SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                                      
For Fiscal Year Ended December 31, 2000                   Commission File Number 0-11773
---------------------------------------                                          -------
                                      ALFA CORPORATION
                                      ----------------
             (Exact name of registrant as specified in its charter)

       Delaware                                                               63-0838024
----------------------------------------------------------------------------------------
(State or Other Jurisdiction of                                            (IRS Employer
Incorporation or Organization)                                       Identification No.)

2108 East South Boulevard
P. O Box 11000, Montgomery, Alabama                                           36191-0001
----------------------------------------------------------------------------------------
(Address of principal executive offices)                                      (Zip-Code)

Registrant's Telephone Number including Area Code                         (334) 288-3900
                                                    ------------------------------------

         Securities registered pursuant to Section 12 (b) of the Act:

                                     None
    -----------------------------------------------------------------------

         Securities registered pursuant to Section 12 (g) of the Act:

                    Common Stock, par value $1.00 per share
    -----------------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes   X                No_________
                           --------

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of February 28, 2001, was $367,299,710.

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the close of the period covered by this report.

    Class                                       Outstanding December 31, 2000
----------------                                -----------------------------
Common Stock, $1.00 par value                          39,148,527 shares

                      DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's annual report to security holders for the fiscal year
ended December 31, 2000, and proxy statement for the annual meeting of
stockholders to be held April 26, 2001, are incorporated by reference into Part
II and Part III.


Part I
------

Item 1.  Business.

     Alfa Corporation is a financial services holding company which operates
predominantly in the insurance industry through its wholly-owned subsidiaries
Alfa Life Insurance Corporation (Life), Alfa Insurance Corporation (AIC), Alfa
General Insurance Corporation (AGIC), Alfa Agency Mississippi, Inc. and Alfa
Agency Georgia, Inc. Other wholly-owned noninsurance subsidiaries include Alfa
Financial Corporation (Financial), Alfa Investment Corporation, Alfa Builders,
Inc. (Builders), Alfa Realty, Inc. (Realty) and Alfa Benefits Corporation (ABC),
which are engaged in consumer financing, commercial leasing, real estate
investments, residential and commercial construction, real estate sales and
benefit services for the Alfa Group.

     Alfa Corporation is affiliated with the Alfa Mutual Insurance Companies
(the Mutual Group), which collectively own 51.8% of Alfa Corporation's common
stock, their largest single investment. Alfa Corporation and its subsidiaries
(the Company) together with the Mutual Group comprise the Alfa Group (Alfa). The
Company's common stock is traded on the NASDAQ Stock Market's National Market
under the symbol ALFA.

     Alfa Corporation's insurance subsidiaries write life insurance in Alabama,
Georgia and Mississippi and property and casualty insurance in Georgia and
Mississippi. Its property and casualty business is pooled with that of the Alfa
Mutual Insurance Companies which write property and casualty business in
Alabama. Approximately 82.8% of the Company's property and casualty premium
income and 72.6% of its total premium income for 2000 was derived from the
Company's participation with the Mutual Group in a Pooling Agreement. Effective
August 1, 1987, the Company entered into a property and casualty insurance
Pooling Agreement (the "Pooling Agreement") with Alfa Mutual Insurance Company
(Mutual), and other members of the Mutual Group. On January 1, 2001, Alfa
Specialty Insurance Corporation (Specialty), a subsidiary of Mutual, will also
become a participant in the Pooling Agreement. The Mutual Group is a direct
writer primarily of personal lines of property and casualty insurance in
Alabama. The Company's subsidiaries similarly are direct writers in Georgia and
Mississippi. Both the Mutual Group and the Company write preferred risk
automobile, homeowner, farmowner and mobile home insurance, fire and allied
lines, standard risk automobile and homeowner insurance, and a limited amount of
commercial insurance, including church and businessowner insurance. Specialty is
a direct writer primarily of nonstandard risk automobile insurance. Under the
terms of the Pooling Agreement, the Company cedes to Mutual all of its property
and casualty business. Substantially all of the Mutual Group's direct property
and casualty business (together with the property and casualty business ceded by
the Company) is included in the pool. Mutual currently retrocedes 65% of the
pool to the Company and retains 35% within the Mutual Group. Effective January
1, 2001, Specialty's property and casualty business will likewise be included in
the pool. On October 1, 1996, the Pooling Agreement was amended in conjunction
with the restructuring of the Alfa Insurance Group's catastrophe protection
program. Effective November 1, 1996, the allocation of catastrophe costs among
the members of the pool was changed to better reflect the economics of
catastrophe finance. The amendment limited Alfa Corporation's participation in
any single catastrophic event or series of disasters to its pool share (65%) of
$10 million unless the loss exceeded $249 million on a 100% basis in which case
the Company's share in the loss would be based upon its amount of surplus
relative to the other members of the group. Due to increases in insured property
risks, an amendment was made increasing Alfa Corporation's participation limits
from its pool share of $10 million level to $11 million beginning July 1,1999.
This limit has been amended effective January 1, 2001 to $11.4 million. During
2000, the Company's share of losses exceeding $249 million would have been 13%.
These parameters have been amended to $284 million and 14% as of January 1,
2001.

                                      I-1


     The Boards of Directors of the Mutual Group and of the Company's property
and casualty insurance subsidiaries have established the pool participation
percentages and must approve any changes in such participation. The Alabama
Insurance Department reviewed the Pooling Agreement and the Department
determined that the implementation of the Pooling Agreement did not require the
Department's approval.

     A committee consisting of two members of the Boards of Directors of the
Mutual Group, two members of the Board of Directors of the Company and Jerry A.
Newby, as chairman of each such Board, has been established to review and
approve any changes in the Pooling Agreement. The committee is responsible for
matters involving actual or potential conflicts of interest between the Company
and the Mutual Group and for attempting to ensure that, in operation, the
Pooling Agreement is equitable to all parties. Conflicts in geographic markets
are currently minimal because the Mutual Group writes property and casualty
insurance only in Alabama and at present all of such insurance written by the
Company is outside of Alabama. The Pooling Agreement is intended to reduce
conflicts which could arise in the selection of risks to be insured by the
participants by making the results of each participant's operations dependent on
the results of all of the Pooled Business. Accordingly, the participants should
have substantially identical underwriting ratios for the Pooled Business
excluding catastrophes as long as the Pooling Agreement remains in effect. See
"Property and Casualty Business" section regarding impact of catastrophes.

     The participation of the Company in the Pooling Agreement may be changed or
terminated without the consent or approval of the shareholders, and the Pooling
Agreement may be terminated by any party thereto upon 90 days notice. Any such
termination, or a change in the Company's allocated share of the Pooled
Business, inclusion of riskier business or certain types of reinsurance assumed
in the pool, or other changes to the Pooling Agreement, could have a material
adverse impact on the Company's earnings. Participants' respective abilities to
share in the Pooled Business are subject to regulatory capital requirements.

                                      I-2


     The Company reports operating segments based on the Company's legal
entities, which are organized by line of business, with property and casualty
insurance as one segment, life insurance as one segment, non-insurance business
composed of consumer financing, commercial leasing, residential and commercial
construction and real estate sales as one segment, and corporate operations as
one segment. All investing activities are allocated to the segments based on the
actual assets, investments and cash flows of each segment.

     Segment profit or loss for the property and casualty operating segment is
measured by underwriting profits and losses as well as by total net profit.
Segment profit or loss for the life insurance segment, the noninsurance segment
and the corporate segment is measured by total net profit. Segment expenses are
borne by the segment which directly incurred such expense or are allocated based
on the Management and Operating Agreement discussed in Note 3 of the Company's
annual report to security holders for the year ended December 31, 2000 as
included in Exhibit 13. Presented below is summarized financial information for
the Company's four business segments as of and for the years ended December 31,
2000, 1999 and 1998:



                                                Years Ended December 31,
                                   --------------------------------------------------
                                              2000           1999            1998
                                   --------------------------------------------------
                                    (in thousands, except share and per share data)
                                                               
Premiums and Other
 Revenues
Property and Casualty
 insurance                                   $406,628       $388,495       $374,416
Life Insurance                                 99,128         88,883         82,859
Non-insurance Operations                        9,163          7,917          6,012
Corporate                                      (4,266)        (2,752)        (1,804)
                                   --------------------------------------------------
Premiums and Revenues
 before Eliminations                         $510,653       $482,543       $461,483
Eliminations                                     (340)          (282)          (497)
                                   --------------------------------------------------
Total Premiums and
 other Revenues                              $510,313       $482,261       $460,986
                                   ==================================================

Net Income
Insurance Operations
Property and Casualty
 insurance                                   $ 49,551       $ 49,492       $ 41,581
Life Insurance                                 17,977         11,597         15,645
                                   --------------------------------------------------
Total Insurance Operations                   $ 67,528       $ 61,089       $ 57,226
Non-insurance Operations                        1,550          3,092          2,192
Net Realized Investment Gains                   3,424          3,289          2,858
Corporate Expenses                             (5,681)        (2,913)        (5,560)
                                   --------------------------------------------------
Net Income                                   $ 66,821       $ 64,557       $ 56,716
                                   ==================================================
  Net Income Per Share
         Basic                                  $1.71          $1.61          $1.39
                                   ==================================================
         Diluted                                $1.70          $1.60          $1.38
                                   ==================================================
Weighted Average
Shares Outstanding
         Basic                             39,168,102     39,980,880     40,834,232
                                   ==================================================
         Diluted                           39,407,152     40,235,690     41,148,258
                                   ==================================================

                                      I-3


Property and Casualty Business:
------------------------------

  The Alfa Insurance Group's primary business is personal lines property and
casualty insurance, which accounts for over 75% of total premiums and over 70%
of total revenues. Automobile and homeowners insurance account for approximately
85% of property and casualty premiums. In Alabama, the Alfa Insurance Group
enjoys a 20% share of the personal automobile and homeowners markets, second
only to State Farm. The Company is a direct writer and distributes its products
utilizing the employee/agent sales force of Mutual. The following table shows
the Company's premium distribution by product in property and casualty insurance
for 2000:

                   Automobile                         64.8%
                   Homeowner                          19.9%
                   Farmowner                           5.4%
                   Commercial                          4.7%
                   Manufactured Home                   3.2%
                   Other                               2.0%
                                                   --------
                                                     100.0%
                                                   ========

     The following table sets forth the components of property and casualty
insurance earned premiums, net underwriting income (loss), GAAP basis loss,
expense and combined ratios, underwriting margin, net investment income and
operating income for the years ended December 31, 2000, 1999 and 1998:



                                                     Years ended December 31,
                                         --------------------------------------------
                                               2000          1999         1998
                                         --------------------------------------------
                                                        (in thousands)
                                                               
Earned premiums
       Personal lines                       $ 359,862      $341,248      $330,511
       Commercial lines                        13,589        13,044        12,354
       Pools, associations
         and fees                               4,012         3,908         4,036
       Reinsurance ceded                       (1,344)       (1,230)       (1,161)
                                         --------------------------------------------
            Total                            $376,119      $356,970      $345,740
                                         ============================================
Net underwriting income                      $ 38,046      $ 41,040      $ 33,183
                                         ============================================
Loss ratio                                       61.2%         60.2%         62.8%
LAE ratio                                         4.7%          4.8%          5.0%
Expense ratio                                    24.0%         23.5%         22.6%
                                         --------------------------------------------
GAAP basis combined ratio                        89.9%         88.5%         90.4%
                                         ============================================
Underwriting margin                              10.1%         11.5%          9.6%
                                        =============================================
Net investment income                        $ 29,645      $ 27,601      $ 25,992
                                         ============================================
Operating income before tax                  $ 68,050      $ 70,064      $ 59,156
                                         ============================================
Operating income, net of tax                 $ 49,551      $ 49,492      $ 41,581
                                         ============================================




                                      I-4


     The Company's strategy in property and casualty business has been to
operate primarily in its niche, personal lines insurance, and to strive to be
the low-cost producer, thereby attracting and underwriting to achieve a
preferred, profitable book of business. The Company's objective is to operate
with an underwriting profit. Historically, this objective has been met except
for five years, which were primarily impacted by catastrophic weather. In the
wake of Hurricanes Opal and Erin, Alfa initiated intense studies of its
catastrophe management strategy. Effective November 1, 1996, Alfa restructured
the catastrophe program and amended the intercompany pooling agreement to
allocate catastrophe losses among the members of the pool in a fashion that more
equitably reflects the realities of catastrophe finance. As a result, Alfa
Corporation's share of the Alfa Group's storm-related losses has been
substantially reduced, thus providing much greater earnings stability and growth
potential. The lower exposure also means a substantial reduction in reinsurance
costs. Alfa Group pooled catastrophe losses for 2000 and 1998 totaled
approximately $26 million and $45 million, respectively. The Company's share of
such losses totaled $7.2 million and $6.5 million in 2000 and 1998,
respectively. No catastrophe losses were incurred in 1999.

     The Company's business is concentrated geographically in Alabama, Georgia
and Mississippi. Accordingly, unusually severe storms or other disasters in
these contiguous states might have a more significant effect on the Company than
on a more geographically diversified insurance company. Unusually severe storms,
other natural disasters and other events could have an adverse impact on the
Company's financial condition and operating results. However, the Company
believes that its current catastrophe protection program, which began November
1, 1996, will reduce the earnings volatility caused by such catastrophe
exposures.

Life Insurance:
--------------

     Life directly writes individual life insurance policies consisting
primarily of ordinary whole life, term life, interest sensitive whole life and
universal life products in Alabama, Georgia and Mississippi and distributes
these products utilizing the same employee/agent sales force used in the
property and casualty business. In the highly fragmented life insurance market
in Alabama, Alfa ranks second in market share.

     Life offers several different types of whole life and term insurance
products. As of December 31, 2000, Life had in excess of $13.6 billion of life
insurance in force. As of December 31, for each year indicated the Company had
insurance in force as follows:

                                       2000           1999              1998
                                ------------------------------------------------
                                                 (in thousands)

         Ordinary Life            $ 13,557,381    $ 11,970,328     $ 10,955,347
         Credit Life              $      8,217    $      6,853     $      6,990
         Group Life               $     38,835    $     38,354     $     37,712







                                       I-5


The following table sets forth life insurance premiums and policy charges, by
type of policy, net investment income, benefits and expenses and life insurance
operating income for the years ended December 31, 2000, 1999, and 1998:



                                                              Years Ended December 31,
                                                     -------------------------------------
                                                      2000            1999           1998
                                                     -------------------------------------
                                                                 (in thousands)
                                                                       
Premiums and Policy Charges
    Universal life policy charges                    $15,014        $13,607        $12,381
    Universal life policy charges- COLI                2,488          2,234          2,133
    Interest sensitive life policy charges            10,509          9,518          9,727
    Traditional life insurance premiums               24,743         22,678         21,494
    Group life insurance premium                         324            323            364
                                                     -------------------------------------
             Total                                   $53,078        $48,360        $46,099
                                                     =====================================
Net investment income                                $41,958        $37,873        $34,890
                                                     =====================================
Benefits and expenses                                $62,966        $64,286        $52,980
                                                     =====================================
Operating income before tax                          $24,841        $15,200        $21,988
                                                     =====================================
Operating income, net of tax                         $17,977        $11,597        $15,645
                                                     =====================================


     A discussion of the Company's operating results shown above is included on
page 5 of Exhibit 13 representing page 14 of the Company's annual report to
security holders for the year ended December 31, 2000.

     Life generally reinsures all life insurance risks in excess of $350,000 on
any one life for the purpose of limiting the liability of Life with respect to
any one risk and providing greater diversification of its exposure. When Life
reinsures a portion of its risk it must cede the premium income to the reinsurer
who reinsures the risk, thereby decreasing the income of Life.

     Life performs various underwriting procedures and blood testing for AIDS
and other diseases before issuance of insurance.

Investments:
-----------

     The Company's income is directly affected by its investment income or loss
from its investment portfolio. The capital and reserves of the Company are
invested in assets comprising its investment portfolio. The insurance laws
prescribe the nature and quality of investments that may be made, and included
in its investment portfolio. Such investments include qualified state, municipal
and federal obligations, high quality corporate bonds and stocks, mortgage
backed securities, mortgages and certain other assets.

     The Company's investment philosophy is long-term and value oriented with
focus on total return for both yield and growth potential. During the past ten
years, invested assets have grown from $437.7 million to over $1.3 billion at
the end of 2000, a compound annual growth rate of 12.7%. During that same period
investment income has more than doubled, growing from $32.2 million to over
$72.8 million. At year-end, the value of unrealized gains in Alfa's portfolio
was $45.4 million, net of tax. The portfolio was invested 69.9% in fixed income
securities, 8.5% in equities, 4.1% in short-term marketable securities and 17.5%
in other investments, which include consumer loans, commercial leases,
partnerships and less than 0.1% in real estate and mortgage loans.


                                       I-6


     The rating of the Company's portfolio of fixed maturities using the
Standard & Poor's rating categories is as follows at December 31, 2000 and 1999:

                                                              December 31,
                                                       -------------------------
                                                         2000             1999
                                                       -------------------------
         AAA to A-                                      90.6%             89.8%
         BBB+ to BBB-                                    8.3%              9.2%
         BB+ and below (below investment grade)          1.1%              1.0%
                                                       -------------------------
                                                       100.0%            100.0%
                                                       =========================

     For more information about the Company's investments, see the investment
section of Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages 15 through 18 of the Company's annual report to
security holders for the fiscal year ended December 31, 2000, which is
incorporated herein by reference in Item 7.

Reserves
--------

     The Company's property and casualty insurance subsidiaries are required to
maintain reserves to cover their estimated ultimate liability for losses and
loss adjustment expenses with respect to reported and unreported claims
incurred. The Company's life insurance subsidiary is required to maintain
reserves for future policy benefits. To the extent that reserves prove to be
inadequate in the future, the Company would have to increase such reserves and
incur a charge to earnings in the period such reserves are increased which could
have a material adverse effect on the Company's results of operations and
financial condition. The establishment of appropriate reserves is an inherently
uncertain process and there can be no assurance that ultimate losses will not
materially exceed the Company's loss reserves. Reserves are estimates involving
actuarial and statistical projections at a given time of what the Company
expects to be the cost of the ultimate settlement and administration of claims
based on facts and circumstances then known, estimates of future trends in
claims severity and other variable factors.

     Property and Casualty Reserves: With respect to reported claims, reserves
are established on a case-by-case basis. The reserve amounts on each reported
claim are determined by taking into account the circumstances surrounding each
claim and policy provision relating to the type of loss. Loss reserves are
reviewed on a regular basis and, as new data becomes available, appropriate
adjustments are made to reserves.

     For incurred but not reported ("IBNR") losses, a variety of methods have
been developed in the insurance industry for determining estimates of loss
reserves. One common method of actuarial evaluation, which is used by the
Company, is the loss development method. This method uses the pattern by which
losses have been reported over time and assumes that each accident year's
experience will develop in the same pattern as the historical loss development.

     Reserves are computed by the Company based upon actuarial principles and
procedures applicable to the lines of business written by the Company. These
reserve calculations are reviewed regularly by management and as required by
state law, the Company periodically engages an independent actuary to render an
opinion as to the adequacy of statutory reserves established by management,
whose opinions are filed with the various jurisdictions in which the Company is
licensed. Based upon practice and procedures employed by the Company, without
regard to independent actuarial opinions, management believes that the Company's
reserves are adequate.

                                       I-7


   Life Reserves: The life insurance policy reserves reflected in the Company's
financial statements as future policy benefits are calculated based on generally
accepted accounting principles. These reserves, with the addition of premiums to
be received and the interest thereon compounded annually at assumed rates, must
be sufficient to cover policy and contract obligations as they mature.
Generally, the mortality and persistency assumptions used in the calculation of
reserves are based on company experience. A list of the assumptions used in the
calculation of Life's reserves are reported in the financial statements (See
Note 6 - Future Policy Benefits, Losses and Loss Adjustment Expenses in the
Notes to Consolidated Financial Statements on page 33 of the Company's annual
report to security holders for the year ended December 31, 2000, incorporated
herein by reference).

   Activity in the liability for unpaid losses and loss adjustment expenses,
prepared in accordance with generally accepted accounting principles, is
summarized as follows:



                                            2000                             1999                               1998
                         --------------------------------------------------------------------------------------------------------
                                 Property and                     Property and                        Property and
                                   Casualty        Life             Casualty          Life              Casualty          Life
                         --------------------------------------------------------------------------------------------------------
                                                                                                  
Balance at January 1,          $143,148,690     $ 3,290,410      $138,030,306      $ 2,812,704        $132,086,208    $ 2,243,041
Less Reinsurance
    recoverables
    on unpaid losses             (1,828,994)       (295,000)         (759,568)        (353,195)           (960,376)      (123,474)
                            -----------------------------------------------------------------------------------------------------
Net balance at
    January 1,                  141,319,696       2,995,410       137,270,738        2,459,509         131,125,832      2,119,567
                            -----------------------------------------------------------------------------------------------------
Incurred related to:
    Current year                266,087,327      16,022,555       249,992,384       14,512,337         253,369,653     15,160,885
    Prior years                 (18,427,579)         65,933       (17,849,537)        (298,357)        (18,725,403)       (17,517)
                            -----------------------------------------------------------------------------------------------------
    Total incurred              247,659,748      16,088,488       232,142,847       14,213,980         234,644,250     15,143,368
                            -----------------------------------------------------------------------------------------------------
Paid related to:
    Current year                188,870,000      13,916,158       169,943,000       12,957,553         175,544,000     14,010,044
    Prior years                  56,713,478       1,724,568        58,150,889          720,526          52,955,344        793,382
                            -----------------------------------------------------------------------------------------------------
    Total paid                  245,583,478      15,640,726       228,093,889       13,678,079         228,499,344     14,803,426
                            -----------------------------------------------------------------------------------------------------
Net balance at
    December 31,                143,395,966       3,443,172       141,319,696        2,995,410         137,270,738      2,459,509
Plus reinsurance
    recoverables
    on unpaid losses              1,681,098       1,451,651         1,828,994          295,000             759,568        353,195
                            -----------------------------------------------------------------------------------------------------
Balance at
    December 31,               $145,077,064     $ 4,894,823      $143,148,690      $ 3,290,410        $138,030,306    $ 2,812,704
                            =====================================================================================================


The liability for estimated unpaid losses and loss adjustment expenses is based
on a detail evaluation of reported losses and of estimates of incurred but not
reported losses. Adjustments to the liability based on subsequent developments
are included in current operations. Because the Company is primarily an insurer
of private passenger motor vehicles and of single family homes, it has limited
exposure for environmental, product and general liability claims. The Company
does not believe that any such claims will have a material impact on the
Company's liquidity, results of operations, cash flows or financial condition.

                                       I-8


Other Business
--------------

     The Company operates seven other subsidiaries which are not considered to
be significant by SEC Regulations for purposes of separate disclosure. These
subsidiaries are Alfa Financial Corporation (Financial), a lending institution,
Alfa Investment Corporation, a real estate investment business and its wholly
owned subsidiary, Alfa Builders, Inc., a construction company, Alfa Realty,
Inc., a real estate sales agency, Alfa Agency Georgia, Inc., Alfa Agency
Mississippi, Inc. and Alfa Benefits Corporation, a provider of benefit services
for the Alfa Group.

     Financial is an institution engaged principally in making consumer loans
and originating commercial leases. These loans are available through
substantially all agency offices of the Company. These loans and leases are
collateralized by automobiles and other property. At December 31, 2000, the
delinquency ratio on the loan portfolio was 1.81%, or $1.2 million. Loans
charged off in 2000 totaled $399,949 or 0.9% of the average outstanding loan
portfolio. At December 31, 2000, the Company maintained an allowance for loan
losses of $678,730 or approximately 1.1% of the outstanding loan balance. During
2000, the commercial lease portfolio of OFC Capital was purchased at a cost of
approximately $23.1 million. At December 31, 2000, the delinquency ratio on the
lease portfolio was 4.68%, or $2.1 million. Leases charged off in 2000 were
$35,281 or 0.1% of the average outstanding lease portfolio since its purchase at
the end of the first quarter of 2000. At December 31, 2000, the Company
maintained an allowance for lease losses of $554,498 or approximately 1.5% of
the outstanding lease balance.

     Alfa Investment Corporation is a Florida corporation engaged in the real
estate investment business. Alfa Builders, Inc. is engaged in the construction
business in Alabama and is also engaged in real estate investments.

     Alfa Realty, Inc., is engaged in the business of listing and selling real
estate in the Montgomery, Autauga and Elmore County, Alabama, areas.

     Alfa Agency Georgia, Inc. and Alfa Agency Mississippi, Inc. place
substandard insurance risks with third party insurers for a commission.

     Alfa Benefits Corporation serves as a record keeper by handling employee
benefits for the Alfa Group.

Relationship with Mutual Group
------------------------------

     The Company's business and operations are substantially integrated with and
dependent upon the management, personnel and facilities of Mutual. Under a
Management and Operating Agreement with Mutual, all management personnel are
provided by Mutual and the Company reimburses Mutual for field office expenses
and operations services rendered by Mutual in the areas of advertising, sales
administration, underwriting, legal, sales, claims, management, accounting,
securities and investment and other services rendered by Mutual to the Company.

     Mutual periodically conducts time usage and related expense allocation
studies. Mutual charges the Company for its allocable and directly attributable
salaries and other expenses, including office facilities in Montgomery, Alabama.

                                       I-9


     The Board of Directors of the Company consisted at year end of eleven
members, six of whom serve on the Executive Committee of the Boards of the
Mutual Group and two of whom are Executive Officers of the Company.

     At December 31, 2000, Mutual owns 16,144,638 shares, or 41.24%, Alfa Mutual
Fire Insurance Company owned 4,037,986 shares, or 10.31%, and Alfa Mutual
General Insurance Company owned 87,000 shares, or 0.22%, of the Company's
outstanding common stock.

Competition
-----------

     Both the life and property and casualty insurance businesses are highly
competitive. There are numerous insurance companies in the Company's area of
operation and throughout the United States. Many of the companies which are in
direct competition with the Company have been in business for a much longer
period of time, have a larger volume of business, offer a more diversified line
of insurance coverage, and have greater financial resources than the Company. In
its life and property and casualty insurance businesses, the Company competes
with other insurers in the sale of insurance products to consumers and the
recruitment and retention of qualified agents. The Company believes that the
main competitive factors in its business are price, name recognition and
service. The Company believes that it competes effectively in these areas in
Alabama. In Georgia and Mississippi, however, the Company's name is not as well
recognized, but such recognition is improving.

Financial Ratings:
-----------------

     The Company's property and casualty subsidiaries have the highest A.M. Best
rating of A++ and life has an A+ rating. The Company's commercial paper program
is rated A-1+ by Standard and Poor's and P-1 by Moody's, both the highest
ratings for commercial paper.

Regulation:
----------

     The Mutual Group and the Company's insurance subsidiaries are subject to
the Alabama Insurance Holding Company Systems Regulatory Act and are subject to
reporting to the Alabama Insurance Department and to periodic examination of
their transactions and regulation under the Act with Mutual being considered the
controlling party.

     Additionally, the Company's insurance subsidiaries are subject to licensing
and supervision by the governmental agencies in the jurisdictions in which they
do business. The nature and extent of such regulation varies, but generally has
its source in State Statutes which delegate regulatory, supervisory and
administrative powers to State Insurance Commissioners. Such regulation,
supervision and administration relate, among other things, to standards of
solvency which must be met and maintained, licensing of the companies, periodic
examination of the affairs and financial condition of the Company, annual and
other reports required to be filed on the financial condition and operation of
the Company. Rates of property and casualty insurance are subject to regulation
and approval of regulatory authorities. Life insurance rates are generally not
subject to prior regulatory approval.

                                      I-10


   Restrictions on Dividends to Stockholders:  The Company's insurance
subsidiaries are subject to various state statutory and regulatory restrictions,
generally applicable to each insurance company in its state of incorporation,
which limit the amount of dividends or distributions by an insurance company to
its stockholders. The restrictions are generally based on certain levels of
surplus, investment income and operating income, as determined under statutory
accounting practices. Alabama law permits dividends in any year which, together
with other dividends or distributions made within the preceding 12 months that
do not exceed the greater of (i) 10% of statutory surplus as of the end of the
preceding year or (ii) for property and casualty companies - the net income for
the preceding year, or for life companies - the net gain from operations. Larger
dividends are payable only after receipt of regulatory approval. Future
dividends from the Company's subsidiaries may be limited by business and
regulatory considerations. However, based upon restrictions presently in effect,
the maximum amount available for payment of dividends to the Company by its
insurance subsidiaries in 2001 without prior approval of regulatory authorities
is approximately $59.0 million based on December 31, 2000 financial condition
and results of operations.

   Risk-Based Capital Requirements: The NAIC adopted risk-based capital
requirements that require insurance companies to calculate and report
information under a risk-based formula which attempts to measure statutory
capital and surplus needs based on the risks in a company's mix of products and
investment portfolio. The formula is designed to allow state insurance
regulators to identify potential weakly capitalized companies. Under the
formula, a company determines "risk-based capital" ("RBC") by taking into
account certain risks related to the insurer's assets (including risks related
to its investment portfolio and ceded reinsurance) and the insurer's liabilities
(including underwriting risks related to the nature and experience of its
insurance business). Risk-based capital rules provide for different levels of
regulatory attention depending on the ratio of a company's total adjusted
capital to its "authorized control level" ("ACL") of RBC. Based on calculations
made by the Company, the risk-based capital levels for each of the Company's
insurance subsidiaries significantly exceed that which would require regulatory
attention.

Personnel:
---------

   The Company has no management or operational employees. The Company and its
subsidiaries have a Management and Operating Agreement with Mutual whereby it
reimburses Mutual for salaries and expenses of employees provided to the Company
under the Agreement. Involved are employees in the areas of Life Underwriting,
Life Processing, Accounting, Sales, Administration, Legal, Files, Data
Processing, Programming, Research, Policy Issuing, Claims, Investments and
Management. At December 31, 2000, the Company was represented by 457 agents in
Alabama who are employees of Mutual. The Company's property and casualty
subsidiaries had 119 independent exclusive agents in Georgia and Mississippi at
December 31, 2000.

Item 2. Properties.
        ----------

   (a)  Physical Properties of the Company and Its Subsidiaries.  The Company
        --------------------------------------------------------
leases it home office facilities in Montgomery, Alabama, from Mutual.

   The Company and its subsidiaries own several investment properties, none of
which are material.

                                      I-11


Item 3. Legal Proceedings.
        -----------------

   Certain legal proceedings are in process at December 31, 2000. Costs for
these and similar legal proceedings, including accruals for outstanding cases,
totaled $3.0 million in 2000, $6.5 million in 1999 and $5.2 million in 1998.
These proceedings involve alleged breaches of contract, torts, including bad
faith and fraud claims, and miscellaneous other causes of action. These lawsuits
involve claims for mental anguish and punitive damages. Approximately 20 legal
proceedings against Alfa Life Insurance Corporation are in process at December
31, 2000. Of the 20 proceedings, six were filed in 2000, 10 were filed 1999, one
was filed in 1998, two were filed in 1997, and one was filed in 1996. In a case
tried in January 2001, in Barbour County, Alabama, the jury returned a verdict
for the plaintiff against Life for $500,000 in compensatory damages and
$5,000,000 in punitive damages. Life has filed post-trial motions requesting
that the trial court reverse the jury verdict and render a verdict for Life or,
in the alternative, grant Life a new trial or substantially reduce the verdict.
These motions are pending. If the trial court denies the motions, Life will
appeal the verdict. Three of the 20 pending legal proceedings against Life were
filed as purported class actions. At present, only one class action has been
certified against Life. The trial court order certifying that class action has
been appealed to the Alabama Supreme Court. In addition, one purported class
action lawsuit is pending against both Alfa Builders, Inc. and Alfa Mutual Fire
Insurance Company. Additionally, five purported class action lawsuits are
pending against the property and casualty mutual companies involving a number of
issues and allegations, which could affect the Company because of a pooling
agreement between the companies. No class has been certified in any of these six
purported class action cases. It should be noted that in Alabama, where the
Company has substantial business, the likelihood of a judgement in any given
suit, including a large mental anguish and/or punitive damage award by a jury,
bearing little or no relation to actual damages, continues to exist, creating
the potential for unpredictable material adverse financial results.

Item 4. Submission of Matters to Vote of Security Holders.  Not applicable.
        -------------------------------------------------






                                      I-12


Executive Officers of the Company:
---------------------------------

     Pursuant to General Instruction G(3) of Form 10-K, the following is
included as an unnumbered item in part I of this report in lieu of being
included in the proxy statement for the annual meeting of stockholders to be
held April 26, 2001.

     The following is a list of name and ages of all of the executive officers
of the Company indicating all positions and offices with the Company held by
such person and each such person's principal occupation or employment during the
past five years. No person other than those listed below has been chosen to
become an executive officer of the Company.



Name                    Age   Position                                                 Since
----                    ---   --------                                                 -----
                                                                              
Jerry A. Newby          53    Chairman of the Board and President                       1998
                              President of its Subsidiaries and associated
                              companies; President Alabama Farmers Federation,
                              and farmer.

C. Lee Ellis            49    Executive Vice President, Operations and Treasurer of     1999
                              Alfa Corporation and its subsidiaries since 1999
                              Prior to 1999, Executive Vice President, Investments.

Charles W. Hawkins      63    Executive Vice President, Marketing                       2000
                              Prior to 2000, Senior Vice President, Marketing
                              North Alabama

Stephen G. Rutledge     42    Senior Vice President, CFO                                2000
                              and Chief Investment Officer
                              Prior to 2000, Senior Vice President, Investments
                              Prior to 1999, Vice President, Investments

Marcia Martin           63    Senior Vice President, Human Resources                    1976
                              Retired December 31, 2000

Al Scott                45    Senior Vice President, Secretary and General Counsel      1997
                              Prior to 1997, Assistant General Counsel

John Holley             45    Vice President, Finance and                               2000
                              Assistant Chief Financial Officer
                              Prior to 2000, Vice President, Finance,
                              Director of Financial Relations

Terry McCollum          64    Senior Vice President, Claims                             1979


                                     I-13



                                                                               
Bill Harper, Jr.        56    Senior Vice President, Life Operations of Alfa Life       1986
                              Insurance Corporation, Vice President of Alfa
                              Financial Corporation since 1978.


Wyman Cabaniss          49    Senior Vice President, Underwriting                       1998
                              Prior to 1998, Vice President, Underwriting


John Jung               54    Senior Vice President,                                    1999
                              Chief Information Officer since October 1999.
                              From 1997 to October 1999, Senior Vice President
                              and Chief Information Office of California Casualty;
                              prior to that time, Vice President of Chubb Group.

James R. Azar           64    Senior Vice President, Planning                           1979


                                     I-14


                                     Part II
                                     -------

Item 5.  Market for the Company's Common Stock and Related Security Holder
         -----------------------------------------------------------------
Matters.
-------

         The "Stockholder Information" section on page 36 of Exhibit 13
representing the Inside Back Cover of the Company's annual report to security
holders for the fiscal year ended December 31, 2000, is incorporated herein by
reference.

Item 6.  Selected Financial Data.
         -----------------------

         The "Selected Financial Data" section on pages 1 and 2 of Exhibit 13
representing pages 6 and 7 of the Company's annual report to security holders
for the year ended December 31, 2000, is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations.
         -------------

         The "Management's Discussion and Analysis" section on pages 3 through
11 of Exhibit 13 representing pages 12 through 20 of the Company's annual report
to security holders for the fiscal year ended December 31, 2000, is incorporated
herein by reference.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
         ----------------------------------------------------------

         The "Quantitative and Qualitative Disclosures about Market Risk"
section on pages 7 through 9 of Exhibit 13 representing pages 16 through 18 of
the Company's annual report to security holders for the fiscal year ended
December 31, 2000, is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data.
         -------------------------------------------

         The Financial Statements on pages 12 through 35 of Exhibit 13
representing pages 21 through 44 of the Company's annual report to security
holders for the fiscal year ended December 31, 2000, are incorporated herein by
reference.

Item 9.  Disagreements on Accounting and Financial Disclosure.
         ----------------------------------------------------

         None.

                                     II-1


                                   Part III
                                   --------

Item 10.  Directors and Executive Officers of the Company.
          -----------------------------------------------

          For information with respect to the Executive Officers of the Company
see Executive Officers of the Company at the end of Part I of this Report. For
information with respect to the Directors of the Company, see Election of
Directors on Page 2 of the Proxy statement for the annual meeting of
stockholders to be held April 26, 2001 which is incorporated herein by
reference.

Item 11.  Executive Compensation.
          ----------------------

          The information set forth under the caption "Executive Compensation"
on Page 5 of the Proxy Statement for the annual meeting of stockholders to be
held April 26, 2001, except for the report of the Compensation Committee and
Performance Graph, is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
          --------------------------------------------------------------

          The information appearing on Pages 2 through 4 of the Proxy Statement
for the annual meeting of stockholders to be held April 26, 2001, relating to
the security ownership of certain beneficial owners and management is
incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.
          ----------------------------------------------

          The information set forth under the caption "Executive Compensation"
on Page 5 of the Proxy Statement for the annual meeting of stockholders to be
held April 26, 2001, is incorporated herein by reference.

                                     III-1


                                    Part IV
                                    -------

Item 14.  Exhibits, Financial Statement Schedules, Reports on Form 8-K.
          ------------------------------------------------------------

     (a)  The following documents are filed as part of this report:
          1. Financial Statements.  (incorporated by reference from pages 12
             --------------------
          through 35 of Exhibit 13 representing pages 21 through 44 of the
          Company's annual report to security holders for the year ended
          December 31, 2000)

                  Report of Independent Auditors.

                  Consolidated Balance Sheets as of December 31, 2000 and 1999.

                  Consolidated Statements of Income for the years ended December
                  31, 2000, 1999 and 1998.

                  Consolidated Statements of Comprehensive Income for the years
                  ended December 31, 2000, 1999 and 1998.

                  Consolidated Statements of Stockholders' Equity for the years
                  ended December 31, 2000, 1999 and 1998.

                  Consolidated Statements of Cash Flows for the years ended
                  December 31, 2000, 1999 and 1998.

                  Notes to Consolidated Financial Statements.

                  Selected Quarterly Financial Data.

          2.  Financial Statement Schedules.
              -----------------------------



                  Included in Part IV of this report                                             Page
                                                                                                 ----
                                                                                            
                  Report on  Financial Statement Schedules of Independent Auditors               IV-3

                  Schedule I -    Summary of Investments Other Than Investments
                                  in Related Parties for the year ended December 31, 2000        IV-4

                  Schedule II -   Condensed Financial Information                              IV-5-7

                  Schedule III -  Supplementary Insurance Information                            IV-8

                  Schedule IV -   Reinsurance for the years ended December 31, 2000,
                                  1999 and 1998                                                  IV-9

                  Schedule V -    Valuation and Qualifying Accounts                             IV-10


                                     IV-1


         Schedules other than those listed above have been omitted because the
required information is contained in the financial statements and notes thereto,
or because such schedules are not required or applicable.

         3.       Exhibits.
                  --------

                          Exhibit (3) -    Articles of Incorporation and
                                           By-Laws of the Company are
                                           incorporated by reference from the
                                           Company's 10-K for the year ended
                                           December 31, 1987.

                          Exhibit (10(a))  Amendment No. 2  to Management and
                                           Operating Agreement effective
                                           January 1, 1992 is incorporated by
                                           reference from the Company's 10-K
                                           for the year ended December 31, 1992.

                                  (10(b))  Insurance Pooling Agreement is
                                           incorporated by reference from the
                                           Company's 10-K for the year ended
                                           year ended December 31, 1987.

                              Exhibit (11) Statement of Computation of  Per
                                           Share Earnings

                              Exhibit (13) The Company's Annual Report to
                                           Security Holders for the fiscal year
                                           ended December 31, 2000. Such report,
                                           except for the portions incorporated
                                           herein by reference, is furnished to
                                           the Commission for information only
                                           and is not deemed filed as part of
                                           this report.

                              Exhibit (19) Employee Stock Purchase Plan and 1993
                                           Stock Incentive Plan are incorporated
                                           by reference from the Company's 10-K
                                           for the year ended December 31, 1993.

                              Exhibit (23) Consent of Independent Accountants

                  (b)  Reports on Form 8-K.
                       -------------------

                              None

                                     IV-2


          INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
          -------------------------------------------------------------

The Board of Directors
Alfa Corporation:

We have audited and reported separately on the financial statements of Alfa
Corporation as of December 31, 2000 and 1999, and for each of the years in the
three-year period ended December 31, 2000. Our report and the financial
statements of Alfa Corporation are incorporated by reference in the Form 10-K.

Our audits were made for the purpose of forming an opinion on the basic
financial statements of Alfa Corporation taken as a whole. The supplementary
information included in financial statement Schedules I through V is presented
for purposes of additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

                                                       /s/ KPMG LLP

Birmingham, Alabama
February 6, 2001

                                     IV-3


                       ALFA CORPORATION AND SUBSIDIARIES
               SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN
                        INVESTMENTS IN RELATED PARTIES
                               December 31, 2000
                                 ___________




                                                                                                                Amount At
                                                               Cost Or                                         Which Shown
                                                              Amortized                 Fair                    In Balance
Type Of Investment                                              Cost                    Value                      Sheet
------------------                                         -----------------       -----------------         -----------------
                                                                                                    
Fixed maturities:
   Bonds:
     United States Government
     and government agencies                                 $    46,599,825         $    52,256,800            $   52,256,800
     States, municipalities and
        political subdivisions                                   234,979,295             241,755,820               241,755,820
      Public utilities                                            18,358,727              18,251,413                18,251,413
      All other corporate bonds                                  292,835,518             287,360,315               287,360,315
   Mortgage-backed securities                                    342,212,078             344,032,173               343,993,664
   Redeemable preferred stocks                                     3,500,000               3,316,250                 3,316,250
                                                           -----------------       -----------------          ----------------
                Total fixed maturities                           938,485,443             946,972,771               946,934,262
                                                           -----------------       -----------------          ----------------

Equity securities:
   Common stocks:
     Public utilities                                              7,145,372              12,361,453                12,361,453
     Banks, trusts and insurance
       companies                                                   6,213,469              21,498,984                21,498,984
     Industrial, miscellaneous and all other                      35,081,120              75,362,114                75,362,114
   Nonredeemable preferred stocks                                  5,247,982               5,372,297                 5,372,297
                                                          ------------------       -----------------          ----------------
                Total equity securities                           53,687,943             114,594,848               114,594,848
                                                          ------------------       -----------------          ----------------

Mortgage loans on real estate                                        214,394                 214,394                   214,394

Real estate                                                        2,045,171               2,045,171                 2,045,171

Policy loans                                                      46,335,399              46,335,399                46,335,399

Collateral loans                                                  70,022,985              71,655,013                70,022,985

Other long-term investments                                      118,945,159             118,945,159               118,945,159

Short-term investments                                            55,933,710              55,933,710                55,933,710
                                                          ------------------       -----------------          ----------------
                Total investments                            $ 1,285,670,204         $ 1,356,696,465            $1,355,025,928
                                                          ==================       =================          ================


See accompanying independent auditors' report

                                     IV-4


                       ALFA CORPORATION (PARENT COMPANY)
                 SCHEDULE II - CONDENSED FINANCIAL INFORMATION
                                BALANCE SHEETS
                          December 31, 2000 and 1999

s                                  __________



                                                                                               2000                      1999
                                                                                               ----                      ----
                                                                                                       
                                         ASSETS

Cash                                                                                   $    485,790             $     139,577

Short-term investments                                                                      485,615                    37,948

Investment in subsidiaries*                                                             532,760,452               473,225,808

Note receivable from subsidiaries*                                                       65,751,539                34,046,539

Accounts receivable and other assets                                                        378,856                   222,458
                                                                                       ------------             -------------
        Total assets                                                                   $599,862,252             $ 507,672,330
                                                                                       ============             =============

                           LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Commercial paper                                                                    $117,642,561             $  90,289,199
   Notes payable                                                                          4,600,000                 4,600,000
   Other liabilities                                                                      4,057,451                 4,114,670
                                                                                       ------------             --------------

         Total liabilities                                                              126,300,012                99,003,869
                                                                                       ------------             -------------

Stockholders' Equity:
Common stock, $1 par value, shares
   authorized - 110,000,000;
   issued - 41,891,512
   outstanding - 2000 -39,156,527; 1999 - 39,550,294                                     41,891,512                41,891,512

Capital in excess of par value                                                           24,076,380                22,820,889

Accumulated other comprehensive income                                                   45,444,149                20,407,812

Retained earnings                                                                       398,705,679               351,923,507

Treasury stock, at cost (shares, 2000 - 2,734,985; 1999 - 2,341,218)                    (36,555,480)              (28,375,259)
                                                                                       ------------             -------------

            Total stockholders' equity                                                  473,562,240               408,668,461
                                                                                       ------------             -------------

            Total liabilities and stockholders' equity                                 $599,862,252             $ 507,672,330
                                                                                       ============             =============


*Eliminates in consolidation

See accompanying independent auditors' report

                                     IV-5


                       ALFA CORPORATION (PARENT COMPANY)
                 SCHEDULE II - CONDENSED FINANCIAL INFORMATION
                             STATEMENTS OF INCOME
             For the years ended December 31, 2000, 1999 and 1998

                             _____________________



                                                                    2000                    1999                      1998
                                                                    ----                    ----                      ----
                                                                                                         
Revenues:
   Dividends from subsidiaries*                                  $37,951,000             $21,700,542               $20,602,953

   Interest from subsidiaries*                                     3,751,340               1,822,047                 2,047,057

   Other interest                                                     59,816                  32,473                    53,192
                                                                 -----------             -----------               -----------

   Total revenues                                                 41,762,156              23,555,062                22,703,202

Expenses:
   Other expenses                                                  9,389,824               4,666,369                 7,608,341
                                                                 -----------             -----------               -----------
      Income before equity in
      undistributed income
      of subsidiaries                                             32,372,332              18,888,693                15,094,861

Equity in undistributed income
   of subsidiaries                                                34,448,531              45,668,769                41,620,830
                                                                 -----------             -----------               -----------

      Net income                                                 $66,820,863             $64,557,462               $56,715,691
                                                                 ===========             ===========               ===========


*Eliminates in consolidation

See accompanying independent auditors' report

                                     IV-6


                       ALFA CORPORATION (PARENT COMPANY)
                 SCHEDULE II - CONDENSED FINANCIAL INFORMATION
                           STATEMENTS OF CASH FLOWS
             For the years ended December 31, 2000, 1999 and 1998



                                                                         2000                  1999                  1998
                                                                     --------------------------------------------------------
                                                                                                        
Cash flows from operating activities:
  Net income                                                         $ 66,820,863          $ 64,557,462          $ 56,715,691
                                                                     --------------------------------------------------------
  Adjustments to reconcile net
   income to net cash provided by
   operating activities:
      Undistributed earnings of
        subsidiaries                                                  (34,448,531)          (45,668,769)          (41,620,830)
      (Increase) decrease in other assets
        and accounts receivable                                          (156,398)              (59,542)               71,023
      Increase (decrease) in other
        liabilities                                                       250,465              (913,261)            2,456,098
                                                                     --------------------------------------------------------
        Net cash provided by
         operating activities                                          32,466,399            17,915,890            17,621,982
                                                                     --------------------------------------------------------
Cash flows from investing activities:
  (Increase) decrease in note receivable for subsidiaries             (31,705,000)           (3,957,000)           30,557,000
  Net (increase) decrease in short-term investments                      (447,667)              829,445             1,127,928
  (Increase) in investment in subsidiaries                                 (1,000)           (5,400,000)                    0
  Other                                                                   (48,776)             (139,279)              212,396
                                                                     --------------------------------------------------------
        Net cash (used in) provided by investing activities           (32,202,443)           (8,666,834)           31,897,324
                                                                     --------------------------------------------------------
Cash flows from financing activities:
  Increase (decrease) in commercial paper                              27,353,362            33,029,680           (32,262,210)
  Purchase of treasury stock                                           (8,870,081)          (24,157,205)             (419,471)
  Proceeds from exercise of stock options                               1,637,667               610,217             1,299,329
  Dividends to stockholders                                           (20,038,691)          (18,902,788)          (17,867,671)
                                                                     --------------------------------------------------------

        Net cash provided by (used in) financing activities                82,257            (9,420,096)          (49,250,023)
                                                                     --------------------------------------------------------

        Net increase (decrease) in cash                                   346,213              (171,040)              269,283
Cash, beginning of year                                                   139,577               310,617                41,334
                                                                     --------------------------------------------------------

Cash, end of year                                                    $    485,790          $    139,577          $    310,617
                                                                     ========================================================

Supplemental disclosures of cash flow information:
  Cash paid during the year for:
      Interest                                                       $  8,113,973          $  3,624,586          $  4,082,710
                                                                     ========================================================

      Income taxes                                                   $ 14,869,000          $ 23,552,000          $ 20,487,000
                                                                     ========================================================


See accompanying independent auditors' report

                                     IV-7


                               ALFA CORPORATION
               SCHEDULE III - SUPPLEMENTAL INSURANCE INFORMATION
             For the years ended December 31, 2000, 1999 and 1998




                                                                      Other
                                  Future Policy                       Policy                                        Benefits
                     Deferred      Benefits,                          Claims        Premiums                         Claims,
                      Policy        Losses,                            And            And              Net         Losses And
                    Acquisition    Claims And       Unearned         Benefits        Policy         Investment     Settlement
Segment                Costs      Loss Expenses     Premium          Payable         Charges          Income        Expenses
-------             -----------   -------------    ----------      -----------    -------------   -------------   -------------
                                                                                             
2000
----
Life Insurance    $ 123,107,799   $ 507,655,793   $           0   $           0   $  53,078,123   $  41,957,783   $  48,288,469
Property &
  casualty
  insurance          21,464,215     145,077,064     121,688,810               0     376,118,774      29,645,376     247,592,086
Noninsurance
  and corporate               0               0               0               0               0       1,287,958               0
                  -------------   -------------   -------------   -------------   -------------   -------------   -------------

Total             $ 144,572,014   $ 652,732,857   $ 121,688,810   $           0   $ 429,196,897   $  72,891,117   $ 295,880,555
                  =============   =============   =============   =============   =============   =============   =============

1999
----
Life Insurance    $ 117,549,248   $ 458,830,168   $           0   $           0   $  48,359,640   $  37,873,099   $  51,143,122
Property &
  casualty
  insurance          18,557,440     143,148,690     114,802,464               0     356,970,311      27,600,849     232,122,875
Noninsurance
  and corporate               0               0               0               0               0       2,333,082      (1,550,000)
                  -------------   -------------   -------------   -------------   -------------   -------------   -------------

Total             $ 136,016,688   $ 601,978,858   $ 114,802,464   $           0   $ 405,329,951   $  67,807,030   $ 281,715,997
                  =============   =============   =============   =============   =============   =============   =============

1998
----
Life Insurance    $  97,616,878   $ 410,398,102   $           0   $           0   $  46,098,666   $  34,890,182   $  40,629,378
Property &
  casualty
  insurance          16,524,992     138,030,306     105,464,480               0     345,739,616      25,992,335     234,971,258
Noninsurance
  and corporate               0               0               0               0               0       1,629,141       2,300,000
                  -------------   -------------   -------------   -------------   -------------   -------------   -------------
Total             $ 114,141,870   $ 548,428,408   $ 105,464,480   $           0   $ 391,838,282   $  62,511,658   $ 277,900,636
                  =============   =============   =============   =============   =============   =============   =============



                   Amortization
                   Of Deferred
                    Policy           Other
                  Acquisition      Operating         Premiums
Segment             Costs           Expenses         Written
-------           -------------   -------------   -------------
                                         
2000
----
Life Insurance    $   7,228,558   $  11,219,955   $           0
Property &
  casualty
  insurance          58,745,118      31,432,839     380,362,518
Noninsurance
  and corporate               0       7,602,448               0
                  -------------   -------------   -------------

Total             $  65,973,676   $  50,255,242   $ 380,362,518
                  =============   =============   =============

1999
----
Life Insurance    $   6,747,130   $   9,949,006   $           0
Property &
  casualty
  insurance          53,455,392      30,443,472     363,585,872
Noninsurance
  and corporate               0       4,679,431               0
                  -------------   -------------   -------------

Total             $  60,202,522   $  45,071,909   $ 363,585,872
                  =============   =============   =============

1998
----
Life Insurance    $   6,021,001   $   9,114,135   $           0
Property &
  casualty
  insurance          51,800,042      25,960,651     350,684,046
Noninsurance
  and corporate               0       3,688,097               0
                  -------------   -------------   -------------
Total             $  57,821,043   $  38,762,883   $ 350,684,046
                  =============   =============   =============


See accompanying independent auditors' report

                                     IV-8


                       ALFA CORPORATION AND SUBSIDIARIES
                           SCHEDULE IV - REINSURANCE
               For years ended December 31, 2000, 1999 and 1998



                                                            Ceded            Amount Assumed                          Percentage of
                                                             to                   from                                Assumed From
                                      Gross Amount     Other Companies      Other Companies          Net Amount          to Net
                                      ------------     ---------------     ------------------     ---------------    -------------
                                                                                                      
2000
====

Life insurance in force              $15,317,803,867    $1,713,371,323       $          0         $13,604,432,544               0%
                                     =============================================================================================

Premiums and policy charges:
  Life insurance                     $    56,916,973    $    3,909,913       $          0         $    53,007,060               0%
  Accident and health insurance               71,063                 0                  0                  71,063               0%
  Property and liability insurance        65,034,104        65,172,392*       376,257,062*                  8,774             100%
                                     ---------------------------------------------------------------------------------------------
                                     $   122,022,140    $   69,082,305       $376,257,062         $   429,196,897              88%
                                     =============================================================================================

1999
----

Life insurance in force              $13,384,834,865    $1,369,300,363       $          0         $12,015,535,502               0%
                                     =============================================================================================

Premiums and policy charges:
  Life insurance                     $    51,942,189    $    3,657,594       $          0         $    48,284,595               0%
  Accident and health insurance               75,045                 0                                     75,045               0%
  Property and liability insurance        60,196,005        60,302,447*       357,076,753*            356,970,311             100%
                                     ---------------------------------------------------------------------------------------------
                                     $   112,213,239    $   63,960,041       $357,076,753         $   405,329,951              88%
                                     =============================================================================================

1998
----

Life insurance in force              $12,296,742,073    $1,296,693,235       $          0         $11,000,048,838               0%
                                     =============================================================================================

Premiums and policy charges:
  Life Insurance                     $    49,413,822    $    3,389,040       $          0         $    46,024,782               0%
  Accident and health insurance               73,884                 0                  0                  73,884               0%
  Property and liability insurance        57,290,195        57,380,699*       345,830,120*            345,739,616             100%
                                     ---------------------------------------------------------------------------------------------
                                     $   106,777,901    $   60,769,739       $345,830,120         $   391,838,282              88%
                                     =============================================================================================


*These amounts are subject to the pooling agreement.
See accompanying independent auditors' report

                                     IV-9


                       ALFA CORPORATION AND SUBSIDIARIES
                SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
                FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



                                                                         Additions
                                                                 --------------------------
                                             Balance             Charged            Charged                             Balance
                                           at beginning         to costs           to other                             at end
               Description                  of period         and expenses         accounts        Deductions          of period
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
2000 Allowance for Loan losses              $637,965            $634,531               $0          $593,766            $678,730
                                            ========================================================================================

1999 Allowance for Loan losses              $584,178            $789,753               $0          $735,966            $637,965
                                            ========================================================================================



2000 Allowance for Lease losses             $      0            $589,779               $0          $ 35,281            $554,498
                                            ========================================================================================

1999 Allowance for Lease losses             $      0            $      0               $0          $      0            $      0
                                            ========================================================================================


See accompanying independent auditors' report


                                     IV-10


                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                             ALFA CORPORATION



                                     By         /s/
                                       -------------------------
                                       Jerry A. Newby
                                       President

     Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

                              Chairman of the Board
                              Director and Principal
        /s/                   Executive Officer                        3/23/01
-------------------------                                             ---------
(Jerry A. Newby)                                                        (Date)


                              Executive Vice President, Operations
                              Treasurer, Director
        /s/                   (Principal Operations Officer)           3/23/01
-------------------------                                             ---------
(C. Lee Ellis)                                                          (Date)

                              Senior Vice President, CFO and
                              Chief Investment Officer,
        /s/                   (Principal Financial Officer)            3/23/01
-------------------------                                             ---------
(Stephen G. Rutledge)                                                   (Date)


        /s/                   Director                                 3/23/01
-------------------------                                             ---------
(Hal F. Lee)                                                            (Date)

        /s/                   Director                                 3/23/01
-------------------------                                             ---------
(James A. Tolar, Jr.)                                                   (Date)


        /s/                   Director                                 3/23/01
-------------------------                                             ---------
(Steve Dunn)                                                            (Date)

        /s/                   Director                                 3/23/01
-------------------------                                             ---------
(Dean Wysner)                                                           (Date)


        /s/                   Director                                 3/23/01
-------------------------                                             ---------
(Russell R. Wiggins)                                                    (Date)


        /s/                   Director                                 3/23/01
-------------------------                                             ---------
(James I. Harrison, Jr.)                                                (Date)


        /s/                   Director                                 3/23/01
-------------------------                                             ---------
(John R. Thomas)                                                        (Date)


        /s/                   Director                                 3/23/01
-------------------------                                             ---------
(B. Phil Richardson)                                                    (Date)


       /s/                   Director                                 3/23/01
-------------------------                                             ---------
(Boyd E. Christenberry)                                                 (Date)