Exhibit 2.4

FIREMAN'S FUND AND CROP GROWERS ANNOUNCE
ACQUISITION AGREEMENT


For release on March 6, 1997 at 6:00 a.m. CST

Contacts: John Kozero                             Bob Rousey
          Fireman's Fund Insurance Company        Crop Growers Corporation
          415-899-2166                            913-323-5612


Novato, CA and Overland Park, KS - Fireman's Fund Insurance Company and Crop
Growers Corporation (NASDAQ:  CGRO) announced today that they have entered into
a definitive agreement by which Fireman's Fund would acquire Crop Growers in a
cash merger at $10.25 per share.  Fireman's Fund presently owns convertible
preferred stock of Crop Growers and has exercised the right to purchase an
additional 1,827,477 shares of common stock from former Crop Growers executives
for $10.00 per share.  Crop Growers has consented to such purchases, subject to
certain restrictions.

    The transaction is subject to, among other things, Crop Growers stockholder
approval, regulatory approvals and other customary conditions.  Because of
regulatory approvals and clearances, the transaction is not expected to close
for several months.

    The terms of the transaction were unanimously approved by Crop Growers
Board of Directors.  Crop Growers has received an opinion from Dean Witter
Reynolds Inc., its financial advisor, that the offer is fair from a financial
point of view to Crop Growers stockholders (other than Fireman's Fund and its
affiliates).

    Through March 28, 1997, Crop Growers may seek alternative acquisition
proposals from certain companies and may receive unsolicited proposals.  Acting
through its investment bankers, Crop Growers intends to initiate appropriate
contacts with respect to alternative acquisition proposals.  If Crop Growers
Board of Directors finds an alternative acquisition proposal that is superior to
the transaction with Fireman's Fund, it may terminate the agreement with
Fireman's Fund upon payment of a break-up fee of $2.4 million.  After March 28,
1997, Crop Growers may receive unsolicited proposals and terminate the Fireman's
Fund agreement under certain, more limited, circumstances.

    Crop Growers CEO, Larry Martinez, said "We have enjoyed a very positive
strategic relationship with Fireman's Fund over the past several years and this
transaction will further strengthen both of our companies' desires to be the
premier provider of crop insurance."

    "In 1876 Fireman's Fund became the first company in the world to insure
standing grain," said Joe Stinnette, president and CEO of Fireman's Fund.  "This
arrangement with Crop Growers reaffirms our early roots and helps us



respond more thoroughly to risk management needs of farmers not only in the
Heartland but throughout rural America.  We expect Crop Growers to help us
achieve our mission to be the premier provider of property and casualty
coverages to the American farmer, one of our key customer groups."

    One of the top 20 property and casualty insurance companies in the U.S.,
Fireman's Fund in 1996 had total assets of $16.5 billion and gross premiums
written of $4 billion.  The 134-year old Fireman's Fund is assigned an "A"
rating from A.M. Best Company and "Aa1" from Moody's.  Fireman's Fund has 7,885
employees who operate out of 40 major offices, distributing business and
personal lines insurance through more than 6,000 independent agents.

    Crop Growers markets and services federal multi-peril crop insurance and
crop hail insurance for third party insurance companies and its own insurance
company subsidiaries.  The company also develops, markets and sells farm
management software and related mapping products.  Crop Growers had 7,962,251
common shares outstanding as of February 28, 1997.


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