UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A
                                (Amendment No. 1)


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

                   For the fiscal year ended DECEMBER 31, 2001

                                       OR

            [ ] 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: 0-4366

                               REGAN HOLDING CORP.
             (Exact name of registrant as specified in its charter)

                CALIFORNIA                                  68-0211359
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

                 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 under
                       Section 12(g) of the Exchange Act:
                           COMMON STOCK, NO PAR VALUE
                                (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 voting stock held by  non-affiliates  of
the registrant was $21,571,000 as of September 30, 2002.

     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 has  repurchased  its stock during the 60 days prior to the
date of this filing.

<PAGE>


     As of  September  30,  2002,  the  number  of  shares  outstanding  of  the
registrant's  Series A Common  Stock  was  24,370,000  and the  number of shares
outstanding  of  the  registrant's  Series  B  Common  Stock  was  569,000.  The
registrant has no other shares outstanding.



                                       2
<PAGE>


                                INTRODUCTORY NOTE

     This amended annual report on Form 10-K/A  (Amendment No. 1) for the fiscal
year ended December 31, 2001 is being filed to amend Part IV, Item 14 (Exhibits,
Financial Statement Schedules, and Reports on Form 8-K) to add audited financial
statements of prospectdigital,  LLC, a wholly-owned  subsidiary of Regan Holding
Corp., as Exhibit 99.1.


                                     PART IV



Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

    (a)  Index to Exhibits and Financial Statement Schedules:

          1. The following financial statements are included in Item 8:

               (i)  Independent Accountants Report.
               (ii) Consolidated Balance Sheet as of December 31, 2001 and 2000.
               (iii)Consolidated  Statement  of  Operations  for the years ended
                    December 31, 2001, 2000, and 1999.
               (iv) Consolidated Statement of Shareholders' Equity for the years
                    ended December 31, 2001, 2000, and 1999.
               (v)  Consolidated  Statement  of Cash  Flows for the years  ended
                    December 31, 2001, 2000, and 1999.
               (vi) Notes to Consolidated Financial Statements.

          2. Financial  statement  schedules are omitted because the information
     is not  required  or has been  included  in the  financial  statements  and
     related notes.

          3. The following exhibits are included in response to Item 14(c):

     3(a)          Restated Articles of Incorporation. (1)
     3(b)(2)       Amended and Restated Bylaws of the Company. (5)
     10(a)         Administrative Services Agreement effective January 1, 1991,
                   as amended, between Allianz Life Insurance Company
                   of North America and the Company.(2)
     10(b)(1)      Marketing Agreement effective June 1, 1993, as amended,
                   between American National Insurance Company and the
                   Company.(2)
     10(b)(2)      Amendment Three to Marketing Agreement with American National
                   Insurance Company.(3)
     10(b)(3)      Amendment Four to Marketing Agreement with American National
                   Insurance Company.(3)
     10(b)(4)      Amendment Five to Marketing Agreement with American National
                   Insurance Company.(4)

---------------
(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 six months ended June 30, 1998.
(4)  Incorporated  herein by reference to the  Company's  annual  report on Form
     10-K for the year ended December 31, 1998.
(5)  Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months and nine months ended September 30, 2000.

<PAGE>

     10(b)(5)      Amendment Six to Marketing Agreement with American National
                   Insurance Company (5)
     10(b)(6)      Amendment Seven to Marketing Agreement with American National
                   Insurance Company.(2)
     10(b)(7)      Amendment Eight to Marketing Agreement with American National
                   Insurance Company.(3)
     10(b)(8)      Amendment Nine to Marketing Agreement with American National
                   Insurance Company.(3)
     10(b)(9)      Amendment Ten to Marketing Agreement with American National
                   Insurance Company.(4)
     10(b)(10)     Amendment Eleven to Marketing Agreement with American
                   National Insurance Company.(9)
     10(b)(11)     Amendment Twelve to Marketing Agreement with American
                   National Insurance Company.(9)
     10(b)(12)     Amendment Thirteen to Marketing Agreement with American
                   National Insurance Company. (10)
     10(b)(13)     Amendment Fourteen to Marketing Agreement with American
                   National Insurance Company. (11)
     10(b)(14)     Amendment Sixteen to Marketing Agreement with American
                   National Insurance Company. (12)
     10(b)(15)     Amendment Seventeen to Marketing Agreement with American
                   National Insurance Company. (13)
     10(b)(16)     Amendment Eighteen to Marketing Agreement with American
                   National Insurance Company. (13)
     10(b)(17)     Amendment Nineteen to Marketing Agreement with American
                   National Insurance Company. (14)
     10(b)(18)     Amendment Twenty to Marketing Agreement with American
                   National Insurance Company. (15)
     10(b)(19)     Amendment Twenty One to Marketing Agreement with American
                   National Insurance Company. (16)
     10(b)(20)     Amendment Twenty Two to Marketing Agreement with American
                   National Insurance Company. (17)
     10(b)(21)     Amendment Twenty Three to Marketing Agreement with American
                   National Insurance Company. (17)
     10(b)(22)     Amendment Twenty Four to Marketing Agreement with American
                   National Insurance Company. (18)
     10(b)(23)     Amendment Twenty Five to the Marketing Agreement with
                   American National Insurance Company. (19)
     10(b)(24)     Amendment Twenty Six to the Marketing Agreement by and
                   between Legacy Marketing Group and American National
                   Insurance Company. (20)

     10(b)(25)     Amendment Twenty Seven to the Marketing Agreement by and
                   between Legacy Marketing Group and American National
                   Insurance Company.

     10(c)(1)      Insurance Processing Agreement effective June 1, 1993, as
                   amended, between American National Insurance Company and the
                   Company.(1)
     10(c)(2)      Amendment to Insurance Processing Agreement with American
                   National Insurance Company.(2)
     10(c)(3)      Amendment Two to Insurance Processing Agreement with American
                   National Insurance Company.(3)
     10(c)(4)      Amendment Three to Insurance Processing Agreement with
                   American National Insurance Company.(4)
     10(c)(5)      Amendment Four to Insurance Processing Agreement with
                   American National Insurance Company.(5)
     10(c)(6)      Amendment Five to Insurance Processing Agreement with
                   American National Insurance Company.(5)
     10(c)(7)      Amendment Six to Insurance Processing Agreement with American
                   National Insurance Company.(6)
     10(c)(8)      Amendment Seven to Insurance Processing Agreement with
                   American National Insurance Company.(7)
     10(c)(9)      Amendment Eight to Insurance Processing Agreement with
                   American National Insurance Company.(7)
     10(c)(10)     Amendment Nine to Insurance Processing Agreement with
                   American National Insurance Company.(8)

---------------
(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 ended March 31, 1998.
(3)  Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months and six months ended June 30, 1998.
(4)  Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months and nine months ended September 30, 1998.
(5)  Incorporated  herein by reference to the  Company's  annual  report on Form
     10-K for the year ended December 31, 1998.
(6)  Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months ended March 31, 1999.
(7)  Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months and six months ended June 30, 1999.
(8)  Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months and nine months ended September 30, 1999.
(9)  Incorporated  herein by reference to the  Company's  annual  report on Form
     10-K for the year ended December 31, 1999.
(10) Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months ended March 31, 2000.
(11) Incorporated  herein by reference to the Company's quarterly report on Form
     10-Q for the three months and six months ended June 30, 2000.
(12) Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months and nine months ended September 30, 2000.
(13) Incorporated herein by reference to the Company's Form S-1/A Post Effective
     Amendment No. 1, dated February 2, 2001.
(14) Incorporated  herein by reference to the  Company's  annual  report on Form
     10-K for the year ended December 31, 2000.
(15) Incorporated  herein by reference to the Company's quarterly report on Form
     10-Q for the three months ended March 31, 2001.
(16) Incorporated  herein by reference to the Company's quarterly report on Form
     10-Q for the six months ended June 30, 2001.
(17) Incorporated  herein by reference to the Company's quarterly report on Form
     10-Q for the nine months ended September 30, 2001.
(18) Incorporated herein by reference to the Company's Form S-2/A, Amendment No.
     2, dated February 11, 2002.
(19) Incorporated  herein by reference to the  Company's  annual  report or Form
     10-K for the year ended December 31, 2001.
(20) Incorporated  herein by reference to the Company's quarterly report on Form
     10-Q for the three months and six months ended June 30, 2002.


<PAGE>

     10(c)(11) Amendment Ten to Insurance Processing Agreement with American
               National Insurance Company.(4)
     10(c)(12) Amendment Eleven to Insurance Processing Agreement with American
               National Insurance Company.(4)
     10(c)(13) Amendment Twelve to Insurance Processing Agreement with American
               National Insurance Company. (5)
     10(c)(14) Amendment Thirteen to Insurance Processing Agreement with
               American National Insurance Company. (6)
     10(c)(15) Amendment Fifteen to Insurance Processing Agreement with American
               National Insurance Company.(7)
     10(c)(16) Amendment Sixteen to Insurance Processing Agreement with American
               National Insurance Company. (9)
     10(c)(17) Amendment Seventeen to Insurance Processing Agreement with
               American National Insurance Company. (9)
     10(c)(18) Amendment Eighteen to Insurance Processing Agreement with
               American National Insurance Company. (10)
     10(c)(19) Amendment Nineteen to Insurance Processing Agreement with
               American National Insurance Company. (11)
     10(c)(20) Amendment Twenty to Insurance Processing Agreement with American
               National Insurance Company. (12)
     10(c)(21) Amendment Twenty One to Insurance Processing Agreement with
               American National Insurance Company.(14)
     10(c)(22) Amendment Twenty Two to Insurance Processing Agreement with
               American National Insurance Company.(14)
     10(c)(23) Amendment Twenty Three to Insurance Processing Agreement with
               American National Insurance Company.(15)
     10(c)(24) Amendment Twenty Four to Insurance Processing Agreement with
               American National Insurance Company.(16)

     10(c)(25) Amendment Twenty Five to Insurance Processing Agreement with
               American National Insurance Company.(17)
     10(c)(26) Amendment Twenty Six to Insurance Processing Agreement with
               American National Insurance Company.
     10(d)     Form of  Producer  Agreement.(1)
     10(e)     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(f)     401(K) Profit Sharing Plan & Trust dated July 1, 1994.(1)
     10(g)     Marketing Agreement effective January 1, 1996 between IL Annuity
               and Insurance Company and the Company.(2)
     10(h)     Insurance Processing Agreement effective January 1, 1996 between
               IL Annuity and Insurance Company and the Company.(2)
     10(i)     Marketing Agreement effective May 29, 1998 between Transamerica
               Life Insurance and Annuity Company and Legacy Marketing Group.(3)
     10(i)(1)  Amendment Two to Marketing Agreement with Transamerica Life
               Insurance and Annuity Company.(12)
     10(i)(2)  Amendment Three to Marketing Agreement with Transamerica Life
               Insurance and Annuity Company.(14)
     10(j)(1)  Administrative Services Agreement effective May 29, 1998 between
               Transamerica Life Insurance and Annuity Company and Legacy
               Marketing Group, as amended.(3)
     10(j)(2)  Amendment to the Administrative Services Agreement with
               Transamerica Life Insurance and Annuity Company.(4)
     10(j)(3)  Amendment Two to the Administrative Services Agreement with
               Transamerica Life Insurance and Annuity Company.(4)
     10(j)(4)  Amendment Three to Administrative Services Agreement with
               Transamerica Life Insurance and Annuity Company. (12)
     10(j)(5)  Amendment Four to Administrative Services Agreement with
               Transamerica Life Insurance and Annuity Company.(14)
     10(k)(1)  Agreement of Purchase and Sale, dated March 8, 2001, by and
               between Regan Holding Corp. and G & W/Lakeville Corporate
               Center, LLC. (13)
     10(k)(2)  Promissory Note by and between Regan Holding Corp. and Washington
               Mutual Bank FA dated July 10, 2002.(17)
     10(l)     Producer Stock Award and Stock Option Plan, as amended.(8)
     10(m)     1998 Stock Option Plan, as amended.(8)
     21        Subsidiaries of the Registrant(16)
     99.1      Prospectdigital, LLC audited financial statements.
     99.2      Certification pursuant to 18 U.S.C. Section 1350.
     99.3      Certification pursuant to 18 U.S.C. Section 1350.


---------------
(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  annual  report on Form
     10-K for the year ended December 31, 1995.
(3)  Incorporated  herein by reference to the Company's  Form 8-K, dated June 1,
     1998.
(4)  Incorporated  herein by reference to the  Company's  annual  report on Form
     10-K for the year ended December 31, 1999.
(5)  Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months ended March 31, 2000.
(6)  Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months and six months ended June 30, 2000.
(7)  Incorporated  herein by reference to the Company's  quarterly Form 10-Q for
     the three months and nine months ended September 30, 2000.
(8)  Incorporated  herein  by  reference  to  the  Company's   Definitive  Proxy
     Statement dated July 31, 2001.
(9)  Incorporated herein by reference to the Company's Form S-1/A Post Effective
     Amendment No. 1, dated February 2, 2001.
(10) Incorporated  herein by reference to the  Company's  annual  report on Form
     10-K for the year ended December 31, 2000.
(11) Incorporated  herein by reference to the Company's quarterly report on Form
     10-Q for the three months ended March 31, 2001.
(12) Incorporated  herein by reference to the Company's quarterly report on Form
     10-Q for the six months ended June 30, 2001.
(13) Incorporated  herein by reference to the Company's Form 8-K, dated June 21,
     2001.
(14) Incorporated  herein by reference to the Company's quarterly report on Form
     10-Q for the nine months ended September 30, 2001.
(15) Incorporated herein by reference to the Company's Form S-2/A, Amendment No.
     2, dated February 11, 2002.
(16) Incorporated  herein by reference to the  Company's  annual  report on Form
     10-K for the year ended December 31, 2001.
(17) Incorporated  herein by reference to the Company's quarterly report on Form
     10-Q for the three months and six months ended June 30, 2002

      (b) Reports on Form 8-K filed during the quarter ended December 31, 2001.

           None.


<PAGE>

                                   SIGNATURES

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

           REGAN HOLDING CORP.


           By: /s/ Lynda L. Regan                         Date: October 23, 2002
           ------------------------------------
           Lynda L. Regan
           Chairman and Chief Executive Officer

     I, Lynda L. Regan, certify that:

     (1) I have  reviewed  this  amended  annual  report on Form 10-K/A of Regan
Holding Corp.;

     (2) Based on my knowledge,  this amended annual report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
amended annual report; and

     (3) Based on my knowledge,  the financial  statements,  and other financial
information  included  in this  amended  annual  report,  fairly  present in all
material respects the financial condition,  results of operations and cash flows
of the  registrant as of, and for, the periods  presented in this amended annual
report.

Date:  October 23, 2002


                                            /s/ Lynda L. Regan
                                            ------------------------
                                            Lynda L. Regan
                                            Chairman and Chief Executive Officer