SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1


[x]      AMENDEMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31,
         2001

                                       OR

[ ]      AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934.  For the transition period
         from ___to___

                          Commission file number 1-7411

                            ALLCITY INSURANCE COMPANY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       New York                                        13-2530665
--------------------------------------------------------------------------------
(State of incorporation)                 (I.R.S. Employer Identification Number)

    45 Main Street, Brooklyn, N.Y                                 11201-3731
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code 718-422-4000
                                                   ------------

Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange on
Title of each class                                         which registered

                                      None
--------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:


                                      None
--------------------------------------------------------------------------------
                                (Title of Class)

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes X  No
   ---   ---

         The aggregate market value of the voting stock held by nonaffiliates of
the registrant as of March 14, 2002 was $192,143.

         The number of shares outstanding of each of the registrant's classes of
common shares, as of March 14, 2002, was 7,078,625.

                    DOCUMENTS INCORPORATED BY REFERENCE: None

<PAGE>



EXPLANATORY NOTE

This report on Form 10-K/A  amends and restates in their  entirety the following
Items of the  Annual  Report  on Form 10-K of  Allcity  Insurance  Company  (the
"Company") for the fiscal year ended December 31, 2001:


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------

Pursuant to the  Company's  Charter and  By-Laws,  the Board of Directors of the
Company consists of 13 members divided into three classes: Class I, Class II and
Class III. As of April 25, 2002,  the directors  and  executive  officers of the
Company,  their ages,  positions held by them during the past five years and the
periods during which they have served in such positions are as follows:

    NAME, AGE AND POSITION                   PRINCIPAL OCCUPATION, OFFICE
      WITH COMPANY                              AND TERM OF OFFICE
--------------------------------            ------------------------------------


H.E. Scruggs, Jr., 45,                      Principal Occupation - President,
Director, President and Chief                and Chief Executive
Executive Officer                            Officer of the  Company  and Empire
                                             since September  2000.  Chairman of
                                             American Investment Bank ("AIB"), a
                                             Leucadia  subsidiary,  since  1997.
                                             Member of the Utah Bar; Director of
                                             MK Gold  (an  international  mining
                                             company)    since    March    2001;
                                             Previously    Vice   President   of
                                             Leucadia from March 2000 to January
                                             2002,  Chief  Executive  Officer of
                                             AIB  from   February  1997  through
                                             November  2001,  Vice  President of
                                             AIB  from  June  1995  to  February
                                             1997.
                                            Class II  Director  since  September
                                             2000; current term expires 2004.

Martin B. Bernstein, 68,                    Principal Occupation - President and
Director                                     Director  of  Ponderosa  Fibres  of
                                             America,  Inc. (a pulp manufacturer
                                             for paper producers).
                                            Class  II  Director  since  February
                                             1988; current term expires 2004.

Ian M. Cumming, 61                          Principal  Occupation - Chairman  of
Director                                     the   Board  and  a   Director   of
                                             Leucadia since June 1978.  Chairman
                                             of the  Board of The  FINOVA  Group
                                             Inc.  (a  middle   market   lender)
                                             ("FINOVA")   since   August   2001.
                                             Director of  Skywest,  Inc. (a Utah
                                             based  regional air carrier)  since
                                             June  1986.  Director  of  MK  Gold
                                             since   June  1995.   Director   of
                                             HomeFed Corporation ("HomeFed"), (a
                                             real  estate  development  company)
                                             since May 1999. Director of Carmike
                                             Cinemas,  Inc.  (a  motion  picture
                                             exhibitor)   since   January  2002.
                                            Class  I   Director  since  February
                                             1988; current term expires 2003.

James E. Jordan, 58,                        Principal Occupation - Private
Director                                     Investor   and  Director  of  First
                                             Eagle SoGen  Mutual  Funds and J.Z.
                                             Equity   Partners  PLC  (a  British
                                             investment      trust     company).
                                             Previously, Financial Consultant of
                                             the  Jordan  Company  from  1984 to
                                             2001 and  President  of The William
                                             Penn  Corporation  from 1986  until
                                             1997.
                                            Class  III   Director   since  1997;
                                             current term expires 2002.

                                     - 2 -
<PAGE>

    NAME, AGE AND POSITION                   PRINCIPAL OCCUPATION, OFFICE
      WITH COMPANY                              AND TERM OF OFFICE
--------------------------------            ------------------------------------

Thomas E. Mara, 56,                         Principal Occupation -
Director                                     Executive    Vice    President   of
                                             Leucadia   since   May   1980   and
                                             Treasurer of Leucadia since January
                                             1993.  Director  of MK  Gold  since
                                             February 2000.
                                            Class  I  Director   since  October
                                             1994; current term expires 2003.

Louis V. Siracusano, 55,                    Principal Occupation - Attorney with
Director                                     McKenna, Fehringer, Siracusano &
                                             Chianese (a law firm) since 1976.
                                            Class  II   Director   since  1985;
                                             current term expires 2004.

Joseph A. Orlando, 46,                      Principal    Occupation    -   Vice
Director                                     President   and   Chief   Financial
                                             Officer  of  Leucadia  since  April
                                             1996.
                                            Class  III  Director   since  1998;
                                             current term expires 2002.

Joseph S. Steinberg, 58,                    Principal Occupation - President of
Director, Chairman of the Board              Leucadia  since  January  1979  and
                                             Director of Leucadia since December
                                             1978.  Director  of MK  Gold  since
                                             June  1995.   Director   of  Jordan
                                             Industries  Inc., (a public company
                                             that owns and manages manufacturing
                                             companies)    since    June   1988.
                                             Director  of HomeFed  since  August
                                             1998.  Chairman  of the Board since
                                             December  1999.  Director of FINOVA
                                             since  August  2001.   Director  of
                                             White  Mountains  Insurance  Group,
                                             Ltd. (a publicly  traded  insurance
                                             holding company) since June 2001.
                                            Class  I  Director  since  February
                                             1988; current term expires 2003.

Daniel G. Stewart, 83,                      Principal Occupation - Independent
Director                                     consulting   actuary since November
                                             1991.
                                            Class  I   Director   since   1980;
                                             current term expires 2003.

Lucius Theus, 79,                           Principal  Occupation  - President,
Director                                     The U.S. Associates (consultants in
                                             civic affairs,  human resources and
                                             business  management)  since  1989.
                                             Principal   and   Chief   Operating
                                             Officer of the Wellness Group, Inc.
                                             (a  provider  of  health  promotion
                                             programs) since 1989.
                                            Class  II   Director   since  1980;
                                             current term expires 2004.

Rocco J. Nittoli, 43,                       Principal    Occupation   -   Chief
Director, Chief Operating Officer            Operating  Officer  of the  Company
                                             and  Empire  since  February  2001,
                                             Senior   Vice   President  &  Chief
                                             Information  Officer of the Company
                                             and  Empire  from  January  2000 to
                                             February  2001.  Vice President and
                                             Controller  from  September 1997 to
                                             January      2000.      Previously,
                                             Controller   of   Aegis   Insurance
                                             Services, Inc. from October 1995 to
                                             September 1997.
                                            Class I Director  since March 2001,
                                             current term expires 2003.

Harry H. Wise, 63                           Principal  Occupation  -  President
Director                                     and Director, H.W. Associates, Inc.
                                             (an  investment   advisory   firm).
                                             President  and  Director,   Madison
                                             Equity  Capital Corp. (a sponsor of
                                             private  investment  partnerships).
                                            Class  III  Director   since  1988;
                                             current term expires 2002.

                                     - 3 -
<PAGE>

    NAME, AGE AND POSITION                   PRINCIPAL OCCUPATION, OFFICE
      WITH COMPANY                              AND TERM OF OFFICE
--------------------------------            ------------------------------------

Christopher J. Gruttemeyer, 36,             Principal    Occupation    -   Vice
Director, Vice President                     President   for  the   Company  and
                                             Empire   since    December    2000.
                                             Assistant   Vice   President   from
                                             September  1999 to  December  2000.
                                             Senior   Financial   Analyst   from
                                             December  1996 to  September  1999.
                                             Internal   Auditor  from  September
                                             1994 to  December  1996.
                                            Class  III  Director   since  March
                                             2001; current term expires in 2002.

Edward A. Hayes, 50,                        Principal  Occupation - Senior Vice
Senior Vice President                        President,  Claims for the  Company
                                             and  Empire  since  November  1999.
                                             Previously,  attorney with Hawkins,
                                             Feretic,  Daly, Maroney & Hayes  (a
                                             law firm) from May 1997 to November
                                             1999.  Vice  President at Travelers
                                             Property Casualty  Corporation from
                                             February 1996 to May 1997.


BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-----------------------------------------

Section 16 (a) of the  Securities  Exchange Act of 1934  requires the  Company's
executive officers and directors, and persons who beneficially own more than ten
percent of the  Company's  common stock to file reports of ownership and changes
in ownership with the Securities Exchange Commission.  Based solely upon written
representations  from the Company's executive officers and directors and greater
than 10%  beneficial  shareholders,  the Company  believes  that during the year
ended  December 31, 2001, no persons  subject to the reporting  requirements  of
Section 16 (a) were required to file any such reports.


ITEM 11. EXECUTIVE COMPENSATION
-------- ----------------------

SUMMARY COMPENSATION TABLE
The Company does not  remunerate  its  executive  officers  directly.  Executive
officers of the Company are also  executive  officers of the  Company's  parent,
Empire,  which pays all salaries.  The Company  operates  under the same general
management  as  Empire  and has  full  use of  Empire's  personnel,  information
technology systems and facilities. All salaries and other operating expenses are
shared by the Company and Empire pursuant to a pooling  arrangement  under which
30% of such  expenses are charged to the Company.  The amounts  reflected in the
table below represent the Company's 30% share of compensation expense.

The  following  table  sets  forth  certain  compensation  information  for H.E.
Scruggs,  Jr.,  President and Chief  Executive  Officer  ("CEO") of the Company.
There were no other  executive  officers  whose  salaries  or bonuses  paid,  or
accrued for, under the pooling arrangement  exceeded $100,000 for the year ended
December 31, 2001.

<TABLE>
<CAPTION>
                                                              SUMMARY COMPENSATION TABLE
                                                              --------------------------
                                                                                 ALL OTHER
                                                      ANNUAL COMPENSATION       COMPENSATION
                                                      -------------------       ------------
NAME AND PRINCIPAL
    POSITION                                            SALARY      BONUS
------------------------
                               YEAR                        $           $            $
                               ----                   ---------   ----------     --------
<S>                            <C>                    <C>         <C>            <C>
H. E. Scruggs, Jr.             2001                   $ 32,366    $ 140,513      $ 2,688
President  & CEO               2000                      (a)         (a)            (a)

<FN>
(a)  Mr. Scruggs received no compensation  from the Company in 2000. Mr. Scruggs
     was compensated  directly by Leucadia in 2000. Mr. Scruggs was not employed
     by the Company prior to September 2000.
</FN>
</TABLE>

                                     - 4 -
<PAGE>

The Company does not directly remunerate directors. The directors of the Company
are also  directors  of Empire and their fees are paid  pursuant  to the pooling
agreement described above. Directors who are not officers or employees of Empire
and the  Company  are paid an annual  joint  retainer  of $5,000.  In  addition,
eligible  directors  receive $1,500 for each joint board meeting  attended.  For
attendance  at a meeting  of a  committee  of the joint  board,  such  directors
receive  $1,500 per meeting.  In addition,  each  Chairperson  of a committee is
entitled  to $500 per  annum.  All fees  paid to such  directors  are  shared in
accordance with the pooling agreement.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------- --------------------------------------------------------------

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of April 25, 2002 as to the Common
Shares of the Company owned of record and  beneficially  by each person who owns
of record, or is known by the Company to own beneficially,  more than 5% of such
Common Shares.

<TABLE>
<CAPTION>
           NAME AND                                AMOUNT AND
           ADDRESS OF                              NATURE OF
           BENEFICIAL                              BENEFICIAL                           PERCENT OF
           OWNER                                   OWNERSHIP                               CLASS
           -----------                             -----------                            ------

<S>                                                <C>                                      <C>
    Empire Insurance Company                       5,987,401 Common                         84.6%
    45 Main Street                                 Shares owned of
    Brooklyn, N.Y.  11201                          record

    Baldwin Enterprises, Inc.                      471,407 Common                            6.7%
    529 East South Temple                          Shares owned of
    Salt Lake City, Utah 84102                     record
</TABLE>

As discussed in Item 1,  "Business",  Leucadia (and certain of its  wholly-owned
subsidiaries) may be deemed a parent of Empire and therefore of the Company as a
result of its  indirect  ownership  of 100% of the  outstanding  common stock of
Empire.


SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information  concerning  beneficial  ownership of
the  Company's  common  stock and the  equity  securities  of  Leucadia  by each
director and by all directors and officers of the Company as a group as of April
25, 2002.

Each holder shown exercises sole voting and sole investment  power of the shares
shown opposite his or her name.

NAME OF BENEFICIAL              AMOUNT AND NATURE OF          PERCENT OF
     OWNER                      BENEFICIAL OWNERSHIP             CLASS
------------------              --------------------          ----------
Martin B. Bernstein                -                          -
Ian M. Cumming (1)                 -                          -
Christopher J. Gruttemeyer         -                          -
James E. Jordan                    -                          -
Thomas E. Mara                     -                          -
Rocco J. Nittoli                   -                          -
Joseph A. Orlando                  -                          -
H.E. Scruggs, Jr.                  -                          -
Louis V. Siracusano                -                          -
Joseph S. Steinberg (1)            -                          -
Daniel G. Stewart                  -                          -
Lucius Theus                       -                          -
Harry H. Wise                      -                          -
Directors and Executive
Officers as a group                -                          -
(14 persons) (2)

                                     - 5 -
<PAGE>

(1) Although  neither Ian M. Cumming nor Joseph S.  Steinberg  directly owns any
shares of common stock of the Company, by virtue of their respective interest of
approximately  18.0%  and  16.8%  in  Leucadia,  each  may be  deemed  to be the
beneficial owner of a proportionate  number of the shares of common stock of the
Company  beneficially  owned by Leucadia  through its  subsidiaries,  Empire and
Baldwin Enterprises, Inc.

(2) Aside from the beneficial  ownership described in Note 1 to this table, five
directors  beneficially  own common shares of Leucadia,  which in the aggregate,
represent less than 1% of Leucadia's common stock.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------- ----------------------------------------------
See  Item 1 of  this  report  and  Notes  1, 3,  8,  9,  10 and 11 of  Notes  to
Consolidated  Financial  Statements for information relating to transactions and
relationships between the Company and its affiliates.


                                     - 6 -
<PAGE>

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

                                          ALLCITY INSURANCE COMPANY
                                           Registrant


                                          By:  /s/ Rocco J. Nittoli
                                              ----------------------
                                               Rocco J. Nittoli
                                               Director, Chief Operating Officer

Dated: April 29, 2002

                                     - 7 -
<PAGE>