SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3) (1)
PICO Holdings, Inc.
(successor to Citation Insurance Group)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
693366106
(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)
November 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.
____________________
(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).
(Continued on following pages)
Page 1 of 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 693366106 Page 2 of 8 Pages
1 Name Of Reporting Persons
S.S. Or I.R.S. Identification No. Of Above Persons
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
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
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 693366106 Page 3 of 8 Pages
1 Name Of Reporting Persons
S.S. Or I.R.S. Identification No. Of Above Persons
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
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
<PAGE>
SCHEDULE 13D
CUSIP No. 693366106 Page 4 of 8 Pages
1 Name Of Reporting Persons
S.S. Or I.R.S. Identification No. Of Above Persons
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
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
IV
<PAGE>
SCHEDULE 13D
CUSIP No. 693366106 Page 5 of 8 Pages
1 Name Of Reporting Persons
S.S. Or I.R.S. Identification No. Of Above Persons
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
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
<PAGE>
This Amendment No. 3 to Schedule 13D, filed with respect to
the Common Stock of PICO Holdings, Inc. ("PICO Holdings"), amends
the following items of the original Schedule, as previously
amended.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 to Schedule 13D is filed with
respect to the Common Stock of PICO Holdings, 13515
Yarmouth Drive N.W., Pickerington, Ohio 43147-9257, the
successor to Citation Insurance Group ("Citation")
pursuant to an acquisition of Citation by Physicians
Insurance Company of Ohio, which became effective on
November 20, 1996. As part of the transaction, the
post-acquisition company changed its name to PICO
Holdings, Inc.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Each of PSCO Partners Two and PSCO Fund Limited has
sold all of the shares of PICO Holdings Common Stock
owned by it.
In the past sixty days, PSCO Partners Two has effected
the following transactions in the Common Stock of PICO
Holdings, each a sale through a normal brokerage
transaction in the over-the-counter market:
TRADE DATE NUMBER OF SHARES PRICE
12/03/96 30,000 3.6875
12/04/96 15,000 3.625
12/05/96 12,800 3.495
12/16/96 5,000 3.8125
12/17/96 15,000 3.9375
12/18/96 7,878 4.0625
In the past sixty days, PSCO Fund Limited has effected
the following transactions in the Common Stock of
PICO Holdings, each a sale through a normal brokerage
transaction in the over-the-counter market:
Page 6 of 8 Pages
<PAGE>
TRADE DATE NUMBER OF SHARES PRICE
12/17/96 15,000 3.875
12/18/96 20,500 4.015
12/18/96 12,122 4.15625
12/19/96 15,000 4.25
12/19/96 30,000 4.3020
12/20/96 25,000 4.25
12/31/96 11,500 3.875
1/02/97 4,000 3.875
1/06/97 2,500 3.875
1/08/97 3,000 3.875
1/10/97 20,000 3.875
1/28/97 66,757 4.375
As a result of the acquisition of Citation described in
Item 1, through which the outstanding shares of Common
Stock increased from 6.38 million to 32.47 million,
each of Philo Smith and Philo Smith Capital Corporation
ceased to be the beneficial owner of more than five
percent of the Common Stock.
Page 7 of 8 Pages
<PAGE>
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 29th day of January, 1997.
/s/ Philo Smith
Philo Smith
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 8 of 8 Pages
