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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------
                                    FORM 10-K

(Mark One)
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X]           SECURITIES EXCHANGE ACT OF 1934

              FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
              OR
              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 1-11794

                           E. W. BLANCH HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                41-1741779
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification No.)
500 NORTH AKARD, SUITE 4500, DALLAS, TEXAS                  75201
 (Address of principal executive offices)                 (Zip Code)
       Registrant's telephone number, including area code: (214) 756-7000

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

                                                        Name of Each Exchange
        Title of Each Class                              on Which Registered
        -------------------                              -------------------
Common Stock, par value $.01 per share                  New York Stock Exchange
  Preferred Share Purchase Rights                       New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE

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

         Indicate 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
amendments to this Form 10-K. [ ]

         As of March 11, 1999, 12,890,641 shares of Common Stock were
outstanding and the aggregate market value of the Common Stock held by
non-affiliates of the Registrant on that date was approximately $696,094,614.

         DOCUMENTS INCORPORATED BY REFERENCE.
1.       Portions of Registrant's 1998 Annual Report to Shareholders are
         incorporated into Parts I, II and IV.
2.       Portions of Registrant's Proxy Statement dated March 22, 1999 are
         incorporated into Part III.

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<PAGE>


PART I

Item 1.

BUSINESS

GENERAL

a)  Development of Business

         E. W. Blanch Holdings, Inc. (the "Company") was incorporated in the
State of Delaware on March 1, 1993 as a holding company for the capital stock of
E. W. Blanch Co., Inc. ("EWBCo"). The Company, through predecessor
organizations, was originally founded in 1957.

         The Company's principal business is that of integrated risk management
and distribution services, including reinsurance intermediation and technical,
analytic, and financial consulting services.

         In the second quarter of 1998, the Company sold its San Antonio, Texas
based operations, including the sale of its general agency, Blanch Insurance
Services, Inc., and other selected assets. The net effect of these dispositions
was a one-time gain of $1.0 million before taxes. As part of the sale agreement
the Company became a shareholder of the purchasing company.

         In June 1998, the Company completed its acquisition of Walbaum
Americana, S.A. ("Walbaum"), a Buenos Aires, Argentina based provider of risk
management services in Latin America.

         In July 1998, the Company acquired Dunn & Carter Ltd ("Dunn & Carter"),
a London based insurance broker specializing in retrocessional reinsurance. Also
in July 1998, the Company acquired K2 Technologies, Inc. ("K2"), a San Jose,
California based company specializing in the design and support of interactive
software platforms for use in risk assessment and engineering as well as
information integration.

         The combined revenues of Walbaum, Dunn & Carter and K2 were $2.8
million in 1998.

         In February 1998, the Company made an initial equity investment in
Insurance Holdings of America, Inc. ("IHA"), a development stage Beverly,
Massachusetts company dedicated to the production and application of technology
for the insurance industry. IHA has developed internet based technology to
support the sale and servicing of insurance through direct distribution
including Sam's Club and the internet. The Company made several additional
investments in IHA during the course of 1998, bringing its ownership to 24% at
year end. The investment in IHA by the Company during 1998 totaled $16.5 million
and at year end the carrying value of the IHA investment after all related
equity accounting charges was $13.0


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<PAGE>


million. IHA will continue to require additional investments to fund its
developing operations. Alternatives for obtaining this required funding will be
evaluated by IHA's board of directors.

         In March 1998, the Company made an equity investment in Catastrophe
Risk Exchange, Inc. ("Catex"). Catex changes reinsurance distribution by
connecting buyers and sellers through an internet based risk exchange. In June
1998, the Company made an equity investment in MSTC Blanch S.A. ("MSTC"). MSTC
is a leading provider of insurance and reinsurance intermediary services in
Latin American markets.

         During 1998, the Company completed the consolidation of its corporate
headquarters to Dallas, Texas. The costs associated with the move were not
material.

         Unless otherwise indicated, reference to the "Company" hereinafter
includes all operating subsidiaries.

b)  Financial Information About Operating Segments

         Financial information about the Company's operating segments is
incorporated by reference to the section entitled "Management's Discussion and
Analysis" on pages 22 through 28, and Note 15 of the Notes to the Consolidated
Financial Statements on page 43, of the Company's 1998 Annual Report to
Shareholders.

c)  Narrative Description of Business

DOMESTIC OPERATIONS

         Revenues generated by domestic operations are derived from risk
management and distribution services provided to insurance and reinsurance
companies. These services are sold both on a bundled and a component basis.
Major components provided include reinsurance intermediation and technical and
analytic consulting services. These services are generally recurring and, due to
the Company's expertise and the value-added nature of its services, have been
able to operate at relatively higher operating margins. In the second quarter of
1998, the Company disposed of its general agency operations and accordingly 1998
revenues include five months of the general agency operation.
Domestic operations include the operations of the holding company.

         The Company provides intermediary services to a diverse group of
insurance, reinsurance and related businesses located throughout the United
States. During 1998, no domestic client accounted for more than 10% of
consolidated revenues earned by the Company.

REINSURANCE INTERMEDIATION

         As a reinsurance intermediary, the Company structures and arranges
reinsurance between insurers seeking to cede insurance risks and reinsurers
willing to assume such risks. In 1998, no single reinsurer used by domestic
operations accounted for more than 10% of consolidated revenues earned by the
Company.


                                     - 3 -
<PAGE>


         The Company earns revenues from the structuring, placement and
servicing of reinsurance, primarily on a treaty basis. The Company is a
significant intermediary in the property catastrophe and casualty reinsurance
markets. Catastrophe reinsurance indemnifies a ceding company against a
catastrophic loss resulting from a single event such as a hurricane, earthquake,
or tornado. Casualty reinsurance indemnifies a ceding company for a specified
loss caused by injuries to third parties including resulting legal liability.
The Company's activities in the casualty reinsurance arena relate primarily to
professional liability, workers' compensation, and specialized casualty
exposures underwritten by excess and surplus lines insurance carriers.

         Reinsurance brokerage rates, which vary by line of business, are
generally standard throughout the industry. Brokerage rates are typically based
upon a percentage of the reinsurance premium placed. In recent years, price
competition among reinsurance intermediaries has increased and there have been
instances of fee-based compensation arrangements between certain large insurers
and intermediaries such as the Company. As a result, the compensation received
by the Company relative to premium volume has in certain instances decreased in
recent years. The introduction of fee-based compensation arrangements may have
the effect of reducing the variability of the reinsurance intermediary's
compensation due to changes in external market factors such as changes in the
price of reinsurance.

         The Company's reinsurance intermediary business is highly competitive.
The Company competes with a number of reinsurance intermediaries, direct writers
of reinsurance and other financial institutions, some of which have greater
financial and other resources than the Company. The Company competes on the
basis of the quality and extent of services offered and the ability to provide
solutions that meet the needs of ceding companies, including price and capacity
requirements. In certain situations, the Company competes for reinsurance with
financial institutions which offer alternative products which attempt to
securitize or finance insurance exposures. Among the Company's competitors are
Aon Risk Services, Guy Carpenter and Co., Inc., Employers Re, General Re and
Munich Re. There is also competition within the reinsurance market for
experienced and productive reinsurance professionals that are essential in
delivering the Company's services. The inability of the Company to recruit and
retain such reinsurance professionals could have a material adverse effect upon
its business.

         Fiduciary funds and amounts of reinsurance premiums payable by the
ceding company to the reinsurer and loss payments payable by the reinsurer to
the ceding company pursuant to a reinsurance agreement, which amounts represent
receivables of the intermediary, are known as "fiduciary assets." Consistent
with industry practice, interest on the fiduciary funds accrues to the
reinsurance intermediary. Fiduciary funds are maintained in segregated accounts
for the benefit of ceding companies or reinsurers, are not commingled with other
assets of a reinsurance intermediary and are not subject to the claims of the
intermediary's creditors. At December 31, 1998, the Company had domestic
fiduciary assets and liabilities of $551.8 million. Fiduciary assets at December
31, 1998 included $92.6 million of fiduciary funds. In recent years, although
the volume of fiduciary funds processed through the Company's domestic fiduciary
accounts have increased due to business growth, the period of time for which the
funds are held has declined due to advances in technology, including electronic
transfers of funds and data. As


                                     - 4 -
<PAGE>


this trend continues, the amount of investment income earned by the Company on
these funds may diminish.

         The Company's reinsurance intermediary business is subject to some
government regulation. In 1990, the National Association of Insurance
Commissioners developed the Reinsurance Intermediary Model Act (the "Model Act")
which has been adopted by most states. The Company currently is licensed or is
in the process of becoming licensed in all states where it is required to be
licensed as a reinsurance intermediary. Government regulation of the Company's
business has not been a significant commercial barrier.

TECHNICAL AND ANALYTIC CONSULTING SERVICES

         The Company provides technical and analytic consulting services
primarily to insurance and reinsurance companies, government entities and
underwriting facilities. Such services are generally provided as part of the
Company's core reinsurance intermediation function, but are also marketed on a
component basis. Services include product development, facility administration,
strategic reinsurance program reviews, actuarial services, catastrophe exposure
management and analysis and run-off management. The Company's Catalyst(R) risk
modeling software is a proprietary technology which provides a competitive
advantage in these consulting services.

         The Company also provides financial consulting services, tailored
reinsurance products and capital markets products designed to assist its clients
in capital preservation and risk management.

         The Company competes with a number of competitors in its risk
management consulting and administration services business, including primary
insurance brokers, reinsurance intermediaries, management consultants,
accounting firms, and financial services firms. Some of these competitors may
have or be affiliated with entities that have greater financial and other
resources than the Company. The Company competes with these entities on the
basis of the quality, price, innovation, and range of products and services.

FOREIGN OPERATIONS

         The Company's foreign operations include 70% subsidiary Swire Blanch
Holdings Ltd. ("Swire Blanch"), an international risk management and
distribution services firm headquartered in London, England. Swire Blanch
includes a registered Lloyd's of London insurance and reinsurance broking
operation and international reinsurance intermediary operations. Swire Blanch
also provides financial consulting services through the sale of pension plan
products for insurance companies. Intermediary services include retail insurance
operations located in northern England and Hong Kong. Approximately 79% of Swire
Blanch's revenues are generated in the United Kingdom with the remainder
primarily from the Pacific Rim. The Company's foreign operations have relatively
lower profit margins than its domestic operations. This is due to a number of
factors, including competitive market conditions for Lloyd's brokers, the small,
start-up nature of many of the international offices, the competitiveness of the
insurance brokerage business, and the amortization of goodwill associated with
the purchase of


                                      - 5 -
<PAGE>


the Company's majority holdings of Swire Blanch. The Company seeks to grow its
international profitability through the integration of systems, services and
expertise in order to increase revenue production and processing efficiencies.

         The Company's foreign operations provide services to a diverse client
base, including original insureds and insurance companies located throughout the
world. During 1998, no foreign client accounted for more than 10% of
consolidated revenues earned by the Company.

REINSURANCE INTERMEDIATION

         In 1998, no single insurer or reinsurer used by foreign operations
accounted for more than 10% of consolidated revenue earned by the Company. The
Company's foreign operations brokerage rates are similar to those for domestic
operations. Like the Company's domestic operations, the Company's international
intermediary business is highly competitive. The Company competes with a number
of reinsurance intermediaries, direct writers of reinsurance and other financial
institutions, some of which have greater financial and other resources than the
Company. The Company competes on the basis of the quality and extent of services
offered and the ability to provide solutions that meet the needs of ceding
companies, including price and capacity requirements. In certain situations, the
Company competes for reinsurance with financial institutions which offer
alternative products which attempt to securitize or finance insurance exposures.
The Company has similar types of competitive issues internationally and
domestically. The Company's primary foreign competitors are other Lloyd's
brokers, in addition to the Company's domestic competitors or affiliates of
those companies. The Company also competes for experienced professionals to
deliver the Company's services internationally and could be adversely affected
if the Company is unable to recruit and retain such employees.

         The Company's foreign operations also have fiduciary assets, similar to
its domestic operations, and earns investment income on the funds it holds for
insurance and reinsurance companies. At December 31, 1998, the Company had
foreign fiduciary assets and liabilities of $209.1 million. Fiduciary assets at
December 31, 1998 included $35.9 million of fiduciary funds.

         The Company's foreign intermediary business is subject to varying
amounts of government regulation in each of the countries where it has
operations. The Company currently is licensed or is in the process of becoming
licensed in all countries where it is required to be licensed as an insurance or
reinsurance intermediary. Government regulation of the Company's business has
not been a significant commercial barrier.

FINANCIAL PENSION AND CONSULTANCY SERVICES

         Through Swire Blanch, the Company provides independent advice on
various aspects of the financial services industry, including the design,
administration and financial control of employee benefits packages, personal
financial planning and pension fund administration. These services are provided,
outside of the United States, to individuals, professional intermediaries,
owner-managed businesses and corporations of all sizes. The Company plans to
continue to develop these services.


                                      - 6 -
<PAGE>


         The Company competes with other financial service and insurance
companies in providing these services. Some of these competitors may have, or be
affiliated with, entities that have greater financial and other resources than
the Company. The Company competes with these entities on the basis of the
quality, price, innovation, and range of products and services.

EMPLOYEES

         As of December 31, 1998, the Company had 1,164 employees. The table
below reflects the number of Company employees by industry segment at December
31 of the respective year:

                                                     1998        1997
                                                   ------       -----
Domestic operations                                   665         761
Foreign operations                                    499         369
                                                   ------       -----
     Total                                          1,164       1,130
                                                   ======       =====

The decline in the number of employees in the Company's domestic operations is
primarily due to the sale of the Company's general agency operation in the
second quarter of 1998. The Company believes its relationship with its employees
is excellent. The Company is not a party to any collective bargaining agreement.


CAUTION REGARDING FORWARD-LOOKING STATEMENTS

         In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company expresses caution that the
following important risk factors, among others, could cause the Company's actual
results to differ materially from those projected in forward-looking statements,
both written and verbal, about the Company made by or on behalf of the Company:

COMPETITION

         The reinsurance intermediary business, the Company's primary source of
revenue, is highly competitive. The Company competes with a number of
reinsurance intermediaries in the broker reinsurance market. The consolidation
of reinsurance intermediary competitors through mergers and acquisitions, has
continued in 1998 with the result that certain of the Company's principal
competitors have increased substantially in size and potential resources, which
may make them more formidable competitors. Results of the Company's operations
may also be affected by competition for reinsurance business between broker
reinsurers and direct reinsurance writers. Broker reinsurers compete with direct
writers based primarily upon the price of reinsurance, reinsurance capacity,
contract terms and conditions, quality and extent of services offered, financial
strength, reputation and experience. The Company competes with other reinsurance
intermediaries and direct writers on the basis of the quality and extent of
services offered to ceding companies and the ability to provide solutions that
meet the needs of ceding companies, including price and capacity requirements.
Finally, in certain situations, the Company finds itself in competition for
reinsurance business with other financial institutions


                                      - 7 -
<PAGE>


which offer alternative products which attempt to securitize or finance
insurance exposures using various capital market products.

         The Company also faces substantial competition in its efforts to
generate revenues by offering unbundled risk management consulting, financial
consulting and administration services to its clients and prospects.

         In addition, the Company competes with other entities with respect to
the employment of personnel, including reinsurance brokers. The Company's
competitors include entities which have, or are affiliated with entities that
have, greater financial and other resources than the Company.

DEPENDENCE ON KEY PERSONNEL

         The Company's business depends, and will continue to depend, on the
services of its executive officers, senior reinsurance brokers, senior
consultants and other key employees. Such persons may from time to time leave
the Company due to, among other things, retirement, health, personal and
professional reasons. The Company has entered into employment agreements with
most of its executive officers and senior reinsurance brokers. The employment
agreements contain provisions under which the employees have agreed not to
compete with the Company for specified periods of time following termination of
employment. There can be no assurance that the Company will be able to retain
its existing personnel or to find and attract additional qualified employees.

MARKET CONDITIONS IN THE INSURANCE AND REINSURANCE INDUSTRIES

         The Company's business is affected by market conditions in the
insurance and reinsurance industries, which historically have been subject to
significant volatility in demand, supply and price.

         Insurance companies generally purchase reinsurance in order to, among
other things, manage their exposures on insured risks, maintain acceptable
financial ratios and protect their underwriting results from catastrophic
events. The propensity of insurers to purchase, as well as the propensity of
reinsurers to supply, reinsurance is affected by a variety of factors, including
the level of surplus capacity in the insurance and reinsurance markets,
prevailing premium rates for insurance and reinsurance, underwriting experience,
regulatory considerations, changes in the investment environment and general
economic conditions and business trends.

         To the extent that these factors influence the need for, availability
of and price of insurance and reinsurance, they may also affect the amount of
reinsurance brokerage, normally a function of the ceded premium, received by the
Company. For example, when reinsurance premium rates rise, brokerage associated
with a particular amount of coverage placed may increase. The Company's ability
to earn increased brokerage in this instance may, however, be limited if
insurers purchase less reinsurance which has been an increasing trend among the
Company's clients, or if the supply of certain reinsurance coverage is
curtailed. Conversely, declining prices for reinsurance would generally reduce
the brokerage associated with a


                                      - 8 -
<PAGE>


particular placement. A reduction in brokerage may, however, be limited if
insurers purchase more reinsurance at the lower premium rates or if more or
larger placements of coverages are achieved due to increases in the supply of
reinsurance. The Company's reinsurance brokerage revenues can also be negatively
influenced by clients who choose to increase their retentions of risk, thereby
purchasing less reinsurance, and by acquisitions of the Company's clients where
the acquirer does not purchase reinsurance, purchases less reinsurance or
purchases reinsurance elsewhere.

         Price competition among reinsurance intermediaries has increased in
recent years, and there have been instances of fee-based compensation
arrangements between certain large insurers and reinsurance intermediaries such
as the Company. As a result, the compensation received by the Company relative
to premium volume has in certain instances decreased in recent years and there
can be no assurance that these arrangements will not become more prevalent in
the future.

         In addition, the development of state or federal underwriting
facilities, pools, or other alternate coverage mechanisms for catastrophic risks
such as earthquakes or hurricanes may, in the future, lead to a reduction in the
amount of such risks insured by primary insurers, and may consequently reduce
such insurers' needs for reinsurance of the type traditionally brokered by the
Company.

         The insurance brokerage industry in general is experiencing a period of
low growth due to competitive pricing of underlying insurance and reinsurance
premiums, and competitive pressures on brokerage and commission rates. Although
the Company seeks to achieve growth in this market through its business
strategies, there can be no assurance that these strategies will be successful
to achieve growth in a difficult market environment.

GOVERNMENT REGULATION

         Certain countries and states in which the Company operates require the
licensing of certain components of the Company's operations. Reinsurance
intermediary licensing statutes generally require, among other things, a written
contract between the ceding company and the reinsurance intermediary which is
terminable at will by the ceding company. The Company's general agency
operations also require licensing as a managing general agent in the states in
which it does business.

         Insurance regulation, including the regulation of intermediaries, has
been subject to increased scrutiny by the National Association of Insurance
Commissioners (the "NAIC") and legislative and regulatory bodies. The NAIC and
state insurance regulators have been re-examining existing laws and regulations,
with an emphasis on insurance company investment and solvency issues. From time
to time members of Congress have raised the possibility of federal regulation
that could result in the federal government assuming some role in the monitoring
of the insurance industry. No assurance can be given as to future legislative or
regulatory changes or as to their effect upon the Company.


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<PAGE>


         The Company's subsidiary E.W. Blanch Capital Markets, Inc. ("EWB
Capital Markets") is a broker-dealer, registered with the Securities and
Exchange Commission ("SEC") and securities regulatory commissions in certain
states. EWB Capital Markets must maintain current registration with the
applicable regulatory bodies. EWB Capital Markets is a member of the National
Association of Securities Dealers ("NASD"). The securities industry in the
United States is subject to extensive regulation under federal and state laws.
The SEC is the federal agency charged with administration of the federal
securities laws. Much of the regulation of broker-dealers, such as EWB Capital
Markets, has been delegated to self-regulatory organizations like the NASD. The
NASD conducts periodic examinations of member broker-dealers. Securities firms
are also subject to regulation by state securities commissions in the states in
which they are registered.

FIDUCIARY FUNDS

         As an intermediary, the Company acts as a conduit for insurance and
reinsurance premiums and loss payments which are paid to and remitted from
fiduciary accounts. The Company could be liable if it were to mishandle such
funds in violation of its fiduciary obligations.

         The Company earns investment income on the fiduciary funds it holds on
behalf of insurance and reinsurance companies. In recent years, although the
volume of funds processed through the Company's fiduciary accounts have
increased due to business growth, the period of time for which the funds are
held has declined due to advances in technology, including electronic transfers
of funds and data. As this trend continues, the amount of investment income
earned by the Company on these funds may diminish. The Company's investment
income on the fiduciary funds also is impacted by fluctuating and potentially
falling interest rates.

SPECIFIC ENGAGEMENTS AND NEW OPPORTUNITIES

         The Company has been engaged and is pursuing a variety of specific
engagements and opportunities, in addition to its traditional reinsurance
intermediary and wholesale brokerage lines of business. In its efforts to expand
its revenues, the Company is exploring a variety of potential initiatives and
opportunities that are related to the Company's traditional core business, but
that will require the Company in some instances to operate in areas where the
Company does not have historical experience.

         These specific engagements and opportunities give rise to certain risks
and uncertainties. For example, alternative distribution opportunities are
subject to significant negotiations among the Company, the primary insurance
company transferring the insurance risks at issue, the alternative insurance
companies assuming those risks, and the reinsurance marketplace providing the
capacity to support the risk transfer. These alternative distribution
transactions also generally require approval of terms and rates by relevant
state insurance departments. As a result, there can be no assurance these
transactions will be consummated, and the timing of the transactions is
difficult to predict, which can reduce or delay the revenues the Company expects
to receive.


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<PAGE>


         These specific engagements also can result in increased fluctuations in
the Company's earnings. While the revenues in the Company's core reinsurance and
insurance intermediary lines of business also are subject to fluctuation, as
described above, the revenues from these core lines of business do tend to recur
each year, as the reinsurance or insurance contracts are renewed by the
Company's customers. For certain of these specific engagements and new
opportunities, however, the potential revenues may not recur each year.

         Also, as the Company expands into new (though related) lines of
business, there likely will be increased unpredictability as to whether the
Company will be successful in those new endeavors. These new opportunities
generally involve technological capabilities and personnel skill sets that the
Company must acquire externally and/or build internally. The demand and revenue
potential for some of these opportunities are unknown or uncertain. For these
reasons, it is possible the Company may invest substantial resources into these
potential specific engagements and opportunities, without achieving the revenues
it anticipates in return.

INTERNATIONAL OPERATIONS

         Through Swire Blanch, the Company is significantly increasing its
reinsurance intermediary and wholesale brokerage activities outside of its
traditional territory in the United States. The Company has offices in the
United Kingdom, Copenhagen, Hong Kong, Singapore, Australia, Mexico, Brazil,
Argentina and Chile. The Company has representative offices in Vietnam and
China. With these international operations come increased risks, including the
potential that the Company will not successfully integrate its international
operations with its domestic operations, currency exchange risks, legal and
regulatory constraints and liabilities in jurisdictions where the Company does
not have significant experience, and political risks, especially in third-world
countries.

FOREIGN CURRENCY

         The Company's primary functional currency is the U.S. dollar. The
functional currency of the Company's foreign operations is the applicable local
currency. Therefore, fluctuations in foreign currency rates can have an impact
on the Company's results of operations. Although many Pacific Rim financial
markets have recently experienced some unusual changes in value, the Company
does not anticipate a significant impact to its business in that area of the
world, but the risk of an adverse impact is inherent in doing business in that
part of the world. Additional information is contained in the Company's 1998
Annual Report to Shareholders under the caption Market Risk on pages 27 through
28.


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<PAGE>


YEAR 2000 ISSUE

BACKGROUND

The Year 2000 issue is the result of computer systems using a two-digit format,
as opposed to four digits, to indicate the year. Computer systems using a
two-digit format will be unable to correctly interpret dates beyond the year
1999, which could cause a system failure or other computer errors, leading to a
disruption in the operation of those systems.

STATE OF READINESS

The Company began reviewing all of its information technology ("IT") systems
developed internally and from outside vendors in the early 1990's because of the
Company's growth and the need to bring about operational improvements. As a
result, the Company decided to develop a new back office processing system and
to implement a new financial and human resource system. All of these systems are
Year 2000 compliant. In 1997, the Company expanded its international operations
through the acquisition of Swire Blanch. Since the acquisition, the Company
began to integrate all worldwide systems into appropriate existing, Year 2000
compliant Company systems. The integration of the Company's IT systems is
expected to be substantially complete by the second quarter of 1999. The
Company's senior management and the Board of Directors receive regular updates
on the status of the Company's Year 2000 readiness.

The Company markets services and software products that are internally developed
or acquired from third party vendors. These software based products and services
were developed using Year 2000 compliant technologies. Software products
developed internally are in various stages of testing for Year 2000 compliance.
The Company has obtained written certifications from the majority of its third
party developers of software marketed by the Company. The Company is in the
process of obtaining written certifications from the few third party developers
that have not responded. The Company expects the process of confirming Year 2000
compliance for the software that the Company markets to be substantially
complete by the end of March 1999.

Interfaces with Third Parties

The Company is reviewing, and has initiated formal communications with third
parties that provide goods or services which are essential to the Company's
operations in order to: (1) determine the extent to which the Company is
vulnerable to any failure by such material third parties to remediate their
respective Year 2000 problems; and (2) resolve such problems to the extent
practicable. In May 1998, the Company has requested information from customers
and vendors regarding the status of their Year 2000 compliance. Follow up
requests were sent in December 1998 to those third parties that had not
responded to the Company's initial request or that indicated compliance issues.
A certification letter has been or will be requested from each of our vendors to
validate compliance. The Company has also requested a statement of Year 2000
compliance from companies in which the Company has made capital investments.


                                     - 12 -
<PAGE>


Independent Verification and Validation

All new IT systems implemented, and any subsequent changes to those systems, go
through several layers of testing and validation, including program testing,
systems testing by an independent quality assurance group, user testing, and
lastly, parallel processing with the old system it is replacing. Portions of the
parallel testing process involve validation of automated interfaces and
reporting by the Company's customers.

In addition, the Company has conducted joint testing with Lloyd's of London on
the international back office processing system. The Company's system has passed
all tests and has been certified by Lloyd's of London.

COSTS

In recent years the Company has made significant investments in new IT systems
that are Year 2000 compliant. However, those investments were made for operating
reasons other than strictly Year 2000 compliance. As stated above, these
systems, whether purchased from an outside vendor or developed internally, are
Year 2000 compliant. The schedule to implement these systems has not been
accelerated because of the Year 2000 issue, nor have any other system projects
been deferred because of the Year 2000 issue. Although the Company does not
record or attempt to allocate expenses for these IT systems which relate solely
to Year 2000 compliance, due to their immateriality, the Company believes that
these costs will not exceed $2 million in total. This estimate does not include
the Company's potential share of Year 2000 costs that may be incurred by other
entities in which the Company does not control.

RISKS

The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. The Company believes
that, with the installation of the Year 2000 compliant systems described above,
the possibility of significant interruptions of normal operations should be
substantially reduced. However, due to the general uncertainty inherent in the
Year 2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third parties, the Company is continuing to assess the risks and
develop its contingency plans.

CONTINGENCY PLAN

The Company is revising its existing business interruption contingency plans to
address internal and external issues specific to Year 2000 compliance, to the
extent practicable. Such revisions are expected to be completed by April 1,
1999. These plans are intended to enable the Company to continue to operate and
include performing certain processes manually; repairing or obtaining
replacement systems; and changing suppliers. The Company believes, however, that
due to the widespread nature of potential Year 2000 issues, the contingency
planning process is an ongoing one which will require further modifications as
the Company obtains additional information regarding the Company's internal
readiness and the status of third party Year 2000 readiness.


                                     - 13 -
<PAGE>


Item 2.

PROPERTIES

         The Company's physical properties consist primarily of leases of
commercial office space. At December 31, 1998, the Company leased 370,000 square
feet of office space, including 217,000 square feet at its three primary
locations, Dallas, London, and Minneapolis. The Company considers its properties
to be adequate for its present and reasonably foreseeable requirements.


Item 3.

LEGAL PROCEEDINGS

         The Company is engaged in legal proceedings in the ordinary course of
business, none of which, either individually or in the aggregate, will, in the
opinion of management, have a material adverse effect on the consolidated
financial position of the Company or the results of its operations.


                                     - 14 -
<PAGE>


Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There were no matters submitted to a vote of the Company's security
holders during the Company's fourth quarter.

Item 4A.

EXECUTIVE OFFICERS OF THE COMPANY (AS OF MARCH 22, 1999)

<TABLE>
<CAPTION>
                                DATES
                                ELECTED TO
NAME AND AGE                    OFFICE                PRESENT POSITION AND BUSINESS EXPERIENCE
------------                    ----------            ----------------------------------------
<S>                             <C>                   <C>
Edgar W. Blanch, Jr. (62)       3/03/93               Chairman and Chief Executive Officer


Chris L. Walker (41)            10/27/94              President and Chief Operating Officer
                                3/03/93-10/27/94      Executive Vice President


Frank S. Wilkinson, Jr. (59)    3/03/93               Executive Vice President


Ian D. Packer (33)              7/01/96               Executive Vice President and Chief Financial Officer
                                1993-1996             President and Chief Executive Officer - MarketLink, Inc.
                                                      (Communications technology company)


David L. Samuel (35)            1/22/98               Senior Vice President and Chief Accounting Officer
                                11/4/94-1/22/98       Group Finance Director - Swire Blanch Group
                                Prior to 11/4/94      Group Financial Controller - Swire Fraser Group


James E. Erickson (48)          2/03/97               Senior Vice President and Chief Information Officer
                                1995-1997             Senior Vice President - GCC Networks (Developer of
                                                             software)
                                1992-1995             Vice President - Nordictrak (Manufacturer of exercise
                                                             equipment)


Daniel P. O'Keefe (46)          4/01/96               Senior Vice President, General Counsel and Corporate
                                                      Secretary
                                Prior to 4/01/96      Partner - Dorsey & Whitney LLP (law firm)


Kerry B. Schaughnessy (44)      12/31/98              Senior Vice President, Director of Human Resources
                                1993-1998             Assistant Vice President and Vice President, Human
                                                      Resources - Rauscher Pierce Refsnes, Inc. and Dain
                                                      Rauscher, Inc. (Financial Services)
</TABLE>


                                     - 15 -
<PAGE>


<TABLE>
<S>                             <C>                   <C>
Rodman R. Fox (35)              3/7/97                President and Chief Operating Officer - EWBCo
                                4/1/95-3/7/97         Executive Vice President - EWBCo
                                5/6/93-4/1/95         Senior Vice President - EWBCo
</TABLE>


                                     - 16 -
<PAGE>


PART II

Item 5.

MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS

         The information required by Item 5 is incorporated herein by reference
to the section entitled "Stock Listing and Trading Information" on page 47 of
the Company's 1998 Annual Report to Shareholders.


Item 6.

SELECTED FINANCIAL DATA

         The information required by Item 6 is incorporated herein by reference
to the section entitled "Six Year Financial Summary" on page 21 of the Company's
1998 Annual Report to Shareholders.


Item 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The information required by Item 7 is incorporated herein by reference
to the section entitled "Management's Discussion and Analysis" on pages 22
through 28 of the Company's 1998 Annual Report to Shareholders.


Item 7(a).

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information required by Item 7(a) is incorporated herein by
reference to the section entitled "Market Risk" on pages 27 through 28 of the
Company's 1998 Annual Report to Shareholders.


Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information required by Item 8 is incorporated herein by reference
to pages 30 through 45 of the Company's 1998 Annual Report to Shareholders.


                                     - 17 -
<PAGE>


Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

         Not Applicable.


                                     - 18 -
<PAGE>


PART III

Item 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         The information required by Item 10 with regard to Directors is
incorporated herein by reference to the section entitled "Election of Directors"
on pages 2 through 3 in the Company's proxy statement for its Annual Meeting of
Shareholders in 1999. The information required by Item 10 with regard to
executive officers is set forth in Item 4A hereof. The information required by
Item 10 with regard to Section 16 reporting is incorporated by reference to the
section entitled "Section 16(a) Beneficial Ownership Reporting Requirements" on
pages 5 through 6 of the Company's proxy statement for its Annual Meeting of
Shareholders in 1999.


Item 11.

EXECUTIVE COMPENSATION

         The information required by Item 11 is incorporated herein by reference
to the sections entitled "Directors Compensation" and "Executive Compensation"
on pages 7 through 10 in the Company's proxy statement for its Annual Meeting of
Shareholders in 1999.


Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required in Item 12 is incorporated herein by reference
to the section entitled "Security Ownership of Certain Beneficial Owners" on
pages 5 through 6 in the Company's proxy statement for its Annual Meeting of
Shareholders in 1999.


Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by Item 13 is incorporated herein by reference
to the section entitled "Certain Relationships and Related Transactions" on page
14 in the Company's proxy statement for its Annual Meeting of Shareholders in
1999.


                                     - 19 -
<PAGE>


PART IV

Item 14.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K

(a)(1)   The following consolidated financial statements of E. W. Blanch
         Holdings, Inc. included in the 1998 Annual Report to Shareholders are
         incorporated by reference into this Report by Item 8 hereof:

         Report of Independent Auditors
         Consolidated Balance Sheets as of December 31, 1998 and 1997
         Consolidated Statements of Income for the years ended December 31,
         1998, 1997 and 1996
         Consolidated Statements of Shareholders' Equity for the years ended
         December 31, 1998, 1997 and 1996
         Consolidated Statements of Cash Flows for the years ended December 31,
         1998, 1997 and 1996
         Notes to Consolidated Financial Statements

(a)(2)   All schedules to the consolidated financial statements listed in
         Article 5 of Regulation S-X are not required under the related
         instructions or are inapplicable and therefore have been omitted.

(a)(3)   The Exhibits required to be a part of this Report are listed in the
         Index to Exhibits on page 22 hereof.

         Pursuant to Item 601 (b) (4) (iii) of Regulation S-K, copies of certain
         instruments defining the rights of holders of certain long-term debt of
         the Company are not filed, and in lieu thereof, the Company agrees to
         furnish copies thereof to the Securities and Exchange Commission upon
         request.

(b)      Reports on Form 8-K

         The registrant filed one Current Report on Form 8-K during the quarter
         ended December 31, 1998.

                  * A Current Report on Form 8-K was filed on November 18, 1998
                  pertaining to an amendment to the Rights Agreement, dated
                  January 24, 1997, between the Company and Norwest Bank
                  Minnesota, N.A., as Rights Agent.

(c)      Exhibits

         Included in Item 14(a)(3) above.

(d)      Financial Statement Schedules

         Included in Item 14(a)(2) above.


                                     - 20 -
<PAGE>


SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, E. W. Blanch Holdings, Inc. has duly caused this annual
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, on March 31, 1999.


                               E. W. BLANCH HOLDINGS, INC.
                                       (Registrant)


                               By:   /s/ Edgar W. Blanch, Jr.
                                   --------------------------------------------
                                   Edgar W. Blanch, Jr., Chairman of the Board,
                                   Chief Executive Officer and Director

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of E. W.
Blanch Holdings, Inc. and in the capacities indicated on March 31, 1999.

           Signature                                  Title
------------------------------    ----------------------------------------------

   /s/ Edgar W. Blanch, Jr.       Chairman of the Board, Chief Executive Officer
------------------------------    and Director
Edgar W. Blanch, Jr.


   /s/ Ian D. Packer              Executive Vice President and Chief Financial
------------------------------    Officer
Ian D. Packer


   /s/ David L. Samuel            Senior Vice President and Chief Accounting
------------------------------    Officer
David L. Samuel


         Edgar W. Blanch, Jr., pursuant to powers of attorney which are being
filed with this Annual Report on Form 10-K, has signed below on March 31, 1999
as attorney-in-fact for the following directors of the Registrant:

         James N. Land, Jr.           William B. Madden
         Steven G. Rothmeier          Joseph D. Sargent
         Paul B. Ingrey               Chris L. Walker
         Frank S. Wilkinson, Jr.

                                             /s/ Edgar W. Blanch, Jr.
                                   --------------------------------------------
                                                 Edgar W. Blanch, Jr.
                                                 Attorney-in-fact


                                     - 21 -
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number             Description
-------            -----------

3.1              Restated Certificate of Incorporation of the Company (5)

3.2              By-Laws of the Company (2)

4.1              Specimen Common Stock Certificate (2)

4.2              Rights Agreement, dated as of January 24, 1997, between the
                 Company and Norwest Bank Minnesota, N.A., as Rights Agent (3)

4.3              Rights Agreement Amendment, dated as of October 16, 1998,
                 between the Company and Norwest Bank Minnesota, N.A., as Rights
                 Agent (10)

4.4              Credit Agreement, dated as of November 3, 1998, between the
                 Company and Nationsbank, N.A., as Agent (1)

10.1*            Non-Employee Directors Stock Plan (2)

10.2*            Directors' Stock Option Plan (8)

10.3*            1993 Stock Incentive Plan, as amended (1)

10.4*            1997 Stock Incentive Plan (8)

10.5*            Executive Restricted Stock Incentive Plan (8)

10.6*            1998 Management Incentive Plan (1)

10.7*            K2 Technologies, Inc. 1994 Stock Plan (11)

10.8*            K2 Technologies, Inc. 1996 Stock Plan (11)

10.9*            K2 Technologies, Inc. 1998 Key Person Stock Option Plan (11)

10.10*           Employment Agreement between the Company and Edgar W. Blanch,
                 Jr. (4)

10.11*           Employment Agreement between the Company and Frank S.
                 Wilkinson, Jr. (2)

10.12*           Employment Agreement between the Company and Chris L. Walker
                 (2)

10.13*           Employment Agreement between the Company and Rodman R. Fox (1)


10.14*           Specimen Severance Agreement (7)



                                     - 22 -
<PAGE>


10.15*           Schedule of Executives Receiving Severance Agreements, as
                 amended (1)

10.16            Stock Purchase Agreement by and among Summit Global Partners,
                 Inc., Summit global Partners (Texas) Holdings, Inc., Blanch
                 Insurance Services, Inc., E.W. Blanch Insurance Services, Inc.,
                 and E.W. Blanch Holdings, Inc., dated June 1, 1998 (1)

11               Computation of Earnings per Share(9)

13               Portions of the 1998 Annual Report to Shareholders incorporated
                 by reference in this Form 10-K (1)

21               Subsidiaries of the Company (1)

23               Consent of Ernst & Young LLP (1)

24               Powers of Attorney (1)


27               Financial Data Schedule for the year ended December 31, 1998
                 (1)




-------------------------------------

(1)    Filed with this Annual Report on Form 10-K.
(2)    Incorporated by reference to the Company's Registration Statement on Form
       S-1, Registration No. 33-59198.
(3)    Incorporated by reference to the Company's Registration Statement on Form
       8-A, dated January 24, 1997.
(4)    Filed with the Company's Quarterly Report on Form 10-Q for the fiscal
       quarter ended June 30, 1997.
(5)    Filed with the Company's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1996.
(6)    Filed with the Company's Annual Report on Form 10-K, as amended, for the
       fiscal year ended December 31, 1994.
(7)    Filed with the Company's Quarterly Report on Form 10-Q for the fiscal
       quarter ended September 30, 1997.
(8)    Filed with the Company's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1997.
(9)    The information required by Exhibit 11 is incorporated by reference to
       Note 8 to the Company's Consolidated Financial Statements for the year
       ended December 31, 1998 included in Exhibit 13 with this Annual Report on
       Form 10-K.
(10)   Incorporated by reference to Amendment number one to the Company's
       registration statement on Form 8-A dated November 18, 1998.
(11)   Filed with the Company's Quarterly Report on Form 10-Q for the fiscal
       quarter ended September 30, 1998.
*      Management contract and compensatory plan or arrangement required to be
       filed pursuant to Item 601(b) (10) (iii) (A) of Regulation S-K.


                                     - 23 -