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Torchmark Corporation
2001 Third Avenue South
Birmingham, Alabama 35233
November 6, 1996
VIA EDGAR TRANSMISSION AND FACSIMILE
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Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Attn: Ms. Shelley Parratt and Filing Desk
Re: Torchmark Corporation ("Torchmark") PEPS Registration Statement on
Form S-3, Commission File No. 333-11263 and related
Vesta Insurance Group, Inc. ("Vesta") Registration Statement on
Form S-3, Commission File No. 333-11285
Ladies and Gentlemen:
Under current market conditions with respect to Vesta common stock, it has
been determined by Torchmark that it would be in its best interests to withdraw
the above registration statement. We hereby request withdrawal of the above
referenced Torchmark registration statement pursuant to Commission Rule 477 as
of today.
Yours very truly,
/s/ William C. Barclift
