November 8, 2004


Via U.S. Mail and Fax (801) 575-5006

Randall A. Mackey, Esq.
Mackey Price Thompson & Ostler
350 American Plaza II
57 West 200 South
Salt Lake City, UT 84101-3663

Re:  	Southern Security Life Insurance Company
      Schedule 13E-3
	File No. 5-08486
	Filed September 28, 2004

	Revise preliminary proxy statement
      File No. 2-35669
      Filed October 1, 2004

Dear Mr. Mackey:

      We have reviewed the filing listed above and have the
following comments.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings. We look forward to working with you in these respects.
We welcome any questions you may have about our comments or on any
other aspect of our review.  Feel free to call me at the telephone
number listed at the end of this letter.

General

1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the filing persons are in possession of all facts relating
to their disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the filing persons acknowledging that:

* the filing persons are responsible for the adequacy and accuracy
of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in our review of your filing or in response to
our comments on your filing.

Schedule 13E-3

2. All of the disclosure required by Schedule 13E-3 must appear in
the proxy statement that you deliver to shareholders unless an
item(other than Items 7, 8, or 9) is inapplicable or the answer is in
the negative.  Refer to Rule 13e-3(e)(1) and Instruction 1 thereto.
Likewise, the Schedule 13E-3 should incorporate by reference the
disclosure contained in the Schedule 14A.  See General Instruction
G to Schedule 13E-3.  In this way, all of the relevant information
about these transactions appears in one place and is presented in
the most cogent manner possible.  Please revise to include the
disclosure that you present in the Schedule 13E-3 in an appropriate
section of the proxy statement. The comments below refer to the
disclosure where it now appears in the Schedule 13E-3, but we
anticipate that the revisions will be made in the proxy statement in
accordance with this comment.

3. Rule 13e-3 requires that each issuer and affiliate engaged in a
going private transaction file a Schedule 13E-3 and furnish all of
the required disclosures.  In this regard, tell us what
consideration you have given to including the officers and directors of
Southern Security Life Insurance as filing persons.  See Section II.D.3
of the Division of Corporation Finance`s "Current Issues and Rule making
Projects" outline, dated November 14, 2000 and available on the
SEC website at www.sec.gov.

4. See our last comment.  Please note that each new filing person
must individually comply with the filing, dissemination and
disclosure requirements of Schedule 13E-3.  Therefore, you will
need to revise the disclosure to include all of the information
required by Schedule 13E-3 and its instructions for any filing persons
added in response to the preceding comment.  For example, include a
statement as to whether each person believes the Rule 13e-3
transaction to be fair to unaffiliated security holders and an
analysis of the material factors upon which they relied in
reaching such a conclusion.  See Item 8 of Schedule 13E-3, Item 1014
of Regulation M-A and Q&A No. 5 of Exchange Act Release No. 34-17719
(April 13, 1981). You should also be sure that your revised
disclosure addresses each of our comments as to any new filers.

5. As you may be aware, Rule 13e-3(a)(3) defines a going private
transaction as "any transaction or series of transactions...which
has either a reasonable likelihood or purpose of producing" the
effects specified in paragraph (a)(3)(ii) of the Rule.  A going
private transaction may take place in multiple steps.  Explain
supplementally why the January 29, 2003 acquisition of Southern
Security`s stock by Security National Life Insurance Company should
not be considered the first step in this going private transaction.
See Q&A No. 4 in Exchange Act Release 34-17719 (April 13, 1981).  We
may have further comment after reading your response.

6. We do not see a Schedule 13D filing or a Schedule 14f-1 filing
for the corporate events that took place in December 1998.  Please
advise.

7. We do not see an amended Schedule 13D filing on January 29,
2003 when the filing person made additional stock purchases, or on
August 25, 2004 when the Reorganization Agreement was signed.  Please
advise us as to the reasons no filings were made, or file the amended
Schedule 13D promptly.

Our Position as to the Fairness of the Merger, page 4

8. Revise the disclosure to state whether the determination of the
board of directors as to the fairness of the transaction was
unanimous.

9. We note that this disclosure pertains to the board of Southern
Security Life Insurance.  Revise to state whether the other filing
persons concur in the determinations and the reasons that you
describe.

Opinion of Houlihan Valuation Advisors, page 4

10. Here and throughout your proxy statement, please clarify what
you mean by "minority stockholders."  The rules require that the
filing persons state whether they believe that the transaction is fair
to the unaffiliated stockholders.  Please revise.  Also ensure that
your definition of "unaffiliated stockholders" on page 1 of the proxy
statement does not include the company`s officers and directors.

11. We note that you have filed an executive summary of Houlihan
Valuation Advisors` opinion.  Please file the full opinion with
your amended document.  See Item 9 of Schedule 13E-3 and Item 1016(c)
of Regulation M-A.

Subject Company Information, page 6

12. Revise the Summary section and the body of the document to
highlight the fact that the transaction price is substantially
below the yearly high trading price in each of 2002, 2003 and 2004.
In addition, please revise your reference to a "premium" under Item
4(a)(iii) given the discount that the merger consideration
represents as compared to recent and historical market prices.

Identity and Background of the Filing Person, page 7

13. Revise this section to clarify the disclosure with respect to
each of the natural persons associated with each entity involved
in the transaction, and to include all of the disclosure required by
Item 1003 of Regulation M-A and General Instruction C to Schedule
13E-3.  Note that you should provide all of the information called
for by Items 3, 5, 6, 10 and 11 of Schedule 13E-3 for each
executive officer and director or other person ultimately in control
of a filing person pursuant to General Instruction C to Schedule 13E-3.

Terms of the Transaction, page 10

14. Expand your disclosure concerning the circumstances in which
Security National may terminate the transaction.

Past Contacts, Transactions, Negotiations and Agreements, page 11

15. Expand the disclosure in this section to describe the impact
of the transaction on the coinsurance and reinsurance agreements you
describe.  Quantify your response as much as possible.

16. Your response to Item 5(c) should include all of the
negotiations involved in the 1998, 2003 and 2004 transactions, as well
as the discussions connected with the reinsurance agreements.  Please
revise.

Items 7,8 and 9 pages 12-13

17. Our comments with respect to this item requirement are
included in our comments concerning the Schedule 14A.  You should revise
the Schedule 14A and include the revisions in your Schedule 13E-3 by
incorporating by reference.

Schedule 14A

18. Revise the description of the transaction to include the
number of shares that will be cashed out and the aggregate dollar amount
of the transaction.

19. Furnish the information required by Part C of Form S-4 and
paragraphs (b)(8)-(b)(11) of Item 14 of Schedule 14A with respect
to Southern Security Life Insurance Company.  See Instruction
2(b)(ii)to Item 14 of Schedule 14A.  To the extent that you are
incorporating this information by reference to your Form 10-K, you must
specifically identify each matter incorporated by reference.  See
Instruction 3 to Item 13 of Schedule 13E-3.  Also endure that you
revise to comply with all applicable requirements of Schedule 14A
regarding incorporation by reference.  For instance, Note D.1 to
Schedule 14A requires a statement on the last page of the proxy
statement as to which documents or portions of documents are
incorporated by reference.

20. It is not clear to us why Proposals 1 and 3 are included in
your solicitation.  Did you mean to condition those proposals on the
failure of Proposal 2?  Please advise why you are holding an
annual meeting at this time.

21. Tell us when you intend to send broker search cards.  Confirm
your understanding that, pursuant to Rule 14a-13, the cards must
be sent at least 20 business days prior to the record date.

22. Disclose how abstentions and broker non-votes are counted for
purposes of the proposals relating to the election of directors
and ratification of the auditor.

23. Please revise the structure of your proxy statement so that
all of the disclosure required by Items 7, 8 and 9 of Schedule 13E-3
appears in a "Special Factors" section at the beginning of the
proxy statement, immediately following the Summary.  Refer to Rule
13e-3(e)(1)(ii).

24. Revise the cover page to prominently disclose that the
acquirer and it affiliates own approximately 76.7% of the company`s
outstanding common shares, thus assuring approval of the merger
proposal.

Summary Term Sheet, page 1

25. The Summary Term Sheet must include all of the information
that shareholders need to understand the essential features and
significance of the proposed transaction.  See Item 1001 of
Regulation M-A.  Revise your Summary to include a brief
description of the structure of the transaction, the parties, the
reasons for entering into the transaction, the price, whether there
was any negotiation of the price and whether the board considered any
alternatives to the transaction.  Explain in the summary section
that there was no independent committee to consider the transaction,
no majority vote of the unaffiliated shareholders is required to
approve it, and there was no market check to determine the value of
the company.  Avoid disclosure that is conclusory or repetitive of
disclosure elsewhere in the document.

26. Highlight in the Summary that this is a taxable transaction.
27. Your description of Houlihan Valuation Advisors should
highlight the fact that the board retained Houlihan to value the
company and opine as to the fairness of the transaction.  Amend
your disclosure to address the inherent conflict of interest that
arose when Houlihan assumed these dual roles.

28. Amend your discussion of the position of Security National
Financial Corporation and its affiliates with respect to the
fairness of the transaction to specifically state what information they
considered in connection with the proposed merger.  The statement
that "Their belief is based upon their knowledge and analysis of
available information regarding the Company" does not offer
shareholders any useful information.

29. Highlight in the Summary the effect of the Administrative
Services Agreement and the two coinsurance agreements on the
financial condition of both Southern Security Life and Security
National.

30. Explain in the Summary section that none of the officers and
directors are paid by Southern Security Life, and disclose what
payments are made to each individual affiliate by Security
National and its affiliates.

Certain Questions and Answers About the Merger, page 5

31. It is not clear why you need both a Summary section and a
Question and Answer section.  Consider eliminating the Question
and Answer section and combining these two sections of your
document to make the disclosure easier to read.

Participants, page 8

32. Revise your disclosure to include the information required by
Item 5 of Schedule 14A for each of the entities and individuals
involved in the transaction.  Break the disclosure down by entity,
so that it is clear what persons assume the roles of director and
officer for each of the covered entities.

Cautionary Statement Concerning Forward Looking Information,
page 8

33. We note your reference to the Private Securities Litigation
Reform Act of 1995.  The Act does not apply to statements made in
connection with a going private transaction.  See Section
21E(b)(1)(E) of the Securities Exchange Act of 1934.  Revise your
Schedule 14A to clearly acknowledge this, and do not refer to the
Private Securities Litigation Reform Act of 1995 in future
communications relating to this transaction.

Special Factors, page 9

34. Expand your discussion of the background of the transaction to
describe all meetings, negotiations, contacts, etc., among the
filing persons, the board and management.  Identify the participants
in and initiator of each meeting or contact, disclose the date of each
meeting or contact and revise your discussion of those meetings to
provide the reader with more of a sense of the content of those
discussions.  The revised disclosure should include the following,
which is not intended to be an exhaustive list:

* the material events involving the affiliates leading up to the
merger, beginning with the 1998 stock acquisition;
* who first proposed the possibility of going private and when
this occurred;
* the relationship between Southern National Life Insurance and
the company`s board and management;
* how the offer price was selected, including the role of the
fairness advisor in determining the price; and
* what specific issues, if any, that were addressed by Southern
National with Houlihan during its presentation.

Purposes, Alternatives, Reasons and Effects

35. The factors supporting the merger must be explained in enough
detail for investors to understand them.  Revise your disclosure
to address all of the requirements of Item 1013 of Regulation M-A,
including:

* the fact that the board and the affiliates did not consider any
alternatives to the transaction;
* the reasons for entering into the transaction, and the reasons
for entering into it now, both from the standpoint of the company and
the affiliates;
* the effects of the transaction, on the company, the affiliates
and the unaffiliated shareholders, including both the benefits and
the detriments of the transaction to each person or entity;
* quantified disclosure with respect to the effects of the
transaction, such as the estimated amount of expenses you expect
to save as a result of terminating registration; and
* the effects of the transaction on each affiliate`s interest in
the net book value and net earnings of Southern Security Life
Insurance, both in terms of dollar amount and percentages.

Again, this is not intended to be an exhaustive list.  Consider
Instruction 1 to Item 1013 of Regulation M-A in drafting your
disclosure, and keep in mind that the effect of the transaction is
not the same as the purpose.

Fairness of the Going Private Transaction

36. Your document must include a detailed description of the
Reasons why each of the filing persons believes that the transaction is
fair, and the basis for that belief, as required by Item 1014 of
Regulation M-A.  Please use the following six comments as a guide in
drafting your response.

37. Each filing person, including the boards of each of the
entities and the individual filers, must make a determination as to the
substantive and procedural fairness of the transactions to the
unaffiliated stockholders.  See Item 1014 of Regulation M-A.
Please ensure that each time you address the fairness of the transaction,
you clarify that the determination is being made as to the
unaffiliated stockholders.  See Q&A No. 19 in Exchange Act Release
No. 34-17719 (April 13, 1981).

38. Once you clearly state the board and each filing person`s
position with respect to the fairness of the transaction, also
revise to disclose the basis for that position.  If the board or any of
the filing persons based their conclusions on the analysis of Houlihan
Valuation Advisors, the individual or entity must specifically
adopt that analysis in the disclosure.

39. Instruction (3) to Item 1014 of Regulation M-A provides that
"conclusory statements...will not be sufficient disclosure for
Item 1014(b)."  The discussion of factors considered in determining the
fairness of the proposed transaction should therefore address each
of the factors set forth in general instruction (2) to Item 1014 of
Regulation M-A.  Expand your discussion to explain how the board
and the  other filing persons considered each factor, and to state
specifically how they determined the transaction to be fair.  If
the board or any filing person`s conclusion was that one or more of
the factors were not material, please disclose the bases for such
conclusions.  See Q&A No. 21 in Exchange Act Release No. 17719
(April 13, 1981).

For example, discuss what consideration the filing persons gave to
prior purchases as required by Instruction 2(vi) to Item 1014 of
Regulation M-A.  In this regard, we note that the earlier
acquisition of shares was at the merger price, with no control premium.
Please revise.  As another example, address how the filing persons
reached a fairness determination given that the merger consideration is set
at a discount to recent and historical market prices pursuant to
Instruction 2(i) and (ii) to Item 1014 of Regulation M-A.

40. Your discussion of the factors considered by the filing
Persons should include two lists.  Clearly identify one list of factors
favoring the merger transaction and one list of factors not
supporting the transaction, if any.

41. In your disclosure regarding fairness determinations made by
filing persons, state whether each filing person has determined
that the proposed transaction is procedurally fair despite the absence
of the safeguards identified in Item 1014(c) of Regulation M-A, the
approval of the unaffiliated security holders (particularly while
considering that approval of the transaction is assured by
Security National and its affiliates), and Item 1014(d) of Regulation
M-A, the appointment of an unaffiliated representative to negotiate on
behalf of the unaffiliated security holders.

Reports, Opinions, Appraisals and Negotiations

42. Discuss the fairness advisor to the transaction, and the
analyses they performed, in a separate section.  In that section,
address all of the requirements of Item 1015 of Regulation M-A with
respect to Houlihan Valuation Advisors, including:

* whether the advisor recommended the amount of consideration to
be paid in the going private transaction pursuant to Item 1015(b)(5)
of Regulation M-A;
* a more detailed summary of the analyses the advisor performed
for both the valuation report and the fairness opinion, including the
multiples (and how the advisor arrived at the various multiples),
ranges, means/medians and quantified values that it calculated for
each analysis and any assumptions that it made;
* any instructions given to or any limitations imposed on the
advisor in accordance with Item 1015(b)(6); and
* the statement regarding the availability of documents as
required by Item 1015(c) of Regulation M-A.

43. Please supplementally send us a copy of the board books and
any other materials prepared by Houlihan Valuation Advisors to assist
Southern National, the board and the affiliates in evaluating the
merger.  All written materials that Houlihan prepared and
distributed to the board, Southern National or other filing persons
should be filed as exhibits to the Schedule 13E-3 pursuant to Item 9
of Schedule 13E-3 and Item 1016(c) of Regulation M-A.  Also provide a
detailed summary of all of the reports that Houlihan made to the
board and to Southern National, both oral and written, in
connection with the transaction.

44. We note the reference to certain financial forecasts on page 2
of the Executive Summary of the Fairness Opinion filed as Appendix B.
Disclose all of the financial forecasts that management provided
to Houlihan Valuation Advisors or any projections that the advisor
developed.  In addition, disclose and quantify the material
assumptions underlying the forecasts.

45. Disclose the amount of the fee paid to Houlihan Valuation
Advisors, including any amount that is contingent on the closing
of the transaction.  Refer to Item 1015(b)(4) of Regulation M-A.

46. In your discussion of Houlihan Valuation Advisors in the
Schedule 13E-3, you write that they opined that the transaction was
fair "assuming that the transaction is consummated as proposed at a
common share price of $3.84 per share, and that the minority
stockholders are receiving adequate consideration in the transaction
in exchange for the sale of their common stock." (Emphasis added).
Houlihan is not entitled to assume its conclusion in determining
whether the transaction is fair.  Please revise.

Election of Directors, page 10

47. Revise to address all of the disclosure requirements of Item 7
of Schedule 14A, including the following:

* the basis for the board`s apparent view that it is appropriate
not to have a nominating committee and the identity of those directors
who participate in the consideration of director nominees (Item
7(d)(2)); and
* information relating to security holder communications (Item
7(h)).

U.S. Federal Income Tax Consequences, page 19

48. Please include a thorough discussion of the federal tax
consequences of the Rule 13e-3 transaction on the company and each
filing party.  See Item 1013(d) of Regulation M-A.

Form of Proxy Card

49. Revise proposals 2 through 4 to include boxes whereby
shareholders can indicate their abstention as required by Rule
14a-4(b)(1).

Closing Comments

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your amendment and responses to our comments.

        You may contact me at (202) 942-1762 with any questions.

      							Sincerely,



								Julia E. Griffith
								Special Counsel
								Office of Mergers and
								Acquisitions