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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------
                                   FORM 10-K/A

(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, 1997
             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
         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 19, 1998, 12,620,000 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 $479,560,000

         DOCUMENTS INCORPORATED BY REFERENCE.
1.       Portions of Registrant's 1997 Annual Report to Shareholders are
         incorporated into Parts I, II and IV.
2.       Portions of Registrant's Proxy Statement dated March 20, 1998 are
         incorporated into Part III.
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<PAGE>


PART II


Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


         The information contained in Exhibit 13.1, pages 13 through 32, is
incorporated herein by reference to this Form 10-K/A.

         Exhibit 13.1 reflects the following changes from Exhibit 13 previously
filed with the registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997. In the registrant's Consolidated Balance Sheets for the year
ended December 31, 1997 on page 15:

  Accounts payable should be $14,420
  Notes payable to banks should be $1,379

These numbers were inadvertently transposed in Exhibit 13 to the previously
filed Form 10-K. All other information contained in Exhibit 13.1 is unchanged
from Exhibit 13 to the previously filed Form 10-K.

<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/A to be signed on its behalf by the undersigned, thereunto
duly authorized, on May 4, 1998.


                                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

<PAGE>


                                INDEX TO EXHIBITS

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

13.1     Portions of the 1997 Annual Report to Shareholders, as corrected,
         incorporated by reference in this Form 10-K/A (1)

23.1     Consent of Ernst & Young LLP (1)

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(1)      Filed with this Annual Report on Form 10-K/A