SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A
    
          [X] QUARTEREY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996

                        Commission file number 33-83116

                         ASSOCIATED BUSINESS & COMMERCE
                             INSURANCE CORPORATION
             (Exact name of Registrant as specified in its charter)

        FLORIDA                              65-0496132 
(State or other jurisdiction of              (IRS Employer Identification No.) 
incorporation of organization)

 4700 NW BOCA RATON BOUBEVARD, SUITE 400, BOCA RATON, FL              33431 
(Address of principal executive offices)                            (Zip Code) 

Registrant's telephone number, 
including area code                                              (561) 997-0708

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(b) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] NO [ ]

   
The number of the outstanding Preferred Stock held by nonaffiliates of the
Registrant on December 16, 1996 was 248,885 shares.
    




<PAGE>


                         ASSOCIATED BUSINESS & COMMERCE
                              INSURANCE CORPORATION

                                TABLE OF CONTENTS

Part I. Financial Information

Statement of Operations (unaudited), three months and six months ended 
   June 30, 1996                                                               3
Balance Sheets, June 30, 1996 (unaudited) and December 31, 1995                4
Statements of Changes in Stockholders' Equity, six months ended
   June 30, 1996 (unaudited) and the year ended December 31, 1995              6
Statement of Cash Flows (unaudited), six months ended June 30, 1996            7
Notes to Financial Statements (unaudited)                                      8
Management's Discussion and Analysis of Financial Condition and Results of 
   Operations                                                                 12
       
Signatures....................................................................14


<PAGE>

                          PART I FINANCIAL INFORMATION

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                            STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND THE
                         SIX MONTHS ENDED JUNE 30, 1996
                                   UNAUDITED

                                              THREE MONTHS           SIX MONTHS
                                                  ENDED                 ENDED
                                              MARCH 31, 1996       JUNE 30, 1996
                                              --------------       -------------
Revenues:
     Standard premium earned, net of discounts  $ 6,917,029     $13,641,277 
     Less premium ceded for reinsurance           4,979,331       9,796,467 
                                                -----------     -----------
        Net premium earned                        1,937,698       3,844,810 
     Less loss and loss adjustment expenses       1,382,313       2,440,036
                                                -----------     ----------- 
        Premiums available for operations           555,385       1,404,774 
     Earned premium LPT transaction                  62,757         245,036
     Interest earnings                              248,041         469,779
                                                -----------     ----------- 
                                                    966,183       2,119,589 
Policy acquisition and other underwriting 
     expenses                                       848,359       1,836,589
                                                -----------     ----------- 
        Income before income taxes                  117,824         283,000 

Income tax expense                                   40,000          96,000
                                                -----------     ----------- 
        Net income                                 $ 77,824      $  187,000
                                                ===========     =========== 
        Earnings per common share and 
           common share equivalent                 $   0.76      $     1.40
                                                ===========     ===========

The accompanying notes are an integral part of these financial statements.

                                      -3-


 <PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                                 BALANCE SHEET
                JUNE 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995

                        ASSETS                      JUNE 30,       DECEMBER 31,
                                                      1996              1995
                                                   (UNAUDITED)
                                                   -----------     ------------

Investments with fixed maturities                 $11,597,372       $14,439,231 
Cash and cash equivalents                           1,145,017         2,242,245 
Premiums receivable, less allowance for
      doubtful accounts 1996 $874,679; 
      1995 $613,125                                 4,771,982         4,849,556
Reinsurance and related recoverables:
      Paid loss recoverable                           369,581            94,598
      Loss and loss adjustment expenses            17,634,142        14,471,111
      Prepaid reinsurance premiums                    186,776           530,957
Advances receivable                                   462,397           175,832
Accrued investment income                             157,475           211,277
Prepaid expenses                                      663,830         1,821,000
Deferred income taxes                                 988,000         1,084,000
Deferred policy acquisition costs                     587,501           389,737
Equipment, less accumulated depreciation
      1996 $36,163; 1995 $4,837                       525,594           289,871
Other assets, net                                      82,063           101,202
                                                  -----------       -----------
                                                  $39,171,730       $40,700,617
                                                  ===========       ===========

The accompanying notes are an integral part of these financial statements.
   
                                   -4-
<PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                           BALANCE SHEET - CONTINUED
                JUNE 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995
        
                 RESERVES, LIABILITIES AND STOCKHOLDERS' EQUITY

                                                    JUNE 30,        DECEMBER 31,
                                                      1996              1995
                                                   -----------      ------------
                                                   (UNAUDITED)

     
Reserves for losses and loss adjustment expenses       $27,379,052  $28,306,416
Liabilities: 
   Accounts payable and accrued expenses                 2,385,285    2,709,469
   Unearned and return premium payable                   2,945,161    2,346,983 
   Deferred gain on loss portfolio transfer                515,842      760,878 
   Accrued income taxes and special tax deposits            28,200    1,078,200
                                                       -----------  -----------
                                                         5,874,488    6,895,530

Commitments and contingencies
   Total reserves and liabilities                       33,253,540   35,201,946 
Stockholders' equity:
   Convertible preferred stock series A, 6% cumulative, 
       $1 par value, authorized shares 1,900,000; 
       issued and outstanding 249,454 shares (aggregate
       liquidation preference of $2,494,540 at 
       June 30, 1996)                                      249,454      221,805
   Additional paid - in capital, preferred series A      2,245,086    1,996,245
   Convertible preferred stock series B, $1 par 
        value, authorized, issued and outstanding 
        3,200,000 shares                                 3,200,000    3,200,000
   Common stock, $1 par value, authorized 15,000,000 
       shares; 102,501 shares issued and outstanding       102,501      102,501 
   Retained earnings (deficit)                             121,149      (21,880)
                                                       -----------  -----------
                                                         5,918,190    5,498,671
                                                       -----------  -----------
                                                       $39,171,730  $40,700,617
                                                       ===========  ===========

The accompanying notes are an integral part of these financial statements.
   
                                   -5-

<PAGE>
<TABLE>
<CAPTION>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND
                        THE YEAR ENDED DECEMBER 31, 1995

                                                           ADDITIONAL
                                                           PAID - IN
                                PREFERRED STOCK             CAPITAL                RETAINED
                              ------------------------     PREFERRED    COMMON     EARNINGS
                              SERIES A        SERIES B     SERIES A     STOCK      (DEFICIT)
                              --------        --------     ----------   ------     ---------
        <S>                      <C>             <C>            <C>          <C>     <C>
Balance, beginning of period   $ --             $ --         $ --       $ 102,501   $ (10,245)

   Preferred stock issued
         for cash              221,805           3,200,000    1,996,845
   Net (loss)                                                                         (11,635)
                             ---------          ----------   ---------- ---------   ---------
Balance, December 31, 1995     221,805           3,200,000    1,996,845   102,501     (21,880)
   
   Preferred stock issued
       for cash (Unaudited      27,649                          248,841

   Dividends to preferred
       stockholders (Unaudited)                                                       (43,971)

Net income (Unaudited)                                                                187,000

Balance June 30,             ---------          ----------   ---------- ---------   ---------
       1996 (Unaudited       $ 249,454          $3,200,000   $2,245,686 $ 102,501   $ 121,149
                             =========          ==========   ========== =========   ========= 
</TABLE>

The accompanying notes are an integral part of these financial statements.
   
                                   -6-


<PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                            STATEMENTS OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1996
                                  (UNAUDITED)

OPERATING ACTIVITIES

        Net income                                        $ 187,000 
        Adjustments:

          Change in net insurance reserves               (4,365,378)
          Change in premiums receivable                      77,574 
          Accrued income taxes                           (1,050,000) 
          Other                                           1,543,419 
             
              Net cash and cash equivalents              ----------
              (used in) operating activities             (3,607,385)
                                                         ----------
INVESTING ACTIVITIES

        Proceeds from investment maturities               2,815,140 
        Proceeds for other assets, net                       (3,888) 
        Purchase of equipment                              (247,049) 
        Payments of advances, net                          (286,565) 

             Net cash and cash equivalents               ----------
             provided by investing activities             2,277,638
                                                         ----------
FINANCING ACTIVITIES

        Payment of preferred dividends                      (43,971) 
        Proceeds from issuance of preferred stock           276,490 
                                                         ----------
             Net cash and cash equivalents provided 
             by financing activities                        232,519 
                                                         ----------
Net (decrease) in cash and cash equivalents              (1,097,228) 
                                                         
Cash and cash equivalents, beginning of period            2,242,245 
                                                        -----------
Cash and cash equivalents, end of period                $ 1,145,017
                                                        -----------

The accompanying notes are an integral part of these financial statements.
   
                                   -7-

 <PAGE> 
              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                   UNAUDITED

NOTE 1 - BASIS OF PRESENTATION 

        The financial information presented as of any date other than December
        31 has been prepared from the books and records without audit. Financial
        information as of December 31 has been derived from the audited
        financial statements of the Company, but does not include all
        disclosures required by generally accepted accounting principles. 
  
        The accompanying financial statements have been prepared in conformity 
        with generally accepted accounting principles. 

        These financial statements rely, in part, on estimates. In the opinion 
        of management, all necessary adjustments have been reflected for a fair 
        presentation of the results of operations, financial position and cash 
        flows in the accompanying unaudited financial statements. The results 
        for the period are not necessarily indicative of the results to be 
        expected for the entire year. 

        Reference should be made to the "Notes to Financial Statements" on
        pages F - 8 through F - 22 of the registrant's Form 10 - K for the year
        ended December 31, 1995. The amounts in those notes have not changed
        except as a result of transactions in the ordinary course of business or
        as otherwise disclosed in these notes. 

        Some figures in the 1995 financial statements have been reclassified to 
        conform with the 1996 presentation. These reclassifications have no 
        effect on net income or stockholders' equity, as previously reported. 

        Comparative results of operations and cash flow information is not 
        presented because the registrant did not begin insurance operations 
        until December 1995. Activity until that time was limited to 
        organizational activities. 

NOTE 2 - INVESTMENTS 

        Investment activity for the period ending June 30, 1996 consisted of the
        collection of maturities, early call proceeds and proceeds from the sale
        of certain available for sale fixed maturity securities, which totalled
        $2,813,631. Market value of the Company's available for sale fixed
        maturity securities continued to approximate amortized cost; accordingly
        no provision for appreciation (depreciation) in investments is recorded
        in stockholders' equity. 

                                      -8-
 <PAGE> 
              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                   UNAUDITED

NOTE 3 - EARNINGS PER SHARE

        Earnings per common share were calculated by dividing net income by the
        adjusted average number of common shares outstanding. Net income was
        adjusted by preferred dividends declared and paid during April 1996.
        There was no change in the average number of outstanding common shares
        from December 31, 1995, and there was no dilution of common stock
        because the preferred stock is not convertible to common stock before
        January 1, 2000. The calculation of earnings per share for the three and
        six month periods ended June 30, 1996 is based upon the following
        information:

                                                   THREE MONTHS     SIX MONTHS
                                                        ENDED          ENDED
                                                  MARCH 31, 1996   JUNE 30, 1996
                                                  --------------   -------------
 
                Net income                            $ 77,824        $ 187,000
                Dividends applicable to Convertible 
                 Series A, 6% cumulative preferred 
                 stock                                     -            (43,971)
                                                    ----------       ----------
                                                      $ 77,824        $ 143,029
                                                    ==========       ==========
NOTE 4 - INCOME TAXES

        The provision for income taxes for the period ended June 30, 1996 is as
follows:

               Federal income taxes currently payable
                (refundable)                                         $   -
               Deferred federal income taxes                           96,000
                                                                     --------
                                                                     $ 96,000
                                                                     ========

NOTE 5 - REINSURANCE

The Company's financial statements reflect the effects of ceded reinsurance
transactions. The Company does not assume reinsurance in the ordinary course of
business. However, effective November 30, 1995, the Company, in a transaction
approved by the Florida Department of Insurance, assumed the insurance assets
and liabilities of Associated Business & Commerce Workers' Compensation Self -
Insurance Fund, the Company's predecessor (the "Fund"), by virtue of a loss
portfolio transaction ("LPT"). The excess of premium received over losses
assumed was treated as deferred LPT premium on the balance sheet.

The deferred LPT premium is earned in the ratio of assumed losses paid to total
assumed losses. Deferred LPT premium earned for the period ended June 30, 1996
totalled $245,036.

Ceded reinsurance involves transferring certain risks the Company has
underwritten to other insurance companies who agree to share these risks. The
primary purpose of ceded reinsurance is to protect the Company from potential
losses in excess of the amount it is prepared to accept.

                                      -9-


<PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                   UNAUDITED

NOTE 5 - REINSURANCE (CONTINUED)

  The Company expects those with whom it has ceded reinsurance to honor their
  obligations. In the event these companies are unable to honor their 
  obligations, the Company will pay the shortfall.

  The following table summarizes the effect of reinsurance on premiums earned
  and insurance losses and loss adjustment expenses for the period ended
  June 30, 1996:

        Premiums earned:
           Direct                                     $ 13,641,277
           Ceded                                        (9,796,467)
                                                        ----------
        Net premiums earned                           $  3,844,810 
                                                        ----------
        Insurance losses and loss adjustment expenses:
           Direct                                     $  8,290,933
           Ceded                                        (5,850,897
                                                        ----------
             Net insurance losses                     $  2,440,036
                                                        ----------
NOTE 6 - LEGAL PROCEEDINGS

From time to time, the Company may be involved in workers' compensation
proceedings relating to claims arising out of its operations in the normal
course of business. AS of the filing date of the Form 10-Q, the Company is not
party to any legal proceedings outside of its ordinary workers compensation
settlement business which management believes would materially affect the
financial position or operations of the Company with the exception of the matter
described below.

   
In July 1992, the Fund filed a lawsuit in the State Circuit Court of Palm Beach
County, Florida, for breach of contract against Advanced Risk Management
Incorporated ("ARMI") claiming damages for excess fees and advances collected by
ARMI, the former service company of the Fund. A counterclaim was filed by ARMI
alleging breach of contract, breach of fiduciary duty and fraud. On January 2,
1994, the court granted summary judgment in favor of the Fund with respect to
all of the counterclaims made by ARMI. The summary judgment was appealed by ARMI
and reversed by the Fourth District Court of Appeal, which remanded the matter
back to the trial court to resolve specific issues. On December 15, 1995 the
trial court granted the Fund's renewed motion for summary judgment. ARMI has
filed an appeal as to this judgment as well. The Fund intends to continue to
pursue and defend this claim on its own behalf. There can be no assurance
however, that, in the event of an unfavorable ruling against the Fund, recovery
would not be sought from the Company. In the event there is an unfavorable
outcome, which management believes to be unlikely, the Fund's liability is
estimated at less than $1,000,000.
    

                                      -10-


<PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                   UNAUDITED

   
NOTE 7 - RELATED PARTY TRANSACTIONS
    

All of the Company's outstanding common stock as well as all of the outstanding
Series B preferred stock are owned by the Company's parent, Associated Business
& Commerce Holdings, Inc. ("Holdings"). Holdings was organized in March 1995 for
the purpose of providing financing and performing certain management services
for the Company under a management agreement. All common stock and Series B
preferred stock have been pledged as collateral against a note payable issued by
Holdings.

   
The note payable of Holdings was issued to the Company's quota share reinsurer,
Underwriters Reinsurance Company ("Underwriters"). The loan bears interest at
12.75% per annum, and, if not prepaid, is due on September 30, 2001. Holdings
expects to repay the loan from fees paid by the Company under a management
agreement.

Holdings renegotiated the loan agreement with Underwriters during the second
quarter of 1996 to eliminate any debt service payment requirements for the
balance of 1996 and through March of 1997. In addition, Underwriters agreed to 
re-loan all then paid principal on the note of approximately $162,400. As a 
result of these arrangements, Holdings reduced the management fee charged
the Company, dollar for dollar, and agreed to refund $162,400 of such fees 
paid through the first quarter when received by Holdings.

The terms of the management agreement call for a fee of 14.1% of the Company's
written premium to be paid to Holdings in return for Holdings performing certain
administrative functions and for paying certain costs on behalf of the Company.
Through June 30, 1996 management fees payable pursuant to the above agreement
would have approximated $1,923,000. The effect of the temporary revision
described above through June 30, 1996 reduced management fees payable to
$1,693,000.
    

Policy acquisition and other underwriting expenses reflected in the statement of
operations for the period ended June 30, 1996 are net of $2,394, 679 in
ceding commissions paid to the Company by Underwriters.

   
The advances receivable at June 30, 1996 of $462,397 represents working capital
advances to Holdings and are non - interest bearing. $162,400 of the advance is 
attributable to the reduced management fee payable to Holdings, which will be
repaid upon Holdings' receipt of the principal refund from Underwriters. 

NOTE 8 - STOCKHOLDERS' EQUITY
    
On May 2, 1996, the Company's Board of Directors adopted an amendment to its
articles of incorporation to increase the number of authorized shares of 6%
Cumulative Convertible Preferred Stock, Series A, from 900,000 to 1,900,000.

                                     -11 -

<PAGE>

                         ASSOCIATED BUSINESS & COMMERCE
                             INSURANCE CORPORATION
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
                                 June 30, 1996

RESULTS OF OPERATIONS

The Company is reporting income before taxes for the first two quarters of 1996
of $283,000 based on premium volume of $13,600,000. Annualized premium as of
June 30, 1996 amounts to approximately $27,300,000 or a slight reduction from
the calendar year 1995 amount of $27,900,000. As discussed in the Company's Form
10-K for 1995, certain insureds elected not to renew their coverage with the
Company effective January 1, 1996, which management perceived as being the
result of increased competition generated by favorable 1993 legislative changes
and also the late date in 1995 that the Company completed its plan to announce
the availability of non-assessable insurance coverage. Since the Form 10-K was
prepared and filed, the Company has written new business which has resulted in a
restoration to 1995 writing levels. The adjustments to premium pricing and
availability factors as discussed in the Form 10-K have resulted in a greater
portion of submissions being accepted by potential customers. Although writings
have been restored to 1995 levels, leading management to be optimistic regarding
the Company's 1996 writings, the adjustments to budgeted expenditures made by
management in response to the reduction of January 1, 1996 renewals remain in
place, to be modified only to the extent required by increasing premium volume.

As a result of the full absorption of the Company's 70% quota-share
arrangements, earned premiums ceded for reinsurance (including excess loss
re-insurance) amounts to 71.8% of earned premium. Loss and operating expense
ratios are effected somewhat by the ceding of premium in comparison to 1995's
ratios during which the quota-share treaty was only in effect for the last
quarter of the year. 

For the first two quarters of 1996, the loss and loss expense ratio is 63.5% and
the expense ratio is 47.8% or a combined ratio of 111.2%. The investment ratio
(interest and investment earnings divided by net earned premium) amounted to
12.2% for the second quarter resulting in an overall operating ratio of 99%.
Included within the statement of operations is recognition of deferred gain on
the loss portfolio transfer transaction between the Company and the Fund of
approximately $245,000. Without the recognition of this gain, the company would
have recorded operating income before income taxes of approximately $38,000.

For the six months ended June 30, 1995, the Fund reported earned premium of
approximately $13,600,000 and income before taxes of approximately $354,000 in
its unaudited financial statements. The Fund was not a party to any quota-share
reinsurance treaty during that period nor was any management agreement in effect
as is the case with the Company for 1996. Policy acquisition and other
underwriting expenses for the Company for the first quarter included
approximately $144,000 of amounts paid to Holdings, which was utilized by
Holdings for debt service on its loan from Underwriters. However, based upon
Holdings renegotiating the terms of its note payable to Underwriters, no amount
of the management fee was used for debt service during the second quarter. 
   
As discussed above and in Note 7 to the financial statements, management fees
payable by the Company to Holdings through June 30, 1996 have been reduced 
by $230,000 attributable to Holdings' reduced debt service payment requirements 
on its loan to Underwriters.
                                      -12-
 <PAGE> 
                             ASSOCIATED BUSINESS &
                         COMMERCE INSURANCE CORPORATION
                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                 June 30, 1996
    

LIQUIDITY AND CAPITAL RESOURCES

As was anticipated and described in the Company's Form 10-K, cash flows from
operating activities for the first two quarters was a negative $3,600,000. This
was anticipated because of the Company's quota-share arrangements with
Underwriters. Such negative cash flows from operations were offset by proceeds
from investment maturities and other investment activities realizing cash flows
of approximately $2,300,000 and from proceeds from the issuance of additional
Series A preferred stock of approximately $276,000 resulting in an overall
decrease in cash and cash equivalents for the six months ended June 30, 1996 of
approximately $1,100,000. 

Invested assets reduced from $14,400,000 at the end of 1995 to $11,600,000 as of
June 30, 1996 with a decrease in cash of approximately $1,100,000. Negative cash
flows from operations are expected to continue throughout 1996 as funding of the
quota-share recoverables continues by virtue of the transfer of premium to the
quota-share reinsurer pursuant to the quota-share treaty. As claims are settled
and paid in the future, management anticipates that such negative flows will
eventually reverse or stabilize as reimbursements due from the reinsurer for
claims paid and other reimbursements for operating expenses equal or exceed
premiums due pursuant to the treaty.

On a statutory basis, the Company is reporting statutory surplus of
approximately $4,900,000 and statutory net income of $893,000 for the six months
ended June 30, 1996. Based upon the Company's current writings, required
statutory surplus is the minimum of $4,000,000, pursuant to Florida's Insurance
Code.


On May 2, 1996, the Company's Board of Directors adopted an amendment to its
articles of incorporation to increase the number of authorized shares of 6%
Cumulative Convertible Preferred Stock, Series A, from 900,000 to 1,900,000. 


                                      -13-

       


<PAGE>

                                  SIGNATURES


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.

                           ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                           Registrant

   
Date: January 9, 1997      /s/ JAMES R. NAU
                           ----------------------------------------------------
                           James R. Nau
                           President


Date: January 9, 1997      /s/ CLIFFORD G. MERRITT
                           ----------------------------------------------------
                           Clifford G. Merritt 
                           Vice President, Finance 
                           (Principal Financial and Accounting Officer)
    

                                      -14-