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 September 30, 1997         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 October 31, 1997

Common stock (no par value)                        52,919 shares
































<PAGE>







                       PART I:  FINANCIAL INFORMATION

               Item 1 - Unaudited Quarterly Financial Statements


                                                                    Page

Consolidated Balance Sheets                                           1
 September 30, 1997 and December 31, 1996                                

Consolidated Statements of Operations                                 2
 Three Months Ended September 30, 1997 and 1996 
 Nine Months Ended September 30, 1997 and 1996

Consolidated Changes in Stockholders' Equity                          3
 Twelve Months Ended December 31, 1996
 Nine Months Ended September 30, 1997

Consolidated Statements of Cash Flows                                 4
 Nine Months Ended September 30, 1997 and 1996

Notes To Consolidated Financial Statements                            5


































<PAGE>

<TABLE>
<CAPTION>


American Public Holdings, Inc.
Consolidated Balance Sheets
As of September 30, 1997(Unaudited)and December 31, 1996

                                                                        September 30,          December 31,
                                                                            1997                   1996
                                                                           ------                 ------

ASSETS
<S>                                                                     <C>                    <C>
Investments:
    Securities:
             Available for sale                                         $34,594,709            $32,720,388
    Mortgage loans                                                        1,011,088              1,075,268
    Investment real estate, net                                             741,159                781,542
    Policy loans                                                          1,502,692              1,600,398
                                                                         ----------             ----------

            Total investments                                            37,849,648             36,177,596

OTHER ASSETS:
    Cash and cash equivalents                                               370,696                602,470
    Accrued investment income                                               387,002                424,805
    Accounts and notes receivable net of allowance
             for uncollectible accounts of $42,000 (1997)
             and $46,000 (1996)                                             439,433                512,906
    Deferred policy acquisition costs                                    10,644,509             11,317,490
    Property and equipment - net                                          2,221,646              2,205,019
    Real estate acquired in satisfaction of debt                            517,746                583,393
    Deferred income tax asset                                               316,069                357,272
    Other                                                                    23,244                  3,659
                                                                         ----------             ----------

TOTAL ASSETS                                                            $52,769,993            $52,184,610
                                                                         ==========             ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
    Future policy benefits                                              $33,408,663            $32,918,172
    Unpaid claims                                                         1,083,221                856,085
    Unearned premiums                                                       812,524                879,437
    Policyholders' dividend accumulations                                   402,036                396,952
    Accounts payable and other liabilities                                  875,148                997,376
                                                                         ----------             ----------

             Total liabilities                                           36,581,592             36,048,022


STOCKHOLDERS' EQUITY
    Preferred stock, $1 par value, authorized
             25,000,000 shares
    Common stock, $1 stated value, authorized
             50,000,000 shares, issued 52,919 shares
             in 1997 and 57,250 shares in 1996                               52,919                 57,250
    Additional paid-in capital                                            2,614,406              2,232,750






<PAGE>



    Unrealized gain (loss) on available for
             sale securities, net of deferred tax
             expense of $169,030 for 1997 and
             $62,852 for 1996                                               676,121                251,408
    Retained earnings                                                    12,844,955             14,609,589
                                                                         ----------             ----------
                                                                         16,188,401             17,150,997

    Less cost of treasury stock - 4,406 shares (1996)                             0             (1,014,409)
                                                                         ----------            ----------

             Total stockholders' equity                                  16,188,401             16,136,588
                                                                         ----------             ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $52,769,993            $52,184,610
                                                                         ==========             ==========
STOCKHOLDERS' EQUITY PER SHARE                                          $    305.91            $    281.86
                                                                         ==========             ==========
See notes to consolidated financial statements.

</TABLE>



<PAGE>

<TABLE>
<CAPTION>


American Public Holdings, Inc.
Consolidated Statements of Operations (Unaudited)
For Nine Months Ended September 30, 1997 and 1996


                                                Three Months Ended                  Nine Months Ended
                                                   September 30,                       September 30,
                                                1997        1996                      1997      1996
                                          -----------------------------        -----------------------------
<S>                                       <C>                <C>               <C>               <C>
REVENUE:
    Premiums                              $6,856,691         $6,443,931        $20,269,538       $19,422,835
    Net investment income                    672,496            631,735          1,974,610         1,768,355
    Realized investment
      gains (losses)                          (2,146)           (15,086)           (29,471)          (13,432)
    Other income                               5,741              6,210             30,603            19,676
                                           ---------          ---------          ---------         ---------

Total Revenues                             7,532,782          7,066,790         22,245,280        21,197,434

BENEFITS AND EXPENSES:
    Benefits and claims                    4,978,568          4,359,801         14,899,249        13,099,648
    Commissions expense                      536,781            604,536          1,660,540         1,813,681
    Salaries and benefits                    602,065            580,569          1,797,362         1,763,810
    Amortization of
      deferred policy
      acquisition costs                      670,425            663,861          2,274,814         2,308,099
    Insurance taxes,
      licenses and fees                      290,935            305,010            910,787           777,945
    Other operating expenses                 349,776            365,485            832,010         1,048,916
                                            --------           --------          ---------        ----------

                                           7,428,550          6,879,262         22,374,762        20,812,099
                                           ---------          ---------         ----------        ----------

INCOME (LOSS) BEFORE INCOME
 TAX PROVISION (BENEFIT)                     104,232            187,528           (129,482)          385,335

INCOME TAX PROVISION
  (BENEFIT)                                   24,733             52,834             19,523           130,797
                                           ---------          ---------          ---------        ----------

NET INCOME (LOSS)                         $   79,499           $134,694         $ (149,005)         $254,538
                                           =========          =========          =========         =========

NET INCOME (LOSS) PER SHARE               $     1.50           $   2.55         $    (2.82)         $   4.82
                                           =========          =========          =========         =========

Shares used in computing income
  per share                                   52,865             57,250             52,865            57,250
                                           =========          =========          =========         =========

Cash dividends per share                        4.70               4.70               4.70              4.70
                                           =========          =========          =========         =========

See notes to consolidated financial statements.

</TABLE>











<PAGE>



<TABLE>
<CAPTION>

American Public Holdings, Inc.
Consolidated Statements of Changes in Stockholders' Equity
For Periods Indicated (Unaudited)



                                                                         Unrealized
                                                           Additional     Gain on                                      Total
                                      Common Stock          Paid-in     Available for     Retained   Treasury       Stockholders'
                                    Shares   Amount         Capital    Sale Securities    Earnings     Stock          Equity
                                    ------  --------       ----------  ---------------  -----------   ---------    --------------


<S>                                 <C>     <C>            <C>                <C>       <C>           <C>           <C>        
BALANCE, DECEMBER 31, 1995          57,250  $57,250        $2,232,750         $0        $14,705,318   $(398,009)    $16,597,309

Change in net unrealized gain (loss)                                     251,408                                        251,408

Treasury Stock acquired                                                                              (1,068,650)     (1,068,650)
 
Treasury Stock reissued                                                                                 452,250         452,250

Net Income                                                                                  156,884                     156,884

Dividend paid to Stockholders                                                              (252,613)                   (252,613)
                                    ------   ------         ---------   --------         ----------   ----------     ----------
BALANCE, DECEMBER 31, 1996          57,250   57,250         2,232,750    251,408         14,609,589  (1,014,409)     16,136,588

Change in net unrealized gain (loss)                                     424,713                                        424,713

Stock Issued                            75       75            25,050                                                    25,125

Treasury Stock retired              (4,406)  (4,406)       (1,010,003)                                1,014,409              0

Adjust exchange price                                       1,366,609                    (1,366,609)                         0

Net loss                                                                                   (149,005)                  (149,005)

Dividend paid to Stockholders                                                               (24,020)                  (249,020)
                                    ------   ------         ---------   --------         ----------   ----------     ----------
BALANCE, SEPTEMBER 30, 1997        $52,919  $52,919        $2,614,406   $676,121        $12,844,955          $0    $16,188,401
                                    ======   ======         =========   ========         ==========   ==========     ==========



See notes to consolidated financial statements.

</TABLE>







<PAGE>

<TABLE>
<CAPTION>


American Public Holdings, Inc.
Consolidated Statements of Cash Flows (Unaudited)
For The Nine Months Ended September 30, 1997 and September 30, 1996


                                                                         September 30,          September 30,
                                                                              1997                   1996
                                                                             ------                 ------
<S>                                                                         <C>                     <C>                   
OPERATING ACTIVITIES:
     Net income (loss)                                                       $(149,005)               $254,538
     Adjustments to reconcile net income
       (loss) to net cash provided by
       operating activities:
         Realized loss (gain) of sale of assets                                 29,471                  13,432
         Depreciation and other amortization                                   287,280                 252,699
         Amortization of deferred policy
           acquisition costs                                                 2,274,814               2,308,099
         Deferred income tax expense (benefit)                                 (64,975)                (98,852)
         Decrease (increase) in receivables                                    111,276                  94,186
         Decrease (increase) in other assets                                   (19,585)                  3,898
         Policy acquisition costs deferred                                  (1,601,833)             (1,558,226)
         Increase in liability for future
           policy benefits                                                     490,491                 853,504
         Increase (decrease) in unpaid claims,
           accounts pay and other liabilities                                  104,908                  38,799
         Increase (decrease) in unearned
           premiums and policyholders' dividend
           accumulations                                                       (61,829)                 36,908
                                                                           -----------             -----------

                      Net cash provided by operating
                        activities                                           1,401,013               2,198,985

INVESTING ACTIVITIES:
     Purchase of real estate                                                    (5,000)
     Proceeds from sale of real estate                                          41,176                  42,010
     Purchase of fixed maturity and short-term
       investments                                                         (70,207,396)            (14,815,794)
     Mortgage and policy loan repayments                                       161,886                 111,727
     Proceeds from maturities and calls of
       fixed-maturity and short-term investments                            68,863,966              12,782,949
     Property and equipment purchased                                         (263,524)               (373,011)
     Refund of deposit                                                               0                 225,000
                                                                            ----------              ----------

                      Net cash used in investing
                        activities                                          (1,408,892)             (2,027,119)

FINANCING ACTIVITIES:
     Proceeds from issuance of stock                                            25,125                       0
     Dividends paid to shareholders                                           (249,020)               (251,965)
     Payments to acquire treasury stock                                              0                (273,025)
                                                                            ----------              ----------
                      Net cash used in financing
                        activities                                            (223,895)               (524,990)
                                                                             ----------              ----------






<PAGE>



NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                             (231,774)               (353,124)

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                                                        602,470                 301,102
                                                                            ----------              ----------
CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                                             $370,696              $  (52,022)
                                                                            ==========              ===========

SUPPLEMENTAL CASH FLOW INFORMATION-
Income taxes paid (refunded)                                                   $75,000                $150,000
                                                                            ==========              ==========

See notes to consolidated financial statements.

</TABLE>




<PAGE>





AMERICAN PUBLIC HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (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   
         intercompany 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,  1996,  and  must be read in  conjunction  with  the 1996
         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
         The Company  elected to retire its treasury  stock in 1997, as shown
         in the  Consolidated  Statements  of Changes in  Stockholders'  Equity.
         Additionally,  paid-in capital has been adjusted to reflect an increase
         in contributed capital from $40 per share to $50 per share.

         Proceeds in the amount of $25,125 were received from the issuance of 
         an additional 75 shares of common stock in July, 1997.

3.       EARNINGS (LOSS) PER COMMON SHARE
         Earnings  (loss) per common share is 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  52,865  for the  quarter  ended  September 30,  1997 and 52,844 
         for the quarter ended September 30, 1996.

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 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.














<PAGE>





Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations



Financial Condition - September 30, 1997 Compared to December 31, 1996

         Total   stockholders'   equity  increased by  $51,813  or  .32%  from
$16,136,588 at December 31, 1996, to $16,188,401 at September 30, 1997. This 
increase is the result of a $424,713 increase in unrealized gain on available 
for sale securities at September 30, 1997.  However, a net loss from operations
of $149,005 for the first nine months of 1997, and dividends to  stockholders 
in the amount of $249,020 have offset the impact of the increase in unrealized 
gain on available for sale securities.

          The Company elected to retire its treasury stock in 1997, as shown in 
the Consolidated Statements of Changes in Stockholders' Equity.  Additionally, 
paid-in-capital has been adjusted to reflect an increase in contributed capital
from $40 per share to $50 per share.  Also, an additional 75 shares of common 
stock were issued during the third quarter.

         Total assets increased by $585,383 or 1.12% at September 30, 1997 
compared to December  31, 1996.  Securities  increased by $1,874,321 or 5.73% 
as the result of additional  investments  made through  funds  provided by  
operations.  Deferred policy acquisition costs decreased by $672,981 or 5.95% 
because of the runoff of acquisition costs on older lines of business and 
because a greater proportion of business written was group business on which 
fewer costs are deferred compared to individual insurance products.  Deferred 
income tax asset decreased $41,203 or 11.53% due to the tax deferment on the 
unrealized gain on available for sale securities.

         Total liabilities  increased $533,570 through September 30, 1997 
compared to December 31, 1996.  Future policy benefits and unpaid claims 
increased  $717,627 or 2.12% because of the aging of inforce policies. Other 
liabilities decreased $184,057 or 8.09% compared to December 31, 1996 due to 
prepayments of premium taxes.







<PAGE>



Results of Operations - Third Quarter 1997 Compared to Third Quarter 1996

         The  Company  experienced  a net gain in the third  quarter of 1997 of
$79,499  compared  to net  income of  $134,694  in the  third  quarter  of 1996.
The decrease in income is due to a significant increase in benefits and claims 
caused by higher medical treatment costs. The impact of the  increase  in  
benefits  and  claims  was  softened  by a  $412,760 increase  in  premiums and
a $40,761  increase  in  investment  income.

         Revenue  increased by 6.59% from  $7,066,790  in the third  quarter of
1996 to  $7,532,782  in the third  quarter of 1997.  The  increase was due to a
6.45%  increase  in investment income. The increase in premiums is the result 
of increased  sales of group  insurance, but this increase has been 
impacted  by the decrease in cancer premiums due to policy lapses  caused by 
rate increases and low sales of limited  chemotherapy  benefit cancer products.
Net investment  income  increased as a result of rental  income from investment 
property that was idle for most of 1996 and also from additional income earned 
from increases in the Company's investment portfolio.

          Realized investment losses decreased by $12,940 for the third quarter
of 1997 compared to the third quarter of 1996 due to fewer sales of real estate 
acquired in satisfaction of debt.

         Benefits  and expenses  increased by $549,288 in the third  quarter of
1997 compared to the third quarter of 1996, a 7.98% increase. This increase was
due to a $618,767 increase in benefits and claims. Benefits and claims increased
because of  increased  claims  exposure  on cancer  policies,  and also from the
introduction of new products such as group dental which have a higher first 
year claim cost than other new products. Commissions expense decreased because 
of the marketing  switch to products with lower  commission  structures. 
Insurance  taxes,  licenses  and fees  decreased  slightly compared to the 
third quarter of the previous year.  Administrative costs remained level as a 
result of cost cutting measures implemented by management.



<PAGE>



Results of  Operations - Nine Months  ended September 30, 1997  compared to 
                         Nine Months ended September 30, 1996

         The  Company  experienced  a net loss in the nine months  ended 
September 30, 1997 of $149,005 compared to net income of $254,538 in the nine 
months ended September 30, 1996.  The loss is  attributed  to an increase of  
$1,799,601,  or 13.73%, in benefits and claims.

         Revenue increased $1,047,846 in 1997 as compared to 1996. The increase
in revenue is due to a 4.36%  increase  in premium  income  and a 11.7%  
increase  in investment  income. The increase in premiums is the result of 
increased sales of group  insurance.  However,  this  increase has been limited
by policy lapses in cancer products from the product portfolio.  Net investment
income increased as a result of the receipt of rental income from investment 
property that was idle in 1996, and also from additional income derived from an
increasing investment portfolio.  Other income increased $10,927 as a result of
a rare receipt of deposit funds from an insured.

          Realized investment losses increased as a result of additional sales 
of real estate acquired in satisfaction of debt for nine months ended September
30, 1997 as compared to the nine months ended September 30, 1996. 

          Benefits and expenses increased $1,562,663 in 1997 as compared to 
1996. The  increase in expenses  is due to a 13.73%  increase in benefits and 
claims. Benefits and claims  increased   because of increased  claims  exposure
on comprehensive cancer policies which have high or unlimited benefits for 
radiation/chemotherapy treatment, and also from the  introduction of new 
products such as group dental. Profits were adversely affected by the 
comprehensive cancer policies and unanticipated increases in cost of treatment.
These comprehensive cancer policies are no longer being offered for sale.  The 
Company is making significant rate increases on the existing comprehensive 
cancer policies.  In an effort to limit losses, the Company is offering two 
more affordable policies that provide more limited benefits.  These policies 
are also being offered to current policyholders who have the existing 
comprehensive cancer policies which are subject to the premium increases.




Management is implementing  steps which should help control 
future cancer benefits.  Unlimited chemotherapy  benefit products which account
for much of the increase in benefits are no longer offered for sale. In 
addition,  the Company is preparing an offer of conversion to a limited benefit
policy from the unlimited benefit policies in exchange for a five year rate 
guarantee which will decrease benefits.


<PAGE>



         Commission  expense  has  decreased  from 9.3% of  premium in 1996 to 
8.2% in 1997 due to a  marketing  switch from  individual  sales  to group  
insurance  sales.  Commission  rates on group insurance are typically lower 
than individual insurance.

         Insurance taxes,  licenses and fees increased $132,842 due to the costs
related to a triennial  examination.  The examination should be concluded in the
fourth quarter of 1997.

         Other operating  expenses have decreased  $216,906 as a result of cost-
cutting  measures  implemented  by management in the first quarter of 1997.  The
Company is developing an improved policy administration system which should 
allow the Company to become more  efficient and thus reduce  further  the 
Company's  operating expense.

















<PAGE>




                                          AMERICAN PUBLIC HOLDINGS, INC.


                                            PART II:  OTHER INFORMATION

Item 1 - Legal Proceedings

There have been no material  changes to the legal  proceedings  described in the
Company's Registration Statement on Form 10 as amended (File Number 0-22479).

Item 2 - Changes in Securities

None


Item 3 - Defaults Upon Senior Securities

None


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

None

Item 5 - Other Information

None


Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

         Exhibit 27: Financial data schedule

(b) No reports on Form 8-K were filed during the quarter ended September 30, 
    1997.












<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: November 14, 1997  /s/ Jerry C. Stovall 
                         ---------------------------------------------
                         Jerry C. Stovall, President
                           and Chief Executive Officer


DATE: November 14, 1997  /s/ William F. Weems  
                         ---------------------------------------------
                         William F. Weems
                         Chief Accounting Officer