Exhibit 10.08.2



                  AMENDMENT NO. 8 TO THE
     PRIMERICA CORPORATION CAPITAL ACCUMULATION PLAN



I.   The first sentence of Section 4(b) of the CAP Plan
     shall be deleted and restated in its entirety as
     follows:

          "The maximum number of shares of Stock
          which may be issued under the Plan, either
          as Restricted Stock or pursuant to the
          exercise of Options, shall be not more
          than 31,000,000 shares of Stock, subject
          to adjustment as provided in Section 8,
          and such shares may be authorized but
          unissued shares, or previously issued
          shares reacquired by the Company, or
          both."