SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC. 20549





                                    FORM 8-K

                                 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,  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,  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 January 27, 1999 is filed as Exhibit A to this 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:   January 27, 1999

                                      STONEVILLE INSURANCE COMPANY



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