COTTON STATES LIFE INSURANCE COMPANY
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

Certification and Notice of Termination of Registration

under Section 12(g) of the Securities Exchange Act of 1934
or Suspension of Duty to File Reports Under Sections 13
and 15(d) of the Securities Exchange Act of 1934

Commission File No.        002-39729              

Cotton States Life Insurance Company

(Exact name of registrant as specified in its charter)

244 Perimeter Center Parkway, N.E.
Atlanta, Georgia 30346
(770) 391-8600

(Address, including zip code and telephone number, including
area code, of registrant’s principal executive offices)

Common Stock, par value $1.00 per share

(Title of each class of securities covered by this Form)

(Titles of all other classes of securities for which a duty
to file reports under section 13(a) or 15(d) remains)

NONE

     Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

             
Rule 12g-4(a)(1)(i)
  o   Rule 12h-3(b)(1)(ii)   o
Rule 12g-4(a)(1)(ii)
  o   Rule 12h-3(b)(2)(i)   o
Rule 12g-4(a)(2)(i)
  o   Rule 12h-3(b)(2)(ii)   o
Rule 12g-4(a)(2)(ii)
  o   Rule 15d-6   x
Rule 12h-3(b)(1)(i)
  o        

      Approximate number of holders of record as of the certification or notice date:          2            

      Pursuant to the requirements of the Securities Exchange Act of 1934, Cotton States Life Insurance Company has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

             
 
       COTTON STATES LIFE INSURANCE COMPANY

Dated:
  January 3, 2005   By:   /s/ William J. Barlow
   
     
            Name:   William J. Barlow
Title:   Vice President of Finance and Controller