10-Q/A

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-Q/A
                                AMENDMENT NO. 1
(MARK ONE)
  / X /        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998

                                      OR

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

                             --------------------

                        COMMISSION FILE NUMBER 1-11848

                  REINSURANCE GROUP OF AMERICA, INCORPORATED
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               MISSOURI                               43-1627032
     (STATE OR OTHER JURISDICTION                   (IRS EMPLOYER
   OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)
                         660 MASON RIDGE CENTER DRIVE
                          ST. LOUIS, MISSOURI  63141
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                (314) 453-7439
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                             --------------------

      INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
                                    YES   X         NO
                                        -----          -----

VOTING COMMON STOCK OUTSTANDING ($.01 PAR VALUE) AS OF OCTOBER 31, 1998:
25,243,612 SHARES NON-VOTING COMMON STOCK OUTSTANDING ($.01 PAR VALUE) AS OF
OCTOBER 31, 1998: 4,945,000 SHARES

THE REGISTRANT HEREBY AMENDS ITS FORM 10-Q FOR THE QUARTER ENDING SEPTEMBER
30, 1998, FILED NOVEMBER 13, 1998, BY CHANGING THE REFERENCE IN EXHIBIT 27.1
(FINANCIAL DATA SCHEDULE) FROM "ARTICLE 5" TO "ARTICLE 7."






                                  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.



                              Reinsurance Group of America, Incorporated



                              By: /s/ Jack B. Lay           1/14/99
                                  ------------------------------------
                                                Jack B. Lay
                         Executive Vice President & Chief Financial Officer
                           (Principal Financial and Accounting Officer)


                                    2




                            INDEX TO EXHIBITS




Exhibit
Number                        Description
- -------                       -----------

               
  3.1             Restated Articles of Incorporation of RGA incorporated by
                  reference to Exhibit 3.1 to Registration Statement on
                  Form S-1 (No. 33-58960) filed on 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 on
                  March 2, 1993

  3.3             Form of Certificate of Designations for Series A Junior
                  Participating Preferred Stock incorporated by reference to
                  Exhibit 3.3 to Amendment No. 1 to Registration Statement on
                  Form S-1 (No. 33-58960) filed on April 14, 1993

 27.1             Financial Data Schedule



                                    3

EX-27.1

 

<ARTICLE>           7
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated financial statements of the registrant and is
qualified in its entirety by reference to such financial statements

<MULTIPLIER>        1,000
<CURRENCY>          U.S. DOLLAR
       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<EXCHANGE-RATE>                                      1
<DEBT-HELD-FOR-SALE>                         3,546,144
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                       9,187
<MORTGAGE>                                     213,717
<REAL-ESTATE>                                    1,573
<TOTAL-INVEST>                               4,592,472
<CASH>                                          24,485
<RECOVER-REINSURE>                             279,425
<DEFERRED-ACQUISITION>                         337,351
<TOTAL-ASSETS>                               5,846,456
<POLICY-LOSSES>                              4,040,120
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                 404,899
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                107,695
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           310
<OTHER-SE>                                     784,387
<TOTAL-LIABILITY-AND-EQUITY>                 5,846,456
<PREMIUMS>                                     822,884
<INVESTMENT-INCOME>                            207,606
<INVESTMENT-GAINS>                               3,358
<OTHER-INCOME>                                  17,593
<BENEFITS>                                     741,753
<UNDERWRITING-AMORTIZATION>                     54,098
<UNDERWRITING-OTHER>                           116,772
<INCOME-PRETAX>                                 87,810
<INCOME-TAX>                                    31,563
<INCOME-CONTINUING>                             56,247
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    55,783
<EPS-PRIMARY>                                     2.04
<EPS-DILUTED>                                     2.01
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0