SC 13E4/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                SCHEDULE 13E-4/A

                          ISSUER TENDER OFFER STATEMENT
      (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
                                (Amendment No. 1)

                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                (Name of Issuer)

                       FRONTIER ADJUSTERS OF AMERICA, INC.
                      (Name of Person(s) Filing Statement)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                         (Title of Class of Securities)

                                   359050-10-1
                      (CUSIP Number of Class of Securities)

                                WILLIAM J. ROCKE
                            CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                  45 EAST MONTEREY WAY, PHOENIX, ARIZONA 85011
                                 (602) 264-1061
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
           Communications on Behalf of the Person(s) Filing Statement)

                                   COPIES TO:
                             KAREN L. LIEPMANN, ESQ.
                              SARA R. ZISKIN, ESQ.
             O'CONNOR, CAVANAGH, ANDERSON, KILLINGSWORTH & BESHEARS,
                           A PROFESSIONAL ASSOCIATION
                       ONE EAST CAMELBACK ROAD, SUITE 1100
                             PHOENIX, ARIZONA 85012
                                 (602) 263-2400

                                  May 12, 1999
     (Date Tender Offer First Published, Sent, or Given to Security Holders)

                            CALCULATION OF FILING FEE
================================================================================
      TRANSACTION VALUATION(1)                              AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
            $2,900,000                                            $580.00
- --------------------------------------------------------------------------------
(1) Calculated as the aggregate  estimated maximum purchase price to be paid for
    up to 1,000,000 shares to be purchased in the Tender Offer.

[X] Check box if any part of the fee is offset as  provided  by Rule  0-11(a)(2)
and  identify  the filing with which the  offsetting  fee was  previously  paid.
Identify the previous filing by registration  statement  number,  or the form or
schedule and the date of its filing.

Amount previously paid: $580.00                 Filing party: Frontier Adjusters
                                                              of America, Inc.

Form or registration no.: Schedule 13E-4        Date filed: May 17, 1999


                                  INTRODUCTION

         This  Amendment  No. 1 amends and  supplements  the Issuer Tender Offer
Statement on Schedule 13E-4 filed with the Securities and Exchange Commission by
Frontier Adjusters of America, Inc., an Arizona corporation (the "Company"),  on
May 17, 1999  relating  to the offer by the Company to purchase up to  1,000,000
shares  (or such  lesser  number  of  shares  as are  validly  tendered  and not
withdrawn) of its common stock,  par value $.01 per share (the "Common  Stock"),
upon the terms and subject to the  conditions set forth in the Offer to Purchase
dated  May 12,  1999 (the  "Offer to  Purchase")  and in the  related  Letter of
Transmittal (which together constitute the "Offer").

         This  Amendment No. 1 reflects the results of the Offer,  which expired
at 9:00 p.m., Pacific time, on June 10, 1999.

         Capitalized  terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13E-4 and the Offer to Purchase.

ITEM 8. ADDITIONAL INFORMATION

         Item 8(e) is hereby amended and supplemented to add the following:

         The Offer  expired at 9:00 p.m.,  Pacific  time,  on June 10, 1999 (the
"Expiration  Time"),  and  will  not be  extended.  As of the  Expiration  Time,
971,464(1)  shares  of Common  Stock  were  validly  tendered  and not  properly
withdrawn.  Pursuant to the Offer,  the Company accepted for payment all 971,464
shares of Common Stock at a price of $2.90 per share.

         This  Amendment  No. 1 to the  Schedule  13E-4  constitutes  the  final
amendment  to  the  Schedule  13E-4  pursuant  to  Rule  13e-4(c)(3)  under  the
Securities  Exchange Act of 1934,  as amended,  and General  Instruction  (D) to
Schedule 13E-4.

(1)  Includes 30,000 shares for which the Company has not received certificates
     and which the Company will accept for tender upon receipt of certificates.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS

         The following  material is hereby filed as an additional exhibit to the
Company's Issuer Tender Offer Statement on Schedule 13E-4:

9(a)(11) Form of Press Release issued by the Company, dated June 15, 1999.

                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.

                                        FRONTIER ADJUSTERS OF AMERICA, INC.


                                        By: /s/ William J. Rocke
                                            ------------------------------------
                                            William J. Rocke,
                                            Chairman of the Board and Chief
                                            Executive Officer

Dated: June 18, 1999

EX-9.A.11

                                EXHIBIT 9(a)(11)

            FRONTIER ADJUSTERS OF AMERICA DECLARES $1.60 DISTRIBUTION


PHOENIX,  Arizona,  June 15, 1999 - The Board of Directors of Frontier Adjusters
of America,  Inc. (ASE-FAJ),  declared a special distribution of $1.60 per share
on the Company's  common stock,  William J. Rocke,  chairman and chief executive
officer,  announced  today.  The  distribution  is payable  on July 12,  1999 to
shareholders  of  record  on  June  25,  1999.  This  distribution  follows  the
expiration  of a tender  offer by the Company to buy up to  1,000,000  shares of
common stock from  existing  shareholders  at $2.90 per share.  The tender offer
expired  at 9:00  p.m.  Pacific  Time on  June  10,  1999  and  resulted  in the
acceptance for purchase of 971,464 shares of Frontier stock by the Company.

Frontier Adjusters of America,  Inc. licenses and franchises  independent claims
adjusters  throughout North America,  with more than 670 advertised locations in
50 states,  the  District of  Columbia  and  Canada.  The Company  also owns and
operates independent insurance adjusting businesses in Arizona and Nevada.

For more information at Frontier, contact:
Laurel Park, Assistant Controller
Phone: (602) 264-1061