AMERICAN HERITAGE LIFE INVESTMENT CORP
8-K, 1997-07-29
LIFE INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) July 25, 1997



                  AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



      Florida                        1-7255                      59-1219710
- --------------------------------------------------------------------------------
(State or incorporation             (Commission                (IRS Employer
   or organization)                 File Number)             Identification No.)



1776 American Heritage Life Drive
     Jacksonville, Florida                                             32224
- --------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)



Registrant's telephone number:                                  (904) 992-1776
- --------------------------------------------------------------------------------


                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


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Item 4.  Change in Registrant's Certifying Accountant.

     American Heritage Life Investment Corporation (the "Company") retained
Ernst & Young LLP as its independent auditors and replaced KPMG Peat Marwick LLP
effective July 25, 1997. Since the engagement of KPMG Peat Marwick LLP for the
Company's two most recent fiscal years and through the date of replacement,
there were no disagreements between the Company and KPMG Peat Marwick LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. The change in independent accountants was approved
by the Board of Directors of the Company.

Item 7.  Financial Statements and Exhibits.

     (c) Exhibits

         Exhibit Number              Description of Exhibit
         --------------              ----------------------

              16                   Letter dated July 28, 1997,
                                   from KPMG Peat Marwick LLP to
                                   the Securities and Exchange
                                   Commission



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<PAGE>   3



                                    SIGNATURE

         Pursuant to the Requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                         AMERICAN HERITAGE LIFE INVESTMENT
                                         CORPORATION



Date:  July 28, 1997                     By: /s/ C. Richard Morehead    
                                             -----------------------------------
                                             C. Richard Morehead  
                                             Executive Vice President,
                                             Treasurer, Chief Financial
                                             and Accounting Officer





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                                  EXHIBIT INDEX


         The following designated exhibit is filed herewith:


Exhibit
- -------

  16                                Letter dated July 28, 1997, from KPMG Peat
                                    Marwick LLP to the Securities and Exchange
                                    Commission






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                                                                 EXHIBIT 16
                                                                 

                      [KPMG PEAT MARWICK LLP LETTERHEAD]



July 28, 1997


Securities and Exchange Commisssion
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for American Heritage Life Investment
Corporation and, under the date of January 29, 1997, we reported on the 
consolidated financial statements of American Heritage Life Investment 
Corporation and subsidiaires as of December 31, 1996 and 1995 and for each of 
the years in the three-year period ended December 31, 1996.  On July 25, 1997
our appointment as principal accounts was terminated.  We have read American
Heritage Life Investment Corporation's statements included under Item 4 of its
Form 8-K dated July 25, 1997, and we agree with such Statements.


                                                   Very truly yours,

                                                   /s/ KPMG Peat Marwick LLP    




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