Edgar Filing: TORCHMARK CORP

CUSIP NO.

891027104

13G

Page 1 of 17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

TORCHMARK CORPORATION

(Name of Issuer)

Common Stock, $1.00 Par Value

(Title of Class of Securities)

891027104

(CUSIP Number)

August 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this

Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's

initial filing on this form with respect to the subject class of securities,

and for any subsequent amendment containing information which would alter the

disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be

deemed to be "filed" for the purpose of Section 18 of the Securities Exchange

Act of 1934 ("Act") or otherwise subject to the liabilities of that section of

the Act but shall be subject to all other provisions of the Act (however, see

the Notes).

CUSIP NO.

891027104

13G

Page 2 of 17

NAMES OF REPORTING PERSONS.

Franklin Resources, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

SOLE VOTING POWER

(See Item 4)

SHARED VOTING POWER

(See Item 4)

SOLE DISPOSITIVE POWER

(See Item 4)

SHARED DISPOSITIVE POWER

(See Item 4)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,782,115

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.1%

12.

TYPE OF REPORTING PERSON

HC, CO (See Item 4)

CUSIP NO.

891027104

13G

Page 3 of 17

NAMES OF REPORTING PERSONS.

Charles B. Johnson

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

SOLE VOTING POWER

(See Item 4)

SHARED VOTING POWER

(See Item 4)

SOLE DISPOSITIVE POWER

(See Item 4)

SHARED DISPOSITIVE POWER

(See Item 4)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,782,115

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.1%

12.

TYPE OF REPORTING PERSON

HC, IN (See Item 4)

CUSIP NO.

891027104

13G

Page 4 of 17

NAMES OF REPORTING PERSONS.

Rupert H. Johnson, Jr.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

SOLE VOTING POWER

(See Item 4)

SHARED VOTING POWER

(See Item 4)

SOLE DISPOSITIVE POWER

(See Item 4)

SHARED DISPOSITIVE POWER

(See Item 4)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,782,115

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.1%

12.

TYPE OF REPORTING PERSON

HC, IN (See Item 4)

CUSIP NO.

891027104

13G

Page 5 of 17

NAMES OF REPORTING PERSONS.

Templeton Global Advisors Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bahamas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

SOLE VOTING POWER

6,188,884

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,425,524

SHARED DISPOSITIVE POWER

10,240

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,435,764

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.4%

12.

TYPE OF REPORTING PERSON

IA, CO (See Item 4)

CUSIP NO.

891027104

13G

Page 6 of 17

Item 1.

(a)

Name of Issuer

TORCHMARK CORPORATION

(b)

Address of Issuer's Principal Executive Offices

3700 South Stonebridge Drive

McKinney, TX 75070

Item 2.

(a)

Name of Person Filing

(i):

Franklin Resources, Inc.

(ii):

Charles B. Johnson

(iii):

Rupert H. Johnson, Jr.

(iv):

Templeton Global Advisors Limited

(b)

Address of Principal Business Office or, if none, Residence

(i), (ii), and (iii):

One Franklin Parkway

San Mateo, CA 94403-1906

(iv):

Templeton Building, Lyford Cay

Nassau

(c)

Citizenship

(i):

Delaware

(ii) and (iii): USA

(iv):

Bahamas

(d)

Title of Class of Securities

Common Stock, $1.00 Par Value

(e)

CUSIP Number

891027104

CUSIP NO.

891027104

13G

Page 7 of 17

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or

(c), check whether the person filing is a:

(a)

o Broker or dealer registered under section 15 of the Act

(15 U.S.C. 78o).

(b)

o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o Insurance company as defined in section 3(a)(19) of the

Act (15 U.S.C. 78c).

(d)

o Investment company registered under section 8 of the

Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

x An investment adviser in accordance with §240.13d-1(b)(1)

(ii)(E);

(f)

o An employee benefit plan or endowment fund in accordance

with §240.13d-1(b)(1)(ii)(F);

(g)

x A parent holding company or control person in accordance

with §240.13d-1(b)(1)(ii)(G);

(h)

o A savings associations as defined in Section 3(b) of the

Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o A church plan that is excluded from the definition of an

investment company under section 3(c)(14) of the Investment

Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

The securities reported herein (the “Securities”) are beneficially owned by one

or more open- or closed-end investment companies or other managed accounts that

are investment management clients of investment managers that are direct and

indirect subsidiaries (each, an “Investment Management Subsidiary” and,

collectively, the “Investment Management Subsidiaries”) of Franklin Resources,

Inc. (“FRI”), including the Investment Management Subsidiaries listed in Item

7. Investment management contracts grant to the Investment Management

Subsidiaries all investment and/or voting power over the securities owned by

such investment management clients, unless otherwise noted in this Item 4.

Therefore, for purposes of Rule 13d-3 under the Act, the Investment Management

Subsidiaries may be deemed to be the beneficial owners of the Securities.

Beneficial ownership by investment management subsidiaries and other affiliates

of FRI is being reported in conformity with the guidelines articulated by the

SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations,

such as FRI, where related entities exercise voting and investment powers over

the securities being reported independently from each other. The voting and

investment powers held by Franklin Mutual Advisers, LLC (“FMA”), an indirect

wholly-owned Investment Management Subsidiary, are exercised independently from

FRI and from all other Investment Management Subsidiaries (FRI, its affiliates

and the Investment Management Subsidiaries other than FMA are collectively,

“FRI affiliates”). Furthermore, internal policies and procedures of FMA and FRI

establish informational barriers that prevent the flow between FMA and the FRI

affiliates of information that relates to the voting and investment powers over

the securities owned by their respective investment management clients.

Consequently, FMA and the FRI affiliates report the securities over which they

hold investment and voting power separately from each other for purposes of

Section 13 of the Act.

CUSIP NO.

891027104

13G

Page 8 of 17

Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”)

each own in excess of 10% of the outstanding common stock of FRI and are the

principal stockholders of FRI. FRI and the Principal Shareholders may be

deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners

of securities held by persons and entities for whom or for which FRI

subsidiaries provide investment management services. The number of shares that

may be deemed to be beneficially owned and the percentage of the class of which

such shares are a part are reported in Items 9 and 11 of the cover pages for

FRI and each of the Principal Shareholders. FRI, the Principal Shareholders

and each of the Investment Management Subsidiaries disclaim any pecuniary

interest in any of the Securities. In addition, the filing of this Schedule

13G on behalf of the Principal Shareholders, FRI and FRI affiliates, as

applicable, should not be construed as an admission that any of them is, and

each disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of

any of the Securities.

FRI, the Principal Shareholders, and each of the Investment Management

Subsidiaries believe that they are not a “group” within the meaning of Rule

13d-5 under the Act and that they are not otherwise required to attribute to

each other the beneficial ownership of the Securities held by any of them or by

any persons or entities for whom or for which FRI subsidiaries provide

investment management services.

(a)

Amount beneficially owned:

8,782,115

(b)

Percent of class:

10.1%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

Franklin Resources, Inc.:

Charles B. Johnson:

Rupert H. Johnson, Jr.:

Templeton Global Advisors Limited:

6,188,884

Franklin Templeton Investment Management

822,278

Limited:

Franklin Templeton Investments (Asia) Ltd.:

190,750

Templeton Investment Counsel, LLC:

121,600

Franklin Templeton Investments Australia

71,461

Limited:

Franklin Advisers, Inc.:

54,960

Franklin Templeton Investments Corp.:

18,730

Fiduciary Trust Company International:

9,800

Templeton Asset Management Ltd.:

5,580

Franklin Templeton Investments Japan Limited:

3,490

Franklin Templeton Portfolio Advisors, Inc.¹:

3,600

CUSIP NO.

891027104

13G

Page 9 of 17

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

Franklin Resources, Inc.:

Charles B. Johnson:

Rupert H. Johnson, Jr.:

Templeton Global Advisors Limited:

6,425,524

Franklin Templeton Investment Management

1,605,530

Limited:

Franklin Templeton Investments (Asia) Ltd.:

414,180

Templeton Investment Counsel, LLC:

121,600

Franklin Templeton Investments Australia

56,220

Limited:

Franklin Advisers, Inc.:

54,960

Franklin Templeton Investments Corp.:

18,730

Fiduciary Trust Company International:

9,800

Templeton Asset Management Ltd.:

5,580

Franklin Templeton Investments Japan Limited:

3,490

Franklin Templeton Portfolio Advisors, Inc.:

3,600

(iv)

Shared power to dispose or to direct the disposition of²

Templeton Investment Counsel, LLC:

37,420

Franklin Templeton Investments Australia

15,241

Limited:

Templeton Global Advisors Limited:

10,240

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date

hereof the reporting person has ceased to be the beneficial owner of

more than five percent of the class of securities,

check the following o. Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The clients of the Investment Management Subsidiaries, including

investment companies registered under the Investment Company Act of

1940 and other managed accounts, have the right to receive or power to

direct the receipt of dividends from, as well as the proceeds from the

sale of, such securities reported on in this statement.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the

Security Being Reported on By the Parent Holding Company

See Attached Exhibit C

(See also Item 4)

CUSIP NO.

891027104

13G

Page 10 of 17

Item 8.

Identification and Classification of Members of the Group

Not Applicable (See also Item 4)

Item 9.

Notice of Dissolution of Group

Not Applicable

CUSIP NO.

891027104

13G

Page 11 of 17

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the

securities referred to above were acquired and are held in the ordinary course

of business and were not acquired and are not held for the purpose of or with

the effect of changing or influencing the control of the issuer of the

securities and were not acquired and are not held in connection with or as a

participant in any transaction having that purpose or effect.

This report shall not be construed as an admission by the persons filing the

report that they are the beneficial owner of any securities covered by this

report.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify

that the information set forth in this statement is true, complete and correct.

Dated:

September 9, 2008

Franklin Resources, Inc.

Charles B. Johnson

Rupert H. Johnson, Jr.

By:

/s/ROBERT C. ROSSELOT

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

Robert C. Rosselot

Assistant Secretary of Franklin Resources, Inc.

Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney

attached to this Schedule 13G

Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney

attached to this Schedule 13G

Templeton Global Advisors Limited

By:

/s/GREGORY E. MCGOWAN

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

Gregory E. McGowan

Executive Vice-President and Secretary of Templeton Global Advisors Limited

CUSIP NO.

891027104

13G

Page 12 of 17

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as

amended, the undersigned hereby agree to the joint filing with each other of

the attached statement on Schedule 13G and to all amendments to such statement

and that such statement and all amendments to such statement are made on behalf

of each of them.

IN WITNESS WHEREOF, the undersigned have executed this agreement on

September 9, 2008.

Franklin Resources, Inc.

Charles B. Johnson

Rupert H. Johnson, Jr.

By:

/s/ROBERT C. ROSSELOT

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

Robert C. Rosselot

Assistant Secretary of Franklin Resources, Inc.

Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney

attached to this Schedule 13G

Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney

attached to this Schedule 13G

Templeton Global Advisors Limited

By:

/s/GREGORY E. MCGOWAN

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

Gregory E. McGowan

Executive Vice-President and Secretary of Templeton Global Advisors Limited

CUSIP NO.

891027104

13G

Page 13 of 17

EXHIBIT B

LIMITED POWER OF ATTORNEY

FOR

SECTION 13 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes,

constitutes and appoints each of Robert Rosselot and Maria Gray, each acting

individually, as the undersigned’s true and lawful attorney-in-fact, with full

power and authority as hereinafter described on behalf of and in the name,

place and stead of the undersigned to:

(1)

prepare, execute, acknowledge, deliver and file Schedules 13D and 13G

(including any amendments thereto or any related documentation) with the United

States Securities and Exchange Commission, any national securities exchanges

and Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”),

as considered necessary or advisable under Section 13 of the Securities

Exchange Act of 1934 and the rules and regulations promulgated thereunder, as

amended from time to time (the “Exchange Act”); and

(2)

perform any and all other acts which in the discretion of such

attorney-in-fact are necessary or desirable for and on behalf of the

undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)

this Limited Power of Attorney authorizes, but does not require, each such

attorney-in-fact to act in their discretion on information provided to such

attorney-in-fact without independent verification of such information;

(2)

any documents prepared and/or executed by either such attorney-in-fact on

behalf of the undersigned pursuant to this Limited Power of Attorney will be in

such form and will contain such information and disclosure as such

attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3)

neither the Reporting Entity nor either of such attorneys-in-fact assumes

(i) any liability for the undersigned’s responsibility to comply with the

requirements of the Exchange Act or (ii) any liability of the undersigned for

any failure to comply with such requirements; and

(4)

this Limited Power of Attorney does not relieve the undersigned from

responsibility for compliance with the undersigned’s obligations under the

Exchange Act, including without limitation the reporting requirements under

Section 13 of the Exchange Act.

CUSIP NO.

891027104

13G

Page 14 of 17

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact

full power and authority to do and perform all and every act and thing

whatsoever requisite, necessary or appropriate to be done in and about the

foregoing matters as fully to all intents and purposes as the undersigned might

or could do if present, hereby ratifying all that each such attorney-in-fact

of, for and on behalf of the undersigned, shall lawfully do or cause to be done

by virtue of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until

revoked by the undersigned in a signed writing delivered to each such

attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney

to be executed as of this

30th

day of

April

, 2007

/s/Charles B. Johnson

Signature

Charles B. Johnson

Print Name

CUSIP NO.

891027104

13G

Page 15 of 17

LIMITED POWER OF ATTORNEY

FOR

SECTION 13 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes,

constitutes and appoints each of Robert Rosselot and Maria Gray, each acting

individually, as the undersigned’s true and lawful attorney-in-fact, with full

power and authority as hereinafter described on behalf of and in the name,

place and stead of the undersigned to:

(1)

prepare, execute, acknowledge, deliver and file Schedules 13D and 13G

(including any amendments thereto or any related documentation) with the United

States Securities and Exchange Commission, any national securities exchanges

and Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”),

as considered necessary or advisable under Section 13 of the Securities

Exchange Act of 1934 and the rules and regulations promulgated thereunder, as

amended from time to time (the “Exchange Act”); and

(2)

perform any and all other acts which in the discretion of such

attorney-in-fact are necessary or desirable for and on behalf of the

undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)

this Limited Power of Attorney authorizes, but does not require, each such

attorney-in-fact to act in their discretion on information provided to such

attorney-in-fact without independent verification of such information;

(2)

any documents prepared and/or executed by either such attorney-in-fact on

behalf of the undersigned pursuant to this Limited Power of Attorney will be in

such form and will contain such information and disclosure as such

attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3)

neither the Reporting Entity nor either of such attorneys-in-fact assumes

(i) any liability for the undersigned’s responsibility to comply with the

requirements of the Exchange Act or (ii) any liability of the undersigned for

any failure to comply with such requirements; and

(4)

this Limited Power of Attorney does not relieve the undersigned from

responsibility for compliance with the undersigned’s obligations under the

Exchange Act, including without limitation the reporting requirements under

Section 13 of the Exchange Act.

CUSIP NO.

891027104

13G

Page 16 of 17

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact

full power and authority to do and perform all and every act and thing

whatsoever requisite, necessary or appropriate to be done in and about the

foregoing matters as fully to all intents and purposes as the undersigned might

or could do if present, hereby ratifying all that each such attorney-in-fact

of, for and on behalf of the undersigned, shall lawfully do or cause to be done

by virtue of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until

revoked by the undersigned in a signed writing delivered to each such

attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney

to be executed as of this

25th

day of

April

, 2007

/s/ Rupert H. Johnson, Jr.

Signature

Rupert H. Johnson, Jr.

Print Name

CUSIP NO.

891027104

13G

Page 17 of 17

EXHIBIT C

Franklin Advisers, Inc.

Item 3 Classification: 3(e)

Franklin Templeton Investment Management Limited

Item 3 Classification: 3(e)

Franklin Templeton Investments (Asia) Ltd.

Item 3 Classification: 3(e)

Franklin Templeton Investments Corp.

Item 3 Classification: 3(e)

Franklin Templeton Portfolio Advisors, Inc.

Item 3 Classification: 3(e)

Templeton Asset Management Ltd.

Item 3 Classification: 3(e)

Templeton Global Advisors Limited

Item 3 Classification: 3(e)

Templeton Investment Counsel, LLC

Item 3 Classification: 3(e)

Fiduciary Trust Company International

Item 3 Classification: 3(b)

Footnotes to Schedule 13G

_________________________

¹	Franklin Templeton Portfolio Advisors, Inc. (“FTPA”) may beneficially own

these securities pursuant to various separately managed account investment

management arrangements. Under these arrangements, underlying clients may, from

time to time, delegate to FTPA the power to vote such securities, in which case

FTPA has sole voting power. To the extent that the underlying client retains

voting power over any securities, FTPA disclaims any power to vote or direct the

vote of such securities.

²	The investment management contracts that relate to these securities

provide that the applicable FRI affiliates share investment power over the

securities held in the client’s account with another unaffiliated entity. The

issuer's securities held in such accounts are less than 5% of the outstanding

shares of the class. In addition, FRI does not believe that such contracts

cause such clients or unaffiliated entities to be part of a group with FRI or any

FRI affiliate within the meaning of Rule 13d-5 under the Act.