<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-Q

(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 MARCH 31, 1997

     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)

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 May 1, 1997
was 7,972,551 shares.

<PAGE>

                            CROP GROWERS CORPORATION

                                    FORM 10-Q
                          Quarter ended March 31, 1997

                                      INDEX


                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

             Consolidated Balance Sheets as of March 31, 1997
               (unaudited) and December 31, 1996                              3

             Consolidated Statements of Income (unaudited) for
               the Three Months Ended March 31, 1997 and March 31, 1996       4

             Consolidated Statements of Cash Flows (unaudited) for the
               Three Months Ended March 31, 1997 and March 31, 1996           5

             Notes to Unaudited Consolidated Financial Statements             6

Item 2.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                        8


PART II - OTHER INFORMATION

Item 1.    Legal Proceedings                                                 14

Item 2.    Changes in Securities                                             14

Item 3.    Defaults Upon Senior Securities                                   14

Item 4.    Submission of Matters to a Vote of Security Holders               14

Item 5.    Other Information                                                 14

Item 6.    Exhibits and Reports on Form 8-K                                  14


SIGNATURES                                                                   15

                                        2
<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS.

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        MARCH 31,     DECEMBER 31,
                                                          1997            1996
                                                       (UNAUDITED)
ASSETS                                                ------------   ------------
<S>                                                  <C>             <C>
Investments:
  Fixed maturities, held to maturity                  $  1,307,963   $  1,308,439
  Fixed maturities, available for sale                   5,986,459      5,199,708
                                                      ------------   ------------
    Total investments                                    7,294,422      6,508,147

Cash and cash equivalents                                7,404,434     16,132,126
Premiums receivable, net                               167,710,319     71,854,123
Reinsurance balances recoverable                       114,827,975     32,625,869
Property and equipment, net                              5,114,830      5,242,447
Intangible assets, net                                   9,462,719      9,857,238
Other assets                                            14,168,477     16,709,178
                                                      ------------   ------------
                                                      $325,983,176   $158,929,128
                                                      ------------   ------------
                                                      ------------   ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Premiums and commissions payable                      $ 63,387,643   $ 46,961,297
Accounts payable and accrued liabilities                18,938,547     15,767,331
Reinsurance balances payable                            81,135,802     17,010,461
Loss reserves                                          113,361,632     32,147,342
Long-term debt                                           2,964,564      3,290,672
                                                      ------------   ------------
    Total liabilities                                  279,788,188    115,177,103

Redeemable preferred stock                              10,000,000     10,000,000

Stockholders' equity:
  Common stock (par value $.01):
    40,000,000 shares authorized; 7,972,251
    and 7,970,251 shares issued and outstanding
    at March 31, 1997 and December 31, 1996,
    respectively                                            79,723         79,702
  Paid-in capital                                       36,744,095     36,729,115
  Accumulated deficit                                     (653,953)    (3,086,499)
  Unrealized appreciation of fixed maturity
    investments, net of taxes                               37,623         54,707
  Unearned compensation                                    (12,500)       (25,000)
                                                      ------------   ------------
    Total stockholders' equity                          36,194,988     33,752,025
                                                      ------------   ------------
                                                      $325,983,176   $158,929,128
                                                      ------------   ------------
                                                      ------------   ------------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                        3
<PAGE>

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


                                                   THREE MONTHS ENDED
                                                 MARCH 31,       MARCH 31,
                                                   1997            1996
                                               -----------      -----------

Revenues:
  Service fees                                 $49,736,836      $66,272,697
  Premiums earned and other income                 521,968          780,020
  Investment income                                206,483          561,512
                                               -----------      -----------
    Total revenues                              50,465,287       67,614,229

Expenses:
  Agent commissions and other direct costs      36,010,211       46,280,011
  Losses incurred and other expense                142,358          444,613
  General and administrative expense             7,481,595        8,028,484
  Non-recurring expenses                         1,375,000               --
  Legal matters                                  1,134,518          551,396
  Interest expense                                  93,165          834,037
                                               -----------      -----------
    Total expenses                              46,236,847       56,138,541
                                               -----------      -----------

  Income before income tax expense               4,228,440       11,475,688

    Income tax expense                          (1,682,919)      (4,503,163)
                                               -----------      -----------
Net income                                       2,545,521        6,972,525

      Redeemable preferred stock dividend         (125,000)              --
                                               -----------      -----------

Net income attributable to common stock        $ 2,420,521      $ 6,972,525
                                               -----------      -----------
                                               -----------      -----------
    Net income per common share                $       .30      $       .84
                                               -----------      -----------
                                               -----------      -----------

    Weighted average common shares
      outstanding                                7,984,847        8,348,429
                                               -----------      -----------
                                               -----------      -----------


See accompanying notes to unaudited consolidated financial statements.

                                        4
<PAGE>

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

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                         MARCH 31,      MARCH 31,
                                                           1997            1996
                                                      -------------    ------------
<S>                                                   <C>             <C>
Operating activities:
  Net income                                          $   2,545,521   $   6,972,525
  Adjustments to reconcile net income to
    net cash (used) provided by operating activities:
    Depreciation                                            396,450         423,297
    Amortization                                            394,519         451,239
  Other changes:
    Premiums receivable                                 (95,856,196)   (114,023,552)
    Premiums and commissions payable                     16,426,346      28,221,592
    Accounts payable and accrued liabilities              3,171,216       8,822,382
    Loss reserves                                        81,214,290      63,615,408
    Reinsurance balances recoverable                    (82,202,106)    (63,681,920)
    Reinsurance balances payable                         64,125,341      69,072,866
    Other                                                 2,585,487       4,440,964
                                                      -------------    ------------
  Net cash (used) provided by operating activities       (7,199,132)      4,314,801

Investing activities:
  Change in company financed premiums                            --      20,616,941
  Purchases of securities - available for sale           (1,240,645)       (575,793)
  Proceeds from sale and maturity of securities -
    available for sale                                      405,000         570,613
  Capitalization of intangible assets                            --         (26,847)
  Purchase of property and equipment                       (268,833)     (1,168,773)
                                                      -------------    ------------
  Net cash (used) provided by investing activities       (1,104,478)     19,416,141

Financing activities:
  Net repayments of note payable to bank                         --     (29,336,900)
  Redeemable preferred stock dividend                      (125,000)             --
  Proceeds from issuance of long-term debt                       --          20,034
  Repayments on long-term debt                             (326,108)       (370,097)
  Repurchase of common stock                                (77,975)       (394,063)
  Issuance of common stock                                  105,001           6,000
                                                      -------------    ------------
  Net cash used by financing activities                    (424,082)    (30,075,026)
                                                      -------------    ------------

  Net decrease in cash and cash equivalents              (8,727,692)     (6,344,084)
  Cash and cash equivalents, beginning of quarter        16,132,126       6,980,570
                                                      -------------    ------------
  Cash and cash equivalents, end of quarter           $   7,404,434    $    636,486
                                                      -------------    ------------
                                                      -------------    ------------
</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, 1997.  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 
Annual Report on Form 10-K for the year ended December 31, 1996.

     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 March 31, 1997 and
December 31, 1996, and the results of its operations and its cash flows for the
three months ended March 31, 1997 and 1996.

2.   RECONCILIATION OF STOCKHOLDERS' EQUITY            1997             1996
                                                       ----             ----

     Balance at January 1                         $33,752,025      $44,342,224
       Net income                                   2,545,521        6,972,525
       Change in unrealized appreciation of
         fixed maturity and equity investments,
         net of taxes                                 (17,084)          (3,710)
       Restricted stock compensation earned            12,500           12,500
       Exercise of stock options                      105,001            6,000
       Repurchase of common stock                     (77,975)        (394,062)
       Dividend payment on redeemable
         preferred stock                             (125,000)              --
                                                  -----------      -----------
     Balance at March 31                          $36,194,988      $50,935,477
                                                  -----------      -----------
                                                  -----------      -----------


3.   NON-RECURRING EXPENSES

     In connection with the dissolution of its multi-peril crop insurance 
("MPCI") agency agreement with CNA Insurance Companies ("CNA") effective for 
the 1997 crop year, the Company canceled and transferred MPCI policies, 
previously written on CNA paper, to Fireman's Fund Insurance Company 
("Fireman's Fund"), or one of the Company's insurance subsidiaries.  The 
Company offered incentive fees to agents to compensate them for obtaining the 
necessary cancellation and rewrite forms from policyholders.  In the quarter 
ended March 31, 1997, the Company agreed to pay approximately $1.1 million in 
incentive fees relating to transferred business. The Company also accrued 
$275,000 related to the buy-out of a consulting agreement with a former 
employee of a company previously acquired by the Company.

4.   LEGAL MATTERS

     On February 28, 1997, the Company entered into a settlement agreement 
relating to a securities class action lawsuit which had been filed in May, 
1995 for $2.5 million, $1.22 million of which was payable by the Company with 
the remainder payable under the terms of a directors' and officers' insurance 
policy.  The $1.22 million was accrued at December 31, 1996 and paid on May 
1, 1997. In the three months ended March 31, 1997, the Company incurred 
legal fees of approximately $53,000 associated with this matter.

     On January 21, 1997, the Company entered a NOLO CONTENDERE plea to two 
charges in the matter of UNITED STATES OF AMERICA V. CROP GROWERS 
CORPORATION, JOHN J. HEMMINGSON AND GARY A. BLACK (Crim. No. 96-0181(GK)), 
filed in the United States Federal District Court in Washington, D.C. The 
Company paid a fine in the amount of $2.0 million which was accrued at 
December 31, 1996 and under the settlement agreement $1.5 million was paid in 
February 1997 and $500,000 was paid in April 1997. In the three months ended 
March 31, 1997 the Company incurred legal fees of $1.1 million associated 
with this matter, including amounts advanced by the Company pursuant to 
indemnification agreements between two former officers and the Company. The 
counts with respect to which the Company entered its plea alleged conspiracy 
to make and conceal illegal campaign contributions and the making and keeping 
of false records and accounts under provisions of the Securities and Exchange 
Act of 1934. A nono contendere plea is neither an admission nor a denial of 
guilt. See also "Part II - Other Information -- Item 1 - Legal Proceedings."

     By its terms, the Company's settlement does not compromise or preclude 
civil actions by other governmental regulatory authorities, such as the 
Federal Election Commission, Securities and Exchange Commission, the USDA, or 
state or federal insurance regulatory authorities, or shareholders as a 
result of the allegations made by the IC and the Company's NOLO CONTENDERE 
plea. No assurance can be given as to what action a regulatory authority 
might take in response to the Company's plea and its agreement with the IC.


                                        6
<PAGE>

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

5.   ACQUISITION AGREEMENT

     On March 5, 1997, the Company and Fireman's Fund entered into a 
definitive agreement by which Fireman's Fund would acquire the Company in a 
cash merger at $10.25 per share.  Fireman's Fund presently owns convertible 
preferred stock of the Company and has exercised its rights to purchase an 
additional 1,827,477 shares of common stock from former Company executives 
for $10.00 per share.  The Company consented to such purchases, subject to 
certain restrictions.  The transaction is subject to, among other things, 
Company stockholder approval, regulatory approvals and other customary 
conditions.  On May 8, 1997, the Company filed a preliminary proxy statement 
with the Securities and Exchange Commission relating to this transaction.  
Because of regulatory approvals and clearances, the transaction is not 
expected to close until mid-1997. 

6.   NEW ACCOUNTING PRONOUNCEMENTS

     In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share" which revises the calculation and presentation
provisions of Accounting Principles Board Opinion 15 and related
interpretations.  Statement No. 128 is effective for the Company's fiscal year
ending December 31, 1997.  Retroactive application will be required.  The
Company believes the adoption of Statement No. 128 will not have a significant
affect on its reported earnings per share.



                                        7
<PAGE>

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          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.
Such forward-looking information reflects the Company's current best estimates
regarding future operations, but, since they 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 federal or state laws or regulations including, without 
limitation, changes to the multi-peril crop insurance ("MPCI") program 
currently being considered and future changes which may be made by the 
Federal Crop Insurance Corporation ("FCIC") (the federal agency which 
administers the MPCI program), funding for the MPCI program, price 
competition impacting premium levels and agent commissions, and general 
economic conditions. Federal regulations governing aspects of crop insurance 
are frequently modified, and any such changes may impact the Company's 
results of operations.

AGENCY OPERATIONS

SERVICE FEES

     The Company's agency operations annual revenues include service fees 
related to servicing of MPCI and crop hail insurance, excess loss adjusting 
expense reimbursement related to MPCI premiums serviced and profit sharing 
amounts, if any, resulting from underwriting gains, if any, on the premiums 
it services.

     For coverage exceeding the basic level of MPCI coverage ("Buy-Up 
Coverage"), the Company is entitled to the expense reimbursement payable by 
the FCIC.  This expense reimbursement is passed through to the Company under 
its MPCI contracts with third party insurance companies and is paid directly 
to the Company for MPCI premiums underwritten by its property and casualty 
insurance subsidiaries.  For the 1997 crop year (beginning July 1, 1996), the 
expense reimbursement for Buy-Up Coverage was established by the FCIC at 29%. 
For the 1996 crop year, the expense reimbursement for Buy-Up Coverage was 
established by the FCIC at 31%.

     For the basic level of MPCI coverage ("Basic Coverage"), the Company 
retains a portion of the administrative fee paid by the insured and receives 
an amount for loss adjusting expenses (regardless of the loss experience of 
the insureds), which amounts are passed through or paid directly to the 
Company under its MPCI contracts.  For Basic Coverage, the Company's portion 
of the administrative fee is up to the first $100 of the fee paid by the 
insured and the loss adjusting expense reimbursement which is equal to 4.7% 
of an imputed premium (based upon a 65% production guarantee at a 100% price 
election).

     The expense reimbursement level for the 1998 and 1999 crop years for 
Buy-Up Coverage is limited under the Federal Crop Insurance Reform Act of 
1994 (the "Reform Act") to levels not to exceed 28% and 27.5%, respectively.  
See the following paragraph for a discussion of proposed changes to the 
expense reimbursement level for the 1998 crop year. Because the Company's 
MPCI service fees are directly related to the expense reimbursement 
established by the FCIC, the Company's future MPCI service fees will be 
affected by the reductions in the level of expense reimbursement. MPCI agent 
commissions vary by agent depending on such factors as the volume of premium 
produced by the agent, whether or not the agent is responsible for any direct 
costs and other competitive factors.

                                        8
<PAGE>

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


     On March 20, 1997, a draft of the Standard Reinsurance Agreement ("SRA") 
(effective for the 1998 crop year) was released by the FCIC.  The draft SRA 
proposes to revise the expense reimbursement level for Buy-Up Coverage to an 
amount equal to a flat $100 per policy plus 18% of the premium related to 
that policy (17% in the case of Crop Revenue Coverage policies, a revenue 
protection coverage introduced by the FCIC in the 1997 crop year).  For Basic 
Coverage, private companies would receive a flat dollar amount per policy 
(not to exceed $100 per policyholder per county) plus 4.8% of the premium 
related to that policy (based on a 50% production guarantee at a 60% price 
election).  The draft SRA also proposes certain changes to the risk sharing 
arrangement (calculation of underwriting gain or loss on premiums retained by 
private companies) between private companies and the FCIC.  Under the 
proposed draft, private companies would receive the expense reimbursement in 
one installment at the time acreage reports are reported to and validated by 
the FCIC. The draft SRA also proposes certain other changes to the 
administration of the MPCI program, including certain compliance and program 
integrity issues.  Earlier in 1997 and as a part of the Clinton 
Administration's budget proposal for the government's 1998 fiscal year, 
funding for the expense reimbursement was proposed at 24.5% for the 1998 crop 
year.

     The Company is not able to predict whether any or all of the proposed
revisions to the SRA will ultimately be adopted, but believes that the proposed
revisions (particularly the revisions to the expense reimbursement), if
implemented as proposed, would have an adverse impact on the Company's results
of operations in the 1998 crop year (as proposed, the impact on the Company's
service fee revenues based on its 1997 crop year book of business, would have
been to reduce service fee revenues by approximately 16%).  The Company cannot
predict what the final terms of the SRA will ultimately be or what other
legislative or administrative actions may occur as a part of the SRA revision
process or the federal budget process.  For the 1998 crop year, the Company
intends to negotiate with agents regarding reduced commissions on Buy-Up
Coverage to offset expense reimbursement reductions, however, there is no
assurance that any reduction will be able to be passed through to agents as a
result of competitive or other factors.

     Under its MPCI contracts, the Company is also entitled to receive any
excess loss adjustment expense reimbursement from the FCIC.  The FCIC pays
contracting insurance companies an amount up to 4% of premium on Buy-Up Coverage
for excess loss adjusting expenses on such coverage if loss ratios on the
Company's total book of MPCI business, by state and by risk retention fund, are
in excess of the ratios established by the FCIC. Generally, the excess loss
adjustment expense reimbursement increases as the loss ratio increases.  Under
Basic Coverage policies, the FCIC pays contracting insurance companies an amount
up to 1.7% of the imputed premium for excess loss adjusting expenses in the
event loss ratios on the overall book of Basic Coverage are in excess of loss
ratios established by the FCIC.  Effective with the 1998 crop year, the FCIC
will no longer pay excess loss adjustment expense reimbursement to contracting
companies.  In the 1996 crop year, the Company received approximately $1.6
million in excess loss adjusting expense reimbursements and expects to receive a
similar amount in the 1997 crop year.

     Additionally, for the 1997 crop year, the Company has an arrangement with
Fireman's Fund pursuant to which it is entitled to receive a percentage of the
underwriting gains, if any, on crop insurance it services.

     The Company's operating results may vary significantly depending on the 
underwriting results of the premiums serviced and underwritten by it.  The 
Company does not assume any of the underwriting loss under its servicing 
contracts with third party insurers and under the Company's MPCI agreement 
with Fireman's Fund, there is no loss carryforward to reduce future 
underwriting gains.  Underwriting gains or losses on crop insurance are 
generally not determinable until sometime after the second quarter of any 
year and, accordingly, the Company expects that revenues, if any, from these 
arrangements will typically be recognized in the third and fourth quarters. 
Underwriting gains on premiums serviced by the Company are recognized by

                                        9
<PAGE>

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


the Company as additional service fees and, because they generally have very low
related expenses, can have a material impact on the Company's operating results.
Accordingly, although the Company's risk management strategy is to minimize its
exposure to underwriting risk, the Company's earnings can be materially affected
by factors which impact underwriting results and, accordingly, its portion of
any underwriting gains, including the timing and severity of losses from storms
and other natural perils.

AGENT COMMISSIONS AND OTHER DIRECT COSTS

     Agent commissions and other direct costs related to marketing and servicing
MPCI are obligations of the Company under its MPCI agreements and, accordingly,
are reflected as expenses of the Company.  Other direct costs include loss
adjusting expenses, bureau fees and other costs.  These costs, except for loss
adjusting expenses, vary proportionally with the amount of premiums serviced.

     Loss adjustment expenses are based on management's estimate of all Company
adjusting costs to settle claims incurred or to be incurred on policies on which
revenue has been recognized.  The estimate is reviewed periodically and
variances, if any, in estimated versus actual amounts are reflected in current
operations.  In some instances, agents are responsible for loss adjusting
expenses or other direct costs associated with policies sold by them, and those
agents generally receive higher commissions in return for the assumption of
those direct costs.  Bureau fees are fees charged by NCIS for providing rates
and procedures required to be used by the FCIC.

RECOGNITION OF SERVICE FEES AND DIRECT COSTS

     The Company recognizes service fees from MPCI policies and the related
direct costs as of the sales closing date for the particular policy.  The sales
closing date, which is established by the FCIC, is the date on which coverage
for a crop must be bound or renewed by the policyholder and when substantially
all required services relating to placing the insurance have been rendered by
the Company.  Unless canceled by the farmer, policies in place from the prior
year automatically renew on the same terms on the sales closing date.

     Since sales closing dates precede the date on which farmers plant their
insured crop, MPCI coverage and related premiums are estimated by the Company
until the farmer subsequently submits his or her report on actual acreage
planted.  The effects of changes in such estimated premiums are included in the
results of operations in the period in which the estimates are changed.

     For crop hail insurance, service fees are recognized when the insurance
coverage is accepted by the insurance company, which is concurrent with the
completion of substantially all services required by the Company.  Direct costs
such as agent commissions, loss adjusting and premium taxes are recognized at
the time service fees are recognized.

INSURANCE OPERATIONS

     The Company's insurance operations include premiums earned and losses
incurred on MPCI Buy-up, Basic, crop hail, and other coverages underwritten and
retained by the Company's property and casualty insurance subsidiaries.

     For the 1996 and 1997 crop years, the Company did not and will not retain
any MPCI premiums underwritten by its insurance company subsidiaries.
Additionally, the Company will not retain any crop hail premiums underwritten by
its insurance company subsidiaries for the 1997 crop hail season.

                                       10
<PAGE>

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

INVESTMENT INCOME

     The Company earns investment income on investment securities and excess 
cash invested at certain times of the year, which typically occurs after MPCI 
and crop hail premiums are collected.  Realized gains and losses on the sale 
of investments are also included in investment income.

SEASONALITY

     The Company's quarterly operating results vary substantially from quarter
to quarter as a result of various factors, including MPCI sales closing dates,
crop production cycles and recognition of underwriting gains, if any.  The
Company recognizes the highest amount of service fees and related direct costs
in the first quarter because the sales closing date for the majority of spring
crops is March 15. The majority of these amounts are attributed to service fees
related to MPCI. Virtually all of the Company's service fees and direct costs
related to crop hail insurance are recognized in the second quarter.  The
Company generally recognizes its second highest amount of revenues and related
direct costs in the third quarter because the MPCI sales closing date for the
majority of fall crops is September 30. In addition, the Company may recognize a
portion of underwriting gains, if any, on the premiums it underwrites
or services in the third quarter. In the fourth quarter, the Company also
recognizes underwriting gains, if any, on the premiums it underwrites
or services, most of the interest income on MPCI deferred premium financing and
service fees on MPCI premiums with sales closing dates occurring in the fourth
quarter.  The Company cannot predict whether MPCI sales closing dates will be
changed in the future, but any such change could have a material effect on the
Company's quarterly results of operations.  Because the Company's business is
directly tied to the production cycle of crops, the Company expects that
seasonal patterns in its operating results will continue.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31, 1996

     AGENCY OPERATIONS.   Service fees decreased $16.6 million to $49.7 
million for the three months ended March 31, 1997 compared to $66.3 million 
in the three months ended March 31, 1996.  The decrease in service fees was 
primarily the result of decreased MPCI premiums serviced in the 1997 crop 
year due to, among other things, a loss of premiums due to certain agencies 
electing to have their premiums serviced by other insurance companies, the 
dissolution of the Company's relationship with CNA (and the need to cancel 
and transfer policies to Fireman's Fund), the overall lower level of 
commodity prices on the Company's insured crops, and the reduction in the 
reimbursement rate on MPCI Buy-Up premiums to 29% for the 1997 crop year from 
31% for the 1996 crop year. MPCI Buy-Up and Basic premiums serviced in the 
three months ended March 31, 1997 were $144.2 million and $32.2 million, 
respectively, as compared to $187.4 million and $38.5 million, respectively, 
in the three months ended March 31, 1996.

     The decrease in service fees was partially offset by $2.4 million in 
additional profit sharing revenue recorded in the three months ended March 
31, 1997, relating to the 1996 crop year.  The additional profit sharing 
resulted from better than expected development on estimated losses that were 
not settled at December 31, 1996.  As the Company continues to complete its 
claim processing related to the 1996 crop year, underwriting results may 
continue to develop favorably.

     Agent commissions and other direct costs decreased $10.3 million to 
$36.0 million for the three months ended March 31, 1997 compared to $46.3 
million for the three months ended March 31, 1996.  The decrease in agent 
commissions and other direct costs was the result of the decreased MPCI 
premiums serviced by the Company. However, agent commissions increased as a 
percentage of premiums serviced in the first quarter of 1997 as compared to 
1996 due to competitive pressures which forced the Company, in several areas 
of the country, to maintain historical commission rates offered to agents.  
The Company believes these competitive factors together with reductions in 
the expense reimbursement level will continue to


                                       11
<PAGE>

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


effect the Company's margins for the foreseeable future.

     INSURANCE OPERATIONS.   Virtually all of the premiums underwritten by the
Company's property and casualty insurance subsidiaries was reinsured with third
party insurance companies.  Accordingly, the impact of the Company's insurance
operations are not material to first quarter operations.

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative 
expenses decreased $547,000 in the three months ended March 31, 1997 to $7.5 
million from $8.0 million in the three months ended March 31, 1996.  The 
decrease was attributed to cost savings resulting from the restructuring of 
the Company's operations in 1996 and continued efforts by the Company to 
control expenses.  The Company had 401 and 513 employees at March 31, 1997 
and March 31, 1996, respectively.

     NON-RECURRING EXPENSES.  In connection with the dissolution of its MPCI 
agency agreement with CNA effective for the 1997 crop year, the Company 
canceled and transferred MPCI policies, previously written on CNA paper, to 
Fireman's Fund, or one of the Company's insurance subsidiaries.  The Company 
offered incentive fees to agents to compensate them for obtaining the 
necessary cancellation and rewrite forms from policyholders.  In the quarter 
ended March 31, 1997, the Company agreed to pay approximately $1.1 million in 
incentive fees relating to transferred business. The Company also accrued 
$275,000 related to the buy-out of a consulting agreement with a former 
employee of a company previously acquired by the Company.

     LEGAL MATTERS. On February 28, 1997, the Company entered into a 
settlement agreement relating to a securities class action lawsuit which had 
been filed in May, 1995 for $2.5 million, $1.22 million of which was payable 
by the Company with the remainder payable under the terms of a directors' and 
officers' insurance policy.  The $1.22 million was accrued at December 31, 
1996 and paid on May 1, 1997. In the three months ended March 31, 1997 the 
Company incurred legal fees of approximately $53,000 associated with this 
matter.

     On January 21, 1997, the Company entered a NOLO CONTENDERE plea to two 
charges in the matter of UNITED STATES OF AMERICA V. CROP GROWERS 
CORPORATION, JOHN J. HEMMINGSON AND GARY A. BLACK (Crim. No. 96-0181(GK)), 
filed in the United States Federal District Court in Washington, D.C. The 
Company paid a fine in the amount of $2.0 million which was accrued at 
December 31, 1996 and under the settlement agreement $1.5 million was paid in 
February 1997 and $500,000 was paid in April 1997. In the three months ended 
March 31, 1997 the Company incurred legal fees of $1.1 million associated 
with this matter, including amounts advanced by the Company pursuant to 
indemnification agreements between two former officers and the Company. The 
counts with respect to which the Company entered its plea alleged conspiracy 
to make and conceal illegal campaign contributions and the making and keeping 
of false records and accounts under provisions of the Securities and Exchange 
Act of 1934. A nono contendere plea is neither an admission nor a denial of 
guilt. See also "Part II - Other Information -- Item 1 - Legal Proceedings."

     By its terms, the Company's settlement does not compromise or preclude 
civil actions by other governmental regulatory authorities, such as the 
Federal Election Commission, Securities and Exchange Commission, the USDA, or 
state or federal insurance regulatory authorities, or shareholders as a 
result of the allegations made by the IC and the Company's NOLO CONTENDERE 
plea. No assurance can be given as to what action a regulatory authority 
might take in response to the Company's plea and its agreement with the IC.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

     Historically, most of the Company's cash flow has been used to pay 
premiums due to the FCIC in the last quarter of the year on behalf of 
policyholders in order to earn the spread between the interest charged to the 
policyholders, which is equal to the rate established by the FCIC, and the 
Company's cost of funds.  In November 1996, the Company and Fireman's Fund 
amended their MPCI agreement pursuant to which Fireman's Fund financed for 
the 1996 crop year the premiums on behalf of the policyholders in exchange 
for the interest charged on the deferred premiums. The Company continues to 
administer the collection of the receivables and is ultimately responsible 
for the collection of the balances.  The Company receives a fee for 
administrative costs related to the premiums financed.

OPERATING ACTIVITIES

     Cash used by operating activities was $7.2 million in the three months
ended March 31, 1997 as compared to cash provided by operating activities of
$4.3 million in the three months ended March 31, 1996.  The increase in cash
used by operating activities in the three months ended March 31, 1997 was
primarily due to the Company settling with insurance companies on crop hail and
MPCI premiums in the first quarter

                                       12
<PAGE>

                    CROP GROWERS CORPORATION AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


of 1997 versus the fourth quarter of 1995.  Additionally, the Company paid 
Fireman's Fund approximately $5.0 million for premium receivables which were 
financed by Fireman's Fund, and had not yet been paid by the policyholder.  
Also, during the three months ended March 31, 1996 the Company received a 
$4.0 million tax refund.

INVESTING ACTIVITIES

     Cash used by investing activities was $1.1 million in the three months
ended March 31, 1997 compared with cash provided by investing activities of
$19.4 million in the three months ended March 31, 1996.  The primary source of
cash provided by investing activities in 1996 was the receipt of a substantial
portion of the deferred MPCI premiums financed by the Company in the fourth
quarter of 1995.

FINANCING ACTIVITIES

     The Company used cash for financing activities of $424,000 in the three
months ended March 31, 1997 and $30.1 million in the three months ended March
31, 1996.  The primary use of cash in 1996 was to repay borrowings of $29.4
million under its line of credit.

CAPITAL RESOURCES

     In connection with the March 1997 acquisition agreement between the 
Company and Fireman's Fund, Fireman's Fund and the Company have entered into 
a $15 million working capital line of credit subject to certain borrowing 
base limitations.  The credit agreement includes restrictive covenants and 
the requirement to maintain certain financial ratios and minimum net worth.  
The commitment, which expires in March 1998, does not contain any loan or 
commitment fees and borrowings bear interest at a national bank's base rate. 
If the Company were to terminate the acquisition agreement with Fireman's 
Fund, any amounts then outstanding under the line of credit would become 
immediately due and payable. The Company is evaluating whether to replace 
this line of credit with a commercial line of credit from a financial 
institution.

     In addition, under the crop hail general agency agreement between the
Company and Fireman's Fund, Fireman's Fund will fund crop hail losses.
Accordingly, the Company will not need to finance crop hail losses in 1997.

     The Company believes that the cash generated from operations and the 
availability of borrowings under the Fireman's Fund working capital line of 
credit will provide sufficient resources to finance the Company's current 
operations and projected working capital needs for the next 12 months.

                                       13
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

          See Part I, Item 3 and Part II, Item 8, Note 16 (Legal Matters), of
the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

ITEM 2.   CHANGES IN SECURITIES.

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None.

ITEM 5.   OTHER INFORMATION.

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)       Exhibits

          None.

          (b)       Reports on Form 8-K

          1. The Company filed a Current Report on Form 8-K dated January 3, 
1997 announcing the ruling from the United States District Court for the 
District of Columbia on several of the Company's motions to dismiss certain 
charges against it related to the investigation of former Secretary of 
Agriculture Mike Espy by an Independent Counsel.

          2. The Company filed a Current Report on Form 8-K dated January 21, 
1997 announcing that the United States District Court for the District of 
Columbia had accepted the Company's plea of nolo contendere to two charges 
brought against it by the Independent Counsel appointed to investigate former 
Secretary of Agriculture Mike Espy.

          3. The Company filed a Current Report on Form 8-K dated February 
28, 1997 announcing a settlement had been reached between the Company, John 
Hemmingson and Gary A. Black, former executives of the Company, and 
plaintiffs (on behalf of a class of purchasers of the Company's common stock 
during the period February 13, 1995 and May 18, 1995, inclusive) in 
connection with a securities class action lawsuit.  In addition, the Company 
announced they had entered into a definitive agreement with Fireman's Fund 
Insurance Company whereby Fireman's Fund Insurance Company would acquire the 
Company in a cash merger at $10.25 per share.

                                       14
<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



May 15, 1997
                                             -----------------------------------
                                             David E. Hill
                                             Chief Financial Officer



                                       15