UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                           Form 10-KSB
(Mark One)
[x]   ANNUAL REPORT under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

For the fiscal year ended:
                                December 31, 2000

[ ]   TRANSITION REPORT under Section 13 or 15(d) of the Securities Exchange
      Act of 1934

For the transition period from ____________ to ____________

Commission file number 0-14451
Acap Corporation
(Name of small business issuer in its charter)

State of Incorporation:                               IRS Employer Id.:
       Delaware                                           25-1489730

                   Address of Principal Executive Office:
                     10555 Richmond Avenue, 2nd Floor
                         Houston, Texas  77042

Issuer's telephone number, including area code:  (713) 974-2242
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.10 per share
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.  [x]  Yes  [ ] No.

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. [x]

Revenues for the issuer for its most recent fiscal year were $21,420,148.

As of March 26, 2001, 7,224 shares of the registrant's Common Stock, excluding
shares held in treasury, were issued and outstanding, and the aggregate market
value of such shares held by non-affiliates of the registrant on such date,
based on the average of the closing bid and asked prices for such shares on
such date, was $3,199,185.

DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part II, Items 5 - 7 of Form 10-KSB is
incorporated by reference from the registrant's 2000 Annual Report to
Stockholders.  The information required by Part III, Items 9 - 12 of Form 10-
KSB is incorporated by reference from the registrant's definitive information
statement to be furnished in connection with the Annual Meeting of
Stockholders to be held on or about May 14, 2001.

The Exhibit Index, Part IV, Item 13, is located on page 7 of this Form 10-KSB.
This Form 10-KSB contains a total of 42 pages including any exhibits.

Transitional Small Business Disclosure Format (check one):
[ ] Yes  [x]  N

PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Acap Corporation was incorporated under the laws of the State of Delaware on
March 18, 1985 by the management of American Capitol Insurance Company
("American Capitol") to become the parent or "holding company" of American
Capitol.  Acap Corporation began operating in that capacity on
October 31, 1985.  American Capitol is a Texas life insurance company licensed
in 34 states and the District of Columbia.  American Capitol began operations
as a life insurance company on June 1, 1954.

Unless the context otherwise requires, the term "Acap" refers to the
consolidated group of Acap Corporation and its wholly-owned subsidiaries.

Acap primarily engages in the acquisition and servicing of existing blocks of
insurance policies.  Since September 1994, the Company has marketed a small
volume of final expense insurance and prearranged funeral service contracts.
Starting May 1999, the Company began marketing Medicare supplement policies.
Through its life insurance subsidiaries, Acap maintains individual Medicare
supplement health policies and a broad portfolio of individual life insurance
policies and annuity contracts.

Fortune National Corporation ("Fortune Corp"), a Pennsylvania corporation,
acquired a majority interest in American Capitol in 1984.  In the 1985
reorganization that resulted in American Capitol becoming a wholly owned
subsidiary of Acap, Fortune Corp's majority interest in American Capitol was
exchanged for an equivalent interest in Acap.  Fortune Corp was liquidated
during 1996, leaving Fortune Corp's majority stockholder, InsCap Corporation
("InsCap"), a Delaware corporation, with the controlling interest in Acap,
approximately 46% at December 31, 2000.

Acquisition Strategy

Acap's strategy for achieving growth and profits is based upon the acquisition
of blocks of existing insurance policies through the direct purchase of such
blocks or indirectly through the acquisition of life insurance companies.  By
acquiring blocks of insurance directly or through the purchase of other life
insurance companies, Acap hopes to add "new" policies to its books more
economically than through marketing.

Generally, insurance companies can acquire policies in two ways; either by
"purchasing" them policy-by-policy through marketing, or by buying an existing
block of policies.  Purchasing an existing block of business has the advantage
that the policies have an established "history."  That is, an existing block
will have an established pattern of mortality and lapse experience.  Also, the
company selling the block of existing policies has already absorbed the risks
involved in marketing the insurance products.  In purchasing an existing block
of policies, Acap's strategy is to set the purchase price at the sum of the
expected future profits of the block of policies discounted at a rate of
return in excess of Acap's cost of funds.  Acap then attempts to improve upon
the rate of return by maintaining the acquired policies at a lower per policy
cost than was used in the pricing assumptions and by realizing a higher
investment yield on the acquired assets than was used in the pricing
assumptions.

It also should be noted that the acquisition strategy has certain risks and
disadvantages.  Since the marketing of insurance products generally involves
greater risks than acquiring existing blocks of insurance, the profit margins
available through marketing may be greater than the margins available with
respect to an acquired block of insurance.  Also, there are relatively few
companies or blocks of business meeting Acap's acquisition criteria that
become available for purchase each year.  Acap's acquisition strategy requires
Acap to maintain the personnel, computer systems and physical properties
necessary to accommodate large growth phases without the guarantee that such
growth will occur.

Acquisitions to Date

Acap (i.e., its predecessor, American Capitol) switched from a traditional
marketing strategy to the current acquisition strategy in 1984 in connection
with the change in control and associated change in management resulting from
Fortune Corp's purchase of a majority of the outstanding common stock.  Since
1984, Acap has acquired six companies and five blocks of business.  Primarily
as a result of this acquisition activity, Acap's assets grew from
approximately $64 million at December 31, 1984 to approximately $154 million
at December 31, 2000.

Products and Markets

The policies serviced by Acap are primarily traditional whole life policies,
interest-sensitive whole life policies, term life policies, stipulated premium
whole life policies, flexible premium annuity contracts, and Medicare
supplement policies.

Traditional whole life policies are generally characterized by a uniform death
benefit and a level periodic premium throughout the insured's lifetime.  These
policies combine a savings element with insurance protection.  The savings
element, called the cash value, builds at a fixed rate of interest and may be
borrowed against by the policyholder and, if the policy terminates other than
through the death of the insured, may be paid to the policyholder.

Acap's interest-sensitive whole life policies also generally have a uniform
death benefit and a level periodic premium.  However, with these policies, the
interest rate credited to the savings element of the policy may be varied at
Acap's option above a guaranteed minimum rate.  The interest-sensitive
policies also provide for a surrender charge in the event that the
policyholder surrenders the policy during the first ten years following the
issue date of the policy.  Further, Acap may vary below a guaranteed maximum
the amount charged against the policy for expenses and mortality costs.

Term life policies generally offer pure insurance protection (i.e., no savings
element) for a specified period.  Such policies typically offer a conversion
privilege, a renewal privilege, or both.  Premiums typically are adjusted upon
the exercise of either privilege.

Stipulated premium whole life policies are characterized by a uniform death
benefit and a level periodic premium throughout the insured's lifetime.
However, unlike traditional whole life policies, stipulated premium whole life
policies have no cash value.

Flexible premium annuity contracts permit the annuitant to make deposits as
the annuitant chooses, and allow the annuitant to make withdrawals at his or
her option, subject to deduction of applicable surrender charges.  The annuity
balance earns interest on a tax-deferred basis at a rate that Acap may change
annually.

Medicare supplement policies are health insurance policies that cover
specified benefits that are not covered by Medicare.  Premium rates may be
changed on the policies within a state with the advance approval of regulatory
officials of that state.

From mid-1985 until September 1994, the Company relied exclusively on its
acquisition strategy and did not actively market new business.  Since
September 1994, the Company has marketed a small volume of final expense
insurance and prearranged funeral service contracts in the State of Texas.
These policies are primarily written through independent funeral homes.
Starting May 1999, the Company began marketing Medicare supplement health
insurance policies through independent brokers in the States of Texas,
Oklahoma, and Louisiana.

No single customer accounts for a meaningful percentage of the Company's
business in force or sales.

Competition

The life insurance industry is highly competitive.  There are over 1,700 life
insurance companies in the United States.  Although Acap's acquisition
strategy is not the standard strategy employed in the industry, Acap must
compete with a significant number of companies, both inside and outside the
life insurance industry, when looking for an acquisition.  Many of these
companies have substantially greater financial resources and larger staffs
than Acap.

Acap also must compete with a significant number of other life insurance
companies to retain Acap's existing block of policies.  Many of these
companies have broader and more diverse product lines together with active
agency forces, and therefore, certain of Acap's policyholders may be induced
to replace their existing policies with those provided by Acap's competitors.

Regulation

The insurance subsidiaries of the Company are subject to regulation by the
supervisory insurance agency of each state or other jurisdiction in which the
insurance subsidiaries are licensed to do business.  These supervisory
agencies have broad administrative powers relating to the granting and
revocation of licenses to transact business, the approval of policy forms, the
approval of premium rates on Medicare supplement policies, the form and
content of mandatory financial statements, capital, surplus, reserve
requirements and the types of investments that may be made.  The insurance
subsidiaries are required to file detailed reports with each supervisory
agency, and its books and records are subject to examination by each.  In
accordance with the insurance laws of the State of Texas (the insurance
subsidiaries' state of domicile) and the rules and practices of the National
Association of Insurance Commissioners (the "NAIC"), the insurance
subsidiaries are examined periodically by examiners from Texas.

Most states have enacted legislation or adopted administrative regulations
covering such matters as the acquisition of control of insurance companies and
transactions between insurance companies and the persons controlling them.
The NAIC has recommended model legislation on these subjects that has been
adopted, with variations, by many states.  The nature and extent of the
legislation and administrative regulations now in effect vary from state to
state, and in most states prior administrative approval of the acquisition of
control of an insurance company incorporated in the state, whether by tender
offer, exchange of securities, merger or otherwise, is required, which process
involves the filing of detailed information regarding the acquiring parties
and the plan of acquisition.

The insurance subsidiaries are members of an "insurance holding company
system" and are required to register as such with the State of Texas and file
periodic reports concerning their relationships with the insurance holding
company and other affiliates of the holding company.  Material transactions
between members of the holding company system are required to be "fair and
reasonable" and in some cases are subject to administrative approval, and the
books, accounts and records of each party are required to be so maintained as
to clearly and accurately disclose the precise nature and details of the
transactions.  Notice to or approval by the State of Texas is required for
dividends paid by the insurance subsidiaries.

General

The Company does not hold any patents, trademarks, licenses, franchises or
concessions in connection with its business, except for the insurance licenses
of its insurance subsidiaries.

The Company expended no money on research and development during the past two
years.

Employees

At December 31, 2000, Acap had a total of 102 employees, of which 92 are full
time employees.  None of these employees is covered by a collective bargaining
agreement.  Acap believes that it has excellent relations with its employees.

ITEM 2.  DESCRIPTION OF PROPERTIES.

The principal offices of the Company are located at 10555 Richmond Avenue,
Houston, Texas 77042.  The Company leases 30,634 square feet of office space.
The lease runs through November 20, 2002.  The Company has the option to
extend the lease at then-current market rates for an additional five years.
The Company's offices are suitable for the conduct of its business and the
Company has an option to lease additional space in the same building to
provide room for future growth.

The Company's investment policy prohibits making investments in real estate
without the prior approval of the Board of Directors.  There are no plans to
make any real estate investments in the foreseeable future.  If the Company
were interested in making a real estate investment, regulatory restrictions
applicable to Texas life insurance companies would prohibit the life insurance
subsidiaries from investing in real estate outside of the United States, in
residential real estate, or in any property, other than home office property,
that exceeds 5% of the insurer's statutory assets.

The Company owns and services first mortgage loans with aggregate principal
balances at December 31, 2000 of $877,809.  The investment in mortgage loans
was made primarily for income as opposed to capital gain.  Residential
mortgages represent 90% of the mortgage loan balances at December 31, 2000,
with commercial mortgages constituting the balance.  In addition to the real
estate collateral, approximately $730,000 of the mortgage loans at December
31, 2000 are guaranteed by an individual that the Company has reason to
believe has a net worth well in excess of the balance of the guaranteed loans.
The Company's investment policy prohibits making new investments in mortgage
loans without the prior approval of the Board of Directors.  There are no
plans to make any mortgage loan investments in the foreseeable future.  If the
Company were interested in making a mortgage loan investment, regulatory
restrictions applicable to Texas life insurance companies would prohibit the
life insurance subsidiaries from investing in mortgage loans on real estate
outside of the United States, in other than first liens, or in any loan that
exceeds 25% of the insurer's statutory capital and surplus.

ITEM 3.  LEGAL PROCEEDINGS.

There are no material pending legal proceedings involving the Company or any
of its properties.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of security holders during the quarter ended
December 31, 2000.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The required information regarding the market for the common equity of the
Company and related stockholder matters is incorporated herein by reference
from "Stockholder Information" on page 27 of Acap's 2000 Annual Report to
Stockholders.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Management's Discussion and Analysis of Financial Condition and Results of
Operations is incorporated herein by reference from "Management's Financial
Analysis" on pages 3-6 of Acap's 2000 Annual Report to Stockholders.

ITEM 7.  FINANCIAL STATEMENTS.

Financial statements and supplementary data are incorporated herein by
reference from pages 7-26 of Acap's 2000 Annual Report to Stockholders.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

None.


PART III

The information required by Items 9-12 is incorporated by reference from
Acap's definitive information statement, which is to be filed pursuant to
Regulation 14C.

PART IV

ITEM 13.  	EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

 Exhibits           Description                  Location or Incorporation
                                                      by Reference

 3(a)(1) Certificate of Incorporation of the *Form 10 effective June 22, 1986,
         Registrant dated March 12, 1985        pages 58-61

 3(a)(2) Certificate of Amendment to the     *Form 10 effective June 22, 1986,
         Certificate of Incorporation of the    pages 62-65
         Registrant dated October, 1985

 3(a)(3) Certificate of Amendment to the     *Form 10K dated December 31, 1988
         Certificate of Incorporation of the    pages 51-53
         Registrant dated August 22, 1986

 3(a)(4) Certificate of Amendment to the     *Form S4, Registration
         Certificate of Incorporation of the    No. 33- 27874
         Registrant dated March 20, 1989

 3(a)(5) Certificate of Amendment to the     *Form 10KSB dated December 31,
         Certificate of Incorporation of        1994, pages 273- 276
         the Registrant dated May 9, 1994

 3(b)(1) Bylaws of the Registrant, as        *Form 10K dated December 31,
         amended                               1988, pages 54-68

 3(b)(2) Amendment to the Bylaws of the      *Form 10Q dated March 31, 1990,
         Registrant                             page 11

4        Certificate of Designations of the  *Form 8K dated December 31, 1986,
         Preferred Stock of the Registrant      pages 23-31

10(a)(1) 1997 American Capitol Insurance     *Form 10KSB dated December 31,
         Company Key Employee Incentive         1997, pages 11-19
         Stock Option Plan

10(a)(2) Form of Grant of Stock Option used  *Form 10KSB dated December 31,
         in 1997 American Capitol Insurance     1997, pages 20-25
         Company Key Employee Incentive
         Stock Option Plan

10(b)(1) Employment Contract between         *Form 10QSB dated June 30, 2000,
         American Capitol Insurance Company     pages 22-29
         And John D. Cornett

10(b)(2) Stock Purchase Agreement between    *Form 10QSB dated March 31, 1997,
         American Capitol Insurance Company     pages 27-36
         and John D. Cornett

10(b)(3) Loan Forgiveness Agreement between *Form 10QSB dated June 30, 2000,
         American Capitol Insurance Company     pages 16-21
         And John D. Cornett

10(c)    Disability Income Agreement between *Form 10KSB dated December 31,
         American Capitol Insurance Company     1997, pages 26-29
         and William F. Guest

10(d)(1) Reinsurance Agreement between       *Form 10KSB dated December 31,
         American Capitol Insurance Company     1993, pages 10-66
         and Crown Life Insurance Company
         effective December 31, 1992,
         as amended

10(d)(2) Amendment dated June 30, 1996 to    *Form 10KSB dated December 31,
         the Reinsurance Agreement between       1996, pages 48-50
         American Capitol Insurance Company
         and Crown Life Insurance Company

10(e)(1) Reinsurance Agreement effective     *Form 10KSB dated December 31,
         February 2, 1995 between Oakley        1994, pages 213-260
         Metcalf Insurance Company and
         Alabama Reassurance Company

10(e)(2) Amendment dated January 1, 1996     *Form 10KSB dated December 31,
         to the Reinsurance Agreement           1996, pages 69-71
         between Oakley-Metcalf Insurance
         Company and Alabama Reassurance
         Company

10(e)(3) Amendment dated December 31, 1996   *Form 10KSB dated December 31,
         to the Reinsurance Agreement           1996, page 72
         between Texas Imperial Life
         Insurance Company and Alabama
         Reassurance Company

10(f)    Loan Agreement and related documents *Form 10KSB dated December 31,
         documents between Acap Corporation      pages 261- 272
         and Central National Bank

10(g)    Liquidation Plan Regarding the       *Form 10QSB dated June 30, 1999,
         Insolvency and Liquidation of The       pages 18-209
         Statesman National Life Insurance
         Company

10(h)    Coinsurance Agreement dated          *Form 10KSB dated December 31,
         January 1, 1998 between Universal       1997, pages 75-128
         Life Insurance Company and American
         Capitol Insurance Company

10(i)    Amendments Letter dated              *Form 10KSB dated December 31,
         February 27, 1998 amending the          1997, pages 129-132
         Coinsurance Agreement between
         Universal Life Insurance Company
         and American Capitol Insurance
         Company

10(j)    Closing Memorandum and Amendments    *Form 10KSB dated December 31,
         to the Coinsurance Agreement between    1997, pages 133-135
         Universal Life Insurance Company and
         American Capitol Insurance Company

10(k)    Coinsurance Agreement dated          *Form 10KSB dated December 31,
         January 1, 1998 between Republic-       1997, pages 154-176
         Vanguard Life Insurance Company and
         American Capitol Insurance Company

10(l)    Lease Agreement dated                *Form 10KSB dated December 31,
         November 21, 1997, between              1997, pages 177-227
         Realtycorp International Group LC
         and American Capitol Insurance
         Company

11       Statement re computation of per      *2000 Annual Report to
         share earnings                          Stockholders, page 14

13       2000 Annual Report to Stockholders    Pages 10-41

22       Subsidiaries of the Registrant        Page 42

_______________________________________________________
* Exhibit is incorporated by reference to the listed document.

(b)	Reports on Form 8-K:

No reports on Form 8-K were filed in the last quarter of the year ended
December 31, 2000.


			SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Acap Corporation

Date:  		March 26, 2001

By:


 /s/ William F. Guest
 ---------------------
William F. Guest
Chairman of the Board


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
date
indicated.

Date:  March 26, 2001

By:


  /s/ William F. Guest                /s/ John D. Cornett
----------------------------------   ---------------------------------------
William F. Guest                     John D. Cornett
Chairman of the Board, Director      Executive Vice President
 & President & Treasurer               (Principal Financial & Accounting
(Principal Executive Officer)                Officer)



 /s/ R. Wellington Daniels             /s/ C. Stratton Hill, Jr.
-----------------------------------  ---------------------------------------
R. Wellington Daniels                C. Stratton Hill, Jr.
Director                             Director

EXHIBIT 21


SUBSIDIARIES OF ACAP CORPORATION

Wholly owned subsidiary of Acap Corporation:

American Capitol Insurance Company (Texas)

Wholly owned subsidiaries of American Capitol Insurance Company:

Imperial Plan, Inc. (Texas)
Texas Imperial Life Insurance Company (Texas)