As filed with the Securities and Exchange Commission on March 25, 1998.
                                                  Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         PENNCORP FINANCIAL GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)


             Delaware                                13-3543540
   (State or Other Jurisdiction                   (I.R.S. Employer
 of Incorporation or Organization)               Identification No.)

  590 Madison Avenue, 38th Floor              SCOTT D. SILVERMAN, ESQ.
     New York, New York  10022                 Senior Vice President,
 (Address, Including Zip Code, of          General Counsel and Secretary
 Registrant's Principal Executive         PennCorp Financial Group, Inc.
              Offices)                     590 Madison Avenue, 38th Floor
                                              New York, New York  10022
                                                   (212) 896-2700
                                       (Name, Address, Including Zip Code, and
                                      Telephone Number, Including Area Code, of
                                                 Agent for Service)


                        William M. McCormick Warrant Plan
                            (Full Title of the Plan)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
===================================================================================================
                                           Proposed Maximum   Proposed Maximum
  Title of Securities      Amount to be     Offering Price        Aggregate          Amount of
  to be Registered(1)      Registered(1)     Per Share(2)     Offering Price(2)  Registration Fee
---------------------------------------------------------------------------------------------------
     <S>                  <C>                    <C>            <C>                   <C>
      Common Stock,
     $.01 Par Value       570,760 Shares         $4.00          $2,283,040.00         $673.50
===================================================================================================
<FN>

(1)   Shares of common  stock,  $.01 par value per share  ("Common  Stock"),  of
      PennCorp  Financial Group,  Inc. (the "Company")  being registered  hereby
      relate to the William M. McCormick Warrant Plan (the "Plan").  Pursuant to
      Rule 416  promulgated  under the  Securities  Act of 1933, as amended (the
      "Securities Act"), there is also being registered an indeterminate  amount
      of additional shares of Common Stock as may become issuable as a result of
      stock splits, stock dividends or similar transactions.

(2)   In  accordance  with  section  (h)(1)  of Rule 457  promulgated  under the
      Securities Act, calculated on the basis of the exercise price of a warrant
      to purchase 570,760 shares of Common Stock granted under the Plan.
</FN>
</TABLE>



                                           1




<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this Registration
Statement:

      (a) The Company's  Annual  Report on Form 10-K (File No.  1-11422) for the
year ended December 31, 1996, as amended by Form 10-K/A (Amendments Nos. 1, 2, 3
and 4), filed pursuant to Section 13 of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  which contains audited  financial  statements for
the year ended December 31, 1996.

      (b) All other  reports  filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above.

      (c) The description of the Company's  Common Stock,  which is contained in
the Company's  Registration Statement on Form 8-A (File No. 1-11422) filed under
Section 12(b) of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment to this Registration Statement that indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such  shares  then  remaining  unsold,  shall be  deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of  filing  of such  documents.  Any  statement  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  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.





                                    II-1


<PAGE>








Item 5.  Interests of Named Experts and Counsel.

      Certain  legal  matters  in  connection  with the  shares of Common  Stock
offered  pursuant  to the Plan have been passed upon for the Company by Scott D.
Silverman, Senior Vice President,  General Counsel and Secretary of the Company.
As of March 25, 1998, Mr.  Silverman  held 23,500 shares of Common Stock,  6,581
shares of restricted Common Stock and options to purchase an aggregate of 60,000
shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

      Delaware law authorizes corporations to limit or to eliminate the personal
liability of  directors  to  corporations  and their  stockholders  for monetary
damages  for  breach  of  directors'  fiduciary  duty  of  care.  The  Company's
Certificate of Incorporation  limits the liability of the Company's directors to
the Company or its  stockholders to the fullest extent permitted by the Delaware
statute as in effect from time to time.  Specifically,  directors of the Company
will not be  personally  liable for monetary  damages for breach of a director's
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Company or its stockholders,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law,  (iii) for unlawful  payments of dividends or unlawful  stock
repurchases  or  redemptions  as provided in the  Delaware  law, or (iv) for any
transaction from which the director derived an improper personal benefit.

      The Certificate of  Incorporation of the Company provides that the Company
shall  indemnify its officers and directors and former officers and directors to
the fullest  extent  permitted  by the General  Corporation  Law of the State of
Delaware.  Pursuant to the provisions of Section 145 of the General  Corporation
Law of the State of Delaware,  the Company has the power to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
Company)  by reason of the fact that the person is or was a  director,  officer,
employee,  or agent of the  Company,  or is or was serving at the request of the
Company  as a  director,  officer,  employee  or agent of  another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by the person in connection  with such action,
suit or  proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interest of the Company,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe the person's  conduct was unlawful.  The  termination  of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo  contendere or its equivalent,  shall not, of itself,  create a presumption
that the  person  did not act in good  faith and in a manner  which  the  person
reasonable  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that the person's conduct was unlawful.




                                    II-2


<PAGE>









      The power to  indemnify  applies to actions  brought by or in the right of
the Company as well, but only to the extent of defense and  settlement  expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further  limitation  that in such actions no  indemnification  shall be
made in the event  such  person  shall  have been  adjudged  to be liable to the
Company unless and only to the extent that the court determines that, in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses the court shall deem proper.

      The  statute  further  specifically   provides  that  the  indemnification
authorized  thereby  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any bylaw,  agreement,  vote of  stockholders  or  disinterested  directors,  or
otherwise.

      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 provisions referred to above, or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  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  of 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.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

4.1   Third Restated  Certificate of Incorporation of PennCorp  Financial Group,
      Inc. (Incorporated by reference to the Company's Registration Statement on
      Form S-8 (Registration  No. 333-        ) as filed with the Securities and
      Exchange Commission on March 25, 1998).

4.2   Certificate  of  Designation  of  $3.375  Convertible  Preferred  Stock of
      PennCorp Financial Group, Inc. (Incorporated by reference to the Company's
      Annual Report on Form 10-K for the year ended December 31, 1995).





                                    II-3


<PAGE>








4.3   Certificate  of  Designation  of  Series C  Preferred  Stock  of  PennCorp
      Financial Group,  Inc.  (Incorporated by reference to the Company's Annual
      Report on Form 10-K for the year ended December 31, 1995).

4.4   Certificate of Designation of $3.50 Series II Convertible  Preferred Stock
      of PennCorp  Financial  Group,  Inc.  (Incorporated  by  reference  to the
      Company's Registration Statement on Form S-3 (Registration No. 333-13285),
      as filed with the Securities and Exchange Commission on October 2, 1996).

4.5   Restated  By-laws of  PennCorp  Financial  Group,  Inc.  (Incorporated  by
      reference to the  Company's  Annual Report on Form 10-K for the year ended
      December 31, 1992).

4.6   Employment  Agreement,  dated as of  August  19,  1990,  between  PennCorp
      Financial Group, Inc. and William M. McCormick. (Incorporated by reference
      to the  Company's  Registration  Statement on Form S-1  (Registration  No.
      33-50530),  as filed with the Securities and Exchange Commission on August
      6, 1992).

5.1   Opinion of Scott D. Silverman.*

15.1  Letter from KPMG Peat Marwick LLP regarding  unaudited  interim  financial
      information.*

23.1(a)     Consent of KPMG Peat Marwick LLP.*

23.1(b)     Consent of KPMG Peat Marwick LLP.*

23.2 Consent of Scott D. Silverman (included in Exhibit 5.1).

24.1 Power of Attorney (see pages II-6 and II-7 of this Registration Statement).

---------------------
*     Filed herewith.


Item 9.  Undertakings.

      (a)   The 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 to include any material  information with respect to
                  the plan of distribution not




                                    II-4


<PAGE>








                  previously  disclosed  in this  Registration  Statement or any
                  material  change  to such  information  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 Company hereby  undertakes  that, for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 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  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 Securities  and Exchange  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  of 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.






                                    II-5


<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 New  York,  State of New  York,  on this 23rd day of
March, 1998.

                                    PENNCORP FINANCIAL GROUP, INC.

                                    By:   /s/  David J. Stone
                                       -----------------------------------------
                                       David J. Stone
                                       Chairman of the Board and
                                         Chief Executive Officer


      Each person whose signature to this  Registration  Statement appears below
hereby appoints Scott D. Silverman as his attorney-in-fact to sign on his behalf
individually  and in the capacity  stated  below and to file all  post-effective
amendments  to this  Registration  Statement,  which  amendments  may make  such
changes in and additions to this Registration Statement as such attorney-in-fact
may deem necessary or appropriate.

      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.

<TABLE>
<CAPTION>

Signature                Title                                    Date
---------                -----                                    ----
<S>                      <C>                                      <C>

/s/ David J. Stone
----------------------   Chairman of the Board, Chief             March 23, 1998
    David J. Stone       Executive Officer and Director
                         (Principal Executive Officer of
                         the Registrant)


/s/ Steven W. Fickes
----------------------   President, Chief Financial Officer       March 23, 1998
   Steven W. Fickes      Director (Principal Financial and
                         Accounting Officer of the Registrant)


/s/ Allan D. Greenberg
----------------------   Director                                 March 23, 1998
  Allan D. Greenberg



/s/ Thomas A. Player
----------------------   Director                                 March 23, 1998
  Thomas A. Player






                                    II-6


<PAGE>









/s/ Kenneth Roman
----------------------    Director                                March 23, 1998
    Kenneth Roman


/s/ Bruce W. Schnitzer
----------------------    Director                                March 23, 1998
  Bruce W. Schnitzer


/s/ Maurice W. Slayton
----------------------    Director                                March 23, 1998
  Maurice W. Slayton


/s/ David C. Smith
----------------------    Director                                March 23, 1998
    David C. Smith

</TABLE>










                                    II-7


<PAGE>








                                  Exhibit Index


                                                                   Sequentially
Exhibit                                                              Numbered
  No.          Description                                             Page
-------        -----------                                         -------------

 4.1           Third Restated Certificate of Incorporation of PennCorp Financial
               Group,   Inc.   (Incorporated   by  reference  to  the  Company's
               Registration   Statement  on  Form  S-8  (Registration  No.  333-
                       ) as filed with the Securities and Exchange Commission on
               March 25, 1998).

 4.2           Certificate of Designation of $3.375 Convertible  Preferred Stock
               of PennCorp  Financial Group, Inc.  (Incorporated by reference to
               the  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 1995).

 4.3           Certificate  of  Designation  of  Series  C  Preferred  Stock  of
               PennCorp Financial Group, Inc.  (Incorporated by reference to the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1995).

 4.4           Certificate   of  Designation  of  $3.50  Series  II  Convertible
               Preferred Stock of PennCorp  Financial Group, Inc.  (Incorporated
               by reference to the Company's  Registration Statement on Form S-3
               (Registration  No.  333-13285),  as filed with the Securities and
               Exchange Commission on October 2, 1996).

 4.5           Restated By-laws of PennCorp Financial Group, Inc.  (Incorporated
               by reference to the Company's  Annual Report on Form 10-K for the
               year ended December 31, 1992).

 4.6           Employment  Agreement,  dated  as of  August  19,  1990,  between
               PennCorp   Financial  Group,   Inc.  and  William  M.  McCormick.
               (Incorporated   by  reference  to  the   Company's   Registration
               Statement on Form S-1 (Registration No. 33-50530),  as filed with
               the Securities and Exchange Commission on August 6, 1992).

 5.1           Opinion of Scott D. Silverman.

 15.1          Letter from KPMG Peat  Marwick LLP  regarding  unaudited  interim
               financial information.

 23.1(a)       Consent of KPMG Peat Marwick LLP.

 23.1(b)       Consent of KPMG Peat Marwick LLP.

 23.2          Consent of Scott D. Silverman (included in Exhibit 5.1).

 24.1          Power of Attorney  (see pages II-6 and II-7 of this  Registration
               Statement).
[{"type": "S-8", "sequence": "1", "description": "MCCORMICK WARRANT PLAN", "secsgml_size_bytes": 22374}]
{"company-data": {"conformed-name": "PENNCORP FINANCIAL GROUP INC /DE/", "cik": "0000890449", "assigned-sic": "6311", "irs-number": "133543540", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48631", "film-number": "98573186"}, "business-address": {"street1": "590 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2128962700"}, "mail-address": {"street1": "590 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange Commission on March 25, 1998.
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         PENNCORP FINANCIAL GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                13-3543540
   (State or Other Jurisdiction                   (I.R.S. Employer
 of Incorporation or Organization)               Identification No.)

  590 Madison Avenue, 38th Floor              SCOTT D. SILVERMAN, ESQ.
     New York, New York  10022                 Senior Vice President,
 (Address, Including Zip Code, of          General Counsel and Secretary
 Registrant's Principal Executive         PennCorp Financial Group, Inc.
              Offices)                     590 Madison Avenue, 38th Floor
                                              New York, New York  10022
                                                   (212) 896-2700
                                       (Name, Address, Including Zip Code, and
                                      Telephone Number, Including Area Code, of
                                                 Agent for Service)

                        William M. McCormick Warrant Plan
                            (Full Title of the Plan)

                         CALCULATION OF REGISTRATION FEE

===================================================================================================
                                           Proposed Maximum   Proposed Maximum
  Title of Securities      Amount to be     Offering Price        Aggregate          Amount of
  to be Registered(1)      Registered(1)     Per Share(2)     Offering Price(2)  Registration Fee
---------------------------------------------------------------------------------------------------
Common Stock,
     $.01 Par Value       570,760 Shares         $4.00          $2,283,040.00         $673.50
===================================================================================================
(1)   Shares of common  stock,  $.01 par value per share  ("Common  Stock"),  of
      PennCorp  Financial Group,  Inc. (the "Company")  being registered  hereby
      relate to the William M. McCormick Warrant Plan (the "Plan").  Pursuant to
      Rule 416  promulgated  under the  Securities  Act of 1933, as amended (the
      "Securities Act"), there is also being registered an indeterminate  amount
      of additional shares of Common Stock as may become issuable as a result of
      stock splits, stock dividends or similar transactions.

(2)   In  accordance  with  section  (h)(1)  of Rule 457  promulgated  under the
      Securities Act, calculated on the basis of the exercise price of a warrant
      to purchase 570,760 shares of Common Stock granted under the Plan.
1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this Registration
Statement:

      (a) The Company's  Annual  Report on Form 10-K (File No.  1-11422) for the
year ended December 31, 1996, as amended by Form 10-K/A (Amendments Nos. 1, 2, 3
and 4), filed pursuant to Section 13 of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  which contains audited  financial  statements for
the year ended December 31, 1996.

      (b) All other  reports  filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above.

      (c) The description of the Company's  Common Stock,  which is contained in
the Company's  Registration Statement on Form 8-A (File No. 1-11422) filed under
Section 12(b) of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment to this Registration Statement that indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such  shares  then  remaining  unsold,  shall be  deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of  filing  of such  documents.  Any  statement  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  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.

                                    II-1
Item 5.  Interests of Named Experts and Counsel.

      Certain  legal  matters  in  connection  with the  shares of Common  Stock
offered  pursuant  to the Plan have been passed upon for the Company by Scott D.
Silverman, Senior Vice President,  General Counsel and Secretary of the Company.
As of March 25, 1998, Mr.  Silverman  held 23,500 shares of Common Stock,  6,581
shares of restricted Common Stock and options to purchase an aggregate of 60,000
shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

      Delaware law authorizes corporations to limit or to eliminate the personal
liability of  directors  to  corporations  and their  stockholders  for monetary
damages  for  breach  of  directors'  fiduciary  duty  of  care.  The  Company's
Certificate of Incorporation  limits the liability of the Company's directors to
the Company or its  stockholders to the fullest extent permitted by the Delaware
statute as in effect from time to time.  Specifically,  directors of the Company
will not be  personally  liable for monetary  damages for breach of a director's
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Company or its stockholders,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law,  (iii) for unlawful  payments of dividends or unlawful  stock
repurchases  or  redemptions  as provided in the  Delaware  law, or (iv) for any
transaction from which the director derived an improper personal benefit.

      The Certificate of  Incorporation of the Company provides that the Company
shall  indemnify its officers and directors and former officers and directors to
the fullest  extent  permitted  by the General  Corporation  Law of the State of
Delaware.  Pursuant to the provisions of Section 145 of the General  Corporation
Law of the State of Delaware,  the Company has the power to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
Company)  by reason of the fact that the person is or was a  director,  officer,
employee,  or agent of the  Company,  or is or was serving at the request of the
Company  as a  director,  officer,  employee  or agent of  another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by the person in connection  with such action,
suit or  proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interest of the Company,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe the person's  conduct was unlawful.  The  termination  of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo  contendere or its equivalent,  shall not, of itself,  create a presumption
that the  person  did not act in good  faith and in a manner  which  the  person
reasonable  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that the person's conduct was unlawful.

                                    II-2
The power to  indemnify  applies to actions  brought by or in the right of
the Company as well, but only to the extent of defense and  settlement  expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further  limitation  that in such actions no  indemnification  shall be
made in the event  such  person  shall  have been  adjudged  to be liable to the
Company unless and only to the extent that the court determines that, in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses the court shall deem proper.

      The  statute  further  specifically   provides  that  the  indemnification
authorized  thereby  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any bylaw,  agreement,  vote of  stockholders  or  disinterested  directors,  or
otherwise.

      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 provisions referred to above, or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  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  of 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.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

4.1   Third Restated  Certificate of Incorporation of PennCorp  Financial Group,
      Inc. (Incorporated by reference to the Company's Registration Statement on
      Form S-8 (Registration  No. 333-        ) as filed with the Securities and
      Exchange Commission on March 25, 1998).

4.2   Certificate  of  Designation  of  $3.375  Convertible  Preferred  Stock of
      PennCorp Financial Group, Inc. (Incorporated by reference to the Company's
      Annual Report on Form 10-K for the year ended December 31, 1995).

                                    II-3
4.3   Certificate  of  Designation  of  Series C  Preferred  Stock  of  PennCorp
      Financial Group,  Inc.  (Incorporated by reference to the Company's Annual
      Report on Form 10-K for the year ended December 31, 1995).

4.4   Certificate of Designation of $3.50 Series II Convertible  Preferred Stock
      of PennCorp  Financial  Group,  Inc.  (Incorporated  by  reference  to the
      Company's Registration Statement on Form S-3 (Registration No. 333-13285),
      as filed with the Securities and Exchange Commission on October 2, 1996).

4.5   Restated  By-laws of  PennCorp  Financial  Group,  Inc.  (Incorporated  by
      reference to the  Company's  Annual Report on Form 10-K for the year ended
      December 31, 1992).

4.6   Employment  Agreement,  dated as of  August  19,  1990,  between  PennCorp
      Financial Group, Inc. and William M. McCormick. (Incorporated by reference
      to the  Company's  Registration  Statement on Form S-1  (Registration  No.
      33-50530),  as filed with the Securities and Exchange Commission on August
      6, 1992).

5.1   Opinion of Scott D. Silverman.*

15.1  Letter from KPMG Peat Marwick LLP regarding  unaudited  interim  financial
      information.*

23.1(a)     Consent of KPMG Peat Marwick LLP.*

23.1(b)     Consent of KPMG Peat Marwick LLP.*

23.2 Consent of Scott D. Silverman (included in Exhibit 5.1).

24.1 Power of Attorney (see pages II-6 and II-7 of this Registration Statement).

---------------------
*     Filed herewith.

Item 9.  Undertakings.

      (a)   The 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 to include any material  information with respect to
                  the plan of distribution not

                                    II-4
previously  disclosed  in this  Registration  Statement or any
                  material  change  to such  information  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 Company hereby  undertakes  that, for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 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  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 Securities  and Exchange  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  of 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.

                                    II-5
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 New  York,  State of New  York,  on this 23rd day of
March, 1998.

                                    PENNCORP FINANCIAL GROUP, INC.

                                    By:   /s/  David J. Stone
                                       -----------------------------------------
                                       David J. Stone
                                       Chairman of the Board and
                                         Chief Executive Officer

      Each person whose signature to this  Registration  Statement appears below
hereby appoints Scott D. Silverman as his attorney-in-fact to sign on his behalf
individually  and in the capacity  stated  below and to file all  post-effective
amendments  to this  Registration  Statement,  which  amendments  may make  such
changes in and additions to this Registration Statement as such attorney-in-fact
may deem necessary or appropriate.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                Title                                    Date
---------                -----                                    ----
/s/ David J. Stone
----------------------   Chairman of the Board, Chief             March 23, 1998
    David J. Stone       Executive Officer and Director
                         (Principal Executive Officer of
                         the Registrant)

/s/ Steven W. Fickes
----------------------   President, Chief Financial Officer       March 23, 1998
   Steven W. Fickes      Director (Principal Financial and
                         Accounting Officer of the Registrant)

/s/ Allan D. Greenberg
----------------------   Director                                 March 23, 1998
  Allan D. Greenberg

/s/ Thomas A. Player
----------------------   Director                                 March 23, 1998
  Thomas A. Player

                                    II-6
/s/ Kenneth Roman
----------------------    Director                                March 23, 1998
    Kenneth Roman

/s/ Bruce W. Schnitzer
----------------------    Director                                March 23, 1998
  Bruce W. Schnitzer

/s/ Maurice W. Slayton
----------------------    Director                                March 23, 1998
  Maurice W. Slayton

/s/ David C. Smith
----------------------    Director                                March 23, 1998
    David C. Smith
II-7
Exhibit Index

                                                                   Sequentially
Exhibit                                                              Numbered
  No.          Description                                             Page
-------        -----------                                         -------------

 4.1           Third Restated Certificate of Incorporation of PennCorp Financial
               Group,   Inc.   (Incorporated   by  reference  to  the  Company's
               Registration   Statement  on  Form  S-8  (Registration  No.  333-
                       ) as filed with the Securities and Exchange Commission on
               March 25, 1998).

 4.2           Certificate of Designation of $3.375 Convertible  Preferred Stock
               of PennCorp  Financial Group, Inc.  (Incorporated by reference to
               the  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 1995).

 4.3           Certificate  of  Designation  of  Series  C  Preferred  Stock  of
               PennCorp Financial Group, Inc.  (Incorporated by reference to the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1995).

 4.4           Certificate   of  Designation  of  $3.50  Series  II  Convertible
               Preferred Stock of PennCorp  Financial Group, Inc.  (Incorporated
               by reference to the Company's  Registration Statement on Form S-3
               (Registration  No.  333-13285),  as filed with the Securities and
               Exchange Commission on October 2, 1996).

 4.5           Restated By-laws of PennCorp Financial Group, Inc.  (Incorporated
               by reference to the Company's  Annual Report on Form 10-K for the
               year ended December 31, 1992).

 4.6           Employment  Agreement,  dated  as of  August  19,  1990,  between
               PennCorp   Financial  Group,   Inc.  and  William  M.  McCormick.
               (Incorporated   by  reference  to  the   Company's   Registration
               Statement on Form S-1 (Registration No. 33-50530),  as filed with
               the Securities and Exchange Commission on August 6, 1992).

 5.1           Opinion of Scott D. Silverman.

 15.1          Letter from KPMG Peat  Marwick LLP  regarding  unaudited  interim
               financial information.

 23.1(a)       Consent of KPMG Peat Marwick LLP.

 23.1(b)       Consent of KPMG Peat Marwick LLP.

 23.2          Consent of Scott D. Silverman (included in Exhibit 5.1).

 24.1          Power of Attorney  (see pages II-6 and II-7 of this  Registration
               Statement).