1
                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549

                          FORM 10-Q/A
                        AMENDMENT NO. 1
  (MARK ONE)
  /X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

           FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

                              OR

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

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

                  COMMISSION FILE NUMBER 1-11848

             REINSURANCE GROUP OF AMERICA, INCORPORATED
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            MISSOURI                                43-1627032
  (STATE OR OTHER JURISDICTION                     (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

                     660 MASON RIDGE CENTER DRIVE
                      ST. LOUIS, MISSOURI  63141
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                           (314) 453-7439
         (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

      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.

                                             YES   X     NO
                                                -------    -------

COMMON STOCK OUTSTANDING ($.01 PAR VALUE) AS OF JULY 31, 1996:
16,829,796 SHARES


 2


    REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES
                            FORM 10-Q/A

                         TABLE OF CONTENTS

ITEM                                                                       PAGE
- ----                                                                       ----
                                                                     

6   Exhibits and Reports on Form 8-K                                       2

    Signatures                                                             3

    Index to Exhibits                                                      4



                                    1
 3

ITEM 6
- ------

Exhibits and Reports on Form 8-K
- --------------------------------

(a)   See index to exhibits.

(b)   A report on Form 8-K was filed with the Securities and Exchange
      Commission on April 4, 1996, regarding the sale of $100,000,000 of
      Reinsurance Group of America, Incorporated  7-1/4% Senior Notes due
      2006.  No other reports on Form 8-K were filed during the three months
      ended June 30, 1996.


                                    2
 4

                                 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.



                             Reinsurance Group of America, Incorporated



Date: September 16, 1996     By: /s/ A. Greig Woodring
                                 -------------------------------------
                                        A. Greig Woodring
                             President & Chief Executive Officer






Date: September 16, 1996         /s/ Jack B. Lay
                               ----------------------------------------
                                      Jack B. Lay
                             Executive Vice President & Chief Financial Officer


                                    3
 5

                 INDEX TO EXHIBITS

Exhibit
Number                   Description
- ------                   -----------


 3.1        Restated Articles of Incorporation of
            Reinsurance Group of America, Incorporated
            ("RGA") incorporated by reference to Exhibit
            3.1 to Registration Statement on Form S-1
            (No. 33-58960) filed on March 2, 1993

 3.2        Bylaws of RGA incorporated by reference to
            Exhibit 3.2 to Registration Statement on Form
            S-1 (No. 33-58960) filed on March 2, 1993

 3.3        Form of Certificate of Designations for Series
            A Junior Participating Preferred Stock incorporated
            by reference to Exhibit 3.3 to Amendment No. 1 to
            Registration Statement on Form S-1 (No. 33-58960)
            filed on April 14, 1993

10.17<F*>   RGA Management Incentive Plan as Amended and
            Restated Effective January 1, 1996

10.22<F*>   RGA Flexible Stock Plan as Amended and Restated
            Effective January 1, 1996

10.24<F*>   RGA Executive Performance Share Plan as Amended and
            Restated Effective January 1, 1996

27.1<F**>   Financial Data Schedule

[FN]
<F*>  Represents a management contract or compensatory plan or
      arrangement.
<F**> Previously filed.


                                    4