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

                                    FORM 10-K

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

      For the fiscal year ended                           0-8738
----------------------------------------  -------------------------------------
         December 31, 1996                       Commission File Number

                            BANCINSURANCE CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Ohio                                     31-0790882
----------------------------------------  -------------------------------------
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)

  20 East Broad Street, Columbus, Ohio                              43215
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number including area code           (614) 228-2800
                                                       ------------------------


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

                                                Name of Each Exchange on
         Title of Each Class                        Which Registered
 
              NONE                                       NONE
----------------------------------------  -------------------------------------

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

                        COMMON SHARES, WITHOUT PAR VALUE
--------------------------------------------------------------------------------
                                (Title of Class)

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 twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                          YES   X       NO
                                             --------     --------

Indicate 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 the 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 ]

Based upon the closing price reported on the Nasdaq National Market on February
14, 1997, the aggregate market value of the Common Stock of Registrant held by
non-affiliates on that date was $8,048,850.

As of February 14, 1997, the Registrant had 5,767,257 Common Shares, without par
value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended December 31, 1996 are incorporated by reference in Part II.

Portions of the Registrant's Proxy Statement for the 1997 Annual Meeting of
Stockholders are incorporated by reference in Part III.


<PAGE>   2



                   BANCINSURANCE CORPORATION AND SUBSIDIARIES

                                 1996 FORM 10-K

                                TABLE OF CONTENTS

                                                                           Page

                                     PART I

Item 1.         Business................................................... 3
Item 2.         Properties................................................. 7
Item 3.         Legal Proceedings.......................................... 7
Item 4.         Submission of Matters to a Vote of Security Holders........ 7

                                     PART II

Item 5.         Market for the Company's Common Stock and Related
                    Security Holder Matters................................ 7
Item 6.         Selected Consolidated Financial Data....................... 8
Item 7.         Management's Discussion and Analysis of Financial
                    Condition and Results of Operations.................... 8

Item 8.         Consolidated Financial Statements and Supplementary Data... 8
Item 9.         Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure.................... 8

                                    PART III

Item 10.        Directors and Executive Officers of the Company............ 8
Item 11.        Executive Compensation..................................... 8
Item 12.        Security Ownership of Certain Beneficial Owners and
                    Management............................................. 8
Item 13.        Certain Relationships and Related Transactions............. 8

                                     Part IV

Item 14.        Exhibits, Financial Statement Schedules and Reports on
                    Form 8-K............................................... 9



<PAGE>   3



                                     Part I

Item 1.  Business
         --------

GENERAL

The Company is an Ohio insurance holding company engaged primarily in the
underwriting of specialized and niche insurance products and related services
through its wholly-owned insurance subsidiary, Ohio Indemnity Company ("Ohio
Indemnity"). Ohio Indemnity is licensed to transact business in 44 states and
the District of Columbia and on a surplus lines basis in Texas. During 1993,
BCIS Services, Inc. ("BCIS Services") was incorporated in Ohio as a wholly-owned
subsidiary of the Company. BCIS Services is a non-risk bearing provider of
workers' compensation administration and cost control services to employers who
self-insure workers' compensation coverage.

PRODUCTS

Most of the Company's net premiums written and premiums earned are derived from
two distinct lines of specialized and niche insurance products and related
services:

Ultimate Loss Insurance. Ultimate Loss Insurance, a form of physical damage
blanket single interest insurance, is sold to lending institutions, such as
banks, savings and loan associations, credit unions, automobile dealers and
finance companies. Ultimate Loss Insurance insures such institutions against
damage to pledged collateral in cases where the collateral is not otherwise
insured. The standard policy covers physical damage to the collateral, not to
exceed the lesser of the collateral's fair market value or the outstanding loan
balance. This blanket single interest policy is generally written to cover the
lending institution's complete portfolio of collateralized personal property
loans, which consist primarily of automobile loans. The Company offers
supplemental coverages, at additional premium cost, for losses due to
unintentional errors in lien filings and conversion, confiscation and skip
risks. Conversion risk coverage protects the lender from unauthorized and
wrongful taking of the lender's collateral. Skip risk coverage protects the
lender when a delinquent debtor disappears with the loan collateral.

Since its inception in 1956, the Company has gradually expanded coverage of the
program from traditional lenders such as banks, savings and loans and credit
unions to nontraditional lenders, such as finance companies. During 1996, the
Company provided Ultimate Loss Insurance coverage to approximately 300 lending
institutions.

The premiums charged for Ultimate Loss Insurance reflect claims experience, loan
volumes and general market conditions.

Bonded Service Program. Bonded Service is a program in which the Company
participates by bonding specific unemployment insurance servicing commitments by
a cost containment service firm. The unemployment compensation laws of each
state generally permit not-for-profit organizations, school districts and
political subdivisions to opt out of the state sponsored unemployment
compensation insurance system and, instead, elect to reimburse the state for
unemployment compensation claims paid by the state on their behalf. Although the
reimbursing employer can usually realize certain cost advantages through this
reimbursement method, it also assumes the risk of unexpected, unbudgeted
unemployment claims. The Bonded Service program provides the risk mechanism to
limit the impact of such unexpected claims costs. The cost containment service
firm operates under a service contract with the reimbursing employer by which
the cost containment service firm assures that the employer will satisfy his
obligations to the state as a reimburser. From the Bonded Service fees charged
by the cost containment service firm, an aggregate loss fund account is
maintained from which losses in excess of expected charges are paid up to the
bond limit. The Company controls the Bonded Service participation process.

The Company has participated in the Bonded Service program since 1989. In 1992,
the Company agreed to write a similar type bond covering groups of smaller
not-for-profit entities which could realize the cost benefits of being
reimbursers but could not do so on a stand-alone basis. As of December 31, 1996,
the Company services seven (7) such groups.

                                        3


<PAGE>   4



The cost containment service firm's charge to the participating employer is
based primarily upon historical claims experience, general economic conditions
and other factors specific to the employer. The bond premium paid to the Company
is calculated as a percentage of that charge. Subscribers to the Bonded Service
program enroll for a term ranging from one to two years and the Company's surety
bond extends for the duration of the term. The Bonded Service program fees
applicable to any renewal term are adjusted based upon the subscriber's
historical claims experience, the subscriber's announced business plans with
respect to significant planned changes in employment, stability of the
subscriber's source of funding and general economic conditions. Since 1989,
annual renewals have averaged 95%.

Some states require that reimbursing employers post a bond as security for the
performance of their reimbursing obligations. On limited occasions, the Company
has provided this mandated bond on behalf of employers enrolled in the Bonded
Service program for which it assesses a separate premium charge. The Company's
obligations under such bonds may not, in every case, cease upon termination of
an employer's participation in the Bonded Service program. The financial
statements include reserves for losses on such programs for benefits paid. Such
reserves were $458,436 and $345,000 at December 31, 1996 and 1995, respectively.

Automobile Physical Damage Insurance. Automobile Physical Damage Insurance is
designed for the nonstandard automobile insurance market, consisting mostly of
inexperienced drivers, drivers with poor driving records or claims experience,
or drivers who otherwise do not qualify for the standard market. The Company
offered Automobile Physical Damage Insurance from June 1992 to August 1995 to
California residents and from January 1993 to October 1994 to Arizona residents.
The Company does not currently offer Automobile Physical Damage Insurance in any
jurisdiction.

BCIS Services, Inc. BCIS Services is a third party administrator (TPA)
specializing in managing workers' compensation obligations assumed by employers
who self-insure this coverage. The contract defines specific servicing
responsibilities for which the client pays agreed upon fees during the duration
of such contract which normally covers one to three years. BCIS Services was
formed in February 1993 and began marketing its programs in July 1993. BCIS
Services does not engage in the business of underwriting or insuring risks of
loss.

BCIS Services assists the client in controlling factors that impact containment
of workplace disability costs from risk control to proactive claims management.
BCIS Services is postured to provide independent claims administration involving
other casualty insurance exposures on a multi-state basis. Independent resources
are engaged to provide specialized control functions as circumstances dictate.
During 1996, the Company provided cost control services to four employers in
California which generated revenues of $550,615.

BCIS Services operated in California only during 1996, 1995 and 1994. There can
be no assurance that this operation will be commercially successful or
profitable.

COMPETITION

With respect to Ultimate Loss Insurance, the Company competes with
"forced-placement" insurance and other providers of physical damage blanket
single interest insurance. Forced-placement coverage is an alternative to
physical damage blanket single interest insurance in that the provider arranges
with a lending institution to insure, without the borrower's consent, uninsured
or underinsured collateral pledged by the borrower to the lender. The Company
believes its Ultimate Loss Insurance is a superior product to forced-placement
insurance. Under forced-placement insurance, an individual policy is written for
the lending institution's customer without the customer's consent and the
premiums are paid directly by the customer through an increase in the customer's
outstanding loan balance. The propriety of forced-placement coverage has
recently been challenged in a number of class action suits against providers of
forced-placement insurance.

Competition for the Bonded Service program is provided indirectly by insurers
who have designed coverages for reimbursing employers with loss limitation
features similar in concept to the Bonded Service program. The Company believes
that the Bonded Service program has cost savings and other features which enable
the program to compete

                                        4


<PAGE>   5



effectively against providers of loss limitation coverages. The cost containment
service firm, on whom the Company relies for growth in bond fees, competes with
other cost containment service firm's for cost containment service contracts
with not-for-profit organizations, some of which may require loss limitation
coverages.

Concerning BCIS Services, competition includes any brokers, agents, insurance
companies or consultants which provide administrative services to their clients.
The major competitors are TPA's, most of which operate on a regional basis.
There are approximately 51 TPA's in California that specialize in serving
employers who self-insure workers' compensation.

There can be no assurance that the Company will not face additional competition
in its markets from new or existing competitors.

REINSURANCE

The Company maintains a quota share reinsurance agreement, by which Ohio
Indemnity cedes a portion of its insurance to a reinsurer. This arrangement
limits the net claim liability potential arising from specific policies. This
reinsurance agreement does not relieve the Company from its obligations to
policyholders. Consequently, failure of the reinsurer to honor its obligations
could result in losses to the Company. The Company currently recovers 50% of the
paid losses and loss adjustment expense applicable to Automobile Physical Damage
insurance policies.

As of December 31, ceded reinsurance reduced commission expense incurred by
$62,147, $121,972 and $3,137,726 in 1996, 1995 and 1994, respectively.

REGULATION

   Insurance Company Regulation

Ohio Indemnity, as an Ohio property/casualty insurance company, is subject to
the primary regulatory supervision of the Ohio Department of Insurance. In
addition, Ohio Indemnity is subject to regulation in each jurisdiction in which
it is licensed to write insurance. In general, such regulation is designed to
protect the interests of insurance policyholders rather than the Company or the
Company's shareholders.

Such regulation relates to, among other matters: licensing of insurers and their
agents; authorized lines of business; capital and surplus requirements and
general standards of solvency; financial reports; reserve requirements;
underwriting limitations; investment criteria; transactions with affiliates;
dividend limitations; changes in control and a variety of other financial and
nonfinancial matters.

The principal source of cash available to the Company is dividends from Ohio
Indemnity. The Company is subject to the Ohio Insurance Holding Company System
Regulatory Act, as amended, which requires that a 10-day notice of the proposed
payment of any dividends or other distributions by Ohio Indemnity be given to
the Ohio Superintendent of Insurance. If such dividends or distributions,
together with any other dividends or distributions made within the preceding
twelve months, exceed the greater of: (i) 10% of Ohio Indemnity's statutory
surplus as of the immediately preceding December 31st, or (ii) the net income of
Ohio Indemnity for the immediately preceding calendar year, a 30-day notice of
such proposed dividend or distribution is required to be given to the
Superintendent and the Superintendent may disapprove such dividend or
distribution within the 10-day period following receipt of such notice.

Most states have insurance laws requiring that rate schedules and other
information be filed with the state's regulatory authority, either directly or
through a rating organization with which the insurer is affiliated. The
regulatory authority may disapprove a rate filing if it finds that the rates are
inadequate, excessive or unfairly discriminatory. Rates vary by class of
business, hazard assumed and size of risk, and are not necessarily uniform for
all insurers. Many states have recently adopted laws which limit the ability of
insurance companies to effect rate increases. To date, such limitations have had
a limited impact on the Company, and the Company has no knowledge of any such
limitations that may affect its future results of operations, although there can
be no assurance that such limitations will not adversely affect the Company's
results of operations in the future.

                                        5


<PAGE>   6



All insurance companies must file annual statements in states where they are
authorized to do business and are subject to regular and special examinations by
the regulatory agencies of those states. On August 9, 1994, the Ohio Department
of Insurance issued its triennial examination report on Ohio Indemnity for the
three-year period ended December 31, 1993. The examiners reported that the
financial statements set forth in the report reflected the financial condition
of Ohio Indemnity. Management is not aware of any recommendations by regulatory
authorities which, if implemented, would have, or are reasonably likely to have,
a material effect on the Company's liquidity, capital resources or results of
operations. The next triennial review of the Company will be conducted by the
Ohio Superintendent of Insurance in 1997 for the three-year period ending
December 31, 1996.

Numerous states routinely require deposits of assets by insurance companies to
protect policyholders. As of December 31, 1996, securities with a market value
of approximately $3,531,856 had been deposited by the Company with eleven state
insurance departments. Such deposits must consist of securities which comply
with standards established by the particular state's insurance department. The
deposits, typically required by a state's insurance department on admission to
do insurance business in such state, may be increased periodically as mandated
by applicable statutory or regulatory requirements.

   Insurance Holding Company System Regulation

The Company is subject to certain provisions of the Ohio Insurance Holding
Company System Regulatory Act, as amended, which governs any direct or indirect
change in control of the Company and certain affiliated-party transactions
involving the Company or its assets. No person may acquire, directly or
indirectly, 10% or more of the outstanding voting securities of Ohio Indemnity,
unless the Ohio Superintendent of Insurance has approved such acquisition. The
determination of whether to approve any such acquisition is based on a variety
of factors, including an evaluation of the acquirer's financial condition, the
competence of its management and whether competition in Ohio would be reduced.
In addition, certain material transactions involving the Company and Ohio
Indemnity must be disclosed to the Ohio Superintendent of Insurance not less
than 30 days prior to the effective date of the transaction. Such transaction
can be disapproved by the Superintendent within such 30-day period if it does
not meet certain standards. Transactions requiring such approval include, but
are not limited to: sales, purchases or exchanges of assets; loans and
extensions of credit; and investments not in compliance with statutory
guidelines. Ohio Indemnity is also required to file periodic and updated
statements reflecting the current status of its holding company system, the
existence of any related-party transactions and certain financial information
relating to any person who directly or indirectly controls (presumed to exist
with 10% voting control) Ohio Indemnity. The Company believes that it is in
compliance with the Ohio Insurance Holding Company System Regulatory Act and the
regulations promulgated thereunder.

   The National Association of Insurance Commissioners

All states have adopted the financial reporting form of NAIC, which is typically
referred to as the NAIC "annual statement," and most states, including Ohio,
generally defer to NAIC with respect to statutory accounting practices and
procedures. In this regard, NAIC has a substantial degree of practical influence
and is able to accomplish certain quasi-legislative initiatives through
amendments to the NAIC annual statement and applicable statutory accounting
practices and procedures. For example, in recent years, NAIC has required all
insurance companies to have an annual statutory financial audit and actuarial
certification as to loss reserves by including such requirements in the annual
statement instructions.

During 1993, the NAIC adopted a Risk Based Capital (RBC) test applicable to
property and casualty insurers as of December 31, 1994. The RBC calculation
serves as a benchmark of insurance enterprises' solvency by state insurance
regulators by establishing statutory surplus targets which will require certain
Company level or regulatory level actions. Based on the Company's analysis, it
appears that the Company's total adjusted capital is in excess of all required
action levels and that no corrective action will be necessary. These RBC
provisions have not been enacted into the Ohio Revised Code.

                                        6


<PAGE>   7



PENDING LEGISLATION

The insurance industry is under continuous review by both state and federal
legislatures. From time to time various regulatory and legislative changes have
been proposed in the insurance industry which could have an effect on insurers
and reinsurers. Among the proposals that have in the past been, or are at
present being, considered are the possible introduction of federal regulation in
addition to, or in lieu of, the current system of state regulation of insurers,
and other possible restrictions on insurance transactions with unlicensed
insurers. The Company is unable to predict whether any of these proposals will
be adopted, the form in which any such proposals would be adopted or the impact,
if any, such adoption would have on the Company.

EMPLOYEES

As of February 14, 1997, the Company employed 23 full-time employees. The
Company is not a party to any collective bargaining agreement and is not aware
of any efforts to unionize its employees.

SERVICE MARKS

The Company has developed common law rights in its service mark, ULTIMATE LOSS
INSURANCE, which is registered in the State of Ohio. The Company has federally
registered its trademark, BI BANCINSURANCE CORPORATION(R) (stylized letters).

Item 2.  Properties
         ----------

The Company leases all of its office space, which as of February 14, 1997,
totalled approximately 9,900 square feet. The home office in Columbus, Ohio
aggregates approximately 7,000 square feet. The lease provides for a monthly
gross rental of $7,817. The leased space is shared with Westford Group, Inc., an
affiliate of the Company through a common officer and principal shareholder.
Rental expense is allocated in accordance with space utilization. BCIS Services'
office in Los Angeles, California occupies approximately 2,900 square feet. The
lease provides for a monthly gross rental of $3,324.

Item 3.  Legal Proceedings
         -----------------

The Company is routinely a party to litigation incidental to its business, as
well as to other nonmaterial litigation. Management believes that no individual
item of litigation, or group of similar items of litigation, including the
matters referred to below, is likely to result in judgments that will have a
material adverse effect on the financial condition or results of operations of
the Company.

On November 2, 1994, the James L. Miniter Agency, Inc. (the "Agent") filed a
lawsuit against Ohio Indemnity in the Suffolk County Superior Court,
Massachusetts, alleging essentially that Ohio Indemnity had breached its
contractual obligations to the Agent policyholder. On December 2, 1994, Ohio
Indemnity removed the case to the United States District Court for the District
of Massachusetts. On June 7, 1996, a summary judgement was granted in favor of
Ohio Indemnity, however, an appeal of the judgement has been filed by the Agent.

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

Not applicable.

                                     PART II

Item 5.  Market for the Company's Common Stock and Related Security Holders 
         -------------------------------------------------------------------   
         Matters
         -------

The information required by this item is included under the caption "Market
Information", "Holders", "Dividends", and "Market Makers" in the Company's 1996
Annual Report (the "Annual Report") and is incorporated herein by reference.

                                        7


<PAGE>   8



Item 6.  Selected Financial Data
         -----------------------

The information required by this item is included under the caption "Selected
Financial Data" in the Company's Annual Report and is incorporated herein by
reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and 
         ---------------------------------------------------------------
         Results of Operations
         ---------------------

The information required by this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report and is incorporated herein by
reference.

Item 8.  Consolidated Financial Statements and Supplementary Data
         --------------------------------------------------------

The Company's consolidated balance sheets as of December 31, 1996 and 1995, and
the consolidated statements of income, shareholders' equity and cash flows for
each of the three years ended December 31, 1996, 1995 and 1994 and the notes to
the financial statements, together with the independent auditors' report thereon
appear in the Company's Annual Report and are incorporated herein by reference.

The Company's Financial Statement Schedules and Independent Auditors' Report on
Financial Statement Schedules are included in response to Item 14 hereof.

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         ---------------------------------------------------------------   
         Financial Disclosure
         --------------------

None.

                                    PART III

Item 10.  Directors and Executive Officers of the Company
          -----------------------------------------------

The information required by this item is included under the captions "Election
of Directors," "Executive Officers of the Corporation" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement (the
"Proxy Statement") relating to the Company's 1997 Annual Meeting of Stockholders
to be held on June 3, 1997, and is incorporated herein by reference.

Item 11.  Executive Compensation
          ----------------------

The information required by this item is included under the captions
"Compensation of Directors" and "Executive Compensation" in the Proxy Statement
and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

The information required by this item is included under the caption "Ownership
of Voting Stock" in the Proxy Statement and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------

The information required by this item is included under the caption "Certain
Relationships and Related Transactions" in the Proxy Statement and is
incorporated herein by reference.

                                        8


<PAGE>   9



                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
          ---------------------------------------------------------------

        (a)    The following documents are filed as part of this report:
               --------------------------------------------------------

               (1)       The following financial statements appearing in the 
                         Company's Annual Report are incorporated herein by 
                         reference:

                         Consolidated Balance Sheets as of December 31, 1996 and
                         1995.

                         Consolidated Statements of Income for the three years
                         ended December 31, 1996.

                         Consolidated Statements of Shareholders' Equity for the
                         three years ended December 31, 1996.

                         Consolidated Statements of Cash Flows for the three
                         years ended December 31, 1996.

                         Notes to the Consolidated Financial Statements.

                         Independent Auditors' Report.

               (2)       Financial Statement Schedules
                         -----------------------------
                         Included in Part IV of this Report:

                              Schedule   I --   Summary of investments - other 
                                                than investments in related
                                                parties
                              Schedule  II --   Condensed financial information
                                                of Bancinsurance Corporation 
                                                (Parent Company Only)

                              Independent Auditors' Report on Financial 
                              Statement Schedules

                         Other schedules are omitted because of the absence of
                         conditions under which they are required or because the
                         required information is given in the consolidated
                         financial statements or notes thereto.

               (3)       Exhibits
                         --------

                         3(a)      Amended Articles of Incorporation (reference
                                   is made to Exhibit 3(a) of Form 10-K for the
                                   fiscal year ended December 31, 1984 (file
                                   number 0-8738), which is incorporated herein
                                   by reference).

                         3(b)      Amended Code of Regulations (reference is
                                   made to Exhibit 3(b) of Form 10-K for the
                                   fiscal year ended December 31, 1984 (file
                                   number 0-8738), which is incorporated herein
                                   by reference).

                         10(a)     Amended Tax Allocation Agreement (reference
                                   is made to Exhibit 10(d) of Form 10-K for the
                                   fiscal year ended December 31, 1983 (file
                                   number 0-8738), which is incorporated herein
                                   by reference).

                         10(b)     Private Passenger Automobile Physical Damage
                                   Quota Share Reinsurance Agreement between
                                   Ohio Indemnity Company and North American
                                   Reinsurance Corporation (reference is made to
                                   Exhibit 10(d) of Form 10-K/A for the fiscal
                                   year ended December 31, 1992 (file number
                                   0-8738), which is incorporated herein by
                                   reference).

                         10(c)     Amended and Restated Unemployment
                                   Compensation Administration Agreement Between
                                   Ohio Indemnity Company and The Gibbens Co.,
                                   Inc. (The Company has requested that portions
                                   of this Exhibit be given confidential
                                   treatment.) (reference is made to Exhibit
                                   10(e) of Form 10-K/A for the fiscal year
                                   ended December 31, 1992 (file number 0-8738),
                                   which is incorporated herein by reference).

                                        9


<PAGE>   10



                         The following are management contracts and compensatory
                         plans and arrangements in which directors or executive
                         officers participate:

                         10(d)     Employee Profit Sharing Plan (reference is
                                   made to Exhibit 10(a) of Form 10-K for the
                                   fiscal year ended December 31, 1986 (file
                                   number 0-8738), which is incorporated herein
                                   by reference).

                         10(e)     1984 Stock Option Plan (reference is made to
                                   Exhibit 10(d) of Form 10-K for the fiscal
                                   year ended December 31, 1984 (file number
                                   0-8738), which is incorporated herein by
                                   reference).

                         10(f)     1994 Stock Option Plan - (reference is made
                                   to Exhibit 10(f) of Form 10-Q for the fiscal
                                   quarter ended June 30, 1994 (file number
                                   0-8738), which is incorporated herein by
                                   reference).

                         13.1      Annual Report to Shareholders for the year
                                   ended December 31, 1996.

                         21        Subsidiaries of the Company as of December
                                   31, 1996.

                         23        Consents of independent accountants to
                                   incorporation of their opinions by reference
                                   in Registration Statement on Form S-8.

                         27        Financial Data Schedule.

        (b)    Reports on Form 8-K
               -------------------

               No reports on Form 8-K were filed by the Company during the
               quarter ended December 31, 1996.

        (c)    Exhibits
               --------

               The exhibits to this report begin on page 18.

        (d)    Financial Statement Schedules
               -----------------------------

               The financial statement schedules and the independent auditors'
               report thereon are included on the following pages.

                      (THIS SPACE INTENTIONALLY LEFT BLANK)

                                       10


<PAGE>   11








Board of Directors and Shareholders
Bancinsurance Corporation:

        In connection with our audits of the consolidated financial statements
of Bancinsurance Corporation and Subsidiaries as of December 31, 1996 and 1995,
and for each of the three years in the period ended December 31, 1996, which
financial statements are included in the Company's Annual Report, we have also
audited the financial statment schedules listed in Item 14. herein.

        In our opinion, these financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information required to be included therein.


                                            /s/ Coopers & Lybrand L.L.P.





Columbus, Ohio
February 28, 1997


                                       11


<PAGE>   12



                    BANCINSURANCE CORPORATION AND SUBSIDIARY

Schedule I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENT IN RELATED PARTIES
<TABLE>
<CAPTION>

                                     December 31, 1996
-----------------------------------------------------------------------------------------------
           Column A                              Column B        Column C          Column D
           --------                              --------        --------          --------

     Type of Investment                          Cost (1)          Fair        Amount at which
                                                                   Value         shown in the
                                                                                 balance sheet
-----------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>        
Held to maturity:
   Fixed maturities:
      Governments                               $ 1,039,505     $ 1,043,750     $ 1,039,505
      States, Territories and
         Possessions                                309,943         306,000         309,943
      Political Subdivisions of States,
         Territories and Possessions                551,822         582,943         551,822
      Special Revenue                             1,453,280       1,504,163       1,453,280
      Other debt securities                          50,000          50,000          50,000

   Redeemable preferred stocks:
      Public Utilities                              600,000         600,000         600,000
                                                -----------     -----------     -----------
                   Total Held to maturity         4,004,550       4,086,856       4,004,550
                                                -----------     -----------     -----------

Available for sale:
   Fixed maturities:
   Governments                                      858,006         864,650         864,650
      States, Territories and
         Possessions                              2,812,533       2,830,896       2,830,896
      Political Subdivisions of States,
         Territories and Possessions              3,123,343       3,210,222       3,210,222
      Special Revenue                             4,238,072       4,355,232       4,355,232
      Industrial and Miscellaneous                  239,571         241,186         241,186

   Equity securities:
      Nonredeemable preferred stocks:
         Public Utilities                           200,000         193,000         193,000
         Banks, Trust and Insurance
            Companies                               592,313         903,000         903,000
         Industrial and Miscellaneous               974,300         961,500         961,500

      Common stocks:
         Banks, Trust and Insurance
            Companies                               298,570         364,754         364,754
         Industrial and Miscellaneous               537,708         608,760         608,760
                                                -----------     -----------     -----------
                   Total Available for sale      13,874,416      14,533,200      14,533,200
                                                -----------     -----------     -----------

Short-term investments                            5,730,923       5,730,923       5,730,923
Securities purchased under agreements
   to resell                                      1,091,630       1,091,630       1,091,630
                                                -----------     -----------     -----------
                   Total investments            $24,701,519     $25,442,609     $25,360,303
                                                ===========     ===========     ===========

<FN>

(1)   Original cost of equity securities, adjusted for any permanent write
      downs, and, as to fixed maturities, original cost reduced by repayments,
      write downs and adjusted for amortization of premiums or accrual of
      discounts.
</TABLE>

                                       12


<PAGE>   13



                   BANCINSURANCE CORPORATION AND SUBSIDIARIES

                            CONDENSED BALANCE SHEETS
                           December 31, 1996 and 1995

                Schedule II - CONDENSED FINANCIAL INFORMATION OF
                 BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
<TABLE>
<CAPTION>

                         Assets                              1996                  1995
                         ------                          -----------            ----------

<S>                                                      <C>                    <C>        
Cash                                                     $     9,117            $    14,182

Investment in subsidiaries                                20,491,962             18,398,880

Other                                                      1,143,067              1,115,705
                                                         -----------            -----------

                                                         $21,644,146            $19,528,767
                                                         ===========            ===========


          Liabilities and Shareholders' Equity
          ------------------------------------

Note payable to bank                                     $ 5,600,000            $ 5,616,132

Other                                                        137,329                202,225

Shareholders' equity                                      15,906,817             13,710,410
                                                         -----------            -----------

                                                         $21,644,146            $19,528,767
                                                         ===========            ===========
</TABLE>


                                       13


<PAGE>   14



                   BANCINSURANCE CORPORATION AND SUBSIDIARIES

                Schedule II - CONDENSED FINANCIAL INFORMATION OF
                 BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)

                         CONDENSED STATEMENTS OF INCOME
 
                 Years Ended December 31, 1996, 1995, and 1994


<TABLE>
<CAPTION>

                                                     1996              1995             1994
                                                   ----------       ----------        -------

<S>                                               <C>              <C>              <C>        
Dividends from Subsidiaries                       $   650,000      $   600,000      $   600,000
Other income                                           24,777           52,236           36,365

General and administrative expenses                  (613,491)        (605,132)        (761,765)
                                                  -----------      -----------      -----------

              Net income (loss) before income
                tax benefit and equity in
                earnings of subsidiaries               61,286           47,104         (125,400)

Income tax benefit                                   (205,213)        (198,655)        (295,236)
                                                  -----------      -----------      -----------

              Net income before equity in
                earnings of subsidiaries              266,499          245,759          169,836

Equity in undistributed earnings of
   subsidiaries                                     2,074,549        1,175,327        2,147,159
                                                  -----------      -----------      -----------

Net income                                        $ 2,341,048      $ 1,421,086      $ 2,316,995
                                                  ===========      ===========      ===========

</TABLE>


                                       14


<PAGE>   15



                   BANCINSURANCE CORPORATION AND SUBSIDIARIES

                Schedule II - CONDENSED FINANCIAL INFORMATION OF
                 BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)

                       CONDENSED STATEMENTS OF CASH FLOWS

                 Years Ended December 31, 1996, 1995, and 1994

<TABLE>
<CAPTION>

                                                           1996              1995           1994
                                                       ----------         ----------       -------

<S>                                                   <C>              <C>              <C>        
Cash flows from operating activities:
   Net income                                          $ 2,341,048      $ 1,421,086      $ 2,316,995
   Adjustments to reconcile net income to net
       cash provided by (used in) operating
       activities:
          Equity in undistributed net earnings
             of subsidiaries                            (2,074,549)      (1,175,327)      (2,147,159)
          Deferred federal income tax (benefit)
             expense                                      (108,747)         108,747                -
          (Increase) decrease in notes
             receivable                                   (145,000)          28,602           (1,622)
          Increase in loans to affiliates                  (71,719)         (71,719)         (72,025)
          Increase in accounts receivable from
             subsidiaries                                        -          (29,585)        (143,500)
          (Increase) decrease in prepaid federal
             income taxes                                  291,855          291,632         (502,575)
          Decrease in other assets                           6,249           21,486           38,982
          Increase (decrease) in accounts
             payable to subsidiaries                        34,129         (259,168)          46,339
          Increase (decrease) in other
             liabilities                                   (99,024)          78,587            9,012
                                                       -----------      -----------      -----------

              Net cash provided by (used in)

              in operating activities                      174,242          414,341         (455,553)
                                                       -----------      -----------      -----------

Cash flows from investing activities:
   Investment in subsidiaries                                    -                -                -
                                                       -----------      -----------      -----------
          Net cash provided by (used in)
              investing activities                               -                -                -
                                                       -----------      -----------      -----------


Cash flows from financing activities:
   Proceeds from notes payable to bank                   1,790,000        5,100,000          850,000
   Repayments of notes payable to bank                  (1,806,132)      (5,400,000)        (250,000)
   Proceeds from stock options exercised                    22,500           47,812           24,063
   Acquisition of treasury stock                          (185,675)        (162,838)        (165,000)
                                                       -----------      -----------      -----------

              Net cash provided by (used in)
                financing activities                      (179,307)        (415,026)         459,063
                                                       -----------      -----------      -----------

Net increase (decrease) in cash                             (5,065)            (685)           3,510
                                                       -----------      -----------      -----------
Cash at beginning of year                                   14,182           14,867           11,357
                                                       -----------      -----------      -----------

Cash at end of year                                    $     9,117      $    14,182      $    14,867
                                                       ===========      ===========      ===========


Supplemental disclosures of cash flow information:

Cash paid during the year for:
   Interest                                            $   425,523      $   453,855      $   405,071
   Income taxes                                            530,000           20,000          625,000
                                                       ===========      ===========      ===========

</TABLE>


                                       15


<PAGE>   16



                                   Signatures
                                   ----------

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

                                           Bancinsurance Corporation
                                           (Company)

            3/17/97                        By           Si Sokol
         ----------                           ------------------------------
            DATE                                        Si Sokol
                                                  Chairman of Board of
                                                  Directors, President
                                               (principal executive officer)

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, which include the Chief
Executive Officer, the Chief Financial Officer and a majority of the Board of
Directors, on behalf of the Registrant and in the capacities and on the dates
indicated:

<TABLE>
<S>                  <C>                         <C>             <C>
 3/17/97                   Si Sokol                3/17/97            Sally Cress
----------           -----------------------     ----------      ---------------------
  DATE                     Si Sokol                 DATE              Sally Cress
                      Chairman of Board of                        Treasurer, Secretary
                    Directors, President and                     Chief Financial Officer
                     Chief Executive Officer                      and Chief Accounting
                                                                          Officer

 3/17/97               Daniel D. Harkins           3/17/97         Milton O. Lustnauer
----------           -----------------------     ----------      ---------------------
  DATE                 Daniel D. Harkins            DATE           Milton O. Lustnauer
                           Director                                     Director

 3/17/97                 Saul Sokol                3/17/97           James R. Davis
----------           -----------------------     ----------      ---------------------
  DATE                   Saul Sokol                 DATE             James R. Davis
                          Director                                      Director

 3/17/97                 John S. Sokol
----------           -----------------------    
  DATE                   John S. Sokol
                           Director
</TABLE>


                                       16


<PAGE>   17


                                INDEX OF EXHIBITS

        The following is the Index of Exhibits required by Item 601 of
Regulation S-K.
<TABLE>
<CAPTION>

Exhibit No.                             Description                                 Page No.
-----------                             -----------                                 --------
<S>           <C>                                                                     <C>
3(a)          Amended Articles of Incorporation (reference is made to Exhibit
              3(a) of Form 10-K for the fiscal year ended December 31, 1984 
              (file number 0-8738), which is incorporated herein by reference).

3(b)          Amended Code of Regulations (reference is made to Exhibit 3(b) of
              Form 10-K for the fiscal year ended December 31, 1984 (file 
              number 0-8738), which is incorporated herein by reference).

10(a)         Amended Tax Allocation Agreement (reference is made to Exhibit 
              10(d) of Form 10-K for the fiscal year ended December 31, 1983
              (file number 0-8738), which is incorporated herein by reference).


10(b)         Private Passenger Automobile Physical Damage Quota Share 
              Reinsurance Agreement between Ohio Indemnity Company and North 
              American Reinsurance Corporation (reference is made to Exhibit 
              10(d) of Form 10-K/A for the fiscal year ended December 31, 1992
              (file number 0-8738), which is incorporated herein by reference).

10(c)         Amended and Restated Unemployment Compensation Administration 
              Agreement between Ohio Indemnity Company and The Gibbens Co., Inc.
              (The Company has requested that portions of this Exhibit be given
              confidential treatment.) (references is made to Exhibit 10(e) of 
              Form 10-K/A for the fiscal year ended December 31, 1992
              (file number 0-8738), which is incorporated herein by reference).

              The following are management contracts and compensatory plans and
              arrangements in which directors or executive officers participate:

10(d)         Employee Profit Sharing Plan (reference is made to Exhibit 10(a) 
              of Form 10-K for the fiscal year ended December 31, 1986 (file
              number 0-8738), which is incorporated herein by reference).

10(e)         1984 Stock Option Plan (reference is made to exhibit 10(d) of From
              10-K for the fiscal year ended December 31, 1984 (file number 
              0-8738), which is incorporated herein by reference).

10(f)         1994 Stock Option Plan - (reference is made to Exhibit 10(f) of 
              Form 10-Q for the fiscal quarter ended June 30, 1994 (file number
              0-8738), which is incorporated herei n by reference).

13.1          Annual Report to Shareholders for the year ended December 31,           18
              1996.

21            Subsidiaries of the Company as of December 31, 1996.                    52 

23            Consent of independent accountants to incorporation of their            53
              opinion by reference in Registration Statement on Form S-8.

27            Financial Data Schedule.                                                54


</TABLE>
                                       17