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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                                                             
                                ------------------
                               FORM 10-K/A NO. 1

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                        COMMISSION FILE NUMBER : 1-11396

                        JOHN ALDEN FINANCIAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE> 
<S>                                                                  <C>       
                 DELAWARE                                                      59-2840712
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)       (I.R.S. EMPLOYER IDENTIFICATION NO.)
7300 CORPORATE CENTER DRIVE, MIAMI, FLORIDA                                     33126-1223
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                   (ZIP CODE)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 715-3767

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
         <S>                                                              <C>
                                                                           NAME OF EACH EXCHANGE ON
            TITLE OF EACH CLASS                                                WHICH REGISTERED
         -------------------------------------------------------------------------------------------
         COMMON STOCK, PAR VALUE $.01                                      NEW YORK STOCK EXCHANGE
         PREFERRED SHARE PURCHASE RIGHT                                     NEW YORK STOCK EXCHANGE
</TABLE>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE

     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 REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. [ X ] YES [ ] NO

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K [ X ].

     THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT AS OF MARCH 11, 1997 WAS APPROXIMATELY $483,805,898.

     AS OF MARCH 11, 1997, 25,335,538 SHARES OF THE REGISTRANT'S COMMON STOCK
WERE OUTSTANDING.

     DOCUMENTS INCORPORATED BY REFERENCE. THE INFORMATION CALLED FOR BY PART
III IS INCORPORATED BY REFERENCE TO THE DEFINITIVE PROXY STATEMENT FOR THE 1997
ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY, WHICH WILL BE FILED ON OR BEFORE
APRIL 30, 1997.


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The undersigned Registrant hereby amends its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 to include Exhibit 99.1, Financial
Statements for the year ended December 31, 1996 for the John Alden Financial
Corporation Employee Stock Purchase Plan, together with the related Report of
Independent Accountants and Consent of Independent Accountants as follows:


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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to this Report
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Miami, State of Florida, on the 30th day of April, 1997.

                                        JOHN ALDEN FINANCIAL CORPORATION



                                        By: /s/ Scott L. Stanton
                                            ----------------------------------
                                            Scott L. Stanton
                                            Senior Vice President and Chief
                                            Financial Officer