UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A

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

                  For The Quarterly Period Ended March 31, 1999

                         Commission File Number: 1-12369

                        SYMONS INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

INDIANA                                                            35-1707115
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification No.)


                               4720 Kingsway Drive
                           Indianapolis, Indiana 46205
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code:  (317) 259-6400 (U.S.)

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


As of March 31, 1999, there were 10,385,399 shares of Registrant's  common stock
issued and outstanding exclusive of shares held by Registrant.


<PAGE>

                                Form 10-Q/A Index
                      For The Quarter Ended March 31, 1999
                                                                         Page
                                                                        Number
PART 1  FINANCIAL INFORMATION

Item 1  Financial Statements

        Unaudited Consolidated Financial Statements:
        Unaudited Consolidated Balance Sheets at
        March 31, 1999 and December 31, 1998 . ......................      3

        Unaudited Consolidated Statements of Earnings
        for the Three Months Ended March 31, 1999 and 1998...........      4

        Unaudited Consolidated Statements of Stockholders'
        Equity.......................................................      5

        Unaudited Consolidated Statements of Cash Flows
        for the Three Months Ended March 31, 1999 and 1998...........      6

        Condensed Notes to Unaudited Consolidated Financial
        Statements...................................................      7

Item 2  Management's Discussion and Analysis of Financial
        Condition and Results of Operations..........................      8

PART 2  OTHER INFORMATION............................................     17


SIGNATURES...........................................................     19



<PAGE>
                         PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
SYMONS INTERNATIONAL GROUP, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS (in thousands)
<TABLE>
<CAPTION>
                                                                                           March 31,        December 31,
ASSETS                                                                                        1999              1998
                                                                                            Restated
<S>                                                                                         <C>               <C>
Investments
  Available for sale:
  Fixed maturities, at market                                                               $196,916          $191,002
  Equity securities, at market                                                                12,516            13,264
  Short-term investments, at amortized cost which approximates market                         18,025            15,597
Mortgage loans, at cost                                                                        2,059             2,100
Other                                                                                          1,180               890
                                                                                             -------           -------
         TOTAL INVESTMENTS                                                                   230,696           222,853
Investment in and advances to related parties                                                  3,725             3,545
Cash and cash equivalents                                                                      4,373            14,800
Receivables, net of allowance for doubtful accounts                                          189,038           120,559
Reinsurance recoverable on paid and unpaid losses, net                                        61,555            71,640
Prepaid reinsurance premiums                                                                  81,249            31,172
Federal income taxes recoverable                                                              18,813            12,672
Deferred policy acquisition costs                                                             14,907            16,332
Deferred income taxes                                                                          2,608             5,146
Property and equipment, net of accumulated depreciation                                       19,207            18,863
Intangible assets                                                                             45,176            45,781
Other assets                                                                                   9,981             6,074
                                                                                             -------           -------
         TOTAL ASSETS                                                                       $681,328          $569,437
                                                                                             =======           =======
LIABILITIES
Losses and loss adjustment expenses                                                         $177,806          $200,972
Unearned premiums                                                                            176,021           110,664
Reinsurance payables                                                                         102,652            25,484
Notes payable                                                                                  4,520            13,744
Distributions payable on preferred securities                                                  1,559             4,809
Other                                                                                         24,177            16,769
                                                                                             -------           -------
         TOTAL LIABILITIES                                                                   486,735           372,442
                                                                                             -------           -------
Minority interest:
  Preferred securities                                                                       135,000           135,000
                                                                                             -------           -------
STOCKHOLDERS' EQUITY
Common stock                                                                                  38,136            38,136
Additional paid-in capital                                                                     5,851             5,851
Unrealized gain on investments                                                                  (119)            1,261
Retained earnings                                                                             15,725            16,747
                                                                                             -------           -------
         TOTAL STOCKHOLDERS' EQUITY                                                           59,593            61,995
                                                                                             -------           -------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $681,328          $569,437
                                                                                             =======           =======
See notes to consolidated financial statements
</TABLE>

                                      -3-
<PAGE>

SYMONS INTERNATIONAL GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                                  March 31,
                                                                                               1999          1998
                                                                                            Restated
<S>                                                                                         <C>            <C>
Gross premiums written                                                                      $152,022       $178,396
Less ceded premiums                                                                          (76,723)       (78,835)
                                                                                             -------        -------
Net premiums written                                                                          75,299         99,561
Change in net unearned premiums                                                              (10,962)       (31,077)
                                                                                             -------        -------
Net premiums earned                                                                           64,337         68,484
Fee income                                                                                     4,463          5,120
Net investment income                                                                          3,289          2,958
Net realized gain (loss)                                                                      (1,382)         1,968
                                                                                             -------        -------
      Total Revenues                                                                          70,707         78,530
                                                                                             -------        -------
Loss and loss adjustment expenses                                                             56,487         53,205
Policy acquisition and general and administrative expenses                                    11,892         13,555
Interest expense                                                                                  74            183
Amortization of intangibles                                                                      605            511
                                                                                             -------        -------
      Total Expenses                                                                          69,058         67,454
                                                                                             -------        -------
      Earnings (loss) before income taxes and minority interest                                1,649         11,076

Provision for income taxes                                                                       616          4,022
                                                                                             -------        -------
      Net earnings (loss) before minority interest                                             1,033          7,054

Minority interest:
  Distributions on preferred securities, net of tax                                            2,055          2,130
                                                                                             -------        -------
      Net Earnings (loss)                                                                    $(1,022)       $ 4,924
                                                                                             =======        =======
Net earnings (loss) per share - basic                                                        $(0.10)          $0.47
                                                                                               ====            ====
Net earnings (loss) per share - fully diluted                                                $(0.10)          $0.46
                                                                                               ====            ====
Weighted average shares outstanding:
  Basic                                                                                       10,385         10,445
                                                                                              ======         ======
  Fully diluted                                                                               10,548         10,726
                                                                                              ======         ======
See notes to consolidated financial statements
</TABLE>

                                      -4-

<PAGE>


                        SYMONS INTERNATIONAL GROUP, INC.
      UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     (in thousands, except number of shares)
<TABLE>
<CAPTION>

                                                                        Shares           Total
                                                                        Common       Stockholders'      Retained
                                                                         Stock          Equity          Earnings

<S>                                                                   <C>               <C>             <C>
BALANCE AT DECEMBER 31, 1997                                          10,451,667        $78,363         $31,511

Comprehensive income:
   Net earnings                                                                           4,924           4,924
   Change in unrealized gains (losses) on securities                                      2,222              --
                                                                                         ------          ------
Comprehensive income                                                                      7,146           4,924

Exercise of stock options                                                  1,665             20              --

Cost of shares acquired                                                  (57,800)          (882)           (160)
                                                                      ----------         ------          ------

BALANCE AT MARCH 31, 1998                                             10,395,532        $84,647         $36,275
                                                                      ==========         ======          ======


BALANCE AT DECEMBER 31, 1998                                          10,385,399        $61,995         $16,747

Comprehensive income:
   Net earnings (loss) (restated)                                                        (1,022)         (1,022)
   Change in unrealized gains (losses) on securities                                     (1,380)             --
                                                                                         ------          ------
Comprehensive income (restated)                                                          (2,402)         (1,022)
                                                                      ----------         ------          ------

BALANCE AT MARCH 31, 1999 (restated)                                  10,385,399        $59,593         $15,725
                                                                      ==========         ======          ======

See notes to consolidated financial statements
</TABLE>

                                      -5-

<PAGE>

                        SYMONS INTERNATIONAL GROUP, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                                March 31,
                                                                                          1999          1998
                                                                                        Restated
<S>                                                                                      <C>           <C>
Cash Flows from Operating Activities:
  Net earnings (loss) for the period                                                     $(1,022)       $4,924
  Adjustments to reconcile net earnings to net cash provided
   from operations:
     Depreciation and amortization                                                         1,364         1,117
     Deferred income tax expense (recovery)                                                3,319       (1,173)
     Net realized loss (gain)                                                              1,382       (1,968)
Net changes in operating assets and liabilities:
  Receivables                                                                            (68,479)      (72,542)
  Reinsurance recoverable on paid and unpaid losses, net                                  10,085        26,448
  Prepaid reinsurance premiums                                                           (50,077)      (60,275)
  Deferred policy acquisition costs                                                        1,425       (6,527)
  Other assets                                                                            (3,907)         (243)
  Losses and loss adjustment expenses                                                    (23,166)      (10,143)
  Unearned premiums                                                                       65,357        91,352
  Reinsurance payables                                                                    77,168        60,994
  Distributions payable on preferred securities                                           (3,250)       (3,242)
  Federal income taxes                                                                    (6,141)        5,485
  Other liabilities                                                                        7,406           768
                                                                                          ------        ------
NET CASH PROVIDED FROM OPERATIONS                                                         11,464        34,975
                                                                                          ------        ------
Cash flow used in investing activities:
  Purchases sales of short-term investments                                               (2,428)         (227)
  Purchases of fixed maturities                                                          (75,340)      (41,319)
  Proceeds from sales, calls and maturities of fixed maturities                           67,429        34,322
  Purchases of equity securities                                                            (944)       (6,466)
  Proceeds from sales of equity securities                                                    22         6,421
  Purchase of real estate                                                                     (7)       (2,584)
  Purchases of property and equipment                                                       (976)       (2,869)
  Purchases of other investments                                                            (243)         (320)
                                                                                          ------        ------
NET CASH USED IN INVESTING ACTIVITIES                                                    (12,487)      (13,042)
                                                                                          ------        ------
Cash flow provided from/(used in) financing activities:
  Cost of shares acquired                                                                     --          (862)
  Payments on notes payable                                                               (9,224)       (1,613)
  Repayments from related parties                                                           (180)       (4,439)
                                                                                         -------       -------
NET CASH USED IN FINANCING ACTIVITIES                                                     (9,404)       (6,914)
                                                                                          ------        ------
Increase (decrease) in cash and cash equivalents                                         (10,427)       15,019
Cash and cash equivalents, beginning of period                                            14,800        11,276
                                                                                          ------        ------
Cash and cash equivalents, end of period                                                 $ 4,373       $26,295
                                                                                          ======        ======
See notes to consolidated financial statements
</TABLE>

                                      -6-


<PAGE>

                        SYMONS INTERNATIONAL GROUP, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                    For The Three Months Ended March 31, 1999

NOTES TO THE CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1)      The accompanying unaudited condensed financial  statements  have  been
         prepared in accordance  with the  instructions  to Form 10-Q and 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 fair  presentation have
         been  included.  Operating  results  for the  interim  periods  are not
         necessarily indicative of the results that may be expected for the year
         ended December 31, 1999. Interim financial statements should be read in
         conjunction  with the Company's  annual audited  financial  statements.
         Certain  reclassifications  have been  made to prior  year  amounts  to
         conform to current year presentation.

(2)      Basic and diluted net income per share are  computed by dividing net
         income as reported by the average number of shares outstanding as
         follows:

                                                             Three Months Ended
                                                                  March 31,
                                                            1999          1998
         Basic:
           Weighted-average common shares outstanding    10,385,000   10,450,000

         Diluted:
           Weighted-average common shares outstanding    10,385,000   10,450,000
           Dilutive effect of stock options                 163,000      281,000
                                                         ----------   ----------
         Average common shares outstanding assuming
           dilution                                      10,548,000   10,726,000
                                                         ==========   ==========

(3)      The Company writes  nonstandard insurance business through  agents  in
         California where some of the agents charge  administration  fees on top
         of the  premium  to  these  customers.  The  California  Department  of
         Insurance (CDOI) in early 1998 indicated that such broker fees are part
         of premium and has  requested  reimbursement  to the  policyholders  by
         Superior  Insurance  Company.  The CDOI has indicated it may assess the
         Company to repay fees the agents received from the insured. The Company
         did not  receive  any of  these  broker  fees  and has  carried  on the
         insurance  practice that is normal for many of the insurance  companies
         writing automobile  insurance in California.  The total amount, if CDOI
         proceeds and requires all fees  returned  with no recovery from agents,
         is $3 million. As the ultimate outcome of this potential  assessment is
         not deemed  probable,  the  Company  has not  accrued any amount in its
         consolidated financial statements. Although the assessment has not been
         formally  made by the CDOI at this time,  the Company  believes it will
         prevail and will vigorously defend any potential assessment.

         As part of an  agreement by the Company to assume the  multi-peril  and
         crop operations of CNA during 1998, the Company agreed to reimburse CNA
         for  certain  direct  overhead  costs  incurred by CNA during the first
         quarter of 1998 before the Company  assumed this book of business.  CNA
         has  requested  reimbursement  of $2.0  million in  expenses  which the

                                      -7-

<PAGE>

         Company  believes  should  only be $1.1  million.  Negotiations  are in
         process to settle this dispute.  The Company fully expects the ultimate
         settlement  will  approximate  $1.1 million and has therefore,  accrued
         this amount in its consolidated financial statements at March 31, 1999.

(4)      These restated  financials contain a correction of an accounting error.
         The error related to the recording of the  retroactive  reinsurance
         recoverable pertaining to AgPI(R) in the incorrect  accounting period.
         The correction of the error defers the  recognition  of a gain on a
         reinsurance recovery from first quarter 1999 to second  quarter 1999.
         The amount of the deferred gain is $4,668,000. The Company recorded an
         increase in loss and loss adjustment  expense of $4,668,000 due to the
         deferral of the gain which  reduced net income by $3,034,000 or $0.29
         per share (basic).

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

The Company  underwrites and markets  nonstandard  private passenger  automobile
insurance and crop insurance.

Nonstandard Automobile Insurance Operations

         The Company, through its wholly-owned subsidiaries, Pafco and Superior,
is engaged in the writing of insurance  coverage on automobile  physical  damage
and liability policies for "nonstandard  risks".  Nonstandard insureds are those
individuals who are unable to obtain insurance  coverage through standard market
carriers  due  to  factors  such  as  poor  premium  payment  history,   driving
experience,  record  of  prior  accidents  or  driving  violations,   particular
occupation or type of vehicle.  The Company  offers several  different  policies
which are  directed  towards  different  classes of risk within the  nonstandard
market.  Premium rates for nonstandard risks are higher than for standard risks.
Since it can be viewed as a residual market, the size of the nonstandard private
passenger automobile insurance market changes with the insurance environment and
grows when the standard coverage becomes more restrictive.  Nonstandard policies
have relatively short policy periods and low limits of liability. Due to the low
limits of coverage,  the period of time that elapses  between the occurrence and
settlement of losses under nonstandard policies is shorter than many other types
of  insurance.   Also,  since  the  nonstandard  automobile  insurance  business
typically   experiences  lower  rates  of  retention  than  standard  automobile
insurance,   the  number  of  new  policyholders   underwritten  by  nonstandard
automobile insurance carriers each year is substantially greater than the number
of new policyholders underwritten by standard carriers.

Crop Insurance Operations

General

         The three principal components of the Company's crop insurance business
are  Multi-Peril  Crop  Insurance  ("MPCI") and private  named peril,  crop hail
insurance  and fee based  services to farmers.  Crop  insurance  is purchased by
farmers  to  reduce  the  risk of crop  loss  from  adverse  weather  and  other
uncontrollable  events.  Farms are subject to drought,  floods and other natural
disasters  that can cause  widespread  crop losses and, in severe  cases,  force
farmers out of business.  Historically, one out of every twelve acres planted by
farmers  has not been  harvested  because  of adverse  weather or other  natural
disasters.  Because many farmers  rely on credit to finance  their  purchases of

                                      -8-

<PAGE>

such agricultural inputs as seed, fertilizer,  machinery and fuel, the loss of a
crop to a natural  disaster can reduce their ability to repay these loans and to
find sources of funding for the following year's operating expenses.

         The Company,  like other  private  insurers  participating  in the MPCI
program,  generates  revenues  from the MPCI  program  in two  ways.  First,  it
markets,  issues and administers policies, for which it receives  administrative
fees; and second,  it participates in a  profit-sharing  arrangement in which it
receives  from the  government  a portion  of the  aggregate  profit,  or pays a
portion of the aggregate loss, in respect of the business it writes. The Company
writes MPCI and crop hail  insurance  through 2,007  independent  agencies in 43
states.

         In  addition  to  MPCI,  the  Company  offers  stand  alone  crop  hail
insurance, which insures growing crops against damage resulting from hail storms
and which involves no federal participation,  as well as its proprietary product
which  combines  the  application  and  underwriting  process  for MPCI and hail
coverages.  This  product  tends to produce less  volatile  loss ratios than the
stand alone  product  since the  combined  product  generally  insures a greater
number of acres,  thereby  spreading  the risk of damage  over a larger  insured
area.   Approximately  60%  of  the  Company's  hail  policies  are  written  in
combination with MPCI. Although both crop hail and MPCI provide coverage against
hail damage,  under crop hail  coverages  farmers can receive  payments for hail
damage  which  would not be severe  enough  to  require a payment  under an MPCI
policy.  The Company  believes that offering crop hail  insurance  enables it to
sell more policies than it otherwise would.

         In addition to crop hail  insurance,  the Company also sells  insurance
against crop damage from other  specific  named  perils.  These  products  cover
specific crops and are generally  written on terms that are specific to the kind
of  crop  and  farming  practice  involved  and the  amount  of  actuarial  data
available.  The Company plans to seek  potential  growth  opportunities  in this
niche market by  developing  basic  policies on a diverse  number of named crops
grown in a variety of geographic areas and to offer these policies  primarily to
large producers through certain select agents.

         The fee income  business  is  primarily  services to farmers for global
positioning  grid mapping of their farm and soil sampling to enhance the growing
conditions of the crops.

         AgPI(R) is business  interruption  insurance  that protects  businesses
that depend upon a steady  flow of a crop (or crops) to stay in  business.  This
protection is available to those involved in agribusiness  who are a step beyond
the farm gate, such as elevator  operators,  custom harvesters,  cotton gins and
other  processing  businesses  that  are  dependent  upon a single  supplier  of
products, (i.e., popping corn).

         These  businesses  have been able to buy normal  business  interruption
insurance to protect  against  on-site  calamities such as a fire, wind storm or
tornado.  But until now,  they have been totally  unprotected  by the  insurance
industry if they  encounter  a  production  shortfall  in their trade area which
limited their ability to bring raw materials to their operation.  AgPI(R) allows
the agricultural business to protect against a disruption in the flow of the raw
materials these  businesses  depends on. AgPI(R) was formally  introduced at the
beginning of the 1998 crop year.

         Geo  AgPLUS(TM)  provides to the farmer  measuring,  gridding  and soil
sampling  services  combined  with  fertility  maps  and  the  software  that is
necessary to run precision farming programs.  Grid soil sampling,  when combined


                                      -9-

<PAGE>

with  precision  farming  technology,  allows the farmer to apply just the right
amount of fertilization, thus balancing soil nutrients for a maximum crop yield.
Precision farming technology increases the yield to the farmer, reduces the cost
of unnecessary  fertilization and enhances the environment by reducing overflows
of fertilization into the ecosystem.  Geo AgPLUS(TM) is an IGF Insurance Company
trademarked  precision  farming  division  that is now  marketing  its fee based
services  to  the  farmer.

Certain Accounting Policies for Crop Insurance Operations

         MPCI is a government-sponsored  program with accounting treatment which
differs in certain  respects  from the more  traditional  property  and casualty
insurance  lines.  For  income  statement   purposes  under  generally  accepted
accounting principles, gross premiums written consist of the aggregate amount of
MPCI premiums paid by farmers for buy-up  coverage  (MPCI  coverage in excess of
CAT Coverage - the minimum  available level of MPCI  Coverage),  and any related
federal premium subsidies,  but do not include MPCI premium on CAT Coverage.  By
contrast,  net premiums  written do not include any MPCI  premiums or subsidies,
all of which are deemed to be ceded to the Federal  Crop  Insurance  Corporation
(FCIC) as a reinsurer.  The  Company's  profit or loss from its MPCI business is
determined  after the crop season ends on the basis of a complex  profit sharing
formula  established  by law and the FCIC.  For  generally  accepted  accounting
principles income statement purposes,  any such profit or loss sharing earned or
payable by the Company is treated as an adjustment to commission  expense and is
included in policy acquisition and general and administrative expenses.

         The Company also  receives  from the FCIC (i) an expense  reimbursement
payment equal to a percentage of gross premiums written for each Buy-Up Coverage
policy  it  writes  ("Buy-Up  Expense  Reimbursement  Payment")  and (ii) an LAE
reimbursement  payment  equal  to 13.0% of MPCI  Imputed  Premiums  for each CAT
Coverage policy it writes (the "CAT LAE  Reimbursement  Payment").  For 1998 and
1997,  the Buy-Up  Expense  Reimbursement  Payment  has been set at 27% and 29%,
respectively,  of the MPCI Premium. For generally accepted accounting principles
income statement purposes,  the Buy-Up Expense  Reimbursement Payment is treated
as  a  contribution  to  income  and  reflected  as  an  offset  against  policy
acquisition and general and administrative  expenses.  The CAT LAE Reimbursement
Payment is, for income statement purposes, recorded as an offset against LAE, up
to the actual amount of LAE incurred by the Company in respect of such policies,
and the remainder of the payment, if any, is recorded as Other Income.

         In June 1998,  the United  States  Congress  passed  legislation  which
provided permanent funding for the crop insurance industry.  However,  beginning
with the 1999 MPCI crop  year,  the Buy-Up  Expense  Reimbursement  Payment  was
reduced to 24.5%, the CAT LAE  Reimbursement  Payment was reduced to 11% and the
$60 CAT coverage fee will no longer go to the insurance companies.

         The Company expects to more than offset these reductions through growth
in  non-federally  subsidized  programs  such  as  AgPI(R)  and  Geo  AgPLUS(TM)
initiated in 1998. The Company has also been working to reduce its costs.  While
the Company fully believes it can more than offset these reductions, there is no
assurance  the  Company  will be  successful  in its  efforts  or  that  further
reductions in federal reimbursements will not continue to occur.

                                      -10-

<PAGE>

         In 1996, the Company  instituted a policy of recognizing (i) 35% of its
estimated MPCI gross premiums written for each of the first and second quarters,
20% for the  third  quarter  and 10% for the  fourth  quarter,  (ii)  commission
expense at the  applicable  rate of MPCI gross premiums  written  recognized and
(iii) Buy-Up Expense Reimbursement at the applicable rate of MPCI gross premiums
written  recognized along with normal operating  expenses incurred in connection
with  premium  writings.  In  the  third  quarter,  if a  sufficient  volume  of
policyholder  acreage  reports have been  received and processed by the Company,
the Company's  policy is to recognize MPCI gross premiums  written for the first
nine  months  based on a  re-estimate  which  takes into  account  actual  gross
premiums  processed.  If an insufficient  volume of policies has been processed,
the  Company's  policy is to recognize in the third quarter 20% of its full year
estimate of MPCI gross premiums written,  unless other  circumstances  require a
different approach. The remaining amount of gross premiums written is recognized
in the fourth  quarter,  when all  amounts  are  reconciled.  The  Company  also
recognizes the MPCI  underwriting  gain or loss during each quarter,  reflecting
the Company's  best estimate of the amount of such gain or loss to be recognized
for the full year,  based on, among other  things,  historical  results,  plus a
provision  for  adverse  developments.  In the  third  and  fourth  quarters,  a
reconciliation  amount is recognized for the underwriting  gain or loss based on
final premium and latest available loss information.

                                      -11-


<PAGE>

Results of Operations

<TABLE>
<CAPTION>
                                                                                            For the three months
                                                                                                ended March 31,
                                                                                              1999         1998
                                                                                            Restated
<S>                                                                                          <C>         <C>
NONSTANDARD AUTOMOBILE INSURANCE OPERATIONS:
  Gross premiums written                                                                     $61,171     $89,976
                                                                                              ======      ======
  Net premiums written                                                                       $73,687     $82,267
                                                                                              ======      ======
  Net premiums earned                                                                        $65,396     $68,323
  Fee income                                                                                   4,521       4,155
  Net investment income                                                                        3,164       2,801
  Net realized gain (loss)                                                                    (1,382)      1,968
                                                                                              ------      ------
        TOTAL REVENUES                                                                        71,699      77,247
                                                                                              ------      ------
  Losses and loss adjustment expenses                                                         51,313      53,146
  Policy acquisition and general and administrative expenses                                  19,595      18,123
                                                                                              ------      ------
        TOTAL EXPENSES                                                                        70,908      71,269
                                                                                              ------      ------
  Earnings before income taxes                                                               $   791      $5,978
                                                                                              ======       =====
GAAP RATIOS (Nonstandard Automobile Only):
  Loss and LAE Ratio                                                                           78.5%       77.8%
  Expense ratio, net of billing fees                                                           23.0        20.4
                                                                                              -----        ----
  Combined ratio                                                                              101.5%       98.2%
                                                                                              =====        ====

CROP INSURANCE OPERATIONS:
  Gross premiums written(2)                                                                  $90,723     $86,175
                                                                                              ======      ======
  Net premiums written                                                                       $ 1,613     $17,294
                                                                                              ======      ======
  Net premiums earned                                                                        $(1,060)       $161
  Fee income                                                                                     (59)      2,332
  Net investment income                                                                           57          53
                                                                                              ------      ------
        TOTAL REVENUES                                                                        (1,062)      2,546
                                                                                              ------      ------
  Losses and loss adjustment expenses                                                          5,174          59
  Policy acquisition and general and administrative expenses(1)                               (8,008)     (3,647)
  Amortization of intangibles                                                                     95          --
  Interest expense                                                                                74         183
                                                                                              ------      ------
        TOTAL EXPENSES                                                                        (2,665)     (3,405)
                                                                                              ------      ------
  Earnings before income taxes                                                               $ 1,603      $5,951
                                                                                              ======       =====
</TABLE>

(1) Negative crop expenses are caused by inclusion of MPCI expense reimbursement
    and underwriting gain.
(2) Includes premiums assumed from CNA in accordance with the Strategic
    Alliance Agreement.

                                      -12-

<PAGE>

Net Earnings

For the three months ended March 31, 1999 as  restated,  the Company  recorded a
net loss of  $1,022,000  or $0.10 per share  (basic).  This is  approximately  a
120.8%  decrease  from net earnings for the three months ended March 31, 1998 of
$4,924,000 or $0.47 per share (basic).

These restated financials contain a correction of an accounting error. The error
related to the recording of the retroactive  reinsurance  recoverable pertaining
to AgPI(R) in the  incorrect  accounting  period.  The  correction  of the error
defers the  recognition  of a gain on a reinsurance  recovery from first quarter
1999 to second quarter 1999. The amount of the deferred gain is $4,668,000.  The
Company  recorded an increase in loss and loss adjustment  expense of $4,668,000
due to the deferral of the gain which  reduced net income by $3,034,000 or $0.29
per share (basic).

Consolidated Gross Premiums Written

Gross premiums written for the nonstandard  automobile  segment  decreased 32.0%
for the three  months  ended March 31, 1999  compared to the three  months ended
March 31, 1998.  This  represents  an 8.8% decrease in premiums from the average
premium volume in the last half of 1998. The primary reasons for this decline in
volume has been the  downsizing  by the  Company of its  nonstandard  automobile
business in certain competitive  markets, the loss of some business prior to the
hiring of a new product  development team and the slowing of new business during
the conversion by the Company to a new operating computer system.

Gross premiums  written for the crop segment were  comparable to those of a year
ago. Crop premiums for the three months ended March 31 are as follows:

<TABLE>
<CAPTION>
                                            1999             1998
                                            ----             ----

<S>                                       <C>              <C>
CAT imputed                               $16,312          $16,319
MPCI                                       62,280           60,743
Crop hail and named perils                 28,443           25,431
                                          -------          -------
                                          107,035          102,493
Less: CAT imputed                         (16,312)         (16,319)
                                          -------          -------
                                          $90,723          $86,174
                                          =======          =======
</TABLE>

Remaining gross written premiums  represent  commercial  business which is ceded
100% to an affiliate, Granite Reinsurance Company Ltd.

MPCI  premiums are  considered  to be 100% ceded to the federal  government  for
accounting purposes.  Quota share cession rates for other lines of insurance for
the three months ended March 31 are as follows:

<TABLE>
<CAPTION>
                                                     1999         1998
                                                     ----         ----

<S>                                                   <C>          <C>
Nonstandard automobile                                 0%          10%
Crop hail                                             62%          25%
Named peril                                           50%          50%
AgPI(R)                                               62%           0%

</TABLE>

Fee income decreased 12.8% for the three months ended March 31, 1999 as compared
to the  corresponding  period of the prior year. Such decrease was primarily due
to the Federal  government  retaining  the CAT fee policy,  partially  offset by
increased penetration of policy issuance fees on the automobile book.

                                      -13-

<PAGE>

Netinvestment  income  increased 11.2% for the three months ended March 31, 1999
as compared to the corresponding period of the prior year due to the transfer of
invested  assets  to  interest   bearing  fixed  maturities  from  equity  based
investments since the first quarter of 1998. The realized loss was primarily due
to tax loss  related  selling of certain  securities  as well as some selling to
reduce the average duration of the fixed income portfolio.

The loss ratio for the nonstandard automobile segment for the three months ended
March 31, 1999 was 78.5%  comparable  to 77.8% for the three  months ended March
31,  1998 . Crop hail loss ratios in the first  quarter do not have  significant
impact on consolidated earnings.

These  restated  financials  contain a  reclassification  of  reinsurance  ceded
premium   related  to  AgPI(R)   from   policy   acquisition   and  general  and
administrative  expense  to  ceded  premiums.  The  amount  of  the  reclass  is
$4,668,000  with no impact on net  income.  Policy  acquisition  and general and
administrative  expenses have  decreased to  $11,892,000 or 18.5% of net premium
earned  for the three  months  ended  March 31,  1999 as  restated  compared  to
$13,555,000 or 19.8% of net premium earned in the corresponding  period of 1998.
The reduction in expense related to the reclassification was partially offset by
nonstandard auto general and administrative expenses which rose due to increased
use  of  temporary  help  to  resolve  processing  backlogs  and  lower  expense
recoveries from reinsurers due to the elimination of quota share  reinsurance in
1999.

Crop segment expenses include agent commissions, stop loss reinsurance costs and
operating  expenses  which are offset by MPCI  Expense  Reimbursements  and MPCI
Underwriting  Gain. The negative expense results primarily from the inclusion of
the MPCI Underwriting Gain.

Amortization of intangibles  includes goodwill from the acquisition of Superior,
additional  goodwill from the  acquisition of the minority  interest  portion of
GGSH and the acquisition of NACU, debt or preferred  security issuance costs and
organizational costs.

Income tax  expense was 37.4% and 36.3% of pre-tax  income for the three  months
ended March 31, 1999 and 1998.

Distributions  on Preferred  Securities  are calculated at a rate of 9.5% net of
federal income taxes.

Liquidity and Capital Resources

The  Company's  total  assets  of  $681,328,000  at March 31,  1999 as  restated
increased  $111,891,000  from  $569,437,000 as of December 31, 1998. The primary
reasons for this increase were  increased  premium  receivable  and  reinsurance
payable  balances in the crop business due to the normal  accumulation  of these
balances  during the year and settlement in the fall of each year,  coincidental
with fall harvest.

Net cash provided by operating  activities decreased to $11,464,000 in 1999 from
$34,975,000  in 1998 due to  reduced  gross  premium  volume  in the  automobile
business.  Financing activities included normal activities on the Company's line
of credit for crop operations.

                                      -14-

<PAGE>

Year 2000 Compliance

General

The Year 2000 Project  ("Project")  addresses the inability of computer software
and hardware to  distinguish  between the year 1900 and the year 2000.  In 1996,
the Company began a company-wide replacement of hardware and software systems to
address  this and other  issues.  The Company is  utilizing  systems  from Dell,
Hewlett Packard, Sun Systems, Compaq, Oracle and ZIM as well as certain software
conversions  using Java.  The new  hardware is in place and  operational  at all
subsidiaries.  The  software  systems  are  in  place  in our  nonstandard  auto
operations and are being  implemented  on a  state-by-state  basis.  The Company
first began  implementing  the new  nonstandard  auto operating  system in those
states in which the Company  writes annual  policies  (annual  states).  100% of
those annual states are currently in production. The remaining non-annual states
are  scheduled to be completed by June 30, 1999.  The Y2K issue does not have an
effect on the crop  operations  until October 1, 1999. The Company is converting
non-compliant crop operating  systems,  through  programmatic  means, into a Y2K
compliant  environment.  The crop operation has completed the conversion and the
testing phase of the Project.  A number of the  Company's  other IT projects are
being delayed or completely eliminated due to the implementation of the Project.

Project

The  Company  has divided  the  Project  into three  sections -  Infrastructure,
Applications/Business  Systems  and Third  Party  Suppliers.  There  are  common
portions of each of these divisions  which are: (1)  identifying Y2K items;  (2)
assigning a priority  for those items  identified;  (3)  repairing  or replacing
those items; (4) testing the fixes; and (5) designing a contingency and business
continuation plan for each subsidiary.

In February 1998, all items had been identified and the plans for replacement or
repair were  proposed to  management.  These plans were approved and the process
began.

The infrastructure  section of the Project was quickly implemented and tested by
the Company's IT staff and has been  completed  since May of 1998.  All desktop,
mini  and  midrange  systems  as well as phone  switches,  phones  and  building
security  systems have been tested for Y2K compliance.  Any new systems required
by the Company are being tested and certified  prior to purchase with completion
by June 30, 1999. Two mainframes being used by the Company are not Y2K certified
or compliant.  These machines have been replaced by Sun and HP compliant systems
and are being kept in production  until new applications are put in place on the
new machines.

The applications systems section of the Project includes: (1) the replacement of
nonstandard auto companies  Policy  Administration  and Claims systems;  (2) the
conversion  of  crop  operations  systems  in  total;  and  (3)  replacement  of
non-compliant  business  systems  company-wide  (this  includes  wordprocessors,
network operating systems, spreadsheet programs, presentation systems, etc.).

The  Company  had  already  made  the  decision  to  transition  off  all of its
nonstandard  auto legacy  systems and this  process had been in work since 1996.
These systems are Y2K  compliant and are scheduled for  completion by the end of
June 30,  1999.  The  conversion  of crop  systems  began in August  1998 and is
complete.   Business  systems  are  being  replaced  as  vendors  certify  their
compliance. The Company is at 90% compliance in this area.

                                      -15-

<PAGE>

The Company relies on third party vendors for investments,  reinsurance treaties
and banking.  The Company began  inquiring  about Y2K compliance  with its third
party  vendors  beginning  in July  1998.  To date,  all  vendors  have  replied
regarding their compliance efforts.  Those that are not in compliance have until
the end of second quarter 1999 to do so, or they will be replaced.

Costs

The Company  considers the cost associated with the Project to be material.  The
Company has estimated  the total cost to be $5.7 million,  the majority of which
has been  capitalized  as  hardware  or  software  costs.  The  Company has also
incurred  substantial costs for carrying two systems  including  personnel costs
and outside service fees. The component of these costs  specifically  associated
with Y2K cannot be reasonably estimated. The total amount expended through March
31,  1999 on all  infrastructure  and  software  upgrades  is  approximately  $5
million.  The  Company  expects  to spend  another  $800,000  in its  efforts to
complete the Project.  This does not include additional annual maintenance costs
that will be incurred as we move forward.  Funding for these costs will continue
to be  provided by funds from  operations.  The  Company  believes  that the new
nonstandard auto system will significantly enhance service capability and reduce
future operating costs.

Risks

Failure to correct the Y2K problem through  efficient and timely  implementation
of the Company's new operating  system could cause a failure or  interruption of
normal business operations. These failures could materially affect the Company's
operational  results,  financial  condition and liquidity  through  reduction of
premium  volume and an increase in operating  costs as a  percentage  of premium
volume  or  deterioration  of  loss  experience.  Due to the  nature  of the Y2K
problem,  the Company is uncertain whether it will have a material affect or the
potential  magnitude of any  financial  impact.  The Company  believes  that the
possibility  of  significant   business   interruptions  should  be  reduced  by
successful implementation of the Project.

                                      -16-

<PAGE>

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
          The Company's insurance subsidiaries are parties to litigation arising
          in the ordinary  course of  business.  The Company  believes  that the
          ultimate resolution of these lawsuits will not have a material adverse
          effect on its  financial  condition  or  results  of  operations.  The
          Company, through its claims reserves,  reserves for both the amount of
          estimated  damages  attributable  to these  lawsuits and the estimated
          costs of litigation.

ITEM 2.   CHANGES IN SECURITIES
          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          None

ITEM 4.   SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
          None

ITEM 5.   OTHER INFORMATION
          Within this form 10-Q/A the Company  has  incorporated  the  financial
          impact of events which had  occurred as of March 31,  1999,  but which
          came to management's  attention and / or became quantifiable after the
          release to the public of the first  quarter  results of  operations on
          May 12, 1999.

          The  Company  writes a  portion  of its crop hail  insurance  based on
          continuous  policies which remain  in-force unless and until cancelled
          by the  policyholder.  The Company also writes a lesser amount of crop
          hail  insurance  on an annual  basis.  In the first  quarter  earnings
          release dated May 12, 1999, the Company recorded  approximately  $11.3
          million of crop hail gross written  premium  related to processed crop
          hail  policies.  However,  the  Company  failed to  record  all of the
          continuous policies for which liabilities had attached as of the March
          31, 1999 balance sheet date, thus understating crop hail gross written
          premium by  approximately  $16.6 million,  and net written  premium by
          approximately $4.0 million. The crop hail gross written premium should
          have totalled $27.9 million for the first quarter, which is comparable
          with the $24.5 million in crop hail gross written premium  recorded in
          the first quarter of 1998.

          The increase in the crop hail premiums has an effect on income through
          ceding  commissions  the Company  receives on quota share  reinsurance
          treaties.  It  also  improves  earnings  through  profits  on the  net
          retained  portion  of the crop  hail  business.  The  total  amount of
          pre-tax  earnings  related to the  additional  $16.6  million in gross
          written   premiums   recorded  for  the  first  quarter  of  1999  was
          approximately $2.0 million.

          The  Company  reinsures  100%  of a book of  crop  insurance  business
          written through a third party insurance  company.  As described in the
          notes to the 1998 audited financial statements,  this product,  called
          "AgPI(R)",  insures against  business  interruption  risk. At year end
          1998 the Company  had  recorded  $7.5  million in gross  assumed  loss
          reserves.  Based on further  recent  analysis,  coupled with  recently
          released  national data related to the 1998 crop year, the Company has
          increased  its assumed  gross loss reserves from $7.5 million to $15.0
          million as of March 31, 1999.

                                      -17-

<PAGE>

          To date,  there  has not been a ceding of paid  losses to the  Company
          from the third  party  reinsurance  company  related to the  potential
          AgPI(R)  liability.  The Company believes the ultimate  development on
          these gross reserves could range from $10 million to $20 million, and,
          as such,  believes that recorded gross loss reserves of $15 million is
          sufficient.  However,  there can be no  assurance  that the  Company's
          ultimate  liability for AgPI(R)  related losses will not be materially
          greater or less than the Company's reserve for this liability.

          The Company  retrocedes  the majority of this business to  reinsurers.
          The  retrocession  cover on this book of  business  is 62% quota share
          reinsurance of which 7.5% is retroceded to Granite Reinsurance Company
          Ltd.,  an affiliate,  and as such the Company has ceded  approximately
          $4,668,000 of premium, and $9,336,000 of loss reserves,  to retro
          reinsurers of which $4,668,000 is deferred to second quarter.  The
          company  also incurred  approximately $996,000 in pretax fee expense
          related to this treaty in the first quarter.

          These restated financials contain a correction of an accounting error.
          The error  related to the  recording  of the  retroactive  reinsurance
          recoverable  pertaining to AgPI(R) in the incorrect accounting period.
          The  correction  of the error  defers the  recognition  of a gain on a
          reinsurance  recovery from first quarter 1999 to second quarter 1999.
          The amount of the deferred gain is $4,668,000.  The Company  recorded
          an increase in loss and loss adjustment expense of $4,668,000 due to
          the deferral of the gain which reduced net income by $3,034,000 or
          $0.29 per share (basic).

ITEM 6.   EXHIBITS  AND REPORTS ON
          FORM 8-K Exhibit 1.0 - AgPI(R),  Crop Hail and MPCI Multi-year Quota
          Share Reinsurance Agreement


                                      -18-

<PAGE>

                                   SIGNATURES



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



Dated: August 20, 1999                           By: /s/ Alan G. Symons
                                                 Alan G. Symons
                                                 Chief Executive Officer



Dated: August 20, 1999                           By: /s/ Thomas R. Kaehr
                                                 Thomas R. Kaehr
                                                 Vice President, Treasurer and
                                                 Chief Financial Officer





                                    -19-
<PAGE>