BALDWIN & LYONS INC
10-Q, 1998-08-14
INSURANCE AGENTS, BROKERS & SERVICE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-Q
                                    ---------

                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


                   -------------------------------------------
             
      For Quarter Ended                          Commission file number
        June 30, 1998                                    0-5534
                                        
                              BALDWIN & LYONS, INC.
             (Exact name of registrant as specified in its charter)

           INDIANA                                     35-0160330
           -------                                     ----------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                   Identification Number)

1099 North Meridian Street, Indianapolis, Indiana        46204
- -------------------------------------------------        -----
(Address of principal executive offices)               (Zip Code)
                                        
Registrant's telephone number, including area code:  (317) 636-9800
                                                    ---------------

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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes  [ X ]     No_[_  ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of August 7, 1998:

        TITLE OF CLASS              NUMBER OF SHARES OUTSTANDING

Common Stock, No Par Value:
   Class A (voting)                         2,394,854
   Class B (nonvoting)                     11,346,520


Index to Exhibits located on page 13.
                                        
                                        
                                        
                         PART I - FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS

BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                              June 30           December 31
                                                1998                1997
                                            -----------         -----------
                                            <C>                 <C>
<S>
ASSETS
Investments:
   Fixed maturities                           $ 266,174          $ 276,109
   Equity securities                            168,245            158,614
   Short-term and other                          17,807             17,902
                                            -----------         -----------
                                                452,226            452,625
Cash and cash equivalents                        23,426             23,402
Accounts receivable                              28,262             21,454
Reinsurance recoverable                          46,507             47,276
Other assets                                     14,059             12,258
                                            -----------         -----------
                                              $ 564,480          $ 557,015
                                            ===========         ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses         $ 195,122          $ 197,195
Reserves for unearned premiums                   27,535             18,806
Accounts payable and accrued expenses            30,014             29,662
Deferred federal income taxes                    14,254             16,249
Current federal income taxes                      1,353              1,140
                                            -----------         -----------
                                                268,278            263,052
Shareholders' equity:
   Common stock-no par value                        733                730
   Additional paid-in capital                    41,416             41,361
   Unrealized net gains on investments           40,538             45,614
   Retained earnings                            213,515            206,258
                                            -----------         -----------
                                                296,202            293,963
                                            -----------         -----------
                                              $ 564,480          $ 557,015
                                            ===========         ===========

Number of common and common
   equivalent shares outstanding                 13,850             13,845

Book value per outstanding share                 $21.39             $21.23
</TABLE>
                                        
See notes to condensed consolidated financial statements.

BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                Three Months Ended             Six Months Ended
                                                     June 30                       June 30
                                            --------------------------    --------------------------
                                                1998           1997           1998           1997
                                            -----------    -----------    -----------    -----------
                                            <C>            <C>            <C>            <C>
<S>
REVENUES
Net premiums earned                            $ 18,855       $ 14,987       $ 35,840      $ 28,309
Net investment income                             4,612          4,664          9,235         9,275
Realized net gains on investments                 2,285          3,887          4,624         9,331
Commissions and other income                        454            441            769           819
                                            -----------    -----------    -----------    -----------
                                                 26,206         23,979         50,468        47,734
EXPENSES
Losses and loss expenses incurred                10,810          9,486         21,532        18,349
Other operating expenses                          7,304          5,421         14,098        10,623
                                            -----------    -----------    -----------    -----------
                                                 18,114         14,907         35,630        28,972
                                            -----------    -----------    -----------    -----------
       INCOME BEFORE FEDERAL INCOME TAXES         8,092          9,072         14,838        18,762
Federal income taxes                              2,471          2,833          4,501         5,950
                                            -----------    -----------    -----------    -----------
                               NET INCOME      $  5,621       $  6,239       $ 10,337      $ 12,812
                                            ===========    ===========    ===========    ===========

PER SHARE DATA - BASIC AND DILUTED:
    Income before realized net gains           $    .30       $    .26       $    .53      $    .48
    Realized net gains on investments               .11            .18            .22           .43
                                            -----------    -----------    -----------    -----------
                               NET INCOME      $    .41       $    .44       $    .75      $    .91
                                            ===========    ===========    ===========    ===========

DIVIDENDS                                      $    .10       $    .10       $    .20      $    .20
                                            ===========    ===========    ===========    ===========
RECONCILIATION OF SHARES OUTSTANDING:
   Average shares outstanding - basic            13,737         13,822         13,716        13,844
   Dilutive effect of options outstanding           137            190            159           190
                                            -----------    -----------    -----------    -----------
   Average shares outstanding - diluted          13,874         14,012         13,875        14,034
                                            ===========    ===========    ===========   ===========
</TABLE>
                                        

See notes to condensed consolidated financial statements.

BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                         Six Months Ended
                                                             June 30
                                                    --------------------------
                                                       1998           1997
                                                   -----------    -----------
                                                   <C>            <C>
<S>
Net cash provided by operating activities            $   8,208     $   6,863
Investing activities:
   Purchases of long-term investments                  (97,539)     (113,595)
   Proceeds from sales or maturities
       of long-term investments                         93,181       127,556
   Net sales (purchases) of
      short-term investments                               (2)           629
   Other investing activities                            (839)        (1,060)
                                                   -----------    -----------
Net cash provided by investing activities              (5,199)        13,530
Financing activities:
   Dividends paid to shareholders                      (2,744)        (2,768)
   Cost of treasury stock                                (280)        (3,088)
   Proceeds from sales of common stock                     39              1
                                                   -----------    -----------
Net cash used in financing activities                  (2,985)        (5,855)
                                                   -----------    -----------
   Increase in cash and cash equivalents                   24         14,537
Cash and cash equivalents
   at beginning of period                              23,402         12,117
                                                   -----------    -----------
   Cash and cash equivalents at end of period       $  23,426      $  26,655
                                                   ===========    ===========
</TABLE>
                                        

See notes to condensed consolidated financial statements.

Notes to Condensed Unaudited Consolidated Financial Statements

(1)  The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10Q and do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included.  Operating results for the interim periods
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1998.  Interim financial statements should be read in
conjunction with the Company's annual audited financial statements.

(2)  Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve inherent
risks and uncertainties.  Readers are encouraged to review the Company's annual
report for its full statement regarding forward-looking information.

(3)  The following line items from the Statements of Income are presented net of
the reinsurance amounts shown below.

<TABLE>
<CAPTION>
                                    1998         1997
                                 ----------   ----------
                                 <C>          <C>
<S>
Quarter ended June 30:
   Net premiums earned             $ 2,468     $ 1,914
   Losses and loss expenses            382       5,269
   Other operating expenses           (528)       (120)

Six months ended June 30:
   Net premiums earned               4,772       3,869
   Losses and loss expenses            511       2,353
   Other operating expenses           (770)       (329)
</TABLE>
                                        
(4)  The net realized and unrealized loss for the quarter ended June 30, 1998
was $1,938 and compares to total realized and unrealized income of $15,621 for
the quarter ended June 30, 1997.  For the six months ended June 30, 1998, total
realized and unrealized income was $5,159 and compares to total realized and
unrealized income of $9,772 for the six months ended June 30, 1997.

(5)  If the Company had adopted Financial Accounting Standards Board Statement
No. 123, Accounting for Stock-Based Compensation, net income for the quarter and
six months ended June 30, 1998 would have been approximately $255 and $509
lower, respectively ($.02 per share and $.04 per share, respectively).


ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
- -------------

                         LIQUIDITY AND CAPITAL RESOURCES
                         -------------------------------

The Company generally experiences positive cash flow from operations resulting
from the fact that premiums are collected on insurance policies in advance of
the disbursement of funds in payment of claims.  Operating costs of the
property/casualty insurance subsidiaries, other than loss and loss expense
payments and commissions paid to related agency companies, generally average
between 25% and 35% of premiums earned and the remaining amount is available for
investment for varying periods of time pending the settlement of claims relating
to the insurance coverage provided.  For the six months ended June 30, 1998,
positive cash flow from operations totaled $8.2 million, an increase from $6.9
million generated during the first half of 1997.  The increased cash flows are
associated with increased premium volume from the Company's new products,
primarily private passenger automobile coverages.  Management expects direct
premium revenues from trucking insurance products to remain level during the
remainder of 1998; however, overall gross insurance revenues are expected to
increase due to continued growth in the Company's private passenger automobile
program.  New reinsurance arrangements, effective June 1, 1998, will result in
significant reductions in net premiums earned on the Company's fleet trucking
products starting with the third quarter.  Management anticipates that losses
and underwriting expenses will also be reduced significantly as the result of
these new arrangements.


For several years, the Company's investment philosophy has emphasized the
purchase of relatively short-term instruments with maximum quality and
liquidity.  The average life of the Company's fixed income (bond and short-term
investment) portfolio was approximately 3 years at June 30, 1998.

The Company's assets at June 30, 1998 included $26.9 million in investments
classified as short-term or cash equivalents which were readily convertible to
cash without significant market penalty.  In addition, fixed maturity
investments totaling $76.3 million will mature within the twelve month period
following June 30, 1998.   The Company believes that these liquid investments
are more than sufficient to provide for projected claim payments and operating
cost demands.

Consolidated shareholders' equity totaled $296.2 million at June 30, 1998 and
includes $278.9 million representing GAAP shareholder's equity of insurance
subsidiaries, of which $39.4 million may be transferred by dividend or loan to
the parent company without approval by, or notification to, regulatory
authorities.  An additional $213.7 million of shareholder's equity of such
insurance subsidiaries may be advanced or loaned to the Company with prior
notification to, and approval from, regulatory authorities.  Management believes
that these restrictions pose no material liquidity concerns to the Company.  The
financial strength and stability of the subsidiaries would permit ready access
by the parent company to short-term and long-term sources of credit, if
necessary.  In addition, the parent company had cash and marketable securities
valued at $42.0 million at June 30, 1998.
                                        
                                        
                              RESULTS OF OPERATIONS
                              ---------------------
           COMPARISONS OF SECOND QUARTER, 1998 TO SECOND QUARTER, 1997
           -----------------------------------------------------------

Net premiums earned increased $3.9 million during the second quarter of 1998 as
compared to the same period of 1997.  The increased premium volume is primarily
attributable to the continued growth of the Company's private passenger
automobile program, premiums from which totaled $8.1 million for the quarter, an
increase of $4.1 million (103%) from the prior year.  Premiums earned for this
program have increased each quarter since its inception in 1995.  Declines in
premium earned from the Company's fleet trucking products and voluntary
assumptions from property catastrophe pools of $.2 million and $.3 million,
respectively, were largely offset by growth in the Company's small fleet
trucking and small business workers' compensation programs.

Net investment income during the second quarter of 1998 was level with the
second quarter of 1997.  Overall pre-tax and after tax yields were consistent
with the second quarter of 1997.

The second quarter 1998 net realized gain of $2.3 million consists of net gains
on equity securities of $2.6 million and net losses of $.3 million on other
securities.

Losses and loss expenses incurred during the second quarter of 1998 increased
$1.3 million from that experienced during the second quarter of 1997.  The
increase is due primarily to the continued growth from the Company's private
passenger automobile business.  Loss and loss expense ratios for the comparative
second quarters were as follows:

<TABLE>
<CAPTION>
                                           1998      1997
                                         --------  --------
                                         <C>       <C>     
<S>
     Large and medium fleet trucking       65.6%     52.5%
     Voluntary reinsurance assumed          6.1      79.8
     Private passenger automobile          70.0      76.5
     Small fleet trucking                  45.7      35.4
     All lines                             57.3      63.3
</TABLE>

Approximately 5.5 points of the 1998 loss ratio for fleet trucking results from
less favorable development on 1997 and prior claims with the remainder coming
from current year accidents.  Voluntary reinsurance assumed loss ratios were
lower as the result of favorable experience on all inforce treaties.  In
addition, the 1997 quarter included $1.0 million in adverse development on
losses from a former wholly-owned subsidiary under a reinsurance treaty which is
no longer inforce.  The fluctuations in the loss ratios for the other lines are
not considered unusual.

Other operating expenses for the second quarter of 1998 increased $1.9 million
from the second quarter of 1997.  The consolidated expense ratio of the
Company's insurance subsidiaries was 34.1% for the second quarter of 1998
compared to 32.2% for the second quarter of 1997.  The increase in the
consolidated expense ratio reflects the effect of promotional and system
development costs associated with the Company's new product lines which, for
GAAP purposes, can not be deferred and amortized over the life of policies
written.  The ratio of consolidated other operating expenses to total revenue
(adjusted for realized gains) was 30.5% during the second quarter of 1998
compared to 27.0% for the 1997 second quarter.

The effective federal tax rate for consolidated operations for the second
quarter of 1998 was 30.5% and is less than the statutory rate primarily because
of tax exempt investment income.

As a result of the factors mentioned above, principally lower realized capital
gains, net income decreased $.6 million (9.9%) during the second quarter of 1998
as compared with the 1997 second quarter.

                                        
                COMPARISONS OF SIX MONTHS ENDED JUNE 30, 1998 TO
                ------------------------------------------------
                         SIX MONTHS ENDED JUNE 30, 1997
                         ------------------------------

Net premiums earned increased $7.5 million (25.8%) during the first six months
of 1998 as compared to the same period of 1997.  The increased premium volume is
primarily attributable to the continued growth of the Company's private
passenger automobile program.  Premium earned from this program totaled $14.3
million for the year to date, an increase of $7.1 million (98%) from the prior
year period.  The Company also experienced modest growth in its small fleet
trucking and small business workers' compensation programs while premiums from
the Company's fleet trucking products and voluntary reinsurance assumed were
level with 1997.

Net investment income during the first half of 1998 was level with the 1997
period.  Overall pre-tax and after tax yields were consistent with 1997 yields.

The net realized gain on investments of $4.6 million for the first six months of
1998 consists nearly entirely of net gains on equity securities.

Losses and loss expenses incurred during the first six months of 1998 increased
$3.2 million from the first six months of 1997 for the same reasons provided for
the quarterly comparison above.  Loss and loss expense ratios for the
comparative six month periods were as follows:

<TABLE>
<CAPTION>
                                           1998      1997
                                         --------  --------
                                         <C>       <C>    
<S>
     Fleet trucking                        56.5%     60.1%
     Voluntary reinsurance assumed         40.0      62.9
     Private passenger automobile          76.2      75.5
     Small fleet trucking                  56.4      46.0
     All lines                             60.1      64.8
</TABLE>
                                        
Other operating expenses increased $3.5 million (32.7%) during the first six
months of 1998 compared to the same period of 1997.  The consolidated expense
ratio of the Company's insurance subsidiaries was 34.1% for 1998 compared to
31.8% for 1997 for the same reasons provided above for the quarterly comparison.
The ratio of other operating expenses to total revenue (adjusted for realized
gains) was 30.8% for 1998 compared to 27.7% for 1997.

The effective federal tax rate for consolidated operations for the first six
months of 1998 was 30.3% and is less than the statutory rate primarily because
of tax exempt investment income.

As a result of lower realized capital gains, net income for the first six months
of 1998 was $10.3 million, down 19.3% from the comparable 1997 period.


                           FORWARD-LOOKING INFORMATION
                           ---------------------------

Any forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including without limitation the following:  (i) the Company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the discretion of the Company;  (ii) the Company's business is
highly competitive and the entrance of new competitors into or the expansion of
the operations by existing competitors in the Company's markets and other
changes in the market for insurance products could adversely affect the
Company's plans and results of operations;  (iii) other risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission; and (iv) other risks and factors which may be beyond the
control or foresight of the Company.
                                        
                                        
                                    YEAR 2000
                                    ---------

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year.  Any of the Company's
computer programs that have time-sensitive features may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in normal business activities.  The insurance industry is especially
aware of the Year 2000 concern given that the majority of its products and
services are time and date sensitive (e.g., policy effective periods and loss
occurrence dates).

The Company has been in the process of developing software for its new and
rapidly expanding products since 1995.  All internally developed new product
software is Year 2000 compliant, with minor exceptions, and currently handles
approximately 90% of the Company's processed transactions.  The Company is also
engaged in an ongoing analysis of its remaining systems to determine the nature
and extent of existing deficiencies and the appropriate corrective solutions.
The Company believes that with modifications to existing software and
conversions to new software, the Year 2000 Issue will not pose significant
operational problems for its computer systems.  However, if such modifications
and conversions are not made, or are not completed on a timely basis, the Year
2000 Issue could have a significant impact on the operations of the Company.

The Company is in communication with its significant suppliers and large
customers to determine the extent to which the Company's interface systems are
vulnerable to third party failures to remediate Year 2000 system deficiencies.
It is believed that the Company's total Year 2000 project costs will not be
significantly impacted by third party Year 2000 Issues based on presently
available information.  However, there can be no guarantee that the systems of
other companies on which the Company's systems rely will be converted on a
timely basis and would not have an adverse effect on the Company's systems.  The
Company has determined it has no significant exposure to contingencies related
to the Year 2000 Issue for the products it has sold.

The Company will utilize existing staff and other internal resources to
reprogram and test its internally developed software, and to test its purchased
software, for Year 2000 compliance.  Any internally developed software that is
deemed unworthy of Year 2000 conversion will be replaced with new internally
developed or purchased software that is Year 2000 compliant.  Any currently
owned purchased software for which Year 2000 upgrades are unavailable will also
be replaced with purchased software that is Year 2000 compliant.  The Company
anticipates completing the Year 2000 project by the first quarter of 1999.  The
majority of the past and future costs associated with the Year 2000 project can
be attributed to internal staffing requirements associated with the development
of new product software and would have largely been incurred regardless of the
Year 2000 Issue.  These costs, and the costs associated with the acquisition of
Year 2000 compliant software from outside vendors, are not material with respect
to the Company's operations or financial position.

With regard to computer hardware and other non-information technology systems,
the Company continuously reviews these areas and maintains, as nearly as
possible, the most current hardware available.  Again, this effort has been
necessitated more as a result of the rapid growth of the Company's new products
rather than Year 2000 concerns.  As such, management does not anticipate
potential problems with hardware and other non-information technology systems to
be significant.

The costs of the project and the date on which the Company believes it will
complete its Year 2000 effort are based on management's best estimates, which
were derived utilizing numerous assumptions of future events, including the
continued availability of certain resources, third party modification plans and
other factors.  However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, and similar
uncertainties.
                                        
                                        
                           PART II - OTHER INFORMATION
                           ---------------------------


ITEM 6 (a)  EXHIBITS
- --------------------

Number and caption from Exhibit
Table of Regulation S-K Item 601            Exhibit No.
- ------------------------------------    ------------------------

(11) Statement regarding computation    EXHIBIT 11 --
     of per share earnings              Computation of Per Share
                                        Earnings

ITEM 6 (b)  REPORTS ON FORM 8-K
- -------------------------------

No reports on Form 8-K have been filed by the registrant during the three months
ended June 30, 1998.



                                        
                                   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 thereunto duly authorized.






                              BALDWIN & LYONS, INC.





Date August 13, 1998          By /s/ Gary W. Miller
     --------------------        --------------------------------
                                 Gary W. Miller, Chairman and CEO






Date August 13, 1998          By /s/ G. Patrick Corydon
     --------------------        --------------------------------
                                 G. Patrick Corydon,
                                 Vice President - Finance
                                 (Principal Financial and
                                 Accounting Officer)

                                        
                                        
                                        
                                        
                              BALDWIN & LYONS, INC.

                        Form 10-Q for the fiscal quarter
                               ended June 30, 1998
                                        
                                        
                                        
                                INDEX TO EXHIBITS




                                         Begins on sequential
                                          page number of Form
           Exhibit Number                         10-Q
 ---------------------------------    ----------------------------

             EXHIBIT 11               File herewith electronically
 Computation of per share earnings

             EXHIBIT 27               File herewith electronically
      Financial Data Schedule

                                        


                                  BALDWIN & LYONS, INC.

                                  FORM 10-Q, EXHIBIT 11

                            COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
                                                Three Months Ended             Six Months Ended
                                                     June 30                       June 30
                                           ---------------------------   ---------------------------
                                                1998           1997           1998           1997
                                            ------------   ------------   ------------   ------------
                                            <C>            <C>            <C>            <C>

BASIC:
   Average number of shares
      outstanding                            13,736,511     13,821,503     13,716,236     13,844,111
                                            ============   ============   ============   ============

Net Income                                  $ 5,621,301    $ 6,238,679    $10,337,382    $12,811,548
                                            ============   ============   ============   ============

      Per share amount                          $   .41        $   .44        $   .75        $   .91



DILUTED:
   Average number of shares
      outstanding                            13,736,511     13,821,503     13,716,236     13,844,111

   Dilutive stock options--based on
      treasury stock method using
      average market price                      137,177        190,053        158,527        190,204
                                            ------------   ------------   ------------   ------------

      Totals                                 13,873,688     14,011,556     13,874,763     14,034,315
                                            ============   ============   ============   ============

      Net Income                            $ 5,621,301    $ 6,238,679    $10,337,382    $12,811,548
                                            ============   ============   ============   ============

      Per share amount                          $   .41        $   .44        $   .75        $   .91
                                            ============   ============   ============   ============
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations enclosed
herein electronically in Form 10Q for the year-to-date, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               JUN-30-1998
<DEBT-HELD-FOR-SALE>                           266,174
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                     168,245
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 452,226
<CASH>                                          23,426<F1>
<RECOVER-REINSURE>                               7,250
<DEFERRED-ACQUISITION>                           4,061
<TOTAL-ASSETS>                                 564,480
<POLICY-LOSSES>                                195,122
<UNEARNED-PREMIUMS>                             27,535
<POLICY-OTHER>                                      56
<POLICY-HOLDER-FUNDS>                            4,486
<NOTES-PAYABLE>                                      0
                                0
                                          0
<COMMON>                                           730
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   564,480
                                      35,840
<INVESTMENT-INCOME>                              9,235
<INVESTMENT-GAINS>                               4,624
<OTHER-INCOME>                                     769
<BENEFITS>                                      21,532
<UNDERWRITING-AMORTIZATION>                      4,542
<UNDERWRITING-OTHER>                             5,134
<INCOME-PRETAX>                                 14,838
<INCOME-TAX>                                     4,501
<INCOME-CONTINUING>                             10,337
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    10,337
<EPS-PRIMARY>                                      .75<F2>
<EPS-DILUTED>                                      .75
<RESERVE-OPEN>                                 151,493<F3>
<PROVISION-CURRENT>                             28,492<F3>
<PROVISION-PRIOR>                              (6,960)<F3>
<PAYMENTS-CURRENT>                               9,171<F3>
<PAYMENTS-PRIOR>                                13,939<F3>
<RESERVE-CLOSE>                                149,915<F3>
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>Includes money market cash equivalents.
<F2>Basic earnings per share.
<F3>All loss data is presented net of applicable reinsurance recoverable.
</FN>
        

</TABLE>


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