1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CAPITAL HOLDINGS, INC.
(Exact Name of Registrant as specified in its Charter)

OHIO 34-1588902
(State of Incorporation) (IRS Employer Identification No.)

5520 MONROE STREET
SYLVANIA, OHIO 43560
(Address of principal executive offices, including zip code)

CAPITAL HOLDINGS, INC. AMENDED AND RESTATED DIRECTOR AND EMPLOYEE STOCK
PURCHASE PLAN
(Full Title of the Plan)

MR. JOHN S. SZUCH
CHAIRMAN AND CEO
CAPITAL HOLDINGS, INC.
5520 MONROE STREET
SYLVANIA, OHIO 43560
(419) 885-7379
(Name, address and telephone number of agent for service)

COPIES TO:
EDWIN L. HERBERT, ESQ.
WERNER & BLANK CO., L.P.A.
7205 WEST CENTRAL AVENUE
TOLEDO, OHIO 43617
(419) 841-8051

CALCUATION OF REGISTRATION FEE

- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) per Share(2) Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------

Common Stock, no par value 200,000 $28.75 $ 5,750,000.00 $1,599.00

(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock, no par value ("Common
Stock"), of Capital Holdings, Inc. (the "Company" or "Registrant") registered
hereby as a result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) under the Securities Act of 1933,
("Securities Act"), based upon the average of the high and low prices of the
Common Stock as reported on the Over-the-Counter Electronic Bulletin Board on
November 15, 1999.

INCORPORATION OF EARLIER
FORM S-8 REGISTRATION STATEMENT

THE COMPANY IS REGISTERING AN ADDITIONAL 200,000 SHARES OF ITS COMMON STOCK IN
RESPECT TO ITS AMENDED AND RESTATED DIRECTOR AND EMPLOYEE STOCK PURCHASE PLAN,
FORMERLY CALLED THE EMPLOYEE STOCK PURCHASE PLAN. THESE SECURITIES ARE OF THE
SAME CLASS AS THOSE FOR WHICH A REGISTRATION STATEMENT ON FORM S-8, FILE NUMBER
333-17151, WAS PREVIOUSLY FILED WITH COMMISSION. ACCORDINGLY, THE CONTENTS OF
THE COMPANY'S FORM S-8 REGISTRATION STATEMENT, FILE NUMBER 333-17151, ARE
INCORPORATED BY REFERENCE, AS PERMITTED BY GENERAL INSTRUCTION E TO USE OF FORM
S-8. INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT THAT WAS NOT CONTAINED
IN THE COMPANY'S EARLIER REGISTRATION STATEMENT, FILE NUMBER 333-17151, IS SET
FORTH HEREIN.

------------------------------

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ONLY INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT THAT WAS NOT
CONTAINED IN THE COMPANY'S FORM S-8 REGISTRATION STATEMENT, FILE NUMBER
333-17151, IS SET FORTH BELOW. ALL OTHER INFORMATION IS INCORPORATED BY
REFERENCE TO THE COMPANY'S FORM S-8 REGISTRATION STATEMENT, FILE NUMBER
333-17151.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998.

(b) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the
end of the fiscal year covered by the Form 10-K referred to in clause (a) above.

(c) The description of the Common Stock of the Company contained in the
Company's registration statement on Form 8-A filed on April 30, 1993.

(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 8. EXHIBITS.

The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

Number Exhibit

4.1* Articles of Incorporation of Capital Holdings, Inc.

4.2** Amendment to Articles of Incorporation of Capital Holdings,
Inc.

5 Opinion of Werner & Blank Co., L.P.A. as to the legality of
the securities

23.1 Consent of Werner & Blank Co., L.P.A.
(contained in the opinion included as Exhibit 5)

23.2 Consent of Ernst & Young LLP

24 Power of Attorney

* Incorporated by reference to the Registrant's filing on Form S-1 (File No.
33-46573) Registration Statement, as amended.

** Incorporated by reference to the Registrant's filing on Form S-3 (File No.
333-85837) Registration Statement, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sylvania, State of Ohio, on November 12, 1999.

By: /s/ John S. Szuch
------------------------------
John S. Szuch
Chairman and Chief Executive
Officer
(Duly Authorized Representative)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
/s/ John S. Szuch
---------------------
John S. Szuch Chairman of the Board of Directors, November 12, 1999
Chief Executive Officer and Director
/s/ David L. Mead (Principal Executive Officer)
---------------------
David L. Mead Senior Vice President and November 12, 1999
Chief Financial Officer
(Principal Financial and Accounting
/s/ Robert A. Sullivan Officer)
-------------------------
Robert A. Sullivan President, Chief Operating Officer, November 12, 1999
Secretary and Director

/s/ Bruce K. Lee
---------------------
Bruce K. Lee Executive Vice President and Director November 12, 1999

Directors*
George A. Isaac, III
W. Geoffrey Lyden, III
James D. Sayre
James M. Appold
David P. Bennett
Yale M. Feniger
Harley J. Kripke
Thomas W. Noe
Michael C. Landin
Ronald R. Langenderfer
Noel S. Romanoff
Scott J. Savage

* for each of the above directors pursuant to power of attorney filed with this
Registration Statement.

By: /s/ John S. Szuch November 12, 1999
----------------------------------- -----------------------
(pursuant to power of attorney) Date

EXHIBIT INDEX