ACCEPTANCE INSURANCE COMPANIES INC
8-A12B, 1995-02-28
FINANCE SERVICES
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                            FORM 8-A


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


               ACCEPTANCE INSURANCE COMPANIES INC.
     (Exact name of Registrant as specified in its charter)

        DELAWARE                                31-0742926
(State or other juris-                       (I.R.S. Employer
diction of incorporation                         ID No.)
or organization)

                      222 South 15th Street
                         Suite 600 North
                     Omaha, Nebraska  68102
                         (402) 344-8800
            (Address of principal executive offices)

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

Title of each class                Name of each exchange on which
to be so registered                each class is to be registered

Convertible Subordinated           New York Stock Exchange, Inc.
Notes Due 2005 ("Notes")

          If this Form relates to the registration of a class of
debt securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box.  []  [Added
in Release No. 34-34922 (para. 85,450), effective December 7,
1994, 59 F.R. 55342.]

          If this Form relates to the registration of a class of
debt securities and is to become effective simultaneously with
the effectiveness of a concurrent registration statement under
the Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box.  []  [Added in Release
No. 34-34922 (para. 85,450), effective December 7, 1994, 59 F.R.
55342.]

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

                         Not Applicable
<PAGE>
Item 1.   Description of Registrant's Securities to be Registered

          The information required by this item is contained on
the cover page and under the captions "Description of Notes" and
"Description of Capital Stock" in a Prospectus contained in the
Company's Registration Statement on Form S-3, Registration No.
33-57813, relating generally to the Notes.  Such information is
incorporated herein by reference.

Item 2.   Exhibits

          The following exhibits are incorporated by reference as
a part of this registration statement:

Exhibit
Number
- -------

  1       Form of Stock Certificate representing shares of
          Acceptance Insurance Companies Inc. Common Stock, $.40
          par value.  Incorporated by reference to the Acceptance
          Insurance Companies Inc. Annual Report on Form 10-K for
          the year ended December 31, 1992.

  2*      Form of Indenture relating to ____% Convertible
          Subordinated Notes due 2005 (including Form of Note) is
          incorporated by reference to Exhibit 4.3 of the
          Company's Registration Statement on Form S-3,
          Registration No. 33-57813.


*  To be filed by amendment to the Company's Registration
Statement on Form S-3, Registration No. 33-57813.

<PAGE>
                            SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

                              ACCEPTANCE INSURANCE COMPANIES INC.

                              Date: February 28, 1995


                                   /s/ Kenneth C. Coon
                              By _______________________________
                                   Kenneth C. Coon
                                   Chairman and Chief
                                   Executive Officer




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