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                       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 No. 1-12449

                               SCPIE HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                      Delaware                                  95-4557980
            (State or other jurisdiction                     (I.R.S. Employer
          of incorporation or organization)                 Identification No.)


     9441 West Olympic Boulevard, Beverly Hills,                90212-4015
                     California
      (Address of principal executive offices)                  (Zip Code)


       Registrant's telephone number, including area code: (310) 551-5900

     Securities registered pursuant       Name of Exchange on which registered
      to Section 12(b) of the Act

Common Stock, par value $0.0001 per share        New York Stock Exchange

     Preferred Stock Purchase Rights             New York Stock Exchange
           (Title of Class)                       


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

                                      NONE

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 (ss. 229.405 of this chapter) 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 Registrant's voting stock held by
non-affiliates of the Registrant at March 16, 1998, was approximately
$396,001,337 (based upon the closing sales price of such date, as reported by
the Wall Street Journal).

At March 16, 1998, the Registrant had issued and outstanding an aggregate of
12,776,691 shares of its Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

  Proxy statement for the Annual Meeting of Stockholders of Registrant to be
held on May 14, 1998 (only portions of which are incorporated by reference).

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        This Amendment No. 1 to Form 10-K of SCPIE Holdings Inc. is being filed
to reflect the existence of Preferred Stock Purchase Rights as set forth on page
1 of this Form 10-K.



                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.


                                        SCPIE HOLDINGS INC.,

                                        By /s/ DONALD J. ZUK
                                          -------------------------------------
                                                      Donald J. Zuk
                                          President and Chief Executive Officer


May 14, 1998