SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For Quarter Ended March 31, 1998

                          Commission File Number 0-6478

                        FOREMOST CORPORATION OF AMERICA
             (Exact name of Registrant as specified in its charter)


                 Delaware                              38-1863522
       (State or other jurisdiction of              (I.R.S. employer
        incorporation or organization)               identification no.)


       5600 Beech Tree Lane, Caledonia, Michigan                  49316
       (Address of principal executive offices)                (Zip Code)

       Mailing address: P.O. Box 2450, Grand Rapids, Michigan 49501

       Registrant's telephone number including area code: (616)942-3000

       Indicate by check mark whether the registrant (1) has filed all reports
       required to be filed by Section 13 or 15(d) of the Securities Exchange
       Act of 1934 during the preceding 12 months and (2) has been subject to
       such filing requirements for the past 90 days. Yes X       No
                                                          -----     -----

       Indicate the number of shares outstanding of each of the issuer's classes
       of common stock, as of the close of the period covered by this report.

       Common Stock, $1.00 par value,
       Outstanding at March 31, 1998: 27,496,204 shares


<PAGE>




                         FOREMOST CORPORATION OF AMERICA

                                      INDEX

                                                               Page No.

       Part I.  Financial Information:

         Item 1. - Financial Statements:
            Consolidated Balance Sheets -
            March 31, 1998 and December 31, 1997                   1

            Consolidated Statements of Income -
            Three Months Ended March 31, 1998 and 1997             2

            Consolidated Condensed Statements of Cash Flows -
            Three Months Ended March 31, 1998 and 1997             3

            Condensed Notes to Consolidated Financial
            Statements                                            4-5

         Item 2. - Management's Discussion and Analysis           6-7



       Part II.  Other Information:

          Item 6. - Exhibits and Reports on Form 8-K               8

          Signatures                                               8

<PAGE>


                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                         FOREMOST CORPORATION OF AMERICA
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                        March 31,   December 31,
                                                          1998         1997
                                                       -----------  -----------
(In thousands, except share data)
<S>                                                    <C>          <C>                                     
Assets:
 Investments-
  Fixed maturities held to maturity .................. $     1,511  $     1,974
  Securities available for sale:
   Fixed maturities ..................................     379,263      376,868
   Equity securities .................................      88,238       83,677
  Mortgage loans and land contracts on real estate ...      12,273       12,350
  Investment real estate .............................      12,496       11,920
  Short-term investments .............................      15,054       26,656
                                                       -----------  -----------
   Total investments .................................     508,835      513,445
 Cash ................................................       1,292        2,409
 Accrued investment income ...........................       6,392        6,293
 Premiums receivable .................................      71,826       71,541
 Due from reinsurance companies ......................      22,203       20,645
 Other receivables ...................................       2,304        2,568
 Prepaid policy acquisition costs ....................      75,317       74,179
 Prepaid reinsurance premiums ........................         422          979
 Real estate and equipment ...........................      42,176       38,341
 Other assets ........................................      14,978       14,380
                                                       -----------  -----------
  Total assets ....................................... $   745,745  $   744,780
                                                       ===========  ===========
Liabilities:
 Unearned premium .................................... $   246,905  $   246,429
 Insurance losses and loss adjustment expenses .......      86,648       82,722
 Accounts payable and accrued expenses ...............      26,530       33,022
 Notes and other obligations payable .................      91,716       92,201
 Income taxes ........................................      20,308       20,853
 Other liabilities ...................................      14,388       14,102
                                                       -----------  -----------
  Total liabilities ..................................     486,495      489,329
                                                       -----------  -----------
Shareholders' Equity:
 Common stock $1 par - shares authorized 35,000,000,
  issued 32,467,248 ..................................      32,467       32,467
 Additional paid-in capital ..........................     117,251      120,536
 Unrealized appreciation (depreciation) of securities
  available for sale, net of applicable taxes ........      21,315       20,894
 Retained earnings ...................................     246,704      237,621
 Restricted stock - deferred compensation ............          (4)          (4)
                                                       -----------  -----------
  Total ..............................................     417,733      411,514
 Treasury stock at cost, 4,971,044
   and 4,766,376 shares ..............................    (158,483)    (156,063)
                                                        -----------  -----------
  Total shareholders' equity .........................     259,250      255,451
                                                       -----------  -----------
  Total liabilities and shareholders' equity ......... $   745,745  $   744,780
                                                       ===========  ===========

<FN>
See accompanying condensed notes to consolidated financial statements.
</FN>
</TABLE>                                       
                                       -1-

<PAGE>



                         PART I.  FINANCIAL INFORMATION
                     ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
                         FOREMOST CORPORATION OF AMERICA
                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                                March 31,
                                                        -----------------------
                                                            1998         1997
                                                        ----------   ----------
(In thousands except per share data) 
<S>                                                      <C>          <C>               
Income:
  Property and casualty premium earned .....             $ 108,307    $ 106,578
  Net investment income ....................                 6,340        6,279
  Realized gains ...........................                 1,617        1,539
  Other ....................................                   726          658
                                                         ---------    ---------
    Total income ...........................               116,990      115,054
                                                         ---------    ---------
Expense:
  Insurance losses and loss expenses .......                62,562       71,704
  Amortization of prepaid policy
    acquisition costs ......................                32,209       30,926
  Operating and other ......................                 6,939        7,049
                                                         ---------    ---------
    Total expense ..........................               101,710      109,679
                                                         ---------    ---------
      Income before taxes ..................                15,280        5,375

Income tax credit ..........................                (3,719)        (566)
                                                         ---------    ---------
  Net income ...............................             $  11,561    $   4,809
                                                         =========    =========

Earnings per share of common stock:
  Net income ...............................             $    0.42    $    0.17
                                                         =========    =========
Average shares outstanding .................                27,591       28,434
                                                         =========    =========
Earnings per share of common stock - diluted
  Net income ...............................             $    0.41    $    0.16
                                                         =========    =========
Average shares outstanding .................                28,215       29,149
                                                         =========    =========
<FN>
See accompanying condensed notes to consolidated financial statements.
</FN>
</TABLE>

                                       -2-

<PAGE>




                         PART I.  FINANCIAL INFORMATION
                     ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
                         FOREMOST CORPORATION OF AMERICA
                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>                                                                   
                                                           Three Months Ended
                                                                March 31,
                                                         ----------------------
                                                            1998          1997
(In thousands)                                           ----------  ----------
<S>                                                      <C>         <C>    
Operating Activities:
    Net cash from (for) operating activities .             $  6,441    $ (7,016)
                                                         ----------  ---------- 
Investing Activities:
 Purchases of securities and loans made ......              (35,253)    (28,003)
 Purchases of real estate and equipment ......               (4,920)       (177)
 Sales of securities .........................               21,946      21,583
 Maturities of securities and receipts
  from repayments of loans ...................                8,928      11,536
 Sales of real estate and equipment ..........                  181         642
 Decrease (Increase) in short-term investments               11,602       7,790
                                                          ----------  ---------
  Net cash from investing activities .........                2,484      13,371
                                                          ----------  ---------
Financing Activities:
 Net change in short-term debt ...............                 --         7,000
 Repayments of long-term debt ................                 (484)       (572)
 Acquisition of treasury shares ..............               (5,679)    (13,839)
 Dividends paid ..............................               (2,477)     (2,584)
 Exercise of stock options: Receipts .........                  940        --
 Exercise of stock options: Repurchases ......               (2,342)       --
                                                          ----------  ---------
  Net cash from financing activities .........              (10,042)     (9,995)
                                                          ----------  ---------
          Cash decrease ......................               (1,117)     (3,640)
Cash at beginning of year ....................                2,409       5,141
                                                          ---------   ---------
          Cash at end of period ..............             $  1,292    $  1,501
                                                          =========   =========

<FN>
See accompanying condensed notes to consolidated financial statements.
</FN>
</TABLE>







                                       -3-




<PAGE>




                         PART I.  FINANCIAL INFORMATION
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

                         FOREMOST CORPORATION OF AMERICA
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




       1. The notes to the consolidated financial statements are condensed and
          do not contain all information required by generally accepted
          accounting principles to be included in a full set of financial
          statements.



       2. All information is unaudited; however, in the opinion of management,
          all adjustments (consisting only of normal recurring accruals) have
          been made which are necessary to present fairly the results shown. All
          significant intercompany balances and transactions have been
          eliminated in consolidation. Interim results are not necessarily
          indicative of the results to be expected in any other period.


       3. During the first quarter of 1998, Foremost Corporation of America
          adopted Statement of Financial Accounting Standards No. 130 "Reporting
          Comprehensive Income", which requires that all components of
          comprehensive income and total comprehensive income be reported on one
          of the following: a statement of income and comprehensive income, a
          statement of comprehensive income or a statement of stockholder's
          equity. Comprehensive income is comprised of net income and all
          changes to stockholder's equity, except those due to investments by
          owners (changes in paid in capital) and distributions to owners
          (dividends). For interim reporting purposes, SFAS 130 requires
          disclosure of total comprehensive income.

          Comprehensive income and its components consist of the following:
          <TABLE>
          <CAPTION>
                                                   For the Three Months Ended
                                                            March 31,
                                                        1998         1997
                                                       -------      --------
          (In thousands)
          <S>                                          <C>          <C>            
          Net Income                                   $11,561      $ 4,809
          Other Comprehensive Income:
           Unrealized Gain (Loss) on Securities
             Available for Sale,
            (Net of Tax of $227 and
              ($1,731))                                $   421      $(3,215)
                                                       --------     --------
          Comprehensive Income                         $11,982      $ 1,594
                                                       ========     ========
          </TABLE>                                               
          





                                       -4-




<PAGE>




                          PART I. FINANCIAL INFORMATION
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

                         FOREMOST CORPORATION OF AMERICA
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




       4.  Earnings per share amounts are computed based on the weighted
           average number of common shares outstanding during each quarter.
           The reconciliation of basic to diluted earnings per share amounts
           is as follows:
           <TABLE>
           <CAPTION>

                                               For The Three Months Ended   
                                                     March 31, 1998
                                         -------------------------------------
                                           Net        Outstanding    Per-Share     
                                          Income         Shares        Amount 
                                         ---------    -----------    ---------
           (In thousands, except per
             share amounts) 
           <S>                           <C>             <C>         <C> 
           Basic EPS                     $ 11,561        27,591      $   .42
           O/S Stock Options                                624
                                         ---------     ----------    ---------
           Diluted EPS                   $ 11,561        28,215      $   .41                             
                                         =========     ==========    =========    




                                               For The Three Months Ended
                                                     March 31, 1997 
                                         -------------------------------------
                                           Net        Outstanding    Per-Share
                                          Income         Shares        Amount
                                         ---------    -----------    ---------
          (In thousands, except per
             share amounts) 
           <S>                           <C>             <C>         <C>  
           Basic EPS                     $  4,809        28,434      $   .17  
           O/S Stock Options                                715
                                         ---------    -----------    ---------
  
           Diluted EPS                   $  4,809        29,149      $   .16       
                                         =========    ===========    ========= 

           </TABLE>







                                      -5-





<PAGE> 




                          PART I. FINANCIAL INFORMATION
                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS


                        FOREMOST CORPORATION OF AMERICA
                   OPERATING RESULTS AND FINANCIAL POSITION


Results of Operations

         Foremost Corporation of America reported record results for the first
quarter of 1998. This is the fourth consecutive record setting quarter. Net
income for the first quarter was $.42 per share, including $.04 per share in
realized gains, compared to $.17 per share in 1997,including $.04 per share in
realized gains. The per share results reflect adjustment for the three-for one
stock split of January 1998.

         The combined loss and expense ratio for the property and casualty group
was 92.7% for the first quarter of 1998 compared to 100.8% for the same period
last year. The improvement in the combined ratio can be attributed to a decline
in catastrophe losses of $14.5 million, while the industry was experiencing a
16% increase in catastrophe related losses in the same period.

         The Company's written premium decreased 0.2% for the first quarter of
1998 compared to the same period in 1997. What is not apparent are the three
positive trends in the mix of business written during the first quarter of 1998.
First, by taking out the effect of our on-going catastrophe management programs
of not accepting new business in Florida and in certain portions of California,
our mobile home written premium, in the non-restricted areas, increased by 2.4%
over the first quarter of 1997. Second, our direct response automobile written
premium almost tripled over the results for the first quarter of 1997. The
Company wrote $1.4 million in direct response automobile premium in the first
quarter of 1998 compared with $0.5 million in the same quarter of 1997. Our 
agency-produced automobile business continues to decline as planned, as 
we implement our direct response automobile strategy. Third, our dwelling fire
insurance, called BASICS, continues its strong growth with a 17.4% increase in 
written premium over the same period last year.

         Written premium by major product line is as follows:
<TABLE>
<CAPTION>
                                                            %
                                1st Quarter              Increase
                           1998             1997        (Decrease)
                         --------         --------      ----------
(In thousands)
<S>                      <C>              <C>                 <C>    
Mobile Home              $ 87,804         $ 86,696            1.3
RV                         13,399           14,125           (5.1)
Automobile                  4,126            4,381           (5.8)
BASICS                      1,899            1,618           17.4
Homeowners                    563              910          (38.1)
Other                       1,213            1,529          (20.7)
                         --------         --------       ---------
  Total                  $109,004         $109,259           (0.2)
                         ========         ========       ========

</TABLE>
         After-tax investment income increased 2.8% from the first quarter last
year. The primary reason for the increase is the growth in the investable asset
base resulting from the excellent underwriting results over the 12 month period.

                                       -6-





<PAGE>



                          PART I. FINANCIAL INFORMATION
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)



Financial Position

         The principal sources of cash for the first three months of 1998 were
$42.7 million from sales and maturities of investments and $6.4 million
from operations. The Company used $40.2 million for the purchase of securities,
purchased $8.0 million of treasury stock, paid $2.5 million in dividends to
shareholders and repaid $.5 million of long-term debt. Also, during the first
quarter of 1998, the Company received $.9 million from the exercise of 98,700
shares of stock options by employees. The Company had $16.3 million in cash
and other liquid assets at March 31, 1998.

         Total invested assets on a cost basis decreased 1.1%, or $5.3 million
during the first quarter of 1998 compared to year end 1997. Market values of
securities available for sale increased $.4 million net of tax in the first
quarter of 1998.

         The Company uses its stock repurchase program to manage its capital
base and leverage ratios. The number of shares repurchased in the first quarter
was 341,258. Since the inception of this repurchase plan in February 1994, the
Company has purchased 2,103,496 shares.































                                       -7-


<PAGE>





                           PART II. OTHER INFORMATION

       ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
       (b)  Reports on 8-K - There were no reports filed on Form 8-K for the
            quarter ended March 31, 1998.



                                   SIGNATURES
       Pursuant to the requirements of Section 13 or 15(d) of the Securities
       Exchange Act of 1934, the Registrant has duly caused this report to be
       signed on its behalf by the undersigned, thereunto duly authorized.


                                        FOREMOST CORPORATION OF AMERICA
                                                 (Registrant)


       Date:   May 8, 1998                    s/Paul D. Yared
                                        ------------------------------
                                              Paul D. Yared
                                        Its:  Senior Vice President,
                                              Secretary and General
                                              Counsel


       Date:   May 8, 1998                    s/Kenneth C. Haines
                                        ------------------------------
                                              Kenneth C. Haines
                                        Its:  Controller














                                       -8-