- ---------------------------------------------------------------------------
Percentage changes in dollars
 over previous period:
  Premium income.................    (5.0)%     13.1%      (6.9)%     24.2%
  Investment income*.............    (2.5)      19.6       (3.5)      27.3
  Total revenues*................    (4.5)      13.9       (6.3)      24.6
  Pretax operating earnings*.....    (3.1)      15.5       (5.4)      23.3

  Pretax operating earnings......    (4.3)      14.6       (6.2)      22.0
- ---------------------------------------------------------------------------
Percentage changes in yen
 over previous period:
  Premium income.................    10.0%       6.9%       9.3%      10.0%
  Investment income*.............    13.0       13.1       13.3       12.9
  Total revenues*................    10.6        7.6        9.9       10.4
  Pretax operating earnings*.....    12.4        9.4       11.0        9.4

  Pretax operating earnings......    11.0        8.6       10.0        8.2
- ---------------------------------------------------------------------------
Ratios to total revenues, as adjusted:*
  Benefits and claims............    73.2%      73.4%      73.2%      73.3%
  Operating expenses.............    17.2       17.2       17.3       17.3
  Pretax operating earnings......     9.6        9.4        9.5        9.4

Ratio of pretax operating earnings
 to total reported revenues......     9.1        9.1        9.2        9.1
- ----------------------------------------------------------------------------
*Adjusted investment income, total revenues and pretax operating earnings 
include estimates of additional investment income for the three months ended 
September 30, 1996 and 1995 of $7.3 million and $5.9 million, respectively, 
and for the nine months ended September 30, 1996 and 1995 of $17.7 million 
and $15.1 million, respectively, foregone due to profit repatriations.
============================================================================
                                    18

     As previously mentioned, the yen continued to weaken against the dollar 
in the third quarter. The average exchange rate for the first nine months of 
1996 was 107.50, which was 14.8% weaker than the average rate of 91.62 for 
the first nine months of 1995.  As a result, growth rates for AFLAC Japan in 
dollar terms were lower than those reported in yen.  The average exchange 
rate for the full year 1995 was 94.10.

     The increase in premium income in yen was due to sales of new policies 
and continued excellent policy persistency.  As management anticipated, 
AFLAC Japan's new sales were exceptionally strong during the third quarter. 
New annualized premium sales in yen rose 51.7% to 23.0 billion yen ($211.9 
million), marking the best quarterly production in AFLAC Japan's history.  
For the nine months, new annualized premium sales in yen were up 21.2% to 
60.2 billion yen ($559.6 million).

     These strong sales results reflect the continued success of AFLAC 
Japan's new living benefit life product, which accounted for more than 43% 
of new annualized premium sales for the first nine months of the year.  In 
addition, third quarter sales benefited from the sales agencies' intensified 
efforts to sell AFLAC Japan's products prior to a premium rate increase 
scheduled to take effect on all policies sold after October 1, 1996.  
Management expects sales to decline for the last three months of 1996, 
primarily due to slowed production after the premium rate increase and tough 
sales comparisons to a very strong fourth quarter in 1995.  However, 
management originally set AFLAC Japan's full-year objective for new sales 
taking this anticipated sales pattern into account.  As such, management 
continues to believe that AFLAC Japan will meet its sales target of a 10% 
increase in new annualized premium in yen for 1996.  Looking forward to 
1997, the sales target will be an 8%-10% increase in new annualized premium 
in yen for the year.

     Due to the continued low level of available investment yields in Japan, 
the Ministry of Finance has permitted insurers to increase premium rates on 
new policy issues in recent years.  AFLAC Japan increased premium rates by 
an average of 16% on all cancer policy sales made after July 1, 1994.  
Premium rates on care policy new issues were increased by an average of 10% 
in both November 1993 and 1995.  As a result of continuing low yields, the 
Company increased premium rates by approximately 12%-14% on all new policy 
issues beginning in the fourth quarter of 1996.

     Finding attractive investment yields for the Company's substantial cash 
flows in Japan remains a significant challenge.  At the end of the third 
quarter, the yield to maturity on AFLAC Japan's fixed-maturity portfolio was 
5.66%, compared with 5.98% a year ago.  This decline reflects several years 
of investing in a low interest rate environment.  During the third quarter, 
AFLAC Japan purchased yen-denominated securities at an average yield to 
maturity of 3.91%.  Including dollar-denominated purchases, the blended 
yield to maturity was 4.23% for the quarter.  For the nine months, the 
average yield to maturity on yen purchases was 3.92%, while the blended 
yield to maturity was 4.11% for the same period.  The return on average 
invested assets was 5.56% for the first nine months, compared with 5.83% for 
the first nine months of 1995 and 5.81% for the full year 1995.






                                    19

AFLAC U.S.

     AFLAC U.S. pretax operating results improved substantially, assisted by 
additional investment income earned on profit transfers received from AFLAC 
Japan.  A portion of the profit transfers, in turn, were used to increase 
dividend payments from AFLAC U.S. to the Parent Company in the amounts of 
$57.6 million in the first nine months of 1996, and $21.2 million, $51.9 
million and $10.1 million for the full years 1995, 1994 and 1993, 
respectively.  Estimated investment income earned from profits repatriated 
to and retained by AFLAC U.S. from 1992 through 1996 has been reclassified 
in the following presentation in order to improve comparability between 
periods.  In addition, the third quarter results for 1995 were adversely 
affected by the Company's decision to settle certain litigation in Alabama 
related to an ancillary line of business.












































                                    20

                                    AFLAC U.S.
                           SUMMARY OF OPERATING RESULTS

                                    Three Months Ended     Nine Months Ended
                                       September 30,         September 30,
 (In millions)                         1996     1995         1996     1995
                                    ------------------    ------------------
Premium income...................   $ 238.9   $ 217.0     $ 700.9   $ 638.5
Investment income, as adjusted*..      22.0      19.7        64.3      57.7
Other income.....................        .4       (.2)        1.1        .4
                                     ------    ------      ------    ------
  Total revenues, as adjusted*...     261.3     236.5       766.3     696.6
                                     ------    ------      ------    ------
Benefits and claims..............     149.2     133.3       437.5     395.2
Operating expenses...............      88.2      85.3       257.6     240.5
                                     ------    ------      ------    ------
  Total benefits and expenses....     237.4     218.6       695.1     635.7
                                     ------    ------      ------    ------
    Pretax operating earnings,
     as adjusted*................      23.9      17.9        71.2      60.9
Investment income applicable to
 profit repatriations............       9.5       6.4        22.9      14.6
                                     ------    ------      ------    ------
    Pretax operating earnings....   $  33.4   $  24.3     $  94.1   $  75.5
                                     ======    ======      ======    ======
- ---------------------------------------------------------------------------
Percentage increases
 over previous period:
  Premium income.................     10.1%      8.9%        9.8%      8.5%
  Investment income*.............     11.9      13.6        11.4      13.9
  Total revenues*................     10.5       8.9        10.0       8.6
  Pretax operating earnings*.....     33.8      (7.7)       17.0       7.0

  Pretax operating earnings......     37.7       2.8        24.6      15.0
- ---------------------------------------------------------------------------
Ratios to total revenues,
 as adjusted:*
  Benefits and claims............     57.0%     56.3%       57.1%     56.8%
  Operating expenses.............     33.8      36.1        33.6      34.5
  Pretax operating earnings......      9.2       7.6         9.3       8.7

Ratio of pretax operating earnings
 to total reported revenues......     12.3      10.0        11.9      10.6
- ----------------------------------------------------------------------------
*Excludes estimated investment income for the three months ended September 
30, 1996 and 1995 of $9.5 million and $6.4 million, respectively, and for 
the nine months ended September 30, 1996 and 1995 of $22.9 million and $14.6 
million, respectively, related to investment of profit repatriation funds 
retained by AFLAC U.S.
============================================================================

     The increase in premium income primarily resulted from strong increases 
in new sales during the last 12 months.  The U.S. sales force set a record 
for new sales in the third quarter of 1996.  Total new annualized premium 
sales increased 12.9% to $81.6 million during the quarter, marking the first 
time sales have surpassed $80.0 million in a single quarter.  Total new 
sales for the nine months rose 14.9% to $235.3 million.  For the 

                                    21

last several years, the Company's sales success has been driven by a 
broadened product line and expanded distribution system.  The Company 
continues to see a strong and growing demand for affordable, quality 
supplemental insurance products that can be conveniently purchased through 
payroll deduction.

     The increase in investment income was primarily due to the increase in 
invested assets.  During the third quarter, available cash flow was invested 
at an average yield-to-maturity of 7.76% compared with 7.50% during the 
third quarter of 1995.  The overall return on average invested assets, net 
of investment expenses, was 7.30% for the first nine months of 1996 compared 
with 7.33% for the same period of 1995.  

     Management expects future benefit ratios for some of the Company's 
supplemental products to increase slightly due to the Company's ongoing 
efforts to improve policy persistency by enhancing policyholder benefits.  
In addition, potential minimum benefit ratio requirements by insurance 
regulators may also result in an increase to these ratios. 

     At the same time, management expects the operating expense ratio, 
excluding discretionary advertising expenses, to decline in the future due 
to continued improvements in operating efficiencies. By improving 
administrative systems and controlling other costs, management has been able 
to redirect funds to national advertising programs without significantly 
affecting the operating expense ratio.  The Company's advertising expense 
was $15.0 million and $11.3 million for the nine months ended September 30, 
1996 and 1995, respectively.  Management expects the pretax operating profit 
margin, which was 8.9% for the year 1995 excluding the effect of 
repatriation, to range between 9.0% and 9.5% for the year 1996.  


FINANCIAL ACCOUNTING STANDARDS BOARD'S STATEMENTS

     For information regarding Statements of Financial Accounting Standards 
(SFAS) adopted during 1996 and those to be adopted in 1997, see Note 1 of 
the Notes to the Consolidated Financial Statements.

 
ANALYSIS OF FINANCIAL CONDITION

     Since December 31, 1995, the financial condition of the Company has 
remained strong in the functional currencies of its operations.  Due to the 
relative size of AFLAC Japan, changes in the yen/dollar exchange rate can 
have a significant effect on the Company's reported financial condition.  
The yen/dollar exchange rate at the end of each period is used to convert 
yen-denominated balance sheet items into U.S. dollars for reporting 
purposes.  The exchange rate at September 30, 1996, was 111.00 yen to one 
U.S. dollar, 7.3% weaker than the exchange rate of 102.95 as of December 31, 
1995.  Management estimates that the weaker yen rate decreased invested 
assets by $1.3 billion, total assets by $1.7 billion, and total liabilities 
by $1.7 billion versus the amounts that would have been reported based on 
the exchange rate as of December 31, 1995.

     Fixed-maturity securities available for sale are carried at fair value. 
Net unrealized gains of $2.3 billion on investments in fixed-maturity 
securities at September 30, 1996, consisted of $2.3 billion in gross 
unrealized gains and $46.8 million in gross unrealized losses.  During 1996, 
net unrealized gains decreased by $294.6 million.
                                    22

     The following table shows the effect of unrealized gains and losses on 
invested assets at:

(In thousands)                  September 30,    December 31,     % Change
                                    1996             1995
                                ------------     ------------    ----------
AFLAC U.S.:

  Total invested assets
    excluding unrealized
    gains on securities
    available for sale           $ 1,823,253      $ 1,543,549        18.1%

  Unrealized gains/(losses)
    on securities available
    for sale                          63,176          128,697
                                  ----------       ----------    
  Total invested assets          $ 1,886,429      $ 1,672,246        12.8%
                                  ==========       ==========        =====

AFLAC Japan:

  Total invested assets 
    excluding unrealized
    gains on securities
    available for sale           $16,310,414      $15,924,083         2.4%

  Unrealized gains/(losses)
    on securities available
    for sale                       2,255,004        2,468,018
                                  ----------       ----------
  Total invested assets          $18,565,418      $18,392,101          .9%
                                  ==========       ==========        =====

Consolidated:

  Total invested assets
    excluding unrealized
    gains on securities
    available for sale           $18,137,027      $17,447,551         4.0%

  Unrealized gains/(losses)
    on securities available
    for sale                       2,318,850        2,597,413
                                  ----------       ----------
  Total invested assets          $20,455,877      $20,044,964         2.0%
                                  ==========       ==========        =====

     The continued growth in invested assets reflects the strength of the 
Company's primary business, the substantial cash flows from operations, the 
strong new annualized premium sales by AFLAC U.S. and the substantial 
renewal premiums collected by AFLAC Japan.  Offsetting these positive 
factors was the weaker yen/dollar exchange rate and a decrease in unrealized 
market gains.




                                    23

     Investments continued to consist of high-quality securities.  AFLAC 
invests primarily within the Japanese and U.S. fixed-maturity markets.  The 
Company uses specific criteria to judge the credit quality and liquidity of 
its investments.  The Company utilizes a variety of credit rating services 
to monitor this criteria.  The following table presents the percentages of 
the Company's fixed-maturity securities available for sale, at amortized 
cost by quality rating.

                         September 30, 1996      December 31, 1995
                         ------------------      -----------------
                 AAA             48.3%                 49.2%
                 AA              20.5                  22.2
                 A               24.8                  24.6
                 BBB              6.4                   4.0
                                -----                 -----
                                100.0%                100.0%

     Private placement investments accounted for 26.2% and 23.1% of the 
Company's total fixed-maturity securities available for sale as of September 
30, 1996 and December 31, 1995, respectively.  AFLAC Japan has made 
investments in the private sector to secure higher yields than those 
available from Japanese government bonds.  At the same time, the Company has 
adhered to its conservative standards for credit quality.

     Policy liabilities increased $544.2 million, or 2.8%, during the first 
nine months of 1996.  AFLAC Japan increased $412.5 million, or 2.3% (10.3% 
increase in yen), and AFLAC U.S. increased $125.9 million, or 8.3%.  The 
weaker yen rate decreased reported policy liabilities by $1.4 billion.  
Increases in policy liabilities are due to the addition of new business and 
the aging of policies in force.

     The income tax liability decreased by $198.5 million, or 14.2%, since 
December 31, 1995.  The decrease is primarily due to tax payments in Japan 
during the first and third quarters of 1996 and the weaker yen.

     The Company's ratio of debt to total capitalization (debt plus 
shareholders' equity, excluding the unrealized market gains on securities 
available for sale) was 17.4% and 16.5% as of September 30, 1996 and 
December 31, 1995, respectively.  For further information concerning notes 
payable, see Note 3 of the Notes to the Consolidated Financial Statements. 

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

     The Company's insurance operations continue to provide the primary sources 
of liquidity for the Company.  Capital needs can also be supplemented by 
borrowed funds.  The principal sources of cash from insurance operations are 
premiums and investment income.  Primary uses of cash in the insurance 
operations are policy claims, commissions, operating expenses, income taxes and 
payments to the Parent Company for management fees and dividends.  Both the 
sources and uses of cash are reasonably predictable.  The Company's investment 
objectives provide for liquidity through the ownership of high-quality 
investment securities.  AFLAC insurance policies are generally not interest-
sensitive and therefore are not subject to unexpected policyholder redemptions 
due to investment yield changes.  Also, the majority of AFLAC policies provide 
indemnity benefits rather than reimbursement for actual medical 

                                    24

costs and therefore are not subject to the increasing risks of medical cost 
inflation.

     The achievement of continued long-term growth will require growth in the 
statutory capital and surplus of the Company's insurance subsidiaries.  The 
subsidiaries may secure additional statutory capital through various sources, 
such as internally generated statutory earnings or equity contributions by the 
Parent Company from funds generated through debt or equity offerings.  The sale 
of the Broadcast Division business that is presently pending finalization (see 
Note 2 of the Notes to the Consolidated Financial Statements) will increase the 
Company's capital resources upon closing of the transaction.  Management 
believes outside sources for additional debt and equity capital will continue to
be available for capital expenditures, business expansion and treasury share 
purchases.  

     Parent Company capital resources are largely dependent upon the ability of 
the subsidiaries 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 the Parent Company.  
In addition to restrictions by U.S. insurance regulators, the Japanese Ministry 
of Finance (MOF) imposes restrictions on, and requires approval for, the 
remittances of earnings from AFLAC Japan to AFLAC U.S.  Payments are made from 
AFLAC Japan to the Parent Company for management fees and to AFLAC U.S. for 
allocated expenses and remittances of earnings.  Total funds received from AFLAC
Japan were $244.1 million and $168.9 million in the first nine months of 1996 
and 1995, respectively, and $179.5 million in the full year 1995.  The MOF 
requires that certain solvency standards be met in order for profit transfers to
occur.  These standards are similar to U.S. risk-based capital requirements. For
additional information on regulatory restrictions on dividends, profit transfers
and other remittances, see Note 10 of the Notes to the Consolidated Financial 
Statements in the Company's annual report to shareholders for the year ended 
December 31, 1995.

     For information regarding pending litigation, see Note 6 of the 
accompanying Notes to the Consolidated Financial Statements.

     The board of directors has declared a fourth quarter cash dividend of 
$.10 per share.  The dividend is payable on December 2, 1996, to 
shareholders of record at the close of business on November 15, 1996.



















                                    25

                           PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company is 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, the Company believes that the 
outcome of pending litigation will not have a material adverse effect on the 
financial position of the Company.


ITEMS 2, 3, 4 and 5

     Not applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          27.0 - Financial Data Schedule (for SEC use only)

     (b)  Reports on Form 8-K:

          Sale of Broadcast Division, August 13, 1996.






























                                    26

                                   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:  November 8, 1996                      /s/ KRISS CLONINGER, III
     ------------------------             ---------------------------------
                                               KRISS CLONINGER, III
                                             Executive Vice President;
                                                  Treasurer and
                                              Chief Financial Officer





Date:  November 8, 1996                      /s/ NORMAN P. FOSTER
     ------------------------             ---------------------------------
                                               NORMAN P. FOSTER
                                             Executive Vice President,
                                               Corporate Finance





























                                    27

EXHIBITS FILED WITH CURRENT FORM 10-Q:

     27.0 - Financial Data Schedule (for SEC use only)























































                                    28