8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

Date of Report(Date of earliest event reported): January 31, 1996

                         FOREMOST CORPORATION OF AMERICA


(State or other jurisdiction of     (Commission              (I.R.S. Employer
 incorporation or organization)     File Number)            Identification No.)

 Delaware                             0-6478                     38-1863522


                   (Address of principal executive offices)
                5600 Beech Tree Lane, Caledonia, Michigan 49316
          Mailing Address: P.O. Box 2450, Grand Rapids, Michigan 49501

               (Registrant's telephone number, including area code)
                                  (616) 942-3000




 



Item 5. Other Events.


         On January  31,  1996,  Foremost  Corporation  of America  ("Foremost")
announced that it had signed a letter of intent to sell its subsidiary  Foremost
Life Insurance Company ("Foremost Life") to Woodmen Accident and Life Company of
Lincoln,  Nebraska  ("Woodmen").  Under the terms of the  proposed  transaction,
Woodmen  would  acquire all of the  outstanding  common stock of Foremost  Life.
Foremost anticipates that the sale price, which is subject to adjustment,  would
yield  approximately  $17 million in cash  available to Foremost after taxes and
that Foremost  would incur an after tax loss on the sale of  approximately  $1.3
million. Foremost and Woodmen will participate in a joint election under Section
338(h)(10) of the Internal  Revenue Code to treat the proposed  transaction as a
purchase of assets for tax purposes.

         The  amount  of the  anticipated  sale  price  was  determined  through
arms-length  negotiation between the parties.  There is no relationship  between
Woodmen and  Foremost  or any of its  subsidiaries,  any  director or officer of
Foremost, or any associate of any such director or officer.




Item 7. Financial Statements and Exhibits.

Exhibit No.                                          Document
    99                         Press Release of Foremost dated January 31, 1996



                                  SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

FOREMOST CORPORATION OF AMERICA

By:____________F. Robert Woudstra________________
               F. Robert Woudstra
      Executive Vice President and Treasurer


Date: February 1, 1996

EX-99

                                 EXHIBIT INDEX



Exhibit                                              Document
  99                          Press Release of Foremost Corporation of America
                              dated January 31, 1996




                               Exhibit 99
                       
FOR: IMMEDIATE RELEASE                         CONTACT:  F. Robert Woudstra
     January 31, 1996                                    (616) 956-8218

                     FOREMOST CORPORATION OF AMERICA ANNOUNCES
                        LETTER  OF INTENT REGARDING SALE OF
                          FOREMOST LIFE INSURANCE COMPANY

GRAND  RAPIDS,   MICHIGAN  -  Foremost  Corporation  of  America   (NASDAQ-FCOA)
("Foremost") today announced that it has signed a letter of intent providing for
the sale of its subsidiary  Foremost Life Insurance Company ("Foremost Life") to
Woodmen Accident and Life Company, based in Lincoln, Nebraska ("Woodmen").

The sale is  subject  to  certain  conditions,  including  the  negotiation  and
execution of a  definitive  purchase  agreement,  completion  of  Woodmen's  due
diligence review,  and the receipt of regulatory  approvals and  authorizations.
The parties  stated that  although  they are hopeful  that a  definitive  formal
agreement  setting forth their  understanding can be reached next month and that
the sale would be  consummated  at the end of March,  it is not possible at this
stage to determine when the closing of the sale would occur.

Foremost  Chief  Financial   Officer  F.  Robert  Woudstra  stated  that  it  is
anticipated  that the sale price,  which is subject to  adjustment,  would yield
approximately  $17 million in cash  available  to Foremost  after taxes and that
Foremost  would  incur an  after  tax  loss on the  sale of  approximately  $1.3
million.

Mr. Woudstra indicated that Foremost expects to use a significant portion of the
proceeds  from the sale to further  implement  Foremost's  previously  announced
stock  repurchase  program.  In February  1994,  the Foremost Board of Directors
approved  a stock buy  program  of up to one  million  shares  of the  Company's
outstanding  Common Stock, of which 699,607 shares were purchased as of December
31, 1995 at an average price of $36.72 a share.  Later this quarter,  Foremost's
Board is  expected  to  consider  extending  the share  repurchase  program  and
authorizing  additional shares for repurchase.  Mr. Woudstra stated that he does
not expect the divestiture to dilute earnings per share.

Foremost is the parent corporation for a group of companies  principally engaged
in  providing  property  and  casualty  insurance  for  manufactured  homes  and
recreational vehicles. The Foremost Life business represents approximately 5% of
the parent  company's  annual  premiums.  The sale of Foremost Life would enable
Foremost to concentrate on its core business.

A Woodmen  representative  said the Foremost  Life  business was a good fit with
their core operations and strategic plan. While the name of the acquired company
would be changed,  Woodmen  plans to expand the  Foremost  Life  business and to
maintain Foremost Life's current customer and service relationships.

Now in its 106th year,  Woodmen  describes itself as a financially  conservative
company with  distribution  primarily  throughout the midwest and west.  Woodmen
offers a variety of products and services,  including  individual and group life
and health insurance, annuities, and qualified plan services for the individual,
family  and  business  markets.  Woodmen  holds an A rating  from A.M.  Best,  a
national insurance rating organization.