SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report(Date of earliest event reported): January 31, 1996

                         FOREMOST CORPORATION OF AMERICA


(State or other jurisdiction of     (Commission              (I.R.S. Employer
 incorporation or organization)     File Number)            Identification No.)

 Delaware                             0-6478                     38-1863522


                   (Address of principal executive offices)
                5600 Beech Tree Lane, Caledonia, Michigan 49316
          Mailing Address: P.O. Box 2450, Grand Rapids, Michigan 49501

               (Registrant's telephone number, including area code)
                                  (616) 942-3000




 



Item 5. Other Events.


         On January  31,  1996,  Foremost  Corporation  of America  ("Foremost")
announced that it had signed a letter of intent to sell its subsidiary  Foremost
Life Insurance Company ("Foremost Life") to Woodmen Accident and Life Company of
Lincoln,  Nebraska  ("Woodmen").  Under the terms of the  proposed  transaction,
Woodmen  would  acquire all of the  outstanding  common stock of Foremost  Life.
Foremost anticipates that the sale price, which is subject to adjustment,  would
yield  approximately  $17 million in cash  available to Foremost after taxes and
that Foremost  would incur an after tax loss on the sale of  approximately  $1.3
million. Foremost and Woodmen will participate in a joint election under Section
338(h)(10) of the Internal  Revenue Code to treat the proposed  transaction as a
purchase of assets for tax purposes.

         The  amount  of the  anticipated  sale  price  was  determined  through
arms-length  negotiation between the parties.  There is no relationship  between
Woodmen and  Foremost  or any of its  subsidiaries,  any  director or officer of
Foremost, or any associate of any such director or officer.




Item 7. Financial Statements and Exhibits.

Exhibit No.                                          Document
    99                         Press Release of Foremost dated January 31, 1996



                                  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.

FOREMOST CORPORATION OF AMERICA

By:____________F. Robert Woudstra________________
               F. Robert Woudstra
      Executive Vice President and Treasurer


Date: February 1, 1996