SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20459

                                       FORM 10-QSB


                       Quarterly Report Under Section 13 or 15 (d) of the
                                 Securities Exchange Act of 1934

For the quarter ended September 30, 1997      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
          incorporation of organization)            Identification No.)

                 Registrant's telephone number:  (601) 352-7817

                                         No Change
                   Former name, former address and former fiscal year,
                              if changed since last report

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

                                                  Yes         No    X

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

            Class                        Outstanding at December 15, 1997

Common stock ($1.00 par value)                     0 shares
































<PAGE>


     Stoneville Insurance Company (the "Company") and Delta Agricultural and
Industrial Trust, a Mississippi workers' compensation self insurance trust
(the "Trust"), entered into a Plan and Agreement of Reorganization and 
Conversion of the Trust (the "Plan"), which was adopted and approved by the 
Trust's Board of Trustees on March 20, 1997 and amended September 11, 1997.  
Pursuant to the Plan: (i) the Trust will transfer substantially all its assets 
and liabilities (other than insurance liabilities) to Stoneville Insurance 
Company (the "Company"); (ii) in exchange for the contribution of such assets 
and liabilities by the Trust to the Company, the Company will issue shares of 
its common stock, $1.00 par value to the Trust; and (iii) the Trust will 
dissolve and distribute its assets (common stock of the Company) in a 
liquidating distribution to former members of the Trust.  In connection with 
the Plan, the Company filed with the Securities and Exchange Commission a 
Registration Statement on Form S-4 (File No. 333-24739), which became effective
on November 12, 1997.  As a result, the Company became subject to the reporting
requirements under Section 15(d) of the Securities Exchange Act of 1934.  For
additional information see "Part II, Item 5."





                     PART I:  FINANCIAL INFORMATION

Delta Agricultural and Industrial Trust Financial Statements


Balance Sheets
  September 30, 1997 and December 31, 1996


Statements of Revenue and Expense
  Three Months Ended September 30, 1997 and 1996
  Nine Months Ended September 30, 1997 and 1996


Statements of Changes in Trust Equity
   Twelve Months Ended December 31, 1996
   Nine Months Ended September 30, 1997


Statements of Cash Flows
   Nine Months Ended September 30, 1997 and 1996


Notes to Financial Statements

Stoneville Insurance Company Financial Statements


Balance Sheets
  September 30, 1997 and December 31, 1996


Statements of Income
  Three Months Ended September 30, 1997 and 1996 Nine Months Ended September 30,
  1997 and 1996


Statements of Changes in Stockholders' Equity
   Period Ended December 31, 1996
   Nine Months Ended September 30, 1997


Statements of Cash Flows
   Nine Months Ended September 30, 1997 and 1996


Notes to Financial Statements




<PAGE>




DELTA  AGRICULTURAL AND INDUSTRIAL TRUST Balance Sheets As of September 30, 1997
and December 31, 1996

                                             September 30,        December 31,
Assets                                           1997                 1996
                                              ----------           ----------
Investments:
Trading securities (at fair value)
   Equity securities                               $247           $1,696,944
Securities available-for-sale (at fair
value)
  Fixed maturities (amortized cost -          1,557,931            1,141,504
$1,551,714 and $1,150,740)
Securities held-to-maturity (at amortized
cost)
   Fixed maturities (fair value - $0 and              0              522,884
$521,940)                                    ----------            ---------
Total Investments                             1,558,178            3,361,332

Cash and Cash Equivalents                     1,918,802            1,359,965
Notes receivable                                 20,000               20,000
Accrued interest receivable                      37,835               52,410
Reinsurance receivables, net of                 660,986              660,986
uncollectible amounts
Excess insurance premium overpayment             89,860               89,860
Capital equipment leases at cost less
  accumulated depreciation of $14,191 and         9,903               13,517
$9,775
Prepaid expenses                                  9,983               21,798
Deferred Tax Asset                              122,325              152,862
Other assets                                        575                  575
                                             ----------            ---------

Total Assets                                 $4,428,447           $5,733,305
                                             ==========           ==========


Liabilities and Trust Equity
Liabilities
Reserve for losses and loss adjustment       $1,709,753           $2,834,220
expenses
Unearned premiums                                     0                    0
Reserve for premium adjustment                  321,691              384,863
Accounts payable and accrued liabilities         48,583               56,290
Capital lease obligations                         2,193                4,038
                                             ----------           ----------
Total Liabilities                             2,082,220            3,279,411
                                             ----------           ----------

Trust Equity
Retained earnings                             2,340,010            2,463,130
Net unrealized gain(loss) on securities
  available for sale, net of deferred taxes       6,217              (9,236)
                                             ----------           ----------
Total Trust Equity                            2,346,227            2,453,894
                                             ----------           ----------

Total Liabilities and Trust Equity           $4,428,447           $5,733,305
                                             ==========           ==========







See notes to financial statements.



<PAGE>


<TABLE>
<CAPTION>


DELTA  AGRICULTURAL & INDUSTRIAL  TRUST 
Statements of Revenue and Expenses Nine
Months Ended September 30, 1997 and 1996



                                                    Three                               Nine
                                                    Months                             Months
                                                    Ended                              Ended
 `                                     --------------------------            ------------------------
                                                  September                            September
                                                      30,                                 30,
                                       --------------------------            ------------------------
                                            1997             1996                 1997         1996
                                       --------------------------            ------------------------
<S>                                    <C>             <C>                  <C>            <C>       
Revenue
Premiums earned                               $0           $9,815                   $0     $2,137,150
Premiums ceded                                 0                0                    0       (89,860)
                                       --------------------------            ------------------------
Net premiums earned                            0            9,815                    0      2,047,290
Investment income                         48,005           76,601              139,449        224,184
Net realized gains and
(losses) on
  securities                                              (4,199)                    0        (3,216)
available-for-sale
Other                                    (9,958)        (412,703)             (19,073)      (455,722)
                                       --------------------------            ------------------------

Total Revenue                             38,047        (330,486)              120,376      1,812,536
                                       --------------------------            ------------------------

Expenses
Loss and loss adjustment                       0                0                    0      1,248,334
expenses
Service company fees                           0                0                    0        299,322
Regulatory fees                            5,751            7,137               17,253         21,411
General expenses                         109,017           67,723              292,777        309,179
                                       --------------------------            ------------------------

Total Expenses                           114,768           74,860              310,030      1,878,246
                                       --------------------------            ------------------------

Excess Revenue over
Expenses
  Before Income Tax                     (76,721)        (405,346)            (189,654)       (65,710)
Provision

Provision (benefit) for                 (26,045)            3,099             (66,534)        125,615
                                       --------------------------           -------------------------
income taxes

Excess Revenue over                    ($50,676)       ($408,445)           ($123,120)     ($191,325)
Expenses                                                                                                           
                                       ==========================           =========================
<FN>

See notes to financial statements.
</FN>

</TABLE>


<PAGE>

<TABLE>
<CAPTION>



DELTA AGRICULTURAL AND
INDUSTRIAL TRUST
Statements of Changes in
Trust Equity
For Periods Indicated


                                                                  Unrealized
                                                                    Gain
                                                                   (Loss)
                                                                     on                             Total
                                                                   Available
                                    Trust                           for Sale                        Trust
                                   Equity                         Securities                       Equity
                                 ----------                       ----------                      ----------
<S>                              <C>                               <C>                            <C>       
Balance, December 31,            $2,432,888                        ($67,160)                      $2,365,728
1995

Change in net unrealized                                              57,924                          57,924
gain (loss)

Excess revenue over                  30,242                                                           30,242
                                 ----------                       ----------                      ----------
expenses

Balance, December 31,             2,463,130                          (9,236)                       2,453,894
1996

Change in net unrealized                                              15,453                          15,453
gain (loss)

Excess revenue over               (123,120)                                                        (123,120)
expenses
                                 ----------                       ----------                      ----------

Balance, September 30,           $2,340,010                           $6,217                      $2,346,227
1997
                                 ==========                       ==========                      ==========

<FN>

See notes to financial statements.

</FN>
</TABLE>


<PAGE>




DELTA AGRICULTURAL AND
INDUSTRIAL TRUST
Statements of Cash Flows
Nine Months Ended
September 30, 1997 and
1996

                                        September                  September
                                           30,                        30,
                                         1997                        1996
                                       -----------                ----------
Cash Flows From Operating
Activities
  Excess revenue over                   ($123,120)                ($191,325)
expenses
  Adjustments to
reconcile net income
(loss) to net
    cash provided by
operating activities:
        Realized loss or (gain)             19,073                   458,937
        on sale of assets
        Depreciation expense                 3,614                     3,614
        Net proceeds                     1,676,780                   260,456
        (purchases) of trading
        securities
        Deferred income tax               (66,534)                   125,615
        expense (benefit)
        Decrease (increase) in             111,646                 1,238,241
        receivables
        Decrease (increase) in              11,815                  (97,869)
        prepaid expenses
        Increase (decrease) in
        reserve for losses and
          loss adjustment              (1,124,467)                 (170,450)
        expenses
        Increase (decrease) in
        accounts payable and
          other liabilities               (70,879)               (1,688,273)
                                       -----------               -----------
Net Cash Provided by                       437,928                  (61,054)
Operating Activities
                                       -----------               -----------

Cash Flows From Investing
Activities
  Proceeds from sales of                     2,067                 1,187,012
available-for-sale
securities
  Purchases of                           (587,775)               (1,846,221)
available-for-sale
securities
  Proceeds from                            422,220                         0
maturities of
held-to-maturity
securities



<PAGE>




  Transfer from                            286,242                   255,492
held-to-maturity to cash
equivalents
  Capital expenditures                           0                   (1,553)
                                       -----------                ----------
Net Cash Provided by                       122,754                 (405,270)
Investing Activities
                                       -----------                ----------

Cash Flows From Financing
Activities
  Principal payments                       (1,845)                   (4,520)
under capital lease
obligations
                                        ----------                ----------
Net Cash Used in                           (1,845)                   (4,520)
Financing Activities
                                        ----------                ----------
 
Net Increase (Decrease)
in Cash and
  Cash Equivalents                         558,837                 (470,844)

Cash and Cash                            1,359,965                 1,240,298
Equivalents, beginning of
period
                                        ----------                ----------

Cash and Cash                           $1,918,802                  $769,454
Equivalents, end of
period
                                        ==========                ==========






See notes to financial statements.



<PAGE>



Delta Agricultural and Industrial Trust

Notes to Financial Statements
Quarters Ended September 30, 1997 and 1996



1.       Basis of Presentation

         These interim  financial  statements have been prepared on the basis of
         accounting  principles used in the annual  financial  statements  ended
         December  31,  1996,  and  must be read in  conjunction  with  the 1996
         statements.  In the opinion of  management,  the  accompanying  interim
         unaudited financial statements contain all adjustments  necessary for a
         fair  statement of financial  position and results of operations of the
         Trust for the interim periods.


2.       Plan of Reorganization and Conversion

         A Plan and Agreement of Reorganization  and Conversion was entered into
         March 20, 1997 and amended September 11, 1997 by and between 
         Delta  Agricultural and Industrial Trust and Stoneville  Insurance 
         Company whereby the Trust will transfer all of its existing  assets 
         and  liabilities (except insurance liabilities) to Stoneville in 
         exchange for  stock  in  Stoneville.  The  Trust  will  then be  
         liquidated  and dissolved with the stock of Stoneville being  
         distributed to its former members in accordance with the terms 
         outlined in the Plan.

         The effective date of the Plan will be the close of the last business 
         day of the month in which  all  of  the  conditions  precedent  have  
         been  satisfied.  The conditions to be satisfied are: (i) Reinsurance  
         Agreement is in effect in which the Trust and its  successors  or 
         assigns are  relieved of any and all  claims  obligations  of the 
         Trust and (ii)  dissenters' rights under the plan  shall not have been
         perfected  by holders of more than 20% of Trust Units.  If either of 
         these two conditions are not met, the Plan will not proceed.  For
         additional information see "Part II, Item 5."


3.       Operations of the Trust

         The Trust discontinued writing workers' compensation  insurance for its
         members effective July 1, 1996 as part of an agreement established with
         a commercial  carrier to help lower  premiums to members.  As a result,
         the Trust  has been  inactive  in the  workers  compensation  insurance
         market since that time.



<PAGE>

STONEVILLE INSURANCE COMPANY
Balance Sheets
September 30, 1997 and December 31, 1996

                                               September 30,        December 31,
                                                   1997                 1996
                                                ----------            --------
Assets
Cash in Bank                                      17,684              $19,970
Deposits                                           1,700                    0
                                                ----------           ---------

Total Assets                                     $19,384              $19,970
                                                ==========           =========


Liabilities
Notes Payable                                    $20,000              $20,000
Accrued Interest Payable                           1,305                  407
                                                 --------            ---------

Total Liabilities                                 21,305               20,407
                                                 --------            ---------

Stockholders' Equity
Common Stock                                           0                    0
Retained Earnings                                (1,921)                (437)
                                                ---------            ---------

Total Stockholders' Equity                       (1,921)                (437)
                                                ---------            ---------

Total Liabilities and Stockholders' Equity       $19,384              $19,970
                                                =========            =========


See Notes to Financial Statements.





<PAGE>



<TABLE>
<CAPTION>


STONEVILLE INSURANCE COMPANY
Statements of Income
Nine Months Ended September 30,
1997 and 1996*

                                            Three Months                           Nine Months
                                                Ended                                  Ended

                                              September                              September
                                                 30,                                    30,
                                     ------------------------               ------------------------
                                        1997           1996*                    1997          1996*
                                     ------------------------               ------------------------
                                             

<S>                                   <C>               <C>                 <C>                 <C>
Revenue                                   $0            $0                        $0            $0
                                     ------------------------               ------------------------


Expenses
General Administrative                   586             0                       586             0
Interest Expense                         310             0                       898             0
                                     -----------------------                -----------------------

Total Expenses                           896             0                     1,484             0
                                     -----------------------                -----------------------

Net Income                            ($896)            $0                  ($1,484)            $0
                                     =======================                ========================


     * The Company had no activity during this period in 1996.
<FN>

See notes to financial statements.

</FN>
</TABLE>



<PAGE>




STONEVILLE INSURANCE COMPANY
Statements of Changes in
Stockholders' Equity
For Periods Indicated




                                                                     Total
                                    Common        Retained       Stockholders'
                                     Stock        Earnings          Equity
                                    ------        --------         -----------
Balance, September 1, 1996              $0              $0                $0

Net income (loss)                                    (437)             (437)
                                    ------        --------         -----------

Balance, December 31, 1996               0           (437)             (437)

Net income (loss)                                  (1,484)           (1,484)
                                    ------        --------         -----------

Balance, September 30, 1997             $0        ($1,921)          ($1,921)
                                    ======        ========         ===========


See notes to financial statements.




<PAGE>




STONEVILLE INSURANCE COMPANY
Statements of Cash Flows
Nine Months Ended September 30, 1997
and 1996

                                             September 30,        September 30,
                                                 1997                 1996
                                              ------------        -------------
Cash Flows From Operating Activities
  Excess revenue over expenses                  ($1,484)                     $0
  Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
           Increase in                           (1,700)
           other assets
           Increase                                  898                      0
           (decrease) in
           accrued
           liabilities
                                              -----------         -------------
Net Cash Provided by Operating                   (2,286)                      0
Activities
                                              -----------         -------------

Cash Flows From Investing Activities                   0                      0
                                              -----------         -------------

Cash Flows From Financing Activities
  Net proceeds from borrowing                          0                 20,000
                                              -----------         -------------
Net Cash Provided by Financing                         0                 20,000
Activities
                                              -----------         -------------

Net Increase (Decrease) in Cash and
  Cash Equivalents                               (2,286)                 20,000

Cash and Cash Equivalents, beginning of           19,970                      0
period
                                              -----------         -------------

Cash and Cash Equivalents, end of                $17,684                $20,000
period
                                              ===========         =============


See notes to financial statements.




<PAGE>



Stoneville Insurance Company

Notes to Financial Statements
Quarters Ended September 30, 1997 and 1996



1.       Basis of Presentation

         These interim  financial  statements have been prepared on the basis of
         accounting  principles used in the annual  financial  statements  ended
         December  31,  1996,  and  must be read in  conjunction  with  the 1996
         statements.  In the opinion of  management,  the  accompanying  interim
         unaudited financial statements contain all adjustments  necessary for a
         fair  statement of financial  position and results of operations of the
         Company for the interim periods.


2.       Plan of Reorganization and Conversion

         A Plan and Agreement of Reorganization  and Conversion was entered into
         March 20, 1997 and amended September 11, 1997 by and between 
         Stoneville  Insurance Company and Delta Agricultural and Industrial 
         Trust whereby the Trust will transfer all of its existing  assets and 
         liabilities (except insurance liabilities)  to Stoneville in exchange 
         for  stock  in  Stoneville.  The  Trust  will  then be  liquidated  
         and dissolved with the stock of Stoneville being  distributed to the 
         former members of the Trust in accordance with the terms outlined in 
         the Plan.

         The effective date of the Plan will be the close of the last business 
         day in the month in which  all  of  the  conditions  precedent  have  
         been  satisfied.  The conditions to be satisfied are: (i) Reinsurance 
         Agreement is in effect in which the Trust and its  successors  or 
         assigns are  relieved of any and all  claims  obligations  of the 
         Trust and (ii)  dissenters  rights under the plan  shall not have been
         perfected  by holders of more than 20% of Trust Units.  If either of 
         these two conditions are not met, the Plan will not proceed.  For 
         additional information see "Part II, Item 5."
 


3.       Operations of the Company

         Stoneville Insurance Company was formed in 1996 to become the successor
         to  the  Delta   Agricultural  and  Industrial   Trust,  a  Mississippi
         self-funded  workers  compensation trust. The Company has been inactive
         in  anticipation  of the  effective  date of the Plan and  Agreement of
         Reorganization and Conversion described in Note 2.





<PAGE>





Item 2: Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Stoneville Insurance Company

Financial Condition - September 30, 1997 Compared to December 31, 1996

         Total stockholders'  equity decreased by $1,484 from $(437) at December
31, 1996 to $(1,921) at September  30, 1997.  This  decrease was caused by a net
loss from operations of $1,484 for the first nine months of 1997.

         Stoneville  Insurance  Company has been  virtually  inactive  since its
inception.  The Company was formed to be the successor to Delta Agricultural and
Industrial  Trust in a  reorganization  and  conversion  that is  expected to be
completed by the end of 1997.




Results of Operations - Third Quarter 1997 Compared to Third Quarter 1996

         Except for certain administrative expenditures paid with funds borrowed
from Delta Agricultural and Industrial Trust, Stoneville has been inactive since
its inception. There was no income or expense during the quarter ended September
30, 1996.  Interest expense and general expenses in the amounts of $310 and $586
respectively  were incurred  during the quarter ended  September 30, 1997. A net
loss of $896 was sustained for the quarter ended  September 30, 1997 with no net
income or loss for the same quarter in 1996.




Results of Operations - Nine Months ended September 30, 1997 Compared to Nine
                        Months Ended September 30, 1996

         Stoneville  was  formed in the third  quarter  of 1996 and,  except for
certain general  expenses and interest  expense,  has had no activity since that
time.  There was no income or expense for the period ended  September  30, 1996.
Interest  expense  in the  amount  of $898 and  general  expenses  of $586  were
incurred  during the period ended  September  30,  1997,  creating a net loss of
$1,484 for the nine months ended September 30, 1997 compared to no net income or
loss for the period ended September 30, 1996.



Delta Agricultural and Industrial Trust (the "Trust")


Financial Condition - September 30, 1997 Compared to December 31, 1996

         Total Trust  equity  decreased by $107,667 or 4.4% from  $2,453,894  at
December 31, 1996 to $2,346,227 at September 30, 1997.  This decrease was caused
by a net loss from  operations of $123,120 for the first nine months of 1997 and
an increase in  unrealized  gain on  securities  available-for-sale  of $15,453.
Unrealized  gain  or loss  on  securities  available-for-sale  increased  from
$(9,236) at December 31, 1996 to $6,217 at September 30, 1997.

         Total assets  decreased by  $1,304,858  or 22.8% at September  30, 1997
compared  to  December  31,  1996.  Cash and  investments  decreased  a total of
$1,244,317  during the nine months ended September 30, 1997 due primarily to the
payment of workers'  compensation  claims  incurred  in earlier  periods and the
absence of collected premiums during the nine months ended September 30, 1997.

         Total liabilities decreased by $1,197,191 or 36.5% at September 30, 
1997 compared to


<PAGE>



December  31,  1996.  A decrease in the  reserve for losses and loss  adjustment
expenses  in the amount of  $1,126,467  accounted  for most of the  decrease  in
liabilities.  This was due to the payment of claims incurred in prior years, the
absence of new claims and limited adverse development of old claims.

         The Trust plans to fund an assumption reinsurance agreement executed in
September, 1997 with a commercial insurance carrier which will relieve the Trust
and any of its  successors  or assigns  from any and all  workers'  compensation
claim  obligations.  It is anticipated  that the agreement will be funded at the
end of  December,  1997.  The  funding  of such  agreement  will  eliminate  the
liability  for  losses  and  loss  adjustment  expenses  and  decrease  cash and
investments.  The transaction  will also decrease Trust equity by  approximately
$500,000.

         It is  anticipated  that the Trust will  transfer all of its assets and
liabilities (except insurance liabilities) to Stoneville  Insurance Company in 
late December,  1997 in exchange for stock in  Stoneville.  The Trust will then
be  liquidated  and  dissolved by distributing  the Stoneville  Stock to its 
former members in accordance with the Plan and Agreement of Reorganization and 
Conversion.


Results of Operations - Third Quarter 1997 Compared to Third Quarter 1996

         The Trust  experienced  a net loss of $50,676 for the third  quarter of
1997 compared to a net loss of $408,445 in the third quarter of 1996. Investment
income of the Trust  decreased  from  $76,601  in the third  quarter  of 1996 to
$48,005 in the third quarter of 1997.  This decrease was a result of having less
cash to invest due to the elimination of premium revenue  effective July 1, 1996
as discussed below, and the continued payment of existing claims and 
administrative expenses. In the third  quarter  of 1996  the  Trust  realized  
a loss in the  value  of  trading securities  in the amount of $412,703  
compared to a loss of $9,958 for the same period in 1997.  General expenses 
increased from $67,723 in the third quarter of 1996 to $109,017 in 1997.  This
increase  is due  primarily  to the cost of the reorganization  and conversion 
of the Trust which is expected to be completed by the end of 1997.  The Trust  
recognized  an income tax  benefit  for the quarter ended  September  30, 1997 
in the amount of $26,045  compared to a tax provision for the same  quarter  in
1996 of  $3,099.  The Trust was  unable to reduce  its taxable  income as of 
September 30, 1996 by the amount of its net capital losses and the  possibility
of  recognizing a future  benefit from such losses appears remote.








Results of Operations - Nine Months ended September 30, 1997 Compared to Nine
                        Months Ended September 30, 1996

         The Trust  experienced  a net loss of $123,120 in the nine months ended
September  30, 1997  compared to a net loss of $191,325 in the nine months ended
September  30, 1996.  The loss in 1997 is  attributable  to the  elimination  of
premium revenue  coupled with a decrease in investment  income and the continued
costs of reorganization and conversion. Premium revenue was eliminated effective
July 1, 1996 when Trust  management  determined that interests of the members of
the Trust would best be served by entering into an arrangement with a commercial
insurance carrier whereby the commercial carrier would begin writing the workers
compensation  coverage for Trust members. Investment  income  decreased  as a 
result of having  less  cash  available  for investment.  Less cash was 
available as a result of the  elimination  of premium revenue and the continued
payment of existing claims and general expenses. There were no loss and loss  
adjustment  expenses  or service  company  fees  incurred during the nine  
months  ended  September  30,  1997 since there was no coverage provided to 
members by the Trust during this period.  Regulatory  fees decreased from 
$21,411 in the nine months ended  September 30, 1996 to $17,253 in the same
period in 1997. These fees decreased due to the decreased  activity of the Trust
in the workers'  compensation market during the last half of 1996. An income tax
benefit is provided for the nine months ended


<PAGE>



September  30, 1997 in the amount of $66,534 as a result of a net  taxable  loss
during the period.  For the same  period in 1996,  there is a tax  provision  of
$125,615 due  primarily to the Trust's  inability to use the capital loss on the
sale of trading securities to reduce its taxable income.

         The net  loss  for  the  nine  months  ended  September  30,  1996  was
attributable  primarily  to the  decline in value of trading  securities  in the
amount of $455,722.




<PAGE>





                           PART II: OTHER INFORMATION

Item 1 - Legal Proceedings

There have been no material  changes to the legal  proceedings  described in the
Company's Registration Statement on Form S-4 (File Number 333-24739).

Item 2 - Changes in Securities

None


Item 3 - Defaults Upon Senior Securities

None


Item 4 - Submission of Matters to a Vote of Security Holders


Item 5 - Other Information

The Company and the Trust entered into a Plan and Agreement of Reorganization 
and Conversion of the Trust (the "Plan"), which was adopted and approved by the
Trust's Board of Trustees on March 20, 1997 and amended September 11, 1997.  
Pursuant to the Plan:  (i) the Trust will transfer substantially all its assets
and liabilities (other than insurance liabilities) to Stoneville Insurance 
Company (the "Company"); (ii) in exchange for the contribution of such assets 
and liabilities by the Trust to the Company, the Company will issue shares of 
its common stock, $1.00 par value to the Trust; and (iii) the Trust will 
dissolve and distribute its assets (common stock of the Company) in a 
liquidating distribution to former members of the Trust.  The Plan provided 
dissenters' rights to members of the Trust.  The time for the exercise of 
dissenters' rights has elapsed and no Trust member has exercised dissenters' 
rights.  It is anticipated that the Plan will be consummated effective December
31, 1997.

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit Number          Description
--------------          -----------

     2                   Plan and Agreement of Reorganization and Conversion of
                         the Trust, as amended September 11, 1997. This 
                         document was filed as Exhibit 2.1  to the Company's 
                         Registration Statement on Form S-4 
                         (File No. 333-24739)and is incorporated by reference 
                         herein.

     3.1                 Articles of Incorporation of the Company. This 
                         document was filed as Exhibit 3.1 to the Company's 
                         Registration Statement on Form S-4 
                         (File No. 333-24739) and is incorporated by reference 
                         herein.

     3.2                 Bylaws of the Company.  This document was filed as 
                         Exhibit 3.2 to the Company's Registration Statement on 
                         Form S-4 (File No. 333-24739)and is incorporated by 
                         reference herein.

     10.1                Assumption Reinsurance Agreement, dated March 20, 1997 
                         between the Trust, Continental, and the Company. This 
                         document was filed as Exhibit 10.1 to the Company's 
                         Registration Statement on Form S-4 (File No. 333-24739)
                         and is incorporated by reference herein.

     10.2                Insurance Placement Agreement dated as of June 10, 
                         1996 between the Trust, TIG and TIG Reinsurance 
                         Company.  This document was filed as Exhibit 10.2 to 
                         the Company's Registration Statement on Form S-4 
                         (File No. 333-24739) and is incorporated by reference 
                         herein.

     10.3                Representative Agreement dated as of July 1, 1996 
                         between Mississippi Risk Management, Inc. and the 
                         Trust.  This document was filed as Exhibit 10.3 to 
                         the Company's Registration Statement on Form S-4 
                         (File No. 333-24739) and is incorporated by reference 
                         herein.

     10.4                Assignment and Assumption Agreement dated as of March
                         20, 1997 between the Trust and the Company.  This 
                         document was filed as Exhibit 10.4 to the Company's 
                         Registration Statement on Form S-4 
                         (File No. 333-24739) and is incorporated by reference 
                         herein.

     10.5                Amendment Number One, dated September 5, 1997, to 
                         Assumption Reinsurance Agreement between the Trust, 
                         Continental, and the Company. This document was filed 
                         as Exhibit 10.5 to the Company's Registration Statement
                         on Form S-4 (File No. 333-24739) and is incorporated 
                         by reference herein.

     27                  Stoneville Insurance Company Financial Data Schedule 
                         for Nine Months Ended 9/30/97.


(b) No reports on Form 8-K were filed during the quarter ended September 30, 
    1997.











<PAGE>





                          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.


                                     STONEVILLE INSURANCE COMPANY
                                              (Registrant)



DATE: December 23, 1997              /s/ Harry E. Vickery
                                     --------------------------------------
                                     President and Chief Accounting Officer