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

                                    FORM 10-Q/A
                                Amendment No. 1

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

For the period ended: March 31, 2001              Commission file number: 0-2047
                      --------------                                      ------

                     CAPITOL TRANSAMERICA CORPORATION (CTC)
      -----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    A Wisconsin Corporation                              39-1052658
    -----------------------               --------------------------------------
  (State or other jurisdiction           (I.R.S. Employer Identification Number)
of incorporation or organization)

       4610 University Avenue
          Madison, Wisconsin                                  53705-0900
- ---------------------------------------                 ----------------------
(Address of principal executive offices)                      (Zip Code)

  Registrant's telephone number, including area code:      (608) 231-4450
                                                           --------------


          Securities registered pursuant to Section 12 (g) of the Act:

                          COMMON STOCK, $1.00 PAR VALUE
--------------------------------------------------------------------------------
                                (Title of Class)

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  twelve  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 the number of shares of each issuer's class of common stock, as of the
                            latest practicable date:

                                At March 31, 2001

                          Common Stock, $1.00 Par Value

                               Issued:  11,560,789

                            Outstanding:  10,949,422

                                Explanatory Note
                                ----------------

This Amendment No. 1 to the Quarterly Report for the three month period ended
March 31, 2001 of Capitol Transamerica Corporation (the "Company") is being
filed by the Company to amend and restate Part I of the Quarterly Report for the
three month period ended March 31, 2001. In accordance with Rule 12b-15
promulgated under the Securities Exchange Act of 1934, as amended, the text of
the amended items is amended and restated in its entirety as set forth in
this Amendment No. 1.
<PAGE>
                       Securities and Exchange Commission
                       ----------------------------------

                                Washington, D.C.
                                ----------------

                                    Form 10-Q
                                    ---------


                                     Part I
                                     ------


Financial Information                                                     Page
- ---------------------                                                     ----

     Consolidated  Financial  Statements                                  3 - 7

     Notes  to  Consolidated  Financial  Statements                       8 - 10

     Management's Discussion and Analysis of Financial
        Condition and Results  of  Operations                            11 - 16

     Condensed  Statutory Financial
        Statements of Insurance Subsidiaries                               17




                                        2
<PAGE>
<TABLE>
<CAPTION>
                                          CAPITOL TRANSAMERICA CORPORATION
                                            CONSOLIDATED BALANCE SHEETS


                                                                           March 31,    December 31,    March 31,
                                                                              2001          2000           2000
                                                                          ------------  -------------  ------------
<S>                                                                       <C>           <C>            <C>
ASSETS
Investments:
   Available-for sale investment securities, at fair value:
       U.S. Government bonds (amortized cost $32,546, $33,930 and
          $38,138, respectively)                                          $     35,003  $      35,620  $     39,580
       State, municipal and political subdivision bonds (amortized cost
          $91,870,973, $84,236,165 and $78,143,564, respectively)           98,440,968     89,732,054    81,758,869
       Corporate bonds and notes (amortized cost $1,097,552,
          $1,099,888 and $1,121,747, respectively)                           1,072,902      1,074,137     1,092,529
       Equity securities:
          Common stock (cost $124,492,833, $123,504,211 and
             $128,276,077, respectively)                                   116,340,574    119,413,538   119,475,929
          Non-redeemable preferred stock (cost $5,844,152, $6,470,793
             and $5,440,942, respectively)                                   5,524,420      5,516,567     4,795,435
   Investment real estate, at cost, net of depreciation                     11,238,190     11,008,554    10,669,674
   Short-term investments, at cost which approximates fair value             1,463,551      5,587,306     3,927,544
                                                                          ------------  -------------  ------------
        Total Investments                                                  234,115,608    232,367,776   221,759,560

Cash                                                                         1,687,228      3,641,628     1,336,084
Accrued investment income                                                    2,179,448      1,953,466     1,981,287
Receivables from agents, insureds and others, less allowance for
     doubtful accounts of $530,000 for each period                          19,966,663     18,438,610    16,977,606
Balances due from reinsurers                                                 2,101,339      1,794,851       425,338
Funds held by ceding reinsurers                                                 47,000         47,000        40,000
Deferred insurance acquisition costs                                        14,035,441     13,726,372    13,064,396
Prepaid reinsurance premiums                                                 1,900,839      1,714,017     1,354,715
Due from securities brokers                                                     35,000      4,218,650       680,452
State income taxes recoverable                                                  58,111         32,263             -
Federal income taxes recoverable                                                     -         35,200             -
Deferred income taxes                                                        4,182,345      2,468,713     4,205,197
Other assets                                                                 2,780,382      2,819,506     2,747,846
                                                                          ------------  -------------  ------------
       Total Assets                                                       $283,089,404  $ 283,258,052  $264,572,481
                                                                          ============  =============  ============
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                         CAPITOL TRANSAMERICA CORPORATION
                                            CONSOLIDATED BALANCE SHEETS

                                                                        March 31,     December 31,     March 31,
                                                                          2001            2000           2000
                                                                      -------------  --------------  -------------
<S>                                                                   <C>            <C>             <C>
LIABILITIES
Policy liabilities and accruals:
     Reserve for losses                                               $ 48,373,798   $  52,231,685   $ 52,356,662
     Reserve for loss adjustment expenses                               25,691,370      25,749,288     23,389,541
     Unearned premiums                                                  47,321,210      45,587,586     40,802,756
                                                                      -------------  --------------  -------------
        Total Policy Liabilities and Accruals                          121,386,378     123,568,559    116,548,959
                                                                      -------------  --------------  -------------

Accounts payable                                                         4,248,151       4,203,407      3,834,071
Claim drafts outstanding                                                 4,687,687       4,927,097      2,161,240
Balances due to securities brokers                                       1,036,891          34,125        357,083
Balances due to reinsurers                                               5,162,084       4,097,368      2,061,545
Accrued premium taxes                                                      681,298         727,627        316,594
State income taxes payable                                                       -               -         91,197
Federal income taxes payable                                             1,376,945               -      1,759,336
                                                                      -------------  --------------  -------------
      Total Other Liabilities                                           17,193,056      13,989,624     10,581,066
                                                                      -------------  --------------  -------------

      Total Liabilities                                                138,579,434     137,558,183    127,130,025
                                                                      -------------  --------------  -------------

SHAREHOLDERS' INVESTMENT
Common stock ($1.00 par value, authorized 15,000,000 shares, issued
     11,560,789, 11,558,767 and 11,558,166 shares, respectively)        11,560,789      11,558,767     11,558,166
Paid-in surplus                                                         22,743,089      22,733,088     22,727,877
Accumulated other comprehensive (loss) income (net of deferred tax
     (benefit) expense of ($673,466), $149,425 and ($2,050,343),
     respectively)                                                      (1,250,723)        277,504     (3,807,783)
Retained earnings                                                      116,028,503     114,944,048    108,469,296
                                                                      -------------  --------------  -------------

Shareholders' Investment Before Treasury Stock                         149,081,658     149,513,407    138,947,556

Treasury stock (611,367, 549,867 and 351,928 shares, respectively,
     at cost)                                                           (4,571,688)     (3,813,538)    (1,505,100)
                                                                      -------------  --------------  -------------

      Total Shareholders' Investment                                   144,509,970     145,699,869    137,442,456
                                                                      -------------  --------------  -------------

      Total Liabilities and Shareholders' Investment                  $283,089,404   $ 283,258,052   $264,572,481
                                                                      =============  ==============  =============

Book Value Per Share                                                  $      13.20   $       13.23   $      12.26
                                                                      =============  ==============  =============

Shares Outstanding                                                      10,949,422      11,008,900     11,206,238
                                                                      =============  ==============  =============
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                        CAPITOL TRANSAMERICA CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME


                                                    For the Three Months
                                                       Ended March 31,
                                                  --------------------------
                                                      2001          2000
                                                  ------------  ------------
<S>                                               <C>           <C>
REVENUES
Premiums earned                                   $22,842,813   $20,666,549
Net investment income                               2,453,781     2,258,601
Realized investment (losses) gains                 (1,822,488)    1,046,508
Other revenues                                        126,218        71,404
                                                  ------------  ------------
    Total Revenues                                 23,600,324    24,043,062
                                                  ------------  ------------

LOSSES AND EXPENSES INCURRED
Losses incurred                                     9,633,350     5,928,036
Loss adjustment expenses incurred                   2,622,424     1,911,201
Underwriting, acquisition and insurance expenses    8,841,479     8,005,872
Increase in deferred insurance acquisition costs     (309,069)     (420,207)
Other expenses                                        359,823       343,877
                                                  ------------  ------------
    Total Losses and Expenses Incurred             21,148,007    15,768,779
                                                  ------------  ------------


Income Before Income Taxes                          2,452,317     8,274,283
                                                  ------------  ------------

Income tax expense (benefit):
    Current                                         1,442,586     2,728,463
    Deferred                                         (890,740)     (135,059)
                                                  ------------  ------------
                                                      551,846     2,593,404
                                                  ------------  ------------


Net Income                                        $ 1,900,471   $ 5,680,879
                                                  ============  ============

Per Share Data:

     Cash Dividends Declared                      $      0.08   $      0.07
                                                  ============  ============

     Earnings Per Share - Basic                   $      0.17   $      0.50
                                                  ============  ============

     Earnings Per Share - Diluted                 $      0.17   $      0.50
                                                  ============  ============
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT AND COMPREHENSIVE INCOME (LOSS)


                                               Common                                  Accumulated
                                               Stock                                     Other
                                             (Par Value     Paid-In    Comprehensive  Comprehensive     Retained    Treasury
                                               $1.00)       Surplus    Income (Loss)  Income (Loss)     Earnings     Stock
                                           ------------  -----------  -------------  -------------  -------------  ------------
<S>                                        <C>           <C>          <C>            <C>            <C>            <C>
Balance, January 1, 1999                    $11,529,376   $22,246,366             -   $ 18,019,545   $ 90,016,245     ($495,559)
 Comprehensive income (loss):
  Net income                                          -             -    16,712,463              -     16,712,463             -
                                                                       -------------
  Other comprehensive loss:
   Unrealized depreciation on available-
    for-salesecurities, net of deferred
    taxes                                             -             -   (16,662,277)             -              -             -
   Less: reclassification adjustment,
     net of tax of $2,864,435, for gain
     included in net income                           -             -    (5,319,666)             -              -             -
                                                                       -------------
    Other comprehensive loss                          -             -   (21,981,943)   (21,981,943)             -             -
                                                                       -------------
  Comprehensive loss                                  -             -    (5,269,480)             -              -             -
 Stock options exercised                          9,594        57,748             -              -              -       (26,534)
 Purchases and sales of treasury
  stock, net                                          -       290,424             -              -              -             -
 Cash dividends paid                                  -             -             -              -     (3,151,515)            -
                                            ------------  -----------  -------------  -------------  -------------  ------------
Balance, December 31, 1999                  $11,538,970   $22,594,538             -    ($3,962,398)  $103,577,193     ($522,093)
 Comprehensive income:
  Net income                                          -             -    14,453,317              -     14,453,317             -
                                                                       -------------
  Other comprehensive income:
   Unrealized appreciation on available-
    for-salesecurities, net of deferred
    taxes                                             -             -    11,913,380              -              -             -
   Less: reclassification adjustment,
     net of tax of $2,546,352, for gain
     included in net income                           -             -    (7,673,478)             -              -             -
                                                                       -------------
    Other comprehensive income                        -             -     4,239,902      4,239,902              -             -
                                                                       -------------
  Comprehensive income                                -             -    18,693,219              -              -             -
 Stock options exercised                         19,797       138,550             -              -              -       (76,250)
 Stock-based compensation                             -             -             -              -         25,476             -
 Purchases and sales of treasury
  stock, net                                          -             -             -              -              -    (3,215,195)
 Cash dividends paid                                  -             -             -              -     (3,111,938)            -
                                            ------------  -----------  -------------  -------------  -------------  ------------
Balance, December 31, 2000                  $11,558,767   $22,733,088             -   $    277,504   $114,944,048   ($3,813,538)
 Comprehensive income (loss):
  Net income                                          -             -     1,900,471              -      1,900,471             -
                                                                       -------------
  Other comprehensive loss:
   Unrealized depreciation on available-
    for-sale securities, net of
    deferred taxes                                    -             -    (2,712,844)             -              -             -
   Less: reclassification adjustment,
    net of tax of $637,871, for gain
    included in net income                            -             -     1,184,617              -              -             -
                                                                       -------------
    Other comprehensive loss                          -             -    (1,528,227)    (1,528,227)             -             -
                                                                       -------------
  Comprehensive loss                                  -             -       372,244              -              -             -
 Stock options exercised                          2,022        10,001             -              -              -             -
 Stock-based compensation                             -             -             -              -         62,195             -
 Purchases and sales of treasury
  stock, net                                          -             -             -              -              -      (758,150)
 Cash dividends paid                                  -             -             -              -       (878,211)            -
                                            ------------  -----------  -------------  -------------  -------------  ------------
Balance, March 31, 2001                      $11,560,789  $22,743,089             -    ($1,250,723)  $116,028,503   ($4,571,688)
                                            ============  ===========  =============  =============  =============  ============
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                             CAPITOL TRANSAMERICA CORPORATION
                                           CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                             Year-to-date
                                                                               -------------------------------------------
                                                                                March 31,     December 31,    March 31,
                                                                                   2001           2000           2000
                                                                               ------------  --------------  ------------
<S>                                                                            <C>           <C>             <C>
Cash flows provided by (used for) operating activities:
- -------------------------------------------------------
     Net Income                                                                $ 1,900,471   $  14,453,317   $ 5,680,879
     Adjustments to reconcile net income to net cash provided by (used
          for) operating activities:
               Depreciation                                                        302,678       1,215,024       270,830
               Realized investment gains                                         1,822,488     (11,805,350)   (1,046,508)
               Change in:
                    Deferred insurance acquisition costs                          (309,069)     (1,082,183)     (420,207)
                    Unearned premiums                                            1,733,624       6,133,329     1,348,499
                    Accrued investment income                                     (225,982)        (25,565)      (53,386)
                    Receivables from agents, insureds and others                (1,528,053)     (3,545,963)   (2,084,959)
                    Balances due to/from reinsurers                                754,663         149,564       153,792
                    Reinsurance recoverable on paid and unpaid losses                3,565         683,248        12,710
                    Funds held by ceding reinsurers                                      -          (7,000)            -
                    Income taxes payable/recoverable                             1,386,297         618,777     2,536,773
                    Deferred income taxes                                         (890,741)       (598,340)     (135,056)
                    Due to/from securities brokers                               5,186,416      (3,545,389)      315,767
                    Prepaid reinsurance premiums                                  (186,822)       (426,390)      (67,088)
                    Other assets                                                    (3,006)       (707,858)     (677,371)
                    Reserve for losses and loss adjustment expenses             (3,915,805)        724,781    (1,509,989)
                    Accounts payable                                              (194,666)      3,324,905       189,712
                    Accrued premium taxes                                          (46,329)        388,764       (22,269)
                                                                               ------------  --------------  ------------
                         Net cash provided by operating activities               5,789,729       5,947,671     4,492,129
                                                                               ------------  --------------  ------------

Cash flows provided by (used for) investing activities:
- -------------------------------------------------------
     Proceeds from sales of available-for-sale securities                          895,770      26,278,568     2,599,193
     Purchases of available-for-sale securities                                 (7,797,800)    (26,716,842)   (6,815,685)
     Maturities of available-for-sale securities                                   851,766       4,053,867     1,724,072
     Purchases of depreciable assets                                              (131,722)       (782,511)     (124,812)
                                                                               ------------  --------------  ------------
                         Net cash (used for) provided by investing activities   (6,181,986)      2,833,082    (2,617,232)
                                                                               ------------  --------------  ------------

Cash flows (used for) provided by financing activities:
- -------------------------------------------------------
     Cash dividends paid                                                          (878,211)     (3,111,938)     (788,776)
     Stock options exercised                                                        12,003          45,273        76,285
     Net cost of purchase of treasury stock                                       (695,935)     (3,152,895)     (906,757)
                                                                               ------------  --------------  ------------
                         Net cash used for financing activities                 (1,562,143)     (6,219,560)   (1,619,248)
                                                                               ------------  --------------  ------------

Net (decrease) increase in cash                                                 (1,954,400)      2,561,193       255,649
Cash, beginning of period                                                        3,641,628       1,080,435     1,080,435
                                                                               ------------  --------------  ------------
Cash, end of period                                                            $ 1,687,228   $   3,641,628   $ 1,336,084
                                                                               ============  ==============  ============

Cash paid during the period for:
     Income taxes                                                              $ 1,024,021   $   4,856,364   $ 1,713,260
                                                                               ============  ==============  ============
</TABLE>


                                        7
<PAGE>
                        CAPITOL TRANSAMERICA CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

(1)  Basis  of  Presentation
    -----------------------
     The  condensed financial statements included herein of Capitol Transamerica
     Corporation  (the  "Company"), other than the Consolidated Balance Sheet at
     December  31,  2000,  and  the  Consolidated  Statement  of  Shareholders'
     Investment  and  Comprehensive Income (Loss) and the Consolidated Statement
     of  Cash  Flows  as of December 31, 2000, have been prepared by the Company
     without  audit, pursuant to the rules and regulations of the Securities and
     Exchange  Commission. Certain information and footnote disclosures normally
     included  in  financial  statements  prepared in accordance with accounting
     principles  generally  accepted in the United States have been condensed or
     omitted  pursuant  to  such  rules  and  regulations.

     Although  the  Company  believes  the  disclosures are adequate to make the
     information  presented not misleading, it is suggested that these condensed
     financial  statements  be read in conjunction with the financial statements
     and  the notes thereto included in the Company's 2000 annual report on Form
     10-K.


(2)  Earnings  Per  Share
     --------------------
     Basic earnings per share is computed by dividing net income by the weighted
     average  number  of  shares of stock outstanding during the period. Diluted
     earnings  per  share  is  computed  by  dividing net income by the weighted
     average  number of shares of common stock and common stock equivalents from
     options  outstanding.  The  following  table  sets forth the computation of
     basic  and  diluted  earnings  per  share  (EPS):
<TABLE>
<CAPTION>
                                                                  March 31,   December 31,    March 31,
                                                                    2001          2000          2000
                                                                 -----------  -------------  -----------
<S>                                                              <C>          <C>            <C>
Numerator:
- ----------
   Consolidated net income                                       $ 1,900,471  $  14,453,317  $ 5,680,879
                                                                 ===========  =============  ===========
Denominator:
- ------------
   Basic EPS - weighted average shares of common stock            11,050,244     11,124,074   11,257,512
   Effect of dilutive securities - unexercised stock options          46,698         34,388       37,721
                                                                 -----------  -------------  -----------
   Diluted EPS - weighted average shares of common
              stock and unexercised stock options                 11,096,942     11,158,462   11,295,233
                                                                 ===========  =============  ===========
</TABLE>
(3)  Comprehensive  Income  (Loss)
     -----------------------------
     Comprehensive  income  (loss)  is defined as net income plus or minus other
     comprehensive  income  (loss),  which  for  the  Company,  under  existing
     accounting  standards,  includes unrealized gains and losses, net of income
     tax  effects,  on  certain  investments  in  debt  and  equity  securities.
     Comprehensive  income (loss) is reported by the Company in the Consolidated
     Statements  of  Shareholders'  Investment  and Comprehensive Income (Loss).

(4)  Income  Taxes
     -------------
     Deferred  income  taxes reflect the net tax effect of temporary differences
     between  the  carrying  amounts  of  assets  and  liabilities for financial
     statement  purposes  and  the  corresponding  amounts  used  for income tax
     reporting.

(5)  Common  Stock  Options
     ----------------------
     There  were 2,022 options exercised during the three months ended March 31,
     2001  compared  to  19,196  options exercised during the three months ended
     March  31,  2000. For further information regarding stock options, refer to
     Note  6  of  the Notes to the Consolidated Financial Statements included in
     the  Company's  2000  annual  report.

                                        8
<PAGE>
(6)  Dividends
     ---------

     2001
     ----
     On  February  27,  2001,  a cash dividend of $.08 per share was declared to
     shareholders  of record March 9, 2001 and paid March 23, 2001 in the amount
     of  $878,211.

     2000
     ----
     On  November  21,  2000,  a cash dividend of $.07 per share was declared to
     shareholders  of  record December 8, 2000 and paid December 20, 2000 in the
     amount  of  $773,304.

     On  September  5,  2000,  a cash dividend of $.07 per share was declared to
     shareholders  of  record  September 15, 2000 and paid September 26, 2000 in
     the  amount  of  $773,993.

     On  May  30,  2000,  a  cash  dividend  of  $.07  per share was declared to
     shareholders  of  record June 16, 2000 and paid June 28, 2000 in the amount
     of  $775,865.

     On  February  18,  2000,  a cash dividend of $.07 per share was declared to
     shareholders of record March 10, 2000 and paid March 23, 2000 in the amount
     of  $788,776.


(7)  Investments
     -----------
     The  Company's  fixed  maturities  and  equity securities are classified as
     available-for-sale  and,  accordingly,  are  carried  at  fair  value, with
     unrealized  gains  (losses)  reported  as  a  separate  component  of  the
     shareholders'  investment,  net  of  taxes. The cost of fixed maturities is
     adjusted  for  the  amortization  of premiums and accretion of discounts to
     maturity. Fixed maturities and equity securities deemed to have declines in
     value  that are other than temporary are written down through the statement
     of  income  to  carrying  values  equal  to  their  estimated  fair values.

     Investment  real estate is carried at cost, net of accumulated depreciation
     of  $1,722,517,  $1,595,693  and $1,274,060 at March 31, 2001, December 31,
     2000  and March 31, 2000, respectively. Real estate is depreciated over the
     useful  life  of  the  asset.

     The  cost  of  investments  sold  is  determined  under  the  specific
     identification  method.


(8)  Contingent  Liabilities
     -----------------------
     The  Company  is a defendant in certain lawsuits involving complaints which
     demand  damages  and  recoveries for claims and losses allegedly related to
     risks  insured  by  the Company. Management's opinion is that such lawsuits
     are  a result of the ordinary course of business in the insurance industry.
     The  reserve  for  losses  includes  management's estimates of the probable
     ultimate  cost  of  settling  all  losses  involving  lawsuits.


                                        9
<PAGE>
(9)  Industry  Segment  Disclosures
     ------------------------------
     The Company has three business segments, which are segregated based on the
     types of products and services provided. The segments are (1) property and
     casualty, (2) fidelity and surety, and (3) reinsurance assumed operations.
     These segments constitute 100% of the operations of the Company. Data for
     each segment as required for interim reporting follows in the table below.
     In analyzing this information, keep the following discussion in mind. The
     reconciliation items to get to the consolidated GAAP basis come from two
     sources: investment income on capital and surplus and intercompany
     eliminations (management fees for intercompany services provided and
     dividend income on stock held by affiliates). Specifically, revenues are
     adjusted for investment income from capital and surplus, and intercompany
     eliminations for management fees from intercompany service agreements and
     intercompany dividends. Pre-tax profit is adjusted for the net effect of
     the amounts in revenues along with intercompany eliminations for management
     fees from expense items (loss adjustment and underwriting expenses).

<TABLE>
<CAPTION>
                                                              Year-to-date
                                              -------------------------------------------
                                                March 31,      December 31,    March 31,
                                                   2001            2000          2000
                                              --------------  --------------  -----------
<S>                                           <C>             <C>             <C>
    Total Revenues:
        Property & Casualty                   $  18,337,935   $  75,061,599   $17,195,635
        Fidelity & Surety                         4,748,203      21,451,988     4,754,952
        Reinsurance Assumed                          51,544         990,865       152,475
                                              --------------  --------------  -----------
              Total                           $  23,137,682   $  97,504,452   $22,103,062
                                              ==============  ==============  ===========

    Before-tax Profit (Loss):
        Property & Casualty                   $   1,638,804   $   4,948,274   $ 2,982,772
        Fidelity & Surety                          (743,957)       (410,132)    2,044,964
        Reinsurance Assumed                       1,001,038       2,362,652     1,023,635
                                              --------------  --------------  -----------
              Subtotal                        $   1,895,885   $   6,900,794   $ 6,051,371
        Reconciliation to Consolidated GAAP:
            Capital & Surplus                     2,584,012      12,064,331     1,821,154
            Inter-company adjustments            (2,027,580)        353,136       401,758
                                              --------------  --------------  -----------
    Consolidated Net Income Before Tax        $   2,452,317   $  19,318,261   $ 8,274,283
                                              ==============  ==============  ===========
</TABLE>


                                        10
<PAGE>
      MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF
                                   OPERATIONS


OVERVIEW
--------
Capitol  Transamerica  Corporation  (the  "Company")  is  an  insurance  holding
company,  which operates in 37 states and writes, through its subsidiaries, both
property-casualty  and  fidelity-surety insurance. The property-casualty segment
accounts for approximately 77% of the business written while the fidelity-surety
segment  accounts  for  approximately  23%  of  the  business.

The  underwriting  cycles  of the property-casualty insurance industry have been
characterized  by peak periods of adequate rates, underwriting profits and lower
combined  ratios,  with  the  down  side  of  the  cycles being characterized by
inadequate  rates,  underwriting losses and higher combined ratios. The adequacy
of  premium rates is affected primarily by the severity and frequency of claims,
which, in turn, are affected by natural disasters, regulatory measures and court
decisions, which continue to uphold the "deep pocket" theory in awarding against
insurance  companies.  Unfortunately  for  the  insurance industry, the trend of
increasing  price  competition  has  continued  as has the number of significant
natural  disasters. This combination has resulted in a considerable reduction in
underwriting  profitability  for  the  industry  as  a  whole.

Adequate  premium  rates  continue  to  be  a  concern  for  the Company and the
property-casualty  insurance industry as a whole. Management feels strongly that
rate  regulators  have  been slow to adjust rates in response to increased claim
costs  from  the  factors  noted  above.  This,  when  combined  with  increased
competition  in  the  Company's  niche  market,  has  presented an unprecedented
challenge  to  management.  The  Company  has  responded  to this challenge with
increased  marketing  efforts as well as the addition of innovative programs and
alliances  that  should  position  the  Company  for  continued  expansion  and
profitability.


OPERATING  RESULTS
------------------
Total revenues decreased by approximately $442,738, or approximately 2%, for the
three months ended March 31, 2001 compared to the same period in 2000 due
primarily to realized investment losses. Underwriting income decreased by
approximately $3.1 million for the three months ended March 31, 2001 compared to
the same period in 2000 due primarily to increased loss and loss adjustment
expenses. Net income decreased to $1.9 million for the three months ended March
31, 2001 compared to $5.7 million for the same period in 2000. A more detailed
analysis of the Company's results of operations follows.

Premiums written are earned and recognized as revenues after a reduction for
reinsurance ceded and after establishing a provision for the pro rata unearned
portion of the premiums written. The following table illustrates the premiums
for the three months ended March 31, 2001 compared to the three months ended
March 31, 2000 and the twelve months ended December 31, 2000.

<TABLE>
<CAPTION>
                                                                   Three Months             Twelve Months
                                     Three Months Ended               Ended                     Ended
                                       March 31, 2001             March 31, 2000          December 31, 2000
      --------------------------- -------------------------- ------------------------- -------------------------
<S>                                             <C>                       <C>                      <C>
      Gross Premiums Written                    $27,573,255               $23,364,959              $102,110,215
      Reinsurance Ceded                           3,183,640                 1,416,999                 8,218,433
      --------------------------- -------------------------- ------------------------- -------------------------
      Net Premiums Written                      $24,389,615               $21,947,960               $93,891,782
      =========================== ========================== ========================= =========================
      Net Premiums Earned                       $22,842,813               $20,666,549               $88,184,842
      =========================== ========================== ========================= =========================
      Net Unearned Premium
      Reserve                                   $47,321,210               $40,802,756               $45,587,586
      =========================== ========================== ========================= =========================
</TABLE>

                                       11
<PAGE>

In 1998 and 1999, the Company established new underwriting standards. With new
underwriting standards in place, the Company began to increase the gross
premiums written in late 1999 and throughout 2000. For the three months ended
March 31, 2001 compared to the same period in 2000, the Company reduced its
gross written premiums in the fidelity-surety bond market by approximately 11%
due almost entirely to decreases in volume. The Company increased its gross
written premiums in the property-casualty market by approximately 24%, of which
approximately 10% of the increase in gross written premiums was due to rate
increases with the remainder coming from volume increases. For the three months
ended March 31, 2001 compared to the same period in 2000, the Company increased
its gross written premiums across all lines by approximately 17.0%, of which
approximately 8% is attributable to rate increases with the remainder being due
to volume increases.

For the three months ended March 31, 2001, the fidelity-surety loss and loss
adjustment expense ratio was 63.7% of net earned premium compared to 13.5% of
net earned premiums for the same period in 2000. This increase is due to two
factors. First, the ratio for the three months ended March 31, 2000 is low
compared to the Company's history of approximately 55% of net premiums earned,
and, second, claims from one specific bonded contractor accounted for
approximately 33% of the fidelity-surety losses and loss adjustment expenses for
the three months ended March 31, 2001. To prevent additional losses, the Company
has stopped writing new bonds with this contractor as well as canceling the
agents responsible for the production of this and other unprofitable business.
Had the fidelity-surety losses discussed above not occurred, the Company's
fidelity-surety loss and loss adjustment expense ratio would have been 55% and
its overall loss and loss adjustment expense ratio would have been 53%.

Operating expenses remained relatively constant for the three months ended March
31, 2001 compared to the same period in 2000 climbing slightly from a ratio of
38.0% to 38.4%. The deferred acquisition costs reduced the operating expenses
1.4% of net premiums earned for the three months ended March 31, 2001 compared
to a reduction of 2.0% of net earned premiums for the three months ended March
31, 2000. This reduction is due primarily to two factors. First, the increase in
deferred acquisition costs, which is a reduction of operating expenses, is
$111,138 less for the three months ended March 31, 2001 compared to the same
period last year. Second, the net earned premiums grew by over $2 million
compared to the same period in 2000.

The Company regularly reviews its calculation of deferred acquisition costs to
ensure that the portion of underwriting expenses that should be deferred
appropriately matches the premiums that have yet to be earned. As a result of
this analysis, the Company determined that the amount of resources, such as
salaries and rent, allocable to the premiums yet to be earned needed to be
adjusted downward because the amount of resources used to produce this business
compared to the prior year is less when taken in conjunction with the resources
used for the remainder of the Company's operations. This downward adjustment,
when coupled with the higher premiums, caused the lower ratio applicable to the
deferred acquisition costs described above.

The Company's operating results from underwriting operations can be measured by
the combined loss, loss adjustment expense and operating expense ratios
determined in accordance with generally accepted accounting principles ("GAAP").
Under GAAP, the loss, loss adjustment expenses and operating expenses are all
stated as a ratio of net premiums earned. The combined ratio is useful because
it shows the operating profitability of the Company excluding income from
investment-related activities. In other words, it reflects the profitability of
the insurance operations.

A combined ratio greater than 100% means the Company's insurance operations are
operating at a loss, which the Company believes is typical on average for the
insurance industry in recent years. This, however, does not mean the Company is
losing money, because investment income and realized investment gains are also
included in the determination of net income. Conversely, if the Company's
combined ratio is less than 100%, the insurance operations are operating at a
gain. The combined ratio should not be considered in isolation from or as a
substitute for net income, cash flows from operating activities or other
combined income or cash flow data prepared in accordance with GAAP or as a
measure of overall profitability or liquidity. The following table depicts the
Company's combined ratios for the three months ended March 31, 2001 compared
with the same period in 2000 and the year ended December 31, 2000 broken down
into its loss and operating expense components on a GAAP basis.

                                       12
<PAGE>
<TABLE>
<CAPTION>
                                     Three Months                Three Months            Twelve Months Ended
                                        Ended                       Ended                    December 31,
                                   March 31, 2001                March 31, 2000                   2000
----------------------------- --------------------------- --------------------------- ---------------------------
<S>                                      <C>                         <C>                         <C>
Loss & Loss Adjustment Exp.              53.7%                       37.9%                       65.2%
Operating Expenses                       38.4%                       38.0%                       36.7%
----------------------------- --------------------------- --------------------------- ---------------------------
Combined Ratio                           92.1%                       75.9%                      101.9%
============================= =========================== =========================== ===========================
</TABLE>

Investment income has been increasing due to the Company concentrating on
investing in the fixed maturities market, most notably in tax-exempt municipal
bonds. The relationship of the increase in investment in fixed maturities and
net investment income is illustrated in the table below:

<TABLE>
<CAPTION>
                                                   Three Months           Three Months        Twelve Months Ended
                                                       Ended                  Ended              December 31,
                                                  March 31, 2001          March 31, 2000              2000
---------------------------------------------- ---------------------- ---------------------- ----------------------
<S>                                                  <C>                   <C>                    <C>
Fixed Maturities (at amortized cost)                 93,001,071            79,303,449             85,369,980
---------------------------------------------- ---------------------- ---------------------- ----------------------
Net Investment Income                                 2,453,781             2,258,601              9,163,062
============================================== ====================== ====================== ======================
</TABLE>

The Company sells investments, and, thus, realizes investment gains, when it is
advantageous to the Company within the marketplace. The investment gains
realized, or market value of the investments sold compared to the Company's cost
of those investments, fluctuates with both the market conditions when the
investment is sold and the Company's management of its portfolio. Additionally,
under FASB Statement 115, the Company absorbed $2.0 million in realized losses
for the three months ended March 31, 2001 for "other-than-temporary" market
value adjustments for certain securities held in its portfolio. No such
adjustments were made during the same period during 2000. Management continues
to monitor its investment portfolio for other securities that could potentially
fall into this category in the future. Had the FASB 115 losses not occurred, the
Company's realized gains would have amounted to $0.2 million for the three
months ended March 31, 2001 compared to $1.0 million for the same period in 2000
and $11.8 million for the full year of 2000.

The Company's income tax expense has decreased from $2.6 million for the three
months ended March 31, 2000 to $0.6 million for the same period in 2001 for two
reasons. First, income from underwriting operations has decreased, and, second,
the Company's increased investment in municipal bonds has decreased the amount
of taxable income.


                                       13
<PAGE>

REINSURANCE
-----------
The  Company  follows the customary practice of reinsuring with other companies,
i.e.,  ceding  a  portion  of  its exposure on the policies it has written. This
program  of  reinsurance permits the Company greater diversification of business
and  the  ability  to  write  larger  policies  while limiting the extent of its
maximum  net  loss.  It  provides  protection  for the Company against unusually
severe  occurrences  in which a number of claims could produce a large aggregate
loss.  Management  continually  monitors  the  Company's  reinsurance program to
obtain  protection  that  should be adequate to ensure the availability of funds
for  losses  while  maintaining  future  growth.

NET  INVESTMENT  INCOME  AND  REALIZED  GAINS
- ---------------------------------------------
The  Company's  fixed  maturities  and  equity  securities  are  classified  as
available-for-sale  and  are  carried  at  fair  value. The unrealized gains and
losses,  net  of  tax,  are  reported as "Accumulated Other Comprehensive Income
(Loss)"  in  the  equity  portion  of  the  balance  sheet.

Interest and Dividend Income: Interest on fixed maturities is recorded as income
when  earned  and  is  adjusted  for  any  amortization  of  purchase premium or
accretion  of discount. Dividends on equity securities are recorded as income on
ex-dividend  dates.

<TABLE>
<CAPTION>
                                                      March 31,     December 31,     March 31,
  Investments                                           2001            2000           2000
- --------------------------------------------------  -------------  --------------  -------------
<S>                                                 <C>            <C>             <C>
       Invested Assets                              $234,115,608   $ 232,367,776   $221,759,560
       Net Investment Income                           2,453,781       9,163,062      2,258,601
       Percent of Return to Average Carrying Value           4.2%            4.0%           4.0%
       Realized (Losses) Gains                        (1,822,488)     11,805,350      1,046,508
       Change in Unrealized (Losses) Gains            (1,528,227)      4,239,902        154,615
- --------------------------------------------------  -------------  --------------  -------------
</TABLE>

The  net  unrealized  loss  of  $1.5  million for the first three months of 2001
consists  of  a  $0.7  million  unrealized  gain  on fixed maturities and a $2.2
million  unrealized loss on the Company's equity portfolio. Management has begun
to  increase  its  tax-free bond holdings and de-emphasize the equity portfolio,
but  is  optimistic  that  the  recent  downturn  in  the  value  of  its equity
investments  is temporary and that the current market conditions will provide an
even  greater  opportunity  to  invest and build shareholder value over the long
term.

For the three months ended March 31, 2001, net investment income increased from
$2.3 million to $2.5 million, or 8.6%, over the same period last year. The
Company holds a large percentage of equity investments, which results in a
comparatively lower rate of return on invested assets than other
property-casualty insurance companies.

Please see the Operating Results section for a discussion of the losses absorbed
in 2001 for "other-than-temporary" investment losses under FASB Statement 115.

INCOME  TAXES
-------------
Income  tax expense is based on income reported for financial statement purposes
and  tax  laws  and  rates  in  effect for the years presented. Deferred federal
income  taxes  arise  from  timing differences between the recognition of income
determined for financial reporting purposes and income tax purposes. Such timing
differences are related principally to the deferral of policy acquisition costs,
the  recognition of unearned premiums and the discounting of claims reserves for
tax  purposes.  Deferred taxes are also provided on unrealized gains and losses.
Also  of  note is that the Company's effective income tax rate tends to be lower
than  most  companies  because  of  the  high concentration of investment income
related  to  tax-free  municipal  bonds.

                                       14
<PAGE>
LOSS  RESERVES
--------------
Reserves  for  losses  and  loss  adjustment expenses reflect the Company's best
estimate  of the liability for the ultimate cost of reported claims and incurred
but  not  reported  (IBNR)  claims  at the end of each period. The estimates are
based  on  past  claim  experience  and consider current claim trends as well as
social  and  economic  conditions.  The  Company's  reserves for losses and loss
adjustment  expenses  were  $74.1  million  at March 31, 2001, compared to $75.7
million  at March 31, 2000. These reserves remain relatively constant due to the
Company  having a high level of loss and loss adjustment expense payments during
the  first  quarter  compared  to  the first quarter of last year, $15.9 million
compared  to  $9.0 million. Management continues to closely monitor the loss and
loss  adjustment expense reserves to assure adequate recognition of the ultimate
liability  for  claims  and  claims expenses. Management recognizes that this is
especially  important  in  light  of today's climate whereby the Company has had
increased  premium volume and larger than expected contract bond payments in the
Florida  and  Texas  markets.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------
Liquidity  refers  to  the  Company's ability to meet obligations as they become
due. The obligations and cash outflows of the Company include claim settlements,
acquisition  and  administrative expenses, investment purchases and dividends to
shareholders.  In  addition  to satisfying obligations and cash outflows through
premium  collections, there are cash inflows obtained from interest and dividend
income,  and  maturities  and  sales  of  investments. Because cash inflows from
premiums are received in advance of the cash outflows required to settle claims,
the  Company accumulates funds, which it invests pending liquidity requirements.
Therefore,  investments  represent the majority (82.7%, 82.0% and 83.8% at March
31,  2001,  December 31, 2000 and March 31, 2000, respectively) of the Company's
assets.  Cash  outflows  can  be  unpredictable  for two reasons: first, a large
portion  of  liabilities  representing  loss reserves have uncertainty regarding
settlement  dates;  and second, there is a potential for losses occurring either
individually  or  in  the aggregate. As a result, the Company maintains adequate
short-term  investment  programs  necessary to ensure the availability of funds.
The  investment  programs  are  structured  so that a forced sale liquidation of
fixed maturities should not be necessary during the ordinary course of business.
The  Company  has  no  material  capital  expenditure  requirements.

SEGMENT INFORMATION
-------------------
The Company has three business segments, which are segregated based on the types
of products and services provided. These segments are (1) property and casualty,
(2) fidelity and surety and (3) reinsurance assumed operations. These segments
constitute 100% of the operations of the Company. The Company maintains and
monitors its segment information on a statutory basis. Financial data by
segment, including a reconciliation to consolidated GAAP basis is in footnote 9
to the Financial Statements for the three month periods ended March 31, 2001 and
2000 and the year ended December 31, 2000.

The property and casualty segment provides specialty commercial coverages for
beauty and barber shops, bowling alleys, contractors/manufacturers, day care
centers, restaurants, detective/guard agencies, golf courses and taverns. This
segment also provides nurses professional, deer hunters and sportsmen's
accident, and special event coverages. The fidelity and surety segment offers a
full range of surety and fidelity bonds, including contractor's payment and
performance bonds, license/permit bonds, fiduciary and judicial bonds, as well
as commercial fidelity bonds. The reinsurance assumed segment consists of active
reinsurance assumed and discontinued reinsurance assumed. The Company's
discontinued reinsurance assumed business involved providing reinsurance
coverage by assuming a portion of the risks underwritten by other insurance
companies and risk pools, including asbestos and environmental risks. Although
the Company withdrew from this reinsurance business in 1976, liability remains
for losses on policies written during the period in which it participated as a
reinsurer.

The Operating Results section discussed the premium growth as well as the loss
and loss adjustment expenses for the fidelity-surety and property-casualty lines
of business. The reinsurance assumed business had a net underwriting loss of
$25,000. Discontinued reinsurance assumed had an underwriting loss of $60,000
for the three months ended March 31, 2001, compared to underwriting income of
$871,000 for the same period in 2000. For the three months ended March 31, 2001,
the Company decreased IBNR reserves by $1 million after consultation with the
independent actuary retained by the Company to assess the adequacy of these
reserves. Had the Company not decreased these reserves, the Company would have
had an underwriting loss of $129,000, which is consistent with the amounts
reported for the comparable period in 2000. In addition to the discontinued
reinsurance assumed, the Company is involved in active reinsurance assumed
business, which has a minimal effect on the overall underwriting operations of
the Company, contributing underwriting income of $34,000 and $7,000 for the
three months ended March 31, 2001 and March 31, 2000, respectively.

Commissions and other underwriting expenses are allocated to the lines of
business based on premium volume and weighted average salaries by full-time
equivalent employees.

Investment income is allocated by line of business and capital and surplus based
on a complex formula that incorporates premium volume, reserves and surplus to
allocate among the different lines of business as well as to capital and
surplus.

Income taxes are allocated to the lines of business based on the effective tax
rates for the different items affecting income -investment income (dividends,
interest and capital gains) and underwriting income.

                                       15
<PAGE>
STATUTORY UNDERWRITING RESULTS
------------------------------

The financial statements of the insurance subsidiaries have been prepared in
accordance with accounting principles prescribed or permitted by insurance
regulatory authorities (statutory basis), which differ in certain respects from
accounting principles generally accepted in the United States. The Company's
underwriting results can be measured by the combined loss and expense ratios on
a statutory basis. Losses and loss adjustment expenses are stated as a ratio of
net premiums earned, while underwriting expenses are stated as a ratio of net
premiums written. See the Operating Results section for a discussion on the
significance of the combined ratios. The following table depicts the Company's
two subsidiary insurance companies' combined ratios on a statutory basis.

<TABLE>
<CAPTION>
                                       Three Months          Three Months       Twelve Months Ended
                                          Ended                  Ended              December 31,
                                     March 31, 2001          March 31, 2000              2000
---------------------------------- --------------------- ---------------------- ---------------------
<S>                                           <C>                   <C>                    <C>
Loss & Loss Adjustment Exp.                   53.8%                 38.1%                  65.4%
Underwriting Expense                          36.7%                 37.3%                  35.1%
---------------------------------- --------------------- ---------------------- ---------------------
Combined Ratio                                90.5%                 75.4%                 100.5%
================================== ===================== ====================== =====================
</TABLE>

The Company's combined ratios on a statutory basis continue to compare very
favorably with the industry average on a statutory basis, as indicated below.

<TABLE>
<CAPTION>
                                      Three Months                  Three Months          Twelve Months Ended
Combined Ratio                           Ended                          Ended                December 31,
                                       March 31,                   March 31, 2000                2000
                                          2001
--------------------------- --------------------------------- -------------------------- ----------------------
<S>                                    <C>                               <C>                       <C>
Company                                90.5%                             75.4%                     100.5%
Industry*                             N/A                               110.2%                     110.4%
--------------------------- --------------------------------- -------------------------- ----------------------
*The industry number for 2000 is the ratio for commercial carriers at September
30, 2000. The industry data is based upon the report published by Insurance
Services Offices, Inc. entitled "Property/Casualty Insurance Industry Financial
Results: Nine-Months 2000 Analysis" dated as of December 15, 2000.
</TABLE>


SAFE  HARBOR  STATEMENT
-----------------------
Some  of  the statements in this report, as well as statements by the Company in
periodic  press  releases and oral statements made by the Company's officials to
analysts  and  shareholders  in  the  course of presentations about the Company,
constitute  "forward-looking  statements"  within  the  meaning  of  the Private
Securities  Litigation  Reform  Act  of  1995.  Such  forward-looking statements
involve  known  and  unknown  risks,  estimates subject to change circumstances,
uncertainties  and  other factors that may cause the actual results, performance
or  achievements  of  the  Company  to  be  materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements.


                                       16
<PAGE>
<TABLE>
<CAPTION>
                              INSURANCE SUBSIDIARY FINANCIAL STATEMENTS
                     STATUTORY BASIS AS REPORTED TO STATE REGULATORY AUTHORITIES

CAPITOL INDEMNITY CORPORATION
- -----------------------------                             March 31,     December 31,     March 31,
BALANCE SHEETS                                              2001            2000           2000
- ------------------------------------------------------  -------------  --------------  -------------
<S>                                                     <C>            <C>             <C>
ASSETS
     Cash and Invested Assets                           $220,343,950   $ 220,326,616   $208,966,442
     Other Assets                                         28,636,890      24,911,537     19,925,954
- ------------------------------------------------------  -------------  --------------  -------------
     Total Assets                                       $248,980,840   $ 245,238,153   $228,892,396
======================================================  =============  ==============  =============
LIABILITIES
     Reserves for Losses and Loss Adjustment Expenses   $ 76,486,936   $  80,127,074   $ 75,910,827
     Unearned Premiums                                    45,420,371      43,873,569     39,448,041
     Other Liabilities                                    13,372,670      13,320,126     17,075,160
- ------------------------------------------------------  -------------  --------------  -------------
     Total Liabilities                                   135,279,977     137,320,769    132,434,028
- ------------------------------------------------------  -------------  --------------  -------------
SURPLUS AS REGARDS POLICYHOLDERS
     Shareholders' Equity                                113,700,863     107,917,384     96,458,368
- ------------------------------------------------------  -------------  --------------  -------------
     Total Liabilities and Capital                      $248,980,840   $ 245,238,153   $228,892,396
======================================================  =============  ==============  =============
STATEMENTS OF INCOME
     Premiums Earned                                    $ 22,842,813   $  88,184,842   $ 20,666,549
     Underwriting Deductions                              20,924,007      90,802,716     16,230,102
- ------------------------------------------------------  -------------  --------------  -------------
     Net Underwriting Gain (Loss)                          1,918,806      (2,617,874)     4,436,447
- ------------------------------------------------------  -------------  --------------  -------------
     Investment Income Including Sales                       524,377      20,845,091      3,183,553
     Other Income                                            137,306         396,399         74,115
     Dividends to Policyholders                              347,365         489,085              -
     Income Tax Expense                                      560,313       5,131,195      2,551,857
- ------------------------------------------------------  -------------  --------------  -------------
     Net Income                                         $  1,672,811   $  13,003,336   $  5,142,258
======================================================  =============  ==============  =============

CAPITOL SPECIALTY INSURANCE CORPORATION
- ---------------------------------------
BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------
ASSETS
     Cash and Invested Assets                           $  4,576,422   $   4,474,294   $  4,309,467
     Other Assets                                            176,757         201,378        185,595
- ------------------------------------------------------  -------------  --------------  -------------
     Total Assets                                       $  4,753,179   $   4,675,672   $  4,495,062
======================================================  =============  ==============  =============
LIABILITIES
     Liabilities Other Than For Insurance Obligations          7,709           7,709          7,712
- ------------------------------------------------------  -------------  --------------  -------------
     Total Liabilities                                         7,709           7,709          7,712
- ------------------------------------------------------  -------------  --------------  -------------
SURPLUS AS REGARDS POLICYHOLDERS
     Shareholders' Equity                                  4,745,470       4,667,963      4,487,350
- ------------------------------------------------------  -------------  --------------  -------------
     Total Liabilities and Capital                      $  4,753,179   $   4,675,672   $  4,495,062
======================================================  =============  ==============  =============
STATEMENTS OF INCOME
     Underwriting Deductions                                   1,893           6,278          2,615
- ------------------------------------------------------  -------------  --------------  -------------
     Net Underwriting Gain                                    (1,893)         (6,278)        (2,615)
- ------------------------------------------------------  -------------  --------------  -------------
     Investment Income Including Sales                        51,401         249,300         71,322
     Income Tax Expense                                        3,348          10,634          7,714
- ------------------------------------------------------  -------------  --------------  -------------
     Net Income                                         $     46,160   $     232,388   $     60,993
======================================================  =============  ==============  =============
</TABLE>


                                       17
<PAGE>
                                   SIGNATURES
                                   ----------



Pursuant to the requirements of Section 13 or 15(d) of amendment to the
Securities and Exchange Act of 1934, the Company has duly caused this amendment
to report to be signed on its behalf by the undersigned thereunto duly
authorized on the 7th day of December, 2001.




          CAPITOL TRANSAMERICA CORPORATION



     By:  /s/ George A. Fait
          ---------------------------------------------
          George A. Fait
          Chairman of the Board and President



     By:  /s/ Paul J. Breitnauer
          ---------------------------------------------
          Paul J. Breitnauer
          Vice President and Treasurer



                                       18