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                                 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 MARCH 31, 1997
                                       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 APRIL 30, 1997:  16,978,896
SHARES



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       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




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ITEM 6
- ------

EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------

(a)   See index to exhibits.

(b)   None.


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                              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: May 19, 1997            By:      /s/ A. Greig Woodring
                                  -------------------------------
                                  A. Greig Woodring
                                  President & Chief Executive Officer
                                  (Principal Executive Officer)




Date: May 19, 1997                     /s/ Jack B. Lay
                                  -------------------------------
                                  Jack B. Lay
                                  Executive Vice President &
                                  Chief Financial Officer
                                  (Principal Financial and Accounting Officer)


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                              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        Certificate of Designations for Series A Junior Participating
            Preferred Stock

 4.2        Rights Agreement dated as of May 4, 1993, as amended, between RGA
            and Boatmen's Trust Company, as Rights Agent

10.25<F*>   RGA Flexible Stock Plan for Directors effective January 1, 1997
            incorporated by reference to Exhibit 10.25 to Registration
            Statement on Form S-8 (File No. 333-27167) filed on May 15,
            1997

27.1<F**>   Financial Data Schedule
- -------------------

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




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