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, 1998        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 September 30, 1998
                                              ---------------------------------
Common stock (no par value)                          1,099,287 shares







<PAGE>


        AMERICAN PUBLIC HOLDINGS, INC.

        Unaudited Quarterly Financial Statements

                                                                        Page

        Consolidated Balance Sheets                                       1
             September 30, 1998 and December 31, 1997

        Consolidated Statements of Operations                             2
             Three Months Ended September 30, 1998 and 1997
             Nine Months Ended September 30, 1998 and 1997

        Changes in Stockholders' Equity                                   3
             Twelve Months Ended December 31, 1997
             Nine Months Ended September 30, 1998

        Consolidated Statements of Cash Flows                             4
             Nine Months Ended September 30, 1998 and 1997

        Notes To Consolidated Financial Statements                        5





<PAGE>
<TABLE>
<CAPTION>


American Public Holdings, Inc.
Consolidated Balance Sheets
As of September 30, 1998 and December 31, 1997

                                                                                       1998        1997
ASSETS
                                                                                       ----        ----
Investments:
     Available  for  sale  securities - at  fair  value (amortized cost of

<S>                                                                              <C>          <C>         
       $35,121,912 in 1998 and $33,743,287 in 1997)                              $ 36,812,851 $ 34,626,186
     Mortgage loans                                                                   875,291      989,859
     Investment real estate -  net                                                    687,319      727,700
     Policy loans                                                                   1,454,752    1,490,154
                                                                                    ----------   ------------------------

              Total investments                                                    39,830,213   37,833,899

OTHER ASSETS:
     Cash and cash equivalents                                                        486,550      608,434
     Accrued investment income                                                        468,526      440,614
     Accounts and notes receivable net of allowance for
          uncollectible accounts of $44,000 (1998) and $41,000 532,586                455,848
     Deferred policy acquisition costs                                              9,546,711    9,798,294
     Property and equipment - net                                                   2,435,945    2,193,163
     Real estate acquired in satisfaction of debt                                     454,111      504,660
     Deferred income tax asset                                                         84,609      399,160
     Other                                                                                968      112,703

                                                                                   ----------   ------------

TOTAL ASSETS                                                                      $ 53,840,21 $ 52,346,775
                                                                                   ==========   =============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
     Future policy benefits                                                      $ 33,543,400 $ 33,393,109
     Unpaid claims                                                                  1,123,307    1,086,795
     Unearned premiums                                                                765,513      843,021
     Policyholders' dividend accumulations                                            420,658      406,456
     Accounts payable and other liabilities                                         1,085,750      993,592

                                                                                   ----------   ------------

          Total liabilities                                                        36,938,628   36,722,973

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 1998
          and 1,111,299 shares in 1997                                                 52,347       52,919
     Additional paid-in capital                                                     2,066,752    2,257,800
     Unrealized gain  on available for sale securities, net of
          deferred taxes of $338,000 (1998) and $177,000 (1997)                     1,352,751      706,319
     Retained earnings                                                             13,429,741   12,606,764
                                                                                   ----------   ------------

          Total stockholders' equity                                               16,901,591   15,623,802
                                                                                   ----------   ------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $ 53,840,219 $ 52,346,775
                                                                                   ==========   ============

<FN>

See notes to consolidated financial statements.
</FN>

</TABLE>




<PAGE>
<TABLE>
<CAPTION>

American Public Holdings, Inc.
Consolidated Statements of Operations - GAAP Basis
For Nine Months Ended September 30, 1998 and 1997        Three Months Ended September 30 Nine Months Ended September 30
                                                         ------------------------------- ------------------------------
                                                          1998               1997         1998               1997
                                                          ----               ----         ----               ----
REVENUE:
<S>                                                    <C>             <C>             <C>            <C>         
   Premiums                                            $  7,506,081    $  6,856,691    $ 22,526,493   $ 20,269,538
   Net investment income                                    650,016         672,496       1,935,579      1,974,610
   Realized investment gains (losses)                       (14,450)         (2,146)         66,141        (29,471)
   Other Income                                               4,724           5,741          22,549         30,603
                                                       ------------    ------------      ----------  -------------

                                                          8,146,371      7,532,782    24,550,762      22,245,280

BENEFITS AND EXPENSES:
   Benefits and claims                                    5,240,504       4,978,568      15,832,182     14,899,249
   Commissions expense                                      422,300         536,781       1,657,705      1,660,540
   Salaries and benefits                                    558,691         602,065       1,741,234      1,797,362
   Amortization of deferred policy acquisition costs      1,099,875         670,425       2,595,382      2,274,814
   Insurance taxes, licenses and fees                       260,839         290,935         763,227        910,787
   Other operating expenses                                 297,147         349,776         828,709        832,010
                                                       ------------    ------------      ----------  -------------

                                                          7,879,356       7,428,550      23,418,439      22,374,762
                                                       ------------    ------------      ----------  -------------

INCOME (LOSS) BEFORE INCOME TAX             
        PROVISION (BENEFIT)                                 267,015         104,232       1,132,323       (129,482)

INCOME TAX PROVISION (BENEFIT)                               51,534          24,733         301,006         19,523
                                                       ------------    ------------      ----------  -------------

NET INCOME (LOSS)                                      $    215,481    $     79,499    $    831,317   $   (149,005)
                                                       ============    ============      ==========   =============

NET INCOME (LOSS) PER SHARE                            $       0.20    $       0.07    $       0.76   $     (0.13)
                                                       ============    ============      ============ =============
<FN>

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


<PAGE>
<TABLE>
<CAPTION>

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

                                                                               
                                                                               Unrealized                                 
                                           Common Stock            Additional   Gain on                                   Total
                                      ---------------------         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, 1996            $1,202,250    $   57,250    $ 2,232,750  $    251,408    $14,609,589 $(1,014,409) $16,136,588

Change in net unrealized gain(loss)                                                 454,911                                 454,911

Stock issued                               1,575            75        25,050                                                 25,125

Treasury stock retired                   (92,526)       (4,406)                                 (1,010,003)   1,014,409          0

Dividends  to stockholders                                                                        (250,171)                (250,171)

Net loss                                                                                          (742,651)                (742,651)

                                      --------------------------   --------------------------   ----------- ------------ ----------

BALANCE, DECEMBER 31, 1997             1,111,299        52,919     2,257,800       706,319       12,606,764            0 15,623,802

Change in net unrealized gain(loss)                                                646,432                                  646,432

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

Dividends to stockholders                                                                            (8,340)                 (8,340)

Net income                                                                                          831,317                 831,317
                                                                                                                                  0
                                      ----------    ----------    ----------   -------------     ----------  -----------  ----------

BALANCE, SEPTEMBER 30, 1998            1,099,287        52,347     2,066,752     1,352,751    13,429,741            0     16,901,591
                                       =========        ======     =========     =========    ==========     ==========   ==========
<FN>
See notes to consolidated financial statements.
</FN>

</TABLE>




<PAGE>
<TABLE>
<CAPTION>
American Public Holdings, Inc.
Consolidated Statements of Cash Flows
For The Nine Months Ended September 30, 1998 and September 30, 1997

                                                                                    September           September
                                                                                      1998                1997
OPERATING ACTIVITIES:
<S>                                                                           <C>                <C>                   
    Net income (loss)                                                         $      831,317     $      (149,005)      
    Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
       Realized loss (gain) of sale of assets                                        (66,141)             29,471
       Depreciation                                                                  275,955             287,280
       Amortization of deferred policy acquisition costs                           2,595,382           2,274,814
       Deferred income tax expense (benefit)                                         152,943             (64,975)
       Decrease (increase) in receivables                                           (104,650)            111,276
       Decrease (increase) in other assets                                           111,735             (19,585)
       Policy acquisition costs deferred                                          (2,343,799)         (1,601,833)
       Increase (decrease) in liability for future policy benefits                   150,291             490,491
       Decrease in unpaid claims, accounts pay
        and other liabilities                                                        128,670             104,908
       Increase in unearned premiums and
        policyholders' dividend accumulations                                        (63,306)            (61,829)
                                                                               --------------      --------------


                     Net cash provided by operating activities                     1,668,397           1,401,013

INVESTING ACTIVITIES:
    Purchase of real estate                                                                0              (5,000)
    Proceeds from sale of real estate                                                 40,484              41,176
    Purchase of fixed maturity and short-term investments                        (44,477,812)        (70,207,396)
    Mortgage and policy loan repayments                                              149,970             161,886
    Proceeds from maturities and calls of fixed-maturity
      and short-term investments                                                  43,175,393          68,863,966
    Property and equipment purchased                                                (478,356)           (263,524)
                                                                               --------------      --------------

                     Net cash used in investing activities                        (1,590,321)         (1,408,892)

FINANCING ACTIVITIES:
    Proceeds form issuance of stock                                                        0              25,125
    Dividends paid to shareholders                                                    (8,340)           (249,020)
    Payments to retire common stock                                                 (191,620)                  0
                                                                               --------------      --------------
                     Net cash used in financing activities                          (199,960)           (223,895)
                                                                               --------------      --------------

NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                                                (121,884)           (231,774)

CASH AND CASH EQUIVALENTS
    AT BEGINNING OF PERIOD                                                           608,434             602,470

                                                                               --------------      --------------
CASH AND CASH EQUIVALENTS
    AT END OF PERIOD                                                                 486,550     $       370,696 
                                                                              $==============      ==============


SUPPLEMENTAL CASH FLOW INFORMATION-
Income taxes paid                                                                    100,000     $        75,000  
                                                                              $==============      ==============

Income taxes refunded                                                                100,000     $             0  
                                                                              $==============      ==============
<FN>

See notes to consolidated financial statements.

Unaudited
</FN>
</TABLE>


<PAGE>

AMERICAN PUBLIC HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED AND NINE MONTHS ENDED SEPTEMBER 30. 1998 AND 1997 (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, 1997,  and must be read in conjunction
          with  the  1997  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  1,099,554 for the quarter ended
          September 30, 1998 and  1,110,165 for the quarter ended  September 30,
          1997.


     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 advise
          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

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR THE QUARTERS ENDED SEPTEMBER 30, 1998
AND 1997

Financial Condition - September 30, 1998 Compared to December 31, 1997

     Total   stockholders'   equity   increased  by  $1,277,789  or  8.18%  from
$15,623,802  at December 31, 1997, to  $16,901,591  at September 30, 1998.  This
increase was due to net income of $831,317  for the first nine  months,  plus an
increase of $646,432 on unrealized gain on available for sale securities. During
the first  quarter of 1998,  the Company  acquired and retired  12,012 shares of
common stock, which were purchased from the 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.

     Total  assets  increased  by  $1,493,444  or 2.85% at  September  30,  1998
compared to December 31, 1997. Securities increased by $2,186,665,  or 6.32%, as
the result of additional  investments  made with funds provided by operations
and an  adjustment  for the increase in  unrealized  gain of available  for sale
securities. Deferred policy acquisition costs decreased by $251,583 or 2.57% due
to a decrease of new business written during the second quarter. Deferred income
tax asset decreased $314,551 or 78.8% due to decreases in the timing differences
between  statutory and GAAP policy  reserves and increases in deferred  taxes on
unrealized gain on available for sale securities.

     Total  liabilities  increased  $215,655 at September  30, 1998  compared to
December 31, 1997.  Future policy benefits and unpaid claims increased  $150,291
or .45 %  because  of the  aging of in force  business  and  increases  in group
insurance claims. Accounts payable and other liabilities increased $92,158 as a
result of increases in amounts due for premium and income taxes.

Results of  Operations-Third Quarter 1998 Compared to Third Quarter 1997:

     The Company experienced a net gain in the third quarter of 1998 of $215,481
compared to net income of $79,499 in the third quarter of 1997, primarily due to
an  increase  of  $649,390  in premium  income.  The impact of the  increase  in
premiums was dampened by a $261,936 increase in benefits and claims.

     Operating expenses decreased $96,003 compared to the same period last year.
Insurance  taxes  licenses  and fees  decreased  $30,096  due to the cost of the
ongoing triennial examination in the prior year. 

<PAGE>

     Revenue  increased by 8.15% from $7,532,782 in the third quarter of 1997 to
$8,146,371  in the  third  quarter  of  1998.  The  increase  was due to a 9.47%
increase in premiums.  The increase in premiums is the result of increased sales
of group insurance,  but this growth has been impacted by the decrease in cancer
premiums due to policy lapses caused by rate  increases.  Net investment  income
decreased  as a result of bond calls in the first  quarter,  which  resulted  in
lower yields on the reinvestment of the called proceeds.

     Benefits  and expenses  increased by $450,806 in the third  quarter of 1998
compared to the third quarter of 1997, a 6.07%  increase.  This increase was due
to a $261,936  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  decreased due to continued
emphasis on group  insurance  sales versus sales of  individual  A&H products in
prior years.  Amortization of deferred policy acquisition costs (DPAC) increased
due to increased lapses of in force cancer and group dental policies. The lapses
are the result of  implementations of rate increases on cancer and group dental
products.  Insurance  taxes licenses and fees decreased due to the costs related
to a triennial  examination  in the prior year.  Other  operating  expenses have
decreased $96,003 because of decreases in current year administrative expenses.

     Results of  Operations - Nine Months Ended  September  30, 1998 Compared to
Nine Months Ended September 30, 1997:

     The Company  experienced a gain in the nine months ended September 30, 1998
of  $831,317  compared  to a net  loss of  $149,005  in the  nine  months  ended
September 30, 1997. The gain is attributable primarily to an increase in premium
income of $2,256,955 that was derived  primarily from new sales of the Company's
group dental product.

     Revenue  increased  $2,305,482 in 1998 as compared to 1997. The increase in
revenue is due to an 11.13% increase in premium income. The increase in premiums
is the result of increased  sales of group  insurance,  primarily  the Company's
group dental product;  however, this increase has been impacted by policy lapses
due to the implementation of rate increases on cancer and group dental products.
Net investment  income  decreased as the result of decreases in yield brought on
by numerous bond calls in the first quarter.

     Benefits and expenses increased $1,043,677 in 1998 as compared to 1997. The
increase in expenses is due to a 6.26% 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.
Commissions  expense  decreased  because of continued  emphasis on products that
have lower commissions. Insurance taxes, licenses and fees decreased compared to
the  prior  year,  due to the  triennial  examination  costs  incurred  in 1997.
Administrative  costs decreased due to costs related to the registration in 1997
of American Public Holdings, Inc. under the Securities Exchange Act of 1934.



<PAGE>

Commission  expense has decreased from 8.19% of premium in 1997 to 7.36% in 1998
due to a change in  marketing  focus from  individual  sales to group  insurance
sales.  Commission  rates on group insurance are typically lower than individual
insurance.

     Insurance taxes,  licenses and fees decreased $147,560 due to costs related
to a triennial examination in the prior year.  Typically,  taxes would be higher
as the result of increased premium collections.

     Other operating  expenses have decreased $3,301 as a result of decreases in
administrative  costs.  Salaries and benefits are lower due to staff  reductions
achieved through attrition.



<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 Annual Report on Form 10-K (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, 1998.











<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    , 1998                    
                                                                        
                                             -------------------------
                                             Joseph C. Hartley, Jr.
                                             Secretary and Counsel

DATE: November   , 1998                       
                                                                  
                                             ------------------------
                                             William F. Weems
                                             Chief Accounting Officer