SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[xx]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE         
         SECURITIES EXCHANGE ACT OF 1934

         For the Quarterly Period Ended March 31, 1999

                                       OR

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

                          Commission File Number 1-7461

                       ACCEPTANCE INSURANCE COMPANIES INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                   31-0742926
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification Number)


222 South 15th St., Suite 600 N.
          Omaha, Nebraska                              68102
 (Address of principal executive offices)           (Zip Code)

     Registrant's telephone number, including area code: (402) 344-8800

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 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   XX                  NO           

The number of shares of each class of the Registrant's common stock outstanding
on May 11, 1999 was:

         Class of Common Stock                 No. of Shares Outstanding
      Common Stock, $.40 Par Value                    14,244,104
 
                                 

 <PAGE>
              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES


                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                           
                                                                              
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements:

                  Consolidated Balance Sheets
                  March 31, 1999  (unaudited) and December 31, 1998 (audited)

                  Consolidated Statements of Operations (unaudited)
                  Three Months Ended March 31, 1999 and 1998                

                  Consolidated Statements of Cash Flows (unaudited)
                  Three Months Ended March 31, 1999 and 1998                

                  Notes to Interim Consolidated Financial Statements(unaudited)

         Item 2.  Management's Discussion and Analysis of Financial 
                  Condition and Results of Operations                        
PART II.  OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K                           

         Signatures                                                          

                              
<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                   March 31,        December 31,
                                                                                     1999              1998      
                                                                                  (unaudited)        (audited)
                                                                                  _____________    ____________ 
         ASSETS
<S>                                                                               <C>              <C>                  
Investments:
   Fixed maturities available-for-sale.....................................       $    351,555     $   337,107
   Marketable equity securities - preferred stock..........................             22,363          27,316
   Marketable equity securities - common stock...........................               40,636          44,371
   Mortgage loans and other investments....................................              9,391           9,549
   Real estate.............................................................              3,297           3,300
   Short-term investments, at cost, which approximates
     market................................................................             75,276          67,754 
                                                                                  _____________     ___________              
                                                                                       502,518         489,397

Cash.......................................................................              5,877           6,897
Receivables, net...........................................................            153,616         185,951
Reinsurance recoverable on unpaid losses and loss
  adjustment expenses......................................................            224,067         238,769
Prepaid reinsurance premiums...............................................             72,000          76,663
Property and equipment, net................................................             17,126          16,425
Deferred policy acquisition costs..........................................             24,346          25,433
Excess of cost over acquired net assets....................................             33,085          33,363
Deferred income tax........................................................              5,561           6,901
Other assets...............................................................             17,990          13,144 
                                                                                  _____________     __________    
       Total assets........................................................       $  1,056,186      $1,092,943  

                                                                                  =============     ==========
         LIABILITIES AND STOCKHOLDERS' EQUITY
Losses and loss adjustment expenses........................................       $    496,378     $   524,744
Unearned premiums..........................................................            154,855         162,037
Amounts payable to reinsurers..............................................             45,937          35,840
Accounts payable and accrued liabilities...................................             13,591          24,293
Bank borrowings............................................................             15,000          15,000
Company - obligated mandatorily redeemable Preferred Securities of
  AICI Capital Trust, holding solely Junior Subordinated Debentures
  of the Company...........................................................             94,875          94,875
                                                                                   ____________     ___________    
    Total liabilities     .................................................            820,636         856,789
Contingencies..............................................................                --             --
Stockholders' equity:
   Preferred stock, no par value, 5,000,000 shares
     authorized, none issued...............................................                --             --
   Common stock, $.40 par value, 40,000,000
     shares authorized, 15,473,004 and 15,466,860
     shares issued.........................................................              6,189           6,187
   Capital in excess of par value..........................................            198,749         198,657
   Accumulated other comprehensive
     income, net of tax....................................................              1,583           5,305
   Retained earnings.......................................................             55,305          52,281 
                                                                                  ______________    ___________  
                                                                                       261,826         262,430
Less:
    Treasury stock, at cost, 1,209,520 shares..............................            (26,047)        (26,047)
    Contingent stock, 20,396 shares.......................................                (229)           (229)
                                                                                  ______________    ___________   
     Total stockholders' equity............................................            235,550         236,154  
                                                                                  ______________    ___________
     Total liabilities and stockholders' equity............................       $  1,056,186      $1,092,943     
                                                                                  ==============    ===========   

</TABLE>
               The accompanying notes are an integral part of the
                   interim consolidated financial statements.

<PAGE>                    

              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               for the three months ended March 31, 1999 and 1998
                      (in thousands, except per share data)
                                   (unaudited)
 <TABLE>
<CAPTION>
                                                                                         1999               1998 
                                                                                       ________           _______          
<S>                                                                                    <C>                <C> 
Revenues:
   Insurance premiums earned......................................................     $ 53,571           $69,003
   Net investment income..........................................................        6,244             6,920
   Net realized capital gains.....................................................        2,480             2,841 
                                                                                       ________           ________ 
                                                                                         62,295            78,764
Costs and expenses:
   Costs of revenues:
    Insurance losses and loss adjustment expenses.................................       36,876            46,301
    Insurance underwriting expenses...............................................       18,168            21,200
    General and administrative expenses...........................................          553               656
                                                                                       _________          ________     
                                                                                         55,597            68,157 
                                                                                       _________          ________     
Operating profit..................................................................        6,698            10,607  
                                                                                       _________          ________
Other income (expense):
    Interest expense..............................................................       (2,390)           (2,165)
    Share of net loss of investee.................................................         --                (704)
    Other, net....................................................................           14                34 
                                                                                       _________          ________  
                                                                                         (2,376)           (2,835)
                                                                                       _________          ________  
Income before income taxes and cumulative effect
   of change in accounting principles  ...........................................        4,322             7,772
Income tax expense (benefit):
   Current........................................................................       (2,567)            1,409
   Deferred.....................................................................          3,527               205 
                                                                                       _________           _______     

Income before cumulative effect of change in
  accounting principles...........................................................        3,362             6,158
 
Cumulative effect of change in accounting principles..............................          338              --   
                                                                                       __________          _______     

Net income........................................................................     $  3,024           $ 6,158 
                                                                                       ==========          ========           

Earnings (loss) per share:
 Basic:
   Income before cumulative effect of change in
       accounting principles......................................................     $    .24           $   .40
   Cumulative effect of change in accounting principles...........................         (.02)              --
   Net income.....................................................................          .21               .40

 Diluted:
   Income before cumulative effect of change in
     accounting principles........................................................     $    .23           $   .40
   Cumulative effect of change in accounting principles..........................          (.02)              --
   Net income.....................................................................          .21               .40
</TABLE> 
              The accompanying notes are an integral part of the
                   interim consolidated financial statements.

<PAGE>                                                                 

              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               for the three months ended March 31, 1999 and 1998
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                            1999                1998 
                                                                                      _____________       _____________    
<S>                                                                                   <C>                 <C>     
Cash flows from operating activities:
   Net income......................................................................   $       3,024       $     6,158
   Net adjustment to reconcile net income to net cash provided by
     operating activities..........................................................          14,064            48,457
                                                                                      ______________      ____________  

       Net cash provided by operating activities...................................          17,088            54,615 
                                                                                      ______________      ____________       

Cash flows from investing activities:
   Proceeds from sales of investments available-for-sale.........................            49,422            31,308
   Proceeds from maturities of investments ........................................           1,147             1,223
   Proceeds from maturities of investments available-for-sale......................          16,712            19,138
   Purchases of investments........................................................         (22,918)             (985)
   Purchases of investments available-for-sale.....................................         (75,247)         (107,804)
   Purchases of property and equipment.............................................          (1,765)           (1,075)
                                                                                      ______________       ___________  

        Net cash used for investing activities.....................................         (32,649)          (58,195)
                                                                                      ______________       ___________       


Cash flows from financing activities:
   Proceeds from issuance of common stock..........................................              94               268 
                                                                                      ______________       ___________      
 
        Net cash provided by financing activities..................................              94               268 
                                                                                      ______________       ___________  

Net increase (decrease) in cash and short-term investments.........................         (15,467)           (3,312)
Cash and short-term investments at beginning of period.............................          72,822            38,316 
                                                                                      ______________       ___________   

Cash and short-term investments at end of period...................................    $     57,355        $   35,004 
                                                                                      ==============       ===========      

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest........................................    $      2,360        $    2,135 
                                                                                      ==============       ===========     
   Cash paid during the period for income taxes....................................    $     (7,184)       $        4    
                                                                                      ==============       ===========
</TABLE>


               The accompanying notes are an integral part of the
                   interim consolidated financial statements.








<PAGE>

              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



1. Summary of Significant Accounting Policies:

   Principles of Consolidation

   The Company's consolidated financial statements include the accounts of
   Acceptance Insurance Companies Inc. and its majority owned subsidiaries 
   (the "Company").  All significant intercompany transactions have been
   eliminated.

   Management's Opinion

   The accompanying consolidated financial statements reflect all adjustments,
   consisting only of normal recurring adjustments except as otherwise
   disclosed, which in the opinion of management are considered necessary to
   fairly present the Company's financial position as of  March 31, 1999 and
   December 31, 1998, and the results of operations for the three months ended
   March 31, 1999 and 1998 and cash flows for the three months ended March 31,
   1999 and 1998.

   Statements of Cash Flows

   The Company aggregates cash and short-term investments with maturity dates 
   of three months or less from the date of purchase for purposes of reporting
   cash flows.  As of March 31, 1999 approximately $23,798,000 of short-term
   investments had a maturity date at acquisition of greater than three months.
 

   Recent Statements of Financial Accounting Standards

   In June 1998, the Financial Accounting Standards Board (FASB) issued 
   Statement of Financial Accounting Standards No. 133 (SFAS No. 133), 
   "Accounting for Derivative Instruments and Hedging Activities", which 
   establishes accounting and reporting standards for derivative instruments,
   including certain derivative instruments embedded in other contracts, and
   for hedging activities. SFAS No. 133 is effective for all fiscal quarters of
   fiscal years beginning after June 15, 1999. Management does not expect the
   adoption of SFAS No. 133 to have a material impact to the Company's 
   consolidated financial statements.
 
   Change in Accounting Principles

   In December 1997, the Accounting Standards Executive Committee of the 
   American Institute of Certified Public Accountants (AcSEC) issued Statement
   of Position 97-3, "Accounting by Insurance and Other Enterprises for
   Insurance-Related Assessments" (SOP 97-3). SOP 97-3 provides guidance for
   determining when an entity should recognize a liability for guaranty-fund
   and other insurance-related assessments, how to measure that liability, and 
   when an asset may be recognized for the recovery of such assessments through
   premium tax offsets. The Company adopted SOP 97-3 on January 1, 1999 
   resulting in a cumulative effect of change in accounting principles of
   $338,000.

   Reclassifications

   Certain prior period amounts have been reclassified to conform with current
   year presentation.






                                                            

<PAGE>

              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                   (unaudited)



 

2. Investments:

   The amortized cost and related market values of debt and equity securities
   in the accompanying balance sheets are as follows (in thousands):
<TABLE>
<CAPTION>
                                                                      Gross              Gross
                                                   Amortized          Unrealized         Unrealized       Market
                                                   Cost               Gains              Losses           Value 
                                                 ____________       ____________        ____________    ___________   
<S>                                              <C>                <C>                 <C>             <C>         
March 31, 1999:
    Fixed maturities available-for-sale:
    U.S. Treasury and government
     securities.............................     $   110,360        $        816        $      526      $  110,650
   States, municipalities and political
     subdivisions...........................         165,630               4,449               379         169,700
   Mortgage-backed securities...............          33,746                  36               445          33,337
   Other debt securities....................          42,497                 886             5,515          37,868
                                                 ____________       ____________        ___________     ___________  
                                                 $   352,233        $      6,187        $    6,865      $  351,555
                                                 ============       ============        ===========     ===========  

   Marketable equity securities -
     preferred stock........................     $    22,342        $        538        $      517      $   22,363
                                                 ============       ============        ===========     ===========    

   Marketable equity securities -
     common stock...........................     $    37,546        $      8,686        $    5,596      $   40,636
                                                 ============       ============        ===========     ===========  

December 31, 1998:
   Fixed maturities available-for-sale:
   U.S. Treasury and government
     securities.............................     $    77,671        $      1,228        $      114      $    78,785
   States, municipalities and political
     subdivisions...........................         161,017               6,278                93          167,202
   Mortgage-backed securities...............          38,475                  42               590           37,927
   Other debt securities....................          56,786               1,795             5,388           53,193
                                                 ____________       ____________        ___________      ___________     

                                                 $   333,949        $      9,343        $    6,185      $   337,107 
                                                 ============       ============        ===========      ===========    

   Marketable equity securities -
     preferred stock........................     $    27,246        $        494        $      424      $    27,316 
                                                 ============       ============        ===========      =========== 

   Marketable equity securities -
     common stock...........................     $    39,438        $      9,718        $    4,785      $    44,371 
                                                 ============       ============        ===========      ===========    
</TABLE>







<PAGE>   

              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                   (unaudited)



3.       Insurance Premiums and Claims:

         Insurance premiums written and earned by the Company's insurance 
         subsidiaries for the three months ended  March 31, 1999 and 1998 are
         as follows (in thousands):
<TABLE>
<CAPTION>
 
                                                                                      1999              1998  
                                                                                   __________        __________     
               <S>                                                                 <C>               <C>  
               Direct premiums written..........................................   $ 121,647         $ 128,328
               Assumed premiums written.........................................       4,467             9,032
               Ceded premiums written...........................................     (75,062)          (61,768)
                                                                                   __________        __________   
 
                   Net premiums written.........................................   $  51,052         $  75,592 
                                                                                   ==========        ========== 

               Direct premiums earned...........................................   $ 126,799         $ 121,671
               Assumed premiums earned..........................................       6,497             9,644
               Ceded premiums earned............................................     (79,725)          (62,312)
                                                                                   __________        __________      
 
                   Net premiums earned..........................................   $  53,571         $  69,003 
                                                                                   ==========        ==========     
</TABLE>
 
         Insurance loss and loss adjustment expenses have been reduced by 
         recoveries recognized under reinsurance contracts of approximately 
         $62,513,000 and $23,417,000 for the three months ended March 31, 1999
         and 1998, respectively.


4.       Bank Borrowings: 

         The Company's $65 million Revolving Credit Facility with its bank 
         lenders is subject to automatic reductions on a quarterly basis
         beginning March 31, 1999. The reduction at March 31, 1999 reduced the
         Revolving Credit Facility to $63.5 million. The Company selects its
         interest rate as either the prime rate or LIBOR plus a margin of .50%
         to 1.25% depending on the Company's debt to equity ratio.  Interest is
         payable quarterly.  At March 31, 1999, the Company had $15 million
         outstanding under this arrangement at a weighted average interest cost
         of 6.0%.
 
5.       Company-obligated mandatorily redeemable Preferred Securities of AICI 
         Capital Trust, holding solely Junior Subordinated Debentures of the 
         Company:

         In 1997, AICI Capital Trust, a Delaware business trust organized by
         the Company (the "Issuer Trust") issued 3.795 million shares or 
         $94.875 million aggregate liquidation amount of its 9% Preferred 
         Securities (liquidation amount $25 per Preferred Security). The 
         Company owns all of the common securities (the "Common Securities") of
         the Issuer Trust.  The Preferred Securities represent preferred 
         undivided beneficial interests in the Issuer Trust's assets. The 
         assets of the Issuer Trust consist solely of the Company's 9% Junior
         Subordinated Debentures due 2027 which were issued in 1997 in an
         amount equal to the total of the Preferred Securities and the Common 
         Securities.









<PAGE>
                                                             

              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                   (unaudited)

 
         Distributions on the Preferred Securities and Junior Subordinated
         Debentures are cumulative, accrue from the date of issuance and are 
         payable quarterly in arrears.  The Junior Subordinated Debentures are 
         subordinate and junior in right of payment to all senior indebtedness 
         of the Company and are subject to certain events of default and
         redemption provisions, all as described in the Junior Debenture
         Indenture.  At March 31, 1999, the Company had $94.875 million 
         outstanding at a weighted average interest cost of 9.1%.

6.       Income Taxes:

         As of March 31, 1999, management believes it is more likely than not
         that the Company will realize a portion of the deferred tax asset. 
         The valuation allowance at March 31, 1999 primarily relates to capital
         loss items whose realization is uncertain.  The net deferred tax asset
         is as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                        March 31,      December 31,
                                                                                          1999            1998       
                                                                                        __________     ___________   
        <S>                                                                             <C>             <C>                     
        Unpaid losses and loss adjustment expenses.................................       10,723          12,512
        Unearned premiums..........................................................        5,800           5,976
        Allowances for doubtful accounts...........................................        1,895           1,822
        Other......................................................................          590           2,344
        Unrealized loss on fixed maturities available-for-sale.....................          237             --   
                                                                                        _________       __________ 
        Deferred tax asset.........................................................       19,245          22,654  
                                                                                        _________       __________  

        Deferred policy acquisition costs..........................................       (8,521)         (8,902)
        Other......................................................................       (2,130)         (2,051)
        Unrealized gain on fixed maturities available-for-sale.....................          --           (1,105)
        Unrealized gain on marketable equity securities                                   (1,089)         (1,751)
        Unrealized gain on consolidated subsidiaries held for sale.................       (1,869)         (1,869)
                                                                                        _________       _________                
        Deferred tax liability   ..................................................      (13,609)        (15,678)
                                                                                        _________       _________ 
                                                                                           5,636           6,976
 
        Valuation allowance........................................................          (75)            (75) 
                                                                                        _________       _________     
        Net deferred tax asset.....................................................     $  5,561        $  6,901 
                                                                                        =========       =========      
 </TABLE>


        Income taxes computed by applying statutory rates to income before
        income taxes are reconciled to the provision for income taxes set forth
        in the consolidated financial statements as follows (in thousands):
<TABLE>
<CAPTION>
                                                                                                 March 31,         
                                                                                        __________________________  
                                                                                           1999            1998
                                                                                        _________       __________   
        <S>                                                                             <C>             <C>          
        Computed U.S. federal income taxes...................................           $  1,513        $  2,721
        Nondeductible amortization of goodwill and other intangibles..........               114             109
        Tax-exempt interest income............................................              (622)           (570)
        Dividends received deduction..........................................              (205)           (239)
        Recognition of a portion of the deferred tax asset....................                --           (1,036)
        Other.................................................................               160             629
                                                                                        _________       __________         
            Income taxes provided...........................................            $    960        $  1,614
                                                                                        =========       ==========        

</TABLE>

<PAGE>

                                                             

              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                   (unaudited)


7.        Net Income Per Share:
 
          Basic and diluted net income per share for the three months ended 
          March 31, 1999, and 1998 are as follows:

<TABLE>
<CAPTION>
                                                                                                       March 31    
                                                                                            ________________________________     
                                                                                              1999                   1998 
                                                                                            _________             __________   
        <S>                                                                                 <C>                   <C>            
        Income before cumulative effect of change in accounting principles                  $  3,362              $   6,158
        Cumulative effect of change in accounting principles                                     338                    --
                                                                                            _________             __________    
        Net income                                                                          $  3,024              $   6,158
                                                                                            =========             ==========    

        Weighted average common shares outstanding                                            14,241                 15,210
                Dilutive effect of contingent shares                                              21                     21
                Dilutive effect of stock options                                                  80                    224
                                                                                            _________             __________  

        Diluted weighted average common and equivalent shares outstanding                     14,342                 15,455
                                                                                            =========             ==========     
        Earnings (loss) per share:
             Basic:
                Income before cumulative effect of change in
                  accounting principles                                                     $    .24              $     .40
                Cumulative effect of change in accounting principles                            (.02)                   --
                Net income                                                                       .21                    .40
 
             Diluted:
                Income before cumulative effect of change in
                  accounting principles                                                     $    .23              $     .40
                Cumulative effect of change in accounting principles                            (.02)                   --
                Net income                                                                       .21                    .40
</TABLE>
 
8.      Comprehensive Income:

        Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
        Comprehensive Income."  The comprehensive income, for the quarters 
        ended March 31, 1999, and 1998 are as follows:

<TABLE>
<CAPTION>
                                                                                                       March 31,           
                                                                                            ________________________________   
                                                                                              1999                    1998   
                                                                                            _________             __________    
           <S>                                                                              <C>                   <C>    
           Net income                                                                       $  3,024              $   6,158
 
             Other comprehensive income:
                Unrealized gains (losses) of investments,
                  net of reclassification adjustments                                         (5,726)                 3,719
                Deferred income tax expense (benefit) on changes                              (2,004)                 1,302
                                                                                            _________             __________   

                Other comprehensive income                                                    (3,722)                 2,417
                                                                                            __________            __________   

             Comprehensive income                                                           $   (698)             $   8,575
                                                                                            ==========            ==========    
</TABLE>




<PAGE>

              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                   (unaudited)

9.      Business Segments:

        The Company is engaged in the specialty property and casualty and the 
        crop insurance business. The Property and Casualty Insurance segment
        consists of excess and surpus lines liability and property, substandard
        property, specialty automobile, workers' compensation, professional 
        liability, and specialty coverages for transportation risks, temporary
        help agencies, condominiums, rural markets, and fine arts. The 
        principal lines of the Crop Insurance segment are MPCI and crop hail
        insurance. 

        The accounting policies of the segments are the same as those described
        in the summary of significant accounting policies. Management evaluates
        the performance of and allocates it resources to its operating segments
        based on income before income taxes. Interest income and interest 
        expense are primarily allocated to segments based upon estimated 
        investments and capital, respectively. For the three months ended March
        31, 1999 and 1998, there were no material intersegment transactions.  
        Management does not utilize assets as a significant measurement tool 
        for evaluating segments.

        Segment revenues and segment operating profit for the three months
        ended March 31 are as follows:

<TABLE>
<CAPTION>
                                                                    Property and
                                                                    Casualty              Crop
                                                                    Insurance             Insurance              Total    
                                                                   _____________          __________            __________      
        <S>                                                        <C>                    <C>                   <C>
                                    1999
        Revenues                                                   $      61,123          $   1,172             $  62,295 
                                                                   =============          ==========            ==========   
        Operating profit (loss)                                            5,511              1,187                 6,698
 
        Interest expense and other                                         1,435                941                 2,376 
                                                                    ____________          __________            __________       
 
        Income before income taxes                                 $       4,076          $     246             $   4,322 
                                                                   =============          ==========            ==========     

 
                                  1998
        Revenues                                                   $      74,429          $   4,335             $  78,764 
                                                                   =============          ==========            ==========      
 
        Operating profit (loss)                                            6,281              4,326                10,607

        Interest expense and other                                         1,920                915                 2,835
                                                                   _____________          __________            __________       

        Income before income taxes                                 $       4,361          $   3,411             $   7,772
                                                                   =============          ===========           ==========     
 
</TABLE>
        The Company does not have a single customer which represents 10% or 
        more of its consolidated revenues. In addition, substantially all
        revenue of the Company's reportable segments are attributed to or 
        located in the United States.
 


10.     Subsequent Event:

        On May 11, 1999, the Company entered into a definitive agreement with
        Millers American Group, Inc. ("Millers") for the sale of the Company's
        non-standard  automobile business, including Phoenix Indemnity 
        Insurance Company ("Phoenix Indemnity") to Millers. Under this
        agreement, the Company will transfer all of its non-standard automobile
        business and all outstanding stock of Phoenix Indemnity to Millers in 
        exchange for approximately $25 million in cash. The sale is subject to
        customary regulatory approvals.  At closing, the effect of the
        transaction to after-tax income is expected to be immaterial.



<PAGE>
                                                           

PART 1.
ITEM 2.
              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following discussion and analysis of financial condition and 
results of operations of the Company and its consolidated subsidiaries is based
upon the Company's interim consolidated financial statements and the notes
thereto included in this report.

                              RESULTS OF OPERATIONS

                           Forward-Looking Information

Except for the historical information contained in this Quarterly Report on 
Form 10-Q, matters discussed herein may constitute forward-looking information,
within the meaning of the Private Securities Litigation Reform Act of 1995.  
Such forward-looking information reflects the Company's current best estimates 
regarding future operations, but, since these are only estimates, actual
results may differ materially from such estimates.

A variety of events, most of which are outside the Company's control, cannot be
accurately predicted and may materially impact estimates of future operations. 
Important among such factors are weather conditions, natural disasters, changes
in state and federal regulations, price competition impacting premium levels, 
changes in tax laws, financial market performance, changes in court decisions
effecting coverages, and general economic conditions.

The Company's results are significantly impacted by its crop business,
particularly its MPCI line.  Results from the crop lines are not generally
known until the third and fourth quarters of the year, after crops are
harvested.  Crop results are particularly dependent on events beyond the
Company's control, notably weather conditions during the crop growing season in
the states where the Company writes a substantial amount of its crop insurance,
and, with the introduction of the Company's Crop Revenue Coverage, the market
price of grains on various commodity exchanges.  Additionally, federal 
regulations governing aspects of crop insurance are frequently modified, and 
any such changes may impact crop insurance results.

Forward-looking information set forth herein does not take into account any 
impact from any adverse weather conditions during the 1999 crop season, or the 
various other factors noted above which may affect crop and non-crop operating 
results.

                        Three months ended March 31, 1999
                  Compared to three months ended March 31, 1998

The Company's operating profit and net income decreased 36.9% and 50.9%
respectively during the three months ended March 31, 1999 as compared to the
same period in 1998.  The reduction in operating profit and net income was 
effected by a reduction in net premiums written in the Company's property and 
casualty segment, reduced underwriting expenses, improved underwriting results 
in the Company's property and casualty segment, lower general and 
administrative expenses, a reduction in investment income and realized gains,
and higher interest expense.  Certain non-recurring events also effected the
quarter to quarter comparisons from 1998 to 1999.  During the first quarter of
1998, the Company benefited from additional profit sharing earned in the 
previous year under the Company's Multi-Peril Crop Insurance program. Results
in the first quarter of 1999 were negatively impacted by charges associated 
with the previously announced restructuring of the Company's property and 
casualty segment.  In addition, the net income of the Company was effected in 
the first quarter of 1999 by the cumulative effect of a change in accounting 
principles adopted on January 1, 1999.

The Company previously announced a restructuring of its property and casualty
segment in which  approximately one-third of its property and casualty gross
written premiums for 1998 were discontinued.  Accordingly, during the first 
quarter of 1999, the Company's net premiums written declined by 32.5% as
compared to the first quarter of 1998.  Insurance underwriting expenses in the
first quarter of 1999 declined from the first quarter of 1998, but only by 
14.3%. The Company's ratio of losses and loss adjustment expenses incurred to 
earned premiums, however, fell by 1.9% from 69.7% during the first quarter of
1998 to 67.8% during the first quarter of 1999, and the Company's general and
administrative expenses fell by 15.7% in the first three months of 1999 as 
compared to the same period in 1998.
<PAGE>

The Company's net investment income declined from approximately $6.9 million
during the first three months of 1998 to $6.2 million during the first three
months of 1999.  While the size of the Company's investment portfolio increased
from an average outstanding portfolio of $471.8 million during the three months
ended March 31, 1998 to an average outstanding portfolio of $487.4 million 
during the three months ended March 31, 1999, the Company's yield declined
from 5.87% during the first quarter of 1998 to 5.12% during the first quarter
of 1999.  This decrease in yield resulted as several of the Company's higher 
yielding preferred stock investments were called and the size of the Company's
holdings in tax advantaged municipal securities increased, and as overall 
interest rates decreased by approximately 60 basis points from the first 
quarter of 1998 to the first quarter of 1999.  As the Company discontinued 
nearly one-third of its property and casualty business, the duration of the 
portfolio was shortened and the overall credit quality of the portfolio
improved in order to maintain needed liquidity.  In addition, net realized 
gains for the first quarter of 1999 were $2.5 million as compared to net
realized capital gains in the first quarter of 1998 of $2.8 million, a 12.7% 
reduction.

The Company's net income was also affected by a 10.4% increase in interest 
expense for the first quarter of 1999 as compared to the first quarter of 1998.
This was principally a result of increased borrowings by the Company as average
borrowings increased from $94.9 million during the three months ended March 31,
1998 to $109.9 million during the three months ended March 31, 1999.  The 
additional borrowings were made under the Company's Revolving Credit Facility 
(see "Liquidity and Capital Resources - The Company Parent Only") in order to
finance a portion of the Company's stock repurchase program.  The Company 
expects to pay down substantially all of its current borrowings under the 
Revolving Credit Facility during the second quarter of 1999.

The Company's results for the first quarter of 1999 as compared to the first 
quarter of 1998 were also affected by certain non-recurring events.  During the
first quarter of 1998, the Company recognized underwriting profits of $3.2 
million in its crop segment as compared with a loss of $.1 million during the
first quarter of 1999.  In the first quarter of 1998, profit was derived from
the recording of additional profit sharing from the previous year under the 
Company's Multi-Peril Crop Insurance program.  The Company's estimate of its 
profit sharing under the MPCI program at December 31, 1997 was affected by a
severe early winter snowstorm which affected geographic areas where the Company
had a high concentration of crop insurance.  As the crops were harvested, the
effect of this snowstorm was minimal, and therefore, the Company made an
adjustment during the first quarter of 1998 for its previous year's results.  
During the fourth quarter of 1998, a severe freeze in California affected the 
Company's crop writings in that geographic area.  Negative development during
the first quarter of 1999 from this event offset positive development elsewhere
in the Company's crop operations.  Consequently, during the first quarter of 
1999, there was no benefit from additional profit sharing earned in prior years.

Also during the first quarter of 1999, the Company experienced increased demand
for its crop segment products, particularly products sold under the federally
subsidized Multi-Peril Crop Insurance program and the Company's proprietary
Crop Revenue Coverage Plus product.  The Company records premiums and expenses
associated with these products in the third quarter of each year after final 
planted acreages are reported and corresponding final premiums are calculated.
The effect of any potential losses associated with these products also cannot 
be determined until the third and fourth quarter of the year as harvesting is 
completed.  Therefore, there is no material effect in the Company's results in
the first quarter of 1999 from this increase in sales activity.  To respond to 
this demand, and to obtain reinsurance capacity for the increase in premiums, 
the Company elected to close its sales season early and reduce coverage offered
for some crops.  The Company expects that the benefits of additional revenue
generated will be offset by increased expenses associated with obtaining 
additional reinsurance capacity, processing the unexpected increase in volume 
of business, regulatory compliance, and legal expense when revenues and 
expenses are recognized in the third quarter of 1999.  In addition, the Company
expects its exposure to net loss in 1999 to increase by approximately $5.0 
million from historical levels.  Premiums ceded to reinsurers also increased 
in 1999 and may increase in future years in order to maintain needed 
reinsurance capacity.

<PAGE>
The Company's net income in the first quarter of 1999 was also affected by the
cumulative effect of a change in accounting principles adopted on January 1,
1999.  (See "Recent Accounting Standards").  The Company adopted SOP 97-3 on 
January 1, 1999 resulting in a cumulative effect of a change in accounting 
principles of $338,000.

Eliminating the effects of these non-recurring events, the Company increased 
its operating profit by approximately 9.5% from $7.4 million during the first
quarter of 1998 to $8.1 million during the first quarter of 1999.  This 
improvement in operating profit is principally the result of the Company's
improved underwriting results in its property and casualty segment.  The 
Company's combined ratio of losses, loss adjustment expenses, and underwriting 
expenses to net earned premiums improved from 102.6% during the first quarter 
of 1998 to 100.0% during the first quarter of 1999, resulting in an 
approximately $1.7 million improvement in the underwriting results of its 
property and casualty segment.

                                                        

                           Recent Accounting Standards

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement 
of Financial Accounting Standards No. 133 (SFAS No. 133), "Accounting for 
Derivative Instruments and Hedging Activities", which establishes accounting 
and reporting standards for derivative instruments, including certain 
derivative instruments embedded in other contracts, and for hedging activities.
SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning 
after June 15, 1999. Management does not expect the adoption of SFAS No. 133 to
have a material impact to the Company's consolidated financial statements.     

In December 1997, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants (AcSEC) issued Statement of Position 
97-3, "Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments" (SOP 97-3). SOP 97-3 provides guidance for determining when an
entity should recognize a liability for guaranty-fund and other
insurance-related assessments, how to measure that liability, and when an
asset may be recognized for the recovery of such assessments through premium
tax offsets. The Company adopted SOP 97-3 on January 1, 1999 resulting in a 
cumulative effect of change in accounting principles of $338,000.


                         LIQUIDITY AND CAPITAL RESOURCES

The Company has included a discussion of the liquidity and capital resources 
requirement of the Company and the Company's insurance subsidiaries.

The Company - Parent Only

As an insurance holding company, the Company's assets consist primarily of the
capital stock of its subsidiaries, surplus notes issued by two of its insurance
company subsidiaries and investments held at the holding company level.  The
Company's primary sources of liquidity are receipts from interest payments on
the surplus notes, payments from the profit sharing agreement with American 
Agrisurance, the Company's wholly owned subsidiary which operates as the 
general agent for the Company's crop insurance programs, tax sharing payments 
from its subsidiaries, investment income from, and proceeds from the sale of, 
holding company investments, and dividends and other distributions from 
subsidiaries of the Company.  The Company's liquidity needs are primarily to
service debt, pay operating expenses and taxes, make investments in 
subsidiaries, and repurchase shares of the Company's stock.

The Company currently holds three surplus notes, each in the amount of 
$20 million, issued by two of its insurance company subsidiaries, bearing 
interest at the rate of 9% per annum payable semi-annually and quarterly. 
Although repayment of all or part of the principal of these surplus notes 
requires prior insurance department approval, no prior approval of interest
payment is currently required.

Under the American Agrisurance profit sharing agreement, American Agrisurance 
receives up to 50% of the crop insurance profit after expenses and a margin
retained by the Insurance Companies based upon a formula established by the 
Company and approved by the Nebraska Department of Insurance. If the calculated
profit share is negative, such negative amounts are carried forward and offset
future profit sharing payments. These amounts are distributed in the form of a 
dividend to the Company.

Dividends from the insurance subsidiaries of the Company are regulated by the
regulatory authorities of the states in which each subsidiary is domiciled.  
The laws of such states generally restrict dividends from insurance companies
to parent companies to certain statutorily approved limits.  In 1999, the 
statutory limitation on dividends from insurance company subsidiaries to the
parent without further insurance departmental approval is approximately 
$15.9 million.

<PAGE>
The Company is currently a party to a tax sharing agreement with its 
subsidiaries, under which such subsidiaries pay the Company amounts in general
equal to the federal income tax that would be payable by such subsidiaries on 
a stand-alone basis.

In 1997, AICI Capital Trust, a Delaware business trust organized by the
Company (the "Issuer Trust") issued 3.795 million shares or $94.875 million 
aggregate liquidation amount of its 9% Preferred Securities (liquidation amount
$25 per Preferred Security).  The Company owns all of the common securities
(the "Common Securities") of the Issuer Trust.  The Preferred Securities 
represent preferred undivided beneficial interests in the Issuer Trust's
assets.  The assets of the Issuer Trust consist solely of the Company's 9% 
Junior Subordinated Debentures due 2027 which were issued in 1997 in an amount
equal to the Preferred Securities and the Common Securities.  Distributions on 
the Preferred Securities and Junior Subordinated Debentures are cumulative, 
accrue from the date of issuance and are payable quarterly in arrears.  The 
Junior Subordinated Debentures are subordinate and junior in right of payment 
to all senior indebtedness of the Company and are subject to certain events of
default and redemptive provisions, all described in the Junior Debenture 
Indenture.  At March 31, 1999, the Company had $94.875 million outstanding at 
a weighted annual interest cost of 9.1%.

As of March 31, 1999, the Company maintains a five-year revolving credit 
facility (the "Revolving Credit Facility") with its bank lenders in the amount
of $63.5 million.  The Company  selects its interest rate at either the prime 
rate or LIBOR plus a margin which varies depending on the Company's funded debt
to equity ratio.  Interest is payable quarterly.  During the first quarter of 
1999, the Company had $15 million outstanding indebtedness under this 
arrangement at a weighted average cost of 6.0%.  The Revolving Credit Facility
contains covenants which do not permit the payment of dividends by the Company,
requires the Company to maintain certain operating and debt service coverage 
ratios, requires maintenance of specific levels of surplus and requires the 
Company to meet certain tests established by the regulatory authorities.

As of March 31, 1999, the Company held cash and invested assets, excluding
investment in subsidiaries, of $17.9 million.

Insurance Companies

The principal liquidity needs of the Insurance Companies are to fund losses and
loss adjustment expense payments and to pay underwriting expenses, including
commissions and other expenses.  The available sources to fund these 
requirements are net premiums received and, to a lesser extent, cash flows from
the Company's investment activities, which together have been adequate to meet 
such requirements on a timely basis.  The Company monitors the cash flows of
the Insurance Companies and attempts to maintain sufficient cash to meet
current operating expenses, and to structure its investment portfolio at a 
duration which approximates the estimated cash requirements for the payments of
loss and loss adjustment expenses.

Cash flows from the Company's MPCI and crop hail businesses differ in certain 
respects from cash flows associated with more traditional property and casualty
lines.  MPCI premiums are not received from farmers until the covered crops are
harvested, and when received are promptly remitted by the Company in full to 
the government.  Covered losses are paid by the Company during the growing 
season as incurred, with such expenditures reimbursed by the government within
three business days.  Policy acquisition and administration expenses are paid
by the Company as incurred during the year.  The Company periodically 
throughout the year receives a payment in reimbursement of its policy 
acquisition and administration expenses.

In the crop hail business, premiums are generally not received until after the
harvest, while losses and other expenses are paid throughout the year.

The Company's profit or loss from its MPCI business is determined after the
crop season ends on the basis of a profit sharing formula established by law 
and the RMA.  Commencing with the 1997 year, the Company receives a profit 
share in cash, with 60% of the amount in excess of 17.5% of its MPCI Retention
(as defined in the profit sharing agreement) in any year carried forward to 
future years, or it must pay its share of losses.  Prior to the 1997 year, the 
amount carried forward to future years was any amount in excess of 15% of its 
MPCI retention.  The Company received $51.5 million in payments under the
MPCI program in March of 1999.

<PAGE>
Changes in Financial Condition

The Company's stockholders' equity decreased by approximately $.6 million at 
March 31, 1999 as compared to December 31, 1998.  The principal components of 
this decrease were net income of $3.0 million during the first three months of
1999 and a decrease in the value of the Company's investment portfolio causing 
the unrealized gain on available-for-sale securities, net of tax, to decrease 
from $5.3 million at December 31, 1998 to $1.6 million at March 31, 1999.  This
change in the unrealized gain on available-for-sale securities was attributable
to a decline in the unrealized gain in both the Company's equity and fixed
maturity portfolios.


Consolidated Cash Flows

Cash provided from operations for the three months ended March 31, 1999 and 
1998, were $17.1 million and $54.6 million, respectively.  The major components
of this decrease in cash flow from period to period were profit sharing
payments received from the federal government under the Company's MPCI crop
insurance program of $57.0 million in the first three months of 1998 compared 
to $51.5 million in the first three months of 1999 and $15.2 million in 
payments made in the first quarter of 1999 related to reinsurance on the 
Company's discontinued lines of business.
 

Inflation

The Company does not believe that inflation has had a material impact on its
financial condition or the results of operations.


Quantitative and Qualitative Disclosure about Market Risk

The Company's balance sheet includes a significant amount of assets and 
liabilities whose fair value are subject to market risk. Market risk is the 
risk of loss arising from adverse changes in market interest rates or prices.
The Company currently has interest rate risk as it relates to its fixed
maturity securities and mortgage loans and equity price risk as it relates to 
its marketable equity securities. In addition, the Company is also subject to 
interest rate risk at the time of refinancing as it relates to its mandatorily 
redeemable Preferred Securities. The Company's bank debt is short-term in
nature as the Company generally secures rates for periods ranging from one to
six months and therefore approximates fair value. The Company's market risk 
sensitive instruments are entered into for purposes other than trading.

At March 31,1999, the Company had $360.9 million of fixed maturity securities
and mortgage loans and $63.0 million of marketable equity securities that were 
subject to market risk. The Company's investment strategy is to manage the
duration of the portfolio relative to the duration of the liabilities while 
managing interest rate risk. In addition, the Company has the ability to hold 
its maturity investments until maturity and therefore would not expect to 
recognize a material adverse impact on income or cash flows.

The Company's Preferred Securities of $94.875 million at March 31, 1999, 
mature in August 2027 and are redeemable at the Company's option in August
2002. The Company will continue to monitor the interest rate environment and
evaluate refinancing opportunities as the redemption and maturity date
approaches.

The Company uses two models to analyze the sensitivity of its market risk 
assets and liabilities. For its fixed maturity securities, mortgage loans and
mandatorily redeemable Preferred Securities, the Company uses duration modeling
to calculate changes in fair value. For its marketable equity securities, the 
Company uses a hypothetical 20% decrease in the fair value of these securities.
Actual results may differ from the hypothetical results assumed in this 
disclosure due to possible actions taken by management to mitigate adverse 
changes in fair value and because fair values of securities may be affected by 
credit concerns of the issuer, prepayment speeds, liquidity of the security and
other general market conditions. The sensitivity analysis duration model used 
by the Company produces a loss in fair value of $17.4 million on its fixed
maturity securities and mortgage loans and a gain in fair value of $8.9 million
on its mandatorily redeemable Preferred Securities, based on a 100 basis point
increase in interest rates. The  hypothetical 20% decrease in fair value of the
Company's marketable equity securities produces a loss in fair value of $12.6
million.

<PAGE>
Year 2000

The Year 2000 issue is the result of computer programs and microcontrollers
which recognize only two digits rather than four to identify the year. Any
computer program or microcontroller that has a date sensitive function may
recognize a date of "00" as the year 1900 rather than the year 2000. If not 
corrected, this could cause computers and other devices dependent upon 
microcontrollers to fail or perform miscalculations.

The Company previously identified its information technology ("IT") systems
requiring modification to be Year 2000 compliant. The Company developed and
continues to implement a corrective plan utilizing both internal and external 
resources to make necessary modifications to, and to test, the Company's IT
systems for Year 2000 compliance. The Company has addressed the Year 2000 issue
with respect to the majority of the Company's IT systems and believes that they
are Year 2000 compliant and management expects the remaining Company IT systems
to be Year 2000 compliant by September 1, 1999.

Additionally, the Company is reviewing its Non-IT systems which rely on 
microprocessors, such as copiers, fax machines, telephone equipment and mail 
room equipment, to determine whether they require modification to be Year 2000
compliant. The Company currently also is communicating with the lessors and 
other providers of its Non-IT systems in regards to their Year 2000 compliance
status.

The Company relies on various third parties in the normal course of its 
operations and has identified certain third parties with which it has material
relationships. These include insurance producers, reinsurers, government 
agencies, banks and providers of telecommunication and utility. The Company 
currently is communicating with these material third parties to determine if 
they are Year 2000 compliant.

One of the more significant third parties is the Risk Management Agency ("RMA")
which, along with the Federal Crop Insurance Corporation ("FCIC"), administers
the federal crop insurance program. The RMA calculates and settles the 
Company's MPCI profit share and expense reimbursement. The RMA has publicly 
stated that all RMA and FCIC systems will be Year 2000 compliant as of the 
filing date of this 10-Q.

The Company has conducted a comprehensive review of potential claims related to
Year 2000 issues which might be submitted in conjunction with policies of 
insurance it currently underwrites. Although the Company has concluded Year 
2000 exposures are not covered under its existing insurance policies, the 
Company is acting to eliminate, reduce or mitigate potential claims for 
coverage of Year 2000 exposures through the use of exclusionary language, new 
underwriting procedures and pricing practices, withdrawal from certain classes
of business, and establishment of a specialized unit within its claims 
department to respond to such claims.

The Company has expensed costs of approximately $2.9 million relating to the
year 2000 issue since inception of the project, and did not incur any expenses 
during the three months ended March 31, 1999. The Company anticipates an 
additional $.3 to $.8 million of expenses to complete the project.

Although the Company plans to have addressed the Year 2000 issues prior to 
being affected by such issues, it currently is assessing the need to develop 
contingency plans, particularly with respect to certain third parties with whom
it has material relationships. The Company anticipates this assessment will be
complete, and contingency plans with respect to certain third parties will be
in the development stage, by September 1999.

Particularly because of the potentially wide-scale disruption of general 
infrastructure and business systems, and despite the Company's activities in
regards to the Year 2000 issue, there can be no assurance that computer and 
microcontroller failures related to the Year 2000 will not interfere with the
Company's normal business operations, result in unintended and unexpected 
claims under policies of insurance written by the Company, or otherwise have a 
material adverse affect upon the Company's business, financial condition and
results of operations.


Subsequent Event

On May 11, 1999, the Company entered into a definitive agreement with Millers 
American Group, Inc. ("Millers") for the sale of the Company's non-standard 
automobile business, including Phoenix Indemnity Insurance Company ("Phoenix 
Indemnity") to Millers. Under this agreement, the Company will transfer all of
its non-standard automobile business and all outstanding stock of Phoenix
Indemnity to Millers in exchange for approximately $25 million in cash. The 
sale is subject to customary regulatory approvals.  At closing, the effect of 
the transaction to after-tax income is expected to be immaterial.
















<PAGE>
                                                            





ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES


PART II.      OTHER INFORMATION



Item 6.       Exhibits and Reports on Form 8-K

     (a)      Exhibits

              See Exhibit Index.

     (b)      No reports on Form 8-K were filed by the registrant during the 
              quarter for which this report is filed.

<PAGE>


                                   SIGNATURES
 

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



                                         ACCEPTANCE INSURANCE COMPANIES INC.



May  11, 1999                            /s/ Kenneth C. Coon
                                         ___________________________________
                                         
                                         Kenneth C. Coon
                                         Chief Executive Officer


May  11, 1999                            /s/ Georgia M. Mace
                                         ___________________________________  
                                         
                                         Georgia M. Mace
                                         Treasurer and Chief Financial Officer

                                                            
<PAGE>
              ACCEPTANCE INSURANCE COMPANIES INC. AND SUBSIDIARIES
                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999

                                  EXHIBIT INDEX


NUMBER        EXHIBIT DESCRIPTION



27            Financial Data Schedule.