-----------------------------------------------------------------------------
                       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, 2000
         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 5, 2001, 13,045,666 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 $113,497,294.

         DOCUMENTS INCORPORATED BY REFERENCE.
1.       Portions of Registrant's 2000 Annual Report to Shareholders are
         incorporated into Parts I, II and IV.
2.       Portions of Registrant's Proxy Statement dated March 23, 2001 are
         incorporated into Part III.
3.       Registrant's Form 8-K dated February 2, 2001.

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

<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. The Company, through predecessor organizations, was
originally founded in 1957. Unless otherwise indicated, reference to the
"Company" hereinafter includes all operating subsidiaries.

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

ACQUISITIONS

         In the second quarter of 2000, the Company acquired an additional fifty
five percent interest in MSTC Blanch S.A. ("MSTC"), an insurance and reinsurance
broker in Chile, at a cost of $4.3 million. This acquisition, accounted for
under the purchase method of accounting, increased the Company's ownership in
MSTC to ninety percent and accordingly the Company has accounted for MSTC as a
consolidated entity from that time forward. Prior to the second quarter of 2000,
the Company accounted for its thirty five percent interest in MSTC under the
equity method of accounting in Investments in Unconsolidated Subsidiaries. The
resulting $5.2 million of goodwill from MSTC is being amortized over 20 years.

The following are the pro forma results for the Company for the year ended
December 31, 2000 had the company described above been acquired at the beginning
of the year (unaudited - in thousands, except per share amounts):

                Revenues                          $208,674
                Net loss                           $(9,617)
                Loss per share -
                       diluted                      $(0.74)

DISPOSITIONS

         In the second quarter of 2000, the Company sold several subsidiaries,
including ninety percent of the Company's interest in its direct marketing
business, Rockwood Programs, Inc. ("Rockwood"), for a gain of $1.9 million and a
domestic subsidiary of Crawley Warren Group Ltd., resulting in no gain or loss.
In addition, Peninsula Excess Insurance Brokers, Inc. ("Penex"), an excess and
surplus lines broker in Wilmington, Delaware was sold, resulting in a $0.1
million loss.


                                      -2-
<PAGE>


         In the third quarter of 2000, the Company sold subsidiaries, including
three non-strategic domestic operations of Crawley Warren Group Ltd., acquired
in the fourth quarter of 1999, and Blanch Capital Re, Limited, a subsidiary
located in Bermuda, resulting in an immaterial net gain.

         In the fourth quarter of 2000, the Company sold its remaining ten
percent interest in Rockwood for a gain of $0.2 million. In addition, Michael V.
Mahoney Insurance Brokers Pty Ltd. ("Mahoney"), an Australian general retail
broker acquired in the fourth quarter of 1999, was sold resulting in a $1.3
million loss.

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 4 through 11, and Note 17 of the Notes to the Consolidated
Financial Statements on page 30, of the Company's 2000 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 bundled and component bases. Major
components provided include reinsurance intermediation and technical and
analytical consulting services which are generally recurring. Also, 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 2000, 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 2000, no single reinsurer used by domestic
operations accounted for more than 10% of consolidated revenues earned by the
Company.

         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
specialized casualty exposures underwritten by excess and surplus lines
insurance carriers, professional liability and workers' compensation.


                                      -3-
<PAGE>


         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., General Re, Benfield Greig 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, 2000, the Company had domestic
fiduciary assets and liabilities of $572.5 million. Fiduciary assets at December
31, 2000 included $93.1 million of cash and investments. 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 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.


                                      -4-
<PAGE>


TECHNICAL AND ANALYTICAL CONSULTING SERVICES

         The Company provides technical and analytical consulting services
primarily to insurance and reinsurance companies, government entities, and
underwriting facilities. Such services are provided as part of the Company's
core reinsurance intermediation function or 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
the catastrophe arena.

         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 E.W. Blanch Ltd., an
international risk management and distribution services firm headquartered in
London, England. E.W. Blanch Ltd. includes the operations previously carried out
by Swire Blanch Insurance (Holdings) Ltd. and the operations of Crawley Warren
Group Ltd., acquired in November 1999. These operations include a registered
Lloyd's of London insurance and reinsurance broker now trading as Blanch Crawley
Warren Ltd. and international intermediary operations. Through E.W. Blanch
Consulting Ltd., it also provides financial consulting services through the sale
of its benefits administration products, principally to companies in the
technology sector. International intermediary services include retail insurance
operations located in Hong Kong. Approximately 79% of E.W. Blanch Ltd.'s
revenues are generated in the United Kingdom with the remainder primarily from
Latin America and the Pacific Rim. The following foreign offices have been
identified to close in connection with the fourth quarter 2000 restructuring
plan: Singapore, Hong Kong, Labuan, Beijing, Shanghai, Hanoi, Ho Chi Minh, New
Castle, Brisbane, Adelaide and Melbourne.

         The Company's foreign operations provide services to a diverse client
base, including original insureds and insurance companies located throughout the
world. During 2000, no foreign client accounted for more than 10% of
consolidated revenues earned by the Company.


                                      -5-
<PAGE>


REINSURANCE INTERMEDIATION

         In 2000, no single insurer or reinsurer used by foreign operations
accounted for more than 10% of consolidated revenues 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, 2000, the Company had
foreign fiduciary assets and liabilities of $450.8 million. Fiduciary assets at
December 31, 2000 included $94.5 million of cash and investments.

         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 E.W. Blanch Consulting Ltd., 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.

         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.


                                      -6-
<PAGE>


EMPLOYEES

         As of December 31, 2000, the Company had 1,154 employees. The table
below reflects the number of Company employees by geographic segment at December
31 of the respective year:

                                                    2000               1999
                                              ---------------    ---------------
Domestic operations                                  638                756
Foreign operations                                   516                535
                                              ---------------    ---------------
     Total                                         1,154              1,291
                                              ===============    ===============

The Company believes its relationship with its employees is strong. The Company
is not a party to any collective bargaining agreement.

Excluding employees terminated on the last day of 2000 and employees affected by
the Company's 2000 restructuring plan, the number of employees at December 31,
2000 would have been 1,021.

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 a
consolidation of reinsurance intermediary competitors through mergers and
acquisitions over the past several years, 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 using various capital market products. The Company
has become increasingly vulnerable to competition due to its poor financial
performance in 2000 and the loss of key personnel to competitors, including
Benfield Greig.

         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


                                      -7-
<PAGE>


have, or are affiliated with entities that have, greater financial and other
resources than the Company. Moreover, the Company's poor financial performance
in 2000 has made the Company increasingly vulnerable to the loss of personnel to
competitors, and makes it more difficult for the Company to attract personnel.

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 and not to solicit other employees to join in a departure from the
Company. The Company may be especially vulnerable to loss of key personnel and
loss of customers due to the resignations without advance notice by Rodman Fox
and Paul Karon, two senior executives with the Company, on March 20, 2000. As a
result of their departure, the Company has lost some customers and other key
employees, and there is a risk of more such losses in the future. The Company
currently is in litigation with Fox and Karon. The Company intends to continue
to seek enforcement of employment agreements though this may not prevent the
departure of key personnel. There can be no assurance that the Company will be
able to retain its existing personnel or to find and attract additional
qualified employees. Nor can there be assurances that the Courts will enforce
the restrictive covenants in the employment agreements.

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


                                      -8-
<PAGE>


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 has experienced 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 consistent internal growth in a difficult market environment. The
Company's ability to achieve growth is made more difficult by the Company's poor
financial results in 2000, which have made it more difficult to retain customers
and procure new customers. Should internal growth slow, or even decline, the
Company will be less likely to meet revenue targets which could affect net
income, profit margins, and the market price of the Company's common stock.

         The Company has experienced and may continue to experience greater
fluctuations in revenues due to the impact of market conditions on commissions
resulting in some renewable contracts not being renewed, renewed on
substantially different terms or influenced by other circumstances. See
LITIGATION RISKS below.

FUTURE ACQUISITIONS

         One of the Company's strategic solutions to market conditions and to
growth has been to acquire international and domestic operations of similar and
related businesses. The ability of the Company to continue to successfully
acquire such businesses will depend on numerous factors that the Company may not
be able to control such as finding suitable candidates, successfully and quickly
integrating the businesses into its domestic and/or international operations,
profitably funding the acquisition, maintaining loan covenants, maintaining
sufficient management resources for evaluating and negotiating acquisitions,
minimizing the distractions from the business during


                                      -9-
<PAGE>


acquisitions and integrations, and successfully achieving anticipated benefits
from the acquisitions.

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 line 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 risks and uncertainties. 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 and
insurance intermediary lines of business also are subject to fluctuation, as
described above, the revenues from these core lines of business generally 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.
Additionally, the timing of the engagements can affect quarterly results, adding
to fluctuations in quarterly earnings which can impact the market price of the
Company's common stock.

         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
frequently involve technological capabilities and personnel skill sets that the
Company must acquire externally and/or build internally. The availability and
revenue potential for some of these opportunities are unknown or uncertain and
the ability of the Company to recognize gains from any strategic investments in
these opportunities cannot be assured. 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.


                                      -10-
<PAGE>


INTERNATIONAL OPERATIONS

         The Company has significantly increased its reinsurance intermediary
activity outside of its traditional territory in the United States. The Company
has offices in Buenos Aires, Copenhagen, London, Mexico City, Santiago, Sydney
and Munich. With these international operations come increased risks, including
the potential that the Company will not successfully integrate its international
operations with its domestic and other international operations, currency
exchange risks, unstable local insurance markets, unstable local economies,
legal and regulatory constraints and liabilities in jurisdictions where the
Company does not have significant experience, and political risks. The Company,
through its fourth quarter 2000 restructuring plan, intends to close various
foreign representative offices, thereby reducing its risk exposure, primarily in
the Pacific Rim.

FOREIGN CURRENCY

         The Company's primary functional currency is the U.S. dollar. The
functional currency of the Company's foreign operations is the currency of the
primary economic environment in which the subsidiary operates. Therefore,
fluctuations in foreign currency rates can have an impact on the Company's
results of operations. However, the Company anticipates that its exposure to
market risk in certain geographic areas that have experienced or are likely to
experience an economic downturn, such as the Pacific Rim and Latin America, is
minimal. Additional information is contained in the Company's 2000 Annual Report
to Shareholders under the caption Market Risk on page 10.



                                      -11-
<PAGE>

LITIGATION RISKS

         The Company is party to various lawsuits, as described in Item 3. Legal
Proceedings. The Company also could be adversely impacted by lawsuits and
arbitrations to which it is not a party, as described in the Unicover Litigation
and Workers' Compensation Reinsurance Issues discussion on pages 5 and 6 of the
"Management's Discussion and Analysis" section of the Company's 2000 Annual
Report to Shareholders. These lawsuits and arbitrations, depending on their
outcome, could have a material impact on the Company.

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.

         Insurance regulation, including the regulation of intermediaries, has
been subject to increased scrutiny by the National Association of Insurance
Commissioners (the "NAIC") and


                                      -12-
<PAGE>


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.

         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 interest rates.

STRATEGIC OPTIONS

         The Company previously announced that it has engaged Lazard Freres & Co
LLC to evaluate strategic options for the Company, including possible sale of
the Company. This activity could involve significant senior management time.
There can be no assurances that the evaluation of options will lead to any
particular action by the Company.

CREDIT FACILITY

         The Company has an outstanding credit facility, more particularly
described in Part IV, Item 14, which restricts some activities of the Company,
including use of offering proceeds, use of asset sales proceeds, use of funds,
and dividend declaration. There can be no assurance that the Company will be
able to meet the credit facility covenants should certain events occur such as a
significant decrease in revenues, or an inability to obtain adequate pricing for
any asset sales. There can be no assurances that the facility, which expires on
November 3, 2001, will be successfully renegotiated or replaced with another
facility at terms and rates favorable to the Company.


                                      -13-
<PAGE>


Item 2.

PROPERTIES

         The Company's physical properties consist primarily of leases of
commercial office space. As of December 31, 2000, the Company leased
approximately 346,000 square feet of office space, including approximately
228,000 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 various lawsuits to which the Company is a party are routine in nature and
incidental to the Company's business, with the following exceptions:

(1) E.W. Blanch Co. ("Blanch"), a subsidiary of the Company, is a third-party
defendant in a lawsuit venued in the Supreme Court of the State of New York,
County of New York. This lawsuit was instituted on February 16, 1999, and Blanch
was added as a third-party defendant on March 23, 1999. Plaintiffs are AIU
Insurance Company and various other insurance companies, all of whom are part of
the "AIG" group of companies. Defendants are Unicover Managers, Inc.
("Unicover") and ReliaStar Life Insurance Company ("ReliaStar"). Blanch was
joined in the lawsuit as a third-party defendant by ReliaStar.

In this lawsuit, AIG as plaintiff alleges that ReliaStar, through its agent
Unicover, agreed to provide certain reinsurance protection to AIG, relating to
workers' compensation insurance policies issued by the plaintiff AIG companies
in California and elsewhere in the United States. Defendants assert that the
reinsurance coverages in issue never were bound, and defendant ReliaStar further
asserts that if defendant Unicover in fact did bind those coverages, it acted
beyond the authority granted by ReliaStar.

In ReliaStar's third-party complaint against Blanch, ReliaStar alleges that
Blanch, as AIG's reinsurance broker on the reinsurance placements in issue, knew
or should have known that the reinsurance coverages were not bound and knew or
should have known that Unicover did not have the authority to bind ReliaStar to
those coverages.

The relief being sought by AIG in its complaint against ReliaStar and Unicover
is that defendants be required to honor the reinsurance commitments that AIG
alleges were made, and be required to pay an unspecified amount of money damages
for alleged breach of those reinsurance commitments and (with respect to
Unicover) for negligent misrepresentation.

The relief being sought by ReliaStar in its third-party complaint against Blanch
is that, in the event ReliaStar is found to be liable to AIG, Blanch be required
to indemnify and hold ReliaStar harmless for that liability, or in the
alternative, Blanch be required to make a contribution for a portion of that
liability in an amount to be determined by the Court.

Blanch, in turn, has filed a counterclaim against ReliaStar and Unicover. The
counterclaim


                                      -14-
<PAGE>


alleges that ReliaStar and Unicover, in fact, did bind the reinsurance coverages
in issue, and therefore, they owe Blanch the reinsurance brokerage to which
Blanch is entitled under those reinsurance contracts. Alternatively, if it is
determined that Unicover misrepresented its authority to bind ReliaStar, Blanch
should be awarded money damages resulting from its reliance on those
misrepresentations.

Discovery has been completed in this lawsuit. In an Order filed on July 19,
2000, the trial court granted ReliaStar's motion for summary judgement against
AIG. As part of that Order, the trial court dismissed ReliaStar's third-party
complaint against Blanch as moot. The trial court did not rule on Blanch's
counterclaims against ReliaStar and Unicover, but the effect of the ruling
likely is to dismiss Blanch's counterclaims. Both AIG and Blanch have appealed
this ruling, and that appeal is pending. The Company has established a reserve
for revenues recognized for these AIG reinsurance placements in prior years.

(2) The Company is a defendant and counterclaimant in a lawsuit venued in the
United States District Court for the District of Minnesota.
Plaintiffs/Counterdefendants are HomePlus Insurance Agency, Inc. and Securian
Financial Group, Inc. This lawsuit was instituted on May 1, 2000. Plaintiffs
allege that the Company is in breach of contract, with respect to an agreement
whereby the Company was to provide plaintiff with certain software products and
services, and certain other related services. The lawsuit asserts that as a
result of the Company's alleged breach of contract and breach of warranty,
plaintiffs have suffered damages in an amount to be proven at trial, which would
include, but not be limited to, $1.5 million allegedly paid by plaintiffs to the
Company to date. The Company has counterclaimed, asserting that the Company is
not in material breach under the contract in issue, and seeking damages for the
counterdefendants' failure and refusal to honor the agreement. Those damages
would include, but not be limited to, the account receivable currently on the
Company's books for this transaction, which is $4.1 million. This lawsuit is in
the pre-trial, discovery stage. The Company intends vigorously to defend the
claims against it and vigorously to pursue its counterclaims.

(3) On March 20, 2000, the Company was sued in Dallas, Texas County Court, by
Rodman Fox, a director and executive officer of the Company who resigned the
same day. The lawsuit seeks a declaration that the restrictive covenants in his
employment agreement are unenforceable. The Company has counterclaimed against
Mr. Fox and filed third-party claims against Paul Karon, Benfield Greig Group
plc, and various related Benfield Greig entities. Paul Karon was an executive
vice president of E.W. Blanch Co., who resigned with Mr. Fox on March 20, 2000.
Benfield Greig is the current employer of Mr. Fox and Mr. Karon. The Company's
counterclaim and third-party claims are based principally on alleged breach of
fiduciary duty, misappropriation of confidential information, and violation of
restrictive covenants, based on the alleged wrong doing of Mr. Fox, Mr. Karon
and Benfield Greig both before and after the resignations of Messrs. Fox and
Karon without prior notice on March 20, 2000. The trial court in an Order dated
June 13, 2000, granted the Company's motion for a temporary injunction,
restraining Fox and Karon from soliciting or assisting in the solicitation of
Company employees, and restraining Fox, Karon and Benfield Greig from
disseminating trade secrets or confidential information of the Company. The
trial court denied the Company's motion with respect to enforcement of the other
restrictive covenants in Fox and Karon's employment contract, finding them to be
unenforceable, and also denied the motion with respect to breach of


                                      -15-
<PAGE>


fiduciary duty, finding that while the Company had "demonstrated a probable
right to prevail" on the breach of fiduciary claims, an injunction was not
warranted because the Company has an adequate remedy at law in the form of a
jury award of damages. The Company has appealed the June 13, 2000 Order to the
extent it denies the Company's temporary injunction request. The trial court has
set a trial date on this matter for July 10, 2001.

(4) In a Complaint dated February 12, 2001, Andrew Baur as plaintiff, on behalf
of himself and others similarly situated, filed a shareholder derivative in the
United States District Court for the District of Minnesota, against the Company,
E. W. Blanch Co., Inc., Edgar W. Blanch, Jr., Chris L. Walker, Frank S.
Wilkinson, Jr. (a retired officer and director), and Ian D. Packer (former CFO).
The Complaint alleges that the defendants made certain false and misleading
statements to the investing public during the October 19, 1999 through March 20,
2000 time period, and that the individual defendants profited from these
statements by engaging in certain insider trading activities during that time
period. The Complaint alleges that the Company's stock traded at artificially
inflated prices during that time period, and seeks recovery on behalf of class
members for resulting damages. This Complaint has been followed by the filing of
another shareholder derivative lawsuit dated March 13, 2001, by William
Hauenstein as plaintiff, also in the United States District Court for the
District of Minnesota. This Complaint is identical to the Baur Complaint, except
that it expands the class period to February 25, 1999 through March 20, 2000.
The Company and the other defendants have not yet responded to these Complaints.
The Company intends to vigorously defend the allegations of the Complaint in
these lawsuits.

         The Company is engaged in other legal proceedings in the ordinary
course of business, none of which are likely to have a material adverse effect
on the consolidated financial position of the Company or the results of its
operations, in the opinion of management.


                                      -16-
<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 5, 2001)

<TABLE>
<CAPTION>
                                DATES ELECTED
NAME AND AGE                      TO OFFICE         PRESENT POSITION AND BUSINESS EXPERIENCE
------------                      ---------         ----------------------------------------
<S>                   <C>      <C>                  <C>
Chris L. Walker       (43)     1/25/01              Chairman, President, Chief Executive Officer and COO
                               7/27/95-1/24/01      President and Chief Operating Officer
                               3/03/93-7/27/95      Executive Vice President

Kaj Ahlmann           (50)     11/24/99             Vice Chairman
                               1993-1999            Chairman, President and Chief Executive Officer -
                                                    Employers Reinsurance Corporation (Reinsurer)

Susan B. Wollenberg   (37)     12/11/00             Executive Vice President and Chief Financial Officer
                               1/24/00-12/10/00     Senior Vice President and Chief Financial Officer
                               1995-2000            Second Vice President (Finance and Business Development) -
                                                    Employers Reinsurance Corporation (Reinsurer)
                               1993-1995            Assistant Vice President (Finance) - Employers
                                                    Reinsurance Corporation (Reinsurer)

Scott K. Billings     (38)     1/01/00              Senior Vice President and Chief Accounting Officer
                               1998-1999            Vice President and Controller
                               1994-1998            Assistant Controller and Controller - H.D. Vest, Inc.
                                                    (Financial Services)

Daniel P. O'Keefe     (48)     4/27/00              Executive Vice President, General Counsel and
                                                    Corporate Secretary
                               4/01/96-4/26/00      Senior Vice President, General Counsel and
                                                    Corporate Secretary
                               Prior to 4/01/96     Partner - Dorsey & Whitney LLP (Law Firm)
</TABLE>


                                      -17-
<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 33 of
the Company's 2000 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 3 of the Company's
2000 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 4
through 11 of the Company's 2000 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 page 10 of the Company's 2000
Annual Report to Shareholders.


Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information required by Item 8 is incorporated herein by reference
to pages 12 through 32 of the Company's 2000 Annual Report to Shareholders.


                                      -18-
<PAGE>


Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

         Not Applicable.


                                      -19-
<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 and 3 in the Company's proxy statement for its Annual Meeting of
Shareholders in 2001. 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 Compliance" of
the Company's proxy statement for its Annual Meeting of Shareholders in 2001.


Item 11.

EXECUTIVE COMPENSATION

         The information required by Item 11 is incorporated herein by reference
to the section entitled "Executive Compensation" in the Company's proxy
statement for its Annual Meeting of Shareholders in 2001.


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" in the
Company's proxy statement for its Annual Meeting of Shareholders in 2001.


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" in the
Company's proxy statement for its Annual Meeting of Shareholders in 2001.


                                      -20-
<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 2000 Annual Report to Shareholders are
         incorporated by reference into this Report by Item 8 hereof:

         Report of Independent Auditors
         Consolidated Statements of Operations for the years ended December 31,
         2000, 1999 and 1998
         Consolidated Balance Sheets as of December 31, 2000 and 1999
         Consolidated Statements of Cash Flows for the years ended December 31,
         2000, 1999 and 1998
         Consolidated Statements of Shareholders' Equity for the years ended
         December 31, 2000, 1999 and 1998
         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 pages 22 through 23 hereof.

(b)      Reports on Form 8-K

         The registrant filed a current report on Form 8-K on February 2, 2001.
         The report contained the Company's press release reporting the
         appointment of Chris L. Walker, President and Chief Operating Officer,
         to the additional posts of Chief Executive Officer and Chairman of the
         Board, replacing Edgar W. Blanch, Jr., who was named Chairman Emeritus.

(c)      Exhibits

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

(d)      Financial Statement Schedules

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


                                      -21-
<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 27, 2001.


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


                              By:    /s/ Chris L. Walker
                                  ---------------------------------------
                                  Chris L. Walker, 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 27, 2001.

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

   /s/ Chris L. Walker            Chairman of the Board, Chief Executive Officer
------------------------------    and Director
Chris L. Walker

   /s/ Susan B. Wollenberg        Executive Vice President and Chief Financial
------------------------------    Officer
Susan B. Wollenberg

   /s/ Scott K. Billings          Senior Vice President and Chief Accounting
------------------------------    Officer
Scott K. Billings

         Chris L. Walker, pursuant to powers of attorney which are being filed
with this Annual Report on Form 10-K, has signed below on March 27, 2001 as
attorney-in-fact for the following directors of the Registrant:

         James N. Land, Jr.     William B. Madden
         Steven G. Rothmeier    Gerald A. Isom
         Paul B. Ingrey         Edgar W. Blanch, Jr.
         Kaj Ahlmann

                                      /s/ Chris L. Walker
                              -------------------------------------
                                          Chris L. Walker
                                          Attorney-in-fact


                                      -22-
<PAGE>


                                INDEX TO EXHIBITS

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

3.1           Restated Certificate of Incorporation of the Company (11)

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 (8)

4.4           Credit Agreement, dated as of November 3, 1998, between the
              Company and Nationsbank, N.A., as Agent (10)

4.5           Ninth Amendment to Credit Agreement, dated as of February 20,
              2001, between the Company and Bank of America, N.A., as Agent (1)

10.1*         Non-Employee Directors Stock Plan (2)

10.2*         Directors' Stock Option Plan (6)

10.3*         1993 Stock Incentive Plan, as amended (10)

10.4*         1997 Stock Incentive Plan (6)

10.5*         Executive Restricted Stock Incentive Plan (6)

10.6*         2000 Management Incentive Plan (1)

10.7*         K2 Technologies, Inc. 1994 Stock Plan (9)

10.8*         K2 Technologies, Inc. 1996 Stock Plan (9)

10.9*         K2 Technologies, Inc. 1998 Key Person Stock Option Plan (9)

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 (10)

10.14*        Specimen Severance Agreement (5)

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


                                      -23-
<PAGE>


10.16*        Employment Agreement between the Company and Kaj Ahlmann (12)

10.17*        Employment Agreement between the Company and Susan B. Wollenberg
              (13)

10.18*        2000 Stock Incentive Plan (1)

10.19*        Severance/Retention Agreement and General Release between the
              Company and Kaj Ahlmann (1)

11            Computation of Earnings per Share (7)

13            Portions of the 2000 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 Quarterly Report on Form 10-Q for the fiscal
         quarter ended June 30, 1997.
(5)      Filed with the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended September 30, 1997.
(6)      Filed with the Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1997.
(7)      The information required by Exhibit 11 is incorporated by reference to
         Note 9 to the Company's Consolidated Financial Statements for the year
         ended December 31, 2000 included in Exhibit 13 with this Annual Report
         on Form 10-K.
(8)      Incorporated by reference to Amendment number one to the Company's
         registration statement on Form 8-A dated November 18, 1998.
(9)      Filed with the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended September 30, 1998.
(10)     Filed with the Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1998.
(11)     Filed with the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended June 30, 2000.
(12)     Filed with the Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1999.
(13)     Filed with the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 31, 2000.
*        Management contract and compensatory plan or arrangement required to be
         filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.


                                      -24-