FORM 10-K/A2*
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   * Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 1996

(MARK ONE)
( X )    Annual  Report  pursuant to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934 for the year ended December 31, 1996.

(   )    Transition Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from ____________ to
         ------------.

Commission File Number:  000-24366

                                GORAN CAPITAL INC.
               (Exact name of registrant as specified in its charter)

                  CANADA                              Not Applicable
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      Incorporation or organization)

     181 University Avenue, Suite 1101                     M5H 3M7
          Toronto, Ontario Canada
  (Address of Principal Executive Offices)                (Zip Code)


Registrant's telephone number, including area code:    (416) 594-1155 (Canada)
                                                       (317) 259-6300 (U.S.A.)

Securities registered pursuant to Section 12(b) of the Act:  None

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)

The aggregate  market value of the Issuer's Common Stock held by  nonaffiliates,
as of March 25, 1997 was $128,101,996 (US).

The  number of shares of Common  Stock of the  Registrant,  without  par  value,
outstanding as of March 25, 1997 was 5,569,652.

Documents Incorporated By Reference:

Portions of the Annual Report to  Shareholders  and the Proxy  Statement for the
1997 Annual Meeting of Shareholders are incorporated into Parts II and III.  [ ]

<PAGE>
Exchange Rate Information

The accounts and financial  statements of Goran Capital Inc. (the "Company") are
maintained in U.S.  Dollars.  In this Report all dollar amounts are expressed in
U.S. Dollars except where otherwise indicated.

The following table sets forth, for each period indicated,  the average exchange
rates for U.S.  Dollars  expressed  in Canadian  Dollars on the last day of each
month during such period,  the high and the low exchange rate during that period
and the exchange rate at the end of such period, based upon the noon buying rate
in New York City for cable  transfers in foreign  currencies,  as certified  for
customs  purposes  by the  Federal  Reserve  Bank of New York (the "Noon  Buying
Rate").

Foreign Exchange Rates
U.S. to Canadian Dollars
For The Years Ended December 31,

               1996      1995      1994      1993      1992

Average        .7339     .7287     .7322     .7733     .8342
Period End     .7301     .7325     .7129     .7544     .7865
High           .7472     .7465     .7642     .8046     .8757
Low            .7270     .7099     .7097     .7439     .7761

Accounting Principles

The financial information contained in this document is stated in U.S. Dollars
and is expressed in accordance with Canadian Generally Accepted Accounting
Principles unless otherwise stated.

<PAGE>
GORAN CAPITAL INC.
ANNUAL REPORT ON FORM 10-K/A
December 31, 1996


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

SIGNATURES

<PAGE>

PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The  documents  listed  below  are  filed  as a part of this  Report  except  as
otherwise indicated:

1.  Financial  Statements.   The  following  described   consolidated  financial
statements  found on pages 14 through  33 of the 1996  Annual  Report  indicated
below are incorporated into Item 8 of this Report by reference.

Description of Financial Statement Item

Report of Independent Accountants
Consolidated Balance Sheets, December 31,
    1996 and 1995
Consolidated Statements of Earnings, Years
    Ended December 31, 1996 and 1995
Consolidated Statements of Retained Earnings
    (Deficit), Years Ended December 31,
    1996 and 1995
Consolidated Statements of Changes in Cash Resources,
    Years Ended December 31, 1996 and 1995
Notes to Consolidated Financial Statements,
    Years Ended December 31, 1996 and 1995


The following  described  consolidated  financial  statements  found on pages 12
through 23 of the 1995 Annual Report indicated below are incorporated  into Item
8 of this Report by reference.

Description of Financial Statement Item

Report of Independent Accountants
Consolidated Balance Sheets, December 31,
    1995 and 1994
Consolidated Statements of Operations, Years
    Ended December 31, 1995 and 1994
Consolidated Statements of Deficit, 
    Years Ended December 31, 1995 and 1994
Consolidated Statements of Changes in Cash Resources,
    Years Ended December 31, 1995 and 1994
Notes to Consolidated Financial Statements,
    Years Ended December 31, 1995 and 1994


<PAGE>

2.     Financial Statement Schedules.

The following financial statement schedules are included herein.

Description of Financial Statement Item
Report of Independent Accountant On Differences
    Between Canadian and United States Generally
    Accepted Accounting Principles and
    Supplementary Schedules
Differences Between Canadian And United States
    Generally Accepted Accounting Principles
Exhibit 1 - Consolidated Statement of Changes
    In Cash Resources
Exhibit 2 - Summary of Investments That Exceed
    10% Of Shareholders' Equity
Exhibit 3 - Summary of Non Income Producing
    Investments
Exhibit 4 - Amounts Due From Insurance Companies
    In Excess of 10% of Shareholders' Equity
Exhibit 5 - Analysis Of Changes In Shareholders'
    Equity
Schedule I - Summary Of Investments Other Than
    Investments In Related Parties
Schedule II - Condensed Financial Information
    Of Registrant
Schedule IV - Reinsurance
Schedule V - Valuation And Qualifying Accounts
Schedule VI - Supplemental Information Concerning
    Property-Casualty Insurance Operations

Schedules  other than those listed above have been omitted  because the required
information  is  contained  in the  financial  statements  and notes  thereto or
because such schedules are not required or applicable.

3.  Exhibits.  The Exhibits set forth on the Index to Exhibits are  incorporated
herein by reference.

4.  Reports  on Form 8-K.  Registrant  filed no  reports  on Form 8-K during the
quarter ended December 31, 1996.

<PAGE>
GORAN CAPITAL INC.

Differences  Between  Canadian And United  States  General  Accepted  Accounting
Principles For The Years Ended December 31, 1996, 1995 and 1994

A reconciliation of financial statement amounts from Canadian Generally Accepted
Accounting  Principles to U.S.  Generally Accepted  Accounting  Principles is as
follows:

                                        1996          1995          1994
Net Earnings In Accordance
    With Canadian Generally
    Accepted Accounting Principles     $31,296       $7,171        $3,940

Add Effect Of Difference In
    Accounting For:
    Deferred Income Taxes
      (See Note (e))                       (64)        (344)        1,180
    Outstanding Claims
      (See Note (f))                        62         (161)           88

Net Earnings In Accordance
    With United States Generally
    Accepted Accounting Principles     $31,294       $6,666         $5,208

Applying United States Generally Accepted Accounting Principles, deferred income
tax assets would be increased by $1,357,  $1,466 and $1,742,  outstanding claims
would be  increased  by $1,261,  $1,327 and  $1,134 and  cumulative  translation
adjustment  would be  increased  by $41,  $36, and $14, as at December 31, 1996,
1995 and 1994, respectively. As a result of these adjustments, retained earnings
would be increased by $96, $139 and $608 as at December 31, 1996, 1995 and 1994,
respectively.  The effect of the above  noted  differences  on other  individual
balance sheet items and on working capital is not significant.

B.  Earnings Per Share

Earnings per share,  as determined in  accordance  with United States  Generally
Accepted Accounting  Principles,  are set out below.  Primary earnings per share
are computed based on the weighted  average number of common shares  outstanding
during the year plus common share  equivalents  consisting  of stock options and
warrants.  Primary and fully diluted earnings per share are calculated using the
Treasury  Stock method and assume  conversion of  securities  when the result is
dilutive.

The following  average number of shares were used for the compilation of primary
and fully diluted earnings per share:

                                     1996          1995          1994

Primary                              $5,724,476    $5,567,644    $5,399,463
Fully Diluted                         5,724,476     5,567,644     5,399,463

Earnings per share, as determined in accordance with U.S. Generally
Accepted Accounting Principles, are as follows:

                                     1996          1995          1994
Primary Earnings Per Share           $5.47         $1.20         $0.96
Fully Diluted Earnings Per Share      5.47          1.20          0.96

C.  Statement Of Changes In Cash Resources

U.S. Generally Accepted Accounting Principles require that the components of the
changes in cash resources, in most cases, be reported on a gross basis.

Exhibit 1 is a Statement of Cash Resources that incorporates the necessary added
disclosure detail.


<PAGE>

D.  Supplemental Cash Flow Information

Cash paid for interest and income taxes is summarized as follows:

                                     1996           1995          1994
Cash Paid For Interest               $4,005         $1,548        $1,773
Cash Paid For Income Taxes,
 Net of Refunds                       9,825          1,953           166

E.  Income Taxes

The difference in accounting for deferred income taxes reflects the adoption for
U.S. Generally  Accepted  Accounting  Principles,  effective January 1, 1993, of
Statement  of  Financial   Accounting  Standards  No.  109  ("SFAS"  No.  109"),
"Accounting  for Income  Taxes".  This standard  requires an asset and liability
approach that takes into account  changes in tax rates when valuing the deferred
tax amounts to be reported in the balance sheet.

Deferred tax assets  recognized  under Canadian  Generally  Accepted  Accounting
Principles  and  Accounting  Principles  Board  Opinion  No. 11,  which  require
realization beyond a reasonable doubt in order to record the assets, amounted to
$NIL,  $73 and $214 at  December  31,  1996,  1995 and 1994,  respectively,  and
pertained to Canadian operations only.

The  adoption  of SFAS  No.  109  results  in  additional  deferred  tax  assets
recognized for deductible  temporary  differences and loss carry-forwards in the
amount of $3,531, $2,581 and $2,375 net of valuation allowances of $NIL, $69 and
$260 and deferred tax liabilities  recognized for taxable temporary  differences
in the amount of $2,174,  $1,114 and $633 at December 31,  1996,  1995 and 1994,
respectively.

F.  Outstanding Claims

The difference in accounting for outstanding claims reflects the application for
U.S. Generally Accepted  Accounting  Principles of SEC Staff Accounting Bulletin
No. 62, "Discounting By Property/Casualty  Insurance  Companies".  This standard
does not allow  discounting  of unpaid claim  liabilities  by public  companies,
except in specific circumstances that are not applicable to the Company.

G.  Receivables From Sale Of Capital Stock

The SEC Staff  Accounting  Bulletins  require that accounts or notes  receivable
arising  from  transactions  involving  capital  stock  should be  presented  as
deductions from shareholders' equity and not as assets. Accordingly, in order to
comply with U.S. Generally Accepted Accounting Principles,  shareholders' equity
would be reduced by $595,  $563 and $593 at December  31,  1996,  1995 and 1994,
respectively, to reflect the loans due from certain shareholders which relate to
the purchase of common shares of the Company.

H.  Concentration Of Investments

U.S. Generally Accepted Accounting Principles require that disclosure be made of
significant concentrations of investments and of investments that are non-income
producing.  The  Company  considers  investments  whose  value  exceeds  10%  of
shareholders' equity to be significant. The relevant disclosures are provided in
Exhibits 2 and 3, respectively.

I.  Concentrations of Credit Risk

U.S. Generally Accepted Accounting  Principles require disclosure of significant
concentrations  of credit  risk.  The  Company's  credit risk is with respect to
amounts receivable from other insurance companies.  The Company considers credit
risks in excess of 10% of shareholders'  equity to be significant.  The relevant
disclosure is provided in Exhibit 4.

J.  Unrealized Loss On Investments

U.S. Generally Accepted Accounting  Principles require that unrealized losses on
investment  portfolios be included as a component in  determining  shareholders'
equity. In addition,  SFAS No. 115 permits prospective recognition of unrealized
gains on investment portfolios for year-ends commencing after December 15, 1993.
As a result,  shareholders'  equity  would be increased by $1,225 as at December
31,  1996 and  reduced  by $221 and  $1,383 as at  December  31,  1995 and 1994,
respectively.


<PAGE>

K.  Changes In Shareholders' Equity

An analysis of the components of the change in shareholders' equity,  determined
in  accordance  with  Canadian  Generally  Accepted  Accounting  Principles,  is
provided in Exhibit 5.

A reconciliation of shareholders' equity from Canadian Generally Accepted
Accounting Principles to U.S. Generally Accepted Accounting Principles
is as follows:

                                     1996          1995          1994

Shareholders' Equity In Accordance
  With Canadian Generally
  Accepted Accounting Principles     $47,258       $12,622       $ 5,067

Add (deduct) Effect Of Difference
  In Accounting For:

  Deferred Income Taxes (See
    Note (a))                          1,357         1,466         1,742

  Outstanding Claims (See
    Note (a))                         (1,261)       (1,327)       (1,134)

  Receivables From Sale Of
    Capital Stock (See Note (g))        (595)         (563)         (593)

  Unrealized Gain (Loss) On
    Investments (See Note (j))         1,225          (221)       (1,383)

Shareholders' Equity (Deficiency)
  In Accordance With U.S.
  Generally Accepted
  Accounting Principles              $47,984       $11,977       $ 3,699

<PAGE>
GORAN CAPITAL INC.
Consolidated Statement of Changes
In Cash Resources
For the Year Ended December 31,
(In Thousands of U.S. Dollars)

                                     1996          1995          1994

Cash Provided By Operating
Activities:
Net income for the period            $ 31,296      $7,171        $3,941

Items Not Affecting Cash
Resources:
  Amortization                          2,438         693           566
  Minority Interest In Net
    Income Of Consolidated
    Subsidiary                          2,801         (16)           16
  Loss (gain) On Sale Of
    Investments                           637         198          (358)
  Loss (gain) On Sale Of Capital
    Assets                                 (4)         (7)           (1)
  Increase in Unearned Premiums        13,178       9,247        (7,037)
  Increase (Decrease) In
    Outstanding Losses                 (4,545)     29,289       (18,341)
  Decrease (Increase) In Deferred
    Policy Acquisition Costs            1,649      (3,058)         (864)
  Decrease In Deferred Income
    Taxes                                  73         147           214
  Decrease In Goodwill                      0           0             0
  Decrease (Increase) in
    Reinsurance Recoverable on
    outstanding claims                  8,464     (25,930)       22,259
  Decrease (Increase) in prepaid
    reinsurance premiums               (8,785)        916        (3,548)
  Decrease (Increase) In Other
    Assets                             (2,433)       (470)           78
Items Not Involving Cash               13,473      11,009         7,058

Increase (Decrease) In Accounts
  Payable                               5,576       (2,291)       1,352
Decrease (Increase) In Accounts
  Receivable                          (19,448)      (6,252)     (13,775)
Changes In Operating Working
  Capital                             (13,872)      (8,543)     (12,423)
                                       30,897        9,637       (1,424)
Financing Activities:
  Issue Of Share Capital                  599          303           34
  Reduction Of Subordinated
    Debenture                         (11,085)      (1,462)      (1,047)
  Increase (Decrease) Of
    Borrowed Funds                     42,189          220          722
  Increase (Decrease) in
    Contributed Surplus                 2,775            0            0
  Increase (Decrease) in
    Minority Interest                  38,225            0            0

Investing Activities:
  Net (Purchase) Sale Of
    Marketable Securities             (11,996)      (4,147)       2,118
  Acquisition of subsidiary           (66,590)           0            0
  Proceeds On Sale Of Capital
    Assets                                 14           11            5
  Net Purchase Of Capital Assets       (2,473)      (1,692)        (634)
  Other                                   563          155         (401)

Change In Cash Resources
During The Year                        23,118        3,025         (627)
Cash Resources, Beginning Of Year      10,613        7,588        8,215
Cash Resources, End Of Year            33,731       10,613        7,588

Cash Resources Are Comprised Of:
  Cash                                  4,679        4,171         (116)
  Short-Term Investments               29,052        6,442        7,704
                                       33,731       10,613        7,588
<PAGE>
GORAN CAPITAL INC.
CONSOLIDATED SUMMARY OF INVESTMENTS
THAT EXCEED 10% OF SHAREHOLDERS' EQUITY
For The Year Ended December 31, 1996
(In Thousands of U.S. Dollars)

                 Fixed          Short-Term        Total
               Maturities      Investments      Investment

Federal Home
Loan Bank      $  9,770        $                $ 9,770

Federal
National
Mortgage
Association    $14,885         $                $14,885

U.S.
Treasury
Notes          $26,318         $                $26,318

U.S.
Treasury
Bills          $               $10,292          $61,265

<PAGE>
GORAN CAPITAL INC.
Consoldiated Shareholders' Equity In Accordance
With United States GAAP
As At December 31, 1996
(In Thousands of U.S. Dollars)

Consolidated Shareholders' Equity
in Accordance with U.S. GAAP            $47,983,000
Threshold (Rounded)                       4,798,300

<PAGE>

GORAN CAPITAL INC.
Concentration of Credit Risk
Amounts Due From Other Insurance
Companies Paid and Unpaid Claims
As At December 31, 1996
(In Thousands of U.S. Dollars)

Company Name                               Amount

Centre Reinsurance (Bermuda) Limited       $16,764

Federal Crop Insurance Corporation         $21,800

Total                                      $38,564

Notes: Accounts listed above are amounts greater than $4,798,000 (U.S.) which is
approximately 10% of Shareholders'  Equity at December 31, 1996. Amounts are net
of trust accounts  posted as collateral with original  cedents,  with respect to
certain retrocession agreements in which the Company is a retrocessionnaire.

<PAGE>

GORAN CAPITAL INC.
ANALYSIS OF CHANGES IN SHAREHOLDERS' EQUITY
As at December 31,
(In Thousands of U.S. Dollars)

                                      1996          1995          1994

Capital Stock                         $16,875       $ 16,126      $ 16,091
Contributed Surplus                         0              0             0
Deficit                                (3,895)       (11,066)      (15,007)
Cumulative Translation Adjustment        (358)             7          (173)

Shareholders' Equity -
  Opening Balance                     $12,622       $  5,067      $    911

Activity For The Year

Issue Of Share Capital                    541            749            35
Contributed Surplus                     2,775              0             0
Net Income For The Year                31,296          7,171         3,941
Translation Adjustment for The Year        24           (365)          180

Shareholders' Equity -
  Ending Balance                       47,258         12,622         5,067

Comprised Of:
  Capital Stock                        17,416         16,875        16,126
  Contributed Surplus                   2,775              0             0
  Retained Earnings (Deficit)          27,401         (3,895)      (11,066)
  Cumulative Translation Adjustment      (334)          (358)            7

Shareholders' Equity -
  Ending Balance                       47,258         12,622         5,067

<PAGE>

GORAN CAPITAL INC. - CONSOLIDATED
SCHEDULE I - SUMMARY OF INVESTMENTS -
OTHER THAN INVESTMENTS IN RELATED PARTIES
As at December 31, 1996
(In Thousands of U.S. Dollars)

                                                 Estimated         Amount On
Type of Investment                Cost          Market Value     Balance Sheet

Fixed Maturities:
Bonds:
  Government and Government
  Agencies                        $ 57,804      $ 57,826         $ 57,804
  States and Municipalities          3,587         3,651            3,587
  Public Utilities                     350           379              350
  All Other Corporate Bonds         76,071        76,527           76,071
  Total Fixed Maturities          $137,812      $138,383         $137,812

Equity Securities:
  Common Stocks                   $ 28,075      $ 28,729         $ 28,075
  Preferred Stocks                       0             0                0
  Total Equity Securities         $ 28,075      $ 28,729         $ 28,075

Mortgage Loans on Real Estate        2,430         2,430            2,430
Real Estate                          4,548         4,548            4,548
Other Long-Term Investments             75            75               75
Short Term Investments              29,052        29,052           29,052

Total Investments                 $201,992      $203,217         $201,992

<PAGE>

GORAN CAPITAL INC. - CONSOLIDATED
SCHEDULE II - CONDENSED FINANCIAL INFORMATION
OF REGISTRANT (Parent Company)
Balance Sheet
As At December 31,
(In Thousands U.S. Dollars)
                                                1995                  1996

Assets
  Cash                                       $    319              $    812
  Accounts Receivable                             419                   379
  Capital and Other Assets                        543                   750
  Investment In Subsidiaries                   10,772                10,807
  Total Assets                               $ 12,054              $ 12,748

Liabilities and Shareholders' Equity
  Accounts Payable                           $  9,758              $  1,225
  Other Payables                                  973                   757
  Subordinated Debenture                            0                11,084
  Total Liabilities                            10,731                13,066

Shareholders' Equity
  Common Shares                                18,473                18,002
  Deficit                                     (17,150)              (18,320)
  Total Shareholders' Equity                    1,323                  (318)

Total Liabilities and Shareholders' Equity    $12,054               $12,748

GORAN CAPITAL INC.
Statement of Earnings (Loss)
For The Years Ended December 31,
(In Thousands of U.S. Dollars)

                                         1996          1995          1994
Revenues
  Management Fees                      $    352      $    796      $    901
  Royalty Income                              0             0            69
  Dividend Income                         3,500             0             0
  Other Income                                0             0         1,449
  Net Investment Income                     264           448           399
  Total Revenues                          4,116         1,244         2,818

Expenses
  Debenture Interest Expense                868           998         1,089
  Amortization                              200           114           160
  General, Administrative And
    Acquisition Expenses                  1,879         1,338         1,170
  Total Expenses                          2,946         2,450         2,419

Net Income (Loss)                      $  1,170      $ (1,206)          399

Deficit, beginning of year              (18,320)      (17,114)      (17,513)

Deficit, end of year                    (17,150)      (18,320)      (17,114)

<PAGE>

GORAN CAPITAL INC. - CONSOLIDATED
SCHEDULE II - CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
For The Years Ended December 31, 1994, 1995
and 1996
(In Thousands of U.S. Dollars)

                                          1994           1995          1996

Cash Flows From Operations:
  Net Income (Loss)                    $   1,170      $   (1,206)     $   399
  Items Not Involving Cash:
    Amortization                             199             114          160
    Gain on Sale of Capital Assets            (4)             (7)           0
    Decrease (Increase) in Accounts
      Receivable                             (40)          1,822           40
    Decrease (Increase) in Other
      Assets                                  (3)            (29)         (2)
    Increase (Decrease) in Accounts
      Payable                              8,533           1,227        (164)
    Increase (Decrease) in Other
      Payables                                 0            (141)       (214)
Net Cash Provided (Used) by Operations    10,071           1,780         219

Cash Flows From Financing Activities:
    Redemption of Share Capital by
      Subsidiary                               0               0         623
    Proceeds on Sale of Capital
      Assets                                  14              11           0
    Issue of Common Shares                   599             305          35
Net Cash Provided By Financing
Activities                                   613             316         658

Cash Flows From Investing Activities:
    Purchase of Fixed Assets                   0              (3)          0
    Other, net                               (93)              3           0
    Reduction of Debentures              (11,084)         (1,454)     (1,076)
Net Cash Used by Investing Activities:   (11,177)         (1,454)     (1,076)

Net Increase (Decrease) in Cash             (493)            642        (199)
Cash at Beginning of Year                    812             170         369

Cash At End of Year                          319             812         170

Cash Resources are Comprised of:
    Cash                                     187             109         (29)
    Short-Term Investments                   132             703         199
                                             319             812         170

<PAGE>
GORAN CAPITAL INC. - CONSOLIDATED
SCHEDULE II - CONDENSED FINANCIAL
INFORMATION OF REGISTRANT
For The Years Ended December 31, 1994, 1995
and 1996

Basis of Presentation

The  condensed  financial  information  should be read in  conjunction  with the
consolidated  financial statements of Goran Capital Inc. The condensed financial
information  includes the accounts and  activities  of the Parent  Company which
acts as the holding company for the insurance subsidiaries.

<PAGE>

GORAN CAPITAL INC. - CONSOLIDATED
SCHEDULE IV - REINSURANCE
For The Years Ended December 31,
(In Thousands of U.S. Dollars)

                                1996              1995              1994

Direct Amount                   $102,178          $122,088          $298,596

Assumed From Other
Companies                       $ 24,800          $ 29,629          $  9,038

Ceded To Other
Companies                       $ 68,505            65,356            87,202

Net Amount                      $ 58,473          $ 86,361          $220,432

Percentage Of Amount
Assumed To Net                      42.4%             34.3%              4.1%

<PAGE>

GORAN CAPITAL INC. - CONSOLIDATED
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
For The Years Ended December 31,
(In Thousands of U.S. Dollars)

                            1994-Allowance    1995-Allowance    1996-Allowance
                            for Doubtful      for Doubtful      for Doubtful
                            Accounts          Accounts          Accounts

Additions:
  Balance At Beginning
  Of Period                 $1,179            $1,209            $   927

  Charged To Costs
  And Expenses (1)             (86)            2,523              5,034

  Charged to Other
  Accounts                   - - -             - - -                  0

  Deductions From
  Reserves                    (116) (2)        2,805 (2)          4,981 (2)

  Balance At End
  Of Period                 $1,209            $  927             $1,480

(1)  In 1993, the Company began to direct bill policyholders  rather than agents
     for premiums.  Therefore,  bad debt expenses in 1993 increased accordingly.
     During  late 1994 and into 1995,  the  Company  experienced  an increase in
     premiums   written.   During  1995,  the  Company  further   evaluated  the
     collectibility of this business and incurred a bad debt expense of approxi-
     mately $2.5 million.  The Company continually  monitors the adequacy of its
     allowance for doubtful  accounts and believes the balance of such allowance
     at December 31, 1993, 1994 and 1995 was adequate.

(2)  Uncollectible accounts written off, net of recoveries.

<PAGE>

GORAN CAPITAL INC. - CONSOLIDATED
SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY - CASUALTY INSURANCE OPERATIONS
For The Years Ended December 31,
(In Thousands of U.S. Dollars)

                                 1996              1995              1994

Deferred Policy
  Acquisition Costs             $ 12,800          $  2,379          $  1,479

Reserves for Losses and
  Loss Adjustment Expenses       101,719            59,421            29,269

Unearned Premiums                 87,825            17,497            14,416

Earned Premiums                  191,759            49,641            32,126

Net Investment Income              6,738             1,173             1,241

Losses And Loss Adjustment
Expenses Incurred Related To:
  Current Years                  137,895            35,184            26,268

  Prior Years                       (570)              787               202

Paid Losses And Loss
  Adjustment Expenses            130,895            31,075            26,995

Amortization Of Deferred
  Policy Acquisition Costs        27,657             7,150             4,852

Premiums Written                 305,499          $124,634          $103,134

Note: All amounts in the above table are net of the effects of  reinsurance  and
related  commission  income,  except for net investment  income  regarding which
reinsurance is not applicable,  premiums written liabilities for losses and loss
adjustment expenses, and unearned premiums which are stated on a gross basis.

<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended,  the  Registrant has duly caused this amended report to
be signed on its behalf by the undersigned, thereto duly authorized.

                                       GORAN CAPITAL INC.


May 19, 1997                         By:  /s/ Alan G. Symons
                                          --------------------------------------
                                          Alan G. Symons,
                                          President and Chief Executive Officer



<PAGE>

                                  EXHIBIT INDEX

Reference to
Regulation S-K
Exhibit No.                Document

1         Final Draft of the  Underwriting  Agreement dated November 4
          1996 among Registrant,  Symons  International  Group,  Inc.,
          Advest, Inc. and Mesirow Financial, Inc.

3.1       The Registrant's  Articles of Incorporation are incorporated
          by  reference  to Exhibit 1 of the  Registrant's  Form 20-F,
          filed October 31, 1994.

3.2       Registrant's Restated Bylaw 1

4.1       Sample  Share   Certificate  and  Articles  of  Amalgamation
          defining rights  attaching to common shares are incorporated
          by  reference to Exhibit 2 of  Registrant's  Form 20-F filed
          October 31, 1994.

10.1      The  Stock  Purchase  Agreement  among  Registrant,   Symons
          International  Group, Inc., Fortis, Inc. and Interfinancial,
          Inc. dated January 31, 1996 is  incorporated by reference to
          Exhibit   10.1  of  Symons   International   Group,   Inc.'s
          Registration Statement on Form S-1, Reg. No. 333-9129.

10.2(1)   The Stock Purchase Agreement among GGS Management  Holdings,
          Inc., GS Capital  Partners II, L.P.,  Registrant  and Symons
          International   Group,   Inc.  dated  January  31,  1996  is
          incorporated  by  reference  to  Exhibit  10.2(1)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.2(2)   The First  Amendment to the Stock Purchase  Agreement by and
          among GGS Management Holdings, Inc., GS Capital Partners II,
          L.P.,  Registrant and Symons International Group, Inc. dated
          March 28,  1996 is  incorporated  by  reference  to  Exhibit
          10.2(2) of Symons  International  Group, Inc.'s Registration
          Statement on Form S-1, Reg. No. 333-9129.

10.2(3)  The Second  Amendment to the Stock Purchase  Agreement by and
         among GGS Management Holdings,  Inc., GS Capital Partners II,
         L.P.,  Registrant and Symons  International Group, Inc. dated
         April  30,  1996 is  incorporated  by  reference  to  Exhibit
         10.2(3) of Symons  International  Group,  Inc.'s Registration
         Statement on Form S-1, Reg. No. 333-9129.

10.2(4)   The Third  Amendment to the Stock Purchase  Agreement by and
          among GGS Management Holdings, Inc., GS Capital Partners II,
          L.P., Registrant, Symons International Group, Inc. and Pafco
          General  Insurance  Company  dated  September  24,  1996  is
          incorporated  by  reference  to  Exhibit  10.2(4)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.3(1)   The  Stockholders  Agreement among GGS Management  Holdings,
          Inc.,  GS Capital  Partners II, L.P.,  Symons  International
          Group,   Inc.  and  Registrant   dated  April  30,  1996  is
          incorporated  by reference to Exhibit  10.3(1) of the Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.3(2)   The Amended and  Restated  Stockholder  Agreement  among GGS
          Management  Holdings,  Inc.,  GS Capital  Partners II, L.P.,
          Symons   International  Group,  Inc.  and  Registrant  dated
          September 24, 1996 is  incorporated  by reference to Exhibit
          10.3(2) of Symons  International  Group, Inc.'s Registration
          Statement on Form S-1, Reg. No. 333-9129.

10.4      The  Registration  Rights  Agreement  among  GGS  Management
          Holdings, Inc., GS Capital Partners II, L.P., Registrant and
          Symons  International  Group,  Inc.  dated April 30, 1996 is
          incorporated   by   reference  to  Exhibit  10.4  of  Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.5      The Management  Agreement among Superior  Insurance Company,
          Superior  American  Insurance  Company,   Superior  Guaranty
          Insurance  Company and GGS Management,  Inc. dated April 30,
          1996 is  incorporated by reference to Exhibit 10.5 of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.


<PAGE>

10.6      The  Management  Agreement  between Pafco General  Insurance
          Company and Symons  International  Group,  Inc. dated May 1,
          1987, as assigned to GGS  Management,  Inc.  effective April
          30, 1996,  is  incorporated  by reference to Exhibit 10.6 of
          Symons International Group, Inc.'s Registration Statement on
          Form S-1, Reg. No. 333-9129.

10.7      The  Administration  Agreement between IGF Insurance Company
          and Symons  International  Group,  Inc.  dated  February 26,
          1990, as amended,  is  incorporated  by reference to Exhibit
          10.7 of the Symons  International Group, Inc.'s Registration
          Statement on Form S-1, Reg. No. 333-9129.

10.8      The  Agreement  between  IGF  Insurance  Company  and Symons
          International   Group,   Inc.  dated  November  1,  1990  is
          incorporated   by   reference  to  Exhibit  10.8  of  Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.9(1)   The Credit Agreement between GGS Management,  Inc.,  various
          Lenders and The Chase Manhattan Bank (National Association),
          as   Administrative   Agent,   dated   April  30,   1996  is
          incorporated  by  reference  to Exhibit  10.11(1)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.9(2)   The Pledge Agreement between GGS Management  Holdings,  Inc.
          and Chase  Manhattan  Bank,  N.A.  dated  April 30,  1996 is
          incorporated  by  reference  to Exhibit  10.11(2)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.9(3)   The Pledge Agreement between GGS Management,  Inc. and Chase
          Manhattan Bank, N.A. dated April 30, 1996 is incorporated by
          reference to Exhibit 10.11(3) of Symons International Group,
          Inc.'s   Registration   Statement  on  Form  S-1,  Reg.  No.
          333-9129.

10.9(4)   The First  Amendment  to the Credit  Agreement  between  GGS
          Management,  Inc., various Lenders and Chase Manhattan Bank,
          N.A., as Administrative Agent, dated September 26, 1996

10.9(5)   The Second  Amendment  to the Credit  Agreement  between GGS
          Management,  Inc., various Lenders and Chase Manhattan Bank,
          N.A., as Administrative Agent, dated December 31, 1996

10.9(6)   The Third  Amendment  to the Credit  Agreement  between  GGS
          Management,  Inc., various Lenders and Chase Manhattan Bank,
          N.A., as Administrative Agent, dated March 26, 1997

10.10     The  Registration  Rights Agreement  between  Registrant and
          Symons  International  Group,  Inc.  dated  May 29,  1996 is
          incorporated   by  reference  to  Exhibit  10.13  of  Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.11(1)  The  License,  Improvement  and  Support  Agreement  between
          Tritech  Financial  Systems,  Inc. and Symons  International
          Group,  Inc.  dated  August  30,  1995  is  incorporated  by
          reference to Exhibit 10.14(1) of Symons International Group,
          Inc.'s   Registration   Statement  on  Form  S-1,  Reg.  No.
          333-9129.

10.11(2)  The License of Computer  Software between Tritech  Financial
          Systems,  Inc. and Symons  International  Group,  Inc. dated
          August 30,  1995 is  incorporated  by  reference  to Exhibit
          10.14(2) of Symons  International Group, Inc.'s Registration
          Statement on Form S-1, Reg. No. 333-9129.

10.12(1)  The  Agreement  among  Cliffstan  Investments,  Inc.,  Pafco
          General  Insurance  Company  and Gage North  Holdings,  Inc.
          dated  September  1, 1989 is  incorporated  by  reference to
          Exhibit  10.15(1)  of  Symons  International  Group,  Inc.'s
          Registration Statement on Form S-1, Reg. No. 333-9129.

10.12(2)  The Purchase of Promissory  Note and  Assignment of Security
          Agreement   between  Pafco  General  Insurance  Company  and
          Granite Reinsurance Company,  Ltd., dated September 30, 1992
          is incorporated  by reference to Exhibit  10.15(2) of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.


<PAGE>

10.12(3)  The  Guarantee  of Alan G.  Symons  dated  April 22, 1994 is
          incorporated  by  reference  to Exhibit  10.15(3)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.12(4)  The Share  Pledge  Agreement  between  Symons  International
          Group,  Ltd. and Pafco General Insurance Company dated April
          22, 1994 is incorporated by reference to Exhibit 10.15(4) of
          Symons International Group, Inc.'s Registration Statement on
          Form S-1, Reg. No. 333-9129.

10.13(1)  The Employment  Agreement  between GGS Management  Holdings,
          Inc.  and  Alan  G.  Symons   dated   January  31,  1996  is
          incorporated  by  reference  to Exhibit  10.16(1)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.13(2)  The Employment  Agreement  between GGS Management  Holdings,
          Inc.  and  Douglas  H.  Symons  dated  January  31,  1996 is
          incorporated  by  reference  to Exhibit  10.16(2)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.14(1)  The Employment  Agreement  between IGF Insurance Company and
          Dennis G. Daggett effective February 1, 1996 is incorporated
          by  reference  to Exhibit  10.17(1) of Symons  International
          Group, Inc.'s  Registration  Statement on Form S-1, Reg. No.
          333-9129.

10.14(2)  The Employment  Agreement  between IGF Insurance Company and
          Thomas F. Gowdy  effective  February 1, 1996 is incorporated
          by  reference  to Exhibit  10.17(2) of Symons  International
          Group, Inc.'s  Registration  Statement on Form S-1, Reg. No.
          333-9129.

10.15     The Employment  Agreement between Superior Insurance Company
          and Roger C. Sullivan, Jr. dated May 9, 1996 is incorporated
          by reference to Exhibit 10.18 of Symons International Group,
          Inc.'s   Registration   Statement  on  Form  S-1,  Reg.  No.
          333-9129.

10.16     The  Employment  Agreement  between  Registrant  and Gary P.
          Hutchcraft  effective  June  30,  1996  is  incorporated  by
          reference to Exhibit  10.19 of Symons  International  Group,
          Inc.'s   Registration   Statement  on  Form  S-1,  Reg.  No.
          333-9129.

10.17     The Goran Capital Inc. Stock Option Plan is  incorporated by
          reference to Exhibit  10.20 of Symons  International  Group,
          Inc.'s   Registration   Statement  on  Form  S-1,  Reg.  No.
          333-9129.

10.18     The GGS Management Holdings,  Inc. 1996 Stock Option Plan is
          incorporated   by  reference  to  Exhibit  10.21  of  Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.19     The Symons  International Group, Inc. 1996 Stock Option Plan
          is  incorporated  by  reference  to Exhibit  10.22 of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.20     The Symons International Group, Inc. Retirement Savings Plan
          is  incorporated  by  reference  to Exhibit  10.24 of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.21     The  Insurance  Service  Agreement  between  Mutual  Service
          Casualty  Company and IGF  Insurance  Company  dated May 20,
          1996 is incorporated by reference to Exhibit 10.25 of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.22(1)  The  Automobile  Third Party  Liability and Physical  Damage
          Quota Share  Reinsurance.  Contract  between  Pafco  General
          Insurance   Company  and  Superior   Insurance   Company  is
          incorporated  by  reference  to Exhibit  10.27(1)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.


<PAGE>

10.22(2)  The Crop Hail  Quota  Share  Reinsurance  Contract  and Crop
          Insurance  Service Agreement between Pafco General Insurance
          Company  and  IGF  Insurance   Company  is  incorporated  by
          reference to Exhibit 10.27(2) of Symons International Group,
          Inc.'s   Registration   Statement  on  Form  S-1,  Reg.  No.
          333-9129.

10.22(3)  The  Automobile  Third Party  Liability and Physical  Damage
          Quota  Share  Reinsurance  Contract  between  IGF  Insurance
          Company and Pafco General  Insurance Company is incorporated
          by  reference  to Exhibit  10.27(3) of Symons  International
          Group, Inc.'s  Registration  Statement on Form S-1, Reg. No.
          333-9129.

10.22(4)  The Multiple Line Quota Share  Reinsurance  Contract between
          IGF Insurance Company and Pafco General Insurance Company is
          incorporated  by  reference  to Exhibit  10.27(4)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.22(5)  The  Standard   Revenue   Agreement   between  Federal  Crop
          Insurance   Corporation   and  IGF   Insurance   Company  is
          incorporated  by  reference  to Exhibit  10.27(5)  of Symons
          International  Group, Inc.'s Registration  Statement on Form
          S-1, Reg. No. 333-9129.

10.23     The Commitment  Letter,  effective October 24, 1996, between
          Fifth Third Bank of Central Indiana and Symons International
          Group, Inc. is incorporated by reference to Exhibit 10.28 of
          Symons International Group, Inc.'s Registration Statement on
          Form S-1, Reg. No. 333-9129.

10.24     The   Reinsurance   Agreement  No.   1000-91   (Quota  Share
          Agreement) and Reinsurance  agreement No. 1000-90 (Stop Loss
          Reinsurance  and  Reserves  Administration   Agreement)  are
          incorporated  by reference  to Exhibit 3(c) of  Registrant's
          Form 20-F filed October 31, 1994.

10.25     The  Form of  Share  Option  Agreement  is  incorporated  by
          reference to Exhibit 10.05 of Registrant's Form 10-K for the
          year ended December 31, 1994.

10.26     The Share  Pledge  Agreement  between  Symons  International
          Group,  Ltd and Registrant is  incorporated  by reference to
          Exhibit 10.06 of  Registrant's  Form 10-K for the year ended
          December 31, 1994.

10.27     The MPCI  Mulit-Year  Stop  Loss  Reinsurance  Agreement  is
          incorporated  by reference to Exhibit 10.07 of  Registrant's
          Form 10-K for the year ended December 31, 1994.

10.28     The  Automobile  Liability  and Physical  Damage Quota Share
          Reinsurance  Agreement,   as  amended,  is  incorporated  by
          reference to Exhibit 10.08 of Registrant's Form 10-K for the
          year ended December 31, 1994.

11        Statement re Computation of Per Share Earnings

13.1      Annual Report to Security Holders, 1995                          *

13.2      Annual Report to Security Holders, 1996

21        The  Subsidiaries  of the  Registrant  are  incorporated  by
          reference  to  Footnote 1 of the  Registrant's  consolidated
          financial  statements contained in its 1996 Annual Report to
          Security Holders filed hereunder as Exhibit 13.


<PAGE>

99.1      Management  Proxy  Circular  with  respect  to  1997  Annual
          Meeting of Shareholders of Registrant

99.2      Section captioned "Voting  Securities and Beneficial Owners"
          in the definitive  proxy  statement of Symons  International
          Group,   Inc.   for  the  1997  annual   meeting  of  common
          stockholders.

99.3      Section  captioned   "Indebtedness  of  Management"  in  the
          definitive  proxy statement of Symons  International  Group,
          Inc. for the 1997 annual meeting of common stockholders.

99.4      Section     captioned     "Certain     Relationships/Related
          Transactions"  in the definitive  proxy  statement of Symons
          International  Group,  Inc.  for the 1997 annual  meeting of
          common stockholders.
---------------
*    Included herewith, as revised to correct electronic filer error.