<PAGE>

================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                _______________


                                   FORM 10-Q



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


FOR THE QUARTER ENDED JUNE 30, 1999                  COMMISSION FILE NO. 1-12449


                              SCPIE HOLDINGS INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
          <S>                                                    <C>
                    DELAWARE                                        95-4457980
          (STATE OR OTHER JURISDICTION                            (I.R.S. EMPLOYER
          OF INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)


         1888 CENTURY PARK EAST, STE. 800                            90067-1712
            LOS ANGELES, CALIFORNIA                                  (ZIP CODE)
        (ADDRESS OF PRINCIPAL EXECUTIVE
                    OFFICE)
</TABLE>


                                (310) 551-5900
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


    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 the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.

                      Class                       Outstanding at August 12, 1999
    Preferred stock, par value $l.00 per share         No shares outstanding
    Common stock, par value $0.0001 per share            12,068,291 shares

================================================================================
<PAGE>

                        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      SCPIE HOLDINGS INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                   (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                                  JUNE 30,       DECEMBER 31,
                                                                                    1999             1998
                                                                                 -----------     ------------
<S>                                                                              <C>             <C>
                                                                                 (unaudited)
     ASSETS
Securities available-for-sale:
  Fixed-maturity investments (Note 3), at fair value
     (amortized cost 1999 -- $667,485; 1998 -- $698,971)                           $659,230        $722,196
  Equity investments, at fair value
     (cost 1999 -- $26,902; 1998 -- $31,493)                                         28,553          37,015
                                                                                   --------        --------
          Total securities available-for-sale                                       687,783         759,211
Short-term investments                                                               49,228          34,405
                                                                                   --------        --------
          Total investments                                                         737,011         793,616
Cash                                                                                  9,072          12,305
Accrued investment income                                                            10,947          11,440
Reinsurance recoverable                                                              29,440          24,899
Deferred federal income taxes                                                        20,061          12,163
Costs in excess of net assets acquired                                                7,397           7,811
Property and equipment, net                                                          20,638          19,706
Other assets                                                                         35,358          39,529
                                                                                   --------        --------
          Total assets                                                             $869,924        $921,469
                                                                                   ========        ========

     LIABILITIES
Reserves:
  Losses and loss adjustment expenses                                              $455,309        $477,631
  Unearned premiums                                                                  22,752          24,591
                                                                                   --------        --------
          Total reserves                                                            478,061         502,222
Other liabilities                                                                    22,356          32,729
                                                                                   --------        --------
          Total liabilities                                                         500,417         534,951

Commitments and contingencies                                                            --              --

    STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00, 5,000,000 shares
  authorized, no shares issued or outstanding                                            --              --
Common stock, par value $0.0001, 30,000,000
  shares authorized,
  1999 - 12,937,091 shares issued
         11,588,391 shares outstanding
  1998 - 12,792,091 shares issued
         11,878,791 shares outstanding                                                    1               1
Additional paid-in capital                                                           36,386          36,386
Retained earnings                                                                   362,308         344,587
Treasury stock, at cost
 (1999 - 848,700 shares; 1998 -  413,300 shares)                                    (24,896)        (13,141)
Accumulated other comprehensive income                                               (4,292)         18,685
                                                                                   --------        --------
          Total stockholders' equity                                                369,507         386,518
                                                                                   --------        --------
          Total liabilities and stockholders' equity                               $869,924        $921,469
                                                                                   ========        ========
</TABLE>

                            See accompanying notes.


                                       2
<PAGE>

                       CONSOLIDATED STATEMENTS OF INCOME
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                        THREE MONTHS ENDED     SIX MONTHS ENDED
                                                                                             JUNE 30,              JUNE 30,
                                                                                        -------------------   -------------------
                                                                                          1999       1998       1999       1998
                                                                                        --------   --------   --------   --------
           <S>                                                                           <C>        <C>       <C>        <C>
           Revenues:
             Premiums earned                                                             $39,375    $39,794   $ 80,393   $ 79,480
             Net investment income                                                         9,961     10,123     19,437     20,626
             Realized investment gains                                                       506      1,741      6,608      4,061
             Other revenue                                                                    93        232        230        270
                                                                                         -------    -------   --------   --------
                     Total revenues                                                       49,935     51,890    106,668    104,437
           Expenses:
             Losses and loss adjustment expenses                                          32,187     33,945     65,750     67,376
             Other operating expenses                                                      7,055      6,841     14,249     13,940
                                                                                         -------    -------   --------   --------
                     Total expenses                                                       39,242     40,786     79,999     81,316
                                                                                         -------    -------   --------   --------
           Income before federal income taxes                                             10,693     11,104     26,669     23,121
           Federal income taxes                                                            2,687      2,711      7,071      5,704
                                                                                         -------    -------   --------   --------
                     Net income                                                          $ 8,006    $ 8,393   $ 19,598   $ 17,417
                                                                                         =======    =======   ========   ========

           Basic earnings per share of common stock                                      $  0.69    $  0.69   $   1.67   $   1.43
           Diluted earnings per share of common stock                                    $  0.69    $  0.69   $   1.67   $   1.42

           Cash dividend declared per share of common stock                              $  0.08    $  0.06   $   0.16   $   0.12
</TABLE>

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                ACCUMULATED        TOTAL
                                                         ADDITIONAL                               OTHER            STOCK-
                                                COMMON    PAID-IN      RETAINED     TREASURY   COMPREHENSIVE      HOLDERS'
                                                STOCK     CAPITAL      EARNINGS      STOCK        INCOME           EQUITY
                                                ------   ----------   ----------   ----------  -------------   --------------
<S>                                             <C>      <C>           <C>          <C>        <C>                <C>
 BALANCE AT JANUARY 1, 1999                     $    1     $36,386     $344,587     $(13,141)     $ 18,685        $386,518
                                                                                                                  --------

     Net income                                     --          --       19,598           --            --          19,598
     Other comprehensive loss for
       unrealized loss on securities
       net of reclassification adjustments
       of $1,757 for losses included
       in net income.                                                                              (22,977)        (22,977)
                                                                                                                  --------
             Comprehensive loss                                                                                     (3,379)
                                                                                                                  --------

     Purchase of treasury stock                     --          --           --      (11,755)           --         (11,755)
    Cash dividends                                  --          --       (1,877)          --            --          (1,877)
                                                ------     -------     --------     --------      --------        --------
 BALANCE AT JUNE 30, 1999                       $    1     $36,386     $362,308     $(24,896)     $ (4,292)       $369,507
                                                ======     =======     ========     ========      ========        ========
</TABLE>

                            See accompanying notes.

                                       3
<PAGE>

                      SCPIE HOLDINGS INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                                        JUNE 30,                 JUNE 30,
                                                                                 ---------------------    ----------------------
                                                                                    1999        1998         1999       1998
                                                                                 ----------   --------    ---------   ----------
<S>                                                                              <C>          <C>         <C>          <C>
OPERATING ACTIVITIES
Net income....................................................................   $   8,006    $  8,393    $  19,598    $  17,417
Adjustments  to reconcile  net income to net cash
provided by (used in) operating  activities:
   Unpaid losses and loss adjustment expenses, and
     reinsurance recoverables.................................................     (19,642)     (4,983)     (26,863)      28,399
   Provision for deferred federal income taxes................................         994        (166)       1,409        1,213
   Realized investments gains.................................................        (330)     (1,132)      (4,296)      (2,640)
Changes in operating assets and liabilities:
   Accrued investment income..................................................        (422)       (916)         493          222
   Unearned premiums..........................................................         518        (906)      (1,839)       3,146
   Provisions for amortization and depreciation...............................         871       3,883        1,672        2,436
   Other liabilities..........................................................      (6,496)     (1,357)      (2,364)     (28,211)
   Other assets...............................................................        (168)     (4,525)       4,585      (15,601)
                                                                                 ---------    --------    ---------    ---------
          Net cash provided by (used in)  operating activities                     (16,669)     (1,709)      (7,605)       6,381

INVESTING ACTIVITIES
   Purchases--fixed maturities................................................    (110,921)    (38,944)    (205,347)    (148,546)
   Sales--fixed maturities...................................................      138,406      48,864      227,788      111,297
   Maturities--fixed maturities...............................................          72      11,631        2,928       27,493
   Purchases--equities........................................................      (3,127)     (2,097)     (15,789)      (4,012)
   Sales--equities............................................................          22        (940)      23,247        1,776
   Change in short-term investments, net......................................        (811)    (17,887)     (14,823)       9,569
                                                                                 ---------    --------    ---------    ---------
          Net cash provided by (used in) investing activities.................      23,641         627       18,004       (2,423)
                                                                                 ---------    --------    ---------    ---------

FINANCING ACTIVITIES
   Purchase of treasury stock.................................................      (7,682)     (2,863)     (11,755)      (4,397)
   Cash dividends                                                                     (893)       (728)      (1,877)      (1,461)
                                                                                 ---------    --------    ---------    ---------
          Net cash used in financing activities...............................      (8,575)     (3,591)     (13,632)      (5,858)
                                                                                 ---------    --------    ---------    ---------
Decrease in cash..............................................................      (1,603)     (4,673)      (3,233)      (1,900)

Cash at beginning of period...................................................      10,675      16,025       12,305       13,252
                                                                                 ---------    --------    ---------    ---------
Cash at end of period.........................................................   $   9,072    $ 11,352    $   9,072    $  11,352
                                                                                 =========    ========    =========    =========
</TABLE>

                            See accompanying notes.

                                       4
<PAGE>

                     SCPIE HOLDINGS INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

                                 JUNE 30, 1999

1.  BASIS OF PRESENTATION AND REORGANIZATION

Basis of Presentation

    The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with instructions to Form 10-Q and Article 7 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six-month period ended June 30, 1999 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999. For further information, refer to the consolidated financial
statements and notes thereto included in SCPIE Holdings Inc.'s annual report on
Form 10-K for the year ended December 31, 1998.

    The accompanying June 30, 1999 and 1998 consolidated financial statements
include the accounts and operations, after intercompany eliminations, of SCPIE
Holdings Inc. (SCPIE Holdings) and its wholly-owned subsidiaries, principally
SCPIE Indemnity Company (SCPIE Indemnity), American Healthcare Indemnity Company
(AHI), American Healthcare Specialty Insurance Company (AHSIC) and SCPIE
Management Company (SMC), collectively, the Company.

    Certain 1998 amounts have been reclassified to conform to the 1999
presentation.

2.  EARNINGS PER SHARE

    The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED                SIX MONTHS ENDED
                                                                            JUNE  30,                         JUNE 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA)                                 1999             1998            1999             1998
                                                                  ------------     ------------    ------------     ------------
<S>                                                                 <C>              <C>              <C>              <C>
Numerator:
  Net income                                                        $ 8,006          $ 8,393          $19,598          $17,417

Numerator for:
  Basic earnings per share of common stock                          $ 8,006          $ 8,393          $19,598          $17,417
  Diluted earnings per share of common stock                        $ 8,006          $ 8,393          $19,598          $17,417

Denominator:
  Denominator for basic earnings per share of common
  stock - weighted-average shares outstanding                        11,616           12,196           11,711           12,208

  Effect of dilutive securities:
   Stock options                                                         --               17               --               18
                                                                    -------          -------          -------          -------
   Denominator for diluted earnings per share of common
   stock adjusted - weighted-average shares outstanding              11,616           12,213           11,711           12,226

Basic earnings per share of common stock                            $   .69          $   .69          $  1.67          $  1.43
                                                                    =======          =======          =======          =======

Diluted earnings per share of common stock                          $   .69          $   .69          $  1.67          $  1.42
                                                                    =======          =======          =======          =======
</TABLE>

    At June 30, 1999 no incremental shares related to stock options are included
in the diluted average number of shares outstanding as the impact would have
been antidilutive.

                                       5
<PAGE>

3.  INVESTMENTS

    The Company's investments in available-for-sale securities at June 30, 1999
are summarized as follows:

<TABLE>
<CAPTION>
                                                                      COST OR         GROSS        GROSS
                                                                     AMORTIZED      UNREALIZED   UNREALIZED
                                                                        COST          GAINS        LOSSES     FAIR VALUE
                                                                   --------------   ----------   ----------   ----------
                                                                                        (IN THOUSANDS)
           <S>                                                       <C>            <C>          <C>          <C>
           Fixed-maturity investments:
              U. S. Government and Agencies                           $ 194,813      $  2,700     $  3,800    $ 193,713
              State, Municipalities and
                Political Subdivisions                                  320,389         2,369        5,133      317,625
              Mortgage-backed securities                                 36,991            29          410       36,610
              Corporate                                                 115,292            63        4,073      111,282
                                                                      ---------      --------     --------    ---------
           Total fixed-maturity investments                             667,485         5,161       13,416      659,230
           Equity investments                                            26,902         1,651           --       28,553
                                                                      ---------      --------     --------    ---------
           Total investments                                          $ 694,387      $  6,812     $ 13,416    $ 687,783
                                                                      =========      ========     ========    =========
</TABLE>

4.  FEDERAL INCOME TAXES

    The components of the federal income tax provision in the accompanying
statements of income are summarized as follows:

<TABLE>
<CAPTION>
                                                                SIX  MONTHS ENDED
                                                                    JUNE 30,
                                                 ----------------------------------------------
                                                         1999                      1998
                                                 ---------------------   ----------------------
                                                                  (IN THOUSANDS)
               <S>                                     <C>                       <C>
               Current                                 $  5,662                  $  4,491
               Deferred                                   1,409                     1,213
                                                       --------                  --------
               Total                                   $  7,071                  $  5,704
                                                       ========                  ========
</TABLE>

    A reconciliation of income tax computed at the federal statutory tax rate to
total income tax expense is as follows:

<TABLE>
<CAPTION>
                                                                        SIX MONTHS ENDED
                                                                            JUNE 30,
                                                         ---------------------------------------------
                                                                  1999                    1998
                                                         ---------------------   ---------------------
                                                                          (IN THOUSANDS)
     <S>                                                       <C>                      <C>
     Federal income tax at 35%                                 $  9,334                 $   8,092
     Increase (decrease) in taxes resulting from:
        Tax-exempt interest                                      (2,460)                   (2,445)
        Dividends received deduction                                (40)                      (79)
        Goodwill                                                    105                       105
        Other                                                       132                        31
                                                               --------                  --------
     Total                                                     $  7,071                  $  5,704
                                                               ========                  ========
</TABLE>

    In July 1997, the Internal Revenue Service (IRS) completed its examination
of the Company's 1993 federal income tax return and issued notices of proposed
adjustment (IRS Form 5701) that would have increased the Company's 1993 tax
liability. In June 1998, the IRS proposed similar adjustments with respect to
the Company's 1994 and 1995 federal income tax returns. All three years (1993-
1995) were the subject of a settlement (IRS Form 870AD), accepted by the IRS as
of July 16, 1999, that did not increase the Company's federal income tax
liability.

5.  COMPREHENSIVE INCOME

    Total comprehensive income (loss) was ($2,714) and ($3,380) for the three
and six months ended June 30, 1999 and $18,729 and $10,392 for the three and six
months ended June 30, 1998, respectively.

6.  COMMITMENTS AND CONTINGENCIES

    The Company is named as defendant in various legal actions primarily arising
from claims made under insurance policies and contracts. These actions are
considered by the Company in estimating the loss and loss adjustment expense
reserves. The Company's management believes that the resolution of these actions
will not have a material adverse effect on the Company's financial position or
results of operations.

    The Company is a defendant in a California action brought by the bankruptcy
estate of an uninsured physician.  The bankruptcy estate alleged that the
Company had an undisclosed conflict of interest when it provided the physician
with a free courtesy defense by an attorney who had represented the interests of
the Company's insureds in other cases.  In 1995, a jury made a damage award
against the Company of $4.2 million in compensatory damages, and punitive
damages which were reduced to $14.0 million by the trial judge.  The Company
appealed these awards to the California district court of appeal.  On May 8,

                                       6
<PAGE>

1998, the appellate court reversed the judgment against the Company in its
entirety. The case is now remanded to the California Superior Court in which the
judgment was originally entered. The Company has filed a motion in the Superior
Court for entry of judgment in its favor. The bankruptcy estate has opposed this
motion and is seeking a new trial. The matter is now under submission before the
trial judge, who is expected to render a decision within the next 45 days. The
Company believes that the action is entirely without merit and plans to
aggressively pursue its rights.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

    The Company is one of the nation's leading providers of medical malpractice
insurance, based on direct premiums written in 1998.  The Company currently
insures more than 13,500 physicians, other providers and oral and maxillofacial
surgeons practicing alone or in medical groups, clinics or other healthcare
organizations.  The Company also insures a variety of healthcare facilities,
including hospitals, emergency departments, outpatient surgery and hemodialysis
centers, and clinical and pathology laboratories.  The Company currently writes
professional liability insurance in 14 states, principally in California.

    Certain statements in this report on Form 10-Q that are not historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  Such forward-looking statements
involve known, and unknown risks, uncertainties and other factors based on the
Company's estimates and expectations concerning future events that may cause the
actual results of the Company to be materially different from historical results
or from any results expressed or implied by such forward-looking statements.
Actuarial estimates of losses and loss expenses (LAE) and expectations
concerning the company's ability to retain its current insureds and to expand
its product lines and its business in existing and into new geographical areas,
including through its affiliation with a major insurance broker, Brown & Brown,
are dependent upon a variety of factors, including future economic, competitive
and market conditions; future legislative and regulatory changes; and the
cyclical nature of the property and casualty industry, all of which are
difficult or impossible to predict accurately and many of which are beyond the
control of the company.  In addition, the Company is subject to certain
structural risks, including statutory restrictions on intercompany transactions
within the Company's holding company structure, and uncertainties concerning
compliance of the Company's computer systems with Year 2000 requirements.  These
risks and uncertainties are discussed in more detail under "Business - Risk
Factors," and "Management's Discussion and Analysis - General" in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998

    Premiums Earned. Premiums earned were essentially unchanged at $39.4 million
for the three months ended June 30, 1999 from $39.8 million for the same period
in 1998. Medical malpractice premiums of physicians and medical groups were
approximately $34.2 million for the three months ended June 30, 1999 compared to
$36.4 million for the same period in 1998. This decrease was principally
attributable to the loss of physician insureds during the second quarter of 1999
in medical specialties that experienced 1999 rate increases. Hospital medical
malpractice premiums were approximately $2.4 million for the three months ended
June 30,1999 compared to $2.9 million for the same period in 1998. Assumed
reinsurance premiums were approximately $1.6 million for the three months ended
June 30, 1999 compared to $0.8 million for the same period in 1998.

    Net Investment Income. Net investment income decreased to $10.0 million for
the three months ended June 30, 1999 from $10.1 million for the same period in
1998.  Average assets decreased to $757.5 million during the three months ended
June 30, 1999 compared to $776.1 million for the same period in 1998.  The
investment portfolio contained a larger percentage of higher yielding corporate
bonds during the three months ended June 30, 1999 than in the corresponding
period in 1998.

    Realized Investment Gains. Realized investment gains were approximately $0.5
million for the three months ended June 30, 1999 compared to $1.7 million for
the same period in 1998.

    Losses and LAE. Losses and LAE decreased to $32.2 million for the three
months ended June 30, 1999 from $33.9 million for the same period in 1998. As a
percentage of premiums earned, losses and LAE decreased to 81.7% for the three
months ended June 30, 1999 from 85.3% for the same period in 1998 due to
continued improvement in trends such as a decrease in the frequency of claims
reported. For the three months ended June 30, 1999, the Company reduced loss and
LAE reserves for claims incurred in prior policy years approximately $15.4
million as compared to a reserve reduction of $16.1 million for the same period
in 1998 for claims incurred in prior policy years.

    Other Operating Expenses. Other operating expenses increased by $0.3
million, or 4.4%, to $7.1 million for the three months ended June 30, 1999 from
$6.8 million for the same period in 1998. The ratio of other operating expenses
to premiums earned was 17.9% for the three months ended June 30, 1999 and 17.2%
for the same period in 1998.

    Federal Income Taxes. Federal income tax expense was level at $2.7 million
for the three months ended June 30, 1999 and for the same period in 1998. The
effective tax rate is 25.1% for the three months ended June 30, 1999 compared to
24.4% for the same period in 1998.

    Net income for the second quarter of $8.0 million, or $0.69 per share,
compares with $8.4 million, or $.069 per share, in 1998, based on fewer shares
outstanding in 1999.

                                       7
<PAGE>

    Other comprehensive income or loss represents the change in the unrealized
gains and losses of the Company's investments occurring during the period. The
Company incurred other comprehensive losses for the second quarter of 1999 (net
of tax benefit) of $10.7 million. The losses were primarily the result of
increased market interest rates which reduced the value of the Company's
investment portfolio. See "Quantitative and Qualitative Disclosures About Market
Risk" below.


SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

    Premiums Earned. Premiums earned increased approximately $0.9 million, or
1%, to $80.4 million for the six months ended June 30, 1999 from $79.5 million
for the same period in 1998. Medical malpractice premiums of physicians and
medical groups were approximately $71.3 million for the six months ended June
30, 1999 compared to $69.1 million for the same period in 1998. This increase
was the result of premiums attributable to an agency relationship with Brown &
Brown, Inc., previously known as Poe & Brown, which commenced on January 1, 1998
principally in Florida, Connecticut and Georgia. Hospital medical malpractice
premiums were approximately $4.6 million for the six months ended June 30,1999
compared to $5.3 million for the same period in 1998. Assumed reinsurance
premiums were approximately $2.6 million for the six months ended June 30, 1999
compared to $2.0 million for the same period in 1998.

    Net Investment Income. Net investment income decreased to $19.4 million for
the six months ended June 30, 1999 from $20.6 million for the same period in
1998. Average assets decreased to $765.3 million during the six months ended
June 30, 1999 compared to $775.2 million for the same period in 1998. The
investment portfolio has a higher percentage of lower yielding tax exempt bonds
at June 30, 1999 than the corresponding period in the prior year.

    Realized Investment Gains. Realized investment gains were approximately $6.6
million for the six months ended June 30, 1999 compared to $4.1 million for the
same period in 1998.

    Losses and LAE. Losses and LAE decreased to $65.8 million for the six months
ended June 30, 1999 from $67.4 million for the same period in 1998. As a
percentage of premiums earned, losses and LAE decreased to 81.8% for the six
months ended June 30, 1999 from 84.8% for the same period in 1998 due to
continued improvement in trends such as a decrease in the frequency of claims
reporting. For the six months ended June 30, 1999, the Company reduced loss and
LAE reserves for claims incurred in prior policy years approximately $31.5
million as compared to a reserve reduction of $33.3 million for the same period
in 1998 for claims incurred in prior policy years.

    Other Operating Expenses. Other operating expenses increased by $0.3
million, or 2%, to $14.2 million for the six months ended June 30, 1999 from
$13.9 million for the same period in 1998. The ratio of other operating expenses
to premiums earned was 17.7% for the six months ended June 30, 1999 and 17.5%
for the same period in 1998.

    Federal Income Taxes. Federal income tax expense increased $1.4 million, to
$7.1 million for the six months ended June 30, 1999 from $5.7 million for the
same period in 1998. The effective tax rate is 26.5% for the six months ended
June 30, 1999 compared to 24.7% for the same period in 1998 due to higher
realized gains in 1999.

    Net income for the first six months of 1999 was $19.6 million, or $1.67 per
share, compared to $17.4 million, or $1.43 per share in 1998. The difference was
principally attributable to the larger capital gains realized in 1999.

    Other comprehensive income or loss represents the change in the unrealized
gains and losses of the Company's investments occurring during the period. The
Company incurred other comprehensive losses for the first six months of 1999
(net of tax benefit) of $23.0 million. The losses were primarily the result of
increased market interest rates which reduced the value of the Company's
investment portfolio. See "Quantitative and Qualitative Disclosures about Market
Risk".

LIQUIDITY AND CAPITAL RESOURCES

    The primary sources of the Company's liquidity are insurance premiums, net
investment income, recoveries from reinsurers and proceeds from the maturity or
sale of invested assets. Funds are used to pay losses, LAE, operating expenses,
reinsurance premiums and taxes.

    Because of uncertainty related to the timing of the payment of claims, cash
from operations for a property and casualty insurance company can vary
substantially from period to period.  During the first six months of 1999, the
Company had negative cash flow from operations of $7.6 million compared to a
positive cash flow of $6.4 million in 1998.  The negative cash flow during 1999
was due to the unusually high payments of losses and LAE during the second
quarter of 1999.

    The Company invests its positive cash flow from operations in both fixed
maturity securities and equity securities.  The Company's current policy is to
limit its investment in equity securities and real estate to no more than 8% of
the total market value of its investments. Accordingly, the Company's portfolio
of unaffiliated equity securities was $28.6 million at June 30, 1999. The
Company plans to continue this focus on fixed maturity securities investments
for the indefinite future.

    The Company has made limited investments in real estate, which have been
used almost entirely in the Company's operating activities, with the remainder
leased to third parties. In July 1998, the Company entered into a lease covering
approximately 95,000 square feet of office space for new Company headquarters.
The lease is for a term of 10 years and the Company moved its headquarters and
principal operations to this space in early March 1999. The

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<PAGE>

Company intends to lease its former headquarters to third parties. The Company
expended $4.7 million for leasehold improvements and equipment through June 30,
1999, and estimates a total of $6.9 will be incurred.

    The Company maintains a portion of its investment portfolio in high quality,
short-term securities to meet short-term operating liquidity requirements,
including the payment of losses and LAE. Short-term investments totaled $49.2
million, or 6.7% of invested assets, at June 30, 1999. The Company believes that
all of its short-term and fixed maturity securities are readily marketable.

    SCPIE Holdings is an insurance holding company whose assets primarily
consist of all of the capital stock of its insurance company subsidiaries. Its
principal sources of funds are dividends from its subsidiaries and proceeds from
the issuance of debt and equity securities. The insurance company subsidiaries
are restricted by state regulation in the amount of dividends they can pay in
relation to earnings or surplus, without the consent of the applicable state
regulatory authority, principally the California Department of Insurance. SCPIE
Holdings' principal insurance company subsidiary may pay dividends to SCPIE
Holdings in any year, without regulatory approval, to the extent such dividends
do not exceed the greater of (i) 10% of its statutory surplus at the end of the
preceding year or (ii) its net income for the preceding year. Applicable
regulations further require that an insurer's statutory surplus following a
dividend or other distribution be reasonable in relation to its outstanding
liabilities and adequate to meet its financial needs, and permit the payment of
dividends only out of statutory earned (unassigned) surplus unless the payment
out of other funds receives regulatory approval. The amount of dividends that
the insurance company subsidiaries are able to pay to SCPIE Holdings during 1999
without prior regulatory approval is approximately $41.1 million. Dividends of
$26.0 million have been paid to SCPIE Holdings through July 31, 1999.

    On May 25, 1999 the Company entered into a Credit Agreement with Union Bank
of California, N.A., First Union National Bank, and Dresdner Bank AG, as
lenders. Under the Credit Agreement, the Company may borrow up to $75,000,000,
from time to time, subject to certain conditions. The proceeds from the Credit
Agreement may be used by the Company for general corporate purposes and certain
other permitted uses. The Company has made no borrowings under this agreement.

    Based on historical trends, market conditions and its business plans, the
Company believes that its sources of funds will be sufficient to meet its
liquidity needs over the next 18 months and beyond. However, because economic,
market and regulatory conditions may change, there can be no assurance that the
Company's sources of funds will be sufficient to meet these liquidity needs. The
short- and long-term liquidity requirements of the Company may vary because of
the uncertainties regarding the settlement dates for unpaid claims.

    During May 1999, the Board of Directors authorized the repurchase of up to
1,000,000 shares of the Company's common stock on the open market. This
authorization replaced the Company's prior program that expired on May 13.
Since 1997, 848,700 shares were repurchased.  From July 1, 1999 to August 1,
1999, an additional 20,100 shares were repurchased.

YEAR 2000

    The Company relies heavily on information technology ("IT") systems and
other systems and facilities such as telephones, building access control systems
and heating and ventilation equipment ("embedded systems") to conduct its
business. The Company also has business relationships with health care
providers, financial institutions, financial intermediaries, public utilities
and other critical vendors as well as regulators and customers who are
themselves reliant on IT and embedded systems to conduct their businesses.

    Worldwide concerns have arisen over the ability of IT and embedded systems
to function properly on and after January 1, 2000 ("Year 2000"). The Year 2000
concern is the result of many computer programs being written using two digits
rather than four digits to define the applicable year. Systems that have date-
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000, or as no date. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business operations.

State of Readiness

    In 1995, the Company organized a multi-disciplinary Year 2000 Project Team.
The Year 2000 Project Team has developed and is currently executing a
comprehensive plan designed to make the Company's mission critical IT systems
and embedded systems Year 2000 ready. Outside consultants have reviewed the
Company's overall process, plan and progress to date. The Company's plan for IT
systems consists of four phases: (1) inventory-identifying all IT systems and
risk rating each according to its potential business impact; (2) assessment -
identifying IT systems that use date functions and assessing them for Year 2000
functionality; (3) remediation -reprogramming, or replacing where necessary,
inventoried items to ensure they are Year 2000 ready; and (4) testing and
certification - testing the code modifications and new inventory with other
associated systems, including extensive date testing and performing quality
assurance testing to ensure successful operation in the post-1999 environment.

    The Company completed the remediation of substantially all of its mission
critical IT systems by year-end 1998.

    During the first quarter of 1999, the Company conducted and completed
testing and certification. The Company believes that its Year 2000 project,
generally, is completed.

External Relationships

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<PAGE>

    The Company also faces the risk that one or more of its critical suppliers
or customers ("external relationships") will not be able to interact with the
Company due to the third party's inability to resolve its own Year 2000 issues,
including those associated with its own external relationships. The Company has
completed its inventory of external relationships and risk rated each external
relationship based upon the potential business impact, available alternatives
and cost of substitution. The Company is attempting to determine the overall
Year 2000 readiness of its external relationships. In the case of mission
critical suppliers such as banks, financial intermediaries (such as stock
exchanges), telecommunications providers and other utilities, IT vendors,
financial market data providers, major physician groups and major hospitals, the
Company is engaged in discussions with the third parties and is attempting to
obtain detailed information as to those parties' Year 2000 plans and state of
readiness. The Company, however, does not have sufficient information at the
current time to predict whether its external relationships will be Year 2000
ready.

Year 2000 Costs

    Year 2000 costs incurred were $1,018,000 and $734,000 in 1998 and 1997,
respectively and  are currently estimated to be $101,000 in 1999 for a total of
$1,853,000. A large majority of these costs are expected to be incremental
expenses that will not recur in the Year 2000 or thereafter. The Company
expenses these costs as incurred and funds these costs through operating cash
flows.

Risks and Contingency/Recovery Planning

    If the Company's Year 2000 issues were unresolved, potential consequences
would include, among other possibilities, the inability to accurately and timely
process claims, update policyholders' accounts, process financial transactions,
bill policyholders, assess exposure to risks, determine liquidity requirements
or report accurate data to management, stockholders, policyholders, regulators
and others as well as business interruptions or shutdowns, financial losses,
reputational harm, increased scrutiny by regulators and litigation related to
Year 2000 issues. The Company is attempting to limit the potential impact of the
Year 2000 by monitoring the progress of its own Year 2000 project and those of
its critical external relationships and by developing contingency/recovery
plans. The Company cannot guarantee that it will be able to resolve all of its
Year 2000 issues.  Any critical unresolved Year 2000 issues at the Company or
with its external relationships, however, could have a material adverse effect
on the Company's results of operations, liquidity or financial condition.

    The Company has developed contingency/recovery plans aimed at ensuring the
continuity of critical business functions before and after December 31, 1999. As
part of that process, the Company has developed reasonably likely failure
scenarios for its critical IT systems and external relationships and the
embedded systems in its critical facilities. The Company is developing plans
that are designed to reduce the impact on the Company, and provide methods of
returning to normal operations, if one or more of those scenarios occur. The
Company substantially completed contingency/recovery planning as of June 30,
1999.

Other Factors Affecting the Company's Businesses

    Any critical unresolved Year 2000 issues at the Company or with its external
relationships could have a material adverse effect on the Company's results of
operations, liquidity or financial condition. In addition, the Company's
expectations about the future costs and successful completion of its Year 2000
program are subject to uncertainties that could cause actual results to differ
materially from what has been discussed above under "Year 2000." Factors that
could influence the amount of future costs and the completion dates and
effectiveness of remediation, testing and certification and contingency planning
efforts include the Company's success in identifying IT systems and embedded
systems that contain two-digit year codes, the nature and amount of required
reprogramming, testing and certification, the rate and magnitude of related
labor and consulting costs, the availability of qualified personnel and the
success of the Company's external relationships in addressing their own Year
2000 issues.

EFFECT OF INFLATION

    The primary effect of inflation on the Company is considered in pricing and
estimating reserves for unpaid losses and LAE for claims in which there is a
long period between reporting and settlement, such as medical malpractice
claims. The actual effect of inflation on the Company's results cannot be
accurately known until claims are ultimately settled. Based on actual results to
date, the Company believes that loss and LAE reserve levels and the Company's
ratemaking process adequately incorporate the effects of inflation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The Company is subject to various market risk exposures, including interest
rate risk and equity price risk.

    The Company invests its assets primarily in fixed-maturity securities, which
at June 30, 1999 comprised 89% of total investments at market value.  U.S.
government and tax-exempt bonds represent 78% of the fixed-maturity investments,
with the remainder consisting almost entirely of mortgage-backed securities and
corporate bonds.  Equity securities, consisting primarily of common stocks,
account for 4% of total investment at market value.  The remaining 7% of the
investment portfolio consists of highly liquid short-term investments, which are
primarily overnight bank repurchase agreements and short-term money market
funds.

    The value of the fixed-maturity portfolio is subject to interest rate risk.
As market interest rates decrease, the value of the portfolio goes up with the
opposite holding true in rising interest rate environments.  A common measure of
the interest sensitivity of fixed-maturity assets is modified duration, a
calculation that takes maturity, coupon rate, yield and call terms to calculate
an average age of the expected cash flows.  The longer the duration, the more
sensitive the asset is to market interest rate fluctuations.

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<PAGE>

    The value of the common stock equity investments is dependent upon general
conditions in the securities markets and the business and financial performance
of the individual companies in the portfolio. Values are typically based on
future economic prospects as perceived by investors in the equity markets.

    Interest rates have risen substantially since December 31, 1998, resulting
in a 4.8% decline in the value of five year treasury bonds and adversely
affecting the carrying value of the company's fixed maturity portfolio.  At
December 31, 1998 the Company's fixed maturities were valued at $23.2 million in
excess of amortized cost.  At June 30, 1999, the value of the portfolio had
declined to $8.3 million below amortized cost.



                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    The Company is a defendant in a California action brought by the bankruptcy
estate of an uninsured physician.  The bankruptcy estate alleged that the
Company had an undisclosed conflict of interest when it provided the physician
with a free courtesy defense by an attorney who had represented the interests of
the Company's insureds in other cases.  In 1995, a jury made a damage award
against the Company of $4.2 million in compensatory damages, and punitive
damages which were reduced to $14.0 million by the trial judge.  The Company
appealed these awards to the California district court of appeal.  On May 8,
1998, the appellate court reversed the judgment against the Company in its
entirety.  The case is now remanded to the California Superior Court in which
the judgment was originally entered.  The Company has filed a motion in the
Superior Court for entry of judgment in its favor.  The bankruptcy estate has
opposed this motion and is seeking a new trial.  The matter is now under
submission before the trial judge, who is expected to render a decision within
the next 45 days.  The Company believes that the action is entirely without
merit and plans to aggressively pursue its rights.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    At the Annual Meeting of Stockholders held on May 13, 1999, the following
individuals were reelected to the Board of Directors of the Company for a term
ending in 2002:  Charles B. McElwee, M.D. 8,054,307 votes for, 121,394 withheld
authority; William A. Renert, M.D. 8,050,626 votes for, 125,075 withheld
authority; Henry L. Stoutz, M.D. 8,048,749 votes for, 126,952 withheld
authority; and Donald J. Zuk 8,033,247 votes for, 142,454 withheld authority.

    In addition, The Senior Executive Bonus Plan of SCPIE Holdings Inc. was
approved with 7,258,256 votes for, 584,107 against, 333,338 abstentions, and no
broker non-votes were received.

    Also, Ernst & Young LLP were reappointed as the independent auditor of the
Company for the fiscal year ending December 31, 1999.  With respect to this
reappointment, 8,029,303 shares voted for ratification of this appointment,
39,060 shares voted against, 107,338 shares abstained, and no broker non-votes
were received.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibits are included herewith.

3    Amended and Restated Bylaws

27   Financial Data Schedule

(b)  Reports on Form 8-K.
     A Form 8-K was filed on June 22, 1999,
     disclosing the execution of a Credit
     Agreement under Item 5 in such report.


                                  SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      SCPIE HOLDINGS INC.


Date:  August 13, 1999                 By:         /s/ Patrick T. Lo
                                         --------------------------------------
                                                       Patrick T. Lo
                                                  Senior Vice President
                                                and Chief Financial Officer


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