<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)
                            __________________
                MICHIGAN                                  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
                       EXECUTIVE STOCK PURCHASE PLAN
                         (Full Title of the Plan)

              PAUL D. YARED          Copies to:      TASHIA L. RIVARD
   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,    99,000 shares<F3>     $19.47                  $1,927,530            $568.62
     $1.00 par value



<PAGE>
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee.

<F2> On September 21, 1998, the average of the high and low prices of
     the Common Stock of Foremost Corporation of America was $19.47
     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.
</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, 1997.

               (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 July 1, 1998.

          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 Articles of Incorporation and Bylaws generally
require the Company to indemnify its directors and officers to the fullest
extent permissible under Michigan 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.  Pursuant to Indemnity
Agreements entered into between the Company and its directors and officers,
the Company is not required to indemnify a director or officer (i) with
respect to remuneration paid in violation of law; (ii) on account of
conduct that is knowingly fraudulent, deliberately dishonest or willful
misconduct; (iii) on account of conduct that is in bad faith, that the
director or officer did not reasonably believe to be in or not opposed to
the best interests of the Company and its shareholders, or that produced an
unlawful benefit; (iv) with respect to a criminal proceeding if the
director or officer had no reasonable cause to believe the conduct was
unlawful; (v) if a final decision by a court determines that
indemnification is not lawful; (vi) in connection with any proceeding
initiated by the director or officer of the Company or any director,
officer, employee, agent or fiduciary of the Company (in such capacity)
unless the Company consents to the initiation of the proceeding or the
proceeding relates to enforcement of rights under the Indemnity Agreement.

          Michigan 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), by a majority
vote of members of a committee of two or more disinterested directors, by a
majority vote of independent, disinterested directors (even though less
than a quorum), if there are no independent directors and less than two
disinterested directors, by a majority vote of all directors, or by the
shareholders, except that shares held by directors, officers, employees or
agents who are parties to the proceeding may not vote on the determination,
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.  Michigan law requires indemnification of
expenses when the individual being indemnified has successfully defended
the action on the merits or otherwise.


                                      3
<PAGE>
          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.


ITEM 8.     EXHIBITS.

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

EXHIBIT
NUMBER     DOCUMENT

 4.1       Articles of Incorporation as amended.  Previously filed as an
           exhibit to the Company's Definitive Proxy Statement filed on
           March 25, 1998, and incorporated herein by reference.

 4.2       Bylaws.  Previously filed as an exhibit to the Company's
           Definitive Proxy Statement filed on March 25, 1998, and
           incorporated herein by reference.

 4.3       Form of Specimen Certificate.  Previously filed as an exhibit
           to the Company's Form 8-A Registration Statement filed on July
           1, 1998, and here incorporated by reference.

 4.4       Rights Agreement, as amended.  Previously filed as an exhibit
           to 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.

 24        Power of Attorney.









                                      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:

                    (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 20 percent 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)
          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
          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 of 1933, each such post-effective amendment
          shall be deemed to be a new registration statement relating

                                      5
<PAGE>
          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.

               (3)  To remove from registration by means of a post-
          effective amendment any of the securities being registered
          that 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 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 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 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 Act and will be governed by the final adjudication of such
     issue.










                                      6
<PAGE>
                                SIGNATURES


     THE REGISTRANT.  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 16th day of September, 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
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            September 16, 1998
John C. Canepa

/S/ MICHAEL DE HAVENON            Director            September 16, 1998
Michael de Havenon

/S/ ARTHUR E. HALL                Director            September 16, 1998
Arthur E. Hall

/S/ RICHARD A. KAYNE              Director            September 16, 1998
Richard A. Kayne

/S/ LARRY J. ORANGE               Director            September 16, 1998
Larry J. Orange

/S/ JOSEPH A. PARINI              Director            September 16, 1998
Joseph A. Parini

/S/ ROBERT M. RAIVES              Director            September 16, 1998
Robert M. Raives



                                      7
<PAGE>
 SIGNATURE                        TITLE                      DATE


/S/ MICHAEL B. TARGOFF       Director                 September 16, 1998
Michael B. Targoff


/S/ ROBERT WOUDSTRA     Director, Executive Vice      September 16, 1998
Robert Woudstra         President and Treasurer
                        (Principal Accounting
                        Financial Officer)

/S/ R. L. ANTONINI      Director, President and       September 16, 1998
R. L. Antonini          Chief Executive Officer
                        (Principal Executive
                        Officer)

































                                      8
<PAGE>
                             INDEX TO EXHIBITS


EXHIBIT
NUMBER    DOCUMENT

 4.1          Articles of Incorporation as amended.  Previously filed as an
              exhibit to the Company's Definitive Proxy Statement filed on
              March 25, 1998, and incorporated herein by reference.

 4.2          Bylaws.  Previously filed as an exhibit to the Company's
              Definitive Proxy Statement filed on March 25, 1998, and
              incorporated herein by reference.

 4.3          Form of Specimen Certificate.  Previously filed as an exhibit
              to the Company's Form 8-A Registration Statement filed on July
              1, 1998, and here incorporated by reference.

 4.4          Rights Agreement, as amended.  Previously filed as an exhibit
              to 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.

 24           Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18062}]
{"company-data": {"conformed-name": "FOREMOST CORP OF AMERICA", "cik": "0000018508", "assigned-sic": "6331", "irs-number": "381863522", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63981", "film-number": "98712861"}, "business-address": {"street1": "5600 BEECH TREE LN", "city": "CALEDONIA", "state": "MI", "zip": "49316", "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)
                            __________________
                MICHIGAN                                  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
                       EXECUTIVE STOCK PURCHASE PLAN
                         (Full Title of the Plan)

              PAUL D. YARED          Copies to:      TASHIA L. RIVARD
   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,    99,000 shares
$19.47                  $1,927,530            $568.62
     $1.00 par value
Estimated solely for the purpose of calculating the registration fee.
On September 21, 1998, the average of the high and low prices of
     the Common Stock of Foremost Corporation of America was $19.47
     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.
---------------------------------------------------------------------------
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, 1997.

               (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 July 1, 1998.

          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 Articles of Incorporation and Bylaws generally
require the Company to indemnify its directors and officers to the fullest
extent permissible under Michigan 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.  Pursuant to Indemnity
Agreements entered into between the Company and its directors and officers,
the Company is not required to indemnify a director or officer (i) with
respect to remuneration paid in violation of law; (ii) on account of
conduct that is knowingly fraudulent, deliberately dishonest or willful
misconduct; (iii) on account of conduct that is in bad faith, that the
director or officer did not reasonably believe to be in or not opposed to
the best interests of the Company and its shareholders, or that produced an
unlawful benefit; (iv) with respect to a criminal proceeding if the
director or officer had no reasonable cause to believe the conduct was
unlawful; (v) if a final decision by a court determines that
indemnification is not lawful; (vi) in connection with any proceeding
initiated by the director or officer of the Company or any director,
officer, employee, agent or fiduciary of the Company (in such capacity)
unless the Company consents to the initiation of the proceeding or the
proceeding relates to enforcement of rights under the Indemnity Agreement.

          Michigan 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), by a majority
vote of members of a committee of two or more disinterested directors, by a
majority vote of independent, disinterested directors (even though less
than a quorum), if there are no independent directors and less than two
disinterested directors, by a majority vote of all directors, or by the
shareholders, except that shares held by directors, officers, employees or
agents who are parties to the proceeding may not vote on the determination,
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.  Michigan law requires indemnification of
expenses when the individual being indemnified has successfully defended
the action on the merits or otherwise.

                                      3
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.

ITEM 8.     EXHIBITS.

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

EXHIBIT
NUMBER     DOCUMENT

 4.1       Articles of Incorporation as amended.  Previously filed as an
           exhibit to the Company's Definitive Proxy Statement filed on
           March 25, 1998, and incorporated herein by reference.

 4.2       Bylaws.  Previously filed as an exhibit to the Company's
           Definitive Proxy Statement filed on March 25, 1998, and
           incorporated herein by reference.

 4.3       Form of Specimen Certificate.  Previously filed as an exhibit
           to the Company's Form 8-A Registration Statement filed on July
           1, 1998, and here incorporated by reference.

 4.4       Rights Agreement, as amended.  Previously filed as an exhibit
           to 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.

 24        Power of Attorney.

                                      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:

                    (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 20 percent 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)
          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
          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 of 1933, each such post-effective amendment
          shall be deemed to be a new registration statement relating

                                      5
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.

               (3)  To remove from registration by means of a post-
          effective amendment any of the securities being registered
          that 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 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 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 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 Act and will be governed by the final adjudication of such
     issue.

                                      6
SIGNATURES

     THE REGISTRANT.  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 16th day of September, 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
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            September 16, 1998
John C. Canepa

/S/ MICHAEL DE HAVENON            Director            September 16, 1998
Michael de Havenon

/S/ ARTHUR E. HALL                Director            September 16, 1998
Arthur E. Hall

/S/ RICHARD A. KAYNE              Director            September 16, 1998
Richard A. Kayne

/S/ LARRY J. ORANGE               Director            September 16, 1998
Larry J. Orange

/S/ JOSEPH A. PARINI              Director            September 16, 1998
Joseph A. Parini

/S/ ROBERT M. RAIVES              Director            September 16, 1998
Robert M. Raives

                                      7
SIGNATURE                        TITLE                      DATE

/S/ MICHAEL B. TARGOFF       Director                 September 16, 1998
Michael B. Targoff

/S/ ROBERT WOUDSTRA     Director, Executive Vice      September 16, 1998
Robert Woudstra         President and Treasurer
                        (Principal Accounting
                        Financial Officer)

/S/ R. L. ANTONINI      Director, President and       September 16, 1998
R. L. Antonini          Chief Executive Officer
                        (Principal Executive
                        Officer)

                                      8
INDEX TO EXHIBITS

EXHIBIT
NUMBER    DOCUMENT

 4.1          Articles of Incorporation as amended.  Previously filed as an
              exhibit to the Company's Definitive Proxy Statement filed on
              March 25, 1998, and incorporated herein by reference.

 4.2          Bylaws.  Previously filed as an exhibit to the Company's
              Definitive Proxy Statement filed on March 25, 1998, and
              incorporated herein by reference.

 4.3          Form of Specimen Certificate.  Previously filed as an exhibit
              to the Company's Form 8-A Registration Statement filed on July
              1, 1998, and here incorporated by reference.

 4.4          Rights Agreement, as amended.  Previously filed as an exhibit
              to 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.

 24           Power of Attorney.