<PAGE>
                                          Registration No. 333-____________
===========================================================================


                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549
                            ------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                      FOREMOST CORPORATION OF AMERICA
          (Exact Name of Registrant as Specified in its Charter)
                            ------------------
                    DELAWARE                            38-1863522
         (State or Other Jurisdiction of             (I.R.S. Employer
         Incorporation or Organization)            Identification Number)

    5600 BEACH TREE LANE, CALEDONIA, MICHIGAN             49316
    (Address of Principal Executive Offices)            (Zip Code)

Mailing Address:  P.O. BOX 2450, GRAND RAPIDS, MICHIGAN, 49501

                      FOREMOST CORPORATION OF AMERICA
                           RESTRICTED STOCK PLAN
                         (Full Title of the Plan)

           PAUL D. YARED            Copies to:    STEPHEN C. WATERBURY
SENIOR VICE PRESIDENT AND SECRETARY            WARNER NORCROSS & JUDD LLP
  FOREMOST CORPORATION OF AMERICA                900 OLD KENT BUILDING
           P.O. BOX 2450                         111 LYON STREET, N.W.
   GRAND RAPIDS, MICHIGAN 49501             GRAND RAPIDS, MICHIGAN 49503-2487

                   (Name and Address of Agent for Service)

                              (616) 942-3000
       (Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
    TITLE OF                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM
SECURITIES TO BE         AMOUNT TO BE         OFFERING PRICE          AGGREGATE             AMOUNT OF
   REGISTERED             REGISTERED         PER SHARE<F1><F2>   OFFERING PRICE<F1><F2>  REGISTRATION FEE
<S>                 <C>                         <C>                  <C>                    <C>
Common Stock,        90,957 shares <F3><F4>      $22.90625            $2,083,484             $614.63
$1.00 par value



<PAGE>
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee.
<F2> On February 23, 1998, the average of the high and low prices of the
     Common Stock of Foremost Corporation of America was $22.90625 per
     share.  The registration fee is computed in accordance with Rule
     457(h) and (c).
<F3> Plus an indeterminate number of additional shares as may be required
     to be issued in the event of an adjustment as a result of an increase
     in the number of issued shares of Common Stock resulting from a
     subdivision of such shares, the payment of stock dividends or certain
     other capital adjustments.
<F4> This number is the result of a three-for-one stock split of Foremost
     Corporation of America's Common Stock distributed on January 20,
     1998.
</FN>
</TABLE>
===========================================================================


































<PAGE>
                                 PART II.

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Foremost Corporation of America
("Foremost" or the "Registrant") with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the
     year ended December 31, 1996.

          (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act") since the end of the Registrant's latest fiscal
     year covered by the financial statements included in the Annual
     Report referred to in (a) above.

          (c)  The registration statement on Form 8-A for the
     Registrant's Common Stock, containing a description of such
     stock, filed with the Commission on April 3, 1996.

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


ITEM 4.   DESCRIPTION OF SECURITIES.

          The class of securities to be offered is registered under Section
12 of the Exchange Act.  A description of such securities has been
incorporated by reference in Item 3(c) above.


ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.







                                      2
<PAGE>
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company's Restated Certificate of Incorporation generally
require the Company to indemnify its directors and officers to the fullest
extent permissible under Delaware law against all expenses (including
amounts paid in settlement) incurred in any proceeding (whether or not such
proceeding was by or in the right of the Company) in which they were a
party because of their position as a director or officer of the Company or
because they served at the request of the Company as a director, officer,
employee or agent of another corporation or entity.  The provision also
provides for the advancement of litigation expenses at the request of a
director or officer under certain circumstances.  The Company is not
required to indemnify a director or officer for expenses in any proceeding
in which a court determines that the director or officer received unlawful
remuneration or personal profit or committed intentional acts of dishonesty
or in any proceeding for an accounting of profits made from short swing
trading of the Company's securities.  However, directors and officers are
entitled to bring suit against the Company for failure to make a requested
indemnification and the Company has the burden of proof to show such
indemnification to be improper.

          Delaware law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a majority vote of
disinterested directors (even though less than a quorum) or, if there are
no such directors, or if such directors so direct, by independent legal
counsel in a written opinion or by the stockholders, that the person
seeking indemnification acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal proceeding, which the person
had no reasonable cause to believe the person's conduct was unlawful.
Without court approval, however, no indemnification may be made in respect
of any derivative action in which the person is adjudged liable to the
corporation.  Delaware law requires indemnification of expenses when the
individual being indemnified has successfully defended the action on the
merits or otherwise.

          All of the above provisions could affect the liability of
Foremost's directors and officers in their capacities as such.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.






                                      3
<PAGE>
ITEM 8.   EXHIBITS.

          The following exhibits have been filed or incorporated by
reference as part of this registration statement:

EXHIBIT
NUMBER     DOCUMENT

 3.1       Restated Certificate of Incorporation as amended.  Previously
           filed as an exhibit to the Registrant's Annual Report on Form
           10-K for the year ended December 31, 1985, and incorporated
           herein by reference.

 3.2       Certificate of Amendment of Restated Certificate of Incorpora-
           tion dated May 6,  1987.  Previously filed as an exhibit to
           the Registrant's Annual Report on Form 10-K for the year ended
           December 31, 1987, and incorporated herein by reference.

 3.3       Certificate of Amendment of Restated Certificate of
           Incorporation dated May 6, 1988.  Previously filed as an
           exhibit to the Registrant's Annual Report on Form 10-K for the
           year ended December 31, 1988, and incorporated herein by
           reference.

 3.4       Bylaws.  Previously filed as Exhibit 3(d) to the Registrant's
           Annual Report on Form 10-K for the year ended December 31,
           1988, and incorporated herein by reference.

 4.1       Restated Certificate of Incorporation.  See Exhibits 3.1, 3.2
           and 3.3 above.

 4.2       Bylaws.  See Exhibit 3.4 above.

 4.3       Specimen Certificate of Common Stock of Registrant.

 4.4       Rights Agreement.  Previously filed as Exhibit 2.1 of the
           Company's Registration Statement on Form 8-A, effective January
           8, 1990, and incorporated herein by reference.

 5         Opinion of Legal Counsel.

 23.1      Consent of BDO Seidman, LLP.

 23.2      Consent of Legal Counsel. Included in Exhibit 5 above.






                                      4
<PAGE>
ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned Registrant hereby undertakes:

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

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

                    (ii) 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 20% change in the maximum aggregate offering
               price set forth in the "Calculation of Registration
               Fee" table in the effective registration statement;

                    (iii) include any material information on 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)
          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 determining any liability under the
          Securities Act, 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


                                      5
<PAGE>
          securities at that time to be the initial BONA FIDE offering
          thereof.

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

          (b)  The 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 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.

          (c)  Insofar as indemnification for liabilities arising
     under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication
     of such issue.












                                      6
<PAGE>
                                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 Township of Caledonia and the State of
Michigan, on this 23rd day of February, 1998.


                                  FOREMOST CORPORATION OF AMERICA


                                  By /S/ R. L. ANTONINI
                                      R. L. Antonini
                                      President and Chief Executive
                                      Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

    SIGNATURE                      TITLE                    DATE


/S/ JOHN C. CANEPA                Director            February 23, 1998
John C. Canepa

/S/ MICHAEL DE HAVENON            Director            February 23, 1998
Michael de Havenon

/S/ ARTHUR E. HALL                Director            February 23, 1998
Arthur E. Hall

/S/ RICHARD A. KAYNE              Director            February 23, 1998
Richard A. Kayne

/S/ LARRY J. ORANGE               Director            February 23, 1998
Larry J. Orange

/S/ JOSEPH A. PARINI              Director            February 23, 1998
Joseph A. Parini

/S/ ROBERT M. RAIVES              Director            February 23, 1998
Robert M. Raives



                                      7
<PAGE>
 SIGNATURE                         TITLE                    DATE


/S/ MICHAEL B. TARGOFF            Director            February 23, 1998
Michael B. Targoff


/S/ F. ROBERT WOUDSTRA    Director, Executive Vice
F. Robert Woudstra        President and Treasurer     February 23, 1998
                          (Principal Accounting
                          and Financial Officer)

/S/ R. L. ANTONINI        Director, President and     February 23, 1998
R. L. Antonini            Chief Executive Officer
                          (Principal Executive
                          Officer)


































                                      8
<PAGE>
                             INDEX TO EXHIBITS


EXHIBIT
NUMBER     DOCUMENT

 3.1       Restated Certificate of Incorporation as amended.  Previously
           filed as an exhibit to the Registrant's Annual Report on Form
           10-K for the year ended December 31, 1985, and incorporated
           herein by reference.

 3.2       Certificate of Amendment of Restated Certificate of
           Incorporation dated May 6, 1987.  Previously filed as an
           exhibit to the Registrant's Annual Report on Form 10-K for the
           year ended December 31, 1987, and incorporated herein by
           reference.

 3.3       Certificate of Amendment of Restated Certificate of
           Incorporation dated May 6, 1988.  Previously filed as an
           exhibit to the Registrant's Annual Report on Form 10-K for the
           year ended December 31, 1988, and incorporated herein by
           reference.

 3.4       Bylaws.  Previously filed as Exhibit 3(d) to the Registrant's
           Annual Report on Form 10-K for the year ended December 31,
           1988, and incorporated herein by reference.

 4.1       Restated Certificate of Incorporation.  See Exhibits 3.1, 3.2
           and 3.3 above.

 4.2       Bylaws.  See Exhibit 3.4 above.

 4.3       Specimen Certificate of Common Stock of Registrant.

 4.4       Rights Agreement.  Previously filed as Exhibit 2.1 of the
           Company's Registration Statement on Form 8-A, effective January
           8, 1990, and incorporated herein by reference.

 5         Opinion of Legal Counsel.

 23.1      Consent of BDO Seidman, LLP.

 23.2      Consent of Legal Counsel. Included in Exhibit 5 above.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18507}]
{"company-data": {"conformed-name": "FOREMOST CORP OF AMERICA", "cik": "0000018508", "assigned-sic": "6331", "irs-number": "381863522", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46963", "film-number": "98551012"}, "business-address": {"street1": "5600 BEECH TREE LN", "city": "GRAND RAPIDS", "state": "MI", "zip": "49501", "phone": "6169423000"}, "mail-address": {"street1": "P O BOX 2450", "city": "GRAND RAPIDS", "state": "MI", "zip": "49501"}, "former-company": {"former-conformed-name": "CENTENNIAL CORP", "date-changed": "19790320"}}
Registration No. 333-____________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549
                            ------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                      FOREMOST CORPORATION OF AMERICA
          (Exact Name of Registrant as Specified in its Charter)
                            ------------------
                    DELAWARE                            38-1863522
         (State or Other Jurisdiction of             (I.R.S. Employer
         Incorporation or Organization)            Identification Number)

    5600 BEACH TREE LANE, CALEDONIA, MICHIGAN             49316
    (Address of Principal Executive Offices)            (Zip Code)

Mailing Address:  P.O. BOX 2450, GRAND RAPIDS, MICHIGAN, 49501

                      FOREMOST CORPORATION OF AMERICA
                           RESTRICTED STOCK PLAN
                         (Full Title of the Plan)

           PAUL D. YARED            Copies to:    STEPHEN C. WATERBURY
SENIOR VICE PRESIDENT AND SECRETARY            WARNER NORCROSS & JUDD LLP
  FOREMOST CORPORATION OF AMERICA                900 OLD KENT BUILDING
           P.O. BOX 2450                         111 LYON STREET, N.W.
   GRAND RAPIDS, MICHIGAN 49501             GRAND RAPIDS, MICHIGAN 49503-2487

                   (Name and Address of Agent for Service)

                              (616) 942-3000
       (Telephone Number, Including Area Code, of Agent for Service)

                      CALCULATION OF REGISTRATION FEE
TITLE OF                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM
SECURITIES TO BE         AMOUNT TO BE         OFFERING PRICE          AGGREGATE             AMOUNT OF
   REGISTERED             REGISTERED         PER SHARE
OFFERING PRICE
REGISTRATION FEE
Common Stock,        90,957 shares
$22.90625            $2,083,484             $614.63
$1.00 par value
Estimated solely for the purpose of calculating the registration fee.
On February 23, 1998, the average of the high and low prices of the
     Common Stock of Foremost Corporation of America was $22.90625 per
     share.  The registration fee is computed in accordance with Rule
     457(h) and (c).
Plus an indeterminate number of additional shares as may be required
     to be issued in the event of an adjustment as a result of an increase
     in the number of issued shares of Common Stock resulting from a
     subdivision of such shares, the payment of stock dividends or certain
     other capital adjustments.
This number is the result of a three-for-one stock split of Foremost
     Corporation of America's Common Stock distributed on January 20,
     1998.
===========================================================================
PART II.

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Foremost Corporation of America
("Foremost" or the "Registrant") with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the
     year ended December 31, 1996.

          (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act") since the end of the Registrant's latest fiscal
     year covered by the financial statements included in the Annual
     Report referred to in (a) above.

          (c)  The registration statement on Form 8-A for the
     Registrant's Common Stock, containing a description of such
     stock, filed with the Commission on April 3, 1996.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

          The class of securities to be offered is registered under Section
12 of the Exchange Act.  A description of such securities has been
incorporated by reference in Item 3(c) above.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                      2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company's Restated Certificate of Incorporation generally
require the Company to indemnify its directors and officers to the fullest
extent permissible under Delaware law against all expenses (including
amounts paid in settlement) incurred in any proceeding (whether or not such
proceeding was by or in the right of the Company) in which they were a
party because of their position as a director or officer of the Company or
because they served at the request of the Company as a director, officer,
employee or agent of another corporation or entity.  The provision also
provides for the advancement of litigation expenses at the request of a
director or officer under certain circumstances.  The Company is not
required to indemnify a director or officer for expenses in any proceeding
in which a court determines that the director or officer received unlawful
remuneration or personal profit or committed intentional acts of dishonesty
or in any proceeding for an accounting of profits made from short swing
trading of the Company's securities.  However, directors and officers are
entitled to bring suit against the Company for failure to make a requested
indemnification and the Company has the burden of proof to show such
indemnification to be improper.

          Delaware law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a majority vote of
disinterested directors (even though less than a quorum) or, if there are
no such directors, or if such directors so direct, by independent legal
counsel in a written opinion or by the stockholders, that the person
seeking indemnification acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal proceeding, which the person
had no reasonable cause to believe the person's conduct was unlawful.
Without court approval, however, no indemnification may be made in respect
of any derivative action in which the person is adjudged liable to the
corporation.  Delaware law requires indemnification of expenses when the
individual being indemnified has successfully defended the action on the
merits or otherwise.

          All of the above provisions could affect the liability of
Foremost's directors and officers in their capacities as such.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                      3
ITEM 8.   EXHIBITS.

          The following exhibits have been filed or incorporated by
reference as part of this registration statement:

EXHIBIT
NUMBER     DOCUMENT

 3.1       Restated Certificate of Incorporation as amended.  Previously
           filed as an exhibit to the Registrant's Annual Report on Form
           10-K for the year ended December 31, 1985, and incorporated
           herein by reference.

 3.2       Certificate of Amendment of Restated Certificate of Incorpora-
           tion dated May 6,  1987.  Previously filed as an exhibit to
           the Registrant's Annual Report on Form 10-K for the year ended
           December 31, 1987, and incorporated herein by reference.

 3.3       Certificate of Amendment of Restated Certificate of
           Incorporation dated May 6, 1988.  Previously filed as an
           exhibit to the Registrant's Annual Report on Form 10-K for the
           year ended December 31, 1988, and incorporated herein by
           reference.

 3.4       Bylaws.  Previously filed as Exhibit 3(d) to the Registrant's
           Annual Report on Form 10-K for the year ended December 31,
           1988, and incorporated herein by reference.

 4.1       Restated Certificate of Incorporation.  See Exhibits 3.1, 3.2
           and 3.3 above.

 4.2       Bylaws.  See Exhibit 3.4 above.

 4.3       Specimen Certificate of Common Stock of Registrant.

 4.4       Rights Agreement.  Previously filed as Exhibit 2.1 of the
           Company's Registration Statement on Form 8-A, effective January
           8, 1990, and incorporated herein by reference.

 5         Opinion of Legal Counsel.

 23.1      Consent of BDO Seidman, LLP.

 23.2      Consent of Legal Counsel. Included in Exhibit 5 above.

                                      4
ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned Registrant hereby undertakes:

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

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

                    (ii) 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 20% change in the maximum aggregate offering
               price set forth in the "Calculation of Registration
               Fee" table in the effective registration statement;

                    (iii) include any material information on 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)
          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 determining any liability under the
          Securities Act, 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

                                      5
securities at that time to be the initial BONA FIDE offering
          thereof.

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

          (b)  The 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 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.

          (c)  Insofar as indemnification for liabilities arising
     under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication
     of such issue.

                                      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 Township of Caledonia and the State of
Michigan, on this 23rd day of February, 1998.

                                  FOREMOST CORPORATION OF AMERICA

                                  By /S/ R. L. ANTONINI
                                      R. L. Antonini
                                      President and Chief Executive
                                      Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

    SIGNATURE                      TITLE                    DATE

/S/ JOHN C. CANEPA                Director            February 23, 1998
John C. Canepa

/S/ MICHAEL DE HAVENON            Director            February 23, 1998
Michael de Havenon

/S/ ARTHUR E. HALL                Director            February 23, 1998
Arthur E. Hall

/S/ RICHARD A. KAYNE              Director            February 23, 1998
Richard A. Kayne

/S/ LARRY J. ORANGE               Director            February 23, 1998
Larry J. Orange

/S/ JOSEPH A. PARINI              Director            February 23, 1998
Joseph A. Parini

/S/ ROBERT M. RAIVES              Director            February 23, 1998
Robert M. Raives

                                      7
SIGNATURE                         TITLE                    DATE

/S/ MICHAEL B. TARGOFF            Director            February 23, 1998
Michael B. Targoff

/S/ F. ROBERT WOUDSTRA    Director, Executive Vice
F. Robert Woudstra        President and Treasurer     February 23, 1998
                          (Principal Accounting
                          and Financial Officer)

/S/ R. L. ANTONINI        Director, President and     February 23, 1998
R. L. Antonini            Chief Executive Officer
                          (Principal Executive
                          Officer)

                                      8
INDEX TO EXHIBITS

EXHIBIT
NUMBER     DOCUMENT

 3.1       Restated Certificate of Incorporation as amended.  Previously
           filed as an exhibit to the Registrant's Annual Report on Form
           10-K for the year ended December 31, 1985, and incorporated
           herein by reference.

 3.2       Certificate of Amendment of Restated Certificate of
           Incorporation dated May 6, 1987.  Previously filed as an
           exhibit to the Registrant's Annual Report on Form 10-K for the
           year ended December 31, 1987, and incorporated herein by
           reference.

 3.3       Certificate of Amendment of Restated Certificate of
           Incorporation dated May 6, 1988.  Previously filed as an
           exhibit to the Registrant's Annual Report on Form 10-K for the
           year ended December 31, 1988, and incorporated herein by
           reference.

 3.4       Bylaws.  Previously filed as Exhibit 3(d) to the Registrant's
           Annual Report on Form 10-K for the year ended December 31,
           1988, and incorporated herein by reference.

 4.1       Restated Certificate of Incorporation.  See Exhibits 3.1, 3.2
           and 3.3 above.

 4.2       Bylaws.  See Exhibit 3.4 above.

 4.3       Specimen Certificate of Common Stock of Registrant.

 4.4       Rights Agreement.  Previously filed as Exhibit 2.1 of the
           Company's Registration Statement on Form 8-A, effective January
           8, 1990, and incorporated herein by reference.

 5         Opinion of Legal Counsel.

 23.1      Consent of BDO Seidman, LLP.

 23.2      Consent of Legal Counsel. Included in Exhibit 5 above.