RELIANCE GROUP HOLDINGS INC
10-K/A, 2000-06-23
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                         ------------------------------


                                  FORM 10-K/A
                                AMENDMENT NO. 2

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]


                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999


                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
              THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM                         TO
                               -----------------------    ----------------------

COMMISSION FILE NUMBER                      1-8278
                      ----------------------------------------------------------

                          RELIANCE GROUP HOLDINGS, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                                13-3082071
     (STATE OR OTHER JURISDICTION                   (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)

           PARK AVENUE PLAZA
          55 EAST 52ND STREET
          NEW YORK, NEW YORK
    (ADDRESS OF PRINCIPAL EXECUTIVE                       10055
               OFFICES)                                (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 909-1100
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                             NAME OF EACH EXCHANGE ON WHICH
          TITLE OF EACH CLASS                          REGISTERED
---------------------------------------  ---------------------------------------
     Common Stock, $.10 Par Value          New York Stock Exchange and Pacific
                                                        Exchange

9% Senior Notes, Due November 15, 2000           New York Stock Exchange

9 3/4% Senior Subordinated Debentures,
         Due November 15, 2003                   New York Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      None

     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,
to 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
amendment to the Form 10-K. [ ]


     As of March 15, 2000, 116,166,281 shares of the common stock of Reliance
Group Holdings, Inc. were outstanding, and the aggregate market value of the
voting stock held by nonaffiliates was approximately $240,856,457.


                      DOCUMENTS INCORPORATED BY REFERENCE:


          (1) Reliance Group Holdings, Inc. 1999 Annual Report--Parts I, II and
              IV.



          (2) Reliance Group Holdings, Inc. Proxy Statement for the Annual
              Meeting of Stockholders held June 21, 2000--Part III.

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                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE 23RD DAY OF
JUNE, 2000.


                                          RELIANCE GROUP HOLDINGS, INC.


                                          BY:      /s/ GEORGE R. BAKER
                                             -----------------------------------
                                                      GEORGE R. BAKER
                                                         PRESIDENT
                                                AND CHIEF EXECUTIVE OFFICER


                                       2
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                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT  EXHIBIT                                                                                      SEQUENTIALLY
NUMBER   DESCRIPTION                                                                                  NUMBERED PAGE
------   ------------------------------------------------------------------------------------------   -------------
<C>      <C>   <S>                                                                                    <C>
 23.1     --   The consent of Deloitte & Touche LLP (formerly Touche Ross & Co.)                              1
 99.1     --   Annual Report on Form 11-K of Reliance Savings Incentive Plan for the year ended
               December 31, 1999                                                                           1-15
</TABLE>


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