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                                                                     EXHIBIT 5.1

            [Reinsurance Group of America, Incorporated letterhead]

March 7, 2005

Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039

Ladies and Gentlemen:

      I am General Counsel and Secretary of Reinsurance Group of America,
Incorporated, a Missouri corporation (the "Company"), and have acted as counsel
for the Company in connection with the Registration Statement on Form S-3 (Nos.
333-_______, 333-________-01 and 333-________-02), which also constitutes
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Nos.
333-117261, 333-117261-01 and 333-117261-02) and Post-Effective Amendment No. 5
to the Registration Statement on Form S-3 (No. 333-108200, 333-108200-01 and
333-108200-02) (collectively, the "Registration Statement"), filed by the
Company and RGA Capital Trust III and RGA Capital Trust IV, Delaware statutory
trusts (the "Trusts" and each a "Trust"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to (i) shares of common stock of the Company par value $0.01
per share (the "Common Stock"); (ii) warrants to purchase Common Stock (the
"Common Stock Warrants"); (iii) shares of Preferred Stock of the Company par
value $0.01 per share (the "Preferred Stock"), which may be represented by
depositary shares (the "Depositary Shares") evidenced by depositary receipts
(the "Receipts"); (iv) warrants to purchase Preferred Stock (the "Preferred
Stock Warrants"); (v) debt securities, which may be senior (the "Senior Debt
Securities"), subordinated (the "Subordinated Debt Securities") or junior
subordinated (the "Junior Subordinated Debt Securities") (collectively, the
"Debt Securities"); (vi) warrants to purchase Debt Securities (the "Debt
Security Warrants") and (vii) warrants to purchase other securities ("Other
Warrants" and collectively with the Common Stock Warrants, the Preferred Stock
Warrants and the Debt Security Warrants, the "Securities Warrants"); (viii)
contracts for the purchase and sale of Common Stock, Preferred Stock, Debt
Securities, Depositary Shares or Securities Warrants (the "Purchase Contracts");
(ix) Units (the "Units") of the Company, consisting of one or more of the
Purchase Contracts, Common Stock, Preferred Stock, Debt Securities, debt
obligations of third parties, including U.S. Treasury Securities (the "Third
Party Debt Securities"), securing the holder's obligation to purchase the Common
Stock or the Preferred Stock under the Purchase Contracts, Depositary Shares,
Securities Warrants or Trust Preferred Securities (as defined below) and (x)
32,243,539 shares of Common Stock that may be sold by the selling shareholder
named in the Registration Statement (the "Selling Shareholder's Shares"). The
Registration Statement also relates to the registration under the Act of trust
preferred securities of the Trusts (the "Trust Preferred Securities") and
guarantees of the Trust Preferred Securities by the Company (the "Guarantees").
The Common Stock, the Preferred Stock, the Depositary Shares, the Debt
Securities, the Guarantees, the Purchase Contracts, the Securities Warrants, the
Units and the Selling Shareholder's Shares are hereinafter referred to
collectively as the "Securities." The Securities that may be issued and sold or
delivered from time to time by the Company and the Trusts as set forth in the
Registration Statement, any amendment thereto, the prospectus contained therein
(the "Prospectus") and supplements to the Prospectus


(the "Prospectus Supplements") filed pursuant to Rule 415 under the Act may not
exceed an aggregate initial offering price of $1,000,000,000 or the equivalent
thereof in one or more foreign currencies or composite currencies and the
Selling Shareholder's Shares may not exceed an aggregate of 32,243,539 shares of
Common Stock.

      The Senior Debt Securities thereof will be issued under a Senior
Indenture, dated as of December 19, 2001, between the Company and The Bank of
New York, as Trustee (the "Senior Trustee"), as supplemented (the "Senior
Indenture"). The Subordinated Debt Securities will be issued under an indenture
(the "Subordinated Indenture") between the Company and a subordinated indenture
trustee to be specified therein (the "Subordinated Indenture Trustee"). The
Junior Subordinated Debt Securities will be issued under a Junior Subordinated
Indenture, dated as of December 18, 2001, between the Company and The Bank of
New York, as Trustee (the "Junior Subordinated Indenture"), as supplemented (the
"Junior Subordinated Indenture"). The Senior Indenture, the Subordinated
Indenture and the Junior Subordinated Indenture are hereinafter referred to
collectively as the "Indentures."

      The Purchase Contracts will be issued pursuant to a purchase contract
agreement (the "Purchase Contract Agreement") between the Company and the
purchase contract agent (the "Purchase Contract Agent").

      The Depositary Shares will be issued pursuant to a deposit agreement (the
"Deposit Agreement") between the Company and the depositary agent (the
"Depositary Agent").

      The Guarantees will be issued pursuant to a guarantee agreement (the
"Guarantee Agreement") between the Company and the guarantee trustee (the
"Guarantee Trustee").

      The Common Stock Warrants will be issued under a common stock warrant
agreement (the "Common Stock Warrant Agreement") between the Company and the
common stock warrant agent. The Preferred Stock Warrants will be issued under a
preferred stock warrant agreement (the "Preferred Stock Warrant Agreement")
between the Company and the preferred stock warrant agent. The senior debt
security warrants will be issued under a senior debt security warrant agreement
(the "Senior Debt Security Warrant Agreement") among the Company, a senior debt
security warrant agent to be specified therein and the Senior Trustee. The
subordinated debt security warrants will be issued under a subordinated debt
security warrant agreement (the "Subordinated Debt Security Warrant Agreement")
among the Company, the subordinated debt security warrant agent and the
Subordinated Indenture Trustee. The Other Warrants will be issued under a
warrant agreement (the "Other Warrant Agreement") between the Company, the
applicable trustee and the warrant agent. The Common Stock Warrant Agreement,
the Preferred Stock Warrant Agreement, the Senior Debt Security Warrant
Agreement, the Subordinated Debt Security Warrant Agreement and the Other
Warrant Agreement are hereinafter referred to collectively as the "Warrant
Agreements." Each party to a Warrant Agreement other than the Company is
referred to hereinafter as a "Counterparty."

      The Units will be issued under a unit agreement (the "Unit Agreement")
between the Company and the unit agent (the "Unit Agent").



      In connection herewith, I have examined and relied without investigation
as to matters of fact upon the Registration Statement, certificates, statements
and results of inquiries of public officials and officers and representatives of
the Issuer, and originals or copies, certified or otherwise identified to my
satisfaction of such other documents, corporate records, certificates and
instruments as I have deemed necessary or appropriate to enable me to render the
opinions expressed herein. I have assumed the genuineness of all signatures on
all documents examined by me, the legal competence and capacity of natural
persons, the authenticity of documents submitted to me as originals, and the
conformity with authentic original documents of all documents submitted to me as
copies.

      I also have assumed that: (1) at the time of execution, authentication,
issuance and delivery of the Senior Debt Securities, the Senior Indenture will
be the valid and legally binding obligation of the Senior Indenture Trustee,
enforceable against such party in accordance with its terms; (2) at the time of
execution, authentication, issuance and delivery of the Subordinated Debt
Securities, the Subordinated Indenture will be the valid and legally binding
obligation of the Subordinated Indenture Trustee, enforceable against such party
in accordance with its terms; (3) at the time of execution, authentication,
issuance and delivery of the Junior Subordinated Debt Securities, the Junior
Subordinated Indenture will be the valid and legally binding obligation of the
Junior Subordinated Indenture Trustee, enforceable against such party in
accordance with its terms; (4) at the time of execution, issuance and delivery
of the Receipts, the Deposit Agreement will be the valid and legally binding
obligation of the Depositary Agent, enforceable against such party in accordance
with its terms; (5) at the time of execution, issuance and delivery of the
Purchase Contracts, the Purchase Contract Agreement will be the valid and
legally binding obligation of the Purchase Contract Agent, enforceable against
such party in accordance with its terms; (6) at the time of the execution,
issuance and delivery of the Guarantees, the Guarantee Agreement will be the
valid and legally binding obligation of the Guarantee Trustee, enforceable
against such party in accordance with its terms; (7) at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreement will be the valid and legally binding obligation of each
Counterparty thereto, enforceable against such party in accordance with its
terms; and (8) at the time of the execution, countersignature, issuance and
delivery of the Units, the related Unit Agreement will be the valid and legally
binding obligation of the Unit Agent, enforceable against such party in
accordance with its terms.

      I have assumed further that (1) at the time of execution, authentication,
issuance and delivery of the Senior Debt Securities, the Senior Indenture will
have been duly authorized, executed and delivered by the Company; (2) at the
time of execution, authentication, issuance and delivery of the Subordinated
Debt Securities, the Subordinated Indenture will have been duly authorized,
executed and delivered by the Company; (3) at the time of execution,
authentication, issuance and delivery of the Junior Subordinated Debt
Securities, the Junior Subordinated Indenture will have been duly authorized,
executed and delivered by the Company; (4) at the time of execution, issuance
and delivery of the Purchase Contracts, the Purchase Contract Agreement will
have been duly authorized, executed and delivered by the Company; (5) at the
time of execution, issuance and delivery of the Receipts, the Deposit Agreement
will have been duly authorized, executed and delivered by the Company; (6) at
the time of execution, countersignature, issuance and delivery of any Securities
Warrants, the related Warrant Agreement will have been duly authorized, executed
and delivered by the Company; (7) at the



time of execution, issuance and delivery of the Guarantees, the Guarantee
Agreement will have been duly authorized, executed and delivered by the Company;
(8) at the time of execution, issuance and delivery of the Units, the Unit
Agreement will have been duly authorized, executed and delivered by the Company
and (9) at the time of issuance and sale of any of the Securities, the terms of
the Securities, and their issuance and sale, will have been established so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company.

      Based upon the foregoing, in reliance thereon, and subject to the
assumptions, comments, qualifications, limitations and exceptions stated herein
and the effectiveness of the Registration Statement under the Act, I am of the
opinion that:

      1. With respect to the Common Stock, assuming the (a) taking by the Board
of Directors of the Company, a duly constituted and acting committee of such
board or duly authorized officers of the Company (such Board of Directors,
committee or authorized officers being referred to herein as the "Board"), of
all necessary corporate action to authorize and approve the issuance of the
Common Stock and (b) due issuance and delivery of the Common Stock, upon payment
therefor in accordance with the applicable definitive purchase, underwriting or
similar agreement approved by the Board, or upon the exercise of a securities
warrant for conversion of a convertible Debt Security, the Common Stock will be
validly issued, fully paid and nonassessable.

      2. With respect to the Preferred Stock, assuming the (a) taking by the
Board of all necessary corporate action to authorize and approve the issuance of
the Preferred Stock, (b) due filing of the Articles of Amendment to the Articles
of Incorporation of the Company and (c) due issuance and delivery of the
Preferred Stock, upon payment therefor in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the Board,
the Preferred Stock will be validly issued, fully paid and nonassessable.

      3. With respect to the Receipts, assuming the (a) taking by the Board of
all necessary corporate action to authorize and approve the issuance and terms
of the related Preferred Stock, (b) due filing of the Articles of Amendment to
the Articles of Incorporation of the Company authorizing and establishing the
terms of the Preferred Stock, (c) terms of the Depositary Shares and of their
issuance and sale have been duly established in conformity with the terms of the
Deposit Agreement, (d) due issuance and delivery of the related Preferred Stock
upon payment of the consideration therefor provided for in the applicable
definitive purchase, underwriting or similar agreement approved by the Board,
and (e) due issuance and delivery of Receipts evidencing the Depositary Shares
against the deposit of the Preferred Stock in accordance with the Deposit
Agreement, such Receipts will be validly issued and will entitle the holders
thereof to the rights specified in the Deposit Agreement.

      4. With respect to the Debt Securities, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
any Debt Securities, the terms of the offering thereof and related matters and
(b) due execution, authentication, issuance and delivery of such Debt Securities
upon payment of the consideration therefor provided for in the applicable
definitive purchase, underwriting or similar agreement approved by



the Board and otherwise in accordance with the provisions of the applicable
Indenture, such Debt Securities will constitute valid and binding obligations of
the Company enforceable against the Company in accordance with their terms.

      5. With respect to the Guarantees, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Guarantees, the terms of the offering thereof and related matters, and (b)
due execution, issuance and delivery of the Guarantees upon payment of the
consideration thereof provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and otherwise in
accordance with the provisions of the applicable Guarantee Agreement, such
Guarantees will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.

      6. With respect to the Purchase Contracts, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Purchase Contracts, the terms of the offering thereof and related matters,
and (b) due execution, issuance and delivery of the Purchase Contracts upon
payment of the consideration for such Purchase Contracts provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the applicable
Purchase Contract Agreement, the Purchase Contracts will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

      7. With respect to the Securities Warrants, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Securities Warrants, the terms of the offering thereof and related matters,
and (b) due execution, countersignature, issuance and delivery of such
Securities Warrants upon payment of the consideration for such Securities
Warrants provided for in the applicable definitive purchase, underwriting or
similar agreement approved by the Board and otherwise in accordance with the
provisions of the applicable Warrant Agreement, such Securities Warrants will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

      8. With respect to the Units, assuming the (a) taking of all necessary
corporate action to authorize and approve the issuance, execution and terms of
any Units, the related Unit Agreements and any Securities which are a component
of the Units, the terms of the offering thereof and related matters, (b) taking
by third parties of all necessary corporate or other action to authorize and
approve the issuance and terms of the Third Party Debt Securities which are a
component of the Units, the terms of the offering thereof and related matters
and (c) due execution, countersignature (where applicable), authentication, in
the case of Debt Securities and Third Party Debt Securities, issuance and
delivery of (1) the Units, (2) such Purchase Contracts, (3) such Debt
Securities, (4) such Trust Preferred Securities and (5) such Third Party Debt
Securities, in each case upon the payment of the consideration therefor provided
for (i) in the applicable definitive purchase, underwriting or similar agreement
approved by the Board and in accordance with the provisions of the applicable
Purchase Contract Agreement, in the case of such Purchase Contracts, (ii) the
applicable Indenture, in the case of



such Debt Securities, (iii) the applicable Certificate of Trust and Trust
Agreement, in the case of such Trust Preferred Securities and (iv) the
applicable indenture, in the case of such Third Party Debt Securities, such
Units will be validly issued and will entitle the holder thereof to the rights
specified in the Unit Agreements.

      9. With respect to the Selling Shareholder's Shares, such shares have been
authorized and are validly issued, fully paid and nonassessable.

      In addition to the assumptions, comments, qualifications, limitations and
exceptions set forth above, the opinions set forth herein are further limited
by, subject to and based upon the following:

      (a) My opinions herein reflect only the application of applicable laws of
the State of Missouri and the federal laws of the United States of America. The
opinions set forth herein are made as of the date hereof and are subject to, and
may be limited by, future changes in the factual matters set forth herein, and I
undertake no duty to advise you of the same. The opinions expressed herein are
based upon the law in effect (and published or otherwise generally available) on
the date hereof, and I assume no obligation to revise or supplement these
opinions should such law be changed by legislative action, judicial decision or
otherwise. In rendering my opinions, I have not considered, and hereby disclaim
any opinion as to, the application or impact of any laws, cases, decisions,
rules or regulations of any other jurisdiction, court or administrative agency.

      (b) My opinions set forth in paragraphs 3 through 8 above are subject to
and may be limited by (i) applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws effective or relative to the
rights and remedies of creditors generally, including, without limitation, laws
relative to fraudulent conveyances, preferences and equitable subordination,
(ii) general principles of equity (regardless of whether considered in a
proceeding in equity or at law), (iii) an implied covenant of good faith and
fair dealing, (iv) requirements that a claim with respect to any Debt Securities
or Guarantees denominated other than in United States dollars (or a judgment
denominated other than in United States dollars with respect to such a claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and (v) governmental authority to limit,
delay or prohibit the making of payments outside the United States or in foreign
currency or composite currency.

      (c) My opinions are further subject to the effect of generally applicable
rules of law arising from statutes, judicial and administrative decisions, and
the rules and regulations of governmental authorities that: (i) limit or affect
the enforcement of provisions of a contract that purport to require waiver of
the obligations of good faith, fair dealing, diligence and reasonableness; (ii)
limit the availability of a remedy under certain circumstances where another
remedy has been elected; (iii) limit the enforceability of provisions releasing,
exculpating or exempting a party from, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent the action or
inaction involves negligence, recklessness, willful misconduct



or unlawful conduct; (iv) may, where less than all of the contract may be
unenforceable, limit the enforceability of the balance of the contract to
circumstances in which the unenforceable portion is not an essential part of the
agreed exchange and (v) govern and afford judicial discretion regarding the
determination of damages and entitlement to attorneys' fees.

      (d) I express no opinion as to the enforceability of any rights to
indemnification or contribution provided for in any Indentures or other
agreements which are violative of public policy underlying any law, rule or
regulation (including any federal or state securities law, rule or regulation)
or the legality of such rights.

      (e) I express no opinion as to the enforceability of any provision in any
Indentures, Warrant Agreements, Purchase Contract Agreements, Unit Agreements,
Guarantee Agreements or other agreements purporting or attempting to (A) confer
exclusive jurisdiction and/or venue upon certain courts or otherwise waive the
defenses of forum non conveniens or improper venue or (B) confer subject matter
jurisdiction on a court not having independent grounds therefore or (C) modify
or waive the requirements for effective service of process for any action that
may be brought or (D) waive the right of the Company or any other person to a
trial by jury or (E) provide that remedies are cumulative or that decisions by a
party are conclusive or (F) modify or waive the rights to notice, legal
defenses, statutes of limitations or other benefits that cannot be waived under
applicable law.

      (f) You have informed me that you intend to issue the Securities from time
to time on a delayed or continuous basis, and this opinion is limited to the
laws, including the rules and regulations, as in effect on the date hereof. I
understand that prior to issuing any Securities you will afford me an
opportunity to review the operative documents pursuant to which such Securities
are to be issued (including the applicable prospectus supplement) and will file
such supplement or amendment to this opinion (if any) as I may reasonably
consider necessary or appropriate by reason of the terms of such Securities.

      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus. I also consent to your filing copies of this opinion
as an exhibit to the Registration Statement with agencies of such states as you
deem necessary in the course of complying with the laws of such states regarding
the offering and sale of the Securities. In giving such consent, I do not
thereby concede that I am within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.

                                   Very truly yours,

                                   /s/ JAMES E. SHERMAN

                                   James E. Sherman
                                   Executive Vice President, General Counsel and
                                   Secretary

                                                                     EXHIBIT 5.2

[BRYAN CAVE LETTERHEAD]

March 7, 2005

Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039

Ladies and Gentlemen:

We have acted as special New York counsel to Reinsurance Group of America,
Incorporated, a Missouri corporation (the "Company"), in connection with the
Registration Statement on Form S-3 (Nos. 333-_________, 333-________-01 and
333-_________-02), which also constitutes Post- Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Nos. 333-117261, 333- 117261-01 and
333-117261-02) and Post-Effective Amendment No. 5 to the Registration Statement
on Form S-3 (Nos. 333-118200, 333-108200-01 and 333-108200-02) (collectively,
the "Registration Statement"), filed by the Company and RGA Capital Trust III
and RGA Capital Trust IV, each a Delaware statutory trust (each, a "Trust", and
collectively, the "Trusts"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to (i) shares of common stock of the Company, par value $0.01 per share (the
"Common Stock"); (ii) warrants to purchase Common Stock (the "Common Stock
Warrants"); (iii) shares of Preferred Stock of the Company, par value $0.01 per
share, (the "Preferred Stock"), which may be represented by depositary shares
(the "Depositary Shares") evidenced by depositary receipts (the "Receipts");
(iv) warrants to purchase Preferred Stock (the "Preferred Stock Warrants"); (v)
debt securities, which may be senior (the "Senior Debt Securities"),
subordinated (the "Subordinated Debt Securities") or junior subordinated (the
"Junior Subordinated Debt Securities" and, collectively with the Senior Debt
Securities and the Subordinated Debt Securities, the "Debt Securities"); (vi)
warrants to purchase Debt Securities (the "Debt Security Warrants"); (vii)
warrants to purchase other securities ("Other Warrants" and, collectively with
the Common Stock Warrants, the Preferred Stock Warrants and the Debt Security
Warrants, the "Securities Warrants"); (viii) contracts for the purchase and sale
of Common Stock, Preferred Stock, Debt Securities, Depositary Shares or
Securities Warrants (the "Purchase Contracts"); (ix) Units (the "Units") of the
Company, consisting of one or more of Common Stock, Preferred Stock, Depositary
Shares, Debt Securities, Securities Warrants, Purchase Contracts, Trust
Preferred Securities (as hereinafter defined), Guarantees (as hereinafter
defined) and debt obligations of third parties, including U.S. Treasury
Securities (the "Third Party Debt Securities"); and (x) 32,243,539 shares of
Common Stock that may be sold by the selling shareholder named in the
Registration Statement (the "Selling Shareholder's Shares"). The Registration
Statement also relates to the registration under the Act of trust preferred
securities of the Trusts (the "Trust Preferred Securities") and guarantees of
the Trust Preferred Securities by the Company (the "Guarantees"). The Common
Stock, the Preferred Stock, the Depositary Shares, the Debt Securities, the
Securities Warrants, the Purchase Contracts, the Guarantees, the Units and the
Selling Shareholder's Shares are hereinafter referred to collectively as the
"Securities." The Securities that may be issued and sold or delivered from time
to time by the Company and the Trusts as set forth in the Registration
Statement, any amendment thereto, the prospectus contained therein (the
"Prospectus") and supplements



Reinsurance Group of America, Incorporated
March 7, 2005
Page 2

to the Prospectus (the "Prospectus Supplements") filed pursuant to Rule 415
under the Act may not exceed an aggregate initial offering price of
$1,000,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies and the Selling Shareholder's Shares may not exceed an
aggregate of 32,243,539 shares of Common Stock. The Senior Debt Securities will
be issued under a Senior Indenture, dated as of December 19, 2001, between the
Company and The Bank of New York, as Trustee (the "Senior Trustee"), as
supplemented (the "Senior Indenture"). The Subordinated Debt Securities will be
issued under an indenture (the "Subordinated Indenture") between the Company and
a subordinated indenture trustee to be specified therein (the "Subordinated
Indenture Trustee"). The Junior Subordinated Debt Securities will be issued
under a Junior Subordinated Indenture, dated as of December 18, 2001, between
the Company and The Bank of New York, as Trustee (the "Junior Subordinated
Indenture Trustee"), as supplemented (the "Junior Subordinated Indenture"). The
Senior Indenture, the Subordinated Indenture and the Junior Subordinated
Indenture are hereinafter referred to collectively as the "Indentures."

The Depositary Shares will be issued pursuant to a deposit agreement (the
"Deposit Agreement") between the Company and a depositary agent to be specified
therein (the "Depositary Agent").

The Common Stock Warrants will be issued under a common stock warrant agreement
(the "Common Stock Warrant Agreement") between the Company and a common stock
warrant agent to be specified therein. The Preferred Stock Warrants will be
issued under a preferred stock warrant agreement (the "Preferred Stock Warrant
Agreement") between the Company and a preferred stock warrant agent to be
specified therein. The senior debt security warrants will be issued under a
senior debt security warrant agreement (the "Senior Debt Security Warrant
Agreement") among the Company, a senior debt security warrant agent to be
specified therein and the Senior Trustee. The subordinated debt security
warrants will be issued under a subordinated debt security warrant agreement
(the "Subordinated Debt Security Warrant Agreement") among the Company, a
subordinated debt security warrant agent to be specified therein and the
Subordinated Indenture Trustee. The Other Warrants will be issued under a
warrant agreement (the "Other Warrant Agreement") between the Company, the
applicable trustee and a warrant agent to be specified therein. The Common Stock
Warrant Agreement, the Preferred Stock Warrant Agreement, the Senior Debt
Security Warrant Agreement, the Subordinated Debt Security Warrant Agreement and
the Other Warrant Agreement are hereinafter referred to collectively as the
"Warrant Agreements." Each party to a Warrant Agreement other than the Company
is referred to hereinafter as a "Counterparty."

The Purchase Contracts will be issued pursuant to a purchase contract agreement
(the "Purchase Contract Agreement") between the Company and a purchase contract
agent to be specified therein (the "Purchase Contract Agent").

The Units will be issued under a unit agreement (the "Unit Agreement") between
the Company and a unit agent to be specified therein (the "Unit Agent").

The Guarantees will be issued pursuant to a guarantee agreement (the "Guarantee
Agreement") between the Company and a guarantee trustee to be specified therein
(the "Guarantee Trustee").

In connection herewith, we have examined and relied without investigation as to
matters of fact upon the Registration Statement, including the Senior Indenture,
the Junior Subordinated Indenture, the form of the Subordinated Indenture and
the form of the Guarantee Agreement attached thereto as Exhibits 4.1, 4.2, 4.3



Reinsurance Group of America, Incorporated
March 7, 2005
Page 3

and 4.12, respectively, and such certificates, statements and results of
inquiries of public officials and officers and representatives of the Company
and originals or copies, certified or otherwise identified to our satisfaction,
of such other documents, corporate records, certificates and instruments as we
have deemed necessary or appropriate to enable us to render the opinions
expressed herein. We have assumed the genuineness of all signatures on all
documents examined by us, the legal competence and capacity of natural persons,
the authenticity of documents submitted to us as originals, and the conformity
with authentic original documents of all documents submitted to us as copies.

We also have assumed that: (1) at the time of execution, authentication,
issuance and delivery of the Senior Debt Securities, the Senior Indenture will
be the valid and legally binding obligation of the Senior Indenture Trustee,
enforceable against such party in accordance with its terms; (2) at the time of
execution, authentication, issuance and delivery of the Subordinated Debt
Securities, the Subordinated Indenture will be the valid and legally binding
obligation of the Subordinated Indenture Trustee, enforceable against such party
in accordance with its terms; (3) at the time of execution, authentication,
issuance and delivery of the Junior Subordinated Debt Securities, the Junior
Subordinated Indenture will be the valid and legally binding obligation of the
Junior Subordinated Indenture Trustee, enforceable against such party in
accordance with its terms; (4) at the time of execution, issuance and delivery
of the Receipts, the Deposit Agreement will be the valid and legally binding
obligation of the Depositary Agent, enforceable against such party in accordance
with its terms; and (5) at the time of the execution, issuance and delivery of
the Purchase Contracts, the Purchase Contract Agreement will be the valid and
legally binding obligation of the Purchase Contract Agent, enforceable against
such party in accordance with its terms; (6) at the time of the execution,
issuance and delivery of the Guarantees, the Guarantee Agreement will be the
valid and legally binding obligation of the Guarantee Trustee, enforceable
against such party in accordance with its terms; (7) at the time of the
execution, countersignature, issuance and delivery of any Securities Warrants,
the related Warrant Agreement will be the valid and legally binding obligation
of each Counterparty thereto, enforceable against such party in accordance with
its terms; and (8) at the time of the execution, countersignature, issuance and
delivery of the Units, the related Unit Agreement will be the valid and legally
binding obligation of the Unit Agent, enforceable against such party in
accordance with its terms.

We have assumed further that: (1) at the time of execution, authentication,
issuance and delivery of the Senior Debt Securities, the Senior Indenture will
continue to be in full force and effect and will not have been terminated or
rescinded by the Company or the Senior Indenture Trustee; (2) at the time of
execution, authentication, issuance and delivery of the Subordinated Debt
Securities, the Subordinated Indenture will have been duly authorized, executed
and delivered by the Company and the Subordinated Indenture Trustee; (3) at the
time of execution, authentication, issuance and delivery of the Junior
Subordinated Debt Securities, the Junior Subordinated Indenture will continue to
be in full force and effect and will not have been terminated or rescinded by
the Company or the Junior Subordinated Indenture Trustee; (4) at the time of
execution, issuance and delivery of the Purchase Contracts, the Purchase
Contract Agreement will have been duly authorized, executed and delivered by the
Company; (5) at the time of execution, issuance and delivery of the Receipts,
the Deposit Agreement will have been duly authorized, executed and delivered by
the Company and the Depositary Agent; (6) at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreement will have been duly authorized, executed and delivered by the
Company; (7) at the time of execution, issuance and delivery of the Guarantee,
the Guarantee Agreement will have been duly authorized, executed and delivered
by the Company; (8) at the time of execution, issuance and delivery of the
Units, the Unit Agreement will have been duly authorized, executed



Reinsurance Group of America, Incorporated
March 7, 2005
Page 4

and delivered by the Company; and (9) at the time of issuance and sale of any of
the Securities, the terms of the Securities, and their issuance and sale, will
have been established so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the Company
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company.

Based upon the foregoing, in reliance thereon, and subject to the assumptions,
comments, qualifications, limitations and exceptions stated herein and the
effectiveness of the Registration Statement under the Act, we are of the opinion
that:

      1. With respect to the Receipts, assuming the (a) taking of all necessary
corporate action to authorize and approve the issuance and terms of the related
Preferred Stock, (b) due filing of Articles of Amendment to the Articles of
Incorporation of the Company authorizing and establishing the terms of the
Preferred Stock, (c) terms of the Depositary Shares and of their issuance and
sale have been duly established in conformity with the terms of a valid and
legally binding Deposit Agreement conforming to the description thereof in the
Prospectus, (d) due issuance and delivery of the related Preferred Stock upon
payment of the consideration therefor provided in the applicable definitive
purchase, underwriting or similar agreement approved by the Board of Directors
of the Company, or a duly constituted committee thereof (collectively, the
"Board"), and (e) due issuance and delivery of Receipts evidencing the
Depositary Shares against the deposit of the Preferred Stock in accordance with
the Deposit Agreement, such Receipts will be validly issued and will entitle the
holders thereof to the rights specified in the Deposit Agreement.

      2. With respect to the Debt Securities, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
any Debt Securities, the terms of the offering thereof and related matters and
(b) due execution, authentication, issuance and delivery of such Debt Securities
upon payment of the consideration therefor provided for in the applicable
definitive purchase, underwriting or similar agreement approved by the Board and
otherwise in accordance with the provisions of the applicable Indenture, such
Debt Securities will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.

      3. With respect to the Guarantees, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Guarantees, the terms of the offering thereof and related matters, and (b)
due execution, issuance and delivery of the Guarantees upon payment of the
consideration thereof provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and otherwise in
accordance with the provisions of the applicable Guarantee Agreement, such
Guarantees will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.

      4. With respect to the Purchase Contracts, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Purchase Contracts, the terms of the offering thereof and related matters,
and (b) due execution, issuance and delivery of the Purchase Contracts upon
payment of the consideration for such Purchase Contracts provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the applicable
Purchase Contract Agreement, the Purchase Contracts will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.



Reinsurance Group of America, Incorporated
March 7, 2005
Page 5

      5. With respect to the Securities Warrants, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Securities Warrants, the terms of the offering thereof and related matters,
and (b) due execution, countersignature, issuance and delivery of such
Securities Warrants upon payment of the consideration for such Securities
Warrants provided for in the applicable definitive purchase, underwriting or
similar agreement approved by the Board and otherwise in accordance with the
provisions of the applicable Warrant Agreement, such Securities Warrants will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

      6. With respect to the Units, assuming the (a) taking of all necessary
corporate action to authorize and approve the issuance, execution and terms of
any Units, the related Unit Agreements and any Securities which are components
of the Units, the terms of the offering thereof and related matters, (b) taking
by third parties of all necessary corporate or other action to authorize and
approve the issuance and terms of any Third Party Debt Securities which are a
component of the Units, the terms of the offering thereof and related matters
and (c) due execution, countersignature (where applicable), authentication,
issuance and delivery of the Units, the Unit Agreements, the Securities that are
components of such Units, and such Third Party Debt Securities, in each case
upon the payment of the consideration therefor provided for in the applicable
definitive purchase, underwriting or similar agreement approved by the Board,
and otherwise in accordance with the provisions of the applicable (i) Deposit
Agreement, in the case of Depositary Shares or Receipts, (ii) Warrant Agreement,
in the case of Securities Warrants, (iii) Guarantee Agreement, in the case of
Guarantees, (iv) Purchase Contract Agreement, in the case of Purchase Contracts,
(v) Indenture, in the case of Debt Securities, (vi) Certificate of Trust and
Trust Agreement, in the case of Trust Preferred Securities, and (vii) indenture
or other authorizing document, in the case of Third Party Debt Securities, such
Units will be validly issued and will entitle the holders thereof to the rights
specified in the Unit Agreements.

In addition to the assumptions, comments, qualifications, limitations and
exceptions set forth above, the opinions set forth herein are further limited
by, subject to and based upon the following:

      (a) Our opinions herein reflect only the application of applicable laws of
the State of New York and the Federal laws of the United States of America. The
opinions set forth herein are made as of the date hereof and are subject to, and
may be limited by, future changes in the factual matters set forth herein, and
we undertake no duty to advise you of the same. The opinions expressed herein
are based upon the law in effect (and published or otherwise generally
available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, cases, decisions, rules or regulations of any other jurisdiction,
court or administrative agency.

      (b) Our opinions herein are subject to and may be limited by (i)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and
other similar laws affecting or relating to the rights and remedies of creditors
generally, including, without limitation, laws relative to fraudulent
conveyances, preferences and equitable subordination, (ii) general principles of
equity (regardless of whether considered in a proceeding in equity or at law),
(iii) an implied covenant of good faith and fair dealing, (iv) requirements that
a claim with respect to any Debt Securities or Guarantees denominated other than
in United States dollars (or a judgment denominated other than in United States
dollars with respect to such a claim) be converted into United States dollars at
a rate of exchange prevailing on a date determined pursuant to applicable law,
and (v)



Reinsurance Group of America, Incorporated
March 7, 2005
Page 6

governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.

      (c) Our opinions are further subject to the effect of generally applicable
rules of law arising from statutes, judicial and administrative decisions, and
the rules and regulations of governmental authorities that: (i) limit or affect
the enforcement of provisions of a contract that purport to require waiver of
the obligations of good faith, fair dealing, diligence and reasonableness; (ii)
limit the availability of a remedy under certain circumstances where another
remedy has been elected; (iii) limit the enforceability of provisions releasing,
exculpating or exempting a party from, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent the action or
inaction involves negligence, recklessness, willful misconduct or unlawful
conduct; (iv) may, where less than all of the contract may be unenforceable,
limit the enforceability of the balance of the contract to circumstances in
which the unenforceable portion is not an essential part of the agreed exchange
and (v) govern and afford judicial discretion regarding the determination of
damages and entitlement to attorneys' fees.

      (d) We express no opinion as to the enforceability of any rights to
indemnification or contribution provided for in any Indentures, Warrant
Agreements, Purchase Contract Agreements, Unit Agreements, Guarantee Agreements
or other agreements which are violative of public policy underlying any law,
rule or regulation (including any federal or state securities law, rule or
regulation) or the legality of such rights.

      (e) We express no opinion as to the enforceability of any provision in any
Indentures, Warrant Agreements, Purchase Contract Agreements, Unit Agreements,
Guarantee Agreements or other agreements purporting or attempting to (A) confer
exclusive jurisdiction and/or venue upon certain courts or otherwise waive the
defenses of forum non conveniens or improper venue, (B) confer subject matter
jurisdiction on a court not having independent grounds therefor, (C) modify or
waive the requirements for effective service of process for any action that may
be brought, (D) waive the right of the Company or any other person to a trial by
jury, (E) provide that remedies are cumulative or that decisions by a party are
conclusive, or (F) modify or waive the rights to notice, legal defenses,
statutes of limitations or other benefits that cannot be waived under applicable
law.

      (f) You have informed us that you intend to issue the Securities from time
to time on a delayed or continuous basis, and this opinion is limited to the
laws, including the rules and regulations, as in effect on the date hereof. We
understand that prior to issuing any Securities you will afford us an
opportunity to review the operative documents pursuant to which such Securities
are to be issued (including the applicable prospectus supplement) and will file
such supplement or amendment to this opinion (if any) as we may reasonably
consider necessary or appropriate by reason of the terms of such Securities.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus. We also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with agencies of such states
as you deem necessary in the course of complying with the laws of such states
regarding the offering and sale of the Securities. In giving such consent, we do
not thereby concede that we are within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.

Very truly yours,
/s/ Bryan Cave LLP

                                                                     Exhibit 5.3








                  [Richards, Layton & Finger, P.A. letterhead]

                                  March 7, 2005




Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039

         Re:      RGA Capital Trust III and RGA Capital Trust IV

Ladies and Gentlemen:

         We have acted as special Delaware counsel for RGA Capital Trust III
("Trust III") and RGA Capital Trust IV ("Trust IV"), each a Delaware statutory
trust, in connection with the matters set forth herein. Trust III and Trust IV
are hereinafter collectively referred to as the "Trusts" and sometimes
hereinafter individually referred to as a "Trust". At your request, this opinion
is being furnished to you.

         We have examined and relied upon such records, documents, certificates
and other instruments as in our judgment are necessary or appropriate to enable
us to render the opinions expressed below, including the following documents:

         (a)      The Certificate of Trust of Trust III (the "Trust III
                  Certificate of Trust"), as filed in the office of the
                  Secretary of State of the State of Delaware (the "Secretary of
                  State") on August 4, 2003;

         (b)      The Certificate of Trust of Trust IV (the "Trust IV
                  Certificate of Trust," together with the Trust III Certificate
                  of Trust, the "Certificates of Trust"), as filed in the office
                  of the Secretary of State on August 4, 2003;

         (c)      The Trust Agreement of Trust III, dated as of August 4, 2003,
                  among Reinsurance Group of America, Incorporated, a Missouri
                  corporation (the "Company"), and the trustees of Trust III
                  named therein;

         (d)      The Trust Agreement of Trust IV, dated as of August 4, 2003,
                  among the Company and the trustees of Trust IV named therein;

         (e)      The Registration Statement on Form S-3, which constitutes
                  Post-Effective Amendment No. 1 to Registration Statement Nos.
                  333-117261,





RGA Capital Trust III & RGA Capital Trust IV
c/o Reinsurance Group of America, Incorporated
March 7, 2005
Page 2


                  333-117261-01 and 117261-02 and Post-Effective Amendment No. 5
                  to Registration Statements Nos. 333-108200, 333-108200-01 and
                  333-108200-02 (collectively, the "Registration Statement"),
                  including a preliminary prospectus (the "Prospectus"),
                  relating to, among other things, the Preferred Securities of
                  the Trusts representing preferred beneficial interests in the
                  assets of the Trusts (each, a "Preferred Security" and
                  collectively, the "Preferred Securities"), in the form to be
                  filed by the Company and the Trusts with the Securities and
                  Exchange Commission on or about March 7, 2005;

         (f)      A form of Amended and Restated Trust Agreement for each of the
                  Trusts, to be entered into among the Company and the trustees
                  of the Trust named therein (collectively, the "Trust
                  Agreements" and individually, a "Trust Agreement"),
                  incorporated by reference in the Registration Statement
                  (including Exhibit D thereto);

         (g)      An Officer's Certificate of an officer of the Company as to
                  certain factual matters, a copy of which is attached hereto as
                  Exhibit A; and

         (h)      A Certificate of Good Standing for each of the Trusts, dated
                  March 4, 2005, obtained from the Secretary of State.

As to various questions of fact material to our opinion, we have relied upon the
representations made in the foregoing documents and upon certificates of
officers of the Company. Initially capitalized terms used herein and not
otherwise defined are used as defined in the Trust Agreements.

         With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

         For purposes of this opinion, we have assumed (i) except to the extent
provided in paragraph 1 below, the due organization or due formation, as the
case may be, and valid existence in good standing of each party to the documents
examined by us under the laws of the jurisdiction governing its organization or
formation, (ii) the legal capacity of natural persons who are parties to the
documents examined by us, (iii) other than the Trusts, that each of the parties
to the documents examined by us has the power and authority to execute and
deliver, and to perform its obligations under, such documents, (iv) other than
the Trusts, the due authorization, execution and delivery by all parties thereto
of all documents examined by us, (v) the receipt by each Person to whom a
Preferred Security is to be issued by the Trusts (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for such Preferred Security, in accordance with the
Trust Agreements and as contemplated by the Registration Statement, and (vi)
that the Preferred Securities are authenticated, issued and sold to the
Preferred Security Holders in accordance with the Trust Agreements and as
contemplated by the Registration Statement. We have not participated in the



RGA Capital Trust III & RGA Capital Trust IV
c/o Reinsurance Group of America, Incorporated
March 7, 2005
Page 3



preparation of the Registration Statement (except for providing this opinion) or
the Prospectus and assume no responsibility for their contents, except for this
opinion.

         This opinion is limited to the Delaware Statutory Trust Act, including
the statutory provisions and all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws, and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto.
Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.

         Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

         1. Each of the Trusts has been duly created and is validly existing in
good standing as a statutory trust under the Statutory Trust Act.

         2. The Preferred Securities of each Trust will be, when issued, validly
issued, fully paid and nonassessable beneficial interests in the assets of the
applicable Trust, subject to the qualifications set forth in paragraph 3 below.

         3. The Preferred Security Holders, as beneficial owners of the
applicable Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreements.

         We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                             Very truly yours,


                                             /s/ Richards, Layton & Finger, P.A.


GCK/gmh




Exhibit A

                   REINSURANCE GROUP OF AMERICA, INCORPORATED
                              OFFICER'S CERTIFICATE


                  The undersigned, an authorized officer of Reinsurance Group of
America, Incorporated" ("RGA"), Depositor, pursuant to the Trust Agreements of
RGA Capital Trust III ("Trust III") and RGA Capital Trust IV ("Trust IV"), each
of which is dated as of August 4, 2003 (the "Trust Agreements"), between
Reinsurance Groups of America, Incorporated, as Depositor, and the Trustees
named therein does hereby certify to Richards, Layton & Finger, P.A. that each
of the Trust Agreements constitute and, when executed, the Amended and Restated
Trust Agreements of Trust III and Trust IV, each of which will be filed as an
exhibit to the Registration Statement on Form S-3 to be filed by RGA, Trust III
and Trust IV with the Securities and Exchange Commission on March 7, 2005 (the
"Amended and Restated Trust Agreements), will constitute the entire agreement
among the parties thereto with respect to the subject matter thereof, including
with respect to the creation, operation and termination of the applicable Trust,
and that Certificates of Trust will be in full force and effect and will not be
amended.


Dated:  March 4, 2005



                                            /s/ Jack B. Lay
                                            -----------------------------------
                                            Name:   Jack B. Lay
                                            Title:  Executive Vice President and
                                                    Chief Financial Officer

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 12.1

                   REINSURANCE GROUP OF AMERICA, INCORPORATED
                       Ratio of Earnings to Fixed Charges







                                                        2000          2001(A)      2002        2003        2004
                                                      --------       --------    --------    --------    --------

                                                                                          
Income from continuing operations before income
   taxes                                              $  175.0       $   66.2    $  194.0    $  271.6    $  369.2
Minority interest in earnings (losses) of
   consolidated subsidiaries included in income
   from continuing operations before income taxes          0.3             --          --          --          --

Fixed charges:
      Interest expensed and capitalized                   17.6           18.1        35.5        36.8        38.4
      Interest credited on reinsurance contracts         104.8          111.7       126.7       179.7       198.9
      One-third of rentals                                 2.0            1.8         2.2         2.5         2.6
                                                      --------       --------    --------    --------    --------

         Total fixed charges                             124.4          131.6       164.4       219.0       239.9

      Less interest capitalized, net of amortization        --             --          --          --          --
                                                      --------       --------    --------    --------    --------

Income from continuing operations before income
   taxes                                              $  299.7       $  197.8    $  358.4    $  490.6    $  609.1
                                                      ========       ========    ========    ========    ========

Ratio of earnings to fixed charges                         2.4            1.5         2.2         2.2         2.5
                                                      ========       ========    ========    ========    ========

         Total fixed charges                          $  124.4       $  131.6    $  164.4    $  219.0    $  239.9
      Less Interest credited on reinsurance
        contracts                                       (104.8)        (111.7)     (126.7)     (179.7)     (198.9)
                                                      --------       --------    --------    --------    --------

         Total fixed charges excluding interest
           credited (b)                                   19.6           19.9        37.7        39.3        41.0
Income from continuing operations before income
   taxes and minority interest plus fixed charges
   excluding interest credited under reinsurance
   contracts (b)                                      $  194.9       $   86.1    $  231.7    $  310.9    $  410.2
                                                      ========       ========    ========    ========    ========

Ratio of earnings to fixed charges excluding
   interest credited under reinsurance contracts (b)       9.9            4.3         6.1         7.9        10.0
                                                      ========       ========    ========    ========    ========




(a)      Coverage ratio in 2001 is lower than other annual periods presented due
         to adverse mortality results, claims associated with the terrorist
         attacks on September 11, 2001, losses associated with the Company's
         Argentine operations, and $68.4 million in net realized capital losses.

(b)      This information is not required, but the Company believes it provides
         additional useful information on the coverage of fixed charges that are
         not related to our products.

                                                                    Exhibit 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Stockholders
Reinsurance Group of America, Incorporated


     We consent to the incorporation by reference in this Registration Statement
on Form S-3 which constitutes Post-Effective Amendment No. 1 to Registration
Statement Nos. 333-117261, 333-117261-01 and 333-117261-02 and Post-Effective
Amendment No. 5 to Registration Statement Nos. 333-108200, 333-108200-01 and
333-108200-02 of our report dated March 2, 2005 (which report expresses an
unqualified opinion and includes an explanatory paragraph relating to
Reinsurance Group of America, Incorporated and its subsidiaries (the "Company")
changing its method of accounting for certain non-traditional long duration
contracts and separate accounts, and for embedded derivatives in certain
insurance products as required by new accounting guidance), relating to the
consolidated financial statements and financial statement schedules of the
Company, and our report dated March 2, 2005 relating to management's report on
the effectiveness of internal control over financial reporting, appearing in the
Annual Report on Form 10-K of Reinsurance Group of America, Incorporated for the
year ended December 31, 2004, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.


/s/ Deloitte & Touche LLP


St. Louis, Missouri
March 4, 2005

                                                                    EXHIBIT 25.1
================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|


                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)


                   REINSURANCE GROUP OF AMERICA, INCORPORATED
               (Exact name of obligor as specified in its charter)

Missouri                                                     46-1627032
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


1370 Timberlake Manor Parkway
Chesterfield, Missouri                                       63017-6039
(Address of principal executive offices)                     (Zip code)

                                  -------------

                             Senior Debt Securities
                       (Title of the indenture securities)

================================================================================



1.        GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
          TRUSTEE:

      (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
          WHICH IT IS SUBJECT.

- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------


                                                                       
        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y.  10045

        Federal Deposit Insurance Corporation                             Washington, D.C.  20429

        New York Clearing House Association                               New York, New York   10005


      (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.


                                      -2-


                                    SIGNATURE


        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 2nd day of March, 2005.


                                                THE BANK OF NEW YORK



                                                By:       /s/  VAN K. BROWN
                                                    ----------------------------
                                                    Name:   VAN K. BROWN
                                                    Title:  VICE PRESIDENT





                                                                       EXHIBIT 7


- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2004, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
ASSETS                                                             In Thousands
- ------                                                             ------------
                                                                  
Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and
    currency and coin ...................................            $ 3,866,500
  Interest-bearing balances .............................              8,455,170
Securities:
  Held-to-maturity securities ...........................              1,885,665
  Available-for-sale securities .........................             20,781,508
Federal funds sold and securities
    purchased under agreements to resell.................
  Federal funds sold in domestic offices ................              3,730,007
  Securities purchased under agreements
    to resell ...........................................                847,805
Loans and lease financing receivables:
  Loans and leases held for sale ........................                      0
  Loans and leases, net of unearned
    income ..............................................             36,195,743
  LESS: Allowance for loan and
    lease losses ........................................                587,611
  Loans and leases, net of unearned
    income and allowance ................................             35,608,132
Trading Assets ..........................................              4,174,521
Premises and fixed assets (including
  capitalized leases) ...................................                949,424
Other real estate owned .................................                    754
Investments in unconsolidated
  subsidiaries and associated
  companies .............................................                268,366
Customers' liability to this bank on
  acceptances outstanding ...............................                 52,800
Intangible assets
  Goodwill ..............................................              2,746,404
  Other intangible assets ...............................                758,137



                                                                  
Other assets ............................................              8,013,234
                                                                     -----------
Total assets ............................................            $92,138,427
                                                                     ===========
LIABILITIES
Deposits:
  In domestic offices ...................................            $41,480,131
  Noninterest-bearing ...................................             16,898,525
  Interest-bearing ......................................             24,581,606
  In foreign offices, Edge and
    Agreement subsidiaries, and IBFs ....................             24,028,722
  Noninterest-bearing ...................................                576,431
  Interest-bearing ......................................             23,452,291
Federal funds purchased and
    securities sold under agreements
    to repurchase........................................
  Federal funds purchased in
    domestic offices ....................................              1,040,432
  Securities sold under agreements to
    repurchase ..........................................                491,007
Trading liabilities .....................................              2,724,930
Other borrowed money:
  (includes mortgage indebtedness and
  obligations under capitalized leases) .................              4,780,573
Not applicable
Bank's liability on acceptances
  executed and outstanding ..............................                 54,517
Subordinated notes and debentures .......................              2,390,000
Other liabilities .......................................              6,901,014
                                                                     -----------
Total liabilities .......................................            $83,891,326
                                                                     ===========

Minority interest in consolidated
  subsidiaries ..........................................                140,499

EQUITY CAPITAL
Perpetual preferred stock and related
  surplus ...............................................                      0
Common stock ............................................              1,135,284
Surplus (exclude all surplus related
  to preferred stock) ...................................              2,087,221
Retained earnings .......................................              4,892,420
Accumulated other comprehensive income ..................                 (8,323)
Other equity capital components .........................                      0
- --------------------------------------------------------------------------------
Total equity capital ....................................              8,106,602
                                                                     -----------



                                                                  
Total liabilities, minority interest,
  and equity capital ....................................            $92,138,427
                                                                     ===========


      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                        Thomas J. Mastro,
                                    Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.


Thomas A. Renyi
Gerald L. Hassell                           Directors
Alan R. Griffith

                                                                    EXHIBIT 25.3
================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|


                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)


                   REINSURANCE GROUP OF AMERICA, INCORPORATED
               (Exact name of obligor as specified in its charter)

Missouri                                                     46-1627032
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


1370 Timberlake Manor Parkway
Chesterfield, Missouri                                       63017-6039
(Address of principal executive offices)                     (Zip code)

                                  -------------

                       Junior Subordinated Debt Securities
                       (Title of the indenture securities)

================================================================================



1.        GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
          TRUSTEE:

      (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
          WHICH IT IS SUBJECT.

- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------


                                                                       
        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y.  10045

        Federal Deposit Insurance Corporation                             Washington, D.C.  20429

        New York Clearing House Association                               New York, New York   10005


      (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.



                                      -2-


                                    SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 2nd day of March, 2005.


                                          THE BANK OF NEW YORK



                                          By:       /s/  VAN K. BROWN
                                              ----------------------------------
                                              Name:  VAN K. BROWN
                                              Title: VICE PRESIDENT






                                                                       EXHIBIT 7


- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2004, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
ASSETS                                                             In Thousands
- ------                                                             ------------
                                                                  
Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and
    currency and coin ...................................            $ 3,866,500
  Interest-bearing balances .............................              8,455,170
Securities:
  Held-to-maturity securities ...........................              1,885,665
  Available-for-sale securities .........................             20,781,508
  Federal funds sold and securities
    purchased under agreements to resell.................
  Federal funds sold in domestic offices ................              3,730,007
  Securities purchased under agreements
    to resell ...........................................                847,805
Loans and lease financing receivables:
  Loans and leases held for sale ........................                      0
  Loans and leases, net of unearned
    income ..............................................             36,195,743
  LESS: Allowance for loan and
    lease losses ........................................                587,611
  Loans and leases, net of unearned
    income and allowance ................................             35,608,132
Trading Assets ..........................................              4,174,521
Premises and fixed assets (including
  capitalized leases) ...................................                949,424
Other real estate owned .................................                    754
Investments in unconsolidated
  subsidiaries and associated
  companies .............................................                268,366
Customers' liability to this bank on
  acceptances outstanding ...............................                 52,800
Intangible assets
  Goodwill ..............................................              2,746,404
  Other intangible assets ...............................                758,137



                                                                  
Other assets ............................................              8,013,234
                                                                     -----------
Total assets ............................................            $92,138,427
                                                                     ===========
LIABILITIES
Deposits:
  In domestic offices ...................................            $41,480,131
  Noninterest-bearing ...................................             16,898,525
  Interest-bearing ......................................             24,581,606
  In foreign offices, Edge and
    Agreement subsidiaries, and IBFs ....................             24,028,722
  Noninterest-bearing ...................................                576,431
  Interest-bearing ......................................             23,452,291
Federal funds purchased and
    securities sold under agreements
    to repurchase........................................
  Federal funds purchased in
    domestic offices ....................................              1,040,432
  Securities sold under agreements to
    repurchase ..........................................                491,007
Trading liabilities .....................................              2,724,930
Other borrowed money:
  (includes mortgage indebtedness and
  obligations under capitalized leases) .................              4,780,573
Not applicable
Bank's liability on acceptances
  executed and outstanding ..............................                 54,517
Subordinated notes and debentures .......................              2,390,000
Other liabilities .......................................              6,901,014
                                                                     -----------
Total liabilities .......................................            $83,891,326
                                                                     ===========

Minority interest in consolidated
  subsidiaries ..........................................                140,499

EQUITY CAPITAL
Perpetual preferred stock and related
  surplus ...............................................                      0
Common stock ............................................              1,135,284
Surplus (exclude all surplus related
  to preferred stock) ...................................              2,087,221
Retained earnings .......................................              4,892,420
Accumulated other comprehensive income ..................                 (8,323)
Other equity capital components .........................                      0
- --------------------------------------------------------------------------------
Total equity capital ....................................              8,106,602
                                                                     -----------



                                                                  
Total liabilities, minority interest,
  and equity capital ....................................            $92,138,427
                                                                     ===========


      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                        Thomas J. Mastro,
                                    Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.


Thomas A. Renyi
Gerald L. Hassell                           Directors
Alan R. Griffith

                                                                    EXHIBIT 25.4

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                          SECTION 305(b)(2)       |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                               13-5160382
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)

One Wall Street, New York, N.Y.                        10286
(Address of principal executive offices)               (Zip code)



                   REINSURANCE GROUP OF AMERICA, INCORPORATED
               (Exact name of obligor as specified in its charter)

Missouri                                               46-1627032
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)


1370 Timberlake Manor Parkway
Chesterfield, Missouri                                 63017-6039
(Address of principal executive offices)               (Zip code)

                                  -------------

                      Guarantee of Preferred Securities of
                              RGA CAPITAL TRUST III
                       (Title of the indenture securities)

================================================================================

1.          GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
            TRUSTEE:

      (A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
            IT IS SUBJECT.



- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------
                                               
      Superintendent of Banks of the State of     2 Rector Street, New York,
      New York                                    N.Y.  10006, and Albany, N.Y.
                                                  12203

      Federal Reserve Bank of New York            33 Liberty Plaza, New York,
                                                  N.Y.  10045

      Federal Deposit Insurance Corporation       Washington, D.C.  20429

      New York Clearing House Association         New York, New York   10005


      (B)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.




                                      -2-

                                    SIGNATURE

      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 2nd day of March, 2005.

                                        THE BANK OF NEW YORK



                                        By:   /s/  VAN K. BROWN
                                            -------------------
                                            Name:  VAN K. BROWN
                                            Title: VICE PRESIDENT




                                                                       EXHIBIT 7


- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2004, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
ASSETS                                                             In Thousands
- ------                                                             ------------
                                                                  
Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and
    currency and coin ...................................            $ 3,866,500
  Interest-bearing balances .............................              8,455,170
Securities:
  Held-to-maturity securities ...........................              1,885,665
  Available-for-sale securities .........................             20,781,508
Federal funds sold and securities
    purchased under agreements to resell ................
  Federal funds sold in domestic offices ................              3,730,007
  Securities purchased under agreements
    to resell ...........................................                847,805
Loans and lease financing receivables:
  Loans and leases held for sale ........................                      0
  Loans and leases, net of unearned
    income ..............................................             36,195,743
  LESS: Allowance for loan and
    lease losses ........................................                587,611
  Loans and leases, net of unearned
    income and allowance ................................             35,608,132
Trading Assets ..........................................              4,174,521
Premises and fixed assets (including
  capitalized leases) ...................................                949,424
Other real estate owned .................................                    754
Investments in unconsolidated
  subsidiaries and associated
  companies .............................................                268,366
Customers' liability to this bank on
  acceptances outstanding ...............................                 52,800
Intangible assets
  Goodwill ..............................................              2,746,404
  Other intangible assets ...............................                758,137



                                                                  
Other assets ............................................              8,013,234
                                                                     -----------
Total assets ............................................            $92,138,427
                                                                     ===========
LIABILITIES
Deposits:
  In domestic offices ...................................            $41,480,131
  Noninterest-bearing ...................................             16,898,525
  Interest-bearing ......................................             24,581,606
  In foreign offices, Edge and
    Agreement subsidiaries, and IBFs ....................             24,028,722
  Noninterest-bearing ...................................                576,431
  Interest-bearing ......................................             23,452,291
Federal funds purchased and
    securities sold under agreements
    to repurchase........................................
  Federal funds purchased in
    domestic offices ....................................              1,040,432
  Securities sold under agreements to
    repurchase ..........................................                491,007
Trading liabilities .....................................              2,724,930
Other borrowed money:
  (includes mortgage indebtedness and
  obligations under capitalized leases) .................              4,780,573
Not applicable
Bank's liability on acceptances
  executed and outstanding ..............................                 54,517
Subordinated notes and debentures .......................              2,390,000
Other liabilities .......................................              6,901,014
                                                                     -----------
Total liabilities .......................................            $83,891,326
                                                                     ===========

Minority interest in consolidated
  subsidiaries ..........................................                140,499

EQUITY CAPITAL
Perpetual preferred stock and related
  surplus ...............................................                      0
Common stock ............................................              1,135,284
Surplus (exclude all surplus related
  to preferred stock) ...................................              2,087,221
Retained earnings .......................................              4,892,420
Accumulated other comprehensive income ..................                 (8,323)
Other equity capital components .........................                      0
- --------------------------------------------------------------------------------
Total equity capital ....................................              8,106,602
                                                                     -----------



                                                                  
Total liabilities, minority interest,
  and equity capital ....................................            $92,138,427
                                                                     ===========


      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                        Thomas J. Mastro,
                                    Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.


Thomas A. Renyi
Gerald L. Hassell                           Directors
Alan R. Griffith

                                                                    EXHIBIT 25.5

================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|


                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                               13-5160382
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)

One Wall Street, New York, N.Y.                        10286
(Address of principal executive offices)               (Zip code)



                   REINSURANCE GROUP OF AMERICA, INCORPORATED
               (Exact name of obligor as specified in its charter)

Missouri                                               46-1627032
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)


1370 Timberlake Manor Parkway
Chesterfield, Missouri                                 63017-6039
(Address of principal executive offices)               (Zip code)

                                  -------------

                      Guarantee of Preferred Securities of
                              RGA CAPITAL TRUST IV
                       (Title of the indenture securities)

================================================================================

1.       GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO
         THE TRUSTEE:

     (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
         IT IS SUBJECT.



- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------
                                               
     Superintendent of Banks of the State of      2 Rector Street, New York,
     New York                                     N.Y.  10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                                  N.Y. 10045

     Federal Deposit Insurance Corporation        Washington, D.C.  20429

     New York Clearing House Association          New York, New York   10005


     (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(D).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
          T-1 filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or
          examining authority.


                                      -2-

                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 2nd day of March, 2005.

                               THE BANK OF NEW YORK



                               By:       /s/  VAN K. BROWN
                                   ---------------------------------------
                                   Name:    VAN K. BROWN
                                   Title:   VICE PRESIDENT




                                                                       EXHIBIT 7


- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2004, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
ASSETS                                                             In Thousands
- ------                                                             ------------
                                                                  
Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and
    currency and coin ...................................            $ 3,866,500
  Interest-bearing balances .............................              8,455,170
Securities:
  Held-to-maturity securities ...........................              1,885,665
  Available-for-sale securities .........................             20,781,508
Federal funds sold and securities
    purchased under agreements to resell ................
  Federal funds sold in domestic offices ................              3,730,007
  Securities purchased under agreements
    to resell ...........................................                847,805
Loans and lease financing receivables:
  Loans and leases held for sale ........................                      0
  Loans and leases, net of unearned
    income ..............................................             36,195,743
  LESS: Allowance for loan and
    lease losses ........................................                587,611
  Loans and leases, net of unearned
    income and allowance ................................             35,608,132
Trading Assets ..........................................              4,174,521
Premises and fixed assets (including
  capitalized leases) ...................................                949,424
Other real estate owned .................................                    754
Investments in unconsolidated
  subsidiaries and associated
  companies .............................................                268,366
Customers' liability to this bank on
  acceptances outstanding ...............................                 52,800
Intangible assets
  Goodwill ..............................................              2,746,404
  Other intangible assets ...............................                758,137



                                                                  
Other assets ............................................              8,013,234
                                                                     -----------
Total assets ............................................            $92,138,427
                                                                     ===========
LIABILITIES
Deposits:
  In domestic offices ...................................            $41,480,131
  Noninterest-bearing ...................................             16,898,525
  Interest-bearing ......................................             24,581,606
  In foreign offices, Edge and
    Agreement subsidiaries, and IBFs ....................             24,028,722
  Noninterest-bearing ...................................                576,431
  Interest-bearing ......................................             23,452,291
Federal funds purchased and
    securities sold under agreements
    to repurchase .......................................
  Federal funds purchased in
    domestic offices ....................................              1,040,432
  Securities sold under agreements to
    repurchase ..........................................                491,007
Trading liabilities .....................................              2,724,930
Other borrowed money:
  (includes mortgage indebtedness and
  obligations under capitalized leases) .................              4,780,573
Not applicable
Bank's liability on acceptances
  executed and outstanding ..............................                 54,517
Subordinated notes and debentures .......................              2,390,000
Other liabilities .......................................              6,901,014
                                                                     -----------
Total liabilities .......................................            $83,891,326
                                                                     ===========

Minority interest in consolidated
  subsidiaries ..........................................                140,499

EQUITY CAPITAL
Perpetual preferred stock and related
  surplus ...............................................                      0
Common stock ............................................              1,135,284
Surplus (exclude all surplus related
  to preferred stock) ...................................              2,087,221
Retained earnings .......................................              4,892,420
Accumulated other comprehensive income ..................                 (8,323)
Other equity capital components .........................                      0
- --------------------------------------------------------------------------------
Total equity capital ....................................              8,106,602
                                                                     -----------



                                                                  
Total liabilities, minority interest,
  and equity capital ....................................            $92,138,427
                                                                     ===========


      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                        Thomas J. Mastro,
                                    Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.


Thomas A. Renyi
Gerald L. Hassell                           Directors
Alan R. Griffith

                                                                    EXHIBIT 25.6
================================================================================


                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|


                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)


                              RGA CAPITAL TRUST III
               (Exact name of obligor as specified in its charter)

Delaware                                                 41-6521118
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)


1370 Timberlake Manor Parkway
Chesterfield, Missouri                                   63017-6039
(Address of principal executive offices)                 (Zip code)

                                  -------------

                              Preferred Securities
                       (Title of the indenture securities)

================================================================================

1.                GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO
                  THE TRUSTEE:

     (A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
           IT IS SUBJECT.

- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------

     Superintendent of Banks of the State of      2 Rector Street, New York,
     New York                                     N.Y. 10006, and Albany, N.Y.
                                                  12203

     Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                                  N.Y. 10045

     Federal Deposit Insurance Corporation        Washington, D.C. 20429

     New York Clearing House Association          New York, New York 10005

     (B)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(D).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains
          the authority to commence business and a grant of powers to
          exercise corporate trust powers.  (Exhibit 1 to Amendment No. 1
          to Form T-1 filed with Registration Statement No. 33-6215,
          Exhibits 1a and 1b to Form T-1 filed with Registration Statement
          No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration
          Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee.  (Exhibit 4 to
          Form T-1 filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the
          Act.  (Exhibit 6 to Form T-1 filed with Registration Statement
          No. 33-44051.)

     7.   A copy of the latest report of condition of the Trustee
          published pursuant to law or to the requirements of its
          supervising or examining authority.


                                      -2-

                                    SIGNATURE


     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 2nd day of March, 2005.


                                        THE BANK OF NEW YORK


                                        By:   /s/  VAN K. BROWN
                                            ----------------------------
                                            Name:  VAN K. BROWN
                                            Title: VICE PRESIDENT





                                                                       EXHIBIT 7


- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2004, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
ASSETS                                                             In Thousands
- ------                                                             ------------
                                                                  
Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and
    currency and coin ...................................            $ 3,866,500
  Interest-bearing balances .............................              8,455,170
Securities:
  Held-to-maturity securities ...........................              1,885,665
  Available-for-sale securities .........................             20,781,508
Federal funds sold and securities
    purchased under agreements to resell ................
  Federal funds sold in domestic offices ................              3,730,007
  Securities purchased under agreements
    to resell ...........................................                847,805
Loans and lease financing receivables:
  Loans and leases held for sale ........................                      0
  Loans and leases, net of unearned
    income ..............................................             36,195,743
  LESS: Allowance for loan and
    lease losses ........................................                587,611
  Loans and leases, net of unearned
    income and allowance ................................             35,608,132
Trading Assets ..........................................              4,174,521
Premises and fixed assets (including
  capitalized leases) ...................................                949,424
Other real estate owned .................................                    754
Investments in unconsolidated
  subsidiaries and associated
  companies .............................................                268,366
Customers' liability to this bank on
  acceptances outstanding ...............................                 52,800
Intangible assets
  Goodwill ..............................................              2,746,404
  Other intangible assets ...............................                758,137



                                                                  
Other assets ............................................              8,013,234
                                                                     -----------
Total assets ............................................            $92,138,427
                                                                     ===========
LIABILITIES
Deposits:
  In domestic offices ...................................            $41,480,131
  Noninterest-bearing ...................................             16,898,525
  Interest-bearing ......................................             24,581,606
  In foreign offices, Edge and
    Agreement subsidiaries, and IBFs ....................             24,028,722
  Noninterest-bearing ...................................                576,431
  Interest-bearing ......................................             23,452,291
Federal funds purchased and
    securities sold under agreements
    to repurchase .......................................
  Federal funds purchased in
    domestic offices ....................................              1,040,432
  Securities sold under agreements to
    repurchase ..........................................                491,007
Trading liabilities .....................................              2,724,930
Other borrowed money:
  (includes mortgage indebtedness and
  obligations under capitalized leases) .................              4,780,573
Not applicable
Bank's liability on acceptances
  executed and outstanding ..............................                 54,517
Subordinated notes and debentures .......................              2,390,000
Other liabilities .......................................              6,901,014
                                                                     -----------
Total liabilities .......................................            $83,891,326
                                                                     ===========

Minority interest in consolidated
  subsidiaries ..........................................                140,499

EQUITY CAPITAL
Perpetual preferred stock and related
  surplus ...............................................                      0
Common stock ............................................              1,135,284
Surplus (exclude all surplus related
  to preferred stock) ...................................              2,087,221
Retained earnings .......................................              4,892,420
Accumulated other comprehensive income ..................                 (8,323)
Other equity capital components .........................                      0
- --------------------------------------------------------------------------------
Total equity capital ....................................              8,106,602
                                                                     -----------



                                                                  
Total liabilities, minority interest,
  and equity capital ....................................            $92,138,427
                                                                     ===========


      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                        Thomas J. Mastro,
                                    Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.


Thomas A. Renyi
Gerald L. Hassell                           Directors
Alan R. Griffith

                                                                    EXHIBIT 25.7
================================================================================


                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|


                             THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)

New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)


                              RGA CAPITAL TRUST IV
               (Exact name of obligor as specified in its charter)

Delaware                                                 41-6521120
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)


1370 Timberlake Manor Parkway
Chesterfield, Missouri                                   63017-6039
(Address of principal executive offices)                 (Zip code)

                                 -------------

                              Preferred Securities
                      (Title of the indenture securities)

================================================================================

1.          GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
            TRUSTEE:

      (A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
            IT IS SUBJECT.

- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------

      Superintendent of Banks of the State of      2 Rector Street, New York,
      New York                                     N.Y.  10006, and Albany,
                                                   N.Y. 12203

      Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                                   N.Y.  10045

      Federal Deposit Insurance Corporation        Washington, D.C.  20429

      New York Clearing House Association          New York, New York   10005

      (B)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.


                                       -2-

                                    SIGNATURE


     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 2nd day of March, 2005.


                                        THE BANK OF NEW YORK


                                        By:     /s/  VAN K. BROWN
                                            -----------------------
                                            Name:    VAN K. BROWN
                                            Title:   VICE PRESIDENT





                                                                       EXHIBIT 7


- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2004, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
ASSETS                                                             In Thousands
- ------                                                             ------------
                                                                  
Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and
    currency and coin ...................................            $ 3,866,500
  Interest-bearing balances .............................              8,455,170
Securities:
  Held-to-maturity securities ...........................              1,885,665
  Available-for-sale securities .........................             20,781,508
Federal funds sold and securities
    purchased under agreements to resell.................
  Federal funds sold in domestic offices ................              3,730,007
  Securities purchased under agreements
    to resell ...........................................                847,805
Loans and lease financing receivables:
  Loans and leases held for sale ........................                      0
  Loans and leases, net of unearned
    income ..............................................             36,195,743
  LESS: Allowance for loan and
    lease losses ........................................                587,611
  Loans and leases, net of unearned
    income and allowance ................................             35,608,132
Trading Assets ..........................................              4,174,521
Premises and fixed assets (including
  capitalized leases) ...................................                949,424
Other real estate owned .................................                    754
Investments in unconsolidated
  subsidiaries and associated
  companies .............................................                268,366
Customers' liability to this bank on
  acceptances outstanding ...............................                 52,800
Intangible assets
  Goodwill ..............................................              2,746,404
  Other intangible assets ...............................                758,137



                                                                  
Other assets ............................................              8,013,234
                                                                     -----------
Total assets ............................................            $92,138,427
                                                                     ===========
LIABILITIES
Deposits:
  In domestic offices ...................................            $41,480,131
  Noninterest-bearing ...................................             16,898,525
  Interest-bearing ......................................             24,581,606
  In foreign offices, Edge and
    Agreement subsidiaries, and IBFs ....................             24,028,722
  Noninterest-bearing ...................................                576,431
  Interest-bearing ......................................             23,452,291
Federal funds purchased and
    securities sold under agreements
    to repurchase .......................................
  Federal funds purchased in
    domestic offices ....................................              1,040,432
  Securities sold under agreements to
    repurchase ..........................................                491,007
Trading liabilities .....................................              2,724,930
Other borrowed money:
  (includes mortgage indebtedness and
  obligations under capitalized leases) .................              4,780,573
Not applicable
Bank's liability on acceptances
  executed and outstanding ..............................                 54,517
Subordinated notes and debentures .......................              2,390,000
Other liabilities .......................................              6,901,014
                                                                     -----------
Total liabilities .......................................            $83,891,326
                                                                     ===========

Minority interest in consolidated
  subsidiaries ..........................................                140,499

EQUITY CAPITAL
Perpetual preferred stock and related
  surplus ...............................................                      0
Common stock ............................................              1,135,284
Surplus (exclude all surplus related
  to preferred stock) ...................................              2,087,221
Retained earnings .......................................              4,892,420
Accumulated other comprehensive income ..................                 (8,323)
Other equity capital components .........................                      0
- --------------------------------------------------------------------------------
Total equity capital ....................................              8,106,602
                                                                     -----------



                                                                  
Total liabilities, minority interest,
  and equity capital ....................................            $92,138,427
                                                                     ===========


      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                        Thomas J. Mastro,
                                    Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.


Thomas A. Renyi
Gerald L. Hassell                           Directors
Alan R. Griffith