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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-Q/A
                                Amendment No.1

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                  For the quarterly period ended June 30, 1998

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

              For the transition period from           to


                         COMMISSION FILE NUMBER 0-15022

                         FRONTIER INSURANCE GROUP, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                         <C>
                      DELAWARE                                 14-1681606
           (State or other jurisdiction of                  (I.R.S. Employer
           incorporation or organization)                  Identification No.)

195 LAKE LOUISE MARIE ROAD, ROCK HILL, NEW YORK                12775-8000
      (Address of principal executive offices)                  (Zip Code)

</TABLE>

       Registrant's telephone number, including area code: (914) 796-2100

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 (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

          [x] Yes                                                   [  ] No

The aggregate number of shares of the Registrant's Common Stock, $.01 par value,
  outstanding on August 11,1998 was 37,491,674.



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Amending Item 4.a.

                               Page 1 of 3 pages






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Item 4.     Submission of Matters to a Vote of Security Holders

            On May 28, 1998, the shareholders of the Company held their annual
            meeting in Rock Hill, New York. The shareholders of 32,619,020
            shares of Common Stock were present or represented by proxy and,
            accordingly, a quorum was present and matters were voted upon as
            follows:

            a. The following persons were elected directors of the Company:

<TABLE>
<CAPTION>
                                                   Votes                       Votes
                                                    For                      Withheld
                                                 ----------                  --------

<S>                                              <C>                         <C>    
                 Suzanne Rhulen Loughlin         32,370,410                  248,610
                 Peter L. Rhulen                 32,370,410                  248,610
                 Harry W. Rhulen                 32,344,066                  274,954
                 Lawrence E. O'Brien             32,370,410                  248,610
                 Douglas C.  Moat                32,370,410                  248,610
                 Alan Gerry                      32,370,410                  248,610
                 Paul B. Guenther                32,360,680                  258,340

</TABLE>

            b.   The vote to adopt an amendment to the Company's Restricted
                 Certificate of Incorporation, to increase the authorized number
                 of shares of the Company's Common Stock from 50,000,000 to
                 150,000,000, also passed. Votes totaling 27,817,151 were in
                 favor of the amendment, 4,697,443 were against, 104,419
                 abstained and 2 were unvoted.

            c.   The vote to grant a stock option, expiring December 31, 2001,
                 to Walter A. Rhulen, the then Chairman of the Board, President
                 and Chief Executive Officer of the Company, since deceased, to
                 purchase 250,000 shares of the Company's Common Stock at $40.00
                 per share was also ratified. Votes totaling 31,195,406 were in
                 favor of the ratification, 1,305,892 were against, 117,718
                 abstained, 4 were unvoted.

            d.   The vote to grant a stock option, expiring December 31, 2004,
                 to Harry W. Rhulen, the Chairman of the Board, President and
                 Chief Executive Officer of the Company, to purchase a total of
                 900,000 shares of the Company's Common Stock at prices ranging
                 from $33.00 to $55.00 per share was also ratified. Votes
                 totaling 31,409,917 were in favor of the ratification, 985,417
                 were against, 223,682 abstained, and 4 were unvoted.

            e.   The vote to grant a stock option, expiring December 31, 2004,
                 to Peter H. Foley, an Executive Vice President, to purchase a
                 total of 450,000 shares of the Company's Common Stock at prices
                 ranging from $33.00 to $55.00 per share was also ratified.
                 Votes totaling 31,444,149 were in favor of the ratification,
                 953,492 were against, 221,376 abstained, and 3 were unvoted.

                 Note: Share amounts have not been adjusted for the 10% Common
                       Stock dividend effected on July 20, 1998.


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                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf
by the undersigned thereunto duly authorized.

DATE: September 1, 1998          Frontier Insurance Group, Inc.
                                 ------------------------------
                                           (Registrant)

                         By:     /s/ Mark H. Mishler
                                 _________________________________________
                                 Mark H. Mishler
                                 Vice President - Treasurer and
                                 Chief Financial Officer
                                 (Principal Financial and Accounting Officer
                                 and Duly Authorized Officer)





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