Edgar Filing: O BRYANT ALLAN

Form 5

	FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response.........1.0
[ ]		Check this box if no longer subject to Section 16. Form 4 or Form 5 obli- gations may continue. See Instruc- tion 1(b).
[ ]		Form 3 Holdings Reported
[ ]		Form 4 Transactions Reported

1. Name and Address of Reporting Person*

O'Bryant, Allan

2. Issuer Name and Ticker or Trading Symbol

AFLAC INCORPORATED (AFL)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director

10% Owner

Officer (give
title below)

Other (specify
below)

President AFLAC Int'l Inc.

(Last) (First) (Middle)

7405 Winding Ridge Road

3. I.R.S. Identification
   Number of Reporting
   Person, if an entity
   (Voluntary)

4. Statement for Month/Year

12/31/2002

7. Individual or Joint/Group Reporting
(check applicable line)

5. If Amendment, Date of
Original (Month/Year)

Form Filed by One Reporting Person

(Street)

Columbus, GA 31904

Form Filed by More than One Reporting Person

(City) (State) (Zip)

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
    action
    Date
   (Month/
    Day/
   Year)

2A. Deemed
      Execu-
      tion
      Date, if
      any
     (Month/
      Day/
      Year)

3. Trans-
    action
    Code
    (Instr.8)

4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of
    Securities Ben-
    eficially Owned
    at end of
    Issuer's Fiscal
    Year
    (Instr. 3 and 4)

6. Owner-
    ship
    Form: Di-
    rect (D)
    or Indi-
    rect (I)
    (Instr. 4)

7. Nature of
    Indirect
    Beneficial
    Ownership
   (Instr. 4)

Amount

(A) or
(D)

Price

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(Over)
SEC2270 (9-02)

FORM 5 (continued)

Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security (Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deriva-
    tive Sec-
    urity

3. Trans
    -action
    Date
   (Month/
    Day/
    Year)

3A. Deem
      -ed Ex-
      ecution
      Date, if
      any
     (Month/
       Day/
       Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriva-
    tive Securities Ac-
    quired (A) or Dis-
    posed of (D)
    (Instr. 3, 4 and 5)

6. Date Exercis-
    able and Expi-
    ration Date
    (Month/Day/
     Year)

7. Title and Amount of Underly-
ing Securities
(Instr. 3 and 4)

8. Price
    of
    De-
    riva-
    tive
    Secu-
    rity
(Instr. 5)

9. Number
   of De-
   rivative
   Securi-
   ties Ben-
   eficially
   Owned
   at End of
   Year
   (Instr. 4)

10. Owner-
      ship of
      Deriva-
      tive Se-
      curity:
      Direct
      (D) or
      Indirect
      (I)
      (Instr. 4)

11. Nature of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

(A)

(D)

  Date
  Exer-
  cisable

  Expira-
  tion
  Date

Title

Amount or
Number of
Shares

Stock Units

12/31/01 (1)

1,295

(1)

Common Stock

1,295

(1)

Stock Units

12/31/02 (2)

5,273

(2)

Common Stock

5,273

(2)

19,022

Explanation of Responses:

(1) The phantom stock units were accrued under AFLAC Incorporated Executive Deferred Compensation Plan (EDCP). The EDCP holds Stock Units on the
reporting party's behalf representing the value of the Common Stock. The stock units were accrued between 06/01/01 to 12/31/01 at prices ranging from
$24.6685 to $33.2525.
(2) The phantom stock units were accrued under AFLAC Incorporated's Executive Deferred Compensation Plan (EDCP). The EDCP holds Stock Units on the
reporting party's behalf representing the value of the Common Stock. The stock units were accrued between 01/01/02 through 06/06/02 at prices ranging from
$26.4589 to $31.1944.



**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	By: Patricia A. Bell For: Allan O'Bryant

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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SEC2270 (9-02)