SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HOWELL HILTON H JR (Last) (First) (Middle) 4370 PEACHTREE ROAD, N.E. (Street) ATLANTA GA 30319 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ATLANTIC AMERICAN CORP [ AAME ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 05/04/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/04/2004		J		2,400(1)	A	$2.5	173,900	D(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 2400 shares of restricted stock that were awarded pursuant to the Company's 2002 Incentive Plan. No consideration is required to be paid by recipient.

2. Mr. Howell also has an indirect ownership interest in 33478 shares held in a 401(k) Plan based on a plan statement as of March 31, 2004. Mr. Howell also has an indirect ownership interest in 39025 shares for which 1025 shares are held directly by spouse; 6000 shares held F/B/O daughter, Alston Elizabeth Howell, with spouse as Custodian; 7000 shares held F/B/O, son, Hilton Hatchett Howell, III, with spouse as Custodian; 12500 shares held F/B/O daughter, Anna Louise Howell, with spouse as Custodian; and 12500 shares hels F/B/O daughter, Julia Bailey Howell, with spouse as Custodian, all for which Mr. Howell expressly disclaims beneficial ownership of such securities. Mr. Howell also has an indirect ownership interest in 6720 shares owned jointly by his son with Harriett J. Robinson for which Mr. Howell expressly disclaims beneficial ownership in such securities.

3. Mr. Howell also holds employee stock options to acquire 100000 shares of common stock granted under the Company's 1992 Incentive Plan at an exercise price of $1.25 and 100000 shares of common stock granted under the Company's 2002 Incentive Plan at an exercise price of $1.59.

Remarks:

	Janie L. Ryan, POA	05/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS



	POWER
OF ATTORNEY
Know all by these presents, that the undersigned
hereby
constitutes and appoints each of Janie L. Ryan and John G. Sample,
Jr.,
signing singly, the undersigned's true and lawful attorney-in-fact

to:
(1)	execute for and on behalf of the undersigned, in the
undersigned's
capacity as an officer and/or director of Atlantic American
Corporation
(the "Company"), Forms 3, 4, and 5 in accordance with Section
16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

(2)	do and
perform any and all acts for and on behalf of the
undersigned which may be
necessary or desirable to complete and execute
any such Form 3, 4, or 5 and
timely file such form with the United States
Securities and Exchange
Commission and any stock exchange or similar
authority; and
(3)	take any
other action of any type whatsoever in
connection with the foregoing which,
in the opinion of such
attorney-in-fact, may be of benefit to, in the
interests of, or legally
required by, the undersigned, it being understood
that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant
to this Power of Attorney shall be in such form and
shall contain such
terms and conditions as such attorney-in-fact may
approve in such
attorney-in-fact's discretion.
The undersigned hereby
grants to each
such attorney-in-fact full power and authority to do and
perform any and
every act and thing whatsoever requisite, necessary, or
proper to be done
in the exercise of any of the rights and powers herein
granted, as fully
to all intents and purposes as the undersigned might or
could do if
personally present, with full power of substitution or
revocation, hereby
ratifying and confirming all that such attorney-in-fact,
or such
attorney-in-fact's substitute or substitutes, shall lawfully do or
cause
to be done by virtue of this power of attorney and the rights and
powers
herein granted.  The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the
Securities
Exchange Act of 1934.
This Power of Attorney shall remain in
full force
and effect until the undersigned is no longer required to file
Forms 3, 4
and 5 with respect to the undersigned's holdings of and
transactions in
securities issued by the Company, unless earlier revoked
by the undersigned
in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be
executed as of this 31st day of December, 2002.


Hilton H. Howell, Jr.
Signature

Hilton H. Howell, Jr.
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