SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ALFA CORP

(Last)

(First)

(Middle)

P.O. BOX 11000

(Street)

MONTGOMERY

36191

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALFA CORP [ ALFA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2008		D⁽¹⁾		6,380.49	D	$22	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2007 Stock Option (Non-qualified)	$19.26	04/15/2008		D⁽²⁾			15,000	02/26/2008	02/25/2017	Common Stock	15,000	$2.74	0	D
Common Stock (right to buy)	$16.08	04/15/2008		D⁽²⁾			8,000	02/28/2007	02/28/2016	Common Stock	8,000	$5.92	0	D
Stock Option (right to buy)	$15.59	04/15/2008		D⁽²⁾			7,000	05/22/2007	05/21/2016	Common Stock	7,000	$6.41	0	D
Stock Option (right to buy)	$8.66	04/15/2008		D⁽²⁾			2,668	04/27/2001	04/26/2010	Common Stock	2,688	$13.34	0	D
Stock Option (right to buy)	$9.41	04/15/2008		D⁽²⁾			5,334	03/25/2002	03/25/2011	Common Stock	5,334	$12.59	0	D
Stock Option (right to buy)	$13.93	04/15/2008		D⁽²⁾			8,000	03/25/2003	03/25/2012	Common Stock	8,000	$8.07	0	D
Stock Option (right to buy)	$11.65	04/15/2008		D⁽²⁾			8,000	02/24/2004	02/24/2013	Common Stock	8,000	$10.35	0	D
Stock Option (right to buy)	$13.25	04/15/2008		D⁽²⁾			8,000	03/23/2005	03/23/2014	Common Stock	8,000	$8.75	0	D
Stock Option 2005	$14.43	04/15/2008		D⁽²⁾			8,000	02/28/2006	02/28/2015	Common Stock	8,000	$7.57	0	D

Explanation of Responses:

1. On April 15, 2008, Alfa Corporation ("Alfa Corp."), Alfa Mutual Insurance Company ("AMI"), Alfa Mutual Fire Insurance Company ("AMF" and together with AMI, the "Mutual Group") and Alfa Delaware Merger Sub, Inc. ("Merger Sub") completed the previously announced merger of Merger Sub with and into Alfa Corp. pursuant to the Agreement and Plan of Merger, dated as of November 4, 2007, among Alfa Corp., the Mutual Group and Merger Sub (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive $22.00 in cash, without interest.

2. Pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of Alfa Corp. common stock was cancelled in exchange for an amount in cash equal to the product of (1) the number of shares subject to such stock option, multiplied by (2) the excess of the per share merger consideration of $22.00 over the per share exercise price of such stock option.

	/s/ Alfred E. Schellhorn	04/17/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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