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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 [FEE REQUIRED]

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                       OR
              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    |_|         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

            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.)
3500 WEST 80TH STREET, MINNEAPOLIS, MINNESOTA                      55431
  (Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (612) 835-3310

           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

         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 17, 1997, 12,566,657 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 $250,578,000.

         DOCUMENTS INCORPORATED BY REFERENCE.
1.       Portions of Registrant's 1996 Annual Report to Shareholders are
         incorporated into Part II.
2.       Portions of Registrant's Proxy Statement dated March 24, 1997 are
         incorporated into Part III.

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                                     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"). EWBCo was incorporated in the State of
Delaware on March 2, 1993 and was formed for the purpose of being the successor
to the business of E. W. Blanch Co. Limited Partnership, a Delaware limited
partnership (the "Partnership"). The Company issued shares of Common Stock to
the partners of the Partnership in exchange for their partnership interests and
the Partnership was merged with and into EWBCo, which was the surviving entity.
The Company, through predecessor organizations, was originally founded in 1957.

         The Company's principal business is that of integrated risk management
services, including reinsurance intermediary services, risk management
consulting and administration services and wholesale insurance services.

         In January 1994, the Company formed a wholly owned subsidiary, Paragon
Reinsurance Risk Management Services, Inc. ("Paragon"). Paragon comprises the
reinsurance risk management services historically provided by EWBCo, with an
emphasis on making these services available to a broader client base. Through
its July 1996 acquisition of a reinsurance software system, Paragon continued to
diversify and enhance the Company's revenue stream.

         In July 1994, the Company's wholly owned subsidiary, E. W. Blanch
International, Inc. ("EWB International"), entered into a 50/50 joint venture
with Swire Fraser Insurance (Holdings) Ltd. ("Swire Fraser"), a subsidiary of
Swire Pacific Ltd. ("Swire Pacific"). The purpose of this joint venture, Swire
Blanch Holdings Ltd. ("Swire Blanch"), was to originate and deliver reinsurance
services on an international basis, excluding the United States and the United
Kingdom.

         In February 1997, EWB International purchased 70% of Swire Fraser from
Swire Pacific and increased its ownership in Swire Blanch from 50% to 70%. Swire
Fraser provides insurance and reinsurance broking services in certain
specialized areas, risk management services, and financial advisory services,
primarily for employer retirement plans. The combined operations of Swire Fraser
and Swire Blanch have been merged into a single operation under the Swire Blanch
name, which will be owned 70% by the Company and 30% by Swire Pacific. This
transaction is expected to provide increased opportunities for international
growth.

         On September 30, 1994, the Company's wholly owned subsidiary, E. W.
Blanch Wholesale Insurance Services, Inc. ("EWB Wholesale"), completed its
acquisition of the Elton George Companies, an insurance wholesale broker and
manager of program business based in San Antonio, Texas. The purpose of the
acquisition was to expand the Company's product and service capabilities and to
achieve vertical integration into the wholesale insurance business.

         In December 1996, the Company recorded a $19.5 million write-down of
goodwill associated with the Elton George Companies acquisition in 1994 and a
$3.25 million reserve for the restructuring of the Company's wholesale
operations and its related lease expense. Also, as part of the restructuring of
the wholesale operations, in February 1997 EWB Wholesale completed the sale of
its premium finance business, originally acquired in 1994 as part of the Elton
George Companies acquisition. The Company received $15.2 million in exchange for
all of the outstanding stock of the premium finance subsidiaries, whose assets
included $14.9 million of premium finance notes. The net sales proceeds equaled
the Company's investment in the business, resulting in no gain or loss on the
sale. Following the restructuring, the Company believes its wholesale operation,
including a strategy focusing on higher margin, value-added services, is
better-positioned for future growth and profitability.

         Effective January 1, 1996, EWB Wholesale acquired InsGroup Services
Company ("InsGroup"), an association of more than 80 independent
property/casualty insurance agencies located throughout the United States. The
Company believes that the InsGroup acquisition will enhance its capabilities in
the distribution of specialized insurance products.

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

b)  Financial Information About Industry Segments

         Beginning in 1995, the Company's operations were divided into three
business segments, reinsurance services, wholesale insurance services and
general corporate services. The reinsurance services segment is the primary
source of the Company's revenues and net income, and includes the reinsurance
intermediary EWBCo., the risk management services provided by Paragon, and the
50% interest in the international reinsurance services of Swire Blanch. The
wholesale insurance services segment includes the wholesale insurance
distribution and premium finance businesses provided by EWB Wholesale. As
discussed previously, the premium finance operations were sold in February 1997.
General corporate services includes investment income from corporate investments
and corporate expenses such as legal, finance, corporate development,
information systems, and the office of the chief executive.

         Financial information about the Company's industry segments is
incorporated by reference to "Management's Discussion and Analysis" on pages
21-25 of the Company's 1996 Annual Report to Shareholders.

c)  Narrative Description of Business

REINSURANCE SERVICES

INTERMEDIARY SERVICES

GENERAL As a reinsurance intermediary, the Company structures and arranges
reinsurance between insurers seeking to cede insurance risks and reinsurers
willing to assume such risks. Reinsurance is a form of insurance in which a
reinsurance company indemnifies a primary insurance company against all or a
portion of the risk assumed by the ceding company under an insurance policy.

         Reinsurance can provide the ceding company with several major benefits.
It can reduce net liability on individual risks, thereby enabling the primary
insurer to underwrite a larger volume of risks or a larger single risk than its
resources would otherwise support. It can assist the ceding company in
maintaining acceptable financial ratios and it can stabilize underwriting
results from the effects of catastrophic events and accumulations of losses due
to variations in loss frequency. Reinsurance also provides a form of financing
for primary insurers in a period of rapidly increasing premium growth. These
benefits effectively afford a ceding company the ability to increase
underwriting capacity because the ceding company can expand the book of business
it writes without a corresponding increase in its capital and surplus position.

         The Company earns reinsurance brokerage from the placement and
servicing of reinsurance, primarily on a treaty basis for property and casualty
exposures. Property reinsurance indemnifies a ceding company for all or a
specified portion of its property loss. The majority of the Company's property
reinsurance is in the form of catastrophe reinsurance. Catastrophe reinsurance
indemnifies the ceding company for the amount of property loss in excess of a
specified retention with respect to an accumulation of individual policy losses
resulting from a single catastrophic event such as a hurricane, earthquake, or
tornado. Casualty reinsurance indemnifies a ceding company for all or a
specified portion of the losses caused by injuries to third persons and the
resulting legal liability imposed on the insured. The majority of the Company's
casualty reinsurance relates to professional liability, workers' compensation,
and specialized casualty exposures underwritten by excess and surplus lines
insurance carriers. The Company also places multiple lines reinsurance that
covers both property and casualty exposures, as well as life, accident and
health, and facultative reinsurance.

         The following table sets forth for the years indicated the amounts and
percentages of reinsurance brokerage earned by the type of reinsurance placed by
the Company for the year ended December 31 (dollars in thousands) as follows:

<TABLE>
<CAPTION>
                                   1996                           1995                            1994
                        Reinsurance                   Reinsurance                      Reinsurance
                         Brokerage     Percentage      Brokerage     Percentage         Brokerage     Percentage
                       --------------- ------------- --------------- --------------- ---------------- -----------
<S>                      <C>              <C>          <C>              <C>             <C>              <C>
Property                  $46,190          53%          $36,681          49%             $33,027          47%
Casualty                   25,260          29            25,558          35               26,931          38
Multiple Lines             13,553          16             9,920          13                8,171          12
Other                       1,490           2             2,314           3                2,528           3
                       --------------- ------------- --------------- --------------- ----------------- ----------
     Total                $86,493         100%          $74,473         100%             $70,657         100%
                       =============== ============= =============== =============== ================= ==========
</TABLE>

         Ceding companies purchase reinsurance by paying the reinsurer a portion
of the premiums associated with the business being reinsured. The reinsurance
premium compensates the reinsurer for, among other things, the risk it has
assumed and marketing, sales and administration costs. Reinsurance brokerage
paid to the intermediary by a reinsurer is included in such costs. The primary
role of a reinsurance intermediary is to act on behalf of a ceding company in
the placement of a reinsurance program with one or more reinsurers at rates and
on terms acceptable to and approved by the ceding company.

         Reinsurance brokerage rates, which vary by line of business, are
generally standard throughout the industry. Brokerage rates are based upon a
percentage of the reinsurance premium placed and generally range from one
percent on quota share contracts to ten percent on property catastrophe
contracts. Historically, reinsurance intermediaries have experienced limited
competition with respect to these brokerage rates. In recent years, however,
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.

         Reinsurance can be purchased either from broker reinsurers, in which
case the purchase is made through an intermediary such as the Company, or from
direct writers of reinsurance, in which case the purchase is made by the ceding
company directly from the direct writer. While a ceding company may select the
reinsurer that quotes the lowest cost, certain other factors may determine
whether reinsurance is placed with broker reinsurers or a direct writer,
including the desire for independent representation, the services required, the
capacity and quality of the reinsurer, contract terms and conditions, the speed
with which claims are paid, the size of the risk and the specialization of the
reinsurer.

         From a ceding company's perspective, both the broker reinsurer market
and the direct writer market have advantages and disadvantages. A ceding
company's selection of one market over the other will be influenced by its
perception of such advantages and disadvantages relative to the reinsurance
coverage being placed. Broker market reinsurers maintain that broker market
distribution provides ceding companies with broad access to reinsurance
coverages from numerous reinsurance companies, thus better enabling ceding
companies to meet their reinsurance needs. Direct writers of reinsurance
maintain that by working directly with ceding companies they are better able to
evaluate such companies and their respective underwriting risks

COMPETITION The Company's reinsurance intermediary business is highly
competitive. The Company competes with a number of reinsurance intermediaries,
direct writers 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

CLIENTS (CEDING COMPANIES) The Company provides intermediary services to a
diverse group of insurance companies located throughout the world, domestically
through EWBCo and internationally through Swire Blanch. During 1996, no client
accounted for more than 10% of the reinsurance brokerage earned by the Company
and the Company's ten largest clients accounted for approximately 39% of the
reinsurance brokerage earned by the Company.

REINSURERS The Company places reinsurance with approximately 500 reinsurers
located throughout the world. During 1996, the Company placed approximately $2.7
billion of reinsurance premiums, 79% of which went to reinsurers located in the
United States and the remainder to international reinsurance markets, primarily
Bermuda and London. In 1996, no single reinsurer accounted for more than 10% of
the reinsurance brokerage earned by the Company during 1996 and the top ten
reinsurers accounted for approximately 32% of the reinsurance brokerage.

FIDUCIARY ACCOUNTS A reinsurance intermediary, such as the Company, will
generally receive funds that represent premiums owed by a ceding company to a
reinsurer or loss payments owed by a reinsurer to a ceding company. Pending
remittance, these funds are held by the intermediary in segregated accounts.
Consistent with industry practice, interest on the fiduciary funds accrues to
the reinsurance intermediary. Fiduciary funds that are maintained in segregated
accounts for the benefit of a ceding company or reinsurer are not commingled
with other assets of a reinsurance intermediary and are not subject to the
claims of the intermediary's creditors.

         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". At December
31, 1996, the Company had fiduciary assets and liabilities of approximately
$429.2 million. Fiduciary assets at December 31, 1996 included approximately
$41.9 million of fiduciary funds.

         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.

GOVERNMENT REGULATION 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.

         Reinsurance intermediary licensing statutes are generally based upon
the Model Act, which requires a written contract between the ceding company and
the reinsurance intermediary which is terminable at will by the ceding company,
and disclosure to a ceding company of any relationship with any reinsurer to
which such business is ceded. The contract must also provide that the
reinsurance intermediary will render accounts to the ceding company accurately
detailing all material transactions, that all funds collected for the ceding
company's account will be held by the reinsurance intermediary in a fiduciary
capacity, that the reinsurance intermediary will keep a complete record of each
reinsurance transaction for at least ten years after the expiration of each
contract of reinsurance transacted by the reinsurance intermediary, and that the
reinsurance intermediary will comply with the written standards established by
the ceding company for the cession or retrocession of all risks. Government
regulation of the Company's business has not been a significant commercial
barrier.

RISK MANAGEMENT CONSULTING AND ADMINISTRATION SERVICES

GENERAL Through Paragon, the Company seeks to provide risk management consulting
and administration services to insurance and reinsurance companies, government
entities, underwriting facilities and other interested parties. Such services
are generally provided as part of the Company's core reinsurance intermediary
services. In addition, Paragon earns fees for providing these services directly
to third parties. Paragon's services are designed to assist insurance and
reinsurance companies and other related entities in controlling their costs and
better managing their risk through a variety of means including sophisticated
analytical techniques and technology, non-traditional risk transfer and leveling
mechanisms, reinsurance software systems and outsourcing of non-core functions.
Examples of Paragon's services include product development, facility
administration, strategic reinsurance program reviews, actuarial services,
catastrophe exposure management and analysis, run-off management and insurance
policy issuing services.

         The Company also seeks to provide financial consulting services and
tailored reinsurance and capital markets products designed to assist its clients
in capital preservation and risk management. These services may include risk
evaluation, strategy formation and strategy implementation.

COMPETITION The Company competes with a number of competitors in its risk
management consulting and administration services business, including other
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.

WHOLESALE INSURANCE SERVICES

GENERAL Through EWB Wholesale, the Company provides wholesale insurance services
to retail insurance agents on behalf of primary insurance companies. These
services, which include underwriting and claims processing, enable the Company's
independent insurance agent clients to access a variety of insurance companies
and products. The Company develops, markets, quotes and processes specialized
insurance programs for targeted insurance companies. Through the wholesale
distribution mechanism, the Company believes that insurance companies are able
to produce new lines of business in various geographic locations without
incurring high start-up costs.

         EWB Wholesale earns commissions and fees from the distribution of
insurance products on a wholesale basis. The Company distributes personal and
commercial property and casualty coverages, specializing in program and surplus
lines business. These products are distributed to an extensive network of retail
insurance agent clients located throughout the United States, primarily in the
State of Texas. During 1996, no client accounted for more than 10% of the
wholesale commissions and fees earned by the Company and the ten largest
wholesale insurance agent clients accounted for approximately 11% of the
wholesale commissions and fees earned by the Company.

         Through EWB Wholesale, the Company also distributes insurance products
for insurance companies on a direct marketing basis and provides alternative
distribution services for the redirection and placement of targeted insurance
exposures.

         EWB Wholesale places underwritten risks in one of three markets: (i)
the reinsured market, which reinsures certain classes of business (generally
commercial lines) underwritten by EWB Wholesale, (ii) markets which have granted
EWB Wholesale binding authority to underwrite certain risks, and (iii) the
brokered market, in which EWB Wholesale seeks to place business on a best
efforts basis. The Company predominately uses the reinsured market and markets
which have granted binding authority. The Company does not assume insurance risk
in any of these activities.

COMPETITION In the area of wholesale insurance services, the Company currently
competes primarily with managing general agents, particularly those specializing
in excess and surplus lines and other niche businesses. The Company also
competes with large primary insurance brokers and direct writing and captive
agency insurance companies, some of which 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 product availability,
quality of service, insurance company relationships, agent compensation and
price.

GOVERNMENT REGULATION Through its wholesale insurance subsidiaries, the Company
is licensed as a managing general agent and premium finance company in all
states where it is required to be licensed. Statutes governing the Company's
activities generally require, among other things, a written contract between the
insurance company and the managing general agent or between the insured and the
premium finance company, as the case may be. Effective January 31, 1997, the
Company sold its premium finance business. In addition, the Company's wholesale
insurance subsidiaries are subject to periodic examination by the states in
which they are licensed.

EMPLOYEES

         As of December 31, 1996, the Company had 648 employees. The table below
reflects the number of Company employees by industry segment at December 31 of
the respective year:

                                          1996                   1995
                                    ----------------       ---------------
Reinsurance Services                      353                    305
Wholesale Insurance Services              188                    164
General Corporate Services                107                     97
                                    ----------------       ---------------
     Total                                648                    566
                                    ================       ===============

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. There has been increasing
consolidation of reinsurance intermediary competitors through mergers and
acquisitions, 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 which offer alternative
products which attempt to securitize or finance insurance exposures.

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

In the area of wholesale insurance services, the Company competes with other
managing general agents, primary insurance brokers and insurance companies on
the basis of product availability, quality of service, market relationships,
agent compensation and price.

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 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 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 wholesale insurance business is affected by a variety of factors, including
prevailing premium rates for insurance, agent compensation levels, 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, they may
also affect the amount of commissions and fees received by the Company in its
wholesale business.

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 soft 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 states in which the Company operates require the licensing of certain 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.
EWB Wholesale's operations also require licensing as a managing general agent
and a premium finance company in the states in which it does business.

Recently, 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 reexamining existing laws and regulations,
with an emphasis on insurance company investment and solvency issues.
Legislation has been introduced in Congress that could result in the federal
government assuming some role in the regulation of the insurance industry. No
assurance can be given as to future legislative or regulatory changes or as to
their effect upon the Company.

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. Examples would be the Company's role as
lead reinsurance intermediary to the California Earthquake Authority (the "CEA")
and several alternative distribution engagements and opportunities with large
primary insurance companies. 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, the 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.

These specific engagements also can result in increased fluctuations in the
Company's earnings. While the revenues in the Company's core reinsurance
intermediary and wholesale brokerage 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,
as tends to be the case in the Company's traditional core lines of business.

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, through this 70% subsidiary, now
has offices in the United Kingdom, Paris, Rome, Copenhagen, Hong Kong,
Singapore, Australia, Vietnam, China, and Mexico, with additional international
offices likely in the future. 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.


                                     Item 2.

                                   PROPERTIES

         The Company's physical properties consist primarily of leases of
commercial office space. At December 31, 1996, the Company leased approximately
276,000 square feet of office space, including 94,000 square feet at its
headquarters in Minneapolis and 102,000 square feet at its office in San
Antonio. The Company considers its properties to be adequate for its present and
reasonably foreseeable requirements.


                                     Item 3.

                                LEGAL PROCEEDINGS

         On November 21, 1994, E. W. Blanch Co. commenced an action in the
United States District Court for the District of Minnesota against Mr. Hussein
A. Enan, a former employee. In its complaint, the Company sought declaratory
relief that Mr. Enan voluntarily terminated his employment effective on November
14, 1994 and that accordingly, the Company and its affiliated entities owe no
further remuneration to Mr. Enan pursuant to the terms of his employment
agreement with the Company. Mr. Enan filed a counterclaim against E. W. Blanch
Co. and the Company for breach of his employment agreement and for violation of
the Minnesota Human Rights Act on the basis of age discrimination. Discovery is
completed. Cross motions for summary judgment were filed and argued in Federal
District Court in December, 1995. The Court on September 12, 1996 granted the
Company's motion in its entirety and denied Mr. Enan's motion, resulting in
dismissal of Mr. Enan's counterclaims and granting of the Company's request for
declaratory relief. Mr. Enan appealed this ruling to the United States Court of
Appeals for the Eighth Circuit. Briefing has been concluded, oral argument has
occurred, and the parties are awaiting the Court of Appeals' ruling. The Company
believes Mr. Enan's counterclaims are without merit and is vigorously defending
against them.

         In the opinion of management, the foregoing legal proceeding will not
have a material adverse effect on the consolidated financial position of the
Company or on its results of operations.

         The Company is also engaged in other 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.


                                     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 REGISTRANT (AS OF MARCH 28, 1997)

<TABLE>
<CAPTION>
                                       DATES
                                     ELECTED TO
NAME AND AGE                           OFFICE     PRESENT POSITION AND BUSINESS EXPERIENCE
------------                           ------     ---------------------------------------------------

<S>                     <C>           <C>        <C>
Edgar W. Blanch, Jr.    (60)          3/03/93     Chairman and Chief Executive Officer
                                     Prior to
                                      3/03/93     General Partner of E. W. Blanch Limited Partnership

Chris L. Walker         (39)         10/27/94     President and Chief Operating Officer
                                     3/03/93-
                                     10/27/94     Executive Vice President
                                     Prior to
                                      3/03/93     General Partner of E. W. Blanch Limited Partnership

Frank S. Wilkinson, Jr. (57)          3/03/93     Executive Vice President
                                     Prior to
                                      3/03/93     General Partner of E. W. Blanch Limited Partnership

Ian D. Packer           (31)          7/01/96     Executive Vice President and Chief Financial Officer
                                        1993-     President and Chief Executive Officer - MarketLink, Inc.
                                        1996          (Communications technology company)
                                        1990-     Vice President and General Partner -
                                        1993      IAI Capital Group/Great Northern Capital (Merchant
                                                      banking group)

Tom S. Nelson           (41)          7/01/96     Executive Vice President and Chief Accounting Officer
                                     4/27/95-
                                      7/01/96     Executive Vice President and Chief Financial Officer
                                     3/03/93-
                                      4/27/95     Senior Vice President, Chief Financial Officer and Treasurer
                                     Prior to     Senior  Vice  President  and Treasurer  of E. W.  Blanch  Limited
                                      3/03/93     Partnership

James E. Erickson       (46)          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       (44)          4/01/96     Senior Vice President, General Counsel and Corporate Secretary
                                     Prior to
                                      4/01/96     Partner - Dorsey & Whitney LLP (lawfirm)

Arthur C. Schmalbach    (49)         10/16/94     Senior Vice President
                                     3/03/93-
                                     10/16/94     Vice President
                                     Prior to
                                      3/03/93     Vice President - E. W. Blanch Limited Partnership
</TABLE>



                                     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 "Stocklisting and Trading Information" on the Inside
Back Cover of the Company's 1996 Annual Report to Shareholders.


                                     Item 6.
                             SELECTED FINANCIAL DATA


         The information on page 20 of the Company's 1996 Annual Report to
Shareholders is incorporated herein by reference.


                                    Item 7.

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


         The information on pages 21 through 26 of the Company's 1996 Annual
Report to Shareholders is incorporated herein by reference.


                                     Item 8.
                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


         The information on pages 27 through 39 of the Company's 1996 Annual
Report to Shareholders is incorporated herein by reference.



                                     Item 9.

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


         Not Applicable.



                                    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 page 2 in the Company's proxy statement for its Annual Meeting of
Shareholders in 1997. 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
page 5 of the Company's proxy statement for its Annual Meeting of Shareholders
in 1997.


                                    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 5 and 6 respectively, in the Company's proxy statement for its Annual
Meeting of Shareholders in 1997.


                                    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
page 4 in the Company's proxy statement for its Annual Meeting of Shareholders
in 1997.


                                    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
13 in the Company's proxy statement for its Annual Meeting of Shareholders in
1997.


                                     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 1996 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, 1996 and 1995
         Consolidated Statements of Income for the years ended December 31,
         1996, 1995 and 1994
         Consolidated Statements of Shareholders' Equity for the years ended
         December 31, 1996, 1995, and 1994
         Consolidated Statements of Cash Flows for the years ended December 31,
         1996, 1995, and 1994
         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 18 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 were during the
         quarter ended December 31, 1996:

         *        A current Report on Form 8-K was filed on December 31, 1996
                  pertaining to a fourth quarter change to reflect the
                  restructuring of the Company's San Antonio based general
                  agency operations.



(c)      Exhibits

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

(d)      Financial Statement Schedules

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



                                   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 28, 1997.


                                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 28, 1997.


             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/ Tom S. Nelson               Executive Vice President and Chief Accounting
-------------------------------   Officer
        Tom S. Nelson


         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 28, 1997
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



                                INDEX TO EXHIBITS

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

        3.1     Restated Certificate of Incorporation of the Company (1)

        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
                Registrant and Norwest Bank Minnesota, N.A., as Rights Agreement
                (3)

        10.1*   Non-Employee Directors Stock Plan (2)

        10.2*   1993 Stock Incentive Plan, as amended (2)

        10.3*   Employment Agreement between the Company and Edgar W. Blanch,
                Jr. (2)

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

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

        10.6*   Employment Agreement between the Company and Tom S. Nelson (2)

        10.7*   Agreement of Limited Partnership of Conning Insurance Capital
                Limited Partnership III (4)

        10.8*   Stock Purchase Agreement, dated as of February 10, 1997, between
                the Registrant and Edgar W. Blanch, Jr. (1)

        13      Portions of the 1996 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)

-----------------------------------
(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 Annual Report on Form 10-K, as amended, for the
        fiscal year ended December 31, 1994.

        * Management contract and compensatory plan or arrangement required to
        be filed pursuant to Item 601 (b) (10) (iii) (A) of Regulation S-K.