8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC. 20549




   

                                    FORM 8-K/AMENDMENT
    

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                January 26, 1999




                          STONEVILLE INSURANCE COMPANY

             (Exact name of registrant as specified in its charter)

  Mississippi                   333-24379                     72-1341156
  (State or other           (Commission File                (I.R.S. Employer
  jurisdiction of                 Number)                    Identification
  incorporation)                                                  Number)

                        633 North State Street, Suite 200
                         Jackson, Mississippi 39202-7817
               (Address of principal executive offices) (Zip code)

                                 (601) 352-7817
              (Registrant's telephone number, including area code)









Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Richard  L.  Eaton  ("Eaton")  was  previously  the  principal   accountant  for
Stoneville Insurance Company ("the Company").  Mr. Eaton has accepted a position
with the  Company  and thus is  ineligible  to  serve as the  Company's  outside
auditor for 1998.  On January 26,  1999,  the Board of  Directors  approved  the
appointment  of Deloitte & Touche to act as the Company's  independent  auditors
for the fiscal year ending December 31, 1998.

        The reports of Eaton on the Company's  consolidated financial statements
for the years  ended  December  31,  1996 and 1997 did not  contain  an  adverse
opinion or a disclaimer  of opinion,  nor were they  qualified or modified as to
uncertainty, audit scope or accounting principles.

   
        For each of the years in the two year period  ended  December  31, 1997,
and during 1998 through the date of termination of Eaton as the Company's
independent auditor, there were no "Disagreements" (as such term is defined
under the Federal Securities laws) with Eaton, on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which Disagreements, if not resolved to the satisfaction of Eaton,
would have caused Eaton to make  reference to the subject  matter of the
Disagreement  in connection with his reports.

        For each of the years in the two year period  ended  December  31, 1997,
and during  1998 through the date of termination of Eaton as the Company's
independent auditor ,  the Company was not (i) advised by Eaton that the Company
did not have internal controls necessary to develop reliable  financial
statements; (ii)  advised  by  Eaton  that he was no  longer  able  to rely on
management's representations  or  that  he was unwilling to be associated  with
financial statements  prepared by  management;  (iii) advised by Eaton of a need
to expand the scope of his audit ; or (iv) advised by Eaton that information had
come to his attention that materially  impacted the fairness or reliability of
any audit report or  financial  statement  issued  or to be  issued,  or caused
him to be unwilling to rely on  management's  representations  or be  associated
with the Company's consolidated financial statements (collectively, "Reportable
Events"). The Company  requested Eaton to furnish a letter addressed to the
Securities and Exchange Commission stating whether he agrees with the above
statements.  A copy of that letter dated February 25, 1999 is filed as Exhibit A
to this Amendment to Form 8-K.
    

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

               (c)     Exhibits.

                       16.     Letter re change in certifying accountant






                                   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 hereunto duly authorized.
   
Dated:   February 25, 1999

                                      STONEVILLE INSURANCE COMPANY



                                      By:/s/ Harry Vickery
                                         ---------------------------
                                         Harry Vickery, President
    

EX-16

                                    Exhibit A


   
February 25, 1999

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

I have read and agree with the  statements  in Item 4 of the Amendment to Form
8-K of  Stoneville Insurance Company dated February 25, 1999.
    
Very truly yours,



/s/ Richard L. Eaton