##### Table of Contents

---

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, 2004



Commission File No. 1-12449



---



SCPIE HOLDINGS INC.

(Exact name of registrant as specified in its charter)



---



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



1888 Century Park
East, Los Angeles, California 90067

www.scpie.com

(Address of principal executive offices and Internet site)



(310) 551-5900

(Registrants
telephone number, including area code)



---



|                                           |  |                                      
|------------------------------------------ |  | -------------------------------------
|Securities registered pursuant             |  | Name of Exchange on which registered:
|To Section 12(b) of the Act:               |  |                                      
|                                           | 
|Preferred Stock, par value $1.00 per share |  | New York Stock Exchange              
|Common Stock, par value $0.0001 per share  |  | 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 (§ 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



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No ̈



The aggregate market value of the Registrants voting stock held by non-affiliates of the Registrant at June 30, 2004, was $82,823,560 (based upon the closing sales price of such date, as reported by
TheWall Street Journal).



The number of shares of the
Registrants Common Stock outstanding as of March 7, 2005, was 9,904,604.



---



---

##### Table of Contents

TABLE OF CONTENTS



PART IV



|         |  |                                             |  |  
|-------- |  | ------------------------------------------- |  | -
|Item 15. |  | Exhibits and Financial Statements Schedules |  | 2



PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES



(a) (3) Exhibits:



|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER |  | DOCUMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|32.1   |  | Amended Certification of Registrants Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as created by Section 906 of
the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Annual Report on Form 10-K and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be
incorporated by reference into any filing of the Company.
|       | 
|32.2   |  | Amended Certification of Registrants Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as created by Section 906 of
the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Annual Report on Form 10-K and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be
incorporated by reference into any filing of the Company.



---

##### Table of Contents

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. ZUKDonald J. Zuk President and Chief Executive Officer




March 16, 2005



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                                       |  |                                                                                            |  |               
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------ |  | --------------
|SIGNATURE                                              |  | TITLE                                                                                      |  | DATE          
|/S/ DONALD J. ZUKDonald J. Zuk                         |  | President, Chief Executive Officer and Director (Principal Executive Officer)              |  | March 16, 2005
|                                                       |  |                                                                                           
|/S/ ROBERT B. TSCHUDYRobert B. Tschudy                 |  | Senior Vice President, Treasurer and Chief Financial
Officer (Principal Financial Officer) |  | March 16, 2005
|                                                       |  |                                                                                           
|/S/ EDWARD G. MARLEYEdward G. Marley                   |  | Vice President and Chief Accounting Officer (Principal
Accounting Officer)                 |  | March 16, 2005
|                                                       |  |                                                                                           
|                                                       |  | Chairman of the Board and Director                                                         |  |               
|Mitchell S. Karlan, M.D.                               |  |                                                                                            |  |               
|                                                       |  |                                                                                           
|/S/ WILLIS T. KING, JR.Willis T. King, Jr.             |  | Director                                                                                   |  | March 18, 2005
|                                                       |  |                                                                                           
|/S/ LOUIS H. MASOTTI, PH.D.Louis H. Masotti, Ph.D.     |  | Director                                                                                   |  | March 18, 2005
|                                                       |  |                                                                                           
|/S/ JACK E. MCCLEARY, M.D.Jack E. McCleary, M.D.       |  | Director                                                                                   |  | March 18, 2005
|                                                       |  |                                                                                           
|/S/ CHARLES B. MCELWEE, M.D.                           |  | Director                                                                                   |  | March 22, 2005
|                                                       |  |                                                                                           
|Charles B. McElwee, M.D.                               |  |                                                                                            |  |               
|                                                       |  |                                                                                           
|/S/ WENDELL L. MOSELEY, M.D.Wendell L. Moseley, M.D.   |  | Director                                                                                   |  | March 18, 2005
|                                                       |  |                                                                                           
|/S/ DONALD P. NEWELLDonald P. Newell                   |  | Director                                                                                   |  | March 16, 2005
|                                                       |  |                                                                                           
|/S/ WILLIAM A. RENERT, M.D.                            |  | Director                                                                                   |  | March 22, 2005
|                                                       |  |                                                                                           
|William A. Renert, M.D.                                |  |                                                                                            |  |               
|                                                       |  |                                                                                           
|/S/ HENRY L. STOUTZ, M.D.Henry L. Stoutz, M.D.         |  | Director                                                                                   |  | March 18, 2005
|                                                       |  |                                                                                           
|/S/ REINHOLD A. ULLRICH, M.D.Reinhold A. Ullrich, M.D. |  | Director                                                                                   |  | March 22, 2005
|                                                       |  |                                                                                           
|                                                       |  | Director                                                                                   |  |               
|Ronald H. Wender, M.D.                                 |  |                                                                                            |  |