<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
   
                                      FORM 10-Q/A
    

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
    EXCHANGE ACT OF 1934 

    FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 

    OR

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

    FOR THE TRANSITION PERIOD FROM _______________ TO_______________

                           COMMISSION FILE NUMBER:  0-23830

                               CROP GROWERS CORPORATION
                (Exact name of registrant as specified in its charter)

DELAWARE                                               81-0491497
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                       Identification No.)

10895 LOWELL, SUITE 300
OVERLAND PARK, KANSAS                                  66210
(Address of principal executive offices)               (zip code)

                                    (913) 338-7800
                 (Registrant's telephone number, including area code)

                 201 CROP GROWERS DRIVE, GREAT FALLS, MONTANA, 59401
                 (Former name, former address and former fiscal year, 
                            if changed since last report)

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____X____  No ________

The number of shares outstanding of the registrant's common stock on November 1,
1996 was 7,994,251 shares.


<PAGE>

                               CROP GROWERS CORPORATION
   
                                      FORM 10-Q/A
                           Quarter ended September 30, 1996
    
                                        INDEX


                                                                          Page
                                                                          -----

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements 

           Consolidated Balance Sheets as of September 30, 1996 
              (unaudited) and December 31, 1995                             3

           Consolidated Statements of Income (Loss) (unaudited) for the 
             Three and Nine Months Ended September 30, 1996 and 1995        4

           Consolidated Statements of Cash Flows (unaudited) for the 
             Nine Months Ended September 30, 1996 and 1995                  5

           Notes to Unaudited Consolidated Financial Statements             6

Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                    10


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                19

Item 2.   Changes in Securities                                            19

Item 3.   Defaults Upon Senior Securities                                  19

Item 4.   Submission of Matters to a Vote of Security Holders              19

Item 5.   Other Information                                                19

Item 6.   Exhibits and Reports on Form 8-K                                 19

SIGNATURES                                                                 20

                                       2

<PAGE>

                            PART I - FINANCIAL INFORMATION

                            ITEM 1. Financial Statements.

                      CROP GROWERS CORPORATION AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS

                                               SEPTEMBER 30,     DECEMBER 31,
                                                   1996              1995
                                                (UNAUDITED)
ASSETS                                         -----------       ------------

Investments:
  Fixed maturities, held to maturity          $  2,309,335       $  2,311,177
  Fixed maturities, available for sale           5,860,577          5,838,391
  Equity securities, available for sale          1,923,613          1,757,540
                                              ------------       ------------
    Total investments                           10,093,525          9,907,108

Cash and cash equivalents                        4,136,565          6,980,570
Premiums receivable, net                       220,058,231         73,870,654
Prepaids and other assets                       12,996,836          8,556,765
Reinsurance balances receivable                109,692,949         31,779,006
Property and equipment, net                      5,363,711         11,687,066
Intangible assets, net                           8,304,249          9,264,662
                                              ------------       ------------
                                              $370,646,066       $152,045,831
                                              ------------       ------------
                                              ------------       ------------
LIABILITIES AND STOCKHOLDERS' EQUITY 

Premiums and commissions payable              $ 79,635,400       $ 23,572,783
Accounts payable and other liabilities           8,577,179          8,183,036
Loss reserves                                  108,911,186         21,726,157
Reinsurance balances payable                   108,961,418         17,787,552
Note payable to bank                             7,580,000         32,245,539
Long-term debt                                   3,393,299          4,188,540
                                              ------------       ------------
                                               317,058,482        107,703,607

Redeemable preferred stock                      10,000,000                 --

Stockholders' equity:
  Common stock (par value $.01):
    40,000,000 shares authorized;
    8,006,251 and 8,172,581 shares issued and 
    outstanding at September 30, 1996 and 
    December 31, 1995, respectively                 80,063             81,726
  Paid-in capital                               36,884,866         38,244,567
  Retained earnings                              6,427,549          5,881,973
  Unrealized appreciation of fixed maturity 
    and equity investments, net of taxes           232,606            208,958
  Unearned compensation                            (37,500)           (75,000)
                                              ------------       ------------
    Total stockholders' equity                  43,587,584         44,342,224

  Contingencies
                                              ------------       ------------
                                              $370,646,066       $152,045,831
                                              ------------       ------------
                                              ------------       ------------


See accompanying notes to unaudited consolidated financial statements.

                                       3

<PAGE>

                      CROP GROWERS CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                     (UNAUDITED)

<TABLE>
<CAPTION>

                                                     THREE MONTHS ENDED             NINE MONTHS ENDED
                                                        SEPTEMBER 30,                  SEPTEMBER 30,
                                                    1996          1995              1996         1995
                                                  --------      --------          --------     --------
<S>                                            <C>           <C>             <C>            <C>
Revenues:
  Service fees                                  $17,419,027   $16,492,215     $ 96,737,736   $79,069,394
  Software and hardware sales                       184,209        62,845        1,117,015       702,154
  Premiums earned and other income                  422,143        46,325        2,850,640       381,136
  Investment income                                 363,571       669,079        1,077,882     1,383,350
                                                -----------   -----------     ------------   -----------
    Total revenues                               18,388,950    17,270,464      101,783,273    81,536,034

Expenses:
  Agent commissions and other direct costs        6,928,570     6,938,947       62,255,866    49,887,534
  Cost of software and hardware sold                166,172        82,764          878,524       100,564
  Losses incurred and other expenses                 31,387    (3,219,306)       2,415,879    (2,871,826)
  General and administrative expenses             7,369,876     6,798,317       22,927,862    17,502,945
  Restructuring and non-core expenses             4,791,404            --        7,438,106            --
  Depreciation expense                              432,082       310,972        1,302,368       876,301
  Amortization expense                              382,413       234,026        1,216,142       663,292
  Interest expense                                  251,077       276,121        1,381,826       791,077
                                                -----------   -----------     ------------   -----------
    Total expenses                               20,352,981    11,421,841       99,816,573    66,949,887
                                                -----------   -----------     ------------   -----------

    Income (loss) before income taxes            (1,964,031)    5,848,623        1,966,700    14,586,147
    Income tax benefit (expense)                    662,649    (2,416,370)        (881,237)   (5,764,556)
                                                -----------   -----------     ------------   -----------
      Net income (loss)                         $(1,301,382)  $ 3,432,253     $  1,085,463   $ 8,821,591

      Redeemable preferred stock dividend       $  (113,889)  $        --     $   (113,889)  $        --
                                                -----------   -----------     ------------   -----------
      Net income (loss) attributable to 
        common stock                            $(1,415,271)  $ 3,432,253     $    971,574   $ 8,821,591
                                                -----------   -----------     ------------   -----------
                                                -----------   -----------     ------------   -----------

    Net income (loss) per common share          $      (.17)  $       .41     $        .12   $      1.06
                                                -----------   -----------     ------------   -----------
                                                -----------   -----------     ------------   -----------
    Weighted average common shares  
      outstanding                                 8,150,251     8,351,239        8,251,664     8,358,225
                                                -----------   -----------     ------------   -----------
                                                -----------   -----------     ------------   -----------

</TABLE>

        See accompanying notes to unaudited consolidated financial statements.

                                       4

<PAGE>

                      CROP GROWERS CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)

<TABLE>
<CAPTION>

                                                               NINE MONTHS ENDED
                                                                 SEPTEMBER 30,
                                                            1996              1995
                                                         ----------        ----------
<S>                                                   <C>                <C>
Operating activities:
  Net income                                           $   1,085,463     $  8,821,591
  Adjustments to reconcile net income to 
    net cash used by operating activities: 
    Depreciation                                           1,302,368           876,301
    Amortization                                           1,216,142           663,292
    Gain on sale of securities - available for sale          (61,736)         (426,879)
  Other changes:
    Premiums receivable                                 (146,187,577)     (146,026,044)
    Premiums and commissions payable                      38,208,102        48,889,840
    Accounts payable and other liabilities                   376,005         6,798,349
    Loss reserves                                         87,185,029        64,987,281 
    Reinsurance balances receivable                      (77,913,943)      (53,834,108)
    Reinsurance balances payable                          91,173,866        58,959,982
    Other                                                  3,286,074           435,419
                                                        -------------     ------------
  Net cash used by operating activities                     (330,207)       (9,854,976)

Investing activities:
  Decrease in company financed premiums                   17,854,515        24,780,160
  Purchases of equity securities - available for sale     (1,177,987)               --
  Purchases of fixed maturity securities - 
    available for sale                                      (214,612)      (10,047,852)
  Proceeds from sale of equity securities - 
    available for sale                                     1,186,525                --
  Proceeds from sale and maturities of fixed
    maturity securities - available for sale                 115,000        19,131,051
  Acquisition of Dawson, net of cash received                     --        (5,571,421)
  Capitalization of intangible assets, including
    acquisitions of businesses                              (391,964)       (6,432,132)
  Proceeds from sale of property and equipment               166,975                --
  Purchases of property and equipment                     (2,043,219)       (4,713,996)
                                                        ------------       -----------
  Net cash provided by investing activities               15,495,233        17,145,810

Financing activities:
  Net repayments of note payable to bank                 (24,665,539)      (13,052,000)
  Proceeds from issuance of long-term debt                    30,903         4,120,937
  Issuance of redeemable preferred stock                  10,000,000                --
  Redeemable preferred stock issuance costs                 (647,000)               --
  Payment of dividend on redeemable preferred stock         (113,889)               --
  Repayments on long-term debt                              (826,144)         (696,525)
  Repurchase of common stock                              (1,801,762)               --
  Issuance of common stock                                    14,400           284,850
                                                        ------------       -----------
  Net cash used by financing activities                  (18,009,031)       (9,342,738)
                                                        ------------       -----------

  Net decrease in cash and cash equivalents               (2,844,005)       (2,051,904)
  Cash and cash equivalents, beginning of year             6,980,570         2,975,363
                                                       -------------      ------------
  Cash and cash equivalents, end of period             $   4,136,565      $    923,459
                                                       -------------      ------------
                                                       -------------      ------------

</TABLE>

        See accompanying notes to unaudited consolidated financial statements.

                                       5

<PAGE>

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    QUARTERLY PRESENTATION

    The unaudited consolidated financial statements have been prepared by Crop
    Growers Corporation (the Company), pursuant to the rules and regulations of
    the Securities and Exchange Commission applicable to quarterly reports on
    Form 10-Q.  Certain information and footnote disclosures normally included
    in financial statements prepared in accordance with generally accepted
    accounting principles have been condensed or omitted pursuant to such rules
    and regulations, although management believes that the disclosures are
    adequate to make the information presented not misleading.  Results of
    operations for interim periods are not indicative of results of operations
    to be expected for the full year ending December 31, 1996.  It is suggested
    that these unaudited consolidated financial statements be read in
    conjunction with the consolidated financial statements and related notes in
    the Company's Form 10-K for the year ended December 31, 1995, as amended.

    In the opinion of management, the information furnished reflects all
    adjustments which are of a normal recurring nature and are necessary for a
    fair presentation of the Company's financial position as of September 30,
    1996 and December 31, 1995, and the results of its operations for the three
    and nine months ended September 30, 1996 and 1995, and its cash flows for
    the nine months ended September 30, 1996 and 1995.

    Certain amounts in the 1995 consolidated financial statements have been 
    reclassified to conform to the presentation in 1996.

2.  RECONCILIATION OF STOCKHOLDERS' EQUITY           1996               1995
                                                 -----------        -----------

    Balance at January 1,                        $44,342,224        $38,668,720
      Net income                                   1,085,463          8,821,591
      Change in unrealized appreciation of
        fixed maturity and equity investments,
        net of taxes                                  23,648           371,309
      Restricted stock compensation earned            37,500            37,500
      Exercise of stock options                       14,400           284,850
      Redeemable preferred stock dividend paid      (113,889)               --
      Issuance of common stock                            --           759,500
      Repurchase of common stock                  (1,801,762)               --
                                                 -----------       -----------
    Balance at September 30,                     $43,587,584       $48,943,470
                                                 -----------       -----------
                                                 -----------       -----------

    Included in the repurchase of common stock is the purchase of 76,000 and
    68,000 shares of the Company's common stock from its former President and
    Chief Executive Officer John Hemmingson and its former Executive Vice
    President Gary Black, respectively.  See footnote 5, "Separation
    Agreements" for further discussion on the repurchase of common stock.
    
3.  LINE OF CREDIT

    The Company had two secured revolving line of credit agreements in the 
    amount of $35 and $15 million which matured on October 15, 1996. The $35 
    million facility has been extended through November 25, 1996.  The $15 
    million facility was available solely to pay crop hail losses with 
    respect to policies issued, serviced or managed by or through the 
    company or its subsidiaries.  No amounts were drawn on this line during 
    1996 and the Company does not anticipate needing to renew this line in 
    1997. The $7.6 million outstanding under the $35 million facility at 
    September 30, 1996 was repaid during October. Since then, the Company 
    has not borrowed any additional amounts under the line of credit.

    Historically, the Company has utilized the line of credit during the 4th 
    quarter to finance premiums due to the Federal Crop Insurance Corporation 
    "FCIC" which have not yet been paid to the Company by the policyholder.  
    Under the Standard Reinsurance Agreement "SRA", the FCIC charges interest 
    at a rate of 1.25% per month

                                       6

<PAGE>

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

    on overdue premiums and the insurance company, which is responsible for 
    payment of the policyholder's premiums to the FCIC, passes such interest 
    cost on to the policyholder. The Company has agreed with its contracting 
    insurance companies to assume the responsibility for such payments to the 
    FCIC and, therefore, receives interest payments made by policyholders on 
    deferred premiums. The Company and Fireman's Fund Insurance Company are 
    currently negotiating an agreement whereby Fireman's Fund would finance 
    the premiums and the Company would receive a service fee as its 
    compensation for administering the ultimate collection of premium 
    payments by policy holders. The Company has and is also discussing 
    financing these premiums using a line of credit.

    The FCIC provides an expense reimbursement advance to the Company once 
    the premium due from a policyholder has been calculated and accepted 
    by the FCIC which is in advance of when the premium is paid.  The Company 
    also uses the line of credit to finance working capital needs prior to 
    receiving this advance from the FCIC.  The Company generally utilizes 
    the line of credit for this purpose from April through September. The 
    Company has and is currently in the process of negotiating with lenders to 
    secure additional working capital financing. If the Company were unable 
    to secure a credit facility, it would be required to seek additional 
    sources of financing for its working capital needs. Such sources could 
    include dividends from its insurance subsidiaries, issuance of debt or 
    equity securities, or the sale of assets.

4.  LEGAL MATTERS 

    INDEPENDENT COUNSEL INVESTIGATION.  On May 30, 1996, the Company, its 
    former President and Chief Executive Officer John Hemmingson and its 
    former Executive Vice President Gary Black were indicted by a federal 
    grand jury in Washington, D.C. in connection with the previously 
    announced investigation being conducted by the Independent Counsel 
    appointed to investigate matters relating to former Secretary of 
    Agriculture, Mike Espy. (UNITED STATES OF AMERICA V. CROP GROWERS 
    CORPORATION, JOHN J. HEMMINGSON, AND GARY A. BLACK (CRIMINAL ACTION NO. 
    96-0181 (6K))) The indictment alleges conspiracy to violate federal 
    election laws, false statements to a government agency, falsification of 
    books and records, false statements to auditors, various securities law 
    violations and other matters.  The trial is scheduled to begin on 
    January 23, 1997 in federal court in Washington D.C.  The Company formed 
    a special committee (the "Special Committee"), consisting of outside 
    directors of the Board of Directors, which had the authority and discretion 
    to take any and all appropriate actions relating to the investigation to 
    review matters related to the investigation. In August 1996, the 
    Company announced that the Board of Directors would have the authority to 
    take actions with respect to the investigation and the special 
    committee's function would end. On August 6, 1996, Mr. Hemmingson, but 
    not the Company, was added to a previous federal indictment in New 
    Orleans of Henry Espy, Alvarez Ferrouillet and other entities. The 
    charges against Mr. Hemmingson involve money laundering and other matters 
    being investigated by the Independent Counsel.  The trial is scheduled to 
    begin on December 2, 1996 in federal court in New Orleans.  The Company 
    believes that Mr. Hemmingson intends to defend the New Orleans matter 
    vigorously. It is not possible to predict what adverse consequences, if 
    any, would flow to the Company from an outcome unfavorable to Mr. 
    Hemmingson in that proceeding.

    The Company intends to vigorously defend the charges brought against it 
    by the Independent Counsel.  Although the ultimate outcome of the 
    proceedings cannot be determined, if the outcome is unfavorable, the 
    Company could be subject to substantial monetary fines and other 
    sanctions.  In addition, the charges or convictions could effect the 
    ability of the Company to participate in the MPCI program or could 
    result in state insurance regulatory issues.  Any such result would 
    likely have a material adverse effect on the Company, its results of 
    operations, financial position and liquidity.  No provision for any 
    liability that may result from events relating to the charges or 
    convictions have been made in the Company's Consolidated Financial 
    Statements. 

                                       7

<PAGE>

                   CROP GROWERS CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

    SHAREHOLDER LITIGATION.  On May 22, 1995, a complaint in an action entitled
    JEANNE M. WEILEIN VS. JOHN HEMMINGSON, GARY BLACK AND CROP GROWERS
    CORPORATION (CIV. NO. 95-58-GF-PGH) was filed in the United States District
    Court for the District of Montana.  On May 26, 1995, a complaint in an
    action entitled SANDRA L. ING. VS. JOHN HEMMINGSON, GARY BLACK AND CROP
    GROWERS CORPORATION (CIV. NO. 95-59-GF-PGH) was filed in the same court. 
    Each suit was filed by one shareholder of the Company as a class action on
    behalf of all persons who purchased the Company's common stock between
    February 13, 1995 and May 16, 1995.  Except for the identities of the named
    plaintiffs, the complaints are identical in all respects.  The two suits
    have been consolidated by the court into a single action entitled IN RE
    CROP GROWERS SECURITIES LITIGATION (CIV. NO. 95-58-GF-PGH).  The complaint
    alleges, among other things, that the Company made false and misleading
    statements in publicly filed or disseminated documents to inflate
    artificially the price of its common stock.  The complaint seeks
    compensatory damages for the class. On March 20, 1996, the Magistrate Judge
    issued a Report and Recommendation granting the plaintiffs' motion for
    class certification and issued an Order denying defendants' motion to
    dismiss. The Company has filed objections to the Magistrate's Report and
    Recommendation and appealed his Order to the District Court. The District
    Court currently has the Company's objections and appeal under advisement. 
    The parties are engaging in discovery, which to date has primarily involved
    the answering of written questions and production of documents.  Deposition
    discovery has just commenced.

    The Company considers the claims made in the complaint to be without merit
    and intends to continue to vigorously defend against them.  However, an
    unfavorable decision in this case would likely have a material adverse
    effect on the Company's results of operations, financial position or
    liquidity.  No provision for any liability that may result from events
    relating to the charges have been made in the Company's Consolidated
    Financial Statements.

5.  SEPARATION AGREEMENTS

    On September 23, 1996, the Company entered into separation agreements with
    its former President and Chief Executive Officer John Hemmingson and its
    former Executive Vice President Gary Black.  These agreements terminated
    the existing leave of absence agreements between the Company and each of
    Messrs. Hemmingson and Black as of June 30, 1996.  As part of the
    arrangement, Messrs. Hemmingson and Black no longer receive any
    compensation or benefits from the Company and the Company agreed to
    purchase 68,000 and 64,000 shares of its common stock from Messrs.
    Hemmingson and Black, respectively, at a price of $9.88 per share (based
    on, among other factors, the market price of the stock on the date the
    agreement in principle was reached, and the termination of compensation and
    benefits to Messrs. Hemmingson and Black).
    
    Additionally, the Company agreed to purchase up to an additional 8,000 
    and 4,000 shares of common stock monthly from each of Messrs. Hemmingson 
    and Black on the first day of September through January of 1997 at 
    prices related to the then bid and asked price of the stock.  
    Additionally, Mr. Hemmingson agreed to reduce his ownership in the 
    Company to less than 10% of the voting stock on an as converted basis by 
    June 30, 1998.  As a part of the separation agreements, Messrs. 
    Hemmingson and Black have also agreed to enter into proxy agreements 
    pursuant to which an independent third party institutional proxy holder 
    will exercise voting authority with respect to all matters on which 
    shares then owned by either Messrs. Hemmingson or Black are entitled to 
    vote.  The proxy arrangements will not be effective until receipt of 
    necessary insurance regulatory approvals from the state insurance 
    commissioners of the states in which the Company's insurance companies 
    are domiciled.  Messrs. Hemmingson and Black will, subject to certain 
    conditions, be able to dispose of their shares during the period that 
    the proxy agreements remain in effect.  Under certain circumstances, 
    Fireman's Fund Insurance Company has a first right of refusal on shares 
    sold by either Messrs. Hemmingson or Black.  The proxies will remain in 
    place until the earlier of the acquittal of Messrs. Hemmingson and Black 
    under the indictments obtained by the Independent Counsel or the end of 
    the suspension/debarment periods currently being imposed by the Federal 
    Crop Insurance Corporation on Messrs. Hemmingson and Black.
        
                                       8

<PAGE>
                    CROP GROWERS CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

    At September 30, 1996, the Company had purchased 76,000 and 68,000 shares
    from Messrs. Hemmingson and Black, respectively at an average price of
    $9.78 per share.

6.  RESTRUCTURING AND NON-CORE EXPENSES

    The following is a breakdown of restructuring and non-core expenses.

<TABLE>
<CAPTION>
                                                        Three months ended    Nine months ended
                                                        September 30, 1996    September 30, 1996
                                                        ------------------    ------------------
    <S>                                                 <C>                   <C>
    Write down and losses on assets to be disposed 
      and elimination of non-core operations               $ 1,654,000            $ 1,847,000
    Other restructuring charges                                761,000                761,000
                                                           -----------            -----------
         Total restructuring charges                         2,415,000              2,608,000
                                                           -----------            -----------

    Shareholder litigation - defense costs                      33,000                168,000
    Independent counsel matters - defense costs              1,313,000              2,732,000
                                                           -----------            -----------
         Total defense costs                                 1,346,000              2,900,000
                                                           -----------            -----------

    Relocation costs                                         1,030,000              1,930,000
                                                           -----------            -----------
         Total restructuring and
           non-core expenses                               $ 4,791,000            $ 7,438,000
                                                           -----------            -----------
                                                           -----------            -----------
</TABLE>

    As part of the Company's consolidation efforts, the Company has recorded 
    write downs and losses on assets to be disposed consisting of real estate 
    and software mapping inventory. The Company has also recorded expenses 
    related to the elimination of certain business operations including 
    travel agency and employee leasing ventures. These amounts were written 
    off or down to net realizable value in the three months ended September 
    30, 1996. At September 30, 1996, the Company had $7.2 million recorded as 
    assets to be disposed which are included in prepaids and other assets. 
    The Company anticipates selling these assets over the next twelve months.

    The Company continues to vigorously defend the Independent Counsel
    indictment and the shareholder litigation.  Those costs incurred in
    defending these actions, including the advancement of costs under the 
    indemnification agreements with Messrs. Hemmingson and Black, have been 
    recorded as defense costs.

    On March 28, 1996, the Company announced that it was relocating its
    headquarters and main office to Overland Park, Kansas. Since then, the
    Company has substantially completed relocation efforts and anticipates
    completion of these efforts by the end of 1996.

7.  ISSUANCE OF REDEEMABLE PREFERRED STOCK

    On July 10, 1996, Fireman's Fund Insurance Company purchased 10,000 shares
    of a new series of preferred stock of the Company for $10 million.  The
    preferred stock is convertible into common stock at a price of $13.25 per
    share (equivalent to 754,717 shares), subject to certain adjustments.  The
    preferred stock pays a quarterly dividend (on each January 1, April 1, July
    1 and October 1 commencing October 1, 1996) of 5% per annum and is entitled
    to vote on all matters brought before the common stockholders on an 
    as-converted basis.  The preferred stock is redeemable at the option of the
    Company on or after July 9, 1997, at $1,000 per share plus all dividends
    accumulated and unpaid on the date fixed for redemption; however, the
    Company may not redeem the shares prior to July 9, 2001 unless the price of
    the common stock exceeds a redemption threshold set forth in the
    certificate of designations creating the preferred stock.  The preferred
    stock is subject to mandatory redemption on July 9, 2006.  Subsequent to 
    the issuance of preferred stock, the Company has 10,000,000 shares 
    authorized (par value $.01) and 10,000 shares issued and outstanding.

                                       9
<PAGE>

                                  SIGNATURE

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.


                                            CROP GROWERS CORPORATION



December 24, 1996                           ________________________
                                            David E. Hill
                                            Chief Financial Officer


                                      10