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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

/X/ Annual Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 [Fee Required]
For the Fiscal Year Ended December 31, 1995
OR
/ / Transition report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 [No Fee Required]

Commission File Number 0-16748
------------------------------
INTERCARGO CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 36-3414667
(State or other jurisdiction (I.R.S. employer
of incorporation) identification no.)
1450 American Lane
20th Floor
Schaumburg, Illinois 60173
(Address of principal executive office and zip code)

Registrant's telephone number, including area code: 847-517-2990

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

Title of Class
--------------------------
Common Stock, $1.00 Par Value

Indicate by check mark whether Registrant (1) has filed all reports required 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 the definitive proxy statement incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
________

Aggregate Market Value of Voting Stock held by nonaffiliates as of March 21,
1996: $72,589,320
Number of Shares of Common Stock outstanding as of March 21, 1996: 7,640,981

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report for 1995 (incorporated by reference
under Part II).

Portions of the Registrant's definitive Proxy Statement for the 1996 Annual
Meeting of Stockholders (incorporated by reference under Part III).

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PART I

Item 1. Business.

The Company, through Intercargo Insurance Company ("IIC"), its U.S.
insurance company subsidiary, is engaged in the business of underwriting
specialized insurance coverages for international trade. This includes U.S.
Customs bonds, marine cargo insurance, professional liability insurance and
property and casualty insurance. U.S. Customs bonds guarantee payment of
duties on imported goods and marine cargo insurance protects shippers from loss
or damage to goods in transit. IIC's professional liability and property and
casualty insurance is marketed to customs brokers, freight forwarders, and
other service firms engaged in the international movement of cargo.
Additionally, IIC markets contract surety through independent agents.

As a result of the Company's participation in a public offering by the
Company's Canadian subsidiary, Kingsway Financial Services, Inc. ("Kingsway"),
the Company's ownership interest in Kingsway was reduced from 100% to 47%. The
offering was made in Canada in December, 1995, with the underwriters'
overallotment option having been exercised in January, 1996. Kingsway
underwrites commercial nonstandard automobile insurance as its primary line.
It also provides property and casualty coverage in niche commercial markets,
and specialized insurance coverages for international trade.

In the United States, IIC's products are distributed primarily through a
wholly-owned subsidiary, International Advisory Services, Inc. ("IAS") and its
insurance agency subsidiaries under the trade name, Trade Insurance Services,
Inc.

IIC opened a branch office in London in April, 1994. This office
underwrites marine insurance through independent insurance brokers. In
October, 1995, the Company acquired Eastern Insurance Limited, a Hong Kong
licensed insurer and renamed the company Intercargo Insurance Company H.K.
Limited. The Company plans to commence operations in Hong Kong in April, 1996.

Unless the context otherwise requires, the term the "Company" shall mean
Intercargo Corporation and/or its subsidiaries.

U.S. CUSTOMS BONDS

U.S. Customs bonds guarantee that the importer will pay all attendant
duties and taxes at the time of entry of merchandise, pay any supplemental
duties assessed and

observe the laws governing imports. U.S. Customs bonds are required by the
U.S. Customs Service ("Customs") from virtually all importers of merchandise
into the United States. U.S. Customs bonds facilitate the flow of goods by
permitting importers to take possession of such goods prior to final
determination of Customs duties and of related regulatory issues.

U.S. Customs bonds are of two types, either continuous or single
transaction. The required bond amounts are set by Customs directives.
Continuous bond amounts are set on an annual basis at 10% of the duties paid by
the importer to Customs in the previous calendar year. Approximately 11% of
the bonds written by the Company in 1995 were continuous bonds, but continuous
bonds represented approximately 57% of the premiums earned by the Company in
1995.

The average duty payment required on an import shipment, which is payable
by the importer within ten days of entry, is approximately 5% of the value of
the shipment. However, if Customs disagrees with the importer's classification
or valuation of the shipment, the importer will be required to pay additional
duty. Customs also is authorized to assess fines and damages against importers
which fail to comply with certain import laws and regulations. These laws and
regulations include import quota restrictions, labeling laws, Food and Drug
Administration regulations and the regulations of other government agencies.
Although the importer remains liable for these adjustments, fines and damages,
Customs makes demand for payment upon the insurance company that issued the
bond in the event of a default by the importer.

The Company carefully evaluates the information available from its
database and operating experience in establishing its underwriting parameters.
All U.S. Customs bond risks must meet these parameters or be specifically
approved by designated underwriters. This evaluation is based on a number of
factors including the size of the U.S. Customs bond, the financial strength of
the importer, the type of transaction, the type of commodity, the commodity's
country of origin and the importer's loss history. The Company has developed a
database which integrates information received from production sources with
detailed information received from Customs on a weekly basis. The Company uses
this database extensively as it provides enhanced capabilities for underwriting
control and claims handling. The Company also enhances its underwriting
selectivity by declining business written through subproducers which have
historically failed to file complete documentation with Customs in a timely
manner and through its understanding of the laws and regulations which affect
imported cargo.

MARINE CARGO INSURANCE

A marine cargo policy issued by the Company insures the shipper or
consignee against physical loss or damage to cargo while in transit. The
Company's marine cargo policies provide coverage for general commercial and
industrial goods of all types, but exclude among other things, oil shipments
and bulk commodities (such as grain

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shipments). A small portion of the Company's marine business also consists of
overland carrier and warehouseman's cargo liability insurance. Marine
risks are underwritten based on a number of factors, including type of
commodity to be insured (susceptibility to theft and damage), adequacy of
packaging, country of origin and destination, extent and type of coverage
required, method of transportation and shipping practices and loss experience
of the shipper and consignee. The Company issues marine cargo policies
primarily for shipments from the U.S. to foreign ports, from foreign ports to
the U.S. and, to a limited extent, from one foreign port to another. The
Company, however, endeavors to avoid coverage for troubled parts of the world.

Marine cargo policies are issued by the Company for an indefinite period
of time. The policy insures individual shipments for amounts up to the policy
limits at premium rates determined by the Company based upon the factors
mentioned above. Premium written on individual shipments is considered to be
earned when reported to the Company.

PROFESSIONAL LIABILITY INSURANCE

The Company provides professional liability coverage for customs brokers,
freight forwarders and other service firms engaged in the international
movement of cargo. Professional liability insurance policies protect insureds
against certain claims arising from the unintentional errors or omissions of
their operations that result in financial injury to their clients. These
policies exclude coverage for punitive damages and are issued on a "claims
made" basis, which means that claims involving alleged negligent acts must be
reported during the stated policy term. The Company's professional liability
program has been endorsed by the National Customs Brokers and Forwarders
Association of America since 1989.

The Company introduced a modified version of its professional liability
coverage in 1993. This coverage, referred to as international transit
liability (ITL) insurance, includes marine legal liability insurance in
addition to professional liability. IIC is the first U.S. based insurance
company to offer this type of coverage. The program was developed to compete
in new international markets. Unlike the traditional professional liability
policy, this policy is issued on an "occurrence" basis which means the covered
proximate cause of loss must occur during the policy period.

NONSTANDARD AUTOMOBILE INSURANCE

Kingsway sells commercial and individual automobile insurance for insureds
who cannot meet the underwriting criteria of the standard auto market.
Kingsway has established underwriting criteria which it applies to further
categorize nonstandard automobile insurance risks to identify appropriate risks
for direct coverage and to determine appropriate rates. Generally, the higher
loss frequency of nonstandard risks is reflected in surcharged rates.
Historically, Kingsway has written substantially all of

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its automobile insurance in Ontario and, to a lesser extent, in Alberta, New
Brunswick, Nova Scotia and Quebec.

OTHER PROPERTY AND CASUALTY INSURANCE

The Company markets commercial property and casualty products to customs
brokers, freight forwarders and other service firms engaged in the
international movement of cargo. The Company is authorized to write these
coverages in 47 states. The product is designed to meet the specific
requirements of the broker/forwarder industry.

The Company's property and casualty and marine units combined to offer a
truckers program in 1993. The truckers program includes property and casualty
coverage, miscellaneous trucking bonds and cargo legal liability insurance.

CONTRACT BONDS

The Company sells bid, performance and payment bonds for construction and
other types of contracts. The Company also underwrites license and permit
bonds, miscellaneous financial guarantees, court bonds and specialty fidelity
bonds.

The Company believes it has developed an industry leading data processing
system that ensures quality underwriting while reducing the costs and time of
processing business.

FOREIGN OPERATIONS

See note 14 of Notes to Consolidated Financial Statements for information
relating to revenues, operating income and identifiable assets related to the
Company's Canadian operations, which information is incorporated by reference
from the Company's 1995 Annual Report to Stockholders.

MARKETING AND DISTRIBUTION

IAS has agency offices located in Atlanta, Boston, Charlotte, Charleston,
Chicago, Hong Kong, Houston, Los Angeles, Miami, New York, San Francisco,
Seattle and Toronto. Together with a network of subproducers, IAS acts as the
principal insurance agency for substantially all of the Company's U.S.
insurance product sales and for its marine cargo and professional liability
insurance sold in Canada. IAS's agency offices operate under the trade name,
Trade Insurance Services, Inc. In addition to IAS and its subproducers, the
Company has appointed independent agents.

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IAS sells U.S. Customs bonds and marine cargo insurance primarily through
customs brokers, freight forwarders and other service firms engaged in the
international movement of cargo. These service firms act as subproducers for
IAS and are compensated on insurance business placed through IAS. Customs
brokers must be licensed by the U.S. Treasury Department to represent importers
and arrange for clearance of cargo through Customs. Many customs brokers are
also freight forwarders which arrange for the shipment of cargo both in the
U.S. and abroad. IAS also generates sales through conventional insurance
agencies and markets directly to large shippers of cargo.

IAS sells the Company's professional liability and property and casualty
insurance directly to customs brokers, freight forwarders, and other service
firms engaged in the international movement of cargo.

REINSURANCE

The Company follows the industry practice of reinsuring a portion of its
insured risks, paying to the reinsurer a portion of the premiums received on
all policies. Insurance is ceded principally to reduce the net liability on
individual risks and to protect against catastrophic losses. The Company
endeavors to place reinsurance with U.S. Treasury approved, A rated by A.M.
Best Company, reinsurance companies.

Excess of loss reinsurance on the Company's Customs bond business is
provided through contracts with three reinsurance companies: Munich American
Reinsurance Company ("Munich"), First Excess and Reinsurance Company and
Employers Reinsurance Company ("Employers Re"). Excess of loss reinsurance is
a form of reinsurance which indemnifies the ceding insurer up to an agreed
amount against all or a portion of the amount of loss in excess of a specified
retention. The Company now retains risks up to $500,000 per bond or per
principal. Under the contracts, the reinsurers automatically assume the risk
of losses on the Company's bonds between $500,000 and $3,000,000 on any one
principal. Bonds written for amounts greater than $3,000,000 must be submitted
to the reinsurers for acceptance on a case-by-case basis and the Company may
not fully reinsure all exposures above $3,000,000.

Excess of loss reinsurance on the Company's marine cargo insurance is
provided through a reinsurance treaty between the Company, Munich and Munich
Reinsurance Company. Under the contracts, Munich and Munich Reinsurance
Company automatically assume the risk of losses between $200,000 and $5,000,000
on any one occurrence. In addition, the Company has a facultative treaty with
Lloyd's of London and several smaller participants which allows it to write
policies in excess of $5,000,000 up to a limit of $20,000,000.

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The reinsurance on the Company's professional liability program is placed
with Employers Re. The Company retains the first $100,000 of loss on any one
policy or occurrence. The reinsurer provides reinsurance of $400,000 in excess
of the $100,000 retention and also provides $2,000,000 additional capacity as
needed.

Reinsurance on the Company's U.S. other property and casualty insurance is
provided primarily through Employers Re. The Company's net retention is
$100,000. The casualty and liability lines are reinsured on an excess of loss
basis under the same facility as the professional liability program above and
the property lines are reinsured on a surplus basis. Surplus reinsurance
indemnifies the Company by ceding a percentage of premiums and losses based
upon total insured value.

The reinsurance program to cover contract and miscellaneous bonds is an
excess of loss treaty, which cedes losses over $250,000 up to $1,500,000, to
several reinsurers, including Kemper Reinsurance Company, Republic Western
Insurance Company, Transatlantic Reinsurance Corporation, Security Insurance
Company of Hartford and Generali (U.S. Branch). A further $1,500,000 excess of
the primary $1,500,000 of catastrophic or accumulated reinsurance is also
provided on a quota share basis by several excess of loss reinsurers.

The ceding of reinsurance does not discharge the original insurer from its
primary liability to the policyholder. The ceding company is required to pay
losses even if the reinsurer fails to meet its obligations under the
reinsurance agreement. The Company also remains liable for losses which exceed
the limits of coverage afforded by its reinsurance agreements. In addition to
the per occurrence limits set forth above, the annual aggregate limit on the
Company's Customs bond reinsurance contract is $7.5 million and the annual
aggregate limits on the marine cargo reinsurance contract is $15.0 million.

LOSSES AND LOSS RESERVES

Claims on the Company's marine, professional liability, automobile, other
property and casualty and contract bond lines are adjusted by Company
personnel. Adjustment procedures include verification of the coverage,
investigation of the loss, evaluation of the exposure and final settlement of
the claim. The Company's general policy is to adjust and settle claims as
quickly as possible. For marine cargo claims, salvage and subrogation are
important factors in minimizing loss experience.

Substantially all U.S. Customs bond losses are paid to Customs as the
party indemnified by the bond. The Company receives periodic notices of
importer defaults from Customs in the normal course of business. Because of
the nature of the U.S. Customs bond business, the majority of claim notices
received from Customs typically do not result in actual claim payments by the
Company because of payment by the

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principal, adequate defenses of the principal or the Company with respect to
the claim or correction of a non-compliance situation.

The two major types of bond claims received from Customs are assessment of
additional duty and liquidated damages. The Company's claim adjustment
procedures for additional duty assessments include identifying the bond related
to the claim, obtaining supporting Customs' entry documentation, reviewing
Customs' assessment of higher duty and contacting the importer of record in an
attempt to secure payment. Claims for liquidated damages are more complex and
require the implementation of several claim adjustment procedures. By working
with the Customs broker that filed the import entry and produced the bond, the
Company seeks to correct the non-compliance situation. If compliance is not
achieved, the Company performs final adjustment procedures or makes payment.
The principal remains liable for all claims paid by the Company. The Company's
policy is to aggressively pursue the principal under rights of subrogation on
any bond that results in a claim payment.

In 1986, Customs began to automate its claims procedures, thus
accelerating the reporting of claims. The Company has responded by enhancing
its own automation of claims data. These enhancements, together with other
improvements, have enabled the Company to achieve greater claims resolution
through more timely pursuit of bond principals. Additionally, the Company has
been preparing for a fully automated interface with Customs. In January 1993,
Customs issued a Notice of Proposed Rulemaking Regarding the Automated Surety
Interface ("ASI"). This notice provides the preliminary standards and
procedures for ASI, allowing the Company to move forward towards more efficient
underwriting and processing.

On December 8, 1993 the Customs Modernization Act ("Mod Act") was enacted
as Title VI of the North American Free Trade Agreement Implementation Act
("NAFTA"). The Mod Act contains several provisions which may affect sureties.
These include changes in record keeping, interest, automation and liquidation
procedures. These changes in total may affect the Company either positively or
negatively depending on the final regulations and implementation.

The Company maintains reserves for the payment of losses and loss
adjustment expenses ("LAE") for all lines of business, on an undiscounted
basis. The determination of reserves for losses and LAE is dependent on
receipt of information regarding claims and the historical loss experience of
the business. Generally, there is a lag between the time losses are incurred
and the time they are reported to the Company.

The liability for losses and LAE is an estimate of the ultimate unpaid net
cost of all losses incurred through December 31 of each year. Since the
provision is necessarily based on estimates, the ultimate liability may be more
or less than such provision. These estimates include the anticipated recovery
of salvage and subrogation based on historical patterns. Case reserves for
individual claims are generally not established for

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the U.S. Customs bond business because of the historical problems of attempting
to establish case reserves for small losses coupled with: (i) frequent errors
in Customs claims, (ii) lack of or erroneous documentation furnished to the
Company by Customs, and (iii) the experience of the Company that in excess
of 90% of all claims initially reported by Customs are either canceled or
settled by the principal. When there is sufficient evidence to document the
validity of a claim, it is promptly paid by the Company. As a result, the
Company estimates its ultimate losses on U.S. Customs bonds by projecting from
its paid claim data. The combination of paid loss projections and the length
of time to ultimate settlement adds a high degree of judgment to the reserving
process. The reserves established for bond losses are regularly evaluated and
adjusted when conditions in loss patterns indicate an adjustment is required.
The reserves established for marine losses and professional liability losses
are periodically evaluated against cases reported and adjustments to the
reserves are recorded as deemed appropriate. Reserves for the Company's
automobile and commercial and property and casualty lines are established on a
case-by-case basis and include a provision for claims incurred but not yet
reported (IBNR). The individual case reserves are reviewed periodically and
adjusted as deemed necessary. The following table presents Company reserve
balances for the periods indicated (net of ceded reinsurance):

YEAR ENDED DECEMBER 31,
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1995 1994 1993
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(DOLLARS IN THOUSANDS)

Unpaid Losses and LAE at beginning of period,
net of reinsurance recoverables of $3,830, $3,407, and
$5,231 $35,006 26,289 23,940
Unpaid Losses and LAE of acquired entities
at the beginning of the period 1,300 - 1,945
-------- -------- --------
Adjusted unpaid losses and LAE at the beginning
of the period 36,306 26,289 25,885
-------- -------- --------
Provision for Losses and LAE for claims occurring during:
U.S. and U.K. operations
Current year 28,426 19,921 12,093
Prior years 2,090 1,808 2,584
Canadian operations
Current year 17,216 9,541 7,233
Prior years 4,014 329 (796)
-------- -------- --------
Total 51,746 41,599 21,114
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Less Losses and LAE payments for claims occurring during:
U.S. and U.K. operations
Current year (9,492) (7,349) (3,936)
Prior years (12,049) (9,505) (9,444)
Canadian operations
Current year (7,292) (11,289) (3,718)
Prior years (8,863) (4,739) (3,612)
-------- -------- --------
Total (37,696) (32,882) (20,710)
Adjustment to deconsolidate Canadian operations (17,201) - -
-------- -------- --------
Unpaid Losses and LAE at end of period,
net of reinsurance recoverables of $3,138, $3,830 and
$3,407 $33,155 35,006 26,289
======== ======== ========

______________________________

Any adjustments to reserves are reflected in operating results for the
period in which they are made.

The following table presents development of total Company reserves and
liability paid for the periods indicated.

Year Ended December 31,

1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
------ ------ ------ -------- -------- -------- -------- ------- ------- ------- -------
(Dollars in thousands)

Liability for unpaid
losses and LAE $5,193 $7,412 $9,414 $11,459 $12,584 $14,133 $25,867 $23,940 $26,289 $35,006 $33,155
Cumulative amount of
liability paid through:
One Year Later 3,293 4,130 5,254 6,019 5,216 6,039 12,611 12,531 14,244 20,205
Two Years Later 6,128 7,307 8,803 8,826 8,748 10,893 18,471 17,711 22,819
Three Years Later 8,249 9,436 10,985 11,396 12,106 13,079 21,521 24,280
Four Years Later 9,732 11,203 12,963 14,375 13,525 13,782 28,746
Five Years Later 10,680 12,862 15,400 15,224 13,906 21,892
Six Years Later 12,134 14,805 16,108 15,488 14,179
Seven Years Later 13,835 15,106 16,318 15,766
Eight Years Later 13,950 15,181 16,517
Nine Years Later 13,963 15,134
Ten Years Later 13,891

Liability re-estimated as of:
One Year Later 6,050 7,666 10,080 11,629 13,592 13,367 26,551 25,728 28,426 41,110
Two Years Later 7,538 9,379 11,356 14,011 13,301 16,666 25,974 24,667 29,851
Three Years Later 9,251 10,631 13,974 14,502 16,273 15,613 25,060 23,289
Four Years Later 10,069 12,986 15,301 17,499 15,351 14,966 24,192
Five Years Later 12,109 14,618 17,782 16,656 14,790 14,765
Six Years Later 13,445 16,502 17,051 16,038 14,209
Seven Years Later 15,050 15,717 16,736 15,774
Eight Years Later 14,417 15,413 16,565
Nine Years Later 14,084 15,158
Ten Years later 13,907

Cumulative deficiencies
(Redundancies) $8,714 $7,746 $7,151 $4,315 $1,625 $632 ($1,675) $(651) $3,562 $6,104
====== ====== ====== ======== ======== ======== ======== ======= ======= =======

Generally accepted accounting principles require insurance liabilities on the
balance sheet be reported without reduction for anticipated recoverables under
reinsurance contracts. Statutory accounting practices continue to permit
reporting on a net basis. The following table sets forth the reconciliation of
GAAP reported reserves to reserves net of reinsurance as shown above.

December 31,
1995 1994 1993
-------- -------- --------
(dollars in thousands)

Gross loss and loss adjustment expense reserves $36,293 38,836 29,696
Ceded to other insurance companies (1) 3,138 3,830 3,407
-------- -------- --------

Net liability as stated above $33,155 35,006 26,289
======== ======== ========

____________________________

(1) Before reduction for funds held from reinsurers

As indicated in the above tables, the Company has experienced adverse loss
development for policy years prior to 1991, and policy years 1993 and 1994.
Reserve

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deficiencies for 1991 and prior have developed primarily in the U.S.
Customs bond line of business. Historical reserve deficiencies resulted from
several causes, including modifications in the administrative procedures
utilized by Customs in the claims assessment and collection area; the
previously described computerization of the claims administration process by
Customs; certain court decisions regarding claims administration procedures
that were decided favorably to Customs and certain extraordinary losses
experienced by the Company. The extraordinary losses were related to a
discontinued line of bond business for environmental and safety requirements
for imported automobiles, a discontinued program for travel agents and a
Customs determination on certain steel importations involving countervailing
duty and anti-dumping issues. (In accordance with Customs procedures
operative at the time, these risks were primarily secured by many single entry
bonds.) The aggregate cumulative losses on these items is approximately
$5,500,000, net of reinsurance ceded. The Customs regulations have been
modified to restrict such aggregation of liability in the future. Moreover,
the database now permits the Company to track and control such aggregations
on a more timely basis.

In 1993, reserve estimates for professional liability developed greater
than originally estimated. The Company's experience with a certain segment of
its insured population has been identified as the source of the adverse
experience. Certain aspects of the Mod Act are expected to allow this group to
be able to limit its exposure to loss in the future. Coupled with enhanced
pricing and underwriting control, the Company believes these changes should
result in improved loss experience in this area.

As prior period reserve inadequacies became apparent, the Company took
several actions to strengthen its reserve posture by increasing its premium
rate, adjusting its current reserve practices and affecting lump sum increases
to the reserves.

During 1995, it became apparent that the estimated unpaid claims for
liabilities established at December 31, 1994 on Kingsway's business lines would
exceed initial expectations and loss reserves were increased accordingly by
$4.0 million. In addition, the reserves reported to Kingsway by the Canadian
Facility Association Risk Sharing Pool as at December 31, 1994 increased
substantially during 1995. The Risk Sharing Pool was created by legislation in
Ontario to ensure the availability of automobile insurance to every motorist in
Ontario. Every insurer writing automobile insurance is required to share in
these losses in proportion to their business in the Province.

Also, during 1995, loss experience related to U.S. operations for 1994 and
prior suggested reserve increases amounting to $5.2 million were required for
the marine cargo, contract surety and other property and casualty lines. These
increases were offset by savings of $3.1 million on 1994 and prior U.S. Customs
bonds reserve estimates.

Claims experience tends to be dependent upon the frequency of claims
versus the severity of individual claims. Severity exposures are the subject
of certain excess of loss

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reinsurance treaties as described above. Until recent Customs' automation,
obtaining reliable information on the frequency of claims was difficult and was
further compounded by the historically long delays in Customs' claims
assessment and processing. Currently, Customs forwards a computer tape of
outstanding bills for additional duty and liquidated damages to the Company on
a weekly basis. This data is input to the Company's computer and used to
initiate claims handling procedures.

The Company's bond and marine cargo losses are generally tied to the value
of the goods as of the date of shipment and generally are not adversely
affected by inflation; however, LAE is subject to the effects of inflation.
LAE is composed primarily of hourly fee costs for attorneys, adjusters and
survey firms. Such professional services typically are subject to rate
increases at the discretion of the provider. While the Company makes every
effort to control the rates and hours of service, it is imperative to retain
qualified personnel familiar with the business of the Company and the insurance
industry.

COMPETITION

The insurance industry is highly competitive. The Company faces
competition from bond underwriters, marine and non-marine insurers and numerous
other insurance companies. These insurers vary in terms of size, quality,
operating histories and financial, marketing and management resources. Many of
these competitors have substantially greater financial resources than the
Company.

The U.S. Customs bond business is highly specialized and requires
significant technical knowledge in order to properly underwrite and respond to
claims. Additionally, the automated processing systems which the U.S. Customs
Service has installed for its own use necessitate that surety companies also be
automated for claims. In addition to the ability to use the data tapes, and
data base information, the time frames available for collection and payment
have been shortened, requiring sureties to respond on a daily basis.

There are over 300 companies in the United States Department of the
Treasury's approved list of companies acceptable as sureties and reinsurers of
federal bonds including U.S. Customs bonds. While there is no reliable data
available from which to determine the amount or volume of U.S. Customs bonds
written by these companies, the Company believes that it and one of its
competitors, Washington International Insurance Company, are the dominant
underwriters for U.S. Customs bonds.

Many major insurance companies, agents and brokers compete for marine
cargo insurance business. The Company believes that its ability to compete in
this market is enhanced by its relationships with customs brokers and freight
forwarders.

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The Company has few competitors in the U.S. for its professional liability
product and believes that it has the largest professional liability program in
the U.S. offering this type of coverage. In Canada, alternative coverages are
marketed by competitors in conjunction with a broad form marine and liability
policy. The Company developed a new form, the International Transit Liability
Policy ("ITL"), to be more compatible to Canadian market expectations. The
Company believes that its ability to provide prompt, efficient service to
customs brokers and freight forwarders, as well as its expertise and
understanding of the risks involved in those industries, provide a competitive
advantage over other carriers in both its professional liability lines and its
property and casualty lines.

REGULATION

U.S. Federal Regulation. U.S. Customs bonds are sold pursuant to federal
regulations requiring virtually every importer of goods into the United States
to post a bond. IIC currently maintains a Certificate of Authority as a surety
company qualified to write U.S. Customs bonds pursuant to federal law and
applicable regulations promulgated by the U.S. Department of Treasury (the
"Treasury"). The Treasury determines the maximum amount of risk retention per
bond for each qualified insurance company. IIC is qualified to write U.S.
Customs bonds and retain an aggregate up to $2,237,000 of liability on any one
bond.

Although no specific statutory requirements exist, the Treasury generally
recommends no greater than a three to one ratio of net premiums written to
statutory surplus for sureties licensed to write U.S. Customs bonds. The
Company has met this guideline for the last five years.

Insurance companies issuing U.S. Customs bonds and customs brokers selling
such bonds are extensively regulated by the Treasury, including an annual
review of their financial statements. As a result of extensive federal
regulation, the Company believes that under the McCarran Ferguson Act, its U.S.
Customs bonds business is exempt from state regulation. No state has taken any
action to require the Company's compliance with its licensure requirements with
respect to its U.S. Customs bond business.

State Regulation. The Company and its U.S. insurance subsidiary is
subject to regulation under the various state insurance laws where the
subsidiary is licensed, including each particular state's insurance holding
company law ("Holding Company Law"). Such regulation is designed generally to
protect policyholders rather than investors and relates to such matters as the
standards of solvency which must be met and maintained; the licensing of
insurers and their agents; the nature of and examination of the affairs of
insurance companies, which includes periodic financial and market conduct
examinations by regulatory authorities; annual and other reports,

13
15

prepared on a statutory accounting basis, required to be filed on the financial
condition of insurers or for other purposes; establishment and maintenance
of reserves for unearned premiums and losses; and requirements regarding
numerous other matters. In general, the Company's insurance subsidiary must
file rates for insurance directly underwritten with the insurance department of
each state in which it operates. Further, state insurance statutes typically
place limitations on the amount of dividends or other distributions payable by
domiciled insurance companies in order to protect their solvency.

Holding Company Laws impose standards on certain transactions between
registered insurers and their affiliates, which include, among other things,
that the terms of the transactions be fair and reasonable and that the books,
accounts and records of each party be maintained so as to clearly and
accurately disclose the precise nature and details of the transactions.
Holding Company Laws also generally require that any person or entity desiring
to acquire more than a specified percentage (commonly 10%) of the Company's
outstanding voting securities is required first to obtain approval of the
applicable state insurance regulators.

The National Association of Insurance Commissioners (NAIC) facilitates the
regulation of multistate companies through uniform reporting requirements,
standardized procedures for financial examinations, and uniform regulatory
procedures embodied in model acts and regulations. Current developments
address the reporting and regulation of the adequacy of capital and surplus.
The NAIC has finalized its risk-based capital model act for property/casualty
companies. At December 31, 1995, Intercargo Insurance Company's required
risk-based capital was $4,472,879; reported capital and surplus was
$26,638,852.

INVESTMENT POLICY

The Company's investment policy requires that invested assets be comprised
of investment grade, fixed income securities of short to medium term. The
Company does not invest in real estate or real estate securities, "high yield"
bonds or derivatives. The Company's philosophy is to hold its investments to
maturity when feasible, but will redeploy assets when market conditions
dictate. Substantially all of the Company's investment portfolio is comprised
of investment grade securities issued by the U.S. federal government, various
state and local governments and major U.S. corporations.

EMPLOYEES

At December 31, 1995, the Company had 186 U.S.employees. Of these, 31
were managerial personnel and 155 were clerical employees. Except for 21
part-time employees, all such persons are employed on a full-time basis. The
Company believes that it enjoys favorable relations with its employees.

14
16

Item 2. Properties

The Company occupies leased space in Schaumburg, Illinois where its
principal executive offices are located. The Company shares its principal
executive offices with IAS. IAS has eleven individual leases in locations
where it maintains sales and service offices.

Item 3. Litigation

There are no pending material legal proceedings to which the Company or
its subsidiaries is a party or of which any of the properties of the Company or
its subsidiaries is subject, except for claims arising in the ordinary course
of business. In the ordinary course of business, the Company is involved in
certain litigation. In the opinion of management, the ultimate resolution of
such litigation will not have a material effect on the financial condition of
the Company.

Item 4. Submission of Matter to a Vote of Security Holders

None.

15
17

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The information regarding the Market for Registrant's Common Equity and
Related Stockholder Matters is included in the Registrant's 1995 Annual Report
to Stockholders under the heading "Management's Discussion and Analysis -
Market Information," which is incorporated herein by reference.

Item 6. Selected Financial Data

The Selected Financial Data are contained in the Registrant's 1995 Annual
Report to Stockholders under the heading "Selected Financial Data," which is
incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The Management's Discussion and Analysis of Financial Condition and
Results of Operations are contained in the Registrant's 1995 Annual Report to
Stockholders under the heading "Management's Discussion and Analysis," which is
incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements and related notes required in
response to this item are contained in the Registrant's 1995 Annual Report to
Stockholders, which financial statements and notes are incorporated herein by
reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

There has been no change in accountants within the 24 months prior to the
date of the consolidated financial statements contained in this report, nor any
disagreements with such accountants.

PART III

Item 10. Directors and Executive Officers of the Registrant

For information regarding Directors and Executive Officers of the
Registrant, reference is made to the Registrant's definitive proxy statement
for its annual meeting of stockholders to be held on May 17, 1996, which will
be filed with the Securities and Exchange Commission within 120 days after
December 31, 1995, which is incorporated herein by reference.

Item 11. Executive Compensation

For information regarding executive compensation, reference is made to the
Registrant's definitive proxy statement for its annual meeting of stockholders
to be held on May 17, 1996, which will be filed with the Securities and
Exchange Commission within 120 days after December 31, 1995, which is
incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

For information regarding security ownership of certain beneficial owners
and management, reference is made to the Registrant's definitive proxy
statement for its annual meeting of stockholders to be held on May 17, 1996,
which will be filed with the Securities and Exchange Commission within 120 days
after December 31, 1995, which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

For information regarding certain relationships and related transactions,
reference is made to the Registrant's definitive proxy statement for its annual
meeting of stockholders to be held on May 17, 1996, which will be filed with
the Securities and Exchange Commission within 120 days after December 31, 1995
which is incorporated herein by reference.

19
INTERCARGO 10-K
---------- ----

PART IV

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

(a)(1)For information concerning the following consolidated financial
statements of the Registrant, reference is made to the Registrant's 1995
Annual Report to Stockholders, which financial information is incorporated
herein by reference.

Consolidated Balance Sheets as of December 31, 1995 and 1994.

Consolidated Statements of Income for the Years Ended December 31, 1995,
1994 and 1993.

Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1995, 1994 and 1993.

Consolidated Statements of Cash Flows for the Years Ended December 31,
1995, 1994 and 1993.

Notes to Consolidated Financial Statements for each of the years in the
three year period ended December 31, 1995.

The following consolidated financial statements of Kingsway Financial
Services, Inc., the Company's Canadian subsidiary, are being filed
separately under cover of Form TH and will be filed electronically in
accordance with Rule 201(b) of Regulation S-T:

Independent Auditor's Report dated February 16, 1996.

Consolidated Balance Sheets as of December 31, 1995 and 1994.

Consolidated Statements of Operations and Retained Earnings for the years
ended December 31, 1995 and 1994.

Consolidated Statements of Changes in Financial Position for the years
ended December 31, 1995 and 1994.

Notes to Consolidated Financial Statements for the years ended December
31, 1995 and 1994.

Consolidated Balance Sheets as of December 31, 1994 and 1993.

Consolidated Statements of Operations and Retained Earnings for the years
ended December 31, 1994 and 1993.

Consolidated Statements of Changes in Financial Position for the years
ended December 31, 1994 and 1993.

Notes to Consolidated Financial Statements for the years ended December
31, 1994 and 1993.

(a)(2)The following consolidated financial statement schedules of the Company
listed below are contained in the index to Financial Statement Schedules
on page FS-1 herein:

Schedule I Summary of investments -- other than investments in related parties

Schedule II Condensed financial information of registrant

18
20

Schedule IV Reinsurance

Schedule VI Supplemental information concerning property/casualty operations

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended December 31,
1995

INTERCARGO CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

Page
----

Independent Auditors' Report FS-2

SCHEDULES
Summary of Investments-Other than Investments in Related
Parties (Schedule I) FS-3

Condensed Financial Information of Registrant (Schedule II) FS-4

Reinsurance (Schedule IV) FS-7

Supplemental Information Concerning Property/Casualty
Insurance Operations (Schedule VI) FS-8

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders of
Intercargo Corporation:

Under date of March 28, 1996, we reported on the consolidated balance
sheets of Intercargo Corporation and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three-year period ended December
31, 1995, as contained in the 1995 annual report to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 1995. In connection
with our audits of the aforementioned consolidated financial statements, we
also audited the related consolidated supplementary financial statement
schedules as listed in the accompanying index. These supplementary financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these supplementary financial
statement schedules based on our audits.

In our opinion, such supplementary financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly, in all material respects, the information set forth
therein.

As discussed in note 1 to the consolidated financial statements, the Company
changed its method of accounting for investments to adopt the provisions of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," at January 1, 1994.

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 28, 1996

FS-2

SCHEDULE I

INTERCARGO CORPORATION AND SUBSIDIARIES
SUMMARY OF INVESTMENTS--OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 1995
(dollars in thousands)

Amount at Which
Fair Shown in the
Type of Investment Cost (1) Value Balance Sheets
- ------------------ ---- ----- --------------

(Available for Sale)
Fixed Maturities:
U.S. Government and Agency
obligations $13,670 13,739 13,739

State, municipal, and other tax
advantaged securities 19,776 20,445 20,445
Corporate securities 9,545 9,812 9,812
Other fixed maturity investments 774 773 773
------- ------ ------
Total fixed maturities 43,765 44,769 44,769

Equity securities 3,618 3,474 3,474
------- ------ ------
Total investments $47,383 48,243 48,243
======= ====== ======

_______________________________

(1) Investments in fixed maturities are reflected at cost, adjusted for
amortization of premium or accretion of discounts.

See notes to consolidated financial statements.
See accompanying report of independent auditors.

FS-3

SCHEDULE II
INTERCARGO CORPORATION
CONDENSED BALANCE SHEETS (Registrant only)
(dollars in thousands)

December 31,
----------------
1995 1994
----------------

ASSETS
Investment in affiliates $11,898 -
Cash and cash equivalents 1,180 530
Equipment, at cost less accumulated depreciation 569 938
Investments in subsidiaries 29,476 35,385
Notes receivable
Due from affiliates 8,260 10,110
Due from non-affiliates 209 460
Other assets 1,988 1,250
------- -------

Total assets $53,580 48,673
======= =======

LIABILITIES
Accrued expenses and other liabilities $184 246
Federal income tax payable 40 51
Notes payable 9,735 8,325
Payable to affiliates - 130
------- -------

Total liabilities 9,959 8,752
------- -------

STOCKHOLDERS' EQUITY
Common stock -- $1 par value; authorized 20,000,000 shares;
issues and outstanding, 7,640,981 7,641 7,641
Additional paid-in capital 24,104 24,104
Unrealized loss on foreign currency translation (1,179) (2,002)
Net unrealized gain (loss) on available-for-sale securities 567 (1,546)
Retained earnings 12,488 11,724
------- -------

Total stockholders' equity 43,621 39,921
------- -------

Total liabilities and stockholders' equity $53,580 48,673
======= =======

See notes to consolidated financial statements.
See accompanying report of independent auditors.

FS-4

SCHEDULE II - Continued

INTERCARGO CORPORATION
CONDENSED STATEMENTS OF INCOME (Registrant only)
(in thousands)

December 31,
--------------------
995 1994 1993
------ ----- -----

Revenues
Revenues from affiliates $17 70 56
Net investment and other income 1,261 665 283
------ ----- -----
Total 1,278 735 339
------ ----- -----

Expenses
Interest expense 937 367 163
General and administrative expense 481 1,034 980
------ ----- -----

Total 1,418 1,401 1,143
------ ----- -----

Operating loss (140) (666) (804)

Federal income tax benefit 48 226 273

Equity in the operating earnings of subsidiaries,
net of income taxes 2,231 5,421 2,669
------ ----- -----

Net income $2,139 4,981 2,138
====== ===== =====

See notes to consolidated financial statements.
See accompanying report of independent auditors.

FS-5

SCHEDULE II - Continued
INTERCARGO CORPORATION
CONDENSED STATEMENTS OF CASH FLOW (Registrant only)
(in thousands)

December 31,
-------------------------
1995 1994 1993
-------------------------

Cash flows from operating activities:
Net income $2,139 4,981 2,138
Adjustments to reconcile net income to net cash
provided from operating activities:
Realized gains (241) - -
Equity of operating earnings of
subsidiaries, net of income tax (2,231) (5,421) (2,669)
Increase (decrease) in payable to affiliates (130) (934) 631
Depreciation and amortization 2 219 257
Change in income tax accounts (11) (173) 323
(Increase) decrease in notes receivable
Affiliates 1,850 (1,505) (8,605)
Non-affiliates 251 382 (199)
Increase (decrease) in accrued expenses and other liabilities (62) 154 (264)
Other, net (676) (422) (580)
------- ------- -------

Net cash provided from (used in) operating activities 891 (2,719) (8,968)
------- ------- -------

Cash flows from investing activities:
Long-term fixed maturities:
Purchases - - (457)
Sales - 796 404
Equity securities:
Sales - 347 457
Net (purchases) sales of short-term maturities - 2,993 (2,968)
Dividends received from subsidiary 250 - 2,007
Contribution of capital to subsidiary (5,000) (3,600) -
Sale of Kingsway common stock 4,107 - (35)
(Purchase) Sale of equipment, net 367 (458) (51)
------- ------- -------
Net cash provided from (used in) investing activities (276) 78 (643)
------- ------- -------

Cash flows from (used in) financing activities:
Proceeds from stock offering - - 6,375
Proceeds from exercise of stock equivalents - 50 359
Dividends paid to stockholders (1,375) (1,375) (1,141)
Proceeds from loans 1,410 325 8,000
------- ------- -------
Net cash provided from (used in) financing activities 35 (1,000) 13,593
------- ------- -------

Net increase(decrease) in cash and cash equivalents 650 (3,641) 3,982
Cash and cash equivalents:
Beginning of the period 530 4,171 189
------- ------- -------
End of the period $1,180 530 4,171
======= ======= =======

See notes to consolidated financial statements.
See accompanying report of independent auditors.

FS-6

SCHEDULE IV

INTERCARGO CORPORATION AND SUBSIDIARIES
REINSURANCE
(dollars in thousands)

Column A Column B Column C Column D Column E Column F
- --------------------------------------------------------------------------------------
Percentage
Ceded to Assumed of amount
Gross other from other Net assumed to
amount companies companies amount net
- --------------------------------------------------------------------------------------

Property and liability premiums

Year ended:
December 31, 1995 $98,460 $13,594 $1,288 $86,154 1.49%
December 31, 1994 86,216 11,565 146 74,797 .20%
December 31, 1993 54,924 9,722 291 45,493 .64%

See accompanying report of independent auditors.

FS-7

SCHEDULE VI

INTERCARGO CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
(dollars in thousands)

Column A Column B Column C Column D Column E Column F Column G Column H
- -------------------------------------------------------------------------------------------------------------------
Claims and Claim
Adjustment Expenses
Reserves for Incurred Related to
Deferred Unpaid Claims Discount, -------------------
Policy and Claim if any, Net (1) (2)
Affiliation with Acquisition Adjustment Deducted in Unearned Earned Investment Current Prior
Registrant Costs Expenses Column C Premiums Premiums Income Year Year
- -------------------------------------------------------------------------------------------------------------------

Consolidated property-
casualty entities

Year ended:
December 31, 1995 $4,898 $36,293 -- $17,691 $86,154 $6,273 $45,642 $6,104
December 31, 1994 6,602 38,836 -- 31,586 74,797 4,378 39,462 2,137
December 31, 1993 5,215 29,696 -- 26,470 45,493 3,990 19,326 1,788

Column A Column I Column J Column K
- ----------------------------------------------------------------------------
Amortization Paid Claims
of Deferred and Claim
Affiliation with Policy Acq. Adjustment Premiums
Registrant Costs Expenses Written
- ----------------------------------------------------------------------------

Consolidated property-
casualty entities

Year ended:
December 31, 1995 $22,829 $37,696 $90,804
December 31, 1994 18,511 32,882 80,737
December 31, 1993 14,336 20,710 55,006

See accompanying report of independent auditors.

FS-8

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: March 30, 1996

INTERCARGO CORPORATION

By: /s/ James R. Zuhlke
------------------------------
James R. Zuhlke, President and
Chief Executive Officer

Signature Date
-------------------------------------- --------------

/s/ James R. Zuhlke March 30, 1996
--------------------------------------
James R. Zuhlke
Chairman of the Board; President,
Chief Executive Officer and a Director
(Principal Executive Officer)

/s/ Michael L. Sklar March 30, 1996
--------------------------------------
Michael L. Sklar
Director

/s/ Arthur J. Fritz, Jr. March 30, 1996
--------------------------------------
Arthur J. Fritz, Jr.
Director

/s/ Arthur L. Litman March 30, 1996
--------------------------------------
Arthur L. Litman
Director

/s/ Kenneth A. Bodenstein March 30, 1996
--------------------------------------
Kenneth A. Bodenstein
Director

/s/ Albert J. Gallegos March 30, 1996
--------------------------------------
Albert J. Gallegos
Director

/s/ Robert B. Sanborn March 30, 1996
--------------------------------------
Robert B. Sanborn
Director

/s/ Lawrence P. Goecking March 30, 1996
--------------------------------------
Lawrence P. Goecking
Chief Financial Officer
(Principal Financial and Accounting
Officer)

EXHIBIT INDEX
Description
-----------

Exhibit
Number
- -------

3.1 Certificate of Incorporation of the Company, including amendments
thereto.(1)

3.2 Bylaws of the Company, including amendments thereto.(1)

4 Specimen Certificate of Common Stock.(2)

10.1 Form of Company's 1987 Non-Qualified and Incentive Stock Option Plan.(1)

*10.2 Executive Incentive Compensation Plan.(3)

10.3 Secured Loan Agreement between the Company and LaSalle National Bank dated June 4,
1993(4).

10.4 First Amendment dated January 1, 1995, to Secured Loan Agreement between the Company
and LaSalle National Bank dated June 4, 1993.(5)

10.5 Revolving Note dated June 4, 1993, executed by the Company in favor of LaSalle
National Bank.(4)

*10.6 Indemnification Agreements between the Company and the following directors: Kenneth A.
Bodenstein, John H. Robinson, Arthur L. Litman, Arthur J. Fritz, Jr., Albert J.
Gallegos and James R. Zuhlke.(3)

*10.7 Supplemental Life Insurance Policy for James R. Zuhlke.(3)

*10.8 Employment Agreement dated August 25, 1993, between the Company and Robert S. Kielbas.
(4)

*10.9 Employment Agreement dated January 1, 1994 between the Company and Lawrence P.
Goecking.(5)

*10.10 Supplemental Life Insurance Policy for Robert S. Kielbas.(5)

*10.11 Indemnification Agreement dated February 18, 1994 between the Company and Robert B.
Sanborn.(5)

*10.12 Indemnification Agreement dated December 1, 1993 between the Company and Lawrence P.
Goecking.(5)
11 Statement regarding Computation of Per Share Earnings. (filed herewith)
12 Statement regarding Computation of Ratios. (filed herewith)
13 Portions 1995 Annual Report to Stockholders incorporated by reference. (filed herewith)
21 Subsidiaries of the Company. (filed herewith)
23 Consent of Independent Auditors. (filed herewith)
27 Financial Data Schedule. (filed herewith)
28 Information from reports furnished to State Insurance regulatory P
authorities (filed separately in paper format). The Company's
Canadian subsidiaries are not required to file Schedules O and
P with the Ontario Insurance Commissioner. Accordingly, no
such schedules have been filed herewith.

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

(1) Filed with the Company's Registration Statement on Form S-18,
Registration No. 33-21270C and incorporated herein by reference.

(2) Filed with Amendment No. 1 to the Company's Registration Statement on
Form S-18, Registration No. 33-21270C and incorporated herein by
reference.

(3) Filed with the Company's Registration Statement on Form S-2, Registration
No. 33-45658 and incorporated herein by reference.

(4) Filed with the Company's Form 10-K for the year ended December 31, 1993
and incorporated herein by reference.

(5) Filed with the Company's Form 10-K for the year ended December 31, 1994,
and incorporated herein by reference.

*Management contract or compensatory plan required to be filed as an exhibit
to this Annual Report on Form 10-K pursuant to Item 14(c) of Form 10-K.