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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A

                               AMENDMENT NO. 3

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

For the fiscal year ended December 31, 1996

                         Commission file number 1-11422

                       PENNCORP FINANCIAL GROUP, INC.
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           (Exact name of Registrant as specified in its charter)

         Delaware                                        13-3543540
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(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation or organization)

  745 Fifth Avenue, Suite 500, NY, NY                       10151
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(Address of principal executive offices)                  (Zip code)

Registrant's telephone number, including area code: (212) 832-0700

Securities registered pursuant to Section 12(b) of the Act:

      Title of each class              Name of each exchange on which registered
      -------------------              -----------------------------------------

      Common Stock, $.01 par value            New York Stock Exchange

      $3.375 Convertible Preferred            New York Stock Exchange
      Stock, $.01 par value

Securities registered pursuant to Section 12(g) of the Act:

                                    None
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                               (Title of Class)

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
                                             ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained in the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 14, 1997: $1,038,930,511.50.

The number of Common Stock shares outstanding as of March 14, 1997 was
28,462,502.

                     DOCUMENTS INCORPORATED BY REFERENCE

                                     NONE


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                                Explanatory Note

On November 14, 1997, the Company filed on Form 8-K ("The Form 8-K") restated
financial statements for each of the years in the three year period ended
December 31, 1996, as well as the three month period ended March 31, 1997 and
the three and six month periods ended June 30, 1997.

These consolidated financial statements will become the historical consolidated
financial statements of the Company and appear in The Form 8-K as Exhibits
99.1, 99.8, and 99.9, respectively.

In addition, the Selected Financial Data, Management's Discussion and Analysis
of Financial Condition and Results of Operations, Quarterly Consolidated
Statements of Income, Financial Schedules and Statement Re Ratio of Earnings to
Fixed Charges and Preferred Stock Dividend Requirements have been prepared to
give effect to the restatement and appear herein as Exhibits 99.2, 99.3, 99.4,
99.6 and 99.7, respectively.

Investors should refer to the Form 8-K for the historical consolidated
financial statements of the Company and restated disclosure for each of the
periods indicated above.

The Items affected by this amendment are as follows:

Part II
     Item 6
     Item 7
     Item 8
Part IV
     Item 14

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                                   SIGNATURES

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


PENNCORP FINANCIAL GROUP, INC.
(The Registrant)

Dated:  November 14, 1997        By:      /s/  STEVEN W. FICKES              
                                                                             
                                          Steven W. Fickes                   
                                          President and Chief Financial Officer
                                          (Authorized officer and principal 
                                          accounting and financial officer of 
                                          the registrant)