`WASHINGTON, D.C. 20549


                AMENDMENT NO. 1 TO FORM 10-QSB


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

      ----      Transition Report Pursuant to Section 13 or 15(d)
      ----      of the Securities Exchange Act of 1934


For Quarter Ending         September 30, 2000
                     ---------------------------------------------------------
Commission File Number      333-24739
                       -------------------------------------------------------

                         STONEVILLE INSURANCE COMPANY
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        MISSISSIPPI                                 72-1341156
------------------------------------------------------------------------------
(State or other jurisdiction of              (I.R.S. Employer Identification
incorporation or organization)                Number)

633 NORTH STATE STREET, SUITE 200, JACKSON, MISSISSIPPI       39202-7817
------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

                              (601) 352-7817
------------------------------------------------------------------------------
              (Registrants telephone number, including area code)

                             NOT APPLICABLE
------------------------------------------------------------------------------
      (Former name, address and fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                        YES      X        NO
                             ---------        ----------


503,384 Common Shares were outstanding  as of September 30, 2000 for financial
statement purposes.

Transitional Small Business Disclosure format

YES                 NO
   -------             ---------`

# 1

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`STONEVILLE INSURANCE COMPANY

EXPLANATORY NOTE

Amendment No. 1 is being filed solely to correct the following:
     (1) The second and third paragraphs of Item 2 were based on an earlier draft of
the  balance  sheet and were not  updated  to  reflect  changes  in  reinsurance
recoverable  and loan  losses  and loan  adjustment  expenses  made in the final
balance sheet.  These  changes  had  corresponding  effects on total  assets and total
liabilities, but did not affect shareholders' equity.


                                      Unaudited Quarterly Financial Statements

                                                                                                         Page


                                      Consolidated Balance Sheets
                                           September 30, 2000 and December 31, 1999                        3

                                      Consolidated Statements of Income
                                          Six Months Ended September 30, 2000 and 1999                     4

                                      Changes in Shareholders Equity                                      5
                                          Six Months Ended September 30, 2000

                                      Consolidated Statements of Cash Flows                                6
                                           Six Months Ended September 30, 2000 and 1999

                                      Notes To Consolidated Financial Statements                           7

                                      Managements Discussion and Analysis                                 9`

# 2

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`PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

STONEVILLE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2000 and December 31, 1999

                                                                      September 30,               December 31,
                                                                            2000                      1999
                                                                     ---------------              ------------
Assets
Investments:
Securities available-for-sale at
fair value - amortized
 cost of $922,718 (2000) and $967,000 (1999)                             $922,825                    $961,939
Short-term investments, at cost which approximates market                 351,692                     351,692
                                                                        ---------                   ---------
Total Investments                                                       1,274,517                   1,313,631

Cash and Cash Equivalents                                               1,090,801                   1,062,290
Premiums receivable                                                       929,457                     622,228
Accounts receivable                                                       548,218                     309,081
Refundable income taxes                                                   171,505                     211,063
Reinsurance recoverable                                                   484,413                     573,676
Equipment, net of accumulated depreciation of
  $95,000 (2000) and $59,000 (1999)                                       178,002                     183,807
Deferred tax assets                                                        11,104                      62,849
Intangible assets, net of accumulated amortization of
  $52,500 (2000) and $30,000 (1999)                                       147,500                     170,000
Other                                                                     102,616                      29,621
                                                                        ---------                   ---------
Total Assets                                                           $4,938,133                  $4,538,246
                                                                        ---------                   ---------
                                                                        ---------                   ---------
Liabilities
Reserve for losses and loss adjustment expenses                        $1,414,533                  $1,258,463
Unearned premium                                                        1,245,917                     846,982
Funds advanced under reinsurance contracts                                158,843                     443,015
Accounts payable and accrued liabilities                                  245,671                     197,755
Capital lease obligations                                                   4,115                       6,953
                                                                        ---------                   ---------
Total Liabilities                                                       3,069,079                   2,753,168
                                                                        ---------                   ---------

Shareholders Equity
Common stock ($1 par value; 10,000,000 shares authorized;
  503,384 shares issued and outstanding)                                  503,384                     503,384
Retained earnings                                                       1,365,563                   1,284,625
Accumulated other comprehensive income -
  Unrealized gains (losses) on securities available for sale,
  net of income taxes (benefit) of ($0) (2000) and ($2,000) (1999)            107                      (2,931)
                                                                        ---------                   ---------
Total Shareholders Equity                                         1,869,054                   1,785,078
                                                                        ---------                   ---------

Total Liabilities and Shareholders Equity                        $4,938,133                  $4,538,246
                                                                        ---------                   ---------
                                                                        ---------                   ---------






See accompanying notes to financial statements.`

# 3

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`STONEVILLE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months and Nine Months Ended September 30, 2000 and 1999
(Unaudited)

                                                Three Months Ended                           Nine Months Ended
                                                   September 30                                 September 30
                                               ---------------------                       ---------------------
                                               2000             1999                       2000             1999
                                               ---------------------                       ---------------------
Revenues
Net premiums earned (less ceded
   amount of approximately $294,715 and
   $921,120 in 2000 and $151,926 and
   $304,700 in 1999)                         $500,887         $480,345                  1,505,644        1,250,277
Investment income                              38,526           23,852                     95,423           73,392
Gain on sale of securities                          0                0                          0            6,387
Administrative and management fees            559,372          342,117                  1,394,980          911,332
Other                                          47,345                0                    228,577           22,109
                                           ----------        ---------                 ----------       ----------

Total Revenues                              1,146,130          846,314                  3,224,624        2,263,497
                                           ----------        ---------                 ----------       ----------

Expenses
Loss and loss adjustment expenses             417,282          378,348                  1,183,749        1,038,415
Policy acquisition fees                        35,289           57,673                    116,431          119,021
Program administration fees                   110,261           59,961                    258,796          178,245
Regulatory fees                                32,987           28,278                     94,322           75,227
General expenses                              442,393          414,218                  1,438,643        1,187,975
                                           ----------        ---------                 ----------       ----------

Total Expenses                              1,038,212          938,478                  3,091,941        2,598,883
                                           ----------        ---------                 ----------       ----------

Income (Loss) before Income Taxes             107,918          (92,164)                   132,683         (335,386)

Provision (benefit) for income taxes           42,087          (34,823)                    51,745         (131,347)
                                           ----------        ---------                 ----------       ----------

Net Income (Loss)                              65,831          (57,341)                    80,938         (204,039)

Other Comprehensive Income, net
   of income tax effect -
   Unrealized gain (loss) on
     investments in securities                  2,547           (2,337)                     3,038          (16,925
  Reclassification of gains
     included in net income                         0                0                          0           (4,000)
                                           ----------        ---------                 ----------       ----------

Comprehensive Income (Loss)                    68,378          (59,678)                    83,976         (224,964)
                                           ----------        ---------                 ----------       ----------

Net Income (Loss) Per Share                     $0.13           $(0.11)                     $0.16           $(0.41)
                                           ----------        ---------                 ----------       ----------
                                           ----------        ---------                 ----------       ----------






See accompanying notes to financial statements.`

# 4

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`STONEVILLE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders Equity
For Periods Indicated

                                                                                             Accumulated
                                                                                               Other           Total
                                                       Common Stock            Retained    Comprehensive   Shareholders
                                                  Shares          Amount       Earnings        Income          Equity
Balance at December 31, 1998                     503,384           $503,384   $1,388,334       $23,335      $1,915,053
  Net loss                                                                      (103,709)                     (103,709)

  Net decrease in unrealized appreciation of
   securities available for sale                                                               (26,266)        (26,266)

Balance at December 31, 1999                     503,384           $503,384   $1,284,625       ($2,931)     $1,785,078

  Net income                                                                      80,938                        80,938

  Net increase in unrealized appreciation of
   securities available for sale                                                                 3,038           3,038


Balance at September 30, 2000                    503,384           $503,384   $1,365,563          $107      $1,869,054











See accompanying notes to financial statements.`

# 5

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`STONEVILLE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2000 and 1999


                                                              2000              1999
                                                         -----------         ----------
Cash Flows From Operating Activities
Premiums collected                                       $1,723,855          $1,013,468
Administrative and other income received                  1,152,154             780,985
Losses and loss adjustment expenses paid                   (758,299)           (729,989)
General insurance and administrative expenses paid       (2,228,370)         (1,481,556)
Income tax refund received                                   37,417              31,351
Investment income received                                   91,265              76,212
Interest paid                                                  (711)               (685)
                                                         -----------         ----------
Net Cash Provided by (Used by) Operating Activities          17,311            (310,214)
                                                         -----------         ----------

Cash Flows From Investing Activities
Proceeds from sales and maturities of securities
   available-for-sale                                        44,482             478,104
Purchase of available-for-sale securities                                      (246,394)
Capital expenditures                                        (30,444)           (212,127)
                                                         -----------         ----------
Net Cash Provided by (Used in) Investing Activities          14,038              19,583
                                                         -----------         ----------

Cash Flows From Financing Activities
Principal payments under capital lease obligations           (2,838)               (862)
                                                         -----------         ----------
Net Cash Used in Financing Activities                        (2,838)               (862)
                                                         -----------         ----------

Net Increase (Decrease) in Cash and
  Cash Equivalents                                           28,511            (291,493)

Cash and Cash Equivalents at Beginning of Period          1,062,290           1,222,322
                                                         -----------         ----------

Cash and Cash Equivalents at End of Period               $1,090,801            $930,829
                                                         -----------         ----------
                                                         -----------         ----------




See accompanying notes to financial statements.`

# 6

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`Stoneville Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements
Quarters Ended September 30, 2000 and 1999 (Unaudited)

1.       Basis of Presentation

         These interim consolidated financial statements have been prepared in accordance with
         the instructions to Form 10Q and do not include all of the information and note
         disclosures required by generally accepted accounting principles and must be
         read in conjunction with the 1999 annual statement. The accompanying financial
         statements have not been audited by independent accountants in accordance with
         generally accepted auditing standards, but in the opinion of management, the
         accompanying interim unaudited financial statements contain all adjustments
         necessary to summarize fairly the statement of financial position and results of
         operations of the Company for the interim periods.


2.       Consolidation of Subsidiaries

         In January, 1999, the Company formed Stoneville Service Company, Inc., a Mississippi
         corporation owned entirely by Stoneville Insurance Company.  Stoneville Service Company, Inc.
         provides claims and risk control services primarily to Arkansas groups that are self-funded
         for workers compensation purposes.

         In May, 1999, the Company acquired all of the outstanding stock of American
         Colonial Insurance Company, an Arkansas property and casualty insurance company.
         Immediately after the acquisition, the name was changed to Stoneville Insurance
         Company of Arkansas. The Company writes small premium workers compensation
         insurance in Arkansas and reinsures other workers compensation carriers on a
         limited risk basis. The Company also provides claims administration and program
         management services for these insurance programs through its Arkansas subsidiary.

         The accompanying financial statements present the Company and its subsidiaries,
         Stoneville Service Company, Inc. and Stoneville Insurance Company of Arkansas,
         on a consolidated basis. All material inter-company profits, transactions and
         balances have been eliminated.

3.       Operations of the Company

         The Company was formed to become the successor to the Delta Agricultural and
         Industrial Trust, a Mississippi self-funded workers compensation trust. The
         Company entered the workers compensation market in the first quarter of 1998 as
         a reinsurer and began direct writing of workers compensation insurance in
         the fourth quarter of 1998. In July, 1998, the Company began providing claims
         and risk control services as well as program management services to the
         insurance programs being reinsured by the Company. In January, 1999, the Company
         began providing claims and risk control services to Arkansas self-funded
         workers compensation groups through its newly formed subsidiary,
         Stoneville Service Company, Inc.

         The Company also began duplicating its Mississippi workers compensation
         programs in Arkansas through Stoneville Insurance Company of Arkansas in the
         third quarter of 1999.`

# 7

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`4.       Assets Pledged

         All of the $922,825 in securities available-for-sale and approximately $500,000 in
         cash is pledged collateral for letters of credit issued to an insurance carrier
         that the Company reinsures on a quota share basis. A claim may be made against
         the letter of credit if the ceding insurer is unable to pay claims from premiums
         collected by it.

5.       Reserve for Losses and Loss Adjustment Expenses

         The reserve for losses and loss adjustment expenses ("LAE") is based upon
         case reserve reports received from ceding insurance companies and the
         companys own estimates. Loss and LAE reserves also include estimates of
         incurred but not reported losses based on past experience modified for current
         trends and estimates of expenses for investigating and settling claims. It is
         the companys policy not to discount such reserves. Management believes
         that the reserve for loss and LAE as of September 30, 2000 is adequate to cover
         ultimate gross cost of losses and LAE incurred through September 30, 2000. The
         reserve is based on estimates of losses and LAE incurred and, therefore, the
         amount ultimately paid may be more or less than such estimates.

6.       Earnings (Loss) Per Share

         Earnings (loss) per common share is based on net income or (loss) and the weighted
         average number of shares outstanding during each interim period. The number of
         shares used in computing earnings per share is 503,384 for the quarter ended
         September 30, 2000 and 1999.`

# 8

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Total shareholders' equity increased by $83,976 or 4.7% from $1,785,078 at December 31, 1999 to $1,869,054 at
September 30, 2000. This increase in total shareholders' equity resulted from net income from operations of
$80,938 for the first nine months of 2000 and an unrealized gain on securities available-for-sale of $3,038.

Total assets increased by $399,887 or 8.8% at September 30, 2000 compared to December 31, 1999. This increase was
due to an increase in accounts receivable of $239,137, most of which were collected early in the fourth quarter
of 2000. Premium receivable increased by $307,229 due primarily to an increase in written premium for customers
choosing a deferred payment option. Cash and investments decreased a total of $10,603 during the nine months
ended September 30, 2000. Reinsurance recoverable decreased by $89,263, during the first nine months of 2000
compared to December 31, 1999.  Deferred tax assets decreased by $51,745 as a result of net operating income
during the nine months ended September 30, 2000.

Total liabilities increased by $315,911 or 11.5% at September 30, 2000 compared to December 31, 1999. This
increase was due primarily to an increase in reserve for losses and loss adjustment expenses of $156,070 and
an increase in unearned premium of $398,935.  Both of these liabilities increased as a result of increased
premium written and assumed during the first nine months of 2000.  Funds advanced under reinsurance contracts
decreased by $284,172 as a result of the payment of certain reinsurance obligations.

The Company experienced a net income of $65,831 during the
third quarter of 2000 compared to a net loss of $57,341 during the third quarter of 1999.  This increase in net income was due
primarily to fees generated in connection with the assumption of the insurance obligations of another workers compensation carrier
in early 2000 and to increased fee-based revenue.  Total revenue increased by $299,816 to $1,146,130 in the third
quarter of 2000 compared to $846,314 in the same period in 1999.

In the area of fee based services, which the Company has
emphasized over its risk taking activities during the last twelve months, administrative and management fees increased by $217,255
to $559,372 in the third quarter of 2000 compared to $342,117 in the same period in 1999.  The Company intends to continue
to focus on this line of business for the foreseeable future.

As a result of the Companys decision in mid 1999 to
reduce the amount of risk it retains on direct written insurance business, the Companys net premiums earned as a percentage of
direct business written has declined.  However, due to increased volume, net premiums earned increased from $480,345 in the third
quarter of 1999 to $500,887 in the third quarter of 2000. Losses and loss adjustment expenses were $417,282 during the third quarter
of 2000 compared to $378,348 in the same period in 1999.  Other expenses directly associated with the Companys insurance
programs totaled $178,537 during the third quarter of 2000 compared to $145,912 in the third quarter of 1999.  The Company plans to
continue its policy of retaining the smallest amount of risk possible on any direct insurance business it writes.

Investment income of the Company increased from $23,852 in
the third quarter of 1999 to $38,526 in the third quarter of 2000.  The increase in cash available for investment in the third
quarter of 2000 compared to the third quarter of 1999 was due to increased collections of fee-based income.

General expenses increased from $414,218 in the third
quarter of 1999 to $442,393 in the third quarter of 2000.  This increase in general expenses was due primarily to the costs
associated with the growth of the Companys claims administration operation.

The Company recorded an income tax provision for the
quarter ended September 30, 2000 in the amount of $42,087 compared to a tax benefit for the same quarter in 1999 of $34,823.

# 9

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The Company experienced a net income of $80,938 during the
first nine months of 2000 compared to a net loss of $204,039 during the same period in 1999.  The increase in net income was due
primarily to income generated in connection with the assumption of the insurance obligations of another workers compensation
carrier in early 2000 and an increase in the companys fee based income.  Total revenue increased by $961,127
to $3,224,624 in the first nine months of 2000 compared to $2,263,497 in the same period in 1999.

Administrative and management fees increased $483,648 to
$1,394,980 in the first nine months of 2000 compared to $911,332 in the same period in 1999.

Net premiums earned increased from $1,250,277 in the first
nine months of 1999 to $1,505,644 in the same period of 2000. Losses and loss adjustment expenses were $1,183,749 during the nine
months of 2000 compared to $1,038,415 in the same period in 1999.  Other expenses directly associated with the Companys
insurance programs totaled $469,549 during the first nine months of 2000 compared to $372,493 in the first
nine months of 1999.

Investment income of the Company increased from $73,392 in
the first nine months of 1999 to $95,423 in the first nine months of 2000.  The increase in cash available for investment in 2000
compared to 1999 was due to increased collections of fee-based income.

General expenses increased from $1,187,975 during the first
nine months of 1999 compared to $1,438,643 in the first nine months of 2000.  This increase in general expenses was due primarily to
the costs associated with the growth of the Companys claims administration operations.

The Company recorded an income tax provision for the nine
months ended September 30, 2000 in the amount of $51,745 compared to a tax benefit for the same period in 1999 of $131,347.

# 10

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`PART II: OTHER INFORMATION

Item 6  Exhibits and Report on Form 8-K

(a)  Exhibits

Exhibit 27;  Financial data schedule`

# 11

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`STONEVILLE INSURANCE COMPANY

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                                                                                                                                                                    MISSISSIPPI PHYSICIANS INSURANCE
                             STONEVILLE INSURANCE COMPANY



                                                                                                                                                                                                COMPANY



                             By:
                                 ------------------------------------
                                 Harry E. Vickery, President

                                 DATE: November 28, 2000

                             By:
                                -------------------------------------
                                Richard L. Eaton, Chief Financial
                                Officer (Principal Financial Officer
                                and Principal Accounting Officer`