<PAGE>   1




                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549





                                    FORM 10-Q



[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                       OR


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM __________ TO _________




                     AMERICAN BANKERS INSURANCE GROUP, INC.
                             11222 QUAIL ROOST DRIVE
                              MIAMI, FLORIDA 33157
                                 (305) 253-2244


Commission File Number:                                                0-9633

State of Incorporation:                                               Florida

I.R.S. Employer Identification Number:                             59-1985922

Indicate, by check mark, whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days. YES  X  NO
                                              ---    ---

Common Stock - Par Value $1.00
20,849,597 Shares Outstanding on August 5, 1997





                                       1
<PAGE>   2

                                                                       Form 10-Q



Company or group of companies for which report is filed:



                     AMERICAN BANKERS INSURANCE GROUP, INC.

This quarterly report, filed pursuant to Rule 13A-13 of the General Rules and
Regulations under the Securities Exchange Act of 1934, consists of the following
information as specified in Form 10-Q.

PART I - FINANCIAL INFORMATION
------------------------------

       ITEM 1 - Financial Statements

       1.     Consolidated Balance Sheets at June 30, 1997 and December 31,
              1996.

       2.     Consolidated Statements of Income for the three months ended June
              30, 1997 and 1996.

       3.     Consolidated Statements of Income for the six months ended June
              30, 1997 and 1996.

       4.     Consolidated Statements of Cash Flows for the six months ended
              June 30, 1997 and 1996.

       5.     Notes to Consolidated Financial Statements.

       ITEM 2 - Management's Discussion and Analysis of Financial Condition
                and Results of Operations.

PART II - OTHER INFORMATION
---------------------------

       ITEM 1 - Legal Proceedings

       ITEM 4 - Submission of matters to a vote of security holders

       ITEM 6 - Exhibits and Reports

       a.     Exhibits.

              The following exhibits are included herein:

              (11)  Statement re: computation of earnings per share
              (27)  Financial Data Schedule

       b.     Report on Form 8-K. 
              None





                                       2
<PAGE>   3




                                                                       Form 10-Q





                                    SIGNATURE

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 BANKERS
                                                 INSURANCE GROUP, INC.



August 13, 1997
    Date
                                                   /s/ Robert Hill
                                              -----------------------------
                                                       Robert Hill
                                              Principal Accounting Officer








                                       3
<PAGE>   4











                                     PART I



                              FINANCIAL INFORMATION
















                                       4
<PAGE>   5
                     AMERICAN BANKERS INSURANCE GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1997 AND DECEMBER 31, 1996
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                       1997             1996
                                                                                  ------------    -----------
ASSETS                                                                             (unaudited)

<S>                                                                                <C>            <C>        
Investments
        Held-to-Maturity securities, at amortized cost                             $   853,541    $   851,146
        Available-for-Sale securities, at approximate market value                     871,493        805,124
        Trading securities, at fair value                                                 --            9,038
        Equity securities, at approximate market value                                 110,378        112,895
        Mortgage loans on real estate                                                    9,848         10,236
        Policy loans                                                                     8,759          8,290
        Short-term and other investments                                               200,575        171,674
                                                                                   -----------    -----------
        Total investments                                                            2,054,594      1,968,403
                                                                                   -----------    -----------

Cash                                                                                     7,579         30,434
Accounts receivable, net of allowance for doubtful
  accounts of $3,932 in 1997 and $4,526 in 1996                                        114,307        128,963
Reinsurance receivable                                                                 217,317        202,626
Accrued investment income                                                               25,328         24,296
Deferred policy acquisition costs                                                      416,615        387,993
Prepaid reinsurance premiums                                                           450,367        507,077
Other assets                                                                           213,291        219,711
                                                                                   -----------    -----------
        Total assets                                                               $ 3,499,398    $ 3,469,503
                                                                                   ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Policy liabilities                                                                 $   297,309    $   291,756
Unearned premiums                                                                    1,304,650      1,291,142
Claim liabilities                                                                      513,867        487,596
                                                                                   -----------    -----------
                                                                                     2,115,826      2,070,494

Other policyholders' funds                                                               5,822          6,795
Notes payable                                                                          241,811        222,490
Deferred income taxes                                                                   40,032         40,795
Accrued commissions and other expenses                                                 123,575        156,896
Other liabilities                                                                      214,735        261,826
                                                                                   -----------    -----------
        Total liabilities                                                            2,741,801      2,759,296
                                                                                   -----------    -----------
Commitments and Contingencies (Note 4)

STOCKHOLDERS' EQUITY

Preferred Stock. $3.125 Series B Cumulative Convertible Preferred Stock
  Authorized 3,500 shares. Issued and Outstanding: 2,300 shares in 1997 and 1996   $   115,000    $   115,000
Common stock of $1 par value.  Authorized 100,000 shares.
  Issued and outstanding:  1997-20,816 shares; 1996-20,530 shares                       20,816         20,530
Additional paid-in capital                                                             226,441        217,939
Net unrealized investment and foreign exchange gains                                     3,521          7,437
Retained earnings                                                                      402,311        359,359
Less:
  Treasury stock, at cost - 93 shares in 1997 and 93 shares in 1996                     (1,426)        (1,426)
  Unamortized restricted stock                                                          (5,878)        (4,382)
  Collateralization of loan to Leveraged Employee
    Stock Ownership Plan                                                                (3,188)        (4,250)
                                                                                   -----------    -----------
        Total stockholders' equity                                                     757,597        710,207
                                                                                   -----------    -----------

        Total liabilities and stockholders' equity                                 $ 3,499,398    $ 3,469,503
                                                                                   ===========    ===========

</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                        5
<PAGE>   6
                     AMERICAN BANKERS INSURANCE GROUP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                 FOR THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                  (in thousands except per common share data)
                                  (unaudited)
<TABLE>
<CAPTION>

                                                                 1997       1996
                                                               --------   --------
<S>                                                            <C>        <C>
Gross collected premiums                                       $666,605   $601,382
                                                               ========   ========

Premiums and other revenues:
      Net premiums earned                                      $365,011   $346,777
      Net investment income                                      33,342     28,765
      Realized investment gains                                   3,104      4,992
      Other income                                                4,583      5,454
                                                               --------   --------
        Total premiums and other revenues                       406,040    385,988
                                                               --------   --------

Benefits and expenses:
      Net benefits, claims, losses and settlement expenses      134,038    132,159
      Commissions                                               148,862    144,939
      Operating expense                                          78,907     69,210
      Interest expense                                            4,062      4,425
                                                               --------   --------
        Total benefits and expenses                             365,869    350,733
                                                               --------   --------

Income before taxes                                              40,171     35,255
                                                               --------   --------
Income tax expense:
      Current                                                    14,074     12,383
      Deferred                                                   (2,521)    (2,188)
                                                               --------   --------
                                                                 11,553     10,195
                                                               --------  ---------

Net Income                                                     $ 28,618   $ 25,060
                                                               ========   ========



PER COMMON SHARE AND COMMON EQUIVALENT SHARE DATA
  Primary:
      Net Income                                               $   1.27   $   1.19
                                                               ========   ========

      Weighted average number of shares outstanding              21,051     20,972
                                                               ========   ========
  Fully diluted:
      Net Income                                               $   1.22   $   1.19
                                                               ========   ========

      Weighted average number of shares outstanding              23,506     21,047
                                                               ========   ========

Dividends per common share                                     $   0.21   $   0.20
                                                               ========   ========
</TABLE>







          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                        6
<PAGE>   7
                     AMERICAN BANKERS INSURANCE GROUP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                  FOR SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                  (in thousands except per common share data)
                                  (unaudited)
<TABLE>
<CAPTION>

                                                                 1997          1996
                                                             -----------   -----------
<S>                                                          <C>           <C>        
Gross collected premiums                                     $ 1,303,731   $ 1,206,031
                                                             ===========   ===========

Premiums and other revenues:
      Net premiums earned                                    $   728,786   $   688,631
      Net investment income                                       65,448        56,204
      Realized investment gains                                    5,034         6,021
      Other income                                                11,653        10,829
                                                             -----------   -----------
        Total premiums and other revenues                        810,921       761,685
                                                             -----------   -----------

Benefits and expenses:
      Net benefits, claims, losses and settlement expenses       272,928       279,517
      Commissions                                                300,499       272,633
      Operating expense                                          151,990       134,867
      Interest expense                                             8,019         8,526
                                                             -----------   -----------
        Total benefits and expenses                              733,436       695,543
                                                             -----------   -----------

Income before taxes                                               77,485        66,142
                                                             -----------   -----------

Income tax expense:
      Current                                                     23,578        19,682
      Deferred                                                    (1,130)          764
                                                             -----------   -----------
                                                                  22,448        20,446
                                                             -----------   -----------

Net Income                                                   $    55,037   $    45,696
                                                             ===========   ===========



PER COMMON SHARE AND COMMON EQUIVALENT SHARE DATA
  Primary:
      Net Income                                             $      2.45   $      2.18
                                                             ===========   ===========

      Weighted average number of shares outstanding               20,971        20,949
                                                             ===========   ===========

  Fully diluted:
      Net Income                                             $      2.35   $      2.18
                                                             ===========   ===========

      Weighted average number of shares outstanding               23,427        21,028
                                                             ===========   ===========

Dividends per common share                                   $      0.41   $      0.39
                                                             ===========   ===========

</TABLE>







          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                        7
<PAGE>   8
                     AMERICAN BANKERS INSURANCE GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                 (in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>

                                                                 1997          1996
                                                             -----------   -----------
<S>                                                           <C>           <C>       
OPERATING ACTIVITIES:
Net income                                                    $   55,037    $   45,696
Adjustments to reconcile net income to net cash provided
  by operating activities:
      Change in policy liabilities, unearned premiums, claim
        liabilities, reinsurance receivable and prepaid
        reinsurance premiums                                      77,599       106,755
      Change in other assets and other liabilities               (27,235)      (53,155)
      Decrease in accounts receivable                             14,656         8,292
      Increase in accrued investment income                       (1,032)       (1,016)
      (Decrease) increase in accrued commission and expenses     (33,321)       34,664
      (Decrease) increase in policyholders' funds                   (973)           33
      Increase in policy loans                                      (469)         (302)
      Amortization of deferred policy acquisition costs          272,162        95,398
      Amortization of cost of insurance acquired                     759           958
      Policy acquisition costs deferred                         (300,786)     (135,630)
      Provision for amortization and depreciation                  6,205         4,109
      Provision for deferred income taxes                           (354)          764
      Net gain on sale of investments                             (5,034)       (6,021)
      Compensation and tax effect on stock option shares           1,091         2,108
      Net cash flow from purchases and sales of trading
        securities                                                 8,880        (2,794)
                                                              ----------    ----------  
        Net cash provided by operating activities                 67,185        99,859
                                                              ----------    ----------  
INVESTING ACTIVITIES:
Purchase of investments
      Held-to-maturity securities                                (51,457)     (171,972)
      Available-for-sale securities                             (809,411)     (108,026)
Proceeds from sale of investments
      Available-for-sale securities                              728,472        55,875
      Mortgage loans                                                 395         1,045
      Real Estate                                                     18         1,412
Proceeds from maturities of investments
      Held-to-maturity securities                                 36,734        38,025
      Available-for-sale securities                               34,465        25,563
Increase in short-term investments                               (29,502)      (36,391)
Transactions related to capital assets
      Capital expenditures                                       (10,306)       (6,027)
      Sales of capital assets                                         58           326
                                                              ----------    ----------  
      Net cash used in investing activities                     (100,534)     (200,170)
                                                              ----------    ----------  
FINANCING ACTIVITIES:
Proceeds from issuance of debt                                    20,384       138,147
Repayment of debt                                                     --       (37,000)
Dividends paid to shareholders                                   (12,050)       (7,867)
Proceeds from issuance of stock                                    2,080           773
Purchase of treasury stock                                            --          (175)
                                                              ----------    ----------  
      Net cash provided by financing activities                   10,414        93,878
                                                              ----------    ----------  
Net decrease in cash                                             (22,935)       (6,433)
Cash at beginning of period                                       30,434        23,257
Rate change effect on cash flow                                       80             6
                                                              ----------    ----------  
Cash at end of period                                         $    7,579    $   16,830
                                                              ==========    ==========  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash paid during the period for:
    Interest                                                  $    5,577   $     9,239
    Income taxes                                              $   21,222   $    15,736

</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                        8
<PAGE>   9

                     AMERICAN BANKERS INSURANCE GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997
                                   (UNAUDITED)

1.    Financial Statements

      The accompanying unaudited consolidated financial statements have been
      prepared in accordance with the instructions to Form 10-Q and do not
      include all of the information and footnotes required by generally
      accepted accounting principles for complete financial statements. In the
      opinion of management, all adjustments (consisting of normal recurring
      accruals) considered necessary for a fair presentation have been included.
      Operating results for the period ended June 30, 1997 are not necessarily
      indicative of the results that may be expected for the year ending
      December 31, 1997. These statements should be read in conjunction with the
      financial statements and notes thereto included in the Company's Annual
      Report Form 10-K for the year ended December 31, 1996. Certain items have
      been reclassed to conform with 1997 presentation.

2.    Translation of Foreign Currencies

      Unrealized foreign exchange losses, totaling $13,114,000 and $9,688,000 as
      of June 30, 1997 and December 31, 1996 respectively, are included in
      Stockholders' Equity under the caption "Net unrealized investment and
      foreign exchange gains."

3.    Reinsurance

      The Company accounts for reinsurance contracts under Financial Accounting
      Standards Board's Statement 113. The Company recognizes the income on
      reinsurance contracts principally on a pro-rata basis over the life of the
      policies covered under the reinsurance agreements. Reinsurance
      Recoverables on Unpaid Losses are included as an asset in the Balance
      Sheet under the caption "Reinsurance Receivable." Ceded Unearned Premiums
      are included as an asset in the Balance Sheet under the caption "Prepaid
      Reinsurance Premiums."

      The effect of reinsurance on premiums earned is as follows for the six
      months and three months ended June 30, 1997 and 1996:

                                            (in thousands)
                                           Six Months Ended
                                   JUNE 30, 1997    JUNE 30, 1996
                                   -------------    -------------

      Direct premiums                $1,221,413      $1,091,700
      Reinsurance assumed                80,862          58,881
      Reinsurance ceded                (573,489)       (461,950)
                                     ----------      ----------
      Net premiums earned            $  728,786      $  688,631
                                     ==========      ==========

                                           (in thousands)
                                         Three Months Ended
                                   JUNE 30, 1997   JUNE 30, 1996
                                   -------------   -------------
       Direct premiums               $ 624,806       $ 553,796
       Reinsurance assumed              45,791          39,446
       Reinsurance ceded              (305,586)       (246,465)
                                     ---------       ---------
       Net premiums earned           $ 365,011       $ 346,777
                                     =========       =========


      Reinsurance ceded incurred losses for the six months ended June 30, 1997
      and 1996, were $233,632,000 and $154,843,000 respectively.




                                       9
<PAGE>   10




4.    Commitments and Contingencies

      For a comprehensive description of the Company's litigation, see Item III
      of the Company's 1996 Form 10-K.

      Alabama and Related Litigation:

      Certain of ABIG's subsidiaries, including ABIC, ABLAC and Voyager, are
      presently parties to a number of individual consumer and class action
      lawsuits pending in Alabama involving premium rate, marketing, disclosure,
      and policy coverage issues. While a number of similar suits have been
      filed in other jurisdictions, the insurance and finance industries have
      been targeted in Alabama by plaintiffs' lawyers who enjoy a favorable
      judicial climate. The Company typically has been named as a co-defendant
      with one or several retailer or finance companies who have sold the
      Company's product to a consumer. Other insurers are also joined as
      co-defendants in some of the suits.

      Although the Alabama lawsuits and similar suits pending in other
      jurisdictions generally involve relatively small amounts of actual or
      compensatory damages, they typically assert claims requesting substantial
      punitive awards or purport to represent a large class of policyholders.
      The Company denies any wrongdoing in any of these suits and believes that
      it has not engaged in any conduct that would warrant an award of punitive
      damages or that the class allegations have merit. The Company has been
      advised by legal counsel that it has meritorious defenses to all claims
      being asserted against it.

      While no one individual lawsuit is necessarily significant in terms of
      financial risk to the Company, the judicial climate in Alabama is such
      that the outcome of these cases is extremely unpredictable. Moreover,
      class action lawsuits to which the Company is a party do not lend
      themselves to potential damage calculation. Without admitting any
      wrongdoing, the Company has settled a number of these suits, but there are
      still a significant number of cases pending, and it is expected that more
      suits alleging essentially the same causes of action are likely to
      continue to be filed during 1997. The Company intends to continue to
      defend itself vigorously against all such suits and believes, based on
      information currently available, that any liabilities that could result
      are not expected to have a material adverse effect on the Company's
      financial position.

      The Company is involved with a number of cases in the ordinary course of
      business relating to insurance matters, or more infrequently, certain
      corporate matters. Generally, the Company's liability is limited to
      specific amounts relating to insurance or policy coverage for which
      provision has been made in the financial statements. Other cases involve
      general corporate matters which generally do not represent significant
      contingencies for the Company.




                                       10
<PAGE>   11




5.    Segment Information


      Gross collected premiums, net premiums earned and income (loss) before
      federal income taxes are summarized as follows


<TABLE>
<CAPTION>
                                                                     (in thousands)
                                                                   Six Months Ended
                                                                         June 30,
                                                                 1997              1996
                                                             -----------       -----------
<S>                                                          <C>               <C>        

      GROSS COLLECTED PREMIUMS:
      Life                                                   $   399,746       $   367,374
      Property and Casualty                                      903,985           838,657
                                                             -----------       -----------
           Total                                             $ 1,303,731       $ 1,206,031
                                                             ===========       ===========
      NET PREMIUMS EARNED:
 
      Life                                                   $   193,028       $   197,861
      Property and Casualty                                      535,758           490,770
                                                             -----------       -----------
           Total                                             $   728,786       $   688,631
                                                             ===========       ===========
      INCOME (LOSS) BEFORE INCOME TAXES:

      Life                                                   $    31,160       $    35,317
      Property and Casualty                                       60,946            44,118
      Other                                                       (6,602)           (4,767)
                                                             -----------       -----------
                                                                  85,504            74,668

      Interest Expense                                             8,019             8,526
                                                             -----------       -----------
            Total Income before Income Taxes                 $    77,485       $    66,142
                                                             ===========       ===========
      </TABLE>

6.    Accounting for Investments

      The Company accounts for its investments according to the Financial
      Accounting Standards Board's Statement 115 Accounting for Certain
      Investments in Debt and Equity Securities.

      This Statement addresses the accounting and reporting for investments in
      equity securities that have readily determinable fair values and for all
      investments in debt securities. Those investments are to be classified in
      three categories and accounted for as follows:

      HELD-TO-MATURITY - Securities for which the enterprise has the positive
      intent and ability to hold to maturity. These securities are carried at
      amortized cost.

      TRADING SECURITIES - Securities that are bought and held principally for
      the purpose of selling them in the near term. These securities are carried
      at market value with the unrealized holding gain or loss included in
      earnings.

      AVAILABLE-FOR-SALE - Securities not classified as trading or
      held-to-maturity. These securities are carried at market value with the
      unrealized holding gain or loss reported as a separate component of
      equity, net of the income tax effect.

                                       11

<PAGE>   12

      The detail of Cost and Statement Value for the Fixed Maturities and Equity
      Securities held at June 30, 1997 is as follows:

                                                      (in thousands)
                                                Amortized      Statement
                                                  Cost           Value
                                               ----------      ----------
      FIXED MATURITIES
      ----------------
      Held-to-Maturity Securities              $  853,541      $  853,541
      Available-for-Sale Securities               860,424         871,493
      Trading Securities                               --              --
                                               ----------      ----------
        Total Fixed Maturities                 $1,713,965      $1,725,034
                                               ==========      ==========
                                        
      Net unrealized gain                                      $   11,069
                                                               ==========

                                                                 Market
                                                 Cost            Value
                                               --------        --------
      EQUITY SECURITIES
      -----------------
      Held-to-Maturity Securities                $   --          $   --
      Available-for-Sale Securities              95,949         110,378
      Trading Securities                             --              --
                                               --------        --------
        Total Equity Securities                $ 95,949        $110,378
                                               ========        ========
      Net unrealized gain                                      $ 14,429
                                                               ========



      The net unrealized gain for "Available-for-Sale Securities" decreased by
      $493,000 (net of $153,000 in deferred income taxes) from December 31, 1996
      to June 30, 1997. There were no unrealized gains and losses from transfers
      of Held-to- Maturity Securities.

      An analysis of the realized gains and losses of the Company for the six
      months ended June 30, 1997, is as follows:

<TABLE>
<CAPTION>
                                                                               (in thousands)
                                                                               --------------
<S>                                                                               <C>     
      Gross realized gains from sales of Available-for-Sale Securities            $ 13,942
      Gross realized losses from sales of Available-for-Sale Securities             (8,337)
      Gross realized gains from sales of Trading Securities                            241
      Gross realized losses from sales of Trading Securities                          (622)
                                                                                  --------
      Net realized gain from investment activity                                     5,224
      Net realized loss from other investment activity                                (190)
                                                                                  --------
      Total realized gain                                                         $  5,034
                                                                                  ========

</TABLE>

The Company uses the specific identification method to determine cost for
computing the realized gains and losses. 




                                       12
<PAGE>   13




                     AMERICAN BANKERS INSURANCE GROUP, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS

Gross collected premiums increased $65.2 million or 11% to $666.6 million for
the three months ended June 30, 1997, from $601.4 million for the same period of
1996. Approximately 31% or $20.5 million of the increase came from the Company's
largest product lines - Credit Unemployment and Credit A&H.

During the three months ended June 30, 1997, total premiums and other revenues
were $406.0 million, an increase of $20.0 million over total premiums and other
revenues of $386.0 million for the same period in 1996. The increase includes an
$18.2 million increase in net premiums earned. The overall growth in invested
assets generated an additional $4.6 million of investment income for the second
quarter of 1997 as compared to the same period of 1996.

The benefits and claims ratio improved to 37% for the three months ended June
30, 1997, compared to 38% for the same period of 1996. Additionally, the
commissions ratio improved to 41% for the three months ended June 30, 1997, from
42% for the same period of 1996.

FINANCIAL CONDITION

Stockholders' Equity increased $47.4 million from $710.2 million at December 31,
1996, to $757.6 million at June 30, 1997. The contribution of net income of
$55.0 million was the primary cause for the increase.


LIQUIDITY AND CAPITAL RESOURCES

On June 30, 1997, $2.1 billion of securities, short-term investments and cash
comprised 59% of the Company's total assets. The securities were principally
readily marketable and did not include any significant concentration in private
placements.

The Company does not hold significant investments in equity securities;
consequently, market changes in the equity securities markets do not
significantly affect the investment portfolio.

At the May 1997 Annual Stockholders meeting, shareholders approved an increase
to the Company's authorized shares of Common Stock from 35,000,000 to
100,000,000.

In July 1997, the Company transferred the listing of its common and preferred
stock from the Nasdaq National Market to the New York Stock Exchange (NYSE). The
Company believes that the NYSE listing will increase the potential investor
base.

The Company expects to continue its policy of paying regular cash dividends;
however, future dividends are dependent on the Company's future earnings,
capital requirements and financial condition. In addition, the payment of
dividends is subject to the restrictions described in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.





                                       13

<PAGE>   14




PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 - SAFE HARBOR CAUTIONARY
STATEMENT

Except for the historical information contained herein, certain of the matters
discussed in this quarterly report are "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995, which involve certain
risks and uncertainties, including but not limited to, changes in general
economic conditions, interest rates, consumer confidence, competition,
environmental factors, and governmental regulations affecting the Company's
operations. See the Company's Annual Report Form on 10-K for the year ended
December 31, 1996, for a further discussion of these and other risks and
uncertainties applicable to the Company's business.





                                       14

<PAGE>   15

                                     PART II

                                OTHER INFORMATION















                                       15
<PAGE>   16
ITEM 1 - LEGAL PROCEEDINGS

Commitments and Contingencies information which appears on page 10 elsewhere in
this report is incorporated by reference in this item. Additional information
regarding litigation can be found in the Company's 1996 Annual Report on Form
10-K.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Stockholders meeting was held on May 23, 1997 at the Company's
Headquarters. Proxies for the meeting were solicited pursuant to Regulation 14
under the Securities Act of 1934. The following matters were submitted to a vote
by the shareholders:


<TABLE>
<CAPTION>
                                                                   Total Votes
                                                      ---------------------------------------
<S>                                                   <C>           <C>               <C>

                                                        For          Withheld         Abstain

1.  Amendment to the Third Amended and Restated       11,549,018     6,434,532        27,743
    Articles of Incorporation of the Company to
    increase the authorized capital stock of the
    Company.

2.  Amendment to the 1994 Amended and Restated        17,802,389       382,735        49,309
    Directors' Deferred Compensation Plan to
    increase the number of shares of Common Stock
    reserved for issuance thereunder from 100,000
    to 200,000.

3.  American Bankers Insurance Group, Inc. 1997       12,558,214     5,543,187        54,289
    Equity Incentive Plan.

4.  Votes for the election of Directors:
           Gerald N. Gaston                           19,104,262        71,991
           Daryl L. Jones                             19,099,021        77,232
           Bernard P. Knoth                           19,056,342       119,911
           Albert H. Nahmad                           19,099,838        76,415
           George E. Williamson, II                   19,099,557        76,696

</TABLE>

      All matters submitted were approved by the requisite vote.

      Continuing directors are: William H. Allen, Jr., Nicholas Buoniconti,
      Armando M. Codina, Peter J. Dolara, James F. Jorden, Jack F. Kemp, R.
      Kirk Landon, Malcolm G. MacNeill, Eugene M. Matalene, Jr., Robert C.
      Strauss, and Nicholas J. St. George .




ITEM 6(a) - EXHIBITS

Exhibit 11 - Statement Re: Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule (for SEC use only)

ITEM 6(b) - REPORTS ON FORM 8-K

None





                                       16