<PAGE> 1
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                        FORM S-8

                                 Registration Statement
                                       Under the
                               Securities Act of 1933

                    Reinsurance Group of America, Incorporated
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

             Missouri                                       43-1627032
-----------------------------------              ------------------------------
  (State or Other Jurisdiction of                        (I.R.S. Employer
  Incorporation or Organization)                        Identification No.)

       660 Mason Ridge Drive, St. Louis, Missouri              63141
-------------------------------------------------------------------------------
        (Address of Principal Executive Offices)             (Zip Code)

                        Flexible Stock Plan for Directors
-------------------------------------------------------------------------------
                             (Full Title of the Plan)

        James E. Sherman, 700 Market Street, St. Louis, Missouri 63101
-------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                  (314) 444-0634
-------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
                                                             Proposed            Proposed
   Title of                                                  Maximum              Maximum
  Securities                              Amount             Offering            Aggregate               Amount of
    to be                                 to be               Price              Offering              Registration
  Registered                           Registered          Per Share<F1>         Price<F1>                Fee<F1>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>                <C>                      <C>
Common Stock<F4>                        50,000<F2>            $53.6875           $2,684,375                $814
Preferred Stock                         50,000<F2>               <F3>                <F3>                  <F3>
Purchase Rights
====================================================================================================================================
<FN>
<F1>    Calculated pursuant to Rule 457(h) and 457(c) under the Securities Act
        of 1933 as amended solely for the purpose of determining the
        registration fee.
<F2>    This Registration Statement also covers such additional shares of
        Common Stock as may be issuable pursuant to antidilution provisions.
<F3>    Each share of Common Stock issued also represents one Preferred Stock
        Purchase Right.  Preferred Stock Purchase Rights cannot trade
        separately from the underlying Common Stock and, therefore, do not
        carry a separate price or necessitate an additional registration fee.
<F4>    Pursuant to Rule 416(c) under the Securities Act of 1933, this
        Registration Statement also covers an indeterminate amount of interests
        to be offered or sold pursuant to the above-referenced Plan.
</TABLE>



<PAGE> 2

                                PART II
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents are incorporated by reference in this
Registration Statement:

      (a)   Annual Report on Form 10-K for the year ended December 31,
            1996 filed by the registrant with the Securities and
            Exchange Commission (the "Commission") under the Securities
            Exchange Act of 1934, as amended (the "1934 Act").
      (b)   Quarterly Report on Form 10-Q for the quarterly period ended
            March 31, 1997 filed under the 1934 Act.
      (c)   The description of the registrant's Common Stock contained
            in the registrant's Registration Statement on Form 8-A dated
            April 6, 1993, as amended by Amendment No. 1, filed under
            the 1934 Act.
      (d)   The description of the registrant's Preferred Stock Purchase
            Rights contained in the registrant's Registration Statement
            on Form 8-A dated April 6, 1993, as amended by Amendment No.
            1, filed under the 1934 Act.

            All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.     Description of Securities.

            The securities to be offered are registered under Section 12(b) of
the 1934 Act.

Item 5.     Interests of Named Experts and Counsel.

            The legality of the securities registered hereunder is being
passed upon by Matthew P. McCauley.  Mr. McCauley is General Counsel and
Secretary of the registrant and owns 400 shares of the registrant's Common
Stock.

Item 6.     Indemnification of Directors and Officers.

            Section 351.355(1) of the Revised Statutes of Missouri provides
that a corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in
the right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action,
had no reasonable cause to believe his conduct was unlawful.


                                    II-1
<PAGE> 3

Section 351.355(2) provides that the corporation may indemnify any such person
in any action or suit by or in the right of the corporation against expenses
(including attorney's fees) and settlement amounts actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that he may
not be indemnified in respect of any matter in which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court.  Section 351.355(3) provides that
a corporation may indemnify any such person against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with
the action, suit or proceeding if he has been successful in defense of such
action, suit or proceeding and if such action, suit or proceeding is one for
which the corporation may indemnify him under Section 351.355(1) or (2).
Section 351.355(7) provides that a corporation shall have the power to give
any further indemnity to any such person, in addition to the indemnity
otherwise authorized under Section 351.355, provided such further indemnity is
either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, provided that no such indemnity shall indemnify any person from
or on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

            The Restated Articles of Incorporation of the registrant contain
provisions indemnifying its directors, officers, employees and agents to the
extent authorized specifically by Sections 351.355(1), (2), (3) and (7).  The
registrant has entered into indemnification contracts with its officers and
directors.  The contracts provide that the registrant under certain
circumstances may self-insure against directors' and officers' liabilities now
insured under the policy of insurance referred to below and will provide
indemnity to the fullest extent permitted by law against all expenses
(including attorney's fees), judgments, fines and settlement amounts, paid or
incurred in any action or proceeding, including any act on behalf of the
registrant, on account of their service as a director or officer of the
registrant, any subsidiary of the registrant or any other company or
enterprise when they are serving in such capacities at the request of the
registrant, excepting only cases where the conduct of such person is adjudged
to be knowingly fraudulent, deliberately dishonest or willful misconduct.

            Directors or officers of the registrant who are directors or
officers of General American Life Insurance Company ("General American") may
also be entitled to indemnification under the provisions of an agreement with
General American providing indemnification to them since they serve, at
General American's request, as directors or officers of the registrant.  Such
individuals may also be covered by General American's directors' and officers'
liability insurance policy.

            General American maintains a policy of insurance under which the
directors and officers of the registrant are insured, subject to the limits of
the policy, against certain losses, as defined in the policy, arising from
claims made against such directors and officers by reason of any wrongful
acts, as defined in the policy, in their respective capacities as directors or
officers.


                                    II-2
<PAGE> 4

Item 7.     Exemption From Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

            See Exhibit Index.

Item 9.     Undertakings.

      (a)   The undersigned hereby undertakes:

            (1)   To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;

                  (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

            (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.


                                    II-3
<PAGE> 5

            (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b)   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (h)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                    II-4
<PAGE> 6

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
May 14, 1997.

                        REINSURANCE GROUP OF AMERICA, INCORPORATED

                        By:           /s/ A. Greig Woodring
                            -----------------------------------------
                            A. Greig Woodring
                            President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated and the undersigned have duly
caused this registration statement to be signed in the name and on behalf
of the Flexible Stock Plan for Directors by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on
May 12, 1997:

<TABLE>
<CAPTION>
           Name                                      Title                                         Date

<C>                                 <S>                                                         <C>
   /s/ Richard A. Liddy             Chairman of the Board and Director                          May 12, 1997
------------------------------
   Richard A. Liddy


   /s/ A. Greig Woodring            President, Chief Executive Officer and Director             May 12, 1997
------------------------------      (Principal Executive Officer)
   A. Greig Woodring


   /s/ J. Cliff Eason               Director                                                    May 12, 1997
------------------------------
   J. Cliff Eason


   /s/ Bernard A. Edison            Director                                                    May 12, 1997
------------------------------
   Bernard A. Edison


   /s/ Dennis F. Hardcastle         Director                                                    May 12, 1997
------------------------------
   Dennis F. Hardcastle


   /s/ William A. Peck, M.D.        Director                                                    May 12, 1997
------------------------------
  William A. Peck, M.D.


   /s/ Leonard M. Rubenstein        Director                                                    May 12, 1997
------------------------------
   Leonard M. Rubenstein


   /s/ William P. Stiritz           Director                                                    May 12, 1997
------------------------------
   William P. Stiritz


   /s/ Edwin Trusheim               Director                                                    May 12, 1997
------------------------------
   Edwin Trusheim


   /s/ Jack B. Lay                  Executive Vice President and Chief Financial Officer        May 12, 1997
------------------------------      (Principal Financial and Accounting Officer)
   Jack B. Lay
</TABLE>


                                    II-5
<PAGE> 7

<TABLE>
                                 INDEX TO EXHIBITS

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


  3.3       Form of Certificate of Designations for Series A Junior
            Participating Preferred Stock (included as Exhibit A to
            Exhibit 4.2)


  4.1       Specimen Certificate for Common Stock (incorporated by reference
            to Exhibit 4.1 to Amendment No. 1 to Registration Statement on
            Form S-1 (File No. 33-58960) filed April 14, 1993


  4.2       Rights Agreement dated as of May 4, 1993 between Reinsurance Group
            of America, Incorporated and Boatmen's Trust Company, as Rights
            Agent incorporated by reference to Exhibit 4.2 to Amendment No. 1
            to Registration Statement on Form S-1 (File No. 33-58960) filed
            April 14, 1993


  5.1       Opinion of Legal Counsel

 10.25<F*>  Reinsurance Group of America, Incorporated Flexible Stock Plan for
            Directors

 23.1       Consent of KPMG Peat Marwick LLP


 23.2       Consent of Legal Counsel (included in Exhibit 5.1)

<FN>
--------------------
<F*> Represents a management contract or compensatory plan or arrangement.
</TABLE>




                                    II-6
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1
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                        FORM S-8

                                 Registration Statement
                                       Under the
                               Securities Act of 1933

                    Reinsurance Group of America, Incorporated
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

             Missouri                                       43-1627032
-----------------------------------              ------------------------------
  (State or Other Jurisdiction of                        (I.R.S. Employer
  Incorporation or Organization)                        Identification No.)

       660 Mason Ridge Drive, St. Louis, Missouri              63141
-------------------------------------------------------------------------------
        (Address of Principal Executive Offices)             (Zip Code)

                        Flexible Stock Plan for Directors
-------------------------------------------------------------------------------
                             (Full Title of the Plan)

        James E. Sherman, 700 Market Street, St. Louis, Missouri 63101
-------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                  (314) 444-0634
-------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)

                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed            Proposed
   Title of                                                  Maximum              Maximum
  Securities                              Amount             Offering            Aggregate               Amount of
    to be                                 to be               Price              Offering              Registration
  Registered                           Registered          Per Share
Price
Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock
50,000
$53.6875           $2,684,375                $814
Preferred Stock                         50,000
Purchase Rights
====================================================================================================================================
Calculated pursuant to Rule 457(h) and 457(c) under the Securities Act
        of 1933 as amended solely for the purpose of determining the
        registration fee.
This Registration Statement also covers such additional shares of
        Common Stock as may be issuable pursuant to antidilution provisions.
Each share of Common Stock issued also represents one Preferred Stock
        Purchase Right.  Preferred Stock Purchase Rights cannot trade
        separately from the underlying Common Stock and, therefore, do not
        carry a separate price or necessitate an additional registration fee.
Pursuant to Rule 416(c) under the Securities Act of 1933, this
        Registration Statement also covers an indeterminate amount of interests
        to be offered or sold pursuant to the above-referenced Plan.
2

                                PART II
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents are incorporated by reference in this
Registration Statement:

      (a)   Annual Report on Form 10-K for the year ended December 31,
            1996 filed by the registrant with the Securities and
            Exchange Commission (the "Commission") under the Securities
            Exchange Act of 1934, as amended (the "1934 Act").
      (b)   Quarterly Report on Form 10-Q for the quarterly period ended
            March 31, 1997 filed under the 1934 Act.
      (c)   The description of the registrant's Common Stock contained
            in the registrant's Registration Statement on Form 8-A dated
            April 6, 1993, as amended by Amendment No. 1, filed under
            the 1934 Act.
      (d)   The description of the registrant's Preferred Stock Purchase
            Rights contained in the registrant's Registration Statement
            on Form 8-A dated April 6, 1993, as amended by Amendment No.
            1, filed under the 1934 Act.

            All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.     Description of Securities.

            The securities to be offered are registered under Section 12(b) of
the 1934 Act.

Item 5.     Interests of Named Experts and Counsel.

            The legality of the securities registered hereunder is being
passed upon by Matthew P. McCauley.  Mr. McCauley is General Counsel and
Secretary of the registrant and owns 400 shares of the registrant's Common
Stock.

Item 6.     Indemnification of Directors and Officers.

            Section 351.355(1) of the Revised Statutes of Missouri provides
that a corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in
the right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action,
had no reasonable cause to believe his conduct was unlawful.

                                    II-1
3

Section 351.355(2) provides that the corporation may indemnify any such person
in any action or suit by or in the right of the corporation against expenses
(including attorney's fees) and settlement amounts actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that he may
not be indemnified in respect of any matter in which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court.  Section 351.355(3) provides that
a corporation may indemnify any such person against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with
the action, suit or proceeding if he has been successful in defense of such
action, suit or proceeding and if such action, suit or proceeding is one for
which the corporation may indemnify him under Section 351.355(1) or (2).
Section 351.355(7) provides that a corporation shall have the power to give
any further indemnity to any such person, in addition to the indemnity
otherwise authorized under Section 351.355, provided such further indemnity is
either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, provided that no such indemnity shall indemnify any person from
or on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

            The Restated Articles of Incorporation of the registrant contain
provisions indemnifying its directors, officers, employees and agents to the
extent authorized specifically by Sections 351.355(1), (2), (3) and (7).  The
registrant has entered into indemnification contracts with its officers and
directors.  The contracts provide that the registrant under certain
circumstances may self-insure against directors' and officers' liabilities now
insured under the policy of insurance referred to below and will provide
indemnity to the fullest extent permitted by law against all expenses
(including attorney's fees), judgments, fines and settlement amounts, paid or
incurred in any action or proceeding, including any act on behalf of the
registrant, on account of their service as a director or officer of the
registrant, any subsidiary of the registrant or any other company or
enterprise when they are serving in such capacities at the request of the
registrant, excepting only cases where the conduct of such person is adjudged
to be knowingly fraudulent, deliberately dishonest or willful misconduct.

            Directors or officers of the registrant who are directors or
officers of General American Life Insurance Company ("General American") may
also be entitled to indemnification under the provisions of an agreement with
General American providing indemnification to them since they serve, at
General American's request, as directors or officers of the registrant.  Such
individuals may also be covered by General American's directors' and officers'
liability insurance policy.

            General American maintains a policy of insurance under which the
directors and officers of the registrant are insured, subject to the limits of
the policy, against certain losses, as defined in the policy, arising from
claims made against such directors and officers by reason of any wrongful
acts, as defined in the policy, in their respective capacities as directors or
officers.

                                    II-2
4

Item 7.     Exemption From Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

            See Exhibit Index.

Item 9.     Undertakings.

      (a)   The undersigned hereby undertakes:

            (1)   To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;

                  (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

            (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                    II-3
5

            (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b)   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (h)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                    II-4
6

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
May 14, 1997.

                        REINSURANCE GROUP OF AMERICA, INCORPORATED

                        By:           /s/ A. Greig Woodring
                            -----------------------------------------
                            A. Greig Woodring
                            President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated and the undersigned have duly
caused this registration statement to be signed in the name and on behalf
of the Flexible Stock Plan for Directors by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on
May 12, 1997:
Name                                      Title                                         Date
/s/ Richard A. Liddy             Chairman of the Board and Director                          May 12, 1997
------------------------------
   Richard A. Liddy

   /s/ A. Greig Woodring            President, Chief Executive Officer and Director             May 12, 1997
------------------------------      (Principal Executive Officer)
   A. Greig Woodring

   /s/ J. Cliff Eason               Director                                                    May 12, 1997
------------------------------
   J. Cliff Eason

   /s/ Bernard A. Edison            Director                                                    May 12, 1997
------------------------------
   Bernard A. Edison

   /s/ Dennis F. Hardcastle         Director                                                    May 12, 1997
------------------------------
   Dennis F. Hardcastle

   /s/ William A. Peck, M.D.        Director                                                    May 12, 1997
------------------------------
  William A. Peck, M.D.

   /s/ Leonard M. Rubenstein        Director                                                    May 12, 1997
------------------------------
   Leonard M. Rubenstein

   /s/ William P. Stiritz           Director                                                    May 12, 1997
------------------------------
   William P. Stiritz

   /s/ Edwin Trusheim               Director                                                    May 12, 1997
------------------------------
   Edwin Trusheim

   /s/ Jack B. Lay                  Executive Vice President and Chief Financial Officer        May 12, 1997
------------------------------      (Principal Financial and Accounting Officer)
   Jack B. Lay
II-5
7

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

  3.3       Form of Certificate of Designations for Series A Junior
            Participating Preferred Stock (included as Exhibit A to
            Exhibit 4.2)

  4.1       Specimen Certificate for Common Stock (incorporated by reference
            to Exhibit 4.1 to Amendment No. 1 to Registration Statement on
            Form S-1 (File No. 33-58960) filed April 14, 1993

  4.2       Rights Agreement dated as of May 4, 1993 between Reinsurance Group
            of America, Incorporated and Boatmen's Trust Company, as Rights
            Agent incorporated by reference to Exhibit 4.2 to Amendment No. 1
            to Registration Statement on Form S-1 (File No. 33-58960) filed
            April 14, 1993

  5.1       Opinion of Legal Counsel

 10.25
Reinsurance Group of America, Incorporated Flexible Stock Plan for
            Directors

 23.1       Consent of KPMG Peat Marwick LLP

 23.2       Consent of Legal Counsel (included in Exhibit 5.1)
--------------------
Represents a management contract or compensatory plan or arrangement.
II-6