SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 17, 1997
                              --------------------



                                AVEMCO Corporation
                             -----------------------
             (Exact name of registrant as specified in its charter)



       Delaware                      1-6271                 52-0733935
       --------                      ------                 ----------
(State of Incorporation)    (Commission File Number)      (IRS Employer 
                                                       Identification No.)




                           Frederick Municipal Airport
                                411 Aviation Way
                            Frederick, Maryland21701
                            ------------------------
               (Address of principal executive offices) (Zip Code)



                                 (301) 694-5700
                                 --------------
                         (Registrant's telephone number)


<PAGE>

     On January  17,  1997,  AVEMCO  Corporation  ("AVEMCO")  and HHC  Insurance
Holdings,  Inc.  ("HCCH")  jointly  announced  that they had  signed a Letter of
Intent  to  merge  AVEMCO  with  a   wholly-owned   subsidiary   of  HCCH  in  a
stock-for-stock transaction.  Pursuant to the Letter of Intent, each outstanding
share of AVEMCO  common  stock would be  exchanged  for one share of HCCH common
stock. The transaction is intended to be accounted for as a pooling of interests
and to be a nontaxable exchange to AVEMCO's shareholders.
        
     As of December 31, 1996, AVEMCO had 8,264,070 shares issued and outstanding
and HCCH had 35,850,832 shares issued and outstanding.

     The  combination  is subject to various  conditions,  including the parties
entering into a mutually acceptable  definitive  agreement,  receipt of required
regulatory approvals,  approval of the transaction by the shareholders of AVEMCO
and HCCH, and satisfactory performance of due diligence by each party.

     Under the terms of the Letter of Intent,  if  AVEMCO's  Board of  Directors
receives another offer which it believes to be superior to the terms of the HCCH
proposal,  AVEMCO may terminate the Letter of Intent and, in such event,  AVEMCO
will be obligated to pay HCCH a termination  fee equal to  $7,500,000,  plus its
reasonable  out-of-pocket  expenses.  AVEMCO has agreed that it will not solicit
other offers to acquire AVEMCO during the term of the Letter of Intent,  and has
agreed not to provide  information  to other  parties  during  such term  unless
required  in the  exercise  of  applicable  fiduciary  duties.  AVEMCO  also may
terminate the proposed  transaction  if the closing price of HCCH's common stock
is below $23.00 for a ten consecutive  day period.  Each party may terminate the
Letter of Intent if a definitive agreement is not executed by March 15, 1997.


                                       1
<PAGE>

                                   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 thereunto duly authorized.


Date:  January 22, 1997              AVEMCO Corporation




                                     By:  /s/ William P. Condon
                                          --------------------------------
                                          Title:  Chairman of the Board
                                                  and Chief Executive Officer
 


















                                       2

<PAGE>
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 3999}]
{"company-data": {"conformed-name": "AVEMCO CORP", "cik": "0000008802", "assigned-sic": "6331", "irs-number": "520733935", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06271", "film-number": "97509071"}, "business-address": {"street1": "411 AVIATION WAY", "city": "FREDERICK", "state": "MD", "zip": "21701", "phone": "3016945700"}, "mail-address": {"street1": "411 AVIATION WAY", "city": "FREDERICK", "state": "MD", "zip": "21701"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 17, 1997
                              --------------------

                                AVEMCO Corporation
                             -----------------------
             (Exact name of registrant as specified in its charter)

       Delaware                      1-6271                 52-0733935
       --------                      ------                 ----------
(State of Incorporation)    (Commission File Number)      (IRS Employer 
                                                       Identification No.)

                           Frederick Municipal Airport
                                411 Aviation Way
                            Frederick, Maryland21701
                            ------------------------
               (Address of principal executive offices) (Zip Code)

                                 (301) 694-5700
                                 --------------
                         (Registrant's telephone number)
On January  17,  1997,  AVEMCO  Corporation  ("AVEMCO")  and HHC  Insurance
Holdings,  Inc.  ("HCCH")  jointly  announced  that they had  signed a Letter of
Intent  to  merge  AVEMCO  with  a   wholly-owned   subsidiary   of  HCCH  in  a
stock-for-stock transaction.  Pursuant to the Letter of Intent, each outstanding
share of AVEMCO  common  stock would be  exchanged  for one share of HCCH common
stock. The transaction is intended to be accounted for as a pooling of interests
and to be a nontaxable exchange to AVEMCO's shareholders.
        
     As of December 31, 1996, AVEMCO had 8,264,070 shares issued and outstanding
and HCCH had 35,850,832 shares issued and outstanding.

     The  combination  is subject to various  conditions,  including the parties
entering into a mutually acceptable  definitive  agreement,  receipt of required
regulatory approvals,  approval of the transaction by the shareholders of AVEMCO
and HCCH, and satisfactory performance of due diligence by each party.

     Under the terms of the Letter of Intent,  if  AVEMCO's  Board of  Directors
receives another offer which it believes to be superior to the terms of the HCCH
proposal,  AVEMCO may terminate the Letter of Intent and, in such event,  AVEMCO
will be obligated to pay HCCH a termination  fee equal to  $7,500,000,  plus its
reasonable  out-of-pocket  expenses.  AVEMCO has agreed that it will not solicit
other offers to acquire AVEMCO during the term of the Letter of Intent,  and has
agreed not to provide  information  to other  parties  during  such term  unless
required  in the  exercise  of  applicable  fiduciary  duties.  AVEMCO  also may
terminate the proposed  transaction  if the closing price of HCCH's common stock
is below $23.00 for a ten consecutive  day period.  Each party may terminate the
Letter of Intent if a definitive agreement is not executed by March 15, 1997.

                                       1
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 thereunto duly authorized.

Date:  January 22, 1997              AVEMCO Corporation

                                     By:  /s/ William P. Condon
                                          --------------------------------
                                          Title:  Chairman of the Board
                                                  and Chief Executive Officer
 

                                       2