EXHIBIT NO. 99.03

                                                COMPANY'S FORM 10-K
                                                December 31, 1989


                                                Page 30

   Item 3.  LEGAL PROCEEDINGS

   Shareholder Litigation

        On August 29, 1988, the Company entered into an Agreement
   and Plan of  Merger among the Company,  Primerica Holdings and
   old Primerica, providing for the merger of  old Primerica into
   Primerica Holdings.

        In  late 1988, fifteen purported class actions were filed
   in various  jurisdictions, challenging certain aspects  of the
   merger.  The plaintiffs in the various cases  were purportedly
   shareholders of  old  Primerica prior  to  the merger.    They
   allege  that, in  connection with  the  merger, old  Primerica
   and/or its  officers or  directors and/or  former officers  or
   directors  committed  fraud  and  breached  fiduciary  duties.
   Plaintiffs  allege that  the  proxy  statement  by  which  the
   shareholders' votes  on  the merger  were solicited  contained
   representations which were materially misleading  or failed to
   disclose  material  facts.   Plaintiffs  seek  to  rescind the
   transaction or  in  the alternative  to  recover  compensatory
   damages.  A motion brought in one of these cases to enjoin the
   merger  was denied.   The  litigation  is proceeding  with the
   designated  lead case in United States District Court, Eastern
   District of New York, under  the caption Wallerstein, et al v.
                                            ---------------------
   Primerica Corporation, et al. 
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