<PAGE>

      As filed with the Securities and Exchange Commission on June 4, 1999
                                                      Registration No.
                                                                       ---------
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                              SCPIE HOLDINGS INC.
            (Exact name of registrant as specified in its charter)

            Delaware                                     95-4557980
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                    Identification No.)

                                ---------------
                             1888 Century Park East
                         Los Angeles, California 90067
                                 (310) 551-5900
   (Address of principal executive offices, including zip code, and telephone
                                    number)

 The 1999 Director and Senior Management Stock Purchase Plan of SCPIE Holdings
                                     Inc.

                           (Full title of the plans)

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

                                                            Copies to:
                  DONALD J. ZUK                        DONALD P. NEWELL, ESQ.
                  President and                          Latham & Watkins
             Chief Executive Officer                      701 "B" Street
               SCPIE Holdings Inc.                  San Diego, California 92101
              1888 Century Park East                      (619) 236-1234
          Los Angeles, California 90067
                  (310) 551-5900
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
                                         Amount         Proposed Maximum     Proposed Maximum     Amount of
    Title of Securities                   to be          Offering Price     Aggregate Offering   Registration
     to be Registered                  Registered          Per Share              Price              Fee
-------------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>                 <C>                  <C>
Common Stock, $.0001 par value         150,000 (1)         $27.9375             $4,190,625          $1,165
=============================================================================================================
</TABLE>

(1) A maximum of 150,000 shares of Common Stock were reserved for issuance under
    The 1999 Director and Senior Management Stock Purchase Plan of SCPIE
    Holdings Inc. (the "Plan").  All shares reserved for issuance under the Plan
    are being registered hereunder.   Certain preferred share purchase rights
    attach to each share of Common Stock, pursuant to that certain Rights
    Agreement, dated May 13, 1997, filed as an exhibit to the registrant's
    Registration Statement on Form 8-A, dated May 22, 1997.

================================================================================
<PAGE>

                                 Part I

Item 1.  Plan Information.

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with this Registration Statement.


                                 Part II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by SCPIE Holdings Inc., a Delaware corporation
(the "Company"), are hereby incorporated by reference in this Registration
Statement:

         (a)  The Annual Report on Form 10-K filed pursuant to the Securities
              Exchange Act of 1934, as amended (the "Exchange Act") on March 31,
              1999 (the "Annual Report on Form 10-K");

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange Act since the effective date of the Annual Report on Form
              10-K; and

         (c)  The description of the Company's common stock, par value $.0001
              per share (the "Common Stock"), contained in the Registration
              Statement on Form 8-A, filed with the Commission on November 13,
              1996, and any amendments or updates thereto.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission 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 shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of it
from the respective dates of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

                                       2
<PAGE>

Item 5.   Interests of Named Experts and Counsel.

          The Company has employed in the past, and intends to employ in the
future, the law firm of Latham & Watkins, to perform legal services. Donald P.
Newell, a director of the Company, is a partner of Latham & Watkins.

Item 6.   Indemnification of Directors and Officers.

          Article Seventh of the Amended and Restated Certificate of
Incorporation of the Company (the "Company Certificate") and Article V and VI of
the Amended and Restated Bylaws of the Company (the "Company Bylaws," with
Article Seventh of the Company Certificate and Article V and VI of the Company
Bylaws hereinafter referred to as the "Director Liability and Indemnification
Provisions") limit the personal liability of the Company's directors to the
Company or its stockholders for monetary damages for breach of fiduciary duty.

          The Director Liability and Indemnification Provisions define and
clarify the rights of certain individuals, including the Company's directors and
officers, to indemnification by the Company in the event of personal liability
or expenses incurred by them as a result of certain litigation against them.
Such provisions are consistent with Section 102(b)(7) of the General Corporation
Law of the State of Delaware (the "DGCL"), which is designed, among other
things, to encourage qualified individuals to serve as directors of Delaware
corporations by permitting Delaware corporations to include in their articles or
certificates of incorporation a provision limiting or eliminating directors'
liability for monetary damages and with other existing DGCL provisions
permitting indemnification of certain individuals, including directors and
officers. The limitations of liability in the Director Liability and
Indemnification Provisions may not affect claims arising under the federal
securities laws.

          In performing their duties, directors of a Delaware corporation are
obligated as fiduciaries to exercise their business judgment and act in what
they reasonably determine in good faith, after appropriate consideration, to be
the best interests of the corporation and its stockholders. Decisions made on
that basis are protected by the "business judgment rule." The business judgment
rule is designed to protect directors from personal liability to the corporation
or its stockholders when business decisions are subsequently challenged.
However, the expense of defending lawsuits, the frequency with which unwarranted
litigation is brought against directors and the inevitable uncertainties with
respect to the outcome of applying the business judgment rule to particular
facts and circumstances mean that, as a practical matter, directors and officers
of a corporation rely on indemnity from, and insurance procured by, the
corporation they serve as a financial backstop in the event of such expenses or
unforeseen liability. The Delaware legislature has recognized that adequate
insurance and indemnity provisions are often a condition of an individual's
willingness to serve as director of a Delaware corporation. The DGCL has for
some time specifically permitted corporations to provide indemnity and procure
insurance for its directors and officers.

          Set forth below is a description of the Director Liability and
Indemnification Provisions. Such description is intended as a summary only and
is qualified in its entirety by reference to the Company Certificate and the
Company Bylaws.

          Elimination of Liability in Certain Circumstances. Article Seventh of
the Company Certificate provides that a director is not liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability is not permitted
under the General Corporation Law of the State of Delaware. Article Seventh
further

                                       3
<PAGE>

provides that any repeal or modification of said Article Seventh shall not
adversely affect any right or protection of a director existing under Article
Seventh with respect to any act or omission occurring prior to such repeal or
modification.

          Indemnification and Insurance. Article V and VI of the Company Bylaws
provide that every person who was or is a party or is or was threatened to be
made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer or employee or agent of the Company or, while a director
or officer or employee or agent of the Company, is or was serving at the request
of the Company as a director or officer or employee or agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, will be indemnified by the Company against expenses (including
counsel fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him/her in connection with such action, suit or
proceeding to the full extent permitted by applicable law. The Company is
required to indemnify a person in connection with a proceeding (or part thereof)
initiated by such person only if the proceeding (or part thereof) was authorized
by the Board of Directors of the Company. Article V also provides that the right
of indemnification shall not be deemed exclusive of any other rights to which
such director or officer may be entitled under the Bylaws or any agreement, vote
of stockholders, or otherwise.

          The Company has obtained policies of insurance under which its
directors and officers are insured against certain expenses in connection with
the defense of, and certain liabilities which might be imposed as a result of,
actions, suits or proceedings to which they are parties by reason of being or
having been such directors or officers.

          In addition to the Director Liability and Indemnification Provisions,
an indemnification agreement ("Indemnification Agreement") has been executed
between the Company and each of the Company's directors. The following
description of the Indemnification Agreement is intended as a summary only and
is qualified in its entirety by reference to a form of this agreement filed as
an exhibit to the Company's Amendment No. 1 to Registration Statement on Form S-
4, filed with the Commission on August 8, 1996.

          The Indemnification Agreement provides that the Company will indemnify
the indemnitee director, his executors, administrators or assigns for any
expenses including, without limitation, damages, judgments, fines, penalties,
settlements and costs, attorneys' fees and disbursements and costs of attachment
or similar bonds, investigations, and any expenses of establishing a right to
indemnification under the Indemnification Agreement, which the indemnitee
director is or becomes legally obligated to pay in connection with any
threatened, pending or completed claim, action, suit or proceeding, by reason of
the fact that he is or was a director or officer of the Company or, while a
director or officer of the Company, is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise. The Indemnification
Agreement does not diminish or restrict any right to indemnification under the
Director Liability and Indemnification Provisions or under law.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

                                       4
<PAGE>

Item 8.   Exhibits.

          See Exhibit Index on page 9 hereof.

Item 9.   Undertakings.

          (a) The undersigned Company hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

                   (i)   To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");

                   (ii)  To reflect in the prospectus any facts or events
          arising after the effective date of this Registration Statement (or
          the most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement. Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          Registration Statement;

                   (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
--------  -------
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

              (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities

                                       5
<PAGE>

offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       6
<PAGE>

                                 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 Los Angeles, State of California, on June 4, 1999.

                                 SCPIE HOLDINGS INC.,



                                 By   /s/ Donald J. Zuk
                                   ----------------------------------------
                                      Donald J. Zuk
                                      President and Chief Executive Officer


                               POWER OF ATTORNEY

          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.  Each person whose signature appears
below authorizes Donald J. Zuk and Patrick T. Lo, and either of them, with full
power of substitution and resubstitution, his/her true and lawful attorneys-in-
fact, for him/her in any and all capacities, to sign any amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Commission.

<TABLE>
<CAPTION>
              Signature                                    Title                               Date
              ---------                                    -----                               ----
<S>                                           <C>                                          <C>
                                                       President and
                                                  Chief Executive Officer
        /s/ Donald J. Zuk                      (Principal Executive Officer)               June 4, 1999
-------------------------------------
            Donald J. Zuk

                                                   Senior Vice President,
                                                  Chief Financial Officer
                                                and Chief Accounting Officer
                                              (Principal Financial Officer and
          /s/ Patrick T. Lo                    Principal Accounting Officer)               June 4, 1999
-------------------------------------
            Patrick T. Lo

                                                   Chairman of the Board
       /s/ Mitchell S. Karlan                           and Director                       June 4, 1999
-------------------------------------
       Mitchell S. Karlan, M.D.

        /s/ Wendell L. Moseley                            Director                         June 4, 1999
-------------------------------------
       Wendell L. Moseley, M.D.

         /s/ Allan K. Briney                              Director                         June 4, 1999
-------------------------------------
        Allan K. Briney, M.D.
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>                                                       <C>                              <C>
         /s/ Willis T. King                               Director                         June 4, 1999
-------------------------------------
         Willis T. King, Jr.

       /s/ Charles B. McElwee                             Director                         June 4, 1999
-------------------------------------
      Charles B. McElwee, M.D.

        /s/ Donald P. Newell                              Director                         June 4, 1999
-------------------------------------
          Donald P. Newell

        /s/ Harriet M. Opfell                             Director                         June 4, 1999
-------------------------------------
       Harriet M. Opfell, M.D.

        /s/ William A. Renert                             Director                         June 4, 1999
-------------------------------------
       William A. Renert, M.D.

       /s/ Reinhold A. Ullrich                            Director                         June 4, 1999
-------------------------------------
      Reinhold A. Ullrich, M.D.
</TABLE>

                                       8
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT
-------
4.1       The 1999 Director and Senior Management Stock Purchase Plan of SCPIE
          Holdings Inc. (the "Plan").
5.1       Opinion of Latham & Watkins.
23.1      Consent of Ernst & Young LLP.
23.2      Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1      Power of Attorney (included on signature page hereto).

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23218}]
{"company-data": {"conformed-name": "SCPIE HOLDINGS INC", "cik": "0001013609", "assigned-sic": "6399", "irs-number": "954557980", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79965", "film-number": "99640467"}, "business-address": {"street1": "9441 WEST OLYMPIC BLVD", "street2": "P O BOX 4015", "city": "BEVERLY HILLS", "state": "CA", "zip": "90213", "phone": "3105515900"}}
As filed with the Securities and Exchange Commission on June 4, 1999
                                                      Registration No.
                                                                       ---------
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                              SCPIE HOLDINGS INC.
            (Exact name of registrant as specified in its charter)

            Delaware                                     95-4557980
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                    Identification No.)

                                ---------------
                             1888 Century Park East
                         Los Angeles, California 90067
                                 (310) 551-5900
   (Address of principal executive offices, including zip code, and telephone
                                    number)

 The 1999 Director and Senior Management Stock Purchase Plan of SCPIE Holdings
                                     Inc.

                           (Full title of the plans)

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

                                                            Copies to:
                  DONALD J. ZUK                        DONALD P. NEWELL, ESQ.
                  President and                          Latham & Watkins
             Chief Executive Officer                      701 "B" Street
               SCPIE Holdings Inc.                  San Diego, California 92101
              1888 Century Park East                      (619) 236-1234
          Los Angeles, California 90067
                  (310) 551-5900
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                         Amount         Proposed Maximum     Proposed Maximum     Amount of
    Title of Securities                   to be          Offering Price     Aggregate Offering   Registration
     to be Registered                  Registered          Per Share              Price              Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par value         150,000 (1)         $27.9375             $4,190,625          $1,165
=============================================================================================================
(1) A maximum of 150,000 shares of Common Stock were reserved for issuance under
    The 1999 Director and Senior Management Stock Purchase Plan of SCPIE
    Holdings Inc. (the "Plan").  All shares reserved for issuance under the Plan
    are being registered hereunder.   Certain preferred share purchase rights
    attach to each share of Common Stock, pursuant to that certain Rights
    Agreement, dated May 13, 1997, filed as an exhibit to the registrant's
    Registration Statement on Form 8-A, dated May 22, 1997.

================================================================================
Part I

Item 1.  Plan Information.

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with this Registration Statement.

                                 Part II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by SCPIE Holdings Inc., a Delaware corporation
(the "Company"), are hereby incorporated by reference in this Registration
Statement:

         (a)  The Annual Report on Form 10-K filed pursuant to the Securities
              Exchange Act of 1934, as amended (the "Exchange Act") on March 31,
              1999 (the "Annual Report on Form 10-K");

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange Act since the effective date of the Annual Report on Form
              10-K; and

         (c)  The description of the Company's common stock, par value $.0001
              per share (the "Common Stock"), contained in the Registration
              Statement on Form 8-A, filed with the Commission on November 13,
              1996, and any amendments or updates thereto.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission 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 shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of it
from the respective dates of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

                                       2
Item 5.   Interests of Named Experts and Counsel.

          The Company has employed in the past, and intends to employ in the
future, the law firm of Latham & Watkins, to perform legal services. Donald P.
Newell, a director of the Company, is a partner of Latham & Watkins.

Item 6.   Indemnification of Directors and Officers.

          Article Seventh of the Amended and Restated Certificate of
Incorporation of the Company (the "Company Certificate") and Article V and VI of
the Amended and Restated Bylaws of the Company (the "Company Bylaws," with
Article Seventh of the Company Certificate and Article V and VI of the Company
Bylaws hereinafter referred to as the "Director Liability and Indemnification
Provisions") limit the personal liability of the Company's directors to the
Company or its stockholders for monetary damages for breach of fiduciary duty.

          The Director Liability and Indemnification Provisions define and
clarify the rights of certain individuals, including the Company's directors and
officers, to indemnification by the Company in the event of personal liability
or expenses incurred by them as a result of certain litigation against them.
Such provisions are consistent with Section 102(b)(7) of the General Corporation
Law of the State of Delaware (the "DGCL"), which is designed, among other
things, to encourage qualified individuals to serve as directors of Delaware
corporations by permitting Delaware corporations to include in their articles or
certificates of incorporation a provision limiting or eliminating directors'
liability for monetary damages and with other existing DGCL provisions
permitting indemnification of certain individuals, including directors and
officers. The limitations of liability in the Director Liability and
Indemnification Provisions may not affect claims arising under the federal
securities laws.

          In performing their duties, directors of a Delaware corporation are
obligated as fiduciaries to exercise their business judgment and act in what
they reasonably determine in good faith, after appropriate consideration, to be
the best interests of the corporation and its stockholders. Decisions made on
that basis are protected by the "business judgment rule." The business judgment
rule is designed to protect directors from personal liability to the corporation
or its stockholders when business decisions are subsequently challenged.
However, the expense of defending lawsuits, the frequency with which unwarranted
litigation is brought against directors and the inevitable uncertainties with
respect to the outcome of applying the business judgment rule to particular
facts and circumstances mean that, as a practical matter, directors and officers
of a corporation rely on indemnity from, and insurance procured by, the
corporation they serve as a financial backstop in the event of such expenses or
unforeseen liability. The Delaware legislature has recognized that adequate
insurance and indemnity provisions are often a condition of an individual's
willingness to serve as director of a Delaware corporation. The DGCL has for
some time specifically permitted corporations to provide indemnity and procure
insurance for its directors and officers.

          Set forth below is a description of the Director Liability and
Indemnification Provisions. Such description is intended as a summary only and
is qualified in its entirety by reference to the Company Certificate and the
Company Bylaws.

          Elimination of Liability in Certain Circumstances. Article Seventh of
the Company Certificate provides that a director is not liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability is not permitted
under the General Corporation Law of the State of Delaware. Article Seventh
further

                                       3
provides that any repeal or modification of said Article Seventh shall not
adversely affect any right or protection of a director existing under Article
Seventh with respect to any act or omission occurring prior to such repeal or
modification.

          Indemnification and Insurance. Article V and VI of the Company Bylaws
provide that every person who was or is a party or is or was threatened to be
made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer or employee or agent of the Company or, while a director
or officer or employee or agent of the Company, is or was serving at the request
of the Company as a director or officer or employee or agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, will be indemnified by the Company against expenses (including
counsel fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him/her in connection with such action, suit or
proceeding to the full extent permitted by applicable law. The Company is
required to indemnify a person in connection with a proceeding (or part thereof)
initiated by such person only if the proceeding (or part thereof) was authorized
by the Board of Directors of the Company. Article V also provides that the right
of indemnification shall not be deemed exclusive of any other rights to which
such director or officer may be entitled under the Bylaws or any agreement, vote
of stockholders, or otherwise.

          The Company has obtained policies of insurance under which its
directors and officers are insured against certain expenses in connection with
the defense of, and certain liabilities which might be imposed as a result of,
actions, suits or proceedings to which they are parties by reason of being or
having been such directors or officers.

          In addition to the Director Liability and Indemnification Provisions,
an indemnification agreement ("Indemnification Agreement") has been executed
between the Company and each of the Company's directors. The following
description of the Indemnification Agreement is intended as a summary only and
is qualified in its entirety by reference to a form of this agreement filed as
an exhibit to the Company's Amendment No. 1 to Registration Statement on Form S-
4, filed with the Commission on August 8, 1996.

          The Indemnification Agreement provides that the Company will indemnify
the indemnitee director, his executors, administrators or assigns for any
expenses including, without limitation, damages, judgments, fines, penalties,
settlements and costs, attorneys' fees and disbursements and costs of attachment
or similar bonds, investigations, and any expenses of establishing a right to
indemnification under the Indemnification Agreement, which the indemnitee
director is or becomes legally obligated to pay in connection with any
threatened, pending or completed claim, action, suit or proceeding, by reason of
the fact that he is or was a director or officer of the Company or, while a
director or officer of the Company, is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise. The Indemnification
Agreement does not diminish or restrict any right to indemnification under the
Director Liability and Indemnification Provisions or under law.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

                                       4
Item 8.   Exhibits.

          See Exhibit Index on page 9 hereof.

Item 9.   Undertakings.

          (a) The undersigned Company hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

                   (i)   To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");

                   (ii)  To reflect in the prospectus any facts or events
          arising after the effective date of this Registration Statement (or
          the most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement. Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          Registration Statement;

                   (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
--------  -------
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

              (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities

                                       5
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       6
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 Los Angeles, State of California, on June 4, 1999.

                                 SCPIE HOLDINGS INC.,

                                 By   /s/ Donald J. Zuk
                                   ----------------------------------------
                                      Donald J. Zuk
                                      President and Chief Executive Officer

                               POWER OF ATTORNEY

          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.  Each person whose signature appears
below authorizes Donald J. Zuk and Patrick T. Lo, and either of them, with full
power of substitution and resubstitution, his/her true and lawful attorneys-in-
fact, for him/her in any and all capacities, to sign any amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Commission.
Signature                                    Title                               Date
              ---------                                    -----                               ----
President and
                                                  Chief Executive Officer
        /s/ Donald J. Zuk                      (Principal Executive Officer)               June 4, 1999
-------------------------------------
            Donald J. Zuk

                                                   Senior Vice President,
                                                  Chief Financial Officer
                                                and Chief Accounting Officer
                                              (Principal Financial Officer and
          /s/ Patrick T. Lo                    Principal Accounting Officer)               June 4, 1999
-------------------------------------
            Patrick T. Lo

                                                   Chairman of the Board
       /s/ Mitchell S. Karlan                           and Director                       June 4, 1999
-------------------------------------
       Mitchell S. Karlan, M.D.

        /s/ Wendell L. Moseley                            Director                         June 4, 1999
-------------------------------------
       Wendell L. Moseley, M.D.

         /s/ Allan K. Briney                              Director                         June 4, 1999
-------------------------------------
        Allan K. Briney, M.D.
7
/s/ Willis T. King                               Director                         June 4, 1999
-------------------------------------
         Willis T. King, Jr.

       /s/ Charles B. McElwee                             Director                         June 4, 1999
-------------------------------------
      Charles B. McElwee, M.D.

        /s/ Donald P. Newell                              Director                         June 4, 1999
-------------------------------------
          Donald P. Newell

        /s/ Harriet M. Opfell                             Director                         June 4, 1999
-------------------------------------
       Harriet M. Opfell, M.D.

        /s/ William A. Renert                             Director                         June 4, 1999
-------------------------------------
       William A. Renert, M.D.

       /s/ Reinhold A. Ullrich                            Director                         June 4, 1999
-------------------------------------
      Reinhold A. Ullrich, M.D.
8
EXHIBIT INDEX

EXHIBIT
-------
4.1       The 1999 Director and Senior Management Stock Purchase Plan of SCPIE
          Holdings Inc. (the "Plan").
5.1       Opinion of Latham & Watkins.
23.1      Consent of Ernst & Young LLP.
23.2      Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1      Power of Attorney (included on signature page hereto).

                                       9