AMERICAN PUBLIC HOLDINGS, INC.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20459

                                    FORM 10-Q


               Quarterly Report Under Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

For the quarter ended June 30, 1999        Commission File Number 0-22479

                         AMERICAN PUBLIC HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                     Mississippi                         64-0874171
          (State or other jurisdiction of            (I.R.S. Employer
          incorporation of organization)            Identification No.)

             Registrant's telephone number: (601) 936-6600 ext. 201

                                    No Change
               Former name, former address and former fiscal year,
                          if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for shorter  period that the  registrant was required to
file such report),  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 registrant's classes of
common stock, as of the latest practicable date.

            Class                             Outstanding at June 30, 1999

Common stock (no par value)                         1,099,287 shares


<PAGE>


AMERICAN PUBLIC HOLDINGS, INC.
Unaudited Quarterly Financial Statements

                                                                 Page

Consolidated Balance Sheets                                        1
  June 30, 1999 and December 31, 1998

Consolidated Statements of Operations                              2
  Three Months Ended June 30, 1999 and 1998
  Six Months Ended June 30, 1999 and 1998

Changes in Stockholders' Equity                                    3
  Twelve Months Ended December 31, 1998
  Six Months Ended June 30, 1999

Consolidated Statements of Cash Flows                              4
  Six Months Ended June 30, 1999 and 1998

Notes To Consolidated Financial Statements                         5



<PAGE>


AMERICAN PUBLIC HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
As of June 30, 1999 (Unaudited) and December 31, 1998 (Audited)

<TABLE>
<CAPTION>

                                                                           1999          1998
ASSETS                                                                     ----          ----
Investments:
   Available for sale securities - at fair value (amortized cost

<S>                                                                    <C>            <C>
     of $34,056,414 in 1999  and $34,638,162 in 1998)                  $33,850,752    $35,780,591

   Mortgage loans                                                          652,287        683,649
   Investment real estate -  net                                           646,938        673,858
   Policy loans                                                          1,430,021      1,419,072
                                                                       -----------    -----------
             Total investments                                          36,579,998     38,557,170

OTHER ASSETS:
   Cash and cash equivalents                                               525,689        767,080
   Accrued investment income                                               565,146        545,855
   Accounts and notes receivable net of allowance for
     uncollectible accounts of $23,000 (1999) and $29,000 (1998)           705,804        464,461
   Deferred policy acquisition costs                                     9,312,593      9,285,999
   Property and equipment - net                                          2,219,277      2,322,711
   Real estate acquired in satisfaction of debt                            345,523        427,185
   Deferred income tax asset                                               526,418        255,624
   Other                                                                   149,384         71,839
                                                                       -----------    -----------
TOTAL ASSETS                                                           $50,929,832    $52,697,924
                                                                       ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
  Future policy benefits                                               $32,475,454    $32,743,852
  Unpaid claims                                                          1,325,459      1,145,909
  Unearned premiums                                                        746,709        735,161
  Policyholders' dividend accumulations                                    420,541        415,214
  Accounts payable and other liabilities                                 1,060,121      1,106,557
                                                                       -----------    -----------
            Total liabilities                                           36,028,284     36,146,693


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $1 par value, authorized 25,000,000 shares
    Common stock, $1 stated value, authorized 50,000,000 shares,
    issued and outstanding 1,099,287 shares in 1999 and 1,099,287
    shares in 1998                                                          52,347         52,347
  Additional paid-in capital                                             2,066,752      2,066,752
  Other Comprehensive Income- Unrealized gain (loss) on available
    for sale securities, net of deferred taxes of $41,000 (1999)
    and $228,000 (1998)                                                   (164,530)       913,943
  Retained earnings                                                     12,946,979     13,518,189
                                                                       ------------   -----------
            Total stockholders' equity                                  14,901,548     16,551,231
                                                                       ------------   -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $50,929,832    $52,697,924
                                                                       ===========    ===========
<FN>

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





<PAGE>


American Public Holdings, Inc.
Consolidated Statements of Operations - GAAP Basis
For Six Months Ended June 30, 1999 and 1998

<TABLE>
<CAPTION>

                                                    Three Months Ended June 30        Six Months Ended June 30
                                                   ---------------------------        -------------------------
                                                      1999             1998             1999            1998
                                                      ----             ----             ----            ----

<S>                                                <C>            <C>                 <C>           <C>
REVENUE:
        Premiums                                   $ 7,597,464    $ 7,465,585         $14,929,184   $15,020,412
        Net investment income                          608,880        656,805           1,260,692     1,285,563
        Realized investment gains (losses)              21,836          5,023               7,913        80,591
        Other Income                                     2,700         10,501               6,916        17,825
                                                   ------------  -------------        ------------  -----------
                                                     8,230,880      8,137,914          16,204,705    16,404,391


BENEFITS AND EXPENSES:
        Benefits and claims                          6,524,139      5,318,382          11,997,820    10,591,678
        Commissions expense                            868,536        622,496           1,461,041     1,235,405
        Salaries and benefits                          690,838        608,342           1,356,266     1,182,543
        Amortization of deferred policy
         acquisition costs                              47,864        757,305             881,417     1,495,507
        Insurance taxes, licenses and fees             256,274        274,898             519,781       502,388
        Other operating expenses                       311,493        259,579             642,887       531,562
                                                   ------------  -------------        ------------  -----------
                                                     8,699,144      7,841,002          16,859,212    15,539,083
                                                   ------------  -------------        ------------  -----------
INCOME (LOSS) BEFORE INCOME TAX
        PROVISION (BENEFIT)                           (468,264)       296,912            (654,507)      865,308

INCOME TAX PROVISION (BENEFIT)                         (57,247)        24,554             (86,760)      249,472
                                                   ------------  -------------        ------------  -----------
NET INCOME (LOSS)                                  $  (411,017)  $    272,358         $  (567,747)  $   615,836

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
        Decrease in unrealized gain on investment
         securities                                   (857,875)       105,941          (1,348,091)       42,035
        Reclassification of (gains) losses included
         in net income                                 171,575        (21,188)            269,618        (8,407)
                                                   ------------  -------------        ------------  ------------
COMPREHENSIVE INCOME                                (1,097,317)       357,111          (1,646,220)      649,464
                                                   ============  =============        ============  ============
NET INCOME (LOSS) PER SHARE                        $     (0.37)  $       0.25         $     (0.52)   $     0.56
                                                   ============  =============        ============  ============

<FN>

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



<PAGE>


American Public Holdings, Inc.
Consolidated Statements of Changes in Stockholders' Equity - GAAP Basis
For Periods Indicated


<TABLE>
<CAPTION>

                                                                          Accumulated
                                    Common Stock          Additional      Other Comp-                                 Total
                                ----------------------     Paid-in         rehensive       Retained     Treasury   Stockholders'
                                 Shares        Amount      Capital          Income         Earnings      Stock        Equity
                                ----------  -----------   ------------    ------------   -------------  ---------  --------------

<S>                             <C>         <C>           <C>             <C>            <C>            <C>        <C>
BALANCE, January 1, 1998        1,111,299   $   52,919    $ 2,257,800     $   706,319    $ 12,606,764   $      0   $  15,623,802

Change in net unrealized gain(loss)                                           207,624                                    207,624

Stock Retired                     (12,012)        (572)      (191,048)                                                  (191,620)

Dividends  to stockholders                                                                    (10,347)                   (10,347)

Net income                                                                                    921,772                    921,772
                                                                                                                               0
                                ----------  -----------   ------------    ------------   -------------  ---------  --------------
BALANCE, DECEMBER 31, 1998      1,099,287       52,347      2,066,752         913,943      13,518,189          0      16,551,231

Change in net unrealized gain(loss)                                        (1,078,473)                                (1,078,473)

Dividends to stockholders                                                                      (3,463)                    (3,463)

Net income (loss)                                                                            (567,747)                  (567,747)
                                                                                                                               0
                                ----------  -----------   ------------    ------------   -------------  ---------  --------------
BALANCE, JUNE 30, 1999          1,099,287     $ 52,347    $ 2,066,752     $  (164,530)   $ 12,946,979   $      0   $  14,901,548
                                ==========  ===========   ============    ============   =============  =========  ==============

<FN>

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



<PAGE>


American Public Holdings, Inc.
Consolidated Statements of Cash Flows
For The Six Months Ended June 30, 1999 and June 30, 1998

                                                            June         June
                                                            1999         1998
                                                            -----        -----

OPERATING ACTIVITIES:
  Net income (loss)                                     $ (567,747)  $  615,836
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
     Realized loss (gain) on sale of assets                 (7,913)     (80,591)
     Depreciation                                          198,280      166,916
     Amortization of deferred policy acquisition costs     881,417    1,495,507
     Deferred income tax expense (benefit)                  (1,176)     159,473
     Decrease (increase) in receivables                   (260,634)    (229,964)
     Decrease (increase) in other assets                   (77,545)     109,414
     Policy acquisition costs deferred                    (908,011)  (1,444,691)
     Increase (decrease) in liability for future
       policy benefits                                    (268,398)      43,826
     Increase (decrease) in other liabilities              149,987       27,139
                                                        ------------  ----------
         Net cash (used) provided by operating
          activities                                      (861,740)     862,865

INVESTING ACTIVITIES:
  Proceeds from sale of real estate                         47,467       23,147
     Purchase of fixed maturity and short-term
      investments                                      (28,854,788) (30,270,045)
     Mortgage and policy loan repayments                    20,413      126,986
     Proceeds from maturities and calls of
      fixed-maturity and short-term investments         29,478,644   29,735,913
     Property and equipment purchased                      (67,924)    (309,289)
                                                        -----------  -----------
         Net cash (used) provided in investing
          activities                                       623,812     (693,288)

FINANCING ACTIVITIES:
  Dividends paid to shareholders                            (3,463)      (2,751)
  Payments to retire common stock                                      (191,620)
                                                        -----------  -----------
         Net cash used in financing activities              (3,463)    (194,371)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      (241,391)     (24,794)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           767,080      608,434
                                                        -----------  -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD             $   525,689  $   583,640
                                                        ===========  ===========
SUPPLEMENTAL CASH FLOW INFORMATION-
Income taxes paid (refunded)                           $         0  $  (100,000)
                                                        ===========  ===========

See notes to consolidated financial statements.


<PAGE>


AMERICAN PUBLIC HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)


1.   BASIS OF PRESENTATION
     The consolidated financial statements include those of American Public
     Holdings, Inc., and its wholly owned subsidiary, American Public life
     Insurance Company (APL), and APL's wholly owned subsidiary, DentaCare
     Marketing and Administration, Inc.  All significant inter-company balances
     and transactions have been eliminated.

     These interim financial statements have been prepared on the basis of
     accounting principles used in the annual financial statements ended
     December 31, 1998, and must be read in conjunction with the 1998
     statements.  In the opinion of management, the accompanying interim
     unaudited consolidated financial statements contain all adjustments
     necessary for a fair statement of consolidated financial position and
     results of operations of the Company for the interim periods.

2.   STOCKHOLDERS' EQUITY
     In January 1998 the Company acquired and retired 12,012 shares of common
     stock, which were purchased from a former director and past president of
     the Company.

     In February 1998 the Board of Directors approved a 20 for 1 stock split-up
     effected in the form of a stock dividend of the Company's common stock
     payable on March 31, 1998. The split did not change the value of paid-in
     capital and is reflected in the accompanying financial statements as though
     the split had occurred at the beginning of the earliest year presented.

3.   EARNINGS (LOSS) PER COMMON SHARE
     Earnings (loss) per common share are based on net income (loss) and the
     weighted average number of shares outstanding during each interim period.
     The number of shares used in computing the earnings per share was 1,099,287
     for the quarter ended June 30, 1999 and 1,099,687 for the quarter ended
     June 30, 1998.

4.   COMMITMENTS AND CONTINGENCIES
     The Company is required to participate in certain guaranty funds and
     involuntary pools of insurance and is therefore exposed to undeterminable
     future assessments resulting from the insolvency of other insurers.

     The Company is involved in litigation incurred in the normal course of
     business.  Management of the Company, based upon the advice of legal
     counsel, is of the opinion that the Company's ultimate liability, if any,
     which may result from the litigation will not have a material adverse
     effect on the consolidated financial condition or results of operations of
     the Company.

     The Board of Directors of the Company has signed an agreement to negotiate
     the sale of the Company to Central Benefits Mutual Insurance Company, of
     Columbus, Ohio.  The proposed transaction will be subject to further
     negotiations between the two parties, completion of due diligence, approval
     by the Boards of Directors of both organizations, approval of the holders
     of a majority of the outstanding shares of the Company, and regulatory
     approvals.


<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE QUARTERS ENDED JUNE 30, 1999 AND 1998

Financial Condition - June 30, 1999 Compared to December 31, 1998:

     Total stockholders' equity decreased by $1,649,683 or 9.97% from
$16,551,231 at December 31, 1998, to $14,901,548 at June 30, 1999.  This
decrease was due to a net loss of  $567,747 for the first six months, plus a
decrease of $1,078,473 on unrealized gain on available for sale securities.  The
decrease in unrealized gain on available for sale securities was the result of
bond market adjustments resulting from an increase in the Federal Reserve
discount rate.

     Total assets decreased by $1,768,092 or 3.36% at June 30, 1999 compared to
December 31, 1998.  Securities decreased by $1,929,839, or 5.39%, as the result
of adjustments in the market value of the portfolio.  Additionally, portions of
the proceeds from the repayment of principal on mortgage backed securities were
used to pay claims. Deferred policy acquisition costs increased by $26,594 or
 .28% due to increased writings of individual life insurance during the second
quarter. Accounts and notes receivable increased $241,343, or 51.9% due to
increases in due premium. Deferred income tax asset increased $270,794 or 105.9%
due to increases in the timing differences between statutory and GAAP policy
reserves.

     Total liabilities decreased $118,409 at June 30, 1999 compared to
December 31, 1998.  Future policy benefits and unpaid claims decreased $88,848
or .26 % because of lapses in old in force policies and the discontinuance of
sales of actual treatment coverage policies. Accounts payable and other
liabilities decreased $ 29,561 as a result of decreases in amounts due for
premium taxes.

Results of Operations- Second Quarter 1999 Compared to Second Quarter 1998:

     The Company experienced a net loss in the second quarter of 1999 of
$411,017 compared to net gain of $272,358 in the second quarter of 1998,
primarily due to an increase of  $1,205,757 in benefits and claims.  Revenue,
which increased $92,966 for the period, is level with the prior year due to
policy lapses due to rate increases and lower volumes of new sales. The Company
continues to focus its sales efforts on sales of supplemental group insurance
products, however these products and the existing in force cancer coverage are
subject to lapses due to rate increases.  Net investment income decreased as a
result of bond calls and also declines in assets available for investment during
the period. Benefits and expenses increased by $858,142 in the second quarter of
1999 compared to the second quarter of 1998, a 10.9% increase. This increase was
due to a $1,205,757 increase in benefits and claims.  Benefits and claims
increased because of increased claims exposure from new sales of group
supplemental products such as group dental.  Commissions expense increased
because of the increase in premium income.  Amortization of deferred policy
acquisition costs (DPAC) decreased due to higher lapses of in force policies in
the prior year.  The lapses are the result of implementations of rate increases.
Other operating expenses have increased due to additional staffing in the claims
department and also higher advertising expenditures during the period.

Results of Operations - Six Months Ended June 30, 1999 Compared to Six Months
  Ended June 30, 1998:

     The Company experienced a net loss in the six months ended June 30, 1999 of
$567,747 compared to a net gain of $615,836 in the six months ended June 30,
1998.  The loss is attributed to an increase in benefits and claims of
$1,406,142 and a decrease in operating revenue.

     Revenue decreased $199,686 in 1999 as compared to 1998.  The decrease in
revenue is due to a decline in new sales and also lapses of coverage as the
result of rate increases to cancer, group dental and group disability policies.
Net investment income decreased as the result of decreases in yield brought on
by several bond calls and also declines in assets available for investment.

     Benefits and expenses increased $1,320,129 in 1999 as compared to 1998.
The increase in expenses is due to a 13.28% increase in benefits and claims.
Benefits and claims increased because of policyholder utilization of benefits
provided under our group dental product, which was introduced in the second half
of 1997.  Commission expense has increased from 8.2% of premium in 1998 to 9.78%
in 1999 due to an increase in sales of individual life insurance policies, which
have commission rates that are somewhat higher than those on individual A&H and
group A&H sales.


<PAGE>

     Insurance, taxes, licenses and fees increased $17,393 due to increased
payroll tax expense.

     Other operating expenses have increased $111,325 as a result of increased
advertising by the Company and also administrative costs related to processing
higher volumes of claims.  Salaries and benefits are also higher due to staff
additions needed to process higher volumes of claims.

     The Board of Directors of the Company has signed an agreement to negotiate
the sale of the Company to Central Benefits Mutual Insurance Company, of
Columbus, Ohio.  Central Benefits is currently conducting its due diligence of
the company and its subsidiaries.

     The proposed transaction will be subject to further negotiations between
the two parties, completion of due diligence, approval by the Boards of
Directors of both organizations, approval of the holders of a majority of the
outstanding shares of the Company, and regulatory approvals.

Year 2000

     The year 2000 computer  issue is caused by computer  programs being written
using two (2) digits rather than four (4) to identify the applicable year. Since
most older application  software only contains the two digits, many systems will
identify  January 1, 2000 as January  1, 1900 which has the  potential  to cause
many computer systems and software programs to generate  incorrect  results,  or
worse,  not function at all. The  magnitude  of the problem  extends  beyond the
computer  environment as many business  machines and other office equipment also
have date  sensitive  functions.  In 1996 the  Company  decided to  replace  its
existing  software,  which had been developed in 1985, because of the age of the
system and the need to implement system  enhancements to deal with a growing and
changing business which still handled many functions manually. This decision had
the collateral  benefit of addressing Year 2000 problems.  An outside consultant
was hired who, beginning in January 1996, developed new software for all
material automated functions, though some important functions are still handled
manually.  New hardware  was  purchased  to support the new  software.  The new
systems are designed to accommodate a four-digit year. Component testing began
January 1998.  System  testing began June 1998.  The new system was  implemented
on January 4, 1999 and is currently in use by the Company.  The cost incurred in
replacing the Company's  system will be capitalized  and amortized over the
useful life of the system.  Costs  incurred in 1998 were not  material to the
Company's  financial statements.

     The Company has identified policy administration,  policy records,  billing
and collections, claims processing and telephones as mission critical functions.
No  automated  systems  are used in policy records, and claims  processing  is a
partially   manual   function.   Year  2000  issues   with   respect  to  policy
administration,  billing and  collections,  and the automated  portion of claims
processing have been addressed through the implementation of the new system. The
Company has also acquired and installed a new telephone system that is Year 2000
compliant.

     The Company outsources one significant function,  payroll processing,  to a
third  party  which  has   certified   Year  2000   readiness  to  the  Company.
Certifications  of  Year  2000  readiness  have  also  been  received  from  all
significant business partners identified by the Company,  including its actuary,
the manager of its investment  portfolio and its primary bank.  The Company does
not believe that the  non-compliance  of vendors or counter parties would have a
material  effect on the Company's  financial  statements as the Company does not
rely on any significant vendors or counter parties for its business.



<PAGE>

                         AMERICAN PUBLIC HOLDINGS, INC.


                           PART II: OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

  (a) Exhibits

      Exhibit 27: Financial data schedule

  (b) The Company filed a Current Report on Form 8-K on June 10, 1999 reporting
      that it has entered into an agreement to negotiate a sale of the company
      to Central Benefits Mutual Insurance Company of Columbus, Ohio.


<PAGE>


                         AMERICAN PUBLIC HOLDINGS, INC.


Pursuant to the  requirements  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.


                                        AMERICAN PUBLIC HOLDINGS, INC.
                                        (Registrant)



DATE: August 16, 1999                   BY:
                                           ----------------------------------
                                           Joseph C. Hartley, Jr., Secretary




DATE: August 16, 1999                   BY:
                                           ----------------------------------
                                           William F. Weems
                                           Chief Accounting Officer