UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2008

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact Name of Registrant as specified in Charter)

Missouri		1-11848		43-1627032
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

1370 TIMBERLAKE MANOR PARKWAY
CHESTERFIELD, MISSOURI 63017

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (636) 736-7000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01 Regulation FD Disclosure

On October 30, 2008, Reinsurance Group of America, Incorporated (the “Company”) issued a press release announcing, among other things, the pricing and offering size of its public offering of its Class A common stock. A copy of the press release is furnished with this report as Exhibit 99.1 and incorporated by reference.

*     *     *

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offer of the class A common stock as described above will be made solely by means of a prospectus in accordance with the Securities Act of 1933, as amended.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1     Press Release dated October 30, 2008

SIGNATURES

     Pursuant to the requirements 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.

Date: October 30, 2008

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated October 30, 2008.

EXHIBIT 99.1

For further information,
contact

Jack B. Lay

Senior Executive Vice
President and

Chief Financial Officer

(636) 736-7000

FOR IMMEDIATE RELEASE

REINSURANCE GROUP OF AMERICA ANNOUNCES
PRICING OF OFFERING OF CLASS A COMMON STOCK

ST. LOUIS, October 30, 2008 — Reinsurance Group of America, Incorporated (NYSE: RGA.A and RGA.B) (“RGA”) announced today that it priced a public offering of 8,900,000 shares of its class A common stock at $33.89 per share. As previously announced, the public offering was made in conjunction with the decision by the Standard & Poor’s Corporation to include RGA in the S&P MidCap 400 Index. RGA also has granted the underwriters a 30-day option to purchase up to an additional 1,335,000 shares at the public offering price. RGA expects to use the net proceeds from the offering to pursue reinsurance opportunities and for general corporate purposes. The offering is scheduled to be completed on November 4, 2008.

The joint book-running managers for this offering are Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, and Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC is serving as lead manager. The offering will be made pursuant to a registration statement filed by RGA with the Securities and Exchange Commission on February 10, 2006, as amended on September 24, 2008.

This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the shares of class A common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such states.

A copy of the prospectus and prospectus supplement relating to the shares of class A common stock offered in this offering may be obtained by contacting Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, telephone: (800) 221-1037, or from Morgan Stanley & Co. Incorporated, c/o Prospectus Department, 180 Varick Street 2/F, New York, NY 10014 or by email at prospectus@morganstanley.com. Before you invest, you should read the prospectus and the prospectus supplement, the registration statement and other documents that RGA has filed with the Securities and Exchange Commission for more complete information about RGA and this offering. Investors may obtain these documents for free by visiting the EDGAR system on the SEC’s website at www.sec.gov or by emailing prospectus@morganstanley.com with your request.

About RGA

RGA, through its various operating subsidiaries, is among the largest global providers of life reinsurance. RGA has subsidiary companies or offices in Australia, Barbados, Bermuda, Canada, China, France, Germany, Hong Kong, India, Ireland, Italy, Japan, Mexico, Poland, South Africa, South Korea, Spain, Taiwan, the United Kingdom, and the United States. Worldwide, RGA has approximately $2.2 trillion of life reinsurance in force, and assets of $21.8 billion.