<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

(Mark One)

 X       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----     EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended DECEMBER 31, 1997

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                         Commission file number 33-46573
                                                --------

                             CAPITAL HOLDINGS, INC.
                             ----------------------
             (Exact name of Registrant as specified in its Charter)


               OHIO                                    34-1588902
               ----                                    ----------
      (State of incorporation)            (I.R.S. Employer Identification No.)


                       5520 MONROE ST., SYLVANIA, OH 43560
                       -----------------------------------
          (Address of principal executive offices, including zip code)


                                 (419) 885-7379
                                 --------------
              (Registrant's telephone number, including area code)


        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                         COMMON STOCK, WITHOUT PAR VALUE
                         -------------------------------
                                (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 non-affiliates
of the Registrant at March 10, 1998 was $94,023,970.

         The number of shares of Registrant's Common Stock outstanding on March
10, 1998 was 2,000,510.


                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

Annual Report to Shareholders for fiscal year ended December 31, 1997 - Parts II
and IV.
Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May
7, 1998 - Part III.


<PAGE>   2


                                    PART IV.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K
--------  --------------------------------------------------------------

(A)      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
         --------------------------------------------------------

         The following consolidated financial statements included in the 1997
Annual Report to Shareholders of Capital Holdings, Inc., are incorporated by
reference in ITEM 8:
                      Consolidated Balance Sheets at December 31, 1997 and 1996.
                      Consolidated Statements of Income for the years ended
                      December 31, 1997, 1996 and 1995.
                      Consolidated Statements of Shareholders' Equity for the
                      years ended December 31, 1997, 1996 and 1995.
                      Consolidated Statements of Cash Flows for the years ended
                      December 31, 1997, 1996 and 1995.
                      Notes to Consolidated Financial Statements.
         Schedules are omitted because they are inapplicable, not required, or
the information is included in the consolidated financial statements or notes
thereto.

(B)      REPORTS ON FORM 8-K
         -------------------

             None

(C)      EXHIBITS
         --------

<TABLE>
<CAPTION>
         EXHIBIT NO.
         -----------

<S>                   <C>                                                                        <C>
              3.1     Articles of Incorporation of Capital Holdings, Inc.                          *
                                                                                                 ---
              3.2     Code of Regulations of Capital Holdings, Inc.                                *
                                                                                                 ---
              3.3     Articles of Incorporation of Capital Holdings, Inc., as amended              +
                           May 18, 1993                                                          ---
              4.0     Certificate for Common Shares of Capital Holdings, Inc.                      *
                                                                                                 ---
             10       Nonemployee Director Stock Option Plan                                       &
                           of Capital Holdings, Inc.                                             ---

             10.4     1988 Incentive Stock Option Plan of Capital Holdings, Inc.                   *
                                                                                                 ---
             10.5     Lease between Capital Bank, N.A. and CBNA Building Company,                  *
                           a wholly-owned subsidiary of Capital Holdings, Inc.                   ---

             10.6     Supplemental Executive Retirement Plan of Capital Holdings, Inc.             $
                                                                                                 ---
             13       The Company's 1997 Annual Report to Shareholders - Except
                           for the portions of the report expressly incorporated
                           by reference, the Report is furnished solely for the
                           information of the Commission and is not deemed
                           "filed" as part hereof

             21       List of Subsidiaries                                                         *
                                                                                                 ---
                           (i)  Capital Bank, N.A., a national banking
                                association chartered by the Office of the
                                Comptroller of the Currency of the United States
                           (ii)  CBNA Building Company, an Ohio corporation

             23.1     Consent of Independent Auditors

             27       Financial Data Schedule

             27.1     Financial Data Schedules Restated for the period end
                      March 31, 1996; June 30, 1996; September 30, 1996;
                      December 31, 1996.
</TABLE>

*  Documents incorporated by reference from the Company's S-1 Registration
   Statement, File Number 33-46573, effective May 8, 1992.
+  Document incorporated by reference from the Company's Annual Report on Form
   10-K for the year ended December 31, 1993.
&  Document incorporated by reference from the Company's Quarterly Report on
   Form 10-Q for the quarter ended September 30, 1995.
$  Document incorporated by reference from the Company's Annual Report on Form
   10-K for the year ended December 31, 1995.

(D)      FINANCIAL STATEMENT SCHEDULES
         -----------------------------

             None required.


<PAGE>   3



                                   SIGNATURES



Pursuant to the requirements of Section 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, on the dates indicated.



                             CAPITAL HOLDINGS, INC.





            By   /s/ John S. Szuch                                      3/19/98
                 ---------------------------------------------------------------
                 John S. Szuch                                           Date
                 Chairman and Chief Executive Officer
                 Director





            By   /s/ Robert A. Sullivan                                 3/19/98
                 ---------------------------------------------------------------
                 Robert A. Sullivan                                      Date
                 President and Chief Operating Officer
                 Director





            By   /s/ Michael P. Killian                                 3/19/98
                 ---------------------------------------------------------------
                 Michael P. Killian                                      Date
                 Senior Vice President and Chief Financial Officer


<PAGE>   4



Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
Capital Holdings, Inc. and Subsidiaries and in the capacities and on the dates
indicated.






            By    /s/ James M. Appold                                   3/19/98
                 ---------------------------------------------------------------
                  James M. Appold                                        Date
                  Director




            By    /s/ David P. Bennett                                  3/19/98
                 ---------------------------------------------------------------
                  David P. Bennett                                       Date
                  Director




            By    /s/ Yale M. Feniger                                   3/19/98
                 ---------------------------------------------------------------
                  Yale M. Feniger                                        Date
                  Director




            By    /s/ George A. Isaac, III                              3/19/98
                 ---------------------------------------------------------------
                  George A. Isaac, III                                   Date
                  Director



            By    /s/ Michael C. Landin                                 3/19/98
                 ---------------------------------------------------------------
                  Michael C. Landin                                      Date
                  Director




            By    /s/ Ronald R. Langenderfer                            3/19/98
                 ---------------------------------------------------------------
                  Ronald R. Langenderfer                                 Date
                  Director


<PAGE>   5







            By    /s/ Joel A. Levine                                    3/19/98
                 ---------------------------------------------------------------
                  Joel A. Levine                                         Date
                  Director



            By    /s/ W. G. Lyden, III                                  3/19/98
                 ---------------------------------------------------------------
                  W. G. Lyden, III                                       Date
                  Director




            By    /s/ Thomas W. Noe                                     3/19/98
                 ---------------------------------------------------------------
                  Thomas W. Noe                                          Date
                  Director




            By    /s/ Noel Romanoff                                     3/19/98
                 ---------------------------------------------------------------
                  Noel Romanoff                                          Date
                  Director




            By    /s/ James D. Sayre                                    3/19/98
                 ---------------------------------------------------------------
                  James D. Sayre                                         Date
                  Director




            By    /s/ James M. Tuschman                                 3/19/98
                 ---------------------------------------------------------------
                  James M. Tuschman                                      Date
                  Director