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


                                    FORM 10Q


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

                  For the Quarterly Period Ended June 30, 1997
                           Commission File No. 1-11941


                           FARM FAMILY HOLDINGS, INC.
                    A Delaware Corporation IRS No. 14-1789227

                   344 Route 9W, Glenmont, New York 12077-2910
                  Registrant's telephone number: (518) 431-5000







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

The number of shares  outstanding of the issuer's  common stock as of August 13,
1997 is 5,253,813.


<PAGE>


                    FARM FAMILY HOLDINGS, INC. & SUBSIDIARIES

                                      INDEX



   Part I.   Financial Information

             Item 1.  Financial Statements of Farm Family Holdings, Inc. & 
                      Subsidiaries (unaudited)
                      Consolidated Balance Sheets
                      June 30, 1997 and December 31, 1996

                      Consolidated  Statements of Income Three months ended June
                      30,  1997 and 1996 and the six months  ended June 30, 1997
                      and 1996

                      Consolidated Statements of Cash Flow Six months ended June
                      30, 1997 and 1996

                      Notes to Consolidated Financial Statements

             Item 2.  Management's Discussion and Analysis of Financial 
                      Condition and Results of Operations


  Part II.   Other Information

             Item 4.  Submission of Matters to a Vote of Security Holders

             Item 6.  Exhibits and Reports on Form 8-K





<PAGE>

<TABLE>




                  FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                ($ in thousands)
<CAPTION>

                                                                                (Unaudited)
                                                                               June 30, 1997  December 31, 1996
---------------------------------------------------------------------------------------------------------------
Assets
Investments:
<S>                                                                                 <C>               <C>     
     Fixed Maturities
     Available for sale, at fair value
        (Amortized cost: $230,123 in 1997 and $214,226 in 1996 )                    $234,654          $219,188
     Held to maturity, at amortized cost
        (Fair value: $9,431 in 1997 and $9,973 in 1996)                                9,197             9,782
   Equity securities
     Available for sale, at fair value
            (Cost: $3,260 in 1997 and $2,546 in 1996)                                  3,874             7,908
   Mortgage loans                                                                      1,704             1,745
   Other invested assets                                                                 697               748
   Short-term investments                                                              5,454             5,333
---------------------------------------------------------------------------------------------------------------
             Total investments                                                       255,580           244,704
---------------------------------------------------------------------------------------------------------------
Cash                                                                                   5,422             4,110
Insurance receivables:
   Reinsurance receivables                                                            11,603            10,743
   Premiums receivable, net                                                           30,190            22,663
Deferred acquisition costs                                                            11,874            10,682
Accrued investment income                                                              5,252             4,861
Deferred income tax asset, net                                                         3,840             1,520
Prepaid reinsurance premiums                                                           2,361             1,944
Receivable from affiliates, net                                                       15,928            16,133
Other assets                                                                           2,564             2,052
---------------------------------------------------------------------------------------------------------------
             Total Assets                                                           $344,614          $319,412
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
LIABILITIES aND STOCKHOLDERS' EQUITY
Liabilities:
   Reserves for losses and loss adjustment expenses                                 $146,239          $141,220
   Unearned premium reserve                                                           65,309            55,945
   Reinsurance premiums payable                                                        2,198               641
   Accrued expenses and other liabilities                                             11,932             9,561
   Debt                                                                                1,285             1,304
---------------------------------------------------------------------------------------------------------------
             Total liabilities                                                       226,963           208,671
---------------------------------------------------------------------------------------------------------------

Commitments and contingencies
Stockholders' equity:
    Preferred stock $.01 par value 1,000,000 shares authorized
         and no shares issued and outstanding                                              -                 -

    Common stock $.01 par value 10,000,000 shares authorized
         and 5,253,813 shares issued and outstanding                                      53                53
    Additional Paid in Capital                                                        98,140            98,140
    Retained earnings                                                                 16,114             5,838
    Net unrealized investment gains                                                    3,344             6,710
---------------------------------------------------------------------------------------------------------------
             Total stockholders' equity                                              117,651           110,741
---------------------------------------------------------------------------------------------------------------
             Total Liabilities and Stockholders' Equity                             $344,614          $319,412
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
 See accompanying notes to Consolidated Financial Statements.

</TABLE>
<PAGE>


<TABLE>



                  FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                     ($ in thousands, except per share data)

<CAPTION>

                                                                      (Unaudited)           (Unaudited)
                                                                      Three Months           Six Months
                                                                     Ended June 30,         Ended June 30,
                                                                     1997       1996       1997        1996
-------------------------------------------------------------------------------------------------------------

Revenues:
<S>                                                                <C>        <C>         <C>        <C>    
     Premiums                                                      $35,761    $32,190     $70,734    $63,866
     Net investment income                                           4,510      3,645       8,926      7,503
     Realized investment gains, net                                  5,551         14       5,461         77
     Other income                                                      265        257         485        470
-------------------------------------------------------------------------------------------------------------
                   Total revenues                                   46,087     36,106      85,606     71,916
-------------------------------------------------------------------------------------------------------------
Losses and Expenses:
     Losses and loss adjustment expenses                            25,023     23,031      49,720     48,753
     Underwriting expenses                                          10,107      9,180      20,197     17,967
     Interest expense                                                   26         54          52        108
     Dividends to policyholders                                         74         86         112        113
-------------------------------------------------------------------------------------------------------------
             Total losses and expenses                              35,230     32,351      70,081     66,941
-------------------------------------------------------------------------------------------------------------
Income before federal income tax expense and extraordinary item     10,857      3,755      15,525      4,975
Federal income tax expense                                           3,637      1,222       5,249      1,619
-------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                     7,220      2,533      10,276      3,356
Extraordinary item - demutualization expenses                            -        896           -      1,417
-------------------------------------------------------------------------------------------------------------
             Net income                                             $7,220     $1,637     $10,276     $1,939
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------

Net income per share                                                 $1.37      $0.55       $1.96      $0.65
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding (1)                          5,253,813  3,000,000   5,253,813  3,000,000
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------

See accompanying notes to Consolidated Financial Statements.

</TABLE>


(1)  Gives effect in the three month and six month  periods  ended June 30, 1996
     to the allocation of 3,000,000 shares to eligible policyholders on July 26,
     1996 pursuant to Farm Family Casualty Insurance Company's conversion from a
     mutual company to a stockholder owned company.



<PAGE>
<TABLE>


                  FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
<CAPTION>

                                                                                          (Unaudited)
                                                                                       For the Six Months
                                                                                          Ended June 30,

                                                                                       1997            1996
-----------------------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities:
<S>                                                                                       <C>             <C>   
Net income                                                                               $10,276         $1,939
-----------------------------------------------------------------------------------------------------------------

Adjustments to reconcile net income
              to net cash provided by operating activities:
    Realized investment (gains) losses                                                    (5,461)           (77)
    Amortization of bond discount                                                             95             67
    Deferred income taxes                                                                   (507)          (554)
    Extraordinary item - demutualization expenses                                              -          1,417
    Changes in:
         Reinsurance receivables                                                            (860)         2,727
         Premiums receivable                                                              (7,527)        (3,910)
         Deferred acquisition costs                                                       (1,192)          (534)
         Accrued investment income                                                          (391)          (123)
         Prepaid reinsurance premiums                                                       (417)          (265)
         Receivable from affiliates                                                          205         (2,076)
         Other assets                                                                       (512)          (817)
         Reserves for losses and loss adjustment expenses                                  5,019            344
         Unearned premium reserve                                                          9,364          5,299
         Reinsurance premiums payable                                                      1,557         (1,514)
         Accrued expenses and other liabilities                                            2,371          2,270
-----------------------------------------------------------------------------------------------------------------
            Total adjustments                                                              1,744          2,254
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
            Net cash provided by operating activities before extraordinary item           12,020          4,193
            Extraordinary item - demutualization expenses                                      -         (1,417)
-----------------------------------------------------------------------------------------------------------------
            Net cash provided by operating activities                                     12,020          2,776
-----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTiNG ACTIVITIES Proceeds from sales:
    Fixed maturities available for sale                                                    3,514          5,450
    Other invested assets                                                                      -            143
    Equity securities                                                                      5,954              -
Investment collections:
    Fixed maturities available for sale                                                    7,334          6,505
    Fixed maturities held to maturity                                                        569          2,277
    Mortgage loans                                                                            41             37
Investment purchases:
    Fixed maturities available for sale                                                  (26,880)       (17,241)
    Fixed maturities held to maturity                                                     (1,038)             -
Change in short-term investments, net                                                       (121)           786
Change in other invested assets                                                              (62)           219
-----------------------------------------------------------------------------------------------------------------
            Net cash used in investing activities                                        (10,689)        (1,824)
-----------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
Principal payments on debt                                                                   (19)           (21)
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
            Net cash used in financing activities                                            (19)           (21)
-----------------------------------------------------------------------------------------------------------------
            Net increase in cash                                                           1,312            931
Cash, beginning of period                                                                  4,110          2,410
-----------------------------------------------------------------------------------------------------------------
Cash, end of period                                                                       $5,422         $3,341
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
See accompanying notes to Consolidated Financial Statements.

</TABLE>
<PAGE>


Notes to Consolidated Financial Statements

     1.   Summary of Significant Accounting Policies

     The accompanying  consolidated financial statements include the accounts of
     Farm Family  Holdings,  Inc. ("Farm Family  Holdings") and its wholly owned
     subsidiary,   Farm  Family   Casualty   Insurance   Company  ("Farm  Family
     Casualty"),  (collectively  referred  to as  the  "Company").  Farm  Family
     Holdings was  incorporated  under Delaware law on February 12, 1996 for the
     purpose of becoming  the parent  holding  company of Farm  Family  Casualty
     under a Plan of  Reorganization  and Conversion  (the "Plan").  On July 26,
     1996,  Farm  Family  Holdings  completed  its  initial  public  offering of
     2,470,000  shares of its common stock.  Concurrent with the consummation of
     Farm Family Holdings' initial public offering, Farm Family Mutual Insurance
     Company converted from a mutual property and casualty  insurance company to
     a stockholder  owned property and casualty  insurance  company and became a
     wholly owned subsidiary of Farm Family Holdings pursuant to the Plan. Also,
     Farm Family  Mutual  Insurance  Company was  renamed  Farm Family  Casualty
     Insurance Company.  In addition to the 2,470,000 shares sold in the initial
     public   offering  and  the  315,826  shares  sold  in  the   underwriters'
     over-allotment,  Farm  Family  Holdings  distributed  2,253,813  shares  to
     policyholders  and  surplus  note  holders,  and sold  214,174  shares in a
     subscription  offering.  As a result,  Farm Family  Holdings had  5,253,813
     shares outstanding as of July 26, 1996.

     The  per  share  information  presented  on the  accompanying  consolidated
     statements  of income gives effect in the three month and six month periods
     ended June 30, 1996 to the  allocation of 3,000,000  shares of common stock
     to  eligible  policyholders  on July 26,  1996  pursuant  to the Plan.  The
     financial  information  presented on the accompanying  consolidated balance
     sheets,  consolidated  statements of income, and consolidated statements of
     cash  flows for the three and six months  ended  June 30,  1996 is for Farm
     Family Mutual Insurance Company and subsidiary.

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance  with the  instructions to Form 10-Q. In the opinion
     of management,  these statements  contain all adjustments  including normal
     recurring  accruals,  which are  necessary for a fair  presentation  of the
     consolidated  financial  position at June 30,  1997,  and the  consolidated
     results of operations  for the three month and six month periods ended June
     30, 1997 and 1996. The results of the Company's  operations for any interim
     period are not  necessarily  indicative  of the  results  of the  Company's
     operations for a full fiscal year.

     2.  Future Application of Accounting Standards

     Statement of Financial  Accounting Standards No. 128 - "Earnings Per Share"
     is  effective  for  financial  statements  issued for periods  ending after
     December 15, 1997.  This statement  simplifies the  computation of earnings
     per share (EPS) by replacing the "primary" EPS requirements  with a "basic"
     EPS computation based upon  weighted-average  shares outstanding.  This new
     standard  requires a reconciliation of the numerator and denominator of the
     diluted EPS computation.

     Management believes that the impact of the adoption of this standard on per
     share disclosures  included in the consolidated  financial  statements will
     not be material.



<PAGE>


     3.  Omnibus Securities Plan

     At the Annual Meeting of  Stockholders  held on April 22, 1997, the Company
     adopted the Omnibus  Securities Plan (the "Plan") under which up to 500,000
     shares of common stock are available for award. Stock options granted under
     the Plan may be either  incentive stock options  ("ISOs") or  non-qualified
     stock options ("NQSOs"). For ISOs, the option price may be no less than the
     fair market value on the date of grant.  For NQSOs, the option price may be
     no less than 85% of the fair  market  value on the date of grant.  On April
     22,  1997,  215,000  NQSOs were  granted.  These NQSOs may be  exercised no
     earlier than July 26, 1999 and no later than the tenth  anniversary  of the
     date of the Company's 1997 Annual Meeting of Stockholders. These NQSOs vest
     in equal amounts over a three year period.  The following table  summarizes
     option information:
<TABLE>
<CAPTION>

                                                                                   Shares      Exercise Price
                                                                                   ------      --------------

              <S>                                                                 <C>           <C>
              Outstanding at beginning of period                                        -
              Granted                                                             215,000       $22.56
              Exercised                                                                 -
              Canceled                                                                  -
                                                                     ---------------------
              Outstanding at end of period                                        215,000
                                                                     ---------------------
              Options exercisable at end of period                                      -
              Options available for future grant                                  285,000
</TABLE>

     The Company plans to apply APB 25 and related interpretations in accounting
     for  its  stock  option  plan,  as  permitted  by  Statement  of  Financial
     Accounting Standards No. 123.


<PAGE>


Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.

General

The following  discussion includes the operations of Farm Family Holdings,  Inc.
("Farm Family Holdings") and its wholly owned  subsidiary,  Farm Family Casualty
Insurance  Company  ("Farm Family  Casualty")  (collectively  referred to as the
"Company"). The operations of the Company are also closely related with those of
its affiliates, Farm Family Life Insurance Company ("Farm Family Life") and Farm
Family  Life's wholly owned  subsidiary,  United Farm Family  Insurance  Company
("United Farm Family").

Farm Family  Casualty is a specialized  property and casualty  insurer of farms,
other  generally  related   businesses  and  residents  of  rural  and  suburban
communities  primarily in the Northeastern  United States.  Farm Family Casualty
provides property and casualty insurance  coverages to members of the state Farm
Bureau(R) organizations in New York, New Jersey, Delaware, West Virginia and all
of the New England states.  Membership in a state Farm Bureau  organization is a
prerequisite  for  voluntary  insurance  coverage  (except for  employees of the
Company and its affiliates).

The Company's  operating  results are subject to significant  fluctuations  from
period to period depending upon, among other factors, the frequency and severity
of losses from  weather  related and other  catastrophic  events,  the effect of
competition  and  regulation  on the  pricing of  products,  changes in interest
rates, general economic conditions, tax laws and the regulatory environment.  As
a condition  of its license to do  business  in various  states,  the Company is
required to participate  in a variety of mandatory  residual  market  mechanisms
(including  mandatory  pools) which  provide  certain  insurance  (most  notably
automobile  insurance)  to  consumers  who are  otherwise  unable to obtain such
coverages from private  insurers.  In all such states,  residual  market premium
rates are subject to the  approval of the state  insurance  department  and have
generally  been  inadequate.  The amount of future  losses or  assessments  from
residual market  mechanisms  cannot be predicted with certainty and could have a
material adverse effect on the Company's results of operations.

For the six  month  periods  ended  June 30,  1997 and 1996,  36.5%  and  38.4%,
respectively,  of the  Company's  direct  written  premiums  were  derived  from
policies  written  in New York  and,  for the same  periods,  25.2%  and  22.1%,
respectively,  were derived from policies written in New Jersey.  For these same
periods,  no other state  accounted for more than 10.0% of the Company's  direct
written  premiums.  As a result,  the  Company's  results of  operations  may be
significantly affected by weather conditions, catastrophic events and regulatory
developments  in  these  two  states  and  in  the  Northeastern  United  States
generally. In addition, the Company is currently investigating becoming licensed
as a direct writer in Pennsylvania and Maryland.

"Safe Harbor"  Statement Under the Private  Securities  Litigation Reform Act of
1995

Certain  statements made herein or elsewhere by or on behalf of the Company that
are not historical facts are intended to be  forward-looking  statements  within
the meaning of the safe harbor provisions of the Private  Securities  Litigation
Reform Act of 1995. Examples of forward-looking  statements include, but are not
limited to: (i) projections of revenue,  earnings,  capital  structure and other
financial  items,  (ii) statements of the plans and objectives of the Company or
its  management,  (iii)  statements  of  future  economic  performance  and (iv)
assumptions underlying statements regarding the Company or its business. Readers
are hereby  cautioned  that certain events or  circumstances  could cause actual
results to differ materially from those estimated, projected, or predicted. Such
risks and uncertainties include, but are not limited to, the following: exposure
to  catastrophic  loss,  geographic  concentration  of  loss  exposure,  general
economic  conditions  and  conditions  specific  to the  property  and  casualty
insurance  industry  including  its  cyclical  nature,  regulatory  changes  and
conditions,  rating agency policies and practices,  competitive factors,  claims
development and the impact thereof on loss reserves and the Company's  reserving
policy, the adequacy of the Company's reinsurance programs,  developments in the
securities  markets and the impact on the  Company's  investment  portfolio  and
other risks  included in this Report on Form 10-Q and other risk factors  listed
from time to time in the Company's  Securities and Exchange  Commission Filings.
In addition,  forward-looking statements are based on management's knowledge and
judgment as of the date that such statements are made. The Company undertakes no
obligation   to  publicly   release  the  result  of  any   revisions  to  these
forward-looking  statements that may be made to reflect events or  circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

Results of Operations

The Three Months Ended June 30, 1997 Compared to the Three Months Ended June 30,
1996

Premiums
--------
Premium revenue  increased $3.6 million or 11.1%,  during the three months ended
June 30, 1997 to $35.8  million from $32.2  million for the same period in 1996.
The  increase  in premium  revenue in 1997  resulted  from an  increase  of $4.1
million  in earned  premiums  on  additional  business  directly  written by the
Company, offset by a decrease of $0.3 million in earned premiums assumed as well
as an increase of $0.2 million in earned  premiums  ceded to reinsurers  and not
retained  by the  Company.  The $4.1  million  increase  in earned  premiums  on
additional  business directly written by the Company was primarily  attributable
to an increase of $3.6 million,  or 12.5%, in earned premiums from the Company's
primary  products  (personal  and  commercial  automobile  products  other  than
assigned risk  automobile  business,  the Special Farm  Package,  businessowners
products,  homeowners products, and Special Home Package) as well as an increase
of $0.2 million in earned  premiums from assigned risk automobile  business,  an
increase of $0.1 million in earned premiums from workers' compensation business,
and an increase of $0.1 million in earned premiums from umbrella policies.

Net written premiums increased 18.8% to $43.0 million for the three months ended
June 30,  1997  compared  to $36.1  million  for the same  period  in 1996.  The
increase in net  written  premiums is  primarily  attributable  to the growth in
direct  writings  to  customers  and,  to a lesser  extent,  an  increase in the
Company's voluntary assumed reinsurance business.  Geographically,  the increase
in the Company's direct writings came from New Jersey, New York,  Massachusetts,
Connecticut,  Delaware, West Virginia, Vermont and Rhode Island. Direct writings
for the second quarter of 1997 increased primarily as a result of an increase in
writings of all of the  Company's  primary  products and to a lesser extent as a
result of an increase in involuntary  assigned risk  automobile  business in New
Jersey and our re-entry into the  Massachusetts  workers'  compensation  market.
During the three months ended June 30, 1997, the written premium from New Jersey
assigned risk automobile business totaled $0.9 million.

Net Investment Income
---------------------
Net  investment  income  increased $0.9 million or 23.7% to $4.5 million for the
three  months ended June 30, 1997 from $3.6 million for the same period in 1996.
The increase in net investment income was primarily the result of an increase in
average cash and invested  assets (at  amortized  cost) of  approximately  $49.2
million, or 24.7% as of June 30, 1997 compared to June 30, 1996. The increase in
average cash and invested assets was primarily  attributable to the net proceeds
of $31.0 million from the Company's  initial  public  offering and  subscription
offering  received in July 1996 as well as available cash flow from  operations.
The return realized on the Company's cash and investments was 7.3% for the three
months ended June 30, 1997 and 7.4% for the same period in 1996.

Losses and Loss Adjustment Expenses
-----------------------------------
Losses and loss adjustment  expenses  increased $2.0 million,  or 8.6%, to $25.0
million for the three months ended June 30, 1997 from $23.0 million for the same
period in 1996. Loss and loss adjustment  expenses were 70.0% of premium revenue
for the three  months ended June 30, 1997  compared to 71.5% of premium  revenue
for the same period in 1996. The decrease in loss and loss  adjustment  expenses
as a percent of premium  revenue was primarily  attributable to the reduction in
weather  related losses.  Losses believed to be weather related  aggregated $1.1
million in the three months ended June 30, 1997 compared to $1.8 million for the
same period in 1996.

Underwriting Expenses
---------------------
Underwriting expenses increased $0.9 million, or 10.1%, to $10.1 million for the
three  months ended June 30, 1997 from $9.2 million for the same period in 1996.
For the three months ended June 30, 1997,  underwriting  expenses  were 28.3% of
premium  revenue  compared to 28.5% for the same period in 1996. The decrease in
underwriting expenses as a percent of premium revenue was primarily attributable
to the  implementation of the Company's expense management program and a greater
relative increase in premium revenue than in the Company's expenses.

Federal Income Tax Expense
--------------------------
Federal  income tax expense  increased $2.4 million to $3.6 million in 1997 from
$1.2  million in 1996.  Federal  income tax expense  was 33.5% of income  before
federal  income tax expense for the three months ended June 30, 1997 compared to
32.5% for the same period in 1996.

Realized Investment Gains
-------------------------
Realized  investment  gains for the second  quarter of 1997 of $5.6 million were
primarily the result of the sale of a common stock investment.

Net Income
----------
Net income  increased  $5.6  million to $7.2  million for the three months ended
June 30,  1997 from $1.6  million  for the same  period in 1996  primarily  as a
result of the  foregoing  factors and the impact of $0.9  million of expenses in
the  second  quarter  of 1996  related  to the  demutualization  of Farm  Family
Casualty which the Company has identified as an extraordinary item.

The Six Months  Ended June 30, 1997  Compared  to the Six Months  Ended June 30,
1996

Premiums
--------
Premium  revenue  increased  $6.8 million or 10.8%,  during the six months ended
June 30, 1997 to $70.7  million from $63.9  million for the same period in 1996.
The  increase  in premium  revenue in 1997  resulted  from an  increase  of $7.4
million  in earned  premiums  on  additional  business  directly  written by the
Company,  and an increase of $0.9 million in earned  premiums  assumed which was
offset by an increase of $1.4 million in earned premiums ceded to reinsurers and
not retained by the Company.  The $7.4  million  increase in earned  premiums on
additional  business directly written by the Company was primarily  attributable
to an increase of $7.1 million,  or 12.3%, in earned premiums from the Company's
primary  products  (personal  and  commercial  automobile  products  other  than
assigned  risk  business,  the Special Farm  Package,  businessowners  products,
homeowners products,  and Special Home Package),  an increase of $0.2 million in
earned  premium  from  workers'  compensation  business  and an increase of $0.1
million of earned  premium  from  umbrella  policies.  The number of policies in
force  related  to  the  Company's  primary  products   increased  by  10.0%  to
approximately  120,000 as of June 30, 1997 from approximately 109,100 as of June
30, 1996 and the average  premium earned for each such policy  increased by 2.0%
during the six months ended June 30, 1997 compared to the same period in 1996.

Net written  premiums  increased 15.7% to $79.7 million for the six months ended
June 30,  1997  compared  to $68.9  million  for the same  period  in 1996.  The
increase in net  written  premiums is  primarily  attributable  to the growth in
direct  writings  to  customers  and,  to a lesser  extent,  an  increase in the
Company's voluntary assumed reinsurance business.  Geographically,  the increase
in the Company's direct writings come from New Jersey, New York,  Massachusetts,
Connecticut,  Delaware,  West Virginia,  and Rhode Island.  In addition,  direct
writings  of  all  our  primary  products,   particularly  personal  automobile,
increased during the first six months of 1997.  During the six months ended June
30,  1997,  the  Company  wrote  approximately  $0.9  million of  assigned  risk
automobile business in New Jersey.

Net Investment Income
---------------------
Net  investment  income  increased $1.4 million or 19.0% to $8.9 million for the
six months  ended June 30,  1997 from $7.5  million for the same period in 1996.
The increase in net investment income was primarily the result of an increase in
average cash and invested  assets (at  amortized  cost) of  approximately  $49.2
million, or 24.7% as of June 30, 1997 compared to June 30, 1996. The increase in
average cash and invested assets was primarily  attributable to the net proceeds
of $31.0 million from the Company's  initial  public  offering and  subscription
offering  received in July 1996 as well as available cash flow from  operations.
The return  realized on the Company's cash and  investments was 7.4% for the six
months ended June 30, 1997 and 7.6% for the same period in 1996.

Losses and Loss Adjustment Expenses
-----------------------------------
Losses and loss adjustment  expenses  increased $1.0 million,  or 2.0%, to $49.7
million for the six months  ended June 30, 1997 from $48.7  million for the same
period in 1996. Loss and loss adjustment  expenses were 70.3% of premium revenue
for the six months ended June 30, 1997 compared to 76.3% of premium  revenue for
the same period in 1996. The decrease in loss and loss adjustment  expenses as a
percent of premium  revenue  was  primarily  attributable  to the  reduction  in
weather  related losses.  Losses believed to be weather related  aggregated $3.2
million in the six months  ended June 30, 1997  compared to $8.7 million for the
same period in 1996.

Underwriting Expenses
---------------------
Underwriting expenses increased $2.2 million, or 12.4%, to $20.2 million for the
six months  ended June 30, 1997 from $18.0  million for the same period in 1996.
For the six months  ended June 30,  1997,  underwriting  expenses  were 28.6% of
premium  revenue  compared to 28.1% for the same period in 1996. The increase in
underwriting expenses as a percent of premium revenue was primarily attributable
to an increase in certain  overhead  expenses and  improvements in the Company's
accrual  process.  The  underwriting  expense  ratio of 28.6% for the six months
ended June 30, 1997 was less than the  underwriting  expense  ratio of 29.2% for
the year ended December 31, 1996.

Federal Income Tax Expense
--------------------------
Federal  income tax expense  increased $3.6 million to $5.2 million in 1997 from
$1.6  million in 1996.  Federal  income tax expense  was 33.8% of income  before
federal  income tax expense for the six months  ended June 30, 1997  compared to
32.5% for the same period in 1996.

Realized Investment Gains
-------------------------
Realized  investment  gains  increased  $5.4 million to $5.5 million for the six
months  ended June 30, 1997 from $0.1  million for the same period in 1996.  The
increase in realized investment gains was primarily  attributable to the sale of
a common stock investment.

Net Income
----------
Net income increased $8.4 million to $10.3 million for the six months ended June
30, 1997 from $1.9 million for the same period in 1996  primarily as a result of
the  foregoing  factors and the impact of $1.4  million of expenses in the first
quarter of 1996 related to the demutualization of Farm Family Casualty which the
Company has identified as an extraordinary item.

Liquidity and Capital Resources

Net cash  provided by operating  activities  was $12.0  million and $2.8 million
during the six month  periods  ended June 30, 1997 and 1996,  respectively.  The
increase in net cash  provided  by  operating  activities  during the six months
ended June 30, 1997 was primarily attributable to the increase in net income and
a decrease in payments for losses and loss adjustment expenses.

Net cash used in investing  activities  was $10.7 million  during the six months
ended June 30, 1997  compared to net cash used in investing  activities  of $1.8
million for the same period in 1996 primarily as a result of a decrease in sales
of short-term investments in the first six months of 1997.

The Company has in place unsecured lines of credit with two banks under which it
may borrow up to $12.0 million. At June 30, 1997, no amounts were outstanding on
these lines of credit.  In addition,  at June 30, 1997, Farm Family Casualty had
$1.3 million  principal amount of surplus notes  outstanding.  The surplus notes
bear interest at the rate of eight percent per annum and have no maturity  date.
The  principal  and interest on the surplus  notes are  repayable  only with the
approval of the Superintendent of Insurance of New York State.

Future Application of Accounting Standards

Financial  Accounting  Standards No. 128 - "Earnings Per Share." This  statement
which is effective  for  financial  statements  issued for periods  ending after
December 15, 1997,  simplifies  the  computation  of earnings per share (EPS) by
replacing the "primary" EPS  requirements  with a "basic" EPS computation  based
upon  weighted-average   shares  outstanding.   This  new  standard  requires  a
reconciliation of the numerator and denominator of the diluted EPS computation.

Management  believes  that the impact of the  adoption  of this  standard on per
share disclosures included in the consolidated  financial statements will not be
material.




<PAGE>


Item 4.      Submission of Matters to a Vote of Security Holders.

         Farm Family  Holdings' annual meeting of Stockholders was held on April
22, 1997.  At the meeting,  (i) eight  persons were elected as directors of Farm
Family Holdings, (ii) the appointment of Coopers & Lybrand L.L.P. as Farm Family
Holdings'  independent  auditors  for the year 1997 was  ratified  and (iii) the
adoption of Farm Family  Holdings'  Omnibus  Securities  Plan was approved.  The
number of votes cast for,  against or  withheld,  and the number of  abstentions
with  respect to each such matter is set forth below.  In  addition,  there were
361,294 broker  non-votes in connection with the approval of the adoption of the
Omnibus Securities Plan.

<TABLE>

                                                               For         Against/Withheld        Abstained
         Election of Directors:
            <S>                                             <C>                      <C>              <C>
            Nominee
            Robert L. Baker                                 3,743,173                23,730
            James V. Crane                                  3,743,679                23,224
            Clark W. Hinsdale, III                          3,742,881                24,022
            John W. Lincoln                                 3,743,396                23,507
            Wayne A. Mann                                   3,743,465                23,438
            Howard T. Sprow                                 3,735,157                31,746
            Charles A. Wilfong                              3,742,549                24,354
            Tyler P. Young                                  3,743,370                23,533

         Ratification of Auditors:                          3,704,244                12,895           49,764

         Approval of Omnibus Securities Plan:               2,435,699               879,270           90,640

</TABLE>


<PAGE>


Item 6:        Exhibits and Reports on Form 8-K

<TABLE>

                                  EXHIBIT INDEX

                      FARM FAMILY HOLDINGS, INC. FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 1997


Exhibit Number       Document Description

<S>                  <C>
*2.1                 Plan of  Reorganization  and Conversion  dated February 14, 1996 as amended by
                     Amendment No. 1, dated April 23, 1996

*3.1                 Certificate of Incorporation of Farm Family Holdings, Inc.

*3.2                 Bylaws of Farm Family Holdings, Inc.

10.1                 Option  Purchase  Agreement,  dated  February  14,  1996,  among  Farm  Family
                     Holdings,  Inc. and The  Shareholders  of Farm Family Life  Insurance  Company
                     Listed  Therein  (Incorporated  by reference  to  Registration  Statement  No.
                     333-4446) as amended by Amendment No. 1 to Option  Purchase  Agreement,  dated
                     as of April 22, 1997

**10.2               Amended and Restated Expense Sharing Agreement,  made effective as of February
                     14, 1996, by and among Farm Family Mutual Insurance Company,  Farm Family Life
                     Insurance Company and Farm Family Holdings, Inc.

*10.3                Indenture  of  Lease,  made  the 1st day of  January  1988,
                     between Farm Family Life Insurance  Company and Farm Family
                     Mutual  Insurance  Company as amended by the  Amendment  to
                     Lease, effective January 1, 1994

10.4                 Underlying  Multi-Line Per Risk  Reinsurance  Contract,  effective  January 1,
                     1995,  issued to Farm  Family  Mutual  Insurance  Company by The  Subscription
                     Reinsurer(s)  Executing the Interests and  Liabilities  Agreement(s)  Attached
                     Thereto,   as  amended  by  Addendum   No.  1,   effective   January  1,  1996
                     (Incorporated by reference to Registration  Statement No. 333-4446),  Addendum
                     No. 2,  effective  January 1, 1996,  Addendum No. 3,  effective  July 26, 1996
                     (Incorporated by reference to Farm Family Holdings,  Inc. Form 10-K), Addendum
                     No. 4,  effective  January 1, 1997  (Incorporated  by reference to Farm Family
                     Holdings, Inc. Form 10-Q for the quarter ended March 31, 1997)

10.5                 Umbrella Quota Share Reinsurance  Contract,  effective January 1, 1995, issued
                     to Farm Family  Mutual  Insurance  Company  and United  Farm Family  Insurance
                     Company,   as  amended  by  Addendum   No.  1,   effective   January  1,  1995
                     (Incorporated  by reference  to  Registration  Statement  No.  333-4446),  and
                     Addendum  No. 2 effective  July 26, 1996  (Incorporated  by  reference to Farm
                     Family Holdings,  Inc. Form 10-K),  Addendum No. 3, effective  January 1, 1997
                     (Incorporated  by reference to Farm Family  Holdings,  Inc.  Form 10-Q for the
                     quarter ended March 31, 1997)

10.6                 Excess Catastrophe  Reinsurance  Contract effective January 1, 1996, issued to
                     Farm  Family  Mutual   Insurance   Company   (Incorporated   by  reference  to
                     Registration Statement No. 333-4446),  as amended by Addendum No. 1, Effective
                     July 26, 1996  (Incorporated by reference to Farm Family  Holdings,  Inc. Form
                     10-Q for the quarter ended March 31, 1997)

*10.7                Assumption  Agreement,  commencing January 1, 1995, between Farm Family Mutual
                     Insurance Company and United Farm Family Insurance Company

*10.8                Service  Agreement,  made  effective  as of July 25, 1988 by and between  Farm
                     Family Mutual Insurance Company and United Farm Family Insurance Company

10.9                 Form of Membership List Purchase Agreement between Farm Family Mutual
                     Insurance Company and each of the Farm Bureaus (Incorporated by reference to
                     Registration Statement No. 333-4446) as amended by Amendment No. 1 to
                     Membership List Purchase Agreements effective July 26, 1996 (Incorporated by
                     reference to Farm Family Holdings, Inc. Form 10-Q for the quarter ended March
                     31, 1997)

*10.10               Farm Family Mutual Insurance Company 8% Subordinated Surplus  Certificate,  as
                     amended by  Certificate  of Amendment No. 1 and Trust  Indenture,  dated as of
                     December 29, 1976 relating to the 8% Subordinated Surplus Certificates

*10.11               Farm Family Mutual Insurance  Company 5% Debenture,  as amended by Certificate
                     of  Amendment,  effective  January 1, 1969,  Certificate  of Amendment  No. 2,
                     effective  January 1, 1979,  Certificate  of Amendment No. 3 and  Supplemental
                     Trust Indenture,  dated as of August 25, 1955 Amending Trust Indenture,  dates
                     as of May 16, 1955 Relating to The 5%  Debentures,  as amended by  Certificate
                     of  Amendment,  dated as of August 25, 1955,  Certificate  of Amendment No. 2,
                     dated as of  August  25,  1955,  Certificate  of  Amendment  No. 3 dated as of
                     August 25, 1955

*10.12               Farm Family Mutual Insurance Company Officer Severance Pay Plan, adopted
                     effective August 1, 1994

*10.13               Farm Family Mutual Insurance Company  Supplemental  Employee  Retirement Plan,
                     adopted as of January 1, 1994

**10.14              Farm Family Holdings,  Inc. Directors' Deferred  Compensation Plan,  effective
                     January 1, 1997

**10.15              Farm Family Holdings,  Inc.  Officers' Deferred  Compensation Plan,  effective
                     January 1, 1997

**10.16              Farm Family Holdings, Inc. Annual Incentive Plan effective January 1, 1997

**10.17              Farm Family Supplemental  Savings and Profit Sharing Plan effective January 1,
                     1997

**10.18              Tax  Payment  Allocation  Agreement  effective  January 1, 1996 by and between
                     Farm Family Holdings, Inc. and Farm Family Casualty Insurance Company

***10.19             Excess  Catastrophe  Reinsurance  Contract  issued  to  Farm  Family  Casualty
                     Insurance Company effective January 1, 1997

 10.20               Farm Family Holdings,  Inc.  Omnibus  Securities Plan, as amended by Amendment
                     No.  1 dated  February  13,  1997  (Incorporated  by  reference  to the  Proxy
                     Statement of Farm Family Holdings, Inc. dated March 7, 1997)

  11                 Computation of Earnings per  Share


*Incorporated by reference to Registration Statement No. 333-4446
**Incorporated by reference to Farm Family Holdings, Inc. Form 10-K for the year
ended December 31, 1996  ***Incorporated  by reference to Farm Family  Holdings,
Inc. Form 10-Q for the quarter ended March 31, 1997
</TABLE>


<PAGE>



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.


                                            FARM FAMILY HOLDINGS, INC.
                                                   (Registrant)




      August 13, 1997     By:/s/ Philip P. Weber
------------------------    -------------------------------------------
           (Date)           Philip P. Weber, President & Chief Executive Officer
                                         (Principal Executive Officer)




      August 13, 1997     By: /s/ Timothy A. Walsh
-----------------------     -------------------------------------------
           (Date)           Timothy A. Walsh, Executive Vice President 
                                             - Finance & Treasurer
                                 (Principal Financial & Accounting Officer)



<PAGE>


Exhibit 11.     Statement re computation of per share earnings

<TABLE>


                           FARM FAMILY HOLDINGS, INC.
                        COMPUTATION OF EARNINGS PER SHARE
                  (Amounts in thousands, except per share data)
<CAPTION>

                                                                Three months                Six months
                                                               ended June 30,             ended June 30,
                                                             1997          1996         1997           1996
                                                        -------------------------------------------------------
<S>                                                             <C>         <C>          <C>            <C>   
Net income available to common shareholders                     $7,220      $1,637       $10,276        $1,939

Weighted average shares outstanding                              5,254       3,000         5,254         3,000
                                                        -------------------------------------------------------

Net income per share                                             $1.37       $0.55         $1.96         $0.65
                                                        -------------------------------------------------------

</TABLE>




     (1)  Gives  effect  to the  allocation  of  3,000,000  shares  to  eligible
     policyholders  on  July  26,  1996  pursuant  to  Farm  Family   Casualty's
     conversion from a mutual company to a stockholder owned
     company.





Reports on Form 8-K

        A report  on Form 8-K was  filed on April  28,  1997  reporting  a press
release issued announcing the Company's  operating results for the quarter ended
March 31, 1997.

        A report on Form 8-K was filed on May 28, 1997 reporting a press release
issued announcing the A.M. Best rating of the company's  subsidiary was upgraded
to A (Excellent).

        No financial statements were filed with either Form 8-K.


EXHIBIT 10.1                                             [LLG&M DRAFT - 2/28/97]


                                   AMENDMENT NO. 1 TO OPTION PURCHASE AGREEMENT

                  This AMENDMENT NO. 1 TO OPTION PURCHASE AGREEMENT, dated as of
April 22,  1997 (this "Amendment"),  by and among FARM FAMILY HOLDINGS, INC. a
Delaware Corporation (the "Optionee"),  and THE SHAREHOLDERS OF FARM FAMILY LIFE
INSURANCE  COMPANY set forth on the  signature  pages  hereof  (individually,  a
"Shareholder" and collectively, the "Shareholders").

                  WHEREAS,  the Optionee and the  Shareholders  have  previously
entered into the Option Purchase  Agreement,  dated as of February 14, 1996 (the
"Option Purchase Agreement"); and

                  WHEREAS, the Optionee and the Shareholders desire to amend the
Option Purchase Agreement as set forth herein.

                  NOW,  THEREFORE,  for good  and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the Optionee and the
Shareholders  hereby  agree that the  Option  Purchase  Agreement  shall be, and
hereby is, amended and modified as follows:

         1.       Section  1(a) of the Option  Purchase  Agreement is amended by
                  deleting  the  definition  of the  term  "Exercise  Date"  and
                  inserting  in its  place  a new  definition,  which  reads  as
                  follows:

                           ""Exercise Date" means the date as of which the
                           Fair Market Value per Share is determined pursuant
                           to Section 3."

         2.       Section 3 of the  Option  Purchase  Agreement  is  amended  by
                  deleting the existing  Section 3 and  inserting in its place a
                  new Section 3, which reads as follows:

                           "Section 3. Fair Market  Value per Share.  (a) If the
                           Optionee  proposes  to  exercise  the  Options,   the
                           Optionee shall so notify the  Shareholders in writing
                           and instruct an  investment  banking firm of national
                           reputation,  selected by the Optionee and  reasonably
                           acceptable  to  the   Shareholders   (the   "Optionee
                           Appraiser"),  to  determine  the fair market value of
                           each Share as of the date of such  notice  (the "Fair
                           Market  Value  per  Share")  in  accordance  with the
                           Valuation Procedures (the "Optionee Valuation").  If,
                           following  receipt  of the  Optionee  Valuation,  the
                           Optionee   continues   to  propose  to  exercise  the
                           Options,   the   Optionee   shall   so   notify   the
                           Shareholders in writing and

                                                      -1-
<PAGE>



                           supply the Shareholders with the Optionee  Valuation.
                           The Shareholders and their authorized representatives
                           shall review the Optionee  Valuation  and,  within 30
                           days after the date of such receipt, the Shareholders
                           shall   notify  the  Optionee  in  writing  of  their
                           agreement   or   disagreement   with   the   Optionee
                           Valuation.  In the event the Shareholders  agree with
                           the Optionee Valuation,  the Optionee Valuation shall
                           be the Fair  Market  Value per Share for  purposes of
                           this  Agreement.   In  the  event  the   Shareholders
                           disagree   with   the   Optionee    Valuation,    the
                           Shareholders   and  the  Optionee   shall  use  their
                           reasonable   efforts  to  resolve  such  disagreement
                           within  15 days  after  the  date  the  Optionee  has
                           received   notice  of  such   disagreement.   If  the
                           Shareholders  and the  Optionee  are able to  resolve
                           such  disagreement  within  such 15-day  period,  the
                           valuation  so agreed  shall be the Fair Market  Value
                           per Share for purposes of this Agreement.

                                            (b) In the  event  the  Shareholders
                           and  the   Optionee   are  unable  to  resolve   such
                           disagreement   within  such  15-day  period  and  the
                           Optionee   continues   to  propose  to  exercise  the
                           Options,  the Shareholders shall promptly  thereafter
                           select  an   investment   banking  firm  of  national
                           standing and  reasonably  acceptable  to the Optionee
                           (the   "Shareholder   Appraiser")   for  purposes  of
                           determining  the  Fair  Market  Value  per  Share  in
                           accordance   with  the  Valuation   Procedures   (the
                           "Shareholder  Valuation").   The  Shareholders  shall
                           deliver the  Shareholder  Valuation  to the  Optionee
                           within the 30-day period next  following  such 15-day
                           period.  If the  Shareholder  Valuation  is within 5%
                           (plus  or  minus)  of  the  Optionee  Valuation  (the
                           "Target Range"), then the Fair Market Value per Share
                           for  purposes  of  this  Agreement  shall  equal  the
                           average of the Optionee Valuation and the Shareholder
                           Valuation. If the Shareholder Valuation is not within
                           the  Target   Range,   then  the   Optionee  and  the
                           Shareholders  shall use their  reasonable  efforts to
                           resolve  such  disagreement  within 15 days after the
                           Optionee's receipt of the Shareholder  Valuation.  If
                           the  Shareholders  and the Optionee are able to agree
                           on a  Shareholder  Valuation  within the Target Range
                           (the "Revised Shareholder Valuation"),  then the Fair
                           Market Value per Share for purposes of this Agreement
                           shall equal the average of the Optionee Valuation and
                           the Revised Shareholder Valuation.


                                                      -2-
<PAGE>



                                            (c) In the  event  the  Shareholders
                           and  the   Optionee   are  unable  to  resolve   such
                           disagreement   within  such  15-day  period  and  the
                           Optionee   continues   to  propose  to  exercise  the
                           Options,  the  Optionee  and the  Shareholders  shall
                           promptly  thereafter  jointly  select  an  investment
                           banking  firm of  national  standing  and the firm so
                           selected (the "Third Appraiser") shall be directed by
                           the Optionee and the  Shareholders  to determine  the
                           Fair Market  Value per Share in  accordance  with the
                           Valuation  Procedures  (the "Third  Valuation").  The
                           Third  Appraiser shall deliver the Third Valuation to
                           the Optionee and the  Shareholders  within the 30-day
                           period following its selection. The Fair Market Value
                           per Share for purposes of this Agreement shall be the
                           middle valuation of the Third Valuation, the Optionee
                           Valuation and the Shareholder Valuation.

                                            (d) The  fees  and  expenses  of the
                           Optionee Appraiser shall be paid by the Optionee. The
                           fees and expenses of the Shareholder  Appraiser shall
                           be paid by the Shareholders on a pro rata basis based
                           on the  number of Shares  owned by each of them.  The
                           fees and  expenses  of the Third  Appraiser  shall be
                           paid 50% by the Optionee and 50% by the  Shareholders
                           on a pro rata  basis  based on the  number  of shares
                           owned by each of them."

         3.       Section  4(a) of the Option  Purchase  Agreement is amended by
                  deleting the existing  Section 4(a) and inserting in its place
                  a new Section 4(a), which reads as follows:

                           "Within 45 days after any  determination  of the Fair
                           Market  Value per Share  pursuant  to  Section 3, the
                           Optionee may exercise the Options in whole but not in
                           part by  sending  a  written  notice  (the  "Exercise
                           Notice") to the Shareholders  specifying its election
                           to  exercise  the  Options  on the basis of such Fair
                           Market Price per Share.  The closing (the  "Closing")
                           of the  transactions  contemplated  hereby shall take
                           place on the date that is five  Business  Days  after
                           the  satisfaction  or  waiver of the  conditions  set
                           forth in Section 7 at the offices of  LeBoeuf,  Lamb,
                           Greene &  MacRae,  L.L.P.,  at 10:00  A.M.,  New York
                           time.  The  "Closing  Date"  shall  be the  date  the
                           Closing occurs."

         4.       Section 11(b)(ii) of the Option Purchase Agreement is
                  amended by adding thereto a proviso at the end thereof,
                  which reads as follows:


                                                      -3-
<PAGE>



                           ", provided, that a Shareholder shall be permitted to
                           transfer the Shares owned by such  Shareholder  to an
                           Affiliate  of such  Shareholder  if the  holders of a
                           majority  of the  Shares  consent  in writing to such
                           transfer  and,  at or  prior  to  the  time  of  such
                           transfer,  such Affiliate shall execute a counterpart
                           of this  Agreement  and such other  documents  as are
                           necessary  to confirm such  Affiliate's  agreement to
                           become a party  to,  and to be bound by all terms and
                           conditions, of this Agreement".

                  This  Amendment  may be executed in two or more  counterparts,
each of which shall be  considered  one in the same  agreement  and shall become
effective when one or more  counterparts have been signed by each of the parties
and delivered to the other parties,  it being  understood  that all parties need
not sign the same counterpart.


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed by their respective duly authorized  officers as of the
date first above written.


                                            FARM FAMILY HOLDINGS, INC.


                                            By /s/ Philip P. Weber
                                            ----------------------
                                               Name: Philip P. Weber
                                               Title: President & Chief 
                                                       Executive Officer


                                            CONNECTICUT FARM BUREAU SERVICE
                                                       COMPANY

                                            By /s/ Norma R. O'Leary
                                            -------------------
                                               Name: Norma R. O'Leary
                                               Title: President



                                            DELAWARE FARM BUREAU SERVICE
                                                     COMPANY, INC.

                                            By /s/ Joseph E. Calhoun
                                            ------------------------
                                               Name: Joseph E. Calhoun
                                               Title: President




                                       -4-

<PAGE>



                                            MAINE FARM BUREAU SERVICE COMPANY

                                            By /s/ Sandra A. George
                                            -----------------------
                                               Name: Sandra A. George
                                               Title: President



                                            MASSACHUSETTS FARM BUREAU SERVICE
                                                      COMPANY, INC.

                                            By /s/ Arthur D. Keown, Jr.
                                            ---------------------------
                                               Name: Arthur D. Keown, Jr.
                                               Title: President




                                            NEW HAMPSHIRE FARM BUREAU
                                                    FEDERATION


                                            By /s/ Gordon H. Gowen
                                            ----------------------
                                               Name: Gordon H. Gowen
                                               Title: President



                                            NEW JERSEY FARM BUREAU SERVICE
                                                       COMPANY


                                            By /s/ John I. Rigolizzo, Jr.
                                            -----------------------------
                                               Name: John I. Rigolizzo
                                               Title: Vice President


                                            NEW YORK FARM BUREAU SERVICE
                                                     COMPANY, INC.


                                            By /s/ John W. Lincoln
                                            ----------------------
                                               Name: John W. Lincoln
                                               Title: President


                                            RHODE ISLAND ASSOCIATION OF
                                                FARMERS SERVICE CO.

                                            By /s/ William M. Stamp, Jr.
                                            ----------------------------
                                               Name: William M. Stamp, Jr.
                                               Title: President



                                       -5-
<PAGE>



                                            VERMONT FARM BUREAU, INC.


                                            By /s/ Clark W. Hinsdale III
                                            ----------------------------
                                               Name: Clark W. Hinsdale III
                                               Title: President


                                            WEST VIRGINIA FARM BUREAU, INC.


                                            By /s/ Fred G. Butler, Sr.
                                            --------------------------
                                               Name: Fred G. Butler, Sr.
                                               Title: President

                                       -6-
<PAGE>