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                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 10-K/A
                            (AMENDMENT NO. 1)
 
[X]  Annual report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the fiscal year ended December 31, 1998

                       Commission File Number: 0-6478

                     FOREMOST CORPORATION OF AMERICA
          (Exact Name of Registrant as Specified in Its Charter)

              Michigan                            38-1863522
     (State of Incorporation)       (I.R.S. Employer Identification No.)

  5600 Beech Tree Lane, Caledonia, Michigan          49316
   (Address of Principal Executive Offices)        (Zip Code)

Post Office Box 2450, Grand Rapids, Michigan         49501
             (Mailing Address)                      (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

        Common Stock, $1 Par Value           New York Stock Exchange
             (Title of Class)               (Name of Each Exchange on
                                                 Which Registered)

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.
Yes  __X___                           No ______

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    [X]   





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State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant.  The aggregate market value shall
be computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, as of a
specified date within 60 days prior to the filing.

      Aggregate Market Value as of March 1, 1999: $395,162,328

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

     Common stock outstanding at March 1, 1999: 26,861,910 shares

                  DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement for its April 29, 1999, annual
meeting of shareholders are incorporated by reference in Part III.


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The registrant is filing this Form 10-K/A (Amendment No. 1) solely for
the purpose of amending Exhibit 23 previously filed as an exhibit to the
registrant's Form 10-K filed with the Securities and Exchange Commission
on March 16, 1999.  

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

ITEM 14(a)1.  LIST OF FINANCIAL STATEMENTS
         
     The following Financial Statements are filed as part of this Form
10-K Report:

                                                                      PAGE NO. 

     Consolidated Balance Sheets at December 31, 1998 and 1997          24
     
     Consolidated Statements of Income for the years ended
         December 31, 1998, 1997 and 1996                               25

     Consolidated Statements of Shareholders' Equity for the
          years ended December 31, 1998, 1997 and 1996                  26

     Consolidated Statement of Comprehensive Income for the years
          ended December 31, 1998, 1997 and 1996                        26

     Consolidated Statements of Cash Flows for the years ended
             December 31, 1998, 1997 and 1996                           27

     Property and Casualty Statements of Income for the years ended
             December 31, 1998, 1997 and 1996                           28

     Parent Company and Other Statements of Operations for the years
             ended December 31, 1998, 1997 and 1996                     28

     Notes to Consolidated Financial Statements                         29

     Management's Responsibility for Financial Reporting                54

     Independent Accountants' Report                                    55

     Supplementary Data - Results by Quarter                            56







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ITEM 14(a)2.  FINANCIAL STATEMENT SCHEDULES

     The following Financial Statement Schedules are filed as part of
this Form 10-K report:

                                                                      PAGE NO. 

     Independent Accountants' Report on Schedules                        62

     Schedule II - Condensed Financial Information of Registrant         63

     Schedule III - Supplementary Insurance Information                  66


All other schedules have been omitted as not applicable or the required
information is given in the financial statements, including the notes
thereto.

ITEM 14(a)3.  LIST OF EXHIBITS

  EXHIBIT NUMBER                    DESCRIPTION OF EXHIBIT

       3.1     Articles of Incorporation of the Company. (Incorporated by
               reference to Exhibit 3.1 of the Company's Quarterly Report on
               Form 10-Q for the quarter ended September 30, 1998 dated
               November 12, 1998).

       3.2     Bylaws of the Company. (Incorporated by reference to Exhibit
               3.2 of the Company's Quarterly Report on Form 10-Q for the
               quarter ending September 30, 1998, dated November 12, 1998).

       4.1     Specimen Stock Certificate Incorporated by reference to
               Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for
               the quarter ending September 30, 1998, dated November 12,
               1998).

       4.2     Rights Agreement. (Incorporated by reference to Exhibit 2.1
               of the Company's Registration Statement on Form 8-A, effective
               January 8, 1990).

       4.3     Articles of Incorporation.  See Exhibit 3.1 above.
 
       4.4     Bylaws.  See Exhibit 3.2 above.

      10.1     Company's Annual Incentive Plan, restated January 1,
               1998.<F*><F+>




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      10.2     Company's Long-Term Incentive Plan dated December 8, 1994, as
               amended December 5, 1996(Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ending
               December 31,1997, dated March 17, 1997).<F*>

      10.3     Company's Retirement Supplement Plan, as amended effective
               January 1, 1994.<F*> (Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1993, dated February 24, 1994).
        
      10.4     Company's Non-Qualified Stock Option Plan, dated
               February 23, 1995.<F*> (Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ending
               December 31, 1994, dated February 23, 1995).
     
      10.5     Amended and Restated Agreement made as of the 1st
               day of January 1998 between the Company and the American
               Association of Retired Persons (Incorporated by reference to
               the Company's Annual Report on Form 10-K for the year ending
               December 31, 1997, dated March 6, 1998).

      10.6     Director's Deferred Compensation Plan, as amended
               effective January 1, 1994.<F*>  (Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1993, date February 24, 1994).

      10.7     Executive Deferred Compensation Plan, as amended
               effective January 1, 1994.<F*>  (Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1993, dated February 24, 1994).

      10.8     Employment Agreements dated as of January 1, 1990
               between the Company and certain of its employees.<F*>
               (Incorporated by reference to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1989, dated February
               22, 1990).

      10.9     Directors' Restricted Stock Plan, dated December 8, 1994.<F*>
               (Incorporated by reference to the Company's Annual Report on
               Form 10-K for the year ending December 31, 1994, dated
               February 23, 1995).

     10.10     Stock Option Plan of 1998<F*>(Incorporated by reference to
               the Company's Definitive Proxy Statement filed on March 25,
               1998).

     10.11     Form of Indemnity Agreement for directors and officers
               (Incorporated by reference to the Company's Definitive Proxy
               Statement filed on March 25, 1998).


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        12     Statement Re Computation of Ratios.<F+>

        21     Subsidiaries of the Registrant.<F+>
 
        23     Consent of Independent Certified Public Accountants.

        27     Financial Data Schedule.<F+>

        28     Information from Reports Furnished to State Insurance
               Regulatory Authorities.<F+>
_______________________

<F*>     Management contract or compensatory plan or arrangement.

<F+>     Previously filed.

The Company will furnish a copy of any exhibit listed above to any
shareholder without charge upon written request to Mr. Paul D. Yared,
Senior Vice President, Secretary and General Counsel, P.O. Box 2450,
Grand Rapids, Michigan 49501.

ITEM 14(b).  REPORTS ON FORM 8-K

No reports on Form 8-K were filed in the fourth quarter of the fiscal year
ended December 31, 1998.


























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                          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


Date:  March 25, 1999             By /s/ Paul D. Yared
                                     Paul D. Yared
                                     Senior Vice President, Secretary and
                                       General Counsel





































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                           EXHIBIT INDEX


  EXHIBIT NUMBER                    DESCRIPTION OF EXHIBIT

       3.1     Articles of Incorporation of the Company. (Incorporated by
               reference to Exhibit 3.1 of the Company's Quarterly Report on
               Form 10-Q for the quarter ended September 30, 1998 dated
               November 12, 1998).

       3.2     Bylaws of the Company. (Incorporated by reference to Exhibit
               3.2 of the Company's Quarterly Report on Form 10-Q for the
               quarter ending September 30, 1998, dated November 12, 1998).
                 
       4.1     Specimen Stock Certificate Incorporated by reference to
               Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for
               the quarter ending September 30, 1998, dated November 12,
               1998).

       4.2     Rights Agreement. (Incorporated by reference to Exhibit 2.1
               of the Company's Registration Statement on Form 8-A, effective
               January 8, 1990).

       4.3     Articles of Incorporation.  See Exhibit 3.1 above.
 
       4.4     Bylaws.  See Exhibit 3.2 above.

      10.1     Company's Annual Incentive Plan, restated January 1,
               1998.<F*><F+>

      10.2     Company's Long-Term Incentive Plan dated December 8, 1994, as
               amended December 5, 1996(Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ending
               December 31,1997, dated March 17, 1997).<F*>

      10.3     Company's Retirement Supplement Plan, as amended effective
               January 1, 1994.<F*> (Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1993, dated February 24, 1994).
        
      10.4     Company's Non-Qualified Stock Option Plan, dated
               February 23, 1995.<F*> (Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ending
               December 31, 1994, dated February 23, 1995).
     
      10.5     Amended and Restated Agreement made as of the 1st
               day of January 1998 between the Company and the American
               Association of Retired Persons (Incorporated by reference to


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               the Company's Annual Report on Form 10-K for the year ending
               December 31, 1997, dated March 6, 1998).

      10.6     Director's Deferred Compensation Plan, as amended
               effective January 1, 1994.<F*>  (Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1993, date February 24, 1994).

      10.7     Executive Deferred Compensation Plan, as amended
               effective January 1, 1994.<F*>  (Incorporated by reference to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1993, dated February 24, 1994).

      10.8     Employment Agreements dated as of January 1, 1990
               between the Company and certain of its employees.<F*>
               (Incorporated by reference to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1989, dated February
               22, 1990).

      10.9     Directors' Restricted Stock Plan, dated December 8, 1994.<F*>
               (Incorporated by reference to the Company's Annual Report on
               Form 10-K for the year ending December 31, 1994, dated
               February 23, 1995).

     10.10     Stock Option Plan of 1998<F*>(Incorporated by reference to
               the Company's Definitive Proxy Statement filed on March 25,
               1998).

     10.11     Form of Indemnity Agreement for directors and officers
               (Incorporated by reference to the Company's Definitive Proxy
               Statement filed on March 25, 1998).

        12     Statement Re Computation of Ratios.<F+>

        21     Subsidiaries of the Registrant.<F+>
 
        23     Consent of Independent Certified Public Accountants.

        27     Financial Data Schedule.<F+>

        28     Information from Reports Furnished to State Insurance
               Regulatory Authorities.<F+>
_______________________

<F*>     Management contract or compensatory plan or arrangement.

<F+>     Previously filed.