SecProbe.io

Mail Stop 6010
  August 22, 2007

A. Greig Woodring
Chief Executive Officer Reinsurance Group of America, Incorporated 1370 Timberlake Manor Parkway Chesterfield, MO  63017
Re: Reinsurance Group of America, Incorporated  Definitive Proxy Statement
Filed April 11, 2007
 File No. 001-11848
 Dear Mr. Woodring:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone  number listed at the end of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.   If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Reinsurance Group of America, Incorporated
August 22, 2007 Page 2   Compensation Discussion and Analysis, page 7

 1. Please expand your Compensation Discu ssion and Analysis to discuss and
analyze how specific forms of compensati on are structured and implemented to
reflect your named executive officer's indivi dual performance and the elements of
individual performance that are taken in to account in determining compensation.
Refer to Item 402(b)(2)(vii) of Regulation S-K.
 2. It appears from your disclosure under  "Annual Management Incentives" on
page 11 that you have established the MIP objectives for 2007.  Your
Compensation Discussion and Analysis appears, however, only to discuss the targets and goals for the elements of  your compensation packages for 2006.
Please disclose the performance goals that you will apply on a going-forward
basis and the specific quantitative and qualitative aspects of the performance
objectives that will be used to determine incentive payments and grants.  Include in your analysis a discussion of how the specific levels were determined and what levels of performance such levels were in tended to incentivize.  To the extent you
believe that disclosure of the information would result in competitive harm such that the information could be excluded unde r Instruction 4 to Item 402(b), please
provide us with a detailed e xplanation supporting your conclusion.   To the extent
that it is appropriate to omit specific ta rgets or performance objectives, you are
required to provide appropriate disclosure pursuant to Instructi on 4 to Item 402(b)
of Regulation S-K.  Refer also to Question 3.04 of the Item 402 of
Regulation S-K Interpretations available on our website at www.sec.gov
.  In
discussing how difficult or likely it will be for the registrant to achieve the target levels or other factors, you should provi de as much detail as necessary without
disclosing information that poses a reasonable risk of competitive harm.
 3. Given that your annual performance-based bonuses and long-term equity incentive compensation awards during 2006 were based on the achievement of the targeted financial metrics described, pl ease discuss your policies and decisions
regarding the adjustment or recovery of  awards or payments if the relevant
performance measures upon which they are based are restated or otherwise
adjusted in a manner that would reduce the size of an award or payment.  Refer to
Item 402(b)(2)(viii) of Regulation S-K.
 Benchmarking of Compensation, page 9

 4. Given that you seek to align your compen sation with the market median, please
specify how each element of compensa tion you provide to the named executive
officers relates to the data you have anal yzed from the comparator companies and
include a discussion of where you target  each element of compensation against

Reinsurance Group of America, Incorporated
August 22, 2007 Page 3
the peer companies and where actual payments under each element of compensation actually falls within the targeted parameters.
 Annual Management Incentives, page11

 5. Your disclosure indicates that the cash bonus payments under the management
incentive plan and the equity incentive grants under the intermediate-term bonus
plan are linked to the attainment of speci fic financial and operational goals.  Your
Compensation Discussion and Analysis, however, does not provide discussion
and analysis of the quantitativ e or qualitative aspects of the necessary goals to be
achieved in order for your executive o fficers to earn incentive compensation
under those plans.  Please disclose the sp ecific quantitative and qualitative aspects
of the performance objectives used to de termine incentive payments and grants.
Include in your analysis a discussion of how the specifi c levels were determined
and what levels of performance such leve ls were intended to incentivize.  To the
extent you believe that disclosure of th e information would result in competitive
harm such that the information coul d be excluded under Instruction 4 to
Item 402(b), please provide us with a detailed explanation supporting your
conclusion.  To the extent that it is appropriate to omit specific targets or
performance objectives, you are required to provide appropriate disclosure
pursuant to Instruction 4 to Item 402(b)  of Regulation S-K.  Refer also to
Question 3.04 of the Item 402 of Regulation S-K Interp retations available on our
website at www.sec.gov
.  In discussing how difficult or likely it will be for the
registrant to achieve the targ et levels or other factors,  you should provide as much
detail as necessary without disclosing information that poses a reasonable risk of competitive harm.
 Summary Compensation Table, page 16

 6. To the extent applicable, please identify  and quantify the various items that are
aggregated under “All Other Compensation.”  Refer to Instructions 3 and 4 to
Item 402(c)(2)(ix) of Regulation S-K.
 Director Compensation fo r Fiscal 2006, page 27

 7. Disclose the assumptions made in the valuation of the stock awards by reference
to a discussion of those assumptions in your  financial statements , footnotes to the
financial statements or discussion in Management’s Discussion and Analysis.
Refer to the Instruction to Item 402(k) of Regulation S-K.

Reinsurance Group of America, Incorporated August 22, 2007 Page 4   Certain Relationships and Relate d Person Transactions, page 30

 8. Provide the information required by Item 404( b) of Regulation S-K.  For example,
describe your policies and procedures for the review, approval, or ratification of
any transaction required to be reported under Item 404(a), including, to the extent
applicable, the material features  described in Item 404(b)(1).
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3635 with any questions.

Sincerely,    Tim Buchmiller Senior Attorney