<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) (1)
Citation Insurance Group
(Name of Issuer)
Common Stock
(Title of Class of Securities)
001728991
(CUSIP Number)
Philo Smith, 2950 Summer Street
Stamford, Connecticut 06905 (203) 348-7365
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following pages)
Page 1 of 10 Pages
___________________
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP No. 001728991 Page 2 of 10 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
United States citizen
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
225,379
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
225,379
11 Aggregate Amount Beneficially Owned By Each Reporting Person
383,057
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5.99%
14 Type Of Reporting Person
IN
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SCHEDULE 13D
CUSIP No. 001728991 Page 3 of 10 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith & Co., Inc.
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
None
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned By Each Reporting Person
None
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
14 Type Of Reporting Person
CO
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SCHEDULE 13D
CUSIP No. 001728991 Page 4 of 10 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Partners Limited Partnership - 06-0921598
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
None
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned By Each Reporting Person
None
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
14 Type Of Reporting Person
PN
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SCHEDULE 13D
CUSIP No. 001728991 Page 5 of 10 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Partners Limited Partnership Two
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
157,678
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
None
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
157,678
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned By Each Reporting Person
157,678
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.46%
14 Type Of Reporting Person
PN
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SCHEDULE 13D
CUSIP No. 001728991 Page 6 of 10 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Fund Limited
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Bermuda
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
225,379
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
225,379
11 Aggregate Amount Beneficially Owned By Each Reporting Person
225,379
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
3.52%
14 Type Of Reporting Person
IV
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SCHEDULE 13D
CUSIP No. 001728991 Page 7 of 10 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith Capital Corporation
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
157,678
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
225,379
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
157,678
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
225,379
11 Aggregate Amount Beneficially Owned By Each Reporting Person
383,057
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5.99%
14 Type Of Reporting Person
CO
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This Amendment No. 2 to Schedule 13D, filed with respect to the
common stock of Citation Insurance Group ("Citation"), amends the following
items of the original Schedule, as previously amended.
ITEM 4. PURPOSE OF TRANSACTION.
Each of PSCO Partners Two and PSCO Fund Limited presently intends
to sell, over time, all shares of Citation common stock owned by
it, the timing of such sales to be based on the price available in
the market for the shares and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
PSCO Partners has sold all of the shares of Citation common stock
owned by it. PSCO Partners Two owns 157,678 shares of Citation
common stock, or approximately 2.46% of the outstanding shares of
that class. PSCO Fund Limited owns 225,379 shares of Citation
common stock, or approximately 3.52% of the outstanding shares of
that class.
By virtue of the investment and voting arrangement described above,
Capital beneficially owns 157,678 shares of the common stock of
Citation, or approximately 2.46% of the outstanding, held by PSCO
Partners Two, and Philo Smith and Capital beneficially own 225,379
shares of the common stock of Citation, or approximately 3.52% of
the outstanding, held by PSCO Fund Limited.
In the past sixty days, PSCO Partners has effected the following
transactions in the common stock of Citation, each a sale through a
normal brokerage transaction in the over-the-counter market:
Trade Date Number of Shares Price
9/30/96 5,000 3.5625
10/04/96 25,000 3 3/4
10/08/96 5,000 3.6875
10/08/96 10,000 3 11/16
10/09/96 18,278 3.5625
In the past sixty days, PSCO Partners Two has effected the
following transactions in the common stock of Citation, each a sale
through a normal brokerage transaction in the over-the-counter
market:
Page 8 of 10 Pages
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Trade Date Number of Shares Price
10/09/96 6,722 3.5625
10/10/96 5,000 3 11/16
10/23/96 4,300 4
10/28/96 2,000 3 15/16
In the past sixty days, PSCO Fund Limited has effected the
following transactions in the common stock of Citation, each a sale
through a normal brokerage transaction in the over-the-counter
market:
Trade Date Number of Shares Price
9/16/96 10,000 3.6875
9/17/96 5,000 3 5/8
Page 9 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated this 1st day of November, 1996.
/s/ Philo Smith
Philo Smith
PHILO SMITH & CO., INC.
By: /s/ Philo Smith
Philo Smith, President
PSCO PARTNERS LIMITED PARTNERSHIP
By: /s/ Philo Smith
Philo Smith, General Partner
PSCO PARTNERS LIMITED PARTNERSHIP TWO
By: /s/ Philo Smith
Philo Smith, President of
Philo Smith Capital
Corporation, General Partner
PSCO FUND LIMITED
By: /s/ Philo Smith
Philo Smith, General Manager
PHILO SMITH CAPITAL CORPORATION
By: /s/ Philo Smith
Philo Smith, President
Page 10 of 10 Pages
