UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1

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

                                       OR

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

                For the Quarterly Period Ended September 30, 2000
                          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 Street, Suite 600 North
                   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 has been required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                        YES X                     NO

The number of shares of each class of the Registrant's common stock
outstanding on November 7, 2000 was:

       Class of Common Stock            No. of Shares Outstanding
    Common Stock, $.40 Par Value               14,310,739


<PAGE>


                       ACCEPTANCE INSURANCE COMPANIES INC.


                                    FORM 10-Q

                                TABLE OF CONTENTS





PART II.  OTHER INFORMATION


         Item 6.  Exhibits and Reports on Form 8-K

         Signatures

         Exhibit Index




<PAGE>



This Amendment to Form 10-Q for the period ended September 30, 2000 is
submitted for the purpose of including Exhibits 10.1 and 10.2, which were
inadvertently omitted from the original filing of the Form 10-Q.

Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  See Exhibit Index.

         (b)      Form 8-K

The following Current Reports on Form 8-K have been filed during the last
fiscal quarter of the period covered by this report:

                            Financial Statements        Date of
         Item               Filed Report                Report
         _____________      _____________________       ___________________

         Item No. 5                 No                  July 3, 2000

         Item No. 5                 No                  July 21, 2000

         Item No. 5                 No                  July 28, 2000

         Item No. 5                 No                  August 8, 2000

         Item No. 5                 No                  September 11, 2000





<PAGE>

                                   SIGNATURES


Pursuant to the requirements of  Section 13 or 15(d) 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.


                                    By: /s/ John E. Martin
Dated: February 20, 2001                _______________________________________
                                        John E. Martin
                                        President and Chief Executive Officer


                                    By: /s/ Dwayne D. Hallman
Dated: February 20, 2001                _______________________________________
                                        Dwayne D. Hallman
                                        Chief Financial Officer and Treasurer


<PAGE>



                       ACCEPTANCE INSURANCE COMPANIES INC.
                          QUARTERLY REPORT ON FORM 10-Q
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

                                  EXHIBIT INDEX


         NUMBER        EXHIBIT DESCRIPTION

         10.1          Employment Agreement dated as of September 5, 2000
                       between the Company and Dwayne D. Hallman; filed
                       herewith.

         10.2          Employment Agreement dated as of September 8, 2000
                       between the Company and Stephen T. Fitzpatrick, filed
                       herewith.



<PAGE>






EX-10.1


                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is made and entered into this
5th day of September 2000, between Acceptance Insurance Companies Inc.
("Acceptance") and Dwayne D. Hallman ("Executive").  In consideration for the
mutual promises contained herein, the parties agree as follows:

         1.       Employment.  Acceptance shall employ and Executive shall
serve Acceptance as Chief Financial Officer of Acceptance and Treasurer of
insurance companies affiliated with Acceptance commencing September 1, 2000,
under the conditions hereinafter set forth. Executive agrees to perform such
services, not inconsistent with that position, as may be assigned to him by
the Chief Executive Officer of Acceptance.

         2.       Duties.  Executive agrees to devote all of his business time,
attention, skill and efforts to the business of Acceptance, its subsidiaries
and affiliated companies, and the faithful, efficient performance of his duties
under this Agreement, and shall not engage in any business activity or
consulting work for business organizations not affiliated with Acceptance
without consent of the Board.

         3.       Compensation and Benefits.  In consideration of the services
to be rendered by Executive under this Agreement, Executive shall be entitled
to the following compensation and benefits:

         3.1      Signing Bonus.  Executive shall receive a signing bonus of
$35,000 to be paid upon your first day of active, full-time employment.

         3.2      Base Salary.  Executive shall receive a Base Salary of
$160,000 a year, subject to increase upon review and approval by the Chief
Executive Officer of Acceptance in April 2001 and at least annually thereafter.

         3.3      Associate Benefit Programs.  Executive shall be entitled to
all benefits available to associates of Acceptance as such benefits may from
time to time be offered or changed by Acceptance including, but not limited to,
the 2000 Incentive Stock Option Plan, the Acceptance Executive Deferred
Compensation Plan, all incentive compensation plans generally applicable to
senior executives of Acceptance with participation at no less that at an
annualized maximum bonus level of thirty-five percent (35%) of Base Salary,
and any other stock plan, deferred compensation plan or similar plan
established by Acceptance for its associates and senior executives.  Executive
shall receive twenty (20) days of paid vacation each year of his employment.

         3.4      Stock.  Following execution by Executive of the attached
Stock Option and Noncompetition Agreement and in accordance with the 2000 Stock
Option Plan, within thirty (30) days following September 1, 2000 the Executive
and Compensation Committee of the Acceptance Board of Directors shall grant to
Executive options to purchase 50,000 shares of Acceptance common stock.

<PAGE>


         3.5      Temporary Housing/Relocation.  Acceptance will pay for
temporary housing for Executive in the Omaha, Nebraska metropolitan area for a
period up to November 30, 2000. Acceptance will pay for all reasonable costs
incurred by Executive for moving household goods, a housing search and related
travel including two (2) round-trip airfares for his spouse, incurred within
three (3) months following his date of employment for the purpose of relocating
his household and family from Houston, Texas to the Omaha, Nebraska
metropolitan area.  In addition, Acceptance will pay for Executive's travel
expenses between Omaha and Houston to visit his family every other weekend
until December 1, 2000.

         4.       Term of Employment.  Executive shall remain employed and this
Agreement shall remain in effect until December 31, 2001, unless earlier
terminated for cause or as the result of Executive's death or permanent
disability.  Permanent disability shall mean a physical or mental disability
which renders Executive incapable, after reasonable accommodation and on a
permanent full-time basis, of performing his duties under this Agreement.  If
this Agreement is terminated prior to December 31, 2001 for any reason other
than cause, Executive or his estate will receive the balance of any
compensation and benefits (except those which by their terms cannot succeed his
termination, death or disability) which Executive would have received had he
remained employed until December 31, 2001.

         5.       Termination for Cause.  In the event that Acceptance
terminates Executive's employment for cause, Acceptance shall pay to Executive
his earned but unpaid Base Salary to the date of such termination.  Except for
such payment, and payment pursuant to any other plan afforded to Executive and
his dependants during his employment and under this Agreement, which by its
terms provides for income or medical payments or like benefits following his
termination of employment, Acceptance's obligations under this Agreement shall
cease on the date of such termination and Acceptance shall have no further
obligations to Executive, his estate or any other person or entity as a result
of this Agreement.

         As used in this Agreement, the term "cause" shall mean Executive's
willful misconduct with respect to any of his material obligations to
Acceptance, including, but not limited to: commission by Executive of a felony;
the perpetration of a dishonest act or common law fraud against Acceptance;
any injury to Acceptance or any of its subsidiaries or affiliates resulting
from Executive's gross negligence or willful or intentional act or failure;
failure, after receipt of written notice, to carry out the reasonable and
lawful direct orders of the Chief Executive Officer or to perform any duties
under this Agreement; or any serious or continuing breach by Executive of
substantial duties under this Agreement.  Without limiting the generality of
the foregoing, the parties agree that a determination of cause reasonably and
lawfully made by the Acceptance Board of Directors shall be conclusive.

         6.       Assistance in Litigation.  During and following his
employment, Executive shall, upon reasonable notice, furnish such information
and proper assistance to Acceptance as may be reasonably required by Acceptance
in connection with any litigation, regulatory or other proceeding in which it
or any of its subsidiaries is, or may become, a party.  If such assistance is
requested following Executive's employment, Acceptance will pay to Executive a
reasonable hourly or per diem rate as may be applicable and reimburse him for
reasonable and appropriate expenses. Acceptance will indemnify and hold
Executive harmless from any claims or actions arising out of the performance
of his duties under this Agreement.

<PAGE>

         7.       Confidential Information.  Executive agrees to protect and
not to disclose at any time, either during or subsequent to employment,
directly or indirectly, to anyone not an officer or associate of Acceptance or
its subsidiaries or affiliates, except on a need-to-know basis, any
confidential information unless written consent of the Executive Chief
Executive Officer is first secured.  "Confidential Information" means
information or data disclosed to Executive as a consequence of his employment
by Acceptance, including information conceived, originated, discovered or
developed by Executive, not generally known in the industry and not freely
available to persons not employed by Acceptance, about agents, reinsurers,
underwriting experience, business operating procedures, policies and processes,
trade secrets, and information relating to, but not limited to, products,
services, marketing, customer lists, financial data, pricing, and other
management and marketing plans.  Executive further agrees that he may use
Confidential Information only in connection and consistent with his duties as
Chief Financial Officer of Acceptance, and that all Confidential Information
and all business records of any kind whatsoever of Acceptance and its
subsidiaries and affiliates are the exclusive property of Acceptance and,
without limitation, shall remain the exclusive property of Acceptance while
Executive is employed under this Agreement and after the termination of this
 Agreement.

         8.       Nonsolicitation.  During the term of this Agreement, and for
a period of two (2) years following the end of his employment hereunder,
Executive shall not, directly or indirectly, solicit divert, interfere with,
or attempt to induce any customer, agent, associate, vendor or reinsurer of
Acceptance to leave his or her employment or other relationship with Acceptance
in order to participate in any business competitive with Acceptance.

         9.       Noncompetition.   Executive acknowledges that Acceptance is
engaged in a specialized form of insurance in a market not capable of
geographic description or limitation, and that because of the nature of his
employment under this Agreement Executive will receive and develop Confidential
Information and develop business relationships which Acceptance has a right
to protect.  Executive agrees that during the term of his employment with
Acceptance and for a period of two (2) years following the end of his
employment hereunder he will not, directly or indirectly, as an associate or
agent of, or consultant or advisor of any kind to, any material competitor of
Acceptance, compete with Acceptance or any of its subsidiaries or affiliates.

         10.      Breach.  Executive acknowledges and agrees that the covenants
set forth in paragraphs 7, 8 and 9 are reasonably necessary for the protection
of Acceptance and that should he violate their terms Acceptance will be
irreparably injured, and that Acceptance is entitled to equitable and
injunctive relief in addition to all other remedies available, and no bond
will be required.  It is further acknowledged and agreed that, in the event of
such breach, Acceptance, at its election, may bring an action to enforce such
covenants in a court of competent jurisdiction located in Pottawatamie County,
Iowa.  To the extent that any term or provision of this Agreement shall be
deemed by a court of competent jurisdiction to be overbroad, the parties agree
that such court shall thereupon reduce or otherwise modify such term or
provision to the extent to which it is not then considered overbroad and
unenforceable.

<PAGE>

         11.      General Provisions.

         11.1     Binding Agreement.  This Agreement shall be binding upon, and
inure to the benefit of, Acceptance and Executive and their respective
successors and assigns; provided, however, that this Agreement is personal as
to the services to be performed by Executive, and Executive shall have no right
to assign or delegate the performance of such duties to any other person.

         11.2     Severability.  If any provision of this Agreement shall be
determined by any court of competent jurisdiction to be invalid or
unenforceable, such invalidity or unenforceability shall not affect the
remainder of this Agreement.

         11.3     Headings.  The headings of the sections herein are included
solely for convenience of reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.

         11.4     Governing Law.  This Agreement shall be governed and
construed in accordance with the laws of the State of Iowa.

         IN WITNESS WHEREOF, Acceptance and Executive have executed this
Agreement on the date first above written.

                                 ACCEPTANCE INSURANCE COMPANIES INC.


                                 By:      /s/  JOHN E. MARTIN
                                         ____________________________________
                                         John E. Martin, President and Chief
                                         Executive Officer





                                         /s/  DWAYNE D. HALLMAN
                                         ____________________________________
                                         Dwayne D. Hallman




<PAGE>


EX.-10.2


                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is made and entered into this
8th day of September 2000, between Acceptance Insurance Companies Inc.
("Acceptance") and Stephen T. Fitzpatrick ("Executive").  In consideration for
the mutual promises contained herein, the parties agree as follows:

         1.       Employment.  Acceptance shall employ and Executive shall
serve Acceptance as Chief Underwriting Officer of Acceptance commencing
September 1, 2000 under the conditions hereinafter set forth.  Executive also
agrees to perform such additional services not inconsistent with that position
as may be assigned to him by the Chief Executive Officer of Acceptance.

         2.       Duties.  Executive agrees to devote all of his business time,
attention, skill and efforts to the business of Acceptance, its subsidiaries
and affiliated companies, and the faithful, efficient performance of his duties
under this Agreement, and shall not engage in any business activity or
consulting work for business organizations not affiliated with Acceptance
without consent of the Chief Executive Officer of Acceptance.  Executive shall
perform his duties at Acceptance's offices in Itasca, Illinois and Omaha,
Nebraska, and will not be required to relocate to another work site.
Executive will not be required to expend more than fifty percent (50%) of his
work time in the Omaha, Nebraska office of Acceptance.

         3.       Compensation and Benefits.  In consideration of the services
to be rendered by Executive under this Agreement, Executive shall be entitled
to the following compensation and benefits:

         3.1      Base Salary.  Executive shall receive a Base Salary equal to
Executive's current Base Salary as an Acceptance associate, subject to increase
upon review and approval by the Chief Executive Officer of Acceptance in April
2001 and at least annually thereafter.

         3.2      Associate Benefit Programs.  Executive shall be entitled to
all benefits available to associates of Acceptance as such benefits may from
time to time be offered or changed by Acceptance including, but not limited to,
the 2000 Incentive Stock Option Plan, the Acceptance Executive Deferred
Compensation Plan, all incentive compensation plans generally applicable to
senior executives of Acceptance, and any other stock plan, deferred
compensation plan or similar plan established by Acceptance for its associates
and senior executives.

         3.3      Stock.  Executive and Acceptance jointly intend this
Agreement and their Stock Option and Noncompetition Agreement made as of
June 14, 2000 to be interpreted and applied with reference to each other as if
they were a single document.

         4.       Term of Employment.  Executive shall remain employed and this
Agreement shall remain in effect until December 31, 2002, unless earlier
terminated for cause or as the result of Executive's death or permanent
disability.  Permanent disability shall mean a physical or mental
disability which renders Executive incapable, after reasonable accommodation
and on a permanent full-time basis, of performing his duties under this
Agreement.  If this Agreement is terminated prior to December 31, 2002 for any
reason other than cause, Executive or his estate will receive the greater of
either (a) the balance of any compensation and benefits (except those which by
their terms cannot succeed his termination, death or disability) which
Executive would have received had he remained employed until December 31, 2002;
or (b) any compensation and benefits available to Executive pursuant to general
policies of Acceptance in effect with respect to severance of executive
officers as of the date of this Agreement.

<PAGE>

         5.       Termination for Cause.  In the event Acceptance terminates
Executive's employment for cause, Acceptance shall pay to Executive his earned
but unpaid Base Salary to the date of such termination.  Except for such
payment, and payment pursuant to any other plan afforded to Executive and his
dependants during his employment and under this Agreement, which by its terms
provides for income or medical payments or like benefits following his
termination of employment, Acceptance's obligations under this Agreement shall
cease on the date of such termination and Acceptance shall have no further
obligations to Executive, his estate or any other person or entity as a result
of this Agreement.

         As used in this Agreement, the term "cause" shall not mean a loss or
injury to Acceptance resulting from an act or failure to act that is consistent
with the established and approved underwriting or reinsurance strategies of
Acceptance.  Rather, the term "cause" shall mean Executive's willful misconduct
with respect to any of his material obligations to Acceptance, including, but
not limited to: commission by Executive of a felony; the perpetration of a
dishonest act or common law fraud against Acceptance; any injury to Acceptance
or any of its subsidiaries or affiliates resulting from Executive's gross
negligence or willful or intentional act or failure; failure, after receipt of
written notice, to carry out the reasonable and lawful direct orders of the
Chief Executive Officer or to perform any duties under this Agreement; or any
serious or continuing breach by Executive of substantial duties under this
Agreement.  Without limiting the generality of the foregoing, the parties agree
that a determination of cause reasonably and lawfully made by the Acceptance
Board of Directors shall be conclusive; provided, however, that Executive shall
be given reasonable notice that the Board of Directors is going to consider a
determination of cause, and the opportunity to appear personally and present
information to the Board prior to any such determination.

         6.       Assistance in Litigation.  During and following his
employment, Executive shall, upon reasonable notice, furnish such information
and proper assistance to Acceptance as may be reasonably required by Acceptance
in connection with any litigation, regulatory or other proceeding in which it
or any of its subsidiaries is, or may become, a party.  If such assistance is
requested following Executive's employment, Acceptance will pay to Executive a
reasonable hourly or per diem rate as may be applicable and reimburse him for
reasonable and appropriate expenses. Acceptance will indemnify and hold
Executive harmless from any claims or actions arising out of the performance
of his duties under this Agreement.

         7.       Confidential Information.  Executive agrees to protect and
not to disclose at any time, either during or subsequent to his employment,
directly or indirectly, to anyone not an officer or associate of Acceptance or
its subsidiaries or affiliates, except on a need-to-know basis, any
confidential information unless written consent of the Executive Chief
Executive Officer is first secured.  Except as otherwise set forth in this
paragraph 7, "Confidential Information" means information or data disclosed to
Executive as a consequence of his employment by Acceptance, including
information conceived, originated, discovered or developed by Executive, not
generally known in the industry and not freely available to persons not
employed by Acceptance, about agents, reinsurers, underwriting experience,
business operating procedures, policies and processes, trade secrets, and
information relating to, but not limited to, products, services, marketing,
customer lists, financial data, pricing, and other management and marketing
plans.  Executive further agrees that he may use Confidential Information only
in connection and consistent with his duties as Chief Underwriting Officer of
Acceptance, and that all Confidential Information and all business records
of any kind whatsoever of Acceptance and its subsidiaries and affiliates are
the exclusive property of Acceptance and, without limitation, shall remain the
exclusive property of Acceptance while Executive is employed under this
Agreement and after the termination of this Agreement.  Beginning one (1) year
following the later of (a) termination of Executive's employment for any
reason, or (b) December 31, 2002 "Confidential Information" as used in this
Agreement no longer shall mean or include information conceived and originated
by Executive, or information regarding agents and reinsurers known to Executive
through means for reasons other than as a consequence of his employment by
Acceptance.

         8.       Nonsolicitation.  During the term of this Agreement, and for
a period of one (1) year following the end of his employment hereunder,
Executive shall not, directly or indirectly, solicit divert, interfere with, or
attempt to induce any customer, agent, associate, vendor or reinsurer of
Acceptance to leave his or her employment or other relationship with Acceptance
in order to participate in any business competitive with Acceptance.

         9.       Noncompetition.   Executive acknowledges that Acceptance is
engaged in a specialized form of insurance in a market not capable of
geographic description or limitation, and that because of the nature of his
employment under this Agreement Executive will receive and develop Confidential
Information and develop business relationships which Acceptance has a right
to protect.  Executive agrees that during the term of his employment with
Acceptance and for a period of one (1) year following the end of his
employment hereunder he will not, directly or indirectly, as an associate or
agent of, or consultant or advisor of any kind to, any material competitor
of Acceptance, compete with Acceptance or any of its subsidiaries or
affiliates.

<PAGE>

         10.      Breach.  Executive acknowledges and agrees that the covenants
set forth in paragraphs 7, 8 and 9 are reasonably necessary for the protection
of Acceptance and that should he violate their terms Acceptance will be
irreparably injured, and that Acceptance is entitled to equitable and
injunctive relief in addition to all other remedies available, and no bond will
be required.  It is further acknowledged and agreed that, in the event of such
breach, Acceptance, at its election, may bring an action to enforce such
covenants in a court of competent jurisdiction located in Pottawatamie County,
Iowa.  To the extent that any term or provision of this Agreement shall be
deemed by a court of competent jurisdiction to be overbroad, the parties agree
that such court shall thereupon reduce or otherwise modify such term or
provision to the extent to which it is not then considered overbroad and
unenforceable.

         11.      General Provisions.

         11.1     Binding Agreement.  This Agreement shall be binding upon, and
inure to the benefit of, Acceptance and Executive and their respective
successors and assigns; provided, however, that this Agreement is personal as
to the services to be performed by Executive, and Executive shall have no right
to assign or delegate the performance of such duties to any other person.

         11.2     Severability.  If any provision of this Agreement shall be
determined by any court of competent jurisdiction to be invalid or
unenforceable, such invalidity or unenforceability shall not affect the
remainder of this Agreement.

         11.3     Headings.  The headings of the sections herein are included
solely for convenience of reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.

         11.4     Governing Law.  This Agreement shall be governed and
construed in accordance with the laws of the State of Iowa.

         IN WITNESS WHEREOF, Acceptance and Executive have executed this
Agreement on the date first above written.

                                       ACCEPTANCE INSURANCE COMPANIES INC.






                                 By:      /s/  JOHN E. MARTIN
                                          ____________________________________
                                          John E. Martin, President and Chief
                                          Executive Officer





                                          /s/  STEPHEN T. FITZPATRICK
                                          _____________________________
                                          Stephen T. Fitzpatrick