1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1

  X     Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
- -----   Act of 1934 for the fiscal year ended December 31, 1997

        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                           (I.R.S. Employer
of incorporation or organization)                       Identification No.)

660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI              63141
(Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (314) 453-7300

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:



                                                     Name of each exchange
      Title of each class                            on which registered
      -------------------                            -------------------
                                                  
Common Stock, par value $0.01                        New York Stock Exchange
Preferred Stock Purchase Rights                      New York Stock Exchange


          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                     None

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
                                       ---      ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on March 1,
1998, as reported on the New York Stock Exchange  was approximately
$460,325,743.

As of March 1, 1998, Registrant had outstanding 25,225,480 shares of Common
Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Annual Report to Shareholders for the year ended
December 31,1997 ("the Annual Report") are incorporated by reference in Part
I of this Form 10-K.  Certain portions of the Definitive Proxy Statement in
connection with the 1998 Annual Meeting of Shareholders ("the Proxy
Statement") which will be filed with the Securities and Exchange Commission
not later than 120 days after the Registrant's fiscal year ended December 31,
1997, are incorporated by reference in Part III of this Form 10-K.



 2
                                 PART IV

Item 14.             EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                     AND REPORTS ON FORM 8-K

    3.        Exhibits


    See the Index to Exhibits on page 3.


                                    2
 3


                                     INDEX TO EXHIBITS

                                                                                    Source
  Exhibit                                                                        (See footnotes
  Number                              Description                                 that follow)
  ------                              -----------                                --------------
                                                                           
   2.1            Reinsurance Agreement dated as of December 31, 1992               
                  between General American Life Insurance Company
                  ("General American") and General American Life
                  Reinsurance Company of Canada ("RGA Canada")

   2.2            Retrocession Agreement dated as of                                
                  July 1, 1990 between General American and
                  The National Reinsurance Company of Canada,
                  as amended between RGA Canada and General American
                  on December 31, 1992

   2.3            Reinsurance Agreement dated as of                                 
                  January 1, 1993 between RGA Reinsurance
                  Company ("RGA Reinsurance", formerly "Saint Louis
                  Reinsurance Company") and General American

   3.1            Restated Articles of Incorporation of Reinsurance                 
                  Group of America, Incorporated ("RGA")

   3.2            Bylaws of RGA                                                     

   3.3            Certificate of Designations for Series A Junior                   
                  Participating Preferred Stock (included as Exhibit A
                  to Exhibit 4.2)

   4.1            Form of Specimen Certificate for Common Stock of RGA              

   4.2            Rights Agreement dated as of May 4, 1993, between RGA             
                  and Chase Mellon Shareholder Services, L.L.C., as Rights
                  Agent

   10.1           Marketing Agreement dated as of January 1, 1993                   
                  between RGA Reinsurance and General American

   10.2           Tax Allocation Agreement dated October 30, 1992                   
                  between RGA Reinsurance and General American

   10.3           Tax Allocation Agreement dated as of January 15, 1993             
                  among RGA, RGA Reinsurance, and General American

   10.4           Tax Sharing Agreement dated as of January 15, 1993                
                  among RGA, RGA Reinsurance, and General American

   10.5           Administrative Services Agreement dated as of                     
                  January 1, 1993 between RGA and General American

   10.6           Administrative Services Agreement dated as of                     
                  January 1, 1993 between RGA Reinsurance
                  and General American


                                    3
 4

                                                                                    Source
  Exhibit                                                                        (See footnotes
  Number                              Description                                 that follow)
  ------                              -----------                                --------------

   10.7           Management Agreement dated as of January 1, 1993                  
                  between RGA Canada and General American

   10.8           Investment Advisory Agreement dated as of                         
                  January 1, 1993 between RGA and Conning Asset
                  Management Company, formerly General American
                  Investment Management Company ("CAM")

   10.9           Investment Advisory Agreement dated as of                         
                  January 1, 1993 between RGA Reinsurance
                  and CAM

   10.10          Lease Agreement dated as of May 17, 1993 between                  
                  RGA and General American and Assignment to RGA
                  Reinsurance

   10.11          Standard Form of General American Automatic                       
                  Agreement

   10.12          Standard Form of General American Facultative Agreement           

   10.13          Standard Form of General American Automatic and                   
                  Facultative YRT Agreement

   10.14          Shareholders' Agreement dated as of November 24, 1992             
                  among General American, Fairfield Holding,
                  Adrian N. Baker II, Richard H. Chomeau, and
                  Anthony J. Sutcliffe, as amended with RGA and
                  RGA Reinsurance

   10.15          Shareholders' Agreement dated as of March 20, 1992                
                  among General American, RGA International, Ltd., formerly
                  G.A. Canadian Holdings, Ltd., Penta-Life Group Inc.,
                  Claude M. Genest, Brendan Galligan, Graham Watson,
                  Societe FSA 50 Inc., Aenigma Holdings Limited, Andre
                  St-Amour, and Andre Primeau, as amended with RGA

   10.16          Registration Rights Agreement dated as of April 15, 1993          
                  between RGA and General American

   10.17          RGA Reinsurance Management Incentive Plan as amended              
                  and restated effective November 1, 1996

   10.18          RGA  Reinsurance Management Deferred                              
                  Compensation Plan (ended January 1, 1995)

   10.19          RGA Reinsurance Executive Deferred                                
                  Compensation Plan (ended January 1, 1995)


                                    4
 5
                                                                                    Source
  Exhibit                                                                        (See footnotes
  Number                              Description                                 that follow)
  ------                              -----------                                --------------

   10.20          RGA Reinsurance Executive Supplemental                            
                  Retirement Plan (ended January 1, 1995)

   10.21          RGA Reinsurance Augmented Benefit Plan                            
                  (ended January 1, 1995)

   10.22          RGA Flexible Stock Plan as amended and restated
                  effective November 1, 1996                                        

   10.23          Form of Directors' Indemnification Agreement                      

   10.24          RGA Executive Performance Share Plan as amended
                  and restated effective November 1, 1996                           

   10.25          RGA Flexible Stock Plan for Directors                             

   10.26          Employment Agreement dated April 6, 1992 between RGA
                  Canada and Andre St-Amour                                         

   13.1           Portions of Annual Report to Shareholders for 1997                
                  Incorporated by Reference in the Form 10-K

   21.1           Subsidiaries of RGA                                               

   23.1           Consent of KPMG Peat Marwick LLP                                  

   24.1           Powers of Attorney for Messrs. Eason, Edison, Peck                
                  Greenbaum, Rubenstein, Stiritz, and Trusheim

   27.1           Restated Financial Data Schedule for the year
                  ending December 31, 1997                                          --

   27.2           Restated Financial Data Schedule for the year
                  ending December 31, 1996                                          --

   27.3           Restated Financial Data Schedule for the year
                  ending December 31, 1995                                          --

   27.4           Restated Financial Data Schedule for the nine months ending
                  September 30, 1997                                                --

   27.5           Restated Financial Data Schedule for the six months ending
                  June 30, 1997                                                     --

   27.6           Restated Financial Data Schedule for the three months ending
                  March 31, 1997                                                    --

   27.7           Restated Financial Data Schedule for the nine months ending
                  September 30, 1996                                                --

   27.8           Restated Financial Data Schedule for the six months ending
                  June 30, 1996                                                     --


                                    5
 6

   27.9           Restated Financial Data Schedule for the three months ending
                  March 31, 1996                                                    --


  Documents incorporated by reference to Registration Statement on Form S-1
      (No. 33-58960) filed on 2 March 1993 at the corresponding exhibit.

  Documents incorporated by reference to Amendment No. 1 to Registration
      Statement on Form S-1 (No. 33-58960), filed on 14 April 1993 at the corresponding
      exhibit.

  Documents incorporated by reference to Amendment No. 2 to Registration
      Statement on Form S-1 (No. 33-58960), filed on 29 April 1993 at the corresponding
      exhibit.

  Documents incorporated by reference to Form 10-K for fiscal year ended
      December 31, 1993 filed 29 March 1994 at the corresponding exhibit.

  Documents incorporated by reference to Amendment No. 1 to Form 10-Q for the
      quarter ended March 31, 1997 (No. 1-11848) filed on 21 May 1997 at the
      corresponding exhibit.

  Documents incorporated by reference to Form 10-K for the year ended December 31,
      1996 (No. 1-11848) filed on 24 March 1997 at the corresponding exhibit.

  Documents incorporated by reference to Registration Statement on Form S-8 (No.
      333-27167) filed on 15 May 1997 at the corresponding exhibit.

  Represents a management contract or compensatory plan or arrangement
      required to be filed as an exhibit to this form pursuant to Item 14c  of
      this Part IV.

  Previously filed.




                                    6
 7

                                   SIGNATURES
                                   ----------



      Pursuant to the requirements of Section 13 or 15 (d) 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            4/8/98
                                  ---------------------------------
                                                Jack B. Lay
                           Executive Vice President & Chief Financial Officer
                              (Principal Financial and Accounting Officer)


                                    7

 

           7

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS


        1,000
          U.S. DOLLAR
       
                             
                   12-MOS
                          DEC-31-1997
                             JAN-01-1997
                               DEC-31-1997
                                      1
                         2,528,290
                                0
                                  0
                                      11,757
                                     165,452
                                        0
                               3,634,001
                                          37,395
                             316,156
                         289,842
                               4,673,550
                              3,213,811
                                  0
                                 344,848
                                0
                                106,830
                                0
                                          0
                                           261
                                     499,060
                 4,673,550
                                     835,460
                            188,333
                                 334
                                  47,388
                                     658,062
                     76,989
                            99,493
                                 84,071
                                    28,750
                             55,321
                                       0
                                      0
                                            0
                                    54,619
                                     2.15
                                     2.13
                                       0
                                  0
                                    0
                                   0
                                     0
                                      0
                              0

 Item consists of basic earnings per share
 Item adjusted for three-for-two stock split on August 29, 1997
        

 

           7

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS


        1,000
          U.S. DOLLAR
       
                             
                   12-MOS
                          DEC-31-1996
                             JAN-01-1996
                               DEC-31-1996
                                      1
                         1,517,264
                                0
                                  0
                                       5,997
                                      98,262
                                        0
                               2,272,048
                                          13,145
                              59,618
                         233,565
                               2,893,654
                              1,862,284
                                  0
                                 206,284
                                0
                                106,493
                                0
                                          0
                                           174
                                     425,384
                 2,893,654
                                     674,885
                            136,828
                                 930
                                  17,386
                                     560,445
                     51,987
                            84,522
                                 87,061
                                    31,687
                             55,374
                                       0
                                      0
                                            0
                                    55,072
                                     2.18
                                     2.17
                                       0
                                  0
                                    0
                                   0
                                     0
                                      0
                              0

 Item consists of basic earnings per share
 Item adjusted for three-for-two stock split on August 29, 1997
        

 

           7

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS


        1,000
          U.S. DOLLAR
       
                             
                   12-MOS
                          DEC-31-1995
                             JAN-01-1995
                               DEC-31-1995
                                      1
                           872,804
                                0
                                  0
                                       3,112
                                      14,653
                                        0
                               1,405,513
                                          18,258
                              64,076
                         186,813
                               1,989,934
                              1,200,609
                                  0
                                 207,673
                                0
                                      0
                                0
                                          0
                                           174
                                     376,755
                 1,989,934
                                     569,990
                             90,117
                                  31
                                   7,994
                                     463,867
                     41,333
                            56,739
                                 74,619
                                    27,148
                             47,471
                                       0
                                      0
                                            0
                                    47,291
                                     1.87
                                     1.87
                                       0
                                  0
                                    0
                                   0
                                     0
                                      0
                              0

 Item consists of basic earnings per share
 Item adjusted for three-for-two stock split on August 29, 1997
        

 

           7

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


        1,000
          U.S. DOLLAR
       
                             
                   9-MOS
                          DEC-31-1997
                             JAN-01-1997
                               SEP-30-1997
                                      1
                         2,166,331
                                0
                                  0
                                      11,757
                                     151,501
                                        0
                               2,991,829
                                          18,429
                              52,292
                         275,412
                               3,756,412
                              2,530,824
                                  0
                                 252,014
                                0
                                107,715
                                0
                                          0
                                           261
                                     470,973
                 3,756,412
                                     604,850
                            134,376
                                 566
                                  13,929
                                     528,403
                     45,808
                            88,900
                                 49,231
                                    16,553
                             32,678
                                       0
                                      0
                                            0
                                    32,295
                                     1.27
                                     1.26
                                       0
                                  0
                                    0
                                   0
                                     0
                                      0
                              0

 Item consists of basic earnings per share
 Item adjusted for three-for-two stock split on August 29, 1997
        

 

           7

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


        1,000
          U.S. DOLLAR
       
                             
                   6-MOS
                          DEC-31-1997
                             JAN-01-1997
                               JUN-30-1997
                                      1
                         1,815,933
                                0
                                  0
                                       6,992
                                     112,994
                                        0
                               2,586,619
                                          11,891
                              82,221
                         259,719
                               3,361,082
                              2,195,537
                                  0
                                 253,308
                                0
                                106,145
                                0
                                          0
                                           261
                                     439,934
                 3,361,082
                                     406,940
                             87,844
                                 919
                                   8,991
                                     362,865
                     29,597
                            58,671
                                 26,928
                                     8,756
                             18,172
                                       0
                                      0
                                            0
                                    17,923
                                     0.70
                                     0.70
                                       0
                                  0
                                    0
                                   0
                                     0
                                      0
                              0

 Item consists of basic earnings per share
 Item adjusted for three-for-two stock split on August 29, 1997
        

 

           7

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


        1,000
          U.S. DOLLAR
       
                             
                   3-MOS
                          DEC-31-1997
                             JAN-01-1997
                               MAR-31-1997
                                      1
                         1,708,304
                                0
                                  0
                                       6,992
                                      99,359
                                        0
                               2,471,165
                                          11,666
                              71,798
                         245,438
                               3,148,016
                              2,064,324
                                  0
                                 249,841
                                0
                                106,377
                                0
                                          0
                                           174
                                     407,538
                 3,148,016
                                     205,372
                             41,849
                                 387
                                   4,155
                                     195,882
                     14,370
                            26,097
                                  2,947
                                        (1)
                              2,948
                                       0
                                      0
                                            0
                                     2,828
                                     0.11
                                     0.11
                                       0
                                  0
                                    0
                                   0
                                     0
                                      0
                              0

 Item consists of basic earnings per share
 Item adjusted for three-for-two stock split on August 29, 1997
        

 

           7

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


        1,000
          U.S. DOLLAR
       
                             
                   9-MOS
                          DEC-31-1996
                             JAN-01-1996
                               SEP-30-1996
                                      1
                         1,491,176
                                0
                                  0
                                           0
                                      41,655
                                        0
                               2,080,209
                                          14,436
                              58,033
                         516,899
                               2,714,756
                              1,726,543
                                  0
                                 212,078
                                0
                                106,442
                                0
                                          0
                                           174
                                     386,477
                 2,714,756
                                     482,599
                             96,798
                               1,922
                                  12,632
                                     407,594
                     36,334
                            57,345
                                 59,315
                                    21,840
                             37,475
                                       0
                                      0
                                            0
                                    36,613
                                     1.45
                                     1.44
                                       0
                                  0
                                    0
                                   0
                                     0
                                      0
                              0

 Item consists of basic earnings per share
 Item adjusted for three-for-two stock split on August 29, 1997
        

 

           7

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


        1,000
          U.S. DOLLAR
       
                             
                   6-MOS
                          DEC-31-1996
                             JAN-01-1996
                               JUN-30-1996
                                      1
                         1,361,925
                                0
                                  0
                                           0
                                           0
                                        0
                               1,617,644
                                          14,692
                              69,522
                         203,335
                               2,498,485
                              1,571,687
                                  0
                                 208,749
                                0
                                104,496
                                0
                                          0
                                           174
                                     372,388
                 2,498,485
                                     331,315
                             60,925
                               1,795
                                   7,878
                                     281,252
                     23,409
                            37,637
                                 38,636
                                    14,247
                             24,389
                                       0
                                      0
                                            0
                                    23,996
                                     0.95
                                     0.94
                                       0
                                  0
                                    0
                                   0
                                     0
                                      0
                              0

 Item consists of basic earnings per share
 Item adjusted for three-for-two stock split on August 29, 1997
        

 

           7

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


        1,000
          U.S. DOLLAR
       
                             
                   3-MOS
                          DEC-31-1996
                             JAN-01-1996
                               MAR-31-1996
                                      1
                         1,162,269
                                0
                                  0
                                           0
                                           0
                                        0
                               1,796,748
                                          14,927
                              74,211
                         193,734
                               2,352,176
                              1,429,908
                                  0
                                 222,507
                                0
                                104,349
                                0
                                          0
                                           174
                                     366,832
                 2,352,176
                                     167,892
                             27,875
                                 562
                                   4,093
                                     143,685
                     11,416
                            19,009
                                 17,028
                                     6,249
                             10,779
                                       0
                                      0
                                            0
                                    10,536
                                     0.42
                                     0.42
                                       0
                                  0
                                    0
                                   0
                                     0
                                      0
                              0

 Item consists of basic earnings per share
 Item adjusted for three-for-two stock split on August 29, 1997