UNITED STATES                                                   SECURITIES AND EXCHANGE COMMISSION                                                         WASHINGTON, D.C. 20549 
**FORM 10-Q**

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES           EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDEDMARCH 31, 2002. 

                                                                  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) 

                                 **535 West Broadway                                  Council Bluffs, Iowa                                                    51503 **                      (Address of principal executive offices)                                 (Zip Code) 

                                          Registrant's Telephone Number, Including Area Code:                                                             (712) 328-3918 

                                   Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant has been required to filesuch reports), and (2) has been subject to such filing requirements for the past90 days. 
                                   YES    X                        NO   ____
The number of shares ofeach class of the Registrant’s common stock outstanding on May 8, 2002 was: 
                       Class of Common Stock                            No. of Shares Outstanding                    Common Stock, $.40 Par Value                                14,439,949 
**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, 2002 and December 31, 2001 

                       Consolidated Statements of Operations                        Three Months Ended March 31, 2002 and 2001 

                       Consolidated Statements of Cash Flows                        Three Months Ended March 31, 2002 and 2001 

                        Notes to Interim Consolidated Financial Statements 

 Item 2.            Management's Discussion and Analysis of Financial Condition and                           Results of Operations 

 Item 3.            Quantitative and Qualitative Disclosure about Market Risk 

**PART II. OTHER INFORMATION **

 Item 1.            Legal Proceedings 

 Item 6.            Exhibits and Reports on Form 8-K 

 Signatures 

 Exhibit Index 

 

**PART I. FINANCIAL INFORMATION**
**Item 1. Financial Statements**