10-K405/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                          Amendment No. 1 to Form 10-K

              /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1997

                                       OR

              / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from ______ to ______

                        Commission File Number 001-13135

                                 HSB GROUP, INC.
             (Exact name of registrant as specified in its charter)

                             Connecticut 06-1475343
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                                  P.O. Box 5024
                                One State Street
                        Hartford, Connecticut 06102-5024
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (860) 722-1866

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

                                              Name of each exchange
Title of each class                            on which registered

Common stock, without par value               New York Stock Exchange, Inc.
Rights to Purchase Depositary Receipts        New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark  whether the  registrant  (1) has filed all reports 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 this
Form 10-K.....X.......

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of February 17, 1998 was $1,179,041,668.

Number  of  shares  of  common  stock  outstanding  as  of  February  17,  1998:
19,409,870.

Documents Incorporated by Reference:

Portions of the Proxy  Statement  dated March 6, 1998 for the Annual  Meeting of
Shareholders  to be held April 21, 1998 are  incorporated  by reference in Parts
III and IV herein.






Adoption of Statement of Financial  Accounting  Standards No. 128, "Earnings per
share",  for the fiscal year ended  December  31,  1997  resulted in a change in
accounting principle which, under Regulation S-K, Item 601 (c)(2)(iii), requires
restatement of previously  filed  financial data  schedules.  Accordingly,  this
Amendment No. 1 to Form 10-K is being filed to include  restated  financial data
schedules for the latest three fiscal years and interim year to date periods for
the latest two fiscal years.

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a)  The  financial  statements  and  schedules  listed  in  the  Index  to
          Financial  Statements and Financial  Statement Schedules on page 40 of
          the Form 10-K for the year ended  December  31,  1997 filed  March 31,
          1998 were filed as part of that report.

      (b) Reports on Form 8-K -
          (i)  Form 8-K dated  January  12,  1998 to report  sale of interest in
               Industrial Risk Insurers and $300 million of convertible  capital
               securities to Employers Reinsurance Corporation; and
          (ii) Form 8-K dated  January 28, 1998 to report  Fourth  Quarter  1997
               Results of Registrant.

     (c)  The exhibits listed in the accompanying Index to Exhibits are filed as
          part of this report.






                                   SIGNATURES

     Pursuant to the  requirements of Section 13 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.

HSB GROUP, INC.
       (Registrant)


By:  /s/ Gordon W. Kreh
     ------------------
      Gordon W. Kreh
      President and Chief
      Executive Officer
      May 8, 1998

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

       (Signature)                                (Title)

By:/s/  Gordon W. Kreh
   -------------------
    Gordon W. Kreh                    President, Chief Executive Officer 
    May 8, 1998                              and Director
    

  /s/ Saul L. Basch 
- -------------------                    Senior Vice President, Treasurer
    Saul L. Basch                           and Chief Financial Officer
    May 8, 1998                     (Principal Financial Officer and
                                           Principal Accounting Officer)

  /s/ Robert C. Walker
- ----------------------
      Robert C. Walker               Senior Vice President and General Counsel
      May 8, 1998                                  

(Joel B Alvord)*                                 Director


(Colin G. Campbell)*                             Director


(Richard G. Dooley)*                             Director


(William B. Ellis)*                              Director


(E. James Ferland)*                              Director


(Simon W. Leathes)*                              Director


(Lois Dickson Rice)*                             Director


(John M. Washburn, Jr.)*                         Director


(Wilson Wilde)*                                  Director


*By:  /s/ Robert C. Walker
      --------------------
     Robert C. Walker
     (Attorney-in-Fact)
     May 8, 1998



                                INDEX TO EXHIBITS

Exhibit
Number      Description

***(3)(i)       Certificate of Incorporation of HSB Group, Inc.

***(3)(ii)      By-laws of  HSB Group, Inc.

**(4)(i)        Rights  Agreement  dated  November 28, 1988 between The Hartford
                Steam Boiler Inspection and Insurance Company ("HSBIIC") and The
                First  National  Bank of  Boston,  as Rights  Agent;  assumed by
                Registrant;   incorporated  by  reference  to  Exhibit  4(i)  to
                HSBIIC's  Form 10-K for the year ended  December 31, 1995,  File
                No. 001-10527.

**(4)(ii)       Documents related to HSB Capital I:

               (a) Indenture of Registrant  relating to the Junior  Subordinated
               Debentures,   incorporated   by   reference   to   Exhibit  4  to
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1997, File No. 001-13135.

               (b) First Supplemental  Indenture of Registrant,  incorporated by
               reference to Exhibit 4 to Registrant's  Quarterly  Report on Form
               10-Q for the quarter ended June 30, 1997, File No. 001-13135.

               (c)  Form  of   Certificate  of  Exchange   Junior   Subordinated
               Debentures,   incorporated   by   reference  to  Exhibit  4.3  to
               Registrant's and HSB Capital I's  Registration  Statement on Form
               S-4 filed with the  Commission on October 10, 1997,  Registration
               No. 333-37581.

               (d)  Certificate  of  Trust of HSB  Capital  I,  incorporated  by
               reference  to Exhibit  4.4 to  Registrant's  and HSB  Capital I's
               Registration  Statement on Form S-4 filed with the  Commission on
               October 10, 1997, Registration No. 333-37581.

               (e)  Amended  and  Restated  Trust  Agreement  of HSB  Capital I,
               incorporated by reference to Exhibit 4 to Registrant's  Quarterly
               Report on Form 10-Q for the quarter ended June 30, 1997, File No.
               001-13135.

               (f) Form of Exchange Capital Security Certificate for HSB Capital
               I,  incorporated by reference to Exhibit 4.6 to Registrant's  and
               HSB Capital I's Registration Statement on Form S-4 filed with the
               Commission on October 10, 1997, Registration No. 333-37581.

               (g) Form of  Exchange  Guarantee  of  Registrant  relating to the
               Exchange Capital Securities, incorporated by reference to Exhibit
               4.7 to Registrant's and HSB Capital I's Registration Statement on
               Form  S-4  filed  with  the   Commission  on  October  10,  1997,
               Registration No. 333-37581.

               Documents related to HSB Capital II:

               (a) Purchase  Agreement  as of December 31, 1997 among  Employers
               Reinsurance  Corporation,  ERC Life  Reinsurance  Corporation and
               Registrant,  incorporated  by reference to  Registrant's  Current
               Report on Form 8-K.  File No.  001-13135,  filed January 12, 1998
               (the "January 12, 1998 8-K).

               (b)  Indenture  of  Registrant  relating to the 7.0%  Convertible
               Subordinated  Deferrable  Interest  Debentures  Due  December 31,
               2017, incorporated by reference to the January 12, 1998 8-K.

               (c)  Form  of  Certificate  of  7.0%   Convertible   Subordinated
               Deferrable   Interest   Debentures   due   December   31,   2017,
               incorporated by reference to the January 12, 1998 8-K.

               (d)  Certificate  of Trust of HSB  Capital  II,  incorporated  by
               reference to the January 12, 1998 8-K.

               (e)  Trust   Agreement  dated  as  of  December  31,  1997  among
               Registrant,  The First  National  Bank of Chicago,  First Chicago
               Delaware  Inc. and The  Administrative  Trustees  named  therein,
               incorporated by reference to the January 12, 1998 8-K.

               (f) Form of Capital  Securities  Certificate  of HSB  Capital II,
               incorporated by reference to the January 12, 1998 8-K.

               (g) Guarantee Agreement between Registrant and The First National
               Bank of Chicago  dated as of December  31,  1997  relating to HSB
               Capital II,  incorporated  by  reference  to the January 12, 1998
               8-K.

               (h)  Registration  Rights Agreement dated as of December 31, 1997
               among Employers  Reinsurance  Corporation,  ERC Life  Reinsurance
               Corporation  and  Registrant,  incorporated  by  reference to the
               January 12, 1998 8-K.

**(10)(i) (a)  Lease  Agreement  between  HSBIIC  and One State  Street  Limited
               Partnership;  incorporated by reference to Exhibit (10)(i) to 
               HSBIIC's Form 10. File No. 0-13300, filed March 18, 1985.

**(10)(iii)    (a) Employment  Agreement dated February 3, 1997 between HSBIIC
               and   various   executive   officers,   assumed  by   Registrant;
               incorporated  by  reference  to  HSBIIC's  Form 10-K for the year
               ended  December 31, 1996,  filed with the Commission on March 31,
               1997, File No. 001-10527 (the "1996 10-K").*

               (b) The Hartford Steam Boiler  Inspection and Insurance Company
               Long-Term  Incentive  Plan, as amended and restated  December 23,
               1996,  assumed by  Registrant;  incorporated  by reference to the
               1996 10-K.*

               (c) The Hartford Steam Boiler  Inspection and Insurance Company
               Short-Term  Incentive Plan, as amended and restated  December 23,
               1996,  assumed by  Registrant;  incorporated  by reference to the
               1996 10-K.*

               (d)The  Hartford Steam Boiler  Inspection and Insurance Company
               1985 Stock  Option  Plan,  as amended and  restated  December 23,
               1996,  assumed by  Registrant,  incorporated  by reference to the
               1996 10-K. *

               (e) The Hartford Steam Boiler  Inspection and Insurance Company
               1995  Stock  Option  Plan,  as  amended  and  restated  effective
               December  23,  1996,  assumed  by  Registrant,   incorporated  by
               reference to the 1996 10-K. *

               (f)  Pre-Retirement  Death  Benefit  and  Supplemental  Pension
               Agreement  between  HSBIIC and  various  executive  officers,  as
               amended  and  restated  effective  March  14,  1997,  assumed  by
               Registrant, incorporated by reference to the 1996 10-K. *

               (g)  Pre-Retirement   Death  Benefit  and  Supplemental   Pension
               Agreement  between  HSBIIC and  William A. Kerr,  dated March 14,
               1997,  assumed by  Registrant,  incorporated  by reference to the
               1996 10-K. *

               (h)  Pre-Retirement   Death  Benefit  and  Supplemental   Pension
               Agreement  between  HSBIIC and Robert C. Walker,  dated March 14,
               1997,  assumed by  Registrant,  incorporated  by reference to the
               1996 10-K.*

               (i) The Hartford Steam Boiler  Inspection and Insurance Company
               Directors  Stock  and  Deferred  Compensation  Plan,  assumed  by
               Registrant, incorporated by reference to the 1996 10-K.*

               (j)  Description  of  certain  arrangements  not set forth in any
               formal  documents,  as  described on pages 5 - 6, with respect to
               directors'  compensation,  and on pages 8 -16,  with  respect  to
               executive officer's compensation, which pages are incorporated by
               reference to  Registrant's  Proxy Statement dated and filed March
               6, 1998. *

***(21)        Subsidiaries of the Registrant.

***(23)        Consent of experts and counsel - consent of Coopers & Lybrand.

(24)           Power of attorney.

(27)           Financial Data Schedule.
 27.1          Restated Financial Data Schedule
 27.2          Restated Financial Data Schedule
 27.3          Restated Financial Data Schedule
 27.4          Restated Financial Data Schedule
 27.5          Restated Financial Data Schedule
 27.6          Restated Financial Data Schedule
 27.7          Restated Financial Data Schedule
 27.8          Restated Financial Data Schedule
 27.9          Restated Financial Data Schedule

*    Management contract,  compensatory plan or arrangement required to be filed
     as an exhibit pursuant to Item 14(c) of this report.

**   Previously filed.

***  Filed  with the Form 10-K for the year  ended  December  31,  1997 filed on
     March 31, 1998.

EX-24

                           POWER OF ATTORNEY                       Exhibit (24)


We, the undersigned  directors of HSB Group, Inc., hereby  individually  appoint
Robert C.  Walker and Roberta A.  O'Brien,  and each of them  singly,  with full
power of substitution to each, our true and lawful  attorneys with full power to
them and each of them  singly,  to sign  for us in our  names in the  capacities
stated below the Form 10-K Annual Report, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, for the fiscal year ended December 31, 1997 for
HSB Group,  Inc., and any and all amendments to said Form 10-K, and generally to
do all such things in our name and on our behalf in our  capacities as directors
that will  enable the Company to comply with the  provisions  of the  Securities
Exchange Act of 1934, as amended,  and all  requirements  of the  Securities and
Exchange  Commission,  which  relate to said Form 10-K and the  filing  thereof,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys  or any  one of  them to said  Form  10-K  and any and all  amendments
thereto.

Pursuant to the requirements of the Securities  Exchange Act of 1934, this Power
of Attorney has been signed by the following  persons in the  capacities  and on
the date indicated.

(Signature)                         (Title)                        (Date)


/s/ Joel B. Alvord
Joel B. Alvord                      Director                  February  23, 1998


/s/ Colin G. Campbell
Colin G. Campbell                   Director                  February  23, 1998


/s/ Richard G. Dooley
Richard G. Dooley                   Director                  February  23, 1998


/s/ William B. Ellis
William B. Ellis                    Director                  February  23, 1998


/s/ E. James Ferland
E. James Ferland                    Director                  February  23, 1998


/s/ Simon W. Leathes
Simon W. Leathes                    Director                  February 23,  1998


/s/ Lois Dickson Rice
Lois Dickson Rice                   Director                  February  23, 1998


/s/ John M. Washburn, Jr.
John M. Washburn, Jr.               Director                  February  23, 1998


/s/ Wilson Wilde
Wilson Wilde                        Director                  February  23, 1998

EX-27.1

 


<ARTICLE> 7
<LEGEND>
PER SHARE INFORMATION CONTAINED IN THIS SCHEDULE HAS BEEN RESTATED TO CONFORM TO
THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS
PER SHARE".

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<DEBT-HELD-FOR-SALE>                               237
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         324
<MORTGAGE>                                          11
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                     572
<CASH>                                             425
<RECOVER-REINSURE>                                 125
<DEFERRED-ACQUISITION>                              46
<TOTAL-ASSETS>                                    1540
<POLICY-LOSSES>                                    277
<UNEARNED-PREMIUMS>                                290
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                     68
<PREFERRED-MANDATORY>                              409
<PREFERRED>                                          0
<COMMON>                                            10
<OTHER-SE>                                         335
<TOTAL-LIABILITY-AND-EQUITY>                      1540
<PREMIUMS>                                         491
<INVESTMENT-INCOME>                                 37
<INVESTMENT-GAINS>                                  14
<OTHER-INCOME>                                      61
<BENEFITS>                                         218
<UNDERWRITING-AMORTIZATION>                         91
<UNDERWRITING-OTHER>                               200
<INCOME-PRETAX>                                     92
<INCOME-TAX>                                        24
<INCOME-CONTINUING>                                 66
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        66
<EPS-PRIMARY>                                     3.32
<EPS-DILUTED>                                     3.29
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0

<F1>Cash includes short-term investments

        


 

EX-27.2

 



<ARTICLE> 7
<LEGEND>
PER SHARE INFORMATION CONTAINED IN THIS SCHEDULE HAS BEEN RESTATED TO CONFORM TO
THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS
PER SHARE".

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<DEBT-HELD-FOR-SALE>                               237
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         326
<MORTGAGE>                                          11
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                     574
<CASH>                                             140
<RECOVER-REINSURE>                                 146
<DEFERRED-ACQUISITION>                              46
<TOTAL-ASSETS>                                    1257
<POLICY-LOSSES>                                    279
<UNEARNED-PREMIUMS>                                296
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                     43
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                         20
<COMMON>                                            10
<OTHER-SE>                                         311
<TOTAL-LIABILITY-AND-EQUITY>                      1257
<PREMIUMS>                                         121
<INVESTMENT-INCOME>                                  9
<INVESTMENT-GAINS>                                   2
<OTHER-INCOME>                                      16
<BENEFITS>                                          54
<UNDERWRITING-AMORTIZATION>                         24
<UNDERWRITING-OTHER>                                49
<INCOME-PRETAX>                                     20
<INCOME-TAX>                                         5
<INCOME-CONTINUING>                                 15
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        15
<EPS-PRIMARY>                                      .77
<EPS-DILUTED>                                      .76
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0

<F1>Cash includes short-term investments
<F2>Convertible  redeemable  preferred  stock  classified at mezzanine  level on
Consolidated  Statements  of Financial  Position.
<F3>Excludes  $108.9 million company obligated  mandatorily  redeemable  capital
subsidiary trust, net of discount.
<F4>Per common share

        


 

EX-27.3

 


<ARTICLE> 7
<LEGEND>
PER SHARE INFORMATION CONTAINED IN THIS SCHEDULE HAS BEEN RESTATED TO CONFORM TO
THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS
PER SHARE".

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<DEBT-HELD-FOR-SALE>                               237
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         286
<MORTGAGE>                                          11
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                     534
<CASH>                                             104
<RECOVER-REINSURE>                                 148
<DEFERRED-ACQUISITION>                              44
<TOTAL-ASSETS>                                    1181
<POLICY-LOSSES>                                    282
<UNEARNED-PREMIUMS>                                296
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                     52
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                         20
<COMMON>                                            10
<OTHER-SE>                                         340
<TOTAL-LIABILITY-AND-EQUITY>                      1181
<PREMIUMS>                                         117
<INVESTMENT-INCOME>                                  9
<INVESTMENT-GAINS>                                   3
<OTHER-INCOME>                                      15
<BENEFITS>                                          51
<UNDERWRITING-AMORTIZATION>                         20
<UNDERWRITING-OTHER>                                51
<INCOME-PRETAX>                                     22
<INCOME-TAX>                                         6
<INCOME-CONTINUING>                                 16
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        16
<EPS-PRIMARY>                                      .81
<EPS-DILUTED>                                      .80
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0

<F1>Cash includes short-term investments
<F2>Convertible  redeemable  preferred  stock  classified at mezzanine  level on
Consolidated Statement of Financial Position.
<F3>Per common share

        

 

EX-27.4

 


<ARTICLE> 7
<LEGEND>
PER SHARE INFORMATION CONTAINED IN THIS SCHEDULE HAS BEEN RESTATED TO CONFORM TO
THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS
PER SHARE".

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<DEBT-HELD-FOR-SALE>                               244
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         264
<MORTGAGE>                                          11
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                     499
<CASH>                                             104
<RECOVER-REINSURE>                                 136
<DEFERRED-ACQUISITION>                              44
<TOTAL-ASSETS>                                    1120
<POLICY-LOSSES>                                    286
<UNEARNED-PREMIUMS>                                282
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                     31
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                         20
<COMMON>                                            10
<OTHER-SE>                                         342
<TOTAL-LIABILITY-AND-EQUITY>                      1120
<PREMIUMS>                                         122
<INVESTMENT-INCOME>                                  8
<INVESTMENT-GAINS>                                   1
<OTHER-INCOME>                                      15
<BENEFITS>                                          52
<UNDERWRITING-AMORTIZATION>                         23
<UNDERWRITING-OTHER>                                49
<INCOME-PRETAX>                                     22
<INCOME-TAX>                                         6
<INCOME-CONTINUING>                                 16
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        16
<EPS-PRIMARY>                                      .78
<EPS-DILUTED>                                      .78
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0

<F1>Cash includes short-term investments
<F2>Convertible  redeemable  preferred  stock  classified at mezzanine  level on
Consolidated Statements of Financial Position.
<F3>Excludes 1.0 pre-tax Investment in Radian
<F4>Per common share

        

 

EX-27.5

 


<ARTICLE> 7
<LEGEND>
PER SHARE INFORMATION CONTAINED IN THIS SCHEDULE HAS BEEN RESTATED TO CONFORM TO
THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS
PER SHARE".

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<DEBT-HELD-FOR-SALE>                               225
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         263
<MORTGAGE>                                          11
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                     499
<CASH>                                             102
<RECOVER-REINSURE>                                 163
<DEFERRED-ACQUISITION>                              41
<TOTAL-ASSETS>                                    1116
<POLICY-LOSSES>                                    303
<UNEARNED-PREMIUMS>                                271
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                     28
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                         20
<COMMON>                                            10
<OTHER-SE>                                         336
<TOTAL-LIABILITY-AND-EQUITY>                      1116
<PREMIUMS>                                         449
<INVESTMENT-INCOME>                                 32
<INVESTMENT-GAINS>                                  12
<OTHER-INCOME>                                      56
<BENEFITS>                                         204
<UNDERWRITING-AMORTIZATION>                         86
<UNDERWRITING-OTHER>                               185
<INCOME-PRETAX>                                     72
<INCOME-TAX>                                        18
<INCOME-CONTINUING>                                 54
<DISCONTINUED>                                      (1)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        53
<EPS-PRIMARY>                                     2.65
<EPS-DILUTED>                                     2.65
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0

<F1>Cash includes short-term investments
<F2>Convertible  redeemable  preferred  stock  classified at mezzanine  level on
Consolidated Statement of Financial Position.

        

 

EX-27.6

 



<ARTICLE> 7
<LEGEND>
PER SHARE INFORMATION CONTAINED IN THIS SCHEDULE HAS BEEN RESTATED TO CONFORM TO
THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS
PER SHARE".

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<DEBT-HELD-FOR-SALE>                               224
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         257
<MORTGAGE>                                          11
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                     492
<CASH>                                              86
<RECOVER-REINSURE>                                  90
<DEFERRED-ACQUISITION>                              43
<TOTAL-ASSETS>                                    1053
<POLICY-LOSSES>                                    257
<UNEARNED-PREMIUMS>                                271
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                     29
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            10
<OTHER-SE>                                         329
<TOTAL-LIABILITY-AND-EQUITY>                      1053
<PREMIUMS>                                         114
<INVESTMENT-INCOME>                                  8
<INVESTMENT-GAINS>                                   3
<OTHER-INCOME>                                      14
<BENEFITS>                                          55
<UNDERWRITING-AMORTIZATION>                         21
<UNDERWRITING-OTHER>                                47
<INCOME-PRETAX>                                     15
<INCOME-TAX>                                         4
<INCOME-CONTINUING>                                 12
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        12
<EPS-PRIMARY>                                      .58
<EPS-DILUTED>                                      .58
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0

<F1>Cash includes short-term investments

        

 

EX-27.7

 


<ARTICLE> 7
<LEGEND>
PER SHARE INFORMATION CONTAINED IN THIS SCHEDULE HAS BEEN RESTATED TO CONFORM TO
THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS
PER SHARE".

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<DEBT-HELD-FOR-SALE>                               217
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         236
<MORTGAGE>                                          11
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                     464
<CASH>                                              89
<RECOVER-REINSURE>                                  81
<DEFERRED-ACQUISITION>                              40
<TOTAL-ASSETS>                                    1026
<POLICY-LOSSES>                                    237
<UNEARNED-PREMIUMS>                                260
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                     29
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            10
<OTHER-SE>                                         334
<TOTAL-LIABILITY-AND-EQUITY>                      1026
<PREMIUMS>                                         113
<INVESTMENT-INCOME>                                  8
<INVESTMENT-GAINS>                                   5
<OTHER-INCOME>                                      14
<BENEFITS>                                          56
<UNDERWRITING-AMORTIZATION>                         22
<UNDERWRITING-OTHER>                                47
<INCOME-PRETAX>                                     15
<INCOME-TAX>                                         3
<INCOME-CONTINUING>                                 12
<DISCONTINUED>                                       1
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        13
<EPS-PRIMARY>                                      .66
<EPS-DILUTED>                                      .66
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0

<F1>Cash includes short-term investments

        

 

EX-27.8

 



<ARTICLE> 7
<LEGEND>
PER SHARE INFORMATION CONTAINED IN THIS SCHEDULE HAS BEEN RESTATED TO CONFORM TO
THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS
PER SHARE".

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<DEBT-HELD-FOR-SALE>                               225
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         236
<MORTGAGE>                                          11
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                     472
<CASH>                                              83
<RECOVER-REINSURE>                                  66
<DEFERRED-ACQUISITION>                              41
<TOTAL-ASSETS>                                     993
<POLICY-LOSSES>                                    211
<UNEARNED-PREMIUMS>                                254
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                     38
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            10
<OTHER-SE>                                         337
<TOTAL-LIABILITY-AND-EQUITY>                       993
<PREMIUMS>                                         108
<INVESTMENT-INCOME>                                  8
<INVESTMENT-GAINS>                                   1
<OTHER-INCOME>                                      13
<BENEFITS>                                          45
<UNDERWRITING-AMORTIZATION>                         21
<UNDERWRITING-OTHER>                                45
<INCOME-PRETAX>                                     19
<INCOME-TAX>                                         5
<INCOME-CONTINUING>                                 14
<DISCONTINUED>                                       3
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        17
<EPS-PRIMARY>                                      .84
<EPS-DILUTED>                                      .84
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0

<F1>Cash includes short-term investments

        

 

EX-27.9

 



<ARTICLE> 7
<LEGEND>
PER SHARE INFORMATION CONTAINED IN THIS SCHEDULE HAS BEEN RESTATED TO CONFORM TO
THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS
PER SHARE".

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<DEBT-HELD-FOR-SALE>                               243
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         214
<MORTGAGE>                                          11
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                     468
<CASH>                                              82
<RECOVER-REINSURE>                                  60
<DEFERRED-ACQUISITION>                              34
<TOTAL-ASSETS>                                     954
<POLICY-LOSSES>                                    191
<UNEARNED-PREMIUMS>                                216
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                     39
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            10
<OTHER-SE>                                         331
<TOTAL-LIABILITY-AND-EQUITY>                       954
<PREMIUMS>                                         389
<INVESTMENT-INCOME>                                 29
<INVESTMENT-GAINS>                                   3
<OTHER-INCOME>                                      50
<BENEFITS>                                         155
<UNDERWRITING-AMORTIZATION>                         78
<UNDERWRITING-OTHER>                               165
<INCOME-PRETAX>                                     72
<INCOME-TAX>                                        19
<INCOME-CONTINUING>                                 53
<DISCONTINUED>                                      10
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        63
<EPS-PRIMARY>                                     3.07
<EPS-DILUTED>                                     3.07
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0

<F1>Cash includes short-term investments