EXHIBIT NO. 99.06

                                                 COMPANY'S FORM 10-K
                                                 December 31, 1989 

                                                 Page 31

   Item 3.  LEGAL PROCEEDINGS

   Other Litigation

        On or about January 9, 1989, Primerica Holdings, Inc., as
   successor  in interest to old Primerica, notified the salaried
   retirees   of  old  Primerica  of  certain  changes  in  their
   retirement benefits.  On December 19, 1989, a purported  class
   action  was filed  by two  salaried retirees in  United States
   District  Court, District  of New  Jersey,  under the  caption
   Alexander,   et  al,  v.  Primerica  Holdings,  Inc.,  et  al.
   --------------------------------------------------------------
   Plaintiffs  allege  that  their  retirement benefits  are  not
   subject  to material alteration,  and that the  1989 revisions
   are improper.   The complaint alleges causes of action against
   Primerica  Holdings  and  its directors  on  various  theories
   including  promissory estoppel, breach of  contract, breach of
   fiduciary  duties,  fraud,   and  federal  ERISA   violations.
   Plaintiffs  seek   permanent  injunctive   relief  prohibiting
   changes  in  their  benefits,  as  well  as  compensatory  and
   punitive damages.




















                                                 COMPANY'S FORM 10-K
                                                 December 31, 1991 

                                                 Page 26

   Item 3.  LEGAL PROCEEDINGS

   Other Litigation and Legal Proceedings

        For  information  concerning  a  purported  class  action
   against  Primerica Holdings  and  others  in  connection  with
   certain  changes in the  retirement benefits of  old Primerica
   retirees,  see  the  description that  appears  in  the fourth
   paragraph of  page 31 of the Company's filing on Form 10-K for
   the  year  ended  December  31,  1989,  which  description  is
   incorporated by reference  herein.   A copy  of the  pertinent
   paragraph of  such filing  is included as  an exhibit  to this
   Form 10-K.   The class was certified in  May 1991, and on June
   25, 1991, the United States District Court for the District of
   New  Jersey granted  summary judgment  in  favor of  Primerica
   Holdings  and  the  other  defendants  in  the  class  action.
   Plaintiffs have appealed the decision.