Filed by CII Financial, Inc.

                                               Pursuant to Rule 425
                                               under the Securities Act of 1933
                                               For:  CII Financial, Inc.
                                               Commission File No.:  333-52726


                               CII FINANCIAL, INC.

                     California Indemnity Insurance Company
                      Commercial Casualty Insurance Company

                  subsidiaries of Sierra Health Services, Inc.
                  P. O. Box 15645, Las Vegas, Nevada 89114-5645

                                  PRESS RELEASE

FOR IMMEDIATE RELEASE

CONTACTS:  John Okita                         Andrew C. Karp
           Chief Financial Officer            Managing Director
           (702) 242-7531                     Banc of America Securities LLC
                                              High Yield Special Products
                                              (704) 388-4813 or (888) 292-0070

              CII FINANCIAL ANNOUNCES FINAL TERMS OF EXCHANGE OFFER
                  FOR CONVERTIBLE SUBORDINATED DEBENTURES AND
       EXTENSION OF EXPIRATION DATE; PAYMENT OF MARCH 15 INTEREST PAYMENT

         Las Vegas,  April 19, 2001 - CII Financial,  Inc.  today  announced the
amendment of its pending exchange offer for all $47 million of its outstanding 7
1/2%  convertible  subordinated  debentures  due  September  15, 2001 (CUSIP No.
12551LAB7).  Under the offer,  as amended,  holders can choose to exchange their
old 7 1/2% junior  subordinated  debentures for either new senior  debentures or
cash.

         The Company said the final terms of the offer consist of the following:

- -             The cash purchase  price has been  increased  from $700 per $1,000
              principal  amount to $739.12  per $1,000  principal  amount,  plus
              accrued  interest.  The  cash  offer  is  for  up  to a  total  of
              $27,059,000   principal   amount   of  old  7  1/2%   subordinated
              debentures.

- -             The Company is offering to exchange the remaining  $20,000,000
              principal amount of old 7 1/2% subordinated debentures for new
              9 1/2% senior debentures.

- -             The maturity of the new senior debentures has been shortened from
              March 31, 2005 to September 15, 2004.

                                   ---more---





CII - Final and Interest Payment p. 2/2/2/2/2

- -             The covenants  applicable to the new debentures have been expanded
              to  include   limitations  on  indebtedness,   liens,   restricted
              payments,  sales of capital stock of subsidiaries and transactions
              with  affiliates.  The covenants  also include an excess cash flow
              offer, asset sale offer and change of control offer.

- -             In the event of a change of control of CII  Financial,  holders of
              the new 9 1/2%  senior  debentures  will have the right to require
              the  Company to  repurchase  their new  debentures  at 100% of the
              principal  amount,  plus a specified  premium declining over time.
              The repurchase premium will initially be 10%.

         Under the amended offer, holders who elect cash will receive $739.12 in
cash  for  each  $1,000  principal  amount  of  their  old 7  1/2%  subordinated
debentures  accepted under the cash option,  plus accrued and unpaid interest in
cash. If holders of more than  $27,059,000  total principal amount of old 7 1/2%
subordinated  debentures  elect to tender their debentures for cash, the Company
will purchase a total of $27,059,000 principal amount of old 7 1/2% subordinated
debentures  for cash and the Company  will  exchange the balance of the tendered
debentures  for new 9 1/2% senior  debentures.  All holders who elect to receive
cash will be treated  equally in this  process.  It will be a  condition  of the
offer  that at least  $27,059,000  principal  amount of old 7 1/2%  subordinated
debentures will be tendered for cash.

         As a result of the  revisions,  holders  who  elect  new 9 1/2%  senior
debentures will receive $1,000 principal amount of new 9 1/2% senior  debentures
for each $1,000  principal amount of their old 7 1/2%  subordinated  debentures,
plus accrued and unpaid  interest in cash.  It is a condition  of the offer,  as
amended, that the Company will exchange no more than $20,000,000 total principal
amount of old 7 1/2% subordinated debentures for new 9 1/2% senior debentures.

         The expiration date for the exchange offer has been extended from 11:59
p.m.,  New York City time, on April 30, 2001, to 11:59 p.m., New York City time,
on May 1, 2001.

         The Company said that,  as of 11:59 p.m.,  New York City time, on April
17, 2001,  it had received  tenders  from  holders of  $27,153,000  in aggregate
principal   amount  of  old  7  1/2%   subordinated   debentures,   representing
approximately  57.7% of the outstanding  principal amount of the old debentures.
It is a condition  of the offer that the Company  receives  valid  tenders of at
least  90% of the  aggregate  outstanding  principal  amount  of the  old 7 1/2%
subordinated debentures.  In that regard, the Company announced that the holders
(or their advisors) of approximately $24 million  aggregate  principal amount of
old debentures, who have been engaged in discussions with the Company concerning
the  terms of the  exchange  offer,  have  agreed to accept  the  revised  terms
described  above.  The  Company  said a  portion  of  such  $24  million  of old
debentures has already been tendered.

                                   ---more---





CII - Final and Interest Payment p. 3/3/3/3/3

         The Company  further  announced  that,  as of April 16, it had made the
interest  payment due on March 15, 2001 on its 7 1/2%  convertible  subordinated
debentures  to the Trustee  within the 30-day grace  period  provided for in the
indenture governing the debentures.

     Banc of America  Securities  LLC is the  exclusive  dealer  manager for the
offer.  D.F. King & Co., Inc. is the information agent and Wells Fargo Corporate
Trust is the depositary. Copies of the Preliminary Prospectus and Exchange Offer
may be obtained by calling D.F. King at (800) 735-3591.  Additional  information
concerning  the terms and  conditions of the offer may be obtained by contacting
Banc of America Securities LLC at (888) 292-0070.

         CII  Financial  is a  holding  company  primarily  engaged  in  writing
workers'  compensation  insurance in nine western and mid-western states through
its  wholly  owned   subsidiaries,   California   Indemnity  Insurance  Company,
Commercial Casualty Insurance Company, Sierra Insurance Company of Texas and CII
Insurance  Company.  CII Financial is a wholly owned subsidiary of Sierra Health
Services,  Inc. (NYSE:SIE),  a diversified health care services company based in
Las Vegas.

         Statements  in this  news  release  that are not  historical  facts are
forward-looking   and  based  on  management's   projections,   assumptions  and
estimates;  actual results may vary materially.  Forward-looking  statements are
subject to certain  risks and  uncertainties,  some of which may be found in the
Preliminary  Prospectus  and Exchange Offer and other  documents  filed with the
Securities  and  Exchange  Commission  and  which  are  incorporated  herein  by
reference.

         Additional Information and Where to Find It:

         CII  Financial,  Inc.  has  filed a  Registration  Statement  with  the
Securities and Exchange Commission on Form S-4 registering the new debentures to
be issued in the exchange offer. The Registration  Statement and the preliminary
prospectus contained therein contain important  information about CII Financial,
the exchange offer and related  matters.  Security holders are urged to read the
Registration  Statement and the preliminary  prospectus  contained therein,  CII
Financial's  Schedule TO and any other relevant documents filed by CII Financial
with the SEC.

         The  Registration  Statement  has not  yet  become  effective.  The new
debentures  may not be sold and,  although  you may tender your old  debentures,
tenders may not be accepted prior to the time the Registration Statement becomes
effective.  This  shall not  constitute  an offer to sell or an offer to buy nor
shall there be any sale of the new  debentures in any State in which such offer,
solicitation or sale would be unlawful.

         Security  holders  are  able  to  obtain  copies  of  the  Registration
Statement on Form S-4 and the preliminary  prospectus,  CII Financial's Schedule
TO and any other relevant  documents for free through the Web site maintained by
the SEC at http://www.sec.gov.  In addition,  these documents are available free
of charge by contacting the Information Agent for the offer, D.F. King & Co., at
(800)  735-3591.  If you have any  questions  about the offer,  please  call the
Dealer Manager for the offer, Banc of America Securities LLC, at (888) 292-0070.

                                      ####