UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10K/A

Amendment No. 1

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

o

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19704

REGAN HOLDING CORP.

(Exact name of Registrant as specified in its charter)

California

68-0211359

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

2090 Marina Avenue, Petaluma, California 94954

(Address of principal executive offices and Zip Code)

(707) 778-8638

(Registrants telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act.

Common Stock, No Par Value

(Title of Class)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES o NO x

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 o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, or non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.

$8,134,000

There is currently no trading market for the registrants stock. Accordingly, the foregoing aggregate market value is based upon the price at which the registrant repurchased its stock most recently prior to the last business day of the registrants most recently completed second fiscal quarter.

As of March 15, 2007, the number of shares outstanding of the registrants Series A Common Stock was 23,525,000 and the number of shares outstanding of the registrants Series B Common Stock was 550,000.  The registrant has no other shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with Regan Holding Corp.s Annual Meeting of Stockholders to be held on June 11, 2007, are incorporated by reference into Part III of this Form 10-K.



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PART IV

Item 15. Exhibits and Financial Statement Schedules

Explanatory Note  Exhibits 21, 31.1, 31.2, 32.1 and 32.2, which were referenced in the exhibit list to the Form 10K, filed on April 2, 2007, were inadvertently omitted from the filing.  They are filed herewith.  We are also correcting the Exhibit Index below by adding a note to incorporate Items 10(g) and 10(h) by reference to the Companys annual report on Form 10-K for the year ended December 31, 2005.

(a)

Index to Exhibits and Financial Statement Schedules:

1.

The following financial statements are included in Item 8:

(i)

Reports of Independent Registered Public Accounting Firms.

(ii)

Consolidated Balance Sheet as of December 31, 2006 and 2005.

(iii)

Consolidated Statement of Operations for the years ended December 31, 2006, 2005, and 2004.

(iv)

Consolidated Statement of Shareholders Equity for the years ended December 31, 2006, 2005, and 2004.

(v)

Consolidated Statement of Cash Flows for the years ended December 31, 2006, 2005, and 2004.

(vi)

Notes to Consolidated Financial Statements.

2.

Financial statement schedules - schedule II - valuation and qualifying accounts (included in Item 8)

3.

See (b) below.

(b)

Exhibit Index

3(a)

Restated Articles of Incorporation. (2)

3(b)(2)

Amended and Restated Bylaws of the Company. (3)

4(a)

Amended and Restated Shareholders Agreement, dated as of June 30, 2003, by and among the Company, Lynda Regan, Alysia Anne Regan, Melissa Louise Regan and RAM Investments. (4)

10(a)

Form of Producer Agreement. (1)

10(b)

Settlement Agreement dated June 18, 1993, among the State of Georgia as receiver for and on behalf of Old Colony Life Insurance Company, other related parties and the Company.(1)

10(c) *

401(K) Profit Sharing Plan & Trust dated July 1, 1994. (1)

10(d)

Promissory Note by and between Regan Holding Corp. and Washington Mutual Bank FA, dated July 10, 2002. (6)

10(e)

Producer Stock Award and Stock Option Plan, as amended. (5)

10(e)(1)

1998 Stock Option Plan, as amended. (5)

10(f)

Commercial Note between SunTrust Bank and the Company executed April 23, 2004. (7)

10(g)

Agreement of Purchase and Sale between Regan Holding Corp. and Basin Street Properties, dated July 25, 2005, and related Lease, dated November 18, 2005. (8)

10(h)

Amendment to Agreement of Purchase and Sale between Regan Holding Corp. and Basin Street Properties, dated November 14, 2005. (8)

10(i)

Credit Agreement between Legacy Marketing Group and Washington National Insurance Company dated July 20, 2006. (9)

10(j)

Asset Purchase Agreement between Prospectdigital LLC and PD Holdings LLC, dated January 25, 2007. (10)

21

Subsidiaries of Regan Holding Corp.

31.1

Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.

31.2

Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.

32.1

Certification of Chief Executive Officer pursuant to Section 1350.

32.2

Certification of Chief Financial Officer pursuant to Section 1350.



*

Management contract, compensatory plan or arrangement.

(1)

Incorporated herein by reference to the Companys annual report on Form 10-K for the year ended December 31, 1994.

(2)

Incorporated herein by reference to the Companys quarterly Form 10-Q for the three months and nine months ended September 30, 1996.

(3)

Incorporated herein by reference to the Companys quarterly Form 10-Q for the three months and nine months ended September 30, 2000.

(4)

Incorporated herein by reference to the Companys quarterly Form 10-Q for the three months and six months ended June 30, 2003.

(5)

Incorporated herein by reference to the Companys Definitive Proxy Statement dated July 31, 2001.

(6)

Incorporated herein by reference to the Companys quarterly report on Form 10-Q for the six months ended June 30, 2002.

(7)

Incorporated herein by reference to the Companys quarterly report on Form 10-Q for the six months ended June 30, 2004.

(8)

Incorporated herein by reference to the Companys annual report on Form 10-K for the year ended December 31, 2005.

(9)

Incorporated herein by reference to the Companys quarterly report on Form 10-Q for the quarterly period ended September 30, 2006.

(10)

Incorporated herein by reference to the Companys Form 8-K filed on January 25, 2007.



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SIGNATURES

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.







By: /s/ R. Preston Pitts

Date: April 3, 2007

R. Preston Pitts

Principal Accounting and Financial Officer





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