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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                  FORM 10-K/A
                                AMENDMENT NO. 1
 
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
 
                        COMMISSION FILE NUMBER: 0-27662
 
                               IPC HOLDINGS, LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                              <C>
                    BERMUDA                                       NOT APPLICABLE
        (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)
</TABLE>
 
  AMERICAN INTERNATIONAL BUILDING, 29 RICHMOND ROAD, PEMBROKE, HM 08, BERMUDA
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                                 (441) 298-5100
                        (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)
 
        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON SHARES, PAR
                             VALUE $0.01 PER SHARE
 
     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 the 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 the 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 [ ]
 
     The aggregate market value of the Registrant's Common Shares held by
non-affiliates of the Registrant as of April 17, 1998, was $501,860,592, based
on the last reported sale price of Common Shares on the Nasdaq National Market
system on that date.
 
     The number of the Registrant's Common Shares, par value U.S. $0.01 per
share, as of April 17, 1998, was 26,033,932.
 
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     This Amendment No. 1 amends Item 14 and Exhibit 13.1, and adds Item 7A and
Exhibit 23.2 to the Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 25, 1998. The complete text of each item which has
been amended is included. Text of items which have not been amended are not
included.
 
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
     Not material. See "Business-Investments-Foreign Currency Exposure".
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
     (a) Financial Statements and Exhibits
 
     1.  Financial Statements
 
         The following Consolidated Financial Statements of the Company and
         Report of Independent Auditors are incorporated herein by reference to
         pages 13 to 39 of the Annual Report:
 
       Report of Independent Public Accountants.
       Consolidated balance sheets as of December 31, 1997 and 1996.
       Consolidated statements of income for the years ended December 31, 1997,
         1996 and 1995.
       Consolidated statements of changes in shareholders' equity for the years
         ended December 31, 1997,   1996 and 1995.
       Consolidated statements of cash flows for the years ended December 31,
         1997, 1996 and 1995.
       Notes to the Consolidated Financial Statements.
 
     2.  Financial Statement Schedules
 
       Report of Independent Public Accountants on Schedules.
       Schedule II -- Condensed Financial Information of Registrant.
       Schedule III -- Supplementary Insurance Information of Subsidiary for the
         years ended December   1997, 1996 and 1995.
       Schedule IV -- Supplementary Information concerning Reinsurance for the
         years ended
         December 31, 1997, 1996 and 1995.
 
         Certain schedules have been omitted, either because they are not
         applicable or because the
       information is included in the Consolidated Financial Statements of the
         Company incorporated by reference to the Annual Report.
 
3.  Exhibits
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION                               METHOD OF FILING
-------                            -----------                               ----------------
<C>        <S>                                                           <C>
 2.2       Board Resolution authorizing the Exchange...................             *
 3.1       Memorandum of Association of the Company....................             *
 3.2       Amended and Restated Bye-Laws of the Company................             *
 3.3       Form of Memorandum of Increase of Share Capital.............             *
 3.4       Form of Registration Rights Agreement.......................             *
 4.1       Form of Share Certificate...................................             *
10.1A      Termination Agreement among the Company and its previous
             shareholders..............................................             *
10.1  B    Amendment No. 1 to the Termination Agreement dated as of
             February 15, 1996.........................................             *
10.2       Form of Amended and Restated Option Agreement entered into
             between the Company and AIG...............................             *
</TABLE>
 
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION                               METHOD OF FILING
-------                            -----------                               ----------------
<C>        <S>                                                           <C>
10.3       IPC Holdings, Ltd. Stock Option Plan........................             *
10.4       IPC Re Defined Contribution Plan............................             *
10.5       Amended and Restated Administrative Services Agreement among
             IPC and AICL..............................................             *
10.6       Investment Management Agreement between IPC Re and AIGIC....             **
10.7       Investment Sub-Advisory Agreement between AIGIC and AIGIC
             (Europe) (formerly known as Dempsey & Company
             International Limited)....................................             *
10.8       Custodial Agreement between AIGTS and IPC Re................             *
10.9       Retirement Agreement between IPC Re and James P. Bryce......             *
10.10      Retirement Agreement between IPC Re and Peter J.A. Cozens...             *
11.1       Statement regarding Computation of Per Share Earnings.......      Previously filed
13.1       Portions of the Annual Report incorporated herein by
             reference.................................................       Filed herewith
21.1       Subsidiaries of the Registrant..............................      Previously filed
23.1       Consent of Arthur Andersen & Co. ...........................      Previously filed
23.2       Consent of Arthur Andersen & Co.............................       Filed herewith
27.1       Financial Data Schedule.....................................      Previously filed
</TABLE>
 
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 * Incorporated by reference to the corresponding exhibit in the Company's
   Registration Statement on Form S-1 (No. 333-00088).
 
** Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the
   quarter ended June 30, 1997 (File No. 0-27662).
 
(b) Reports on Form 8-K.
 
     No reports were filed on Form 8-K during the fourth quarter of 1997.
 
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<PAGE>   4
 
                               IPC HOLDINGS, LTD.
 
                                   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 thereunto duly authorized,
in Pembroke, Bermuda, on the 21st day of April, 1998.
 
                                          IPC HOLDINGS, LTD.
 
                                                  /s/ JOHN P. DOWLING
 
                                          --------------------------------------
                                          John P. Dowling
                                          President and Chief Executive Officer
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this amended report has been signed by the following persons on behalf
of the Registrant and in the capacities indicated and on the dates indicated.
 
<TABLE>
<CAPTION>
                       SIGNATURE                                      TITLE                   DATE
                       ---------                                      -----                   ----
<C>                                                       <S>                            <C>
 
                /s/ JOSEPH C.H. JOHNSON                   Chairman of the Board of       April 21, 1998
--------------------------------------------------------  Directors
                  Joseph C.H. Johnson
 
                  /s/ JOHN P. DOWLING                     President, Chief Executive     April 21, 1998
--------------------------------------------------------  Officer and Director
                    John P. Dowling
 
                   /s/ JOHN R. WEALE                      Vice President and Chief       April 21, 1998
--------------------------------------------------------  Financial Officer
                     John R. Weale
 
                 /s/ MICHAEL L. BOURIS                    Deputy Chairman of Board of    April 21, 1998
--------------------------------------------------------  Directors
                   Michael L. Bouris
 
                     /s/ RON HIRAM                        Director                       April 21, 1998
--------------------------------------------------------
                       Ron Hiram
 
                                                          Director                       April   , 1998
--------------------------------------------------------
          Dr. the Honourable Clarence E. James
 
                                                          Director                       April   , 1998
--------------------------------------------------------
                      Frank Mutch
 
                                                          Director                       April   , 1998
--------------------------------------------------------
                    John T. Schmidt
</TABLE>
 
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                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION                               METHOD OF FILING
-------                            -----------                               ----------------
<C>        <S>                                                           <C>
 2.2       Board Resolution authorizing the Exchange                                *
 3.1       Memorandum of Association of the Company                                 *
 3.2       Amended and Restated Bye-Laws of the Company                             *
 3.3       Form of Memorandum of Increase of Share Capital                          *
 3.4       Form of Registration Rights Agreement                                    *
 4.1       Form of Share Certificate                                                *
10.1A      Termination Agreement among the Company and its previous
             shareholders                                                           *
10.1B      Amendment No.1 to the Termination Agreement dated as of
             February 15, 1996                                                      *
10.2       Form of Amended and Restated Option Agreement entered into
             between the Company and AIG                                            *
10.3       IPC Holdings, Ltd. Stock Option Plan                                     *
10.4       IPC Re Defined Contribution Plan                                         *
10.5       Amended and Restated Administrative Services Agreement among
             IPC and AICL                                                           *
10.6       Investment Management Agreement between IPC Re and AIGIC                 **
10.7       Investment Sub-Advisory Agreement between AIGIC and AIGIC
             (Europe) (formerly known as Dempsey & Company
             International Limited)                                                 *
10.8       Custodial Agreement between AIGTS and IPC Re                             *
10.9       Retirement Agreement between IPC Re and James P. Bryce                   *
10.10      Retirement Agreement between IPC Re and Peter J.A. Cozens                *
11.1       Statement regarding Computation of Per Share Earnings             Previously filed
13.1       Portions of the Annual Report incorporated herein by
             reference                                                        Filed herewith
21.1       Subsidiaries of the Registrant                                    Previously filed
23.1       Consent of Arthur Andersen & Co.                                  Previously filed
23.2       Consent of Arthur Andersen & Co.                                   Filed herewith
27.1       Financial Data Schedule                                           Previously filed
</TABLE>
 
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 * Incorporated by reference to the corresponding exhibit in the Company's
   Registration Statement on Form S-1 (No. 333-00088).
 
** Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the
   quarter ended June 30, 1997 (File No. 0-27662).
 
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