Exhibit 10.06.2




                       PRIMERICA CORPORATION
                ACTION OF THE SENIOR VICE PRESIDENT
                -----------------------------------




      I, Barry L.  Mannes, Senior Vice President  Human Resources,
 Primerica  Corporation   (the  "Corporation"),   under  authority
 granted me by the Board of Directors  of the Corporation and upon
 advice   of  the  General  Counsel  of  the  Corporation,  hereby
 authorize  the following  actions in  the name  and on  behalf of
 Primerica Corporation:

      (a)  Section   2.11   of  the   Primerica   Corporation
      Supplemental Retirement  Plan (the  "Plan") is  amended
      and restated to read as follows:

                "Equivalent Actuarial  Value" shall
                mean the equivalent  value computed
                on  the  basis  of  the 1971  Group
                Annuity  Mortality  Table,  blended
                70% male  and 30% female, and at an
                interest  rate  equal to  the  PBGC
                immediate rate  at the time  of the
                commencement   of    the   Member's
                benefit under the Plan."

      (b)  After December 31, 1993, there shall be no further
      accruals  under the Plan.   Any benefits  accrued under
      the Plan prior  to January 1, 1994, shall  be frozen at
      the December  31, 1993  levels in  accordance with  the
      terms of the Plan.

      All other features  of the Plan, including  the earning
      of vesting service, shall continue.




 Effective Date:  December 31, 1993




                                    /s/  Barry L. Mannes          
                                    -----------------------------------

                                    Barry L. Mannes
                                    Senior Vice President  - Human  Resources
                                    Primerica Corporation