SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549



                                 FORM 8-A

             For Registration of Certain Classes of Securities
                  Pursuant to Section 12(b) or (g) of the
                      Securities Exchange Act of 1934

                         TORCHMARK CAPITAL L.L.C.
          (Exact name of registrant as specified in its charter)


               Delaware                         63-1120036
          (State of incorporation            (I.R.S. Employer
             or organization)                Identification No.)

            2001 Third Avenue South, Birmingham, AL      35233
          (Address of principal executive offices)    (Zip Code)


     Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                Name of each exchange on
     to be so registered                which each class is to be
                                        registered

     9.18% Cumulative Monthly           New York Stock Exchange
     Income Preferred Securities
     ("MIPS"), Series A 
     (Liquidation Preference $25 Per 
     Security) guaranteed to the extent 
     set forth in the prospectus by 
     Torchmark Corporation

     Securities to be registered pursuant to Section 12(g) of the Act:
                                   None








 
Item 1.   Description of Registrant's Securities to be Registered.

     The 9.18% Cumulative Monthly Income Preferred Securities, 
Series A ("MIPS") of Torchmark Capital L.L.C. ("Torchmark Capital")
will be listed on the New York Stock Exchange.  A copy of the
general description of the securities to be registered has been 
submitted with the application filed with the New York Stock
Exchange and is contained in Amendment No. 5 to the Form S-3
Registration Statement of Torchmark Corporation and Torchmark
Capital L.L.C. (No. 33-51963)    The MIPS will also be described in
a prosectus to be subsequently filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities 
Act of 1933, which prospectus is deemed to be incorporated by
reference into this Form 8-A Registration Statement.


Item 2. Exhibits.

     The following exhibits will be filed with the New York Stock 
Exchange in connection with this Registration Statement and are 
incorporated herein by reference from filings made with the
Securities and Exchange Commission.

     1.1  Amendment No. 5 to Form S-3 Registration Statement No. 
          33-51963
     1.2  Limited Liability Agreement of Torchmark Capital*
     1.3  Certificate of Formation of Torchmark Capital*
     1.4  Form of Amended and Restated Limited Liability
          Company Agreement of Torchmark Capital**
     1.5  Form of Payment and Guarantee Agreement by Torchmark
          for the benefit of holders of preferred securities
          of Torchmark Capital**








 *Included as exhibits to Amendment No. 1 to the Form S-3 Registration
  Statement No. 33-51963
**Included as exhibits to Amendment No. 3 to the Form S-3 Registration 
  Statement No. 33-51963



                      SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                    TORCHMARK CAPITAL L.L.C.
                    By:  Torchmark Corporation, as
                    Managing Member



Date:10/4/94        By:  /s/ Carol A. McCoy                     
                    Carol A. McCoy
                    Associate Counsel &
                    Secretary