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


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                          -----------


                           FORM 10-Q/A

                          -----------

    |X| Quarterly Report pursuant to Section 13 or 15(d) of
              the Securities Exchange Act of 1934

          For the quarterly period ended June 30, 1996

                               OR

    |_| Transition report pursuant to Section 13 or 15(d) of
              the Securities Exchange Act of 1934

                          -----------

                 Commission File Number 0-3722


                 ATLANTIC AMERICAN CORPORATION
   Incorporated pursuant to the laws of the State of Georgia

                          -----------

     Internal Revenue Service-- Employer Identification No.
                           58-1027114


            Address of Principal Executive Offices:
       4370 Peachtree Road, N.E., Atlanta, Georgia 30319
                         (404) 266-5500


Indicate by check mark whether  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 |_|

The total  number of shares of the  registrant's  Common  Stock,  $1 par  value,
outstanding on August 5, 1996, was 18,687,124.

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





                   ATLANTIC AMERICAN CORPORATION

                               INDEX


Part 1.  Financial Information                           Page No.
- ------------------------------                           --------

Item 1.  Financial Statements:


             Consolidated Balance Sheets -
             December 31, 1995 and June 30, 1996            2


             Consolidated Statements of Operations -
             Three months and six months ended 
             June 30, 1995 and 1996                         3


             Consolidated Statements of Cash Flows -
             Six months ended June 30, 1995 and 1996        4


             Notes to Consolidated Financial                5
             Statements


Item 2.  Management's Discussion and Analysis of          6 - 8
         Financial Condition and Results of Operations


Part II.  Other Information
- ---------------------------


Item 6.  ExhibitS and report on Form 8-K                     9


Signature                                                  10




Items 1, 2 and 6 of the Quarterly  Report on Form 10-Q, for the quarterly period
ended June 30, 1996,  of Atlantic  American  Corporation  (the  "Second  Quarter
10-Q"), are hereby amended and restated in their entirety as follows:

Item 1.   Financial Statements
          --------------------

             ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS

                                 ASSETS

(In thousands, except share and per share data)     June 30,  December 31,
                                                     1996        1995
                                                   ---------- ------------
  Cash, including short-term investments 
     of $21,380 and $12,498                        $  22,590  $ 15,069
                                                   -----------------------
  Investments:
     Bonds (cost: $109,920 and $112,915)             110,986    113,313
     Common and preferred stocks (cost: $26,996 
       and $26,925)                                   38,512     42,116
     Mortgage loans                                    6,876      6,952
     Policy and student loans                          2,870      5,690
     Real estate                                          46         46
                                                   -----------------------
        Total investments                            159,290    168,117
                                                   -----------------------
  Receivables:
     Reinsurance                                      24,034     22,467
     Other (net of allowance for bad debts:          
            $1,469 and $1,260)                        25,380     18,567
  Deferred acquisition costs                          15,367     14,899
  Other assets                                         4,153      4,125
  Goodwill                                             2,175      2,250
                                                   -----------------------
        Total assets                               $ 252,989   $245,494
                                                   =======================

                  LIABILITIES AND SHAREHOLDERS' EQUITY
  Insurance reserves and policy funds:
     Future policy benefits                        $  36,327   $ 36,305
     Unearned premiums                                31,446     24,140
     Losses and claims                                82,504     79,514
     Other policy liabilities                          3,733      3,888
                                                   -----------------------
        Total policy liabilities                     154,010    143,847
  Accounts payable and accrued expenses                7,145      8,010
  Debt payable ($1,058 and $6,358 due to             
     affiliates)                                      38,827     44,921
  Net obligation to discontinued operations               -         953
  Minority interest                                      587      1,285
                                                   -----------------------
         Total liabilities                           200,569    199,016
                                                   -----------------------
Commitments and contingencies 
Shareholders' equity:
    Preferred stock, $1 par, 4,000,000 shares 
     authorized;
       Series A preferred, 30,000 shares issued
         and outstanding, $3,000 redemption value         30         30
       Series B preferred, 134,000 shares issued
         and outstanding, $13,400 redemption value       134        134
    Common stock, $1 par, 30,000,000 shares
         authorized; 18,712,167 shares issued 
         in 1996 and 1995                             18,712     18,712
    Additional paid-in capital                        54,824     46,531
    Accumulated deficit                              (35,127)   (34,446)
    Net unrealized investment gains                   13,886     15,589
    Treasury stock, at cost, 17,468 shares in   
      1996 and 32,767 shares in 1995                     (39)       (72)
                                                   -----------------------
         Total shareholders' equity                   52,420     46,478
                                                   -----------------------
           Total liabilities and             
             shareholders' equity                  $ 252,989   $245,494
                                                   =======================
   The accompanying notes are an integral part of these financial statements.
                                  -2-

                ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                        Three Months Ended     Six Months Ended
                                             June 30,              June 30,     
                                         ------------------    -----------------
 (In thousands, except per share data)
                                          1996       1995      1996      1995
                                          ----       ----      ----      ----

Revenue:
  Insurance premiums                    $ 21,458  $ 10,689  $ 42,843   $ 20,914
  Investment income                        2,878     1,613     5,558      3,231
  Realized investment gains, net              11       470       681        538
  Other income                                67        -        105         - 
                                         ---------------------------------------
      Total revenue                       24,414    12,772    49,187     24,683
                                         ---------------------------------------

Benefits and expenses:
  Insurance benefits and losses 
    incurred                              13,953     6,456    28,045     12,726
  Commissions and underwriting expenses    6,260     3,513    12,648      7,049
  Interest expense                           801       561     1,724      1,133
  Other                                    1,551     1,519     2,944      2,825
                                         ---------------------------------------
      Total benefits and expenses         22,565    12,049    45,361     23,733
                                         ---------------------------------------


Income before income tax expense
   and discontinued operations             1,849       723     3,826        950
Income tax expense                           (59)       -        (59)        (9)
                                         ---------------------------------------
Income from continuing operations          1,790       723     3,767        941
Loss from discontinued operations         (4,447)   (3,205)   (4,447)    (2,980)
                                         ---------------------------------------

      Net loss                           $(2,657) $ (2,482) $   (680)  $ (2,039)
                                         =======================================

Net income (loss) per common share data:
   Continuing operations                 $  0.08  $   0.03  $   0.16   $   0.04
   Discontinued operations                 (0.24)    (0.17)    (0.24)     (0.16)
                                         ---------------------------------------

      Net loss                           $ (0.16) $  (0.14) $  (0.08)  $  (0.12)
                                         =======================================

Weighted average common shares 
  outstanding                             18,901    18,588    18,855     18,574


















   The accompanying notes are an integral part of these financial statements.

                                       -3-



                 ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         Six Months Ended
                                                             June 30,
                                                       ---------------------
                                                           1996       1995
                                                       ----------   --------
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                            $   (680)   $ (2,038)
   Adjustments to reconcile net loss to net 
     cash provided by (used in) operating
     activities:
      Amortization of deferred acquisition costs          1,805       2,050
      Acquisition costs deferred                         (2,273)     (1,856)
      Realized investment losses                           (681)       (538)
      Increase in insurance reserves                     10,163       2,668
      Gain from discontinued operations                      -        2,980
      Depreciation and amortization                         557         258
      Minority interest                                    (698)        (19)
      Increase in receivables, net                       (8,380)     (2,025)
      (Decrease) increase in other liabilities             (861)        177
      Other, net                                          1,429       1,213
                                                       ---------------------
         Net cash provided by continuing operations         381       2,870
         Net cash used in discontinued operations            -       (2,977)
                                                       ---------------------
         Net cash provided by (used in) operating    
           activities                                       381        (107)
                                                       ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from investments sold or matured             56,741      12,955
   Investments purchased                                (42,727)     (7,144)
   Additions to property and equipment                     (404)       (702)
                                                       ---------------------
    Net cash provided by investing activities            13,610       5,109
    Net cash used in discontinued operations                 -       (1,904)
                                                       ---------------------
    Net cash provided by investing activities            13,610       3,205
                                                       ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Preferred stock dividends                               (157)       (158)
   Proceeds from exercise of stock options                    9         157
   Purchase of treasury shares                              (22)        (78)
   Repayments of debt                                    (6,300)       (675)
                                                       ---------------------
    Net cash used in continuing operations               (6,470)       (754)
    Net cash provided by discontinued operations             -        5,149
                                                       ---------------------
    Net cash (used in) provided by financing 
      activities                                         (6,470)      4,395
                                                       ---------------------
Net increase in cash and cash equivalents                 7,521       7,493

Cash and cash equivalents at beginning of period:
   Continuing operations                                 15,069       4,016
   Discontinued operations                                   -        2,383
                                                       ---------------------
    Total                                                15,069       6,399
                                                       ---------------------

Cash and cash equivalents at end of period:
   Continuing operations                                 22,590      11,241
   Discontinued operations                                   -        2,651
                                                       =====================
    Total                                              $ 22,590    $ 13,892
                                                       =====================

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid for interest                              $  1,989    $  1,375
                                                       =====================
   Cash paid for income taxes                          $     27    $    128
                                                       =====================


   The accompanying notes are an integral part of these financial statements.
                                       -4-

                ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)


Note 1.    Basis of presentation.
- ------

    The accompanying  unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. All significant  intercompany accounts and transactions have been
eliminated in consolidation and the interests of minority shareholders have been
recognized.  Operating results for the six month period ended June 30, 1996, are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 1996.  These operating  results  include  American  Southern
Insurance  Company for the first and second quarters of 1996 whereas  comparable
1995 operating results do not. For further  information,  refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1995.

Note 2.  Investments.
- -------

   Investments are comprised of the following:

                                                     June 30,     December 31,
                                                      1996           1995
                                                   -----------   -------------
         Bonds (cost: $109,920 and $112,915)       $ 110,986      $ 113,313
         Common and preferred stocks (cost:         
           $26,996 and $26,925)                       38,512         42,116
         Mortgage loans                                6,876          6,952
         Policy and student loans                      2,870          5,690
         Real estate                                      46             46
                                                   ---------------------------
             Total investments                     $ 159,290      $ 168,117
                                                   ===========================


Note 3.  Insurance reserves and policy funds.
- -------

   Insurance reserves and policy funds are comprised of the following:

                                                     June 30,    December 31,
                                                      1996          1995
                                                   -----------   -------------
         Future policy benefits                    $  36,327      $  36,305
         Unearned premiums                            31,446         24,140
         Losses and claims                            82,504         79,514
         Other policy liabilities                      3,733          3,888
                                                   ---------------------------
               Total policy liabilities            $ 154,010      $ 143,847
                                                   ===========================














                                     -5-



Item 2.               MANAGEMENT'S DISCUSSION AND ANALYSIS
                      OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

Atlantic American  Corporation's  (the "Company" or "Parent Company") net income
from continuing  operations for the second quarter of 1996 was $1.8 million,  or
$0.08 per share, compared to net income of $723,000, or $0.03 per share, for the
second  quarter of 1995.  The  Company's net income from  continuing  operations
year-to-date  for 1996 was $3.8  million,  or $0.16 per share,  compared  to net
income of  $942,000,  or $0.04 per share,  in 1995.  The primary  reason for the
increase  in  earnings  for  the  second  quarter  and  year-to-date  are due to
inclusion  of the  income  of  American  Southern  Insurance  Company  (American
Southern") in the Company's income starting January 1, 1996.  American  Southern
accounted  for $1.4 million of the $1.8  million of income  before taxes for the
quarter  and $2.9  million of the $3.8  million of income  before  taxes for the
year-to-date.

At June 30, 1996 the Company had a net  cumulative  deferred  tax asset of zero.
The net cumulative  deferred tax asset consists of $26.7 million of deferred tax
assets, offset by $8.6 million of deferred tax liabilities,  and a $18.1 million
valuation  allowance.  The  Company's  ability to generate  taxable  income from
operations  is  dependent  upon  various  factors,  many  of  which  are  beyond
management's  control.  Accordingly,  there can be no assurance that the Company
will generate future taxable income.  Therefore, the realization of the deferred
tax assets  will be assessed  periodically  based on the  Company's  current and
anticipated results of operations.

Georgia Casualty & Surety Company  ("Georgia  Casualty") had income before taxes
of $366,000 in the second quarter of 1996 and $1.1 million year-to-date compared
to $341,000 in the second quarter and $634,000 for the year-to-date in 1995. The
improvement operating income is mainly due to an increase in premium of $103,000
and $1.0  million in the second  quarter and  year-to-date,  respectively,  over
1995.

Atlantic  American Life  Insurance  Company and Bankers  Fidelity Life Insurance
Company  (the "Life and Health  Division")  had net income of $960,000  and $1.5
million  for the  second  quarter  and  year-to-date,  respectively,  for  1996,
compared to $956,000 and $1.4 million,  respectively,  for 1995. The increase in
net income is mainly due to an increase  in life  insurance  premiums  offset by
declining accident and health premiums.

The Company had  announced  on February  21, 1996,  its  intentions  to sell its
interest in Leath Furniture and its subsidiaries;  therefore, beginning with the
fourth  quarter of 1995,  the  Company  began  reporting  the  results  from its
furniture operations as discontinued operations. The sale of Leath Furniture was
completed  on April 8,  1996,  and,  as  anticipated,  resulted  in the  Company
recognizing a loss. The loss reported in the second quarter was $4.4 million, or
$0.24 per share,  compared to $3.2  million,  or $0.17 per share,  in the second
quarter of 1995. The loss for the six months for discontinued operations is also
$4.4 million, or $0.24 per share,  compared to $3.0 million, or $0.16 per share,
for first six months of 1995.

RESULTS OF OPERATIONS

Total revenue increased to $24.4 million and $49.2 million in the second quarter
and first half,  respectively,  of 1996 from $12.8  million  and $24.7  million,
respectively, for the comparable periods in 1995. Total revenue increased in the
second  quarter  and first  half of 1996  mainly due to an  increase  in premium
revenue of $10.8  million  and $21.9  million,  respectively.  The  increase  in
premium  revenue is  attributed  to the  inclusion of American  Southern for the
first time in 1996,  which accounted for $10.5 million in the second quarter and
$20.5 million in the first half of 1996.  The balance of the increase in revenue
is attributed to an increase in investment  income of $1.5 million in the second
quarter and $2.7 million year-to-date, of which $1.0 million and $2.0 million in
the second quarter and first half of 1996,  respectively,  was attributed to the
inclusion of American  Southern.  The remaining  increase in insurance  premiums
came from a $103,000  increase  in  Georgia  Casualty's  premiums  in the second
quarter and $1.0  million for the first half of 1996,  and $116,000 and $447,000
in the second  quarter and first half of 1996,  respectively,  from the Life and
Health  Division.  The increase in Georgia  Casualty's  premiums for the quarter
comes  from the  business  automobile  market  and for the  first  half from the
business automobile and worker's  compensation markets. The increase in the Life
and Health  Division's  premiums is in the life line of business which increased
$430,000  for the  quarter  and $1.2  million  for the six  months,  offset by a
decrease of $315,000 and $741,000 for the quarter and six months,  respectively,
in accident and health premiums.

                                      -6-

Insurance  benefits and losses have  increased  to $14.0  million for the second
quarter of 1996 from $6.5 million for the same quarter of 1995, and year-to-date
they have  increased to $28.0 million from $12.7 million in 1995. An increase of
$7.3  million in the second  quarter and $14.6  million in the first half of the
year was  attributed  to Georgia  Casualty and American  Southern  (collectively
known as the "Casualty  Division")  and a $217,000 and $748,000  increase in the
second quarter and first half of 1996, respectively,  was attributed to the Life
and Health Division.  The Casualty  Division's increase is due to a $7.8 million
and  $14.8 million  addition  in  the second  quarter  and  first  half of 1996,
respectively,   from  the  American  Southern  acquisition,  offset  by  Georgia
Casualty's  decrease of $531,000  and  $222,000 in the second  quarter and first
half of 1996,  respectively.  The Life and Health Division's  increase is due to
increased  premiums  causing an increase in reserves,  whereas 1995  reflected a
decrease  in  reserves  caused by the  elimination  of a block of  funeral  home
business.

As a percentage of premium revenue,  insurance benefits and losses incurred have
increased  to 65.02% in the second  quarter  of 1996 from  60.40% in 1995 and to
65.46%  year-to-date  for 1996  compared to 60.85% for 1995.  The  percentage of
insurance  benefits  and losses  incurred to premium for the second  quarter and
year-to   date  in  the  Life  and  Health   Division  was  52.16%  and  55.24%,
respectively,  for 1996  compared  to 49.69% and  51.22%  for the same  periods,
respectively,  for 1995;  for  Georgia  Casualty,  62.40%  and  64.55%  for 1996
compared to 76.17% and 75.00% for 1995;  and for American  Southern,  74.03% for
the quarter and 72.32% year-to-date.

Commission and underwriting  expenses in the first six months increased to $12.6
million in 1996 from $6.1 million in 1995. This increase was primarily due to an
increase in commissions of $3.8 million, an increase in underwriting expenses of
$3.2 million and a net deferral of deferred acquisition costs of $447,000. These
changes can be attributed to the inclusion of American  Southern  which had $3.1
million of commissions,  $1.9 million of underwriting  expenses, and $164,000 of
the net deferral of acquisition  costs.  The balance of the six month  increases
were due to  increased  premiums  causing  commissions  to increase  for Georgia
Casualty by $440,000 and $344,000 in the Life and Health Division.  Underwriting
expenses  increased  $850,000 for Georgia  Casualty and $373,000 in the Life and
Health Division.

LIQUIDITY AND CAPITAL RESOURCES

The Company's  insurance  subsidiaries  reported a combined  statutory income of
$1.8  million  and $3.9  million in the second  quarter  and first half of 1996,
compared to $507,000 and $1.2  million for the same  periods,  respectively,  in
1995.  These  statutory  results  were due to income of $312,000 in the Life and
Health  Division,  $247,000  for  Georgia  Casualty,  and from the  addition  of
American Southern, whose income was $1.2 million for the second quarter of 1996.
The income for the first half of 1996 on the statutory basis was $474,000 in the
Life and Health Division,  $729,000 for Georgia  Casualty,  and $2.7 million for
American Southern.  Statutory results  approximate the previous  explanations of
generally accepted accounting  principles  ("GAAP") results of operations,  with
the  exception  of the deferred  acquisition  costs and reserves in the Life and
Health Division.

The primary sources of funds for the Company are dividends from its subsidiaries
and management fees and borrowings  from affiliates of the Company.  The Company
believes  that  additional  funding  would  be  available  from  certain  of its
affiliates to meet any additional liquidity needs,  although currently there are
no other arranged sources of unused borrowing.

The Company  provides certain  administrative  and other services to each of its
insurance  subsidiaries.  The amounts charged to and paid by the subsidiaries in
1996 remained approximately the same as 1995. The Company believes that the fees
and  charges to its  subsidiaries,  dividends  and, if needed,  borrowings  from
affiliates  will enable the Company to meet its liquidity  requirements  for the
foreseeable  future. In addition the Company has a formal tax-sharing  agreement
between the Company and its insurance subsidiaries.  It is anticipated that this
agreement  will  continue  to provide  the Company  with  additional  funds from
profitable  subsidiaries due to the  subsidiaries' use of the Company's tax loss
carryforward.  Approximately  93.8% of the  investment  assets of the  insurance
subsidiaries  are in marketable  securities  that can be converted into cash, if
required;  however,  use of such  assets  by the  Company  is  limited  by state
insurance  regulations.  Dividend  payments  to the  Company  by  its  insurance
subsidiaries  are also  limited  by  insurance  regulations.  At June 30,  1996,
Georgia Casualty had $7.2 million of accumulated  statutory  earnings,  American
Southern had $16.6  million,  Bankers  Fidelity had $6.5  million,  and Atlantic
American  Life  had an  accumulated  statutory  deficit  of  $578,000.  American
Southern  paid the  Company  dividends  totaling  $900,000 in both the first and

                                      -7-

second quarters of 1996.  Atlantic American Life received approval in the second
quarter for payment of $2.25  million in dividends to the Parent  Company.  This
payment will be made during the second half of 1996.

Net cash provided by continuing operations totaled $382,000 in 1996, compared to
net cash used in  continuing  operations  of $2.9  million  in the first half of
1995. This is partly due to a decrease in the Life & Health  Division's  benefit
expenses of $242,000 combined with a slight increase in collected  premiums.  In
addition, the  Parent  Company  had cash  provided  by  operating  activities of
$469,000  in the first  half of 1996,  compared  to net cash  used in  operating
activities  of  $969,000  in the first  half of 1995.  This  increase  is due to
intercompany  taxes  received  from American  Southern,  Georgia  Casualty,  and
Bankers Fidelity totaling $2.1 million,  compared to intercompany taxes received
of $1.1 million in 1995.  There was also an overall  decrease of Parent  Company
operating expenses of $475,000.  Bankers Fidelity had net cash used in operating
activities of $987,000 in the first half of 1996,  compared to net cash provided
by  operating  activities  of  $351,000  in the  first  half  of  1995.  This is
principally  due to costs  incurred in  acquiring  the  remaining  publicly-held
shares of stock of Bankers Fidelity, which was consummated on April 1, 1996. The
total  consideration  to be paid  in  that  transaction  is  approximately  $1.3
million, of which  approximately  $698,000 was paid during the second quarter of
1996.  Net cash  used in  operating  activities  for  Georgia  Casualty  totaled
$537,000 in the first half of 1996,  compared to net cash  provided by operating
activities  of $2.5 million in the first half of 1995.  This is the result of an
increase in paid claims with no offsetting  increase in collected  premiums.  In
the first half of 1996, collected premiums increased by only $136,000,  while in
1995 premiums  increased by $1.9 million over the prior year. Claims paid in the
first  half of 1996  increased  by  $933,000,  while  in 1995  claims  paid  had
increased by only $472,000. Cash and short-term investments increased from $15.0
million at December 31, 1995, to $22.6  million at June 30, 1996.  This increase
is due to American Southern's net investment proceeds of $6.5 million, primarily
from the purchases and sales of bonds. Total investments  (excluding  short-term
investments)  decreased to $160.0 million at June 30, 1996,  from $168.1 million
at December  31,  1995,  due  primarily to American  Southern's  net  investment
activities.





























                                       -8-



                ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES

                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Report on Form 8-K.
- ----------------------------------------

   (a)   The following exhibits are filed herewith:

         Exhibit 11.   Computation of net loss per common share.

         Exhibit 27.   Financial Data Schedule.

   (b)   Report on Form 8-K:

     1) On April 23, 1996,  under Item 2, the Company filed a Form 8-K regarding
        the disposition of the Company's interest in Leath Furniture.















































                                     -9-



                                   SIGNATURE


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.





                          ATLANTIC AMERICAN CORPORATION
                          -----------------------------
                                  (Registrant)





Date:  November 12, 1996      By: /s/
       -----------------      ------------------------------------
                              John W. Hancock
                              Senior Vice President-Treasurer
                              (Principal Financial and Accounting Officer)




                    





























                                     -10-

                                                                      EXHIBIT 11


                ATLANTIC AMERICAN CORPORATION AND SUBSIDIARIES
                    COMPUTATIONS OF NET LOSS PER COMMON SHARE
                               SUPPORTING SCHEDULE


                                     Three Months Ended     Six Months Ended
                                          June 30,               June 30,
(In thousands, except per share data)  1996       1995       1996       1995
                                     ---------  ---------  --------    ---------

Net loss                             $(2,657)   $ (2,482)  $  (680)    $ (2,038)

Less preferred dividends to      
  affiliates                            (380)        (79)     (761)        (158)
                                     -------------------------------------------

Net loss available to 
  common shareholders                $(3,037)   $ (2,561)  $(1,441)    $ (2,196)
                                     ===========================================

Weighted average common shares        
  outstanding                         18,901      18,588    18,855       18,574
                                     ===========================================

Net loss per common share            $ (0.16)   $  (0.14)  $ (0.08)    $  (0.12)
                                     ===========================================


 NOTE: Fully diluted earnings per common share are not presented because the
       effect of convertible subordinated notes and preferred stock is 
       anti-dilutive.



 

7 1000 3-MOS DEC-31-1996 JUN-30-1996 0 110986 110986 38512 6876 46 159290 22589 24034 15367 252989 118831 31446 3733 0 38827 0 164 18712 33543 252989 42843 5558 681 105 28045 12648 0 3826 (59) 3767 (4447) 0 0 (680) (0.08) (0.08) 0 0 0 0 0 0 0