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)


                     1996 Stock Award and Stock Option 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        2,800,000 Shares     $30.63         $87,750,000.00       $25,300.38
===================================================================================================
<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 1996 Stock  Award and Stock  Option  Plan,  as amended  (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  (c)  of  Rule  457  promulgated  under  the
      Securities Act, calculated on the basis of the average of the high and low
      sales price for Common Stock as reported on the New York Stock Exchange on
      March 23, 1998.
</FN>
</TABLE>




                                           1




<PAGE>
                        PENNCORP FINANCIAL GROUP, INC.

                             CROSS REFERENCE SHEET


          Item Number and Caption                   Caption in Prospectus
          -----------------------                   ---------------------

1.    Forepart of Registration Statement
      and Outside Front Cover Page of
      Prospectus.............................  Outside Front Cover Page

2.    Inside Front and Outside Back Cover
      Pages of Prospectus....................  Table of Contents; Available
                                               Information; Incorporation of
                                               Certain Documents by Reference

3.    Summary Information, Risk Factors
      and Ratio of Earnings to Fixed
      Charges................................  The Company

4.    Use of Proceeds........................  Use of Proceeds

5.    Determination of Offering Price........  Not applicable

6.    Dilution...............................  Not applicable

7.    Selling Security Holders...............  Selling Stockholders

8.    Plan of Distribution...................  Plan of Distribution

9.    Description of Securities to be
      Registered.............................  Not applicable

10.   Interests of Named Experts
      and Counsel............................  Legal Matters

11.   Material Changes.......................  Not applicable

12.   Incorporation of Certain Information
      by Reference...........................  Incorporation of Certain
                                               Documents by Reference

13.   Disclosure of Commission Position on
      Indemnification for Securities Act
      Liabilities............................  Not applicable







<PAGE>






                               Reoffer Prospectus

                         PennCorp Financial Group, Inc.

                                  Common Stock

                    420,178 shares of Common Stock under the
      PennCorp Financial Group, Inc. 1996 Stock Award and Stock Option Plan

     This Prospectus is being  used in connection with the offering from time to
time by certain employees,  officers and directors (the "Selling  Stockholders")
of PennCorp  Financial Group, Inc., a Delaware  corporation (the "Company"),  of
shares of common  stock,  par value $.01 per share,  of the Company (the "Common
Stock") that have been or may be acquired by them pursuant to the Company's 1996
Stock Award and Stock Option Plan, as amended (the "Plan"). The shares of Common
Stock offered  hereby are  "restricted  securities"  under the Securities Act of
1933, as amended (the  "Securities  Act"),  prior to their sale hereunder.  This
Prospectus has been prepared for the purpose of registering the shares of Common
Stock  under the  Securities  Act to allow  for  future  resale  by the  Selling
Stockholders to the public without restriction.

     The  shares  of Common  Stock may be sold  from time to time to  purchasers
directly  by  any  of  the  Selling  Stockholders.  Alternatively,  the  Selling
Stockholders  may sell the  shares of Common  Stock in one or more  transactions
(which  may  involve  one or more  block  transactions)  on the New  York  Stock
Exchange (the "NYSE"),  in sales occurring in the public market off the NYSE, in
separately  negotiated  transactions,  or in a combination of such transactions.
Each sale may be made  either at market  prices  prevailing  at the time of such
sale or at negotiated  prices;  some or all of the shares of Common Stock may be
sold through brokers acting on behalf of the Selling  Stockholders or to dealers
for resale by such dealers;  and in connection with such sales,  such brokers or
dealers may receive  compensation  in the form of discounts or commissions  from
the Selling  Stockholders and/or the purchasers of such shares for whom they may
act as broker or agent (which  discounts or  commissions  may be less than or in
excess of those customary in the types of transactions  involved).  However, any
securities  covered by this  Prospectus  which qualify for sale pursuant to Rule
144 under the  Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus.  All expenses of registration  incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling  Stockholders will be borne by each such
Selling Stockholder.  The Company will not receive any of the proceeds from such
sales.

     The Selling  Stockholders and any dealer  participating in the distribution
of any shares of Common Stock or any broker  executing  selling orders on behalf
of the  Selling  Stockholders  may be deemed  to be  "underwriters"  within  the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

     The Common Stock is traded on the NYSE under the symbol "PFG". On March 23,
1998,  the last  reported sale price of the Common Stock as reported by the NYSE
was $29.50 per share.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
           ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is March 25, 1998.




<PAGE>








                                TABLE OF CONTENTS


                                                                        Page

Available Information..................................................  2

Incorporation of Certain Documents by Reference........................  3

The Company............................................................  3

Use of Proceeds........................................................  4

Selling Stockholders...................................................  4

Plan of Distribution...................................................  7

Legal Matters..........................................................  7


      No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this Prospectus in connection with any offering
made hereby and, if given or made, such information or  representation  must not
be relied upon as having  been  authorized  by the Company or any other  person.
This  Prospectus  does not constitute an offer to sell or a  solicitation  of an
offer to buy, nor shall there be any offer to sell,  solicitation of an offer to
buy or sale of these securities by any person in any jurisdiction in which it is
unlawful for such person to make such offer,  solicitation or sale.  Neither the
delivery of this  Prospectus at any time nor any sale made hereunder shall under
any  circumstances  create any implication  that there has been no change in the
affairs of the Company since the date hereof or that the  information  contained
herein is correct as of any time subsequent to such date.

                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  may be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission  at its offices  located at
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional  offices located at 500 West Madison Street,  Suite 1400,
Chicago,  Illinois 60661,  and 7 World Trade Center,  13th Floor,  New York, New
York 10048.  Copies of such  material can also be obtained at  prescribed  rates
from the Public  Reference  Section of the  Commission at Judiciary  Plaza,  450
Fifth Street, N.W., Washington,  D.C. 20549. The Commission also maintains a Web
site  that  contains  reports,   proxy  and  information  statements  and  other
information  regarding registrants that file electronically with the Commission.
The address of such site is  http://www.sec.gov.  In addition,  the Common Stock
and the $3.375  Convertible  Preferred  Stock,  par value $.01 per share, of the
Company are traded on the NYSE, and the foregoing material is also available for
inspection at its offices at 20 Broad Street,  New York, New York 10005.

      This Prospectus  constitutes part of a Registration Statement filed by the
Company with the Commission  under the  Securities  Act. This  Prospectus  omits
certain of the information contained in the Registration Statement in accordance
with the rules and  regulations of the  Commission.  Reference is hereby made to
the  Registration  Statement and related  exhibits for further  information with
respect  to the  Company  and the  Common  Stock.  Statements  contained  herein
concerning the provisions of any documents are not necessarily  complete and, in
each  instance,  reference  is made to the  copy of such  document  filed  as an
exhibit to the  Registration  Statement or otherwise  filed with the Commission.
Each such  statement is qualified in its entirety by such  reference.  Copies of
the  Registration  Statement and the exhibits thereto are on file at the offices
of the Commission and may be




                                     2



<PAGE>








obtained  upon  payment  of the  fee  prescribed  by the  Commission,  or may be
examined  without  change at the public  reference  facilities of the Commission
described above.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company's  Annual Report on Form 10-K for the year ended  December 31,
1996,  as amended by Form 10-K/A  (Amendments  Nos. 1, 2, 3 and 4), filed by the
Company with the Commission is incorporated herein by reference.

      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 are incorporated herein by reference.

      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, is incorporated herein by reference.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
or 15(d) of the Exchange Act after the date of this  Prospectus and prior to the
termination  of the  offering  shall be deemed to be  incorporated  by reference
herein and to be a part  hereof from the date of filing of such  documents.  Any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated  herein
by reference modifies or supersedes such statement. Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute  a part  of  this  Prospectus.  All  information  appearing  in  this
Prospectus  is  qualified  in its  entirety  by the  information  and  financial
statements  (including  notes thereto)  appearing in the documents  incorporated
herein by reference, except to the extent set forth in the immediately preceding
statement.

      The Company will provide  without  charge to each  person,  including  any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
which have been or may be incorporated herein by reference, except that exhibits
to such  documents  will not be provided  unless such exhibits are  specifically
incorporated by reference into such  documents.  Requests should be directed to:
PennCorp  Financial,  Inc.,  3 Bethesda  Metro  Center,  Suite  1600,  Bethesda,
Maryland, 20814, Attention: Investor Relations, telephone number (301) 656-1777.


                                   THE COMPANY

      The Company, through its operating subsidiaries, is a low cost provider of
life  insurance,  fixed  benefit  accident  and sickness  insurance  and annuity
products  throughout  the United States and Canada.  The Company's  products are
sold through several distribution channels,  including exclusive agents, general
agents and payroll  deduction  programs,  and are  targeted  primarily to middle
income individuals in rural and suburban areas.

      The  Company's  principal  executive  offices  are  located at 590 Madison
Avenue,  New York, New York 10022,  and its telephone  number is (212) 896-2700.
The Company's  insurance and related  support  operations are  headquartered  in
Raleigh, North Carolina and Dallas, Texas.





                                     3



<PAGE>









                                 USE OF PROCEEDS

      The Company will not receive any  proceeds  from the sale of the shares of
the  Company's  Common  Stock  by the  Selling  Stockholders  pursuant  to  this
Prospectus.


                              SELLING STOCKHOLDERS

      The following table sets forth the names of the Selling Stockholders,  the
aggregate  number of shares of Common Stock  beneficially  owned by each Selling
Stockholder  as of the date hereof and the aggregate  number of shares of Common
Stock  that  each  Selling  Stockholder  may  offer  and sell  pursuant  to this
Prospectus.  Because the Selling Stockholders may sell all, a portion or none of
their  shares of Common  Stock at any time and from time to time  after the date
hereof,  no  estimate  can be made of the number of shares of Common  Stock that
each Selling  Stockholder  may retain upon  completion  of the offering to which
this  Prospectus  relates.  Unless  otherwise  indicated,  each  of the  Selling
Stockholders  has sole  investment  and  voting  power  with  respect  to shares
beneficially owned.

                                    Number of
       Name of                 Number of Shares          Shares
 Selling Stockholder           Beneficially Owned     Registered(1)
 -------------------           ------------------     -------------

John Collins (2)                   10,250 (2)              3,500

J. Paul Edmondson (3)              10,439 (3)              3,189

Arthur Evans (4)                    8,750 (4)              2,500

Steven W. Fickes (5)              869,645 (5)            179,425

Charles Lubochinski (6)            41,707 (6)             17,107

Elizabeth Malone (7)                3,450 (7)              2,200

James P. McDermott (8)             41,699 (8)             17,266

Thomas A. Player (9)                8,642 (9)              2,514

Michael J. Prager (10)             47,618 (10)            23,068

Alice Robison (11)                  1,000 (11)             1,000

Kenneth Roman (12)                  9,439 (12)             1,979

Bruce W. Schnitzer (13)            44,190 (13)             1,987

Scott D. Silverman (14)            42,581 (14)            16,581

Maurice W. Slayton (15)             7,424 (15)             3,041

David C. Smith (16)                 9,815 (16)             2,355

Carol Spencer (17)                  1,052 (17)             1,000

David J. Stone (18)             1,435,578 (18)           141,466

-------------------
(1)  Represents  grants of Common Stock (a "Stock Award") that have been granted
     pursuant to the Plan.




                                     4



<PAGE>









(2)  Mr.  Collins  became an  officer  of the  Company in  September  1996,  and
     currently  serves as a Vice President of the Company.  The number of shares
     of Common  Stock  indicated  as  beneficially  owned  consists of (i) 4,000
     shares of Common Stock owned of record by Mr. Collins and (ii) 6,250 shares
     of Common Stock subject to a presently exercisable stock option.

(3)  Mr.  Edmondson has been an officer of various  Company  subsidiaries  since
     January  1993,  and  currently  serves  as an  officer  of  various  of the
     Company's subsidiaries, including serving as President of Pennsylvania Life
     Insurance  Company.  The  number of shares of  Common  Stock  indicated  as
     beneficially  owned  consists of (i) 7,250  shares of Common Stock owned of
     record by Mr. Edmondson and (ii) 3,189 shares of restricted Common Stock.

(4)  Mr. Evans became an officer of the Company in September 1996, and currently
     serves as a Vice  President of the Company.  The number of shares of Common
     Stock  indicated  as  beneficially  owned  consists of (i) 2,500  shares of
     Common  Stock owned of record by Mr.  Evans and (ii) 6,250 shares of Common
     Stock subject to a presently exercisable stock option.

(5)  Mr. Fickes has served as Chief  Financial  Officer and as a director of the
     Company  since August 1990, as President  since March 21, 1996,  and a Vice
     Chairman of the Board from August 1990 until March 21, 1996.  The number of
     shares of Common Stock  indicated  as  beneficially  owned  consists of (i)
     192,726 shares of Common Stock owned of record by Mr. Fickes,  (ii) 179,425
     shares of  restricted  Common Stock,  (iii) 279,500  shares of Common Stock
     that may be  purchased  pursuant to  presently  exercisable  stock  options
     awarded to Mr. Fickes pursuant to his Employment  Agreement effective April
     15, 1996,  (iv) 173,160  shares of Common Stock which will be issued to Mr.
     Fickes on April 15, 2001,  in  consideration  for Mr.  Fickes'  interest in
     Knightsbridge  Capital,  L.L.C. and its related entities, (v) 43,106 shares
     of Common Stock held of record by Mr. Fickes' wife and (vi) 1,728 shares of
     Common Stock held of record by Mr. Fickes'  children.  Mr. Fickes disclaims
     beneficial ownership of Common Stock not held of record by him.

(6)  Mr.  Lubochinski  became an officer of the  Company  on May 18,  1993,  and
     currently  serves as a Senior Vice President of the Company.  The number of
     shares of Common Stock  indicated  as  beneficially  owned  consists of (i)
     22,000  shares of Common  Stock  owned of record by Mr.  Lubochinski,  (ii)
     7,107 shares of  restricted  Common  Stock,  (iii) 12,500  shares of Common
     Stock subject to a presently  exercisable stock option, and (iv) 100 shares
     of  Common  Stock  held  of  record  in a  trust  for  the  benefit  of Mr.
     Lubochinski's son.

(7)  Ms.  Malone  became an officer of the Company in March 1996,  and currently
     serves as a Vice  President of the Company.  The number of shares of Common
     Stock  indicated  as  beneficially  owned  consists of (i) 2,200  shares of
     Common  Stock  owned as of record by Ms.  Malone and (ii)  1,250  shares of
     Common Stock subject to a presently exercisable stock option.

(8)  Mr. McDermott became an executive officer of the Company in September 1995,
     and currently serves as a Senior Vice President of the Company.  The number
     of shares of Common Stock indicated as  beneficially  owned consists of (i)
     21,933 shares of Common Stock owned of record by Mr. McDermott,  (ii) 7,266
     shares of  restricted  Common Stock and (iii) 12,500 shares of Common Stock
     subject to a presently exercisable stock option.

(9)  Mr. Player has been a director of the Company since August 1990. The number
     of shares of Common Stock indicated as  beneficially  owned consists of (i)
     6,128  shares of Common  Stock  owned of record by Mr.  Player,  (ii) 1,987
     shares of restricted Common Stock and (iii) 527




                                     5



<PAGE>








     shares of Common Stock owned of record by Mr.  Player's  wife.  Mr.  Player
     disclaims beneficial ownership of Common Stock not held of record by him.

(10) Mr.  Prager became an executive  officer of the Company in September  1995,
     and  currently  serves as a Senior  Vice  President  and  Senior  Financial
     Officer of the Company.  The number of shares of Common Stock  indicated as
     beneficially  owned  consists of (i) 22,050 shares of Common Stock owned of
     record by Mr.  Prager,  (ii) 13,068 shares of  restricted  Common Stock and
     (iii)  12,500  shares of Common  Stock  subject to a presently  exercisable
     stock option.

(11) Ms.  Robison has been an employee of the Company since August 1992,  and is
     currently  employed in the Bethesda,  Maryland  office of the Company.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of 1,000 shares of Common Stock owned of record by Ms. Robison.

(12) Mr. Roman has been a director of the Company  since April 1993.  The number
     of shares of Common Stock indicated as  beneficially  owned consists of (i)
     7,987  shares of Common  Stock owned of record by Mr.  Roman and (ii) 1,452
     shares of restricted Common Stock.

(13) Mr.  Schnitzer  has been a director of the Company  since August 1990.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of (i) 23,497 shares of Common Stock owned of record by Mr. Schnitzer, (ii)
     18,706  shares  owned of  record  by  Magical  Corporation,  of  which  Mr.
     Schnitzer  is the sole owner and (iii) 1,987  shares of  restricted  Common
     Stock.

(14) Mr. Silverman became an executive officer of the Company in September 1995,
     and  currently  serves  as  Senior  Vice  President,  General  Counsel  and
     Secretary of the Company. The number of shares of Common Stock indicated as
     beneficially  owned  consists of (i) 23,500 shares of Common Stock owned of
     record by Mr.  Silverman,  (ii) 6,581 shares of restricted Common Stock and
     (iii)  12,500  shares of Common  Stock  subject to a presently  exercisable
     stock option.

(15) Mr.  Slayton has been a director  of the Company  since  August  1990.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of (i) 5,437 shares of Common Stock owned of record by Mr. Slayton and (ii)
     1,987 shares of restricted Common Stock.

(16) Mr.  Smith has been a director of the Company  since  September  1994.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of (i) 7,987  shares of Common  Stock owned of record  jointly by Mr. Smith
     and his wife and (ii) 1,828 shares of restricted Common Stock.

(17) Ms. Spencer has been an employee of the Company since February 1991, and is
     currently  employed in the Bethesda,  Maryland  office of the Company.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of (i) 1,000 shares of Common Stock owned of record by Ms. Spencer and (ii)
     52 shares of Common  Stock owned of record  jointly by Ms.  Spencer and her
     spouse.

(18) Mr.  Stone has served as  Chairman  of the Board and as a  director  of the
     Company since its formation in 1989, as Chief Executive  Officer since July
     1, 1995,  as President  from July 1, 1995 until March 21, 1996 and as Chief
     Marketing  Officer from August 1990 until May 1993. The number of shares of
     Common Stock indicated as beneficially owned consists of (i) 520,647 shares
     of Common  Stock  held of  record  by Mr.  Stone,  (ii)  141,466  shares of
     restricted  Common Stock,  (iii) 279,500 shares of Common Stock that may be
     purchased pursuant to presently




                                     6



<PAGE>







     exercisable  stock options  awarded to Mr. Stone pursuant to his Employment
     Agreement  effective  April 15, 1996,  (iv) 173,160  shares of Common Stock
     which  will be issued to Mr. Stone on April 15, 2001, in consideration  for
     Mr.  Stone's  interest in  Knightsbridge  Capital,  L.L.C.  and its related
     entities  and (v)  320,805  shares  of Common  Stock  held of record by Mr.
     Stone's wife. Mr. Stone disclaims  beneficial ownership of Common Stock not
     held of record by him.


                              PLAN OF DISTRIBUTION

      The  shares  of Common  Stock may be sold from time to time to  purchasers
directly  by  any  of  the  Selling  Stockholders.  Alternatively,  the  Selling
Stockholders  may sell the  shares of Common  Stock in one or more  transactions
(which  may  involve  one or more  block  transactions)  on the  NYSE,  in sales
occurring  in  the  public  market  off  the  NYSE,  in  separately   negotiated
transactions,  or in a combination of such  transactions.  Each sale may be made
either at market  prices  prevailing  at the time of such sale or at  negotiated
prices;  some or all of the shares of Common Stock may be sold  through  brokers
acting on behalf of the  Selling  Stockholders  or to dealers for resale by such
dealers;  and in connection with such sales, such brokers or dealers may receive
compensation  in  the  form  of  discounts  or  commissions   from  the  Selling
Stockholders  and/or  the  purchasers  of such  shares  for whom they may act as
broker or agent (which  discounts or commissions  are not  anticipated to exceed
those customary in the types of transactions involved).  However, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 under the
Securities  Act  may be  sold  under  Rule  144  rather  than  pursuant  to this
Prospectus.  All  expenses  of  registration  incurred in  connection  with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling  Stockholders will be borne by each such
Selling Stockholder.  The Company will not receive any of the proceeds from such
sales.

      The Selling  Stockholders and any dealer participating in the distribution
of any of the shares of Common Stock or any broker  executing  selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

      In  order to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the shares of Common Stock will be sold only through  registered or
licensed  brokers or dealers.  In  addition,  in certain  states,  the shares of
Common Stock may not be sold unless they have been  registered  or qualified for
sale in such  state or an  exemption  from such  registration  or  qualification
requirement is available and is complied with.

      There is no assurance that any of the Selling  Stockholders  will sell all
or any portion of the shares of Common Stock offered hereby.


                                  LEGAL MATTERS

      The  validity of the Common  Stock has 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.




                                     7




<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 Forms 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.

      The  420,178  shares  of Common  Stock  that  were  issued  as  restricted
securities  to be reoffered or resold  pursuant to this  Registration  Statement
were issued in transactions  completed without registration in reliance upon the
exemption  provided by Section 4(2) of the Securities Act for  transactions  not
involving a public offering.

Item 8.  Exhibits.

4.1  Third Restated  Certificate of Incorporation  of PennCorp  Financial Group,
     Inc.*

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  PennCorp  Financial  Group,  Inc.  1996 Stock Award and Stock  Option Plan.
     (Incorporated  by reference to the Company's Annual Report on Form 10-K for
     the year ended December 31, 1996).

4.7  Amendment Number One to the PennCorp Financial Group, Inc. 1996 Stock Award
     and Stock Option Plan.*

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




                                    II-4


<PAGE>








                  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.

            (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.

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            PennCorp  Financial Group, Inc. 1996 Stock Award and Stock Option
               Plan.  (Incorporated  by reference to the Company's Annual Report
               on Form 10-K for the year ended December 31, 1996).

4.7            Amendment Number One to the PennCorp  Financial Group,  Inc. 1996
               Stock Award and Stock Option Plan.

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": "1996 STOCK AWARD AND STOCK OPTION PLAN", "secsgml_size_bytes": 50168}]
{"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": "333-48629", "film-number": "98573182"}, "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)

                     1996 Stock Award and Stock Option 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        2,800,000 Shares     $30.63         $87,750,000.00       $25,300.38
===================================================================================================
(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 1996 Stock  Award and Stock  Option  Plan,  as amended  (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  (c)  of  Rule  457  promulgated  under  the
      Securities Act, calculated on the basis of the average of the high and low
      sales price for Common Stock as reported on the New York Stock Exchange on
      March 23, 1998.
1
PENNCORP FINANCIAL GROUP, INC.

                             CROSS REFERENCE SHEET

          Item Number and Caption                   Caption in Prospectus
          -----------------------                   ---------------------

1.    Forepart of Registration Statement
      and Outside Front Cover Page of
      Prospectus.............................  Outside Front Cover Page

2.    Inside Front and Outside Back Cover
      Pages of Prospectus....................  Table of Contents; Available
                                               Information; Incorporation of
                                               Certain Documents by Reference

3.    Summary Information, Risk Factors
      and Ratio of Earnings to Fixed
      Charges................................  The Company

4.    Use of Proceeds........................  Use of Proceeds

5.    Determination of Offering Price........  Not applicable

6.    Dilution...............................  Not applicable

7.    Selling Security Holders...............  Selling Stockholders

8.    Plan of Distribution...................  Plan of Distribution

9.    Description of Securities to be
      Registered.............................  Not applicable

10.   Interests of Named Experts
      and Counsel............................  Legal Matters

11.   Material Changes.......................  Not applicable

12.   Incorporation of Certain Information
      by Reference...........................  Incorporation of Certain
                                               Documents by Reference

13.   Disclosure of Commission Position on
      Indemnification for Securities Act
      Liabilities............................  Not applicable
Reoffer Prospectus

                         PennCorp Financial Group, Inc.

                                  Common Stock

                    420,178 shares of Common Stock under the
      PennCorp Financial Group, Inc. 1996 Stock Award and Stock Option Plan

     This Prospectus is being  used in connection with the offering from time to
time by certain employees,  officers and directors (the "Selling  Stockholders")
of PennCorp  Financial Group, Inc., a Delaware  corporation (the "Company"),  of
shares of common  stock,  par value $.01 per share,  of the Company (the "Common
Stock") that have been or may be acquired by them pursuant to the Company's 1996
Stock Award and Stock Option Plan, as amended (the "Plan"). The shares of Common
Stock offered  hereby are  "restricted  securities"  under the Securities Act of
1933, as amended (the  "Securities  Act"),  prior to their sale hereunder.  This
Prospectus has been prepared for the purpose of registering the shares of Common
Stock  under the  Securities  Act to allow  for  future  resale  by the  Selling
Stockholders to the public without restriction.

     The  shares  of Common  Stock may be sold  from time to time to  purchasers
directly  by  any  of  the  Selling  Stockholders.  Alternatively,  the  Selling
Stockholders  may sell the  shares of Common  Stock in one or more  transactions
(which  may  involve  one or more  block  transactions)  on the New  York  Stock
Exchange (the "NYSE"),  in sales occurring in the public market off the NYSE, in
separately  negotiated  transactions,  or in a combination of such transactions.
Each sale may be made  either at market  prices  prevailing  at the time of such
sale or at negotiated  prices;  some or all of the shares of Common Stock may be
sold through brokers acting on behalf of the Selling  Stockholders or to dealers
for resale by such dealers;  and in connection with such sales,  such brokers or
dealers may receive  compensation  in the form of discounts or commissions  from
the Selling  Stockholders and/or the purchasers of such shares for whom they may
act as broker or agent (which  discounts or  commissions  may be less than or in
excess of those customary in the types of transactions  involved).  However, any
securities  covered by this  Prospectus  which qualify for sale pursuant to Rule
144 under the  Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus.  All expenses of registration  incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling  Stockholders will be borne by each such
Selling Stockholder.  The Company will not receive any of the proceeds from such
sales.

     The Selling  Stockholders and any dealer  participating in the distribution
of any shares of Common Stock or any broker  executing  selling orders on behalf
of the  Selling  Stockholders  may be deemed  to be  "underwriters"  within  the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

     The Common Stock is traded on the NYSE under the symbol "PFG". On March 23,
1998,  the last  reported sale price of the Common Stock as reported by the NYSE
was $29.50 per share.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
           ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is March 25, 1998.
TABLE OF CONTENTS

                                                                        Page

Available Information..................................................  2

Incorporation of Certain Documents by Reference........................  3

The Company............................................................  3

Use of Proceeds........................................................  4

Selling Stockholders...................................................  4

Plan of Distribution...................................................  7

Legal Matters..........................................................  7

      No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this Prospectus in connection with any offering
made hereby and, if given or made, such information or  representation  must not
be relied upon as having  been  authorized  by the Company or any other  person.
This  Prospectus  does not constitute an offer to sell or a  solicitation  of an
offer to buy, nor shall there be any offer to sell,  solicitation of an offer to
buy or sale of these securities by any person in any jurisdiction in which it is
unlawful for such person to make such offer,  solicitation or sale.  Neither the
delivery of this  Prospectus at any time nor any sale made hereunder shall under
any  circumstances  create any implication  that there has been no change in the
affairs of the Company since the date hereof or that the  information  contained
herein is correct as of any time subsequent to such date.

                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  may be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission  at its offices  located at
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional  offices located at 500 West Madison Street,  Suite 1400,
Chicago,  Illinois 60661,  and 7 World Trade Center,  13th Floor,  New York, New
York 10048.  Copies of such  material can also be obtained at  prescribed  rates
from the Public  Reference  Section of the  Commission at Judiciary  Plaza,  450
Fifth Street, N.W., Washington,  D.C. 20549. The Commission also maintains a Web
site  that  contains  reports,   proxy  and  information  statements  and  other
information  regarding registrants that file electronically with the Commission.
The address of such site is  http://www.sec.gov.  In addition,  the Common Stock
and the $3.375  Convertible  Preferred  Stock,  par value $.01 per share, of the
Company are traded on the NYSE, and the foregoing material is also available for
inspection at its offices at 20 Broad Street,  New York, New York 10005.

      This Prospectus  constitutes part of a Registration Statement filed by the
Company with the Commission  under the  Securities  Act. This  Prospectus  omits
certain of the information contained in the Registration Statement in accordance
with the rules and  regulations of the  Commission.  Reference is hereby made to
the  Registration  Statement and related  exhibits for further  information with
respect  to the  Company  and the  Common  Stock.  Statements  contained  herein
concerning the provisions of any documents are not necessarily  complete and, in
each  instance,  reference  is made to the  copy of such  document  filed  as an
exhibit to the  Registration  Statement or otherwise  filed with the Commission.
Each such  statement is qualified in its entirety by such  reference.  Copies of
the  Registration  Statement and the exhibits thereto are on file at the offices
of the Commission and may be

                                     2
obtained  upon  payment  of the  fee  prescribed  by the  Commission,  or may be
examined  without  change at the public  reference  facilities of the Commission
described above.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company's  Annual Report on Form 10-K for the year ended  December 31,
1996,  as amended by Form 10-K/A  (Amendments  Nos. 1, 2, 3 and 4), filed by the
Company with the Commission is incorporated herein by reference.

      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 are incorporated herein by reference.

      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, is incorporated herein by reference.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
or 15(d) of the Exchange Act after the date of this  Prospectus and prior to the
termination  of the  offering  shall be deemed to be  incorporated  by reference
herein and to be a part  hereof from the date of filing of such  documents.  Any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated  herein
by reference modifies or supersedes such statement. Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute  a part  of  this  Prospectus.  All  information  appearing  in  this
Prospectus  is  qualified  in its  entirety  by the  information  and  financial
statements  (including  notes thereto)  appearing in the documents  incorporated
herein by reference, except to the extent set forth in the immediately preceding
statement.

      The Company will provide  without  charge to each  person,  including  any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
which have been or may be incorporated herein by reference, except that exhibits
to such  documents  will not be provided  unless such exhibits are  specifically
incorporated by reference into such  documents.  Requests should be directed to:
PennCorp  Financial,  Inc.,  3 Bethesda  Metro  Center,  Suite  1600,  Bethesda,
Maryland, 20814, Attention: Investor Relations, telephone number (301) 656-1777.

                                   THE COMPANY

      The Company, through its operating subsidiaries, is a low cost provider of
life  insurance,  fixed  benefit  accident  and sickness  insurance  and annuity
products  throughout  the United States and Canada.  The Company's  products are
sold through several distribution channels,  including exclusive agents, general
agents and payroll  deduction  programs,  and are  targeted  primarily to middle
income individuals in rural and suburban areas.

      The  Company's  principal  executive  offices  are  located at 590 Madison
Avenue,  New York, New York 10022,  and its telephone  number is (212) 896-2700.
The Company's  insurance and related  support  operations are  headquartered  in
Raleigh, North Carolina and Dallas, Texas.

                                     3
USE OF PROCEEDS

      The Company will not receive any  proceeds  from the sale of the shares of
the  Company's  Common  Stock  by the  Selling  Stockholders  pursuant  to  this
Prospectus.

                              SELLING STOCKHOLDERS

      The following table sets forth the names of the Selling Stockholders,  the
aggregate  number of shares of Common Stock  beneficially  owned by each Selling
Stockholder  as of the date hereof and the aggregate  number of shares of Common
Stock  that  each  Selling  Stockholder  may  offer  and sell  pursuant  to this
Prospectus.  Because the Selling Stockholders may sell all, a portion or none of
their  shares of Common  Stock at any time and from time to time  after the date
hereof,  no  estimate  can be made of the number of shares of Common  Stock that
each Selling  Stockholder  may retain upon  completion  of the offering to which
this  Prospectus  relates.  Unless  otherwise  indicated,  each  of the  Selling
Stockholders  has sole  investment  and  voting  power  with  respect  to shares
beneficially owned.

                                    Number of
       Name of                 Number of Shares          Shares
 Selling Stockholder           Beneficially Owned     Registered(1)
 -------------------           ------------------     -------------

John Collins (2)                   10,250 (2)              3,500

J. Paul Edmondson (3)              10,439 (3)              3,189

Arthur Evans (4)                    8,750 (4)              2,500

Steven W. Fickes (5)              869,645 (5)            179,425

Charles Lubochinski (6)            41,707 (6)             17,107

Elizabeth Malone (7)                3,450 (7)              2,200

James P. McDermott (8)             41,699 (8)             17,266

Thomas A. Player (9)                8,642 (9)              2,514

Michael J. Prager (10)             47,618 (10)            23,068

Alice Robison (11)                  1,000 (11)             1,000

Kenneth Roman (12)                  9,439 (12)             1,979

Bruce W. Schnitzer (13)            44,190 (13)             1,987

Scott D. Silverman (14)            42,581 (14)            16,581

Maurice W. Slayton (15)             7,424 (15)             3,041

David C. Smith (16)                 9,815 (16)             2,355

Carol Spencer (17)                  1,052 (17)             1,000

David J. Stone (18)             1,435,578 (18)           141,466

-------------------
(1)  Represents  grants of Common Stock (a "Stock Award") that have been granted
     pursuant to the Plan.

                                     4
(2)  Mr.  Collins  became an  officer  of the  Company in  September  1996,  and
     currently  serves as a Vice President of the Company.  The number of shares
     of Common  Stock  indicated  as  beneficially  owned  consists of (i) 4,000
     shares of Common Stock owned of record by Mr. Collins and (ii) 6,250 shares
     of Common Stock subject to a presently exercisable stock option.

(3)  Mr.  Edmondson has been an officer of various  Company  subsidiaries  since
     January  1993,  and  currently  serves  as an  officer  of  various  of the
     Company's subsidiaries, including serving as President of Pennsylvania Life
     Insurance  Company.  The  number of shares of  Common  Stock  indicated  as
     beneficially  owned  consists of (i) 7,250  shares of Common Stock owned of
     record by Mr. Edmondson and (ii) 3,189 shares of restricted Common Stock.

(4)  Mr. Evans became an officer of the Company in September 1996, and currently
     serves as a Vice  President of the Company.  The number of shares of Common
     Stock  indicated  as  beneficially  owned  consists of (i) 2,500  shares of
     Common  Stock owned of record by Mr.  Evans and (ii) 6,250 shares of Common
     Stock subject to a presently exercisable stock option.

(5)  Mr. Fickes has served as Chief  Financial  Officer and as a director of the
     Company  since August 1990, as President  since March 21, 1996,  and a Vice
     Chairman of the Board from August 1990 until March 21, 1996.  The number of
     shares of Common Stock  indicated  as  beneficially  owned  consists of (i)
     192,726 shares of Common Stock owned of record by Mr. Fickes,  (ii) 179,425
     shares of  restricted  Common Stock,  (iii) 279,500  shares of Common Stock
     that may be  purchased  pursuant to  presently  exercisable  stock  options
     awarded to Mr. Fickes pursuant to his Employment  Agreement effective April
     15, 1996,  (iv) 173,160  shares of Common Stock which will be issued to Mr.
     Fickes on April 15, 2001,  in  consideration  for Mr.  Fickes'  interest in
     Knightsbridge  Capital,  L.L.C. and its related entities, (v) 43,106 shares
     of Common Stock held of record by Mr. Fickes' wife and (vi) 1,728 shares of
     Common Stock held of record by Mr. Fickes'  children.  Mr. Fickes disclaims
     beneficial ownership of Common Stock not held of record by him.

(6)  Mr.  Lubochinski  became an officer of the  Company  on May 18,  1993,  and
     currently  serves as a Senior Vice President of the Company.  The number of
     shares of Common Stock  indicated  as  beneficially  owned  consists of (i)
     22,000  shares of Common  Stock  owned of record by Mr.  Lubochinski,  (ii)
     7,107 shares of  restricted  Common  Stock,  (iii) 12,500  shares of Common
     Stock subject to a presently  exercisable stock option, and (iv) 100 shares
     of  Common  Stock  held  of  record  in a  trust  for  the  benefit  of Mr.
     Lubochinski's son.

(7)  Ms.  Malone  became an officer of the Company in March 1996,  and currently
     serves as a Vice  President of the Company.  The number of shares of Common
     Stock  indicated  as  beneficially  owned  consists of (i) 2,200  shares of
     Common  Stock  owned as of record by Ms.  Malone and (ii)  1,250  shares of
     Common Stock subject to a presently exercisable stock option.

(8)  Mr. McDermott became an executive officer of the Company in September 1995,
     and currently serves as a Senior Vice President of the Company.  The number
     of shares of Common Stock indicated as  beneficially  owned consists of (i)
     21,933 shares of Common Stock owned of record by Mr. McDermott,  (ii) 7,266
     shares of  restricted  Common Stock and (iii) 12,500 shares of Common Stock
     subject to a presently exercisable stock option.

(9)  Mr. Player has been a director of the Company since August 1990. The number
     of shares of Common Stock indicated as  beneficially  owned consists of (i)
     6,128  shares of Common  Stock  owned of record by Mr.  Player,  (ii) 1,987
     shares of restricted Common Stock and (iii) 527

                                     5
shares of Common Stock owned of record by Mr.  Player's  wife.  Mr.  Player
     disclaims beneficial ownership of Common Stock not held of record by him.

(10) Mr.  Prager became an executive  officer of the Company in September  1995,
     and  currently  serves as a Senior  Vice  President  and  Senior  Financial
     Officer of the Company.  The number of shares of Common Stock  indicated as
     beneficially  owned  consists of (i) 22,050 shares of Common Stock owned of
     record by Mr.  Prager,  (ii) 13,068 shares of  restricted  Common Stock and
     (iii)  12,500  shares of Common  Stock  subject to a presently  exercisable
     stock option.

(11) Ms.  Robison has been an employee of the Company since August 1992,  and is
     currently  employed in the Bethesda,  Maryland  office of the Company.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of 1,000 shares of Common Stock owned of record by Ms. Robison.

(12) Mr. Roman has been a director of the Company  since April 1993.  The number
     of shares of Common Stock indicated as  beneficially  owned consists of (i)
     7,987  shares of Common  Stock owned of record by Mr.  Roman and (ii) 1,452
     shares of restricted Common Stock.

(13) Mr.  Schnitzer  has been a director of the Company  since August 1990.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of (i) 23,497 shares of Common Stock owned of record by Mr. Schnitzer, (ii)
     18,706  shares  owned of  record  by  Magical  Corporation,  of  which  Mr.
     Schnitzer  is the sole owner and (iii) 1,987  shares of  restricted  Common
     Stock.

(14) Mr. Silverman became an executive officer of the Company in September 1995,
     and  currently  serves  as  Senior  Vice  President,  General  Counsel  and
     Secretary of the Company. The number of shares of Common Stock indicated as
     beneficially  owned  consists of (i) 23,500 shares of Common Stock owned of
     record by Mr.  Silverman,  (ii) 6,581 shares of restricted Common Stock and
     (iii)  12,500  shares of Common  Stock  subject to a presently  exercisable
     stock option.

(15) Mr.  Slayton has been a director  of the Company  since  August  1990.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of (i) 5,437 shares of Common Stock owned of record by Mr. Slayton and (ii)
     1,987 shares of restricted Common Stock.

(16) Mr.  Smith has been a director of the Company  since  September  1994.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of (i) 7,987  shares of Common  Stock owned of record  jointly by Mr. Smith
     and his wife and (ii) 1,828 shares of restricted Common Stock.

(17) Ms. Spencer has been an employee of the Company since February 1991, and is
     currently  employed in the Bethesda,  Maryland  office of the Company.  The
     number of shares of Common Stock indicated as  beneficially  owned consists
     of (i) 1,000 shares of Common Stock owned of record by Ms. Spencer and (ii)
     52 shares of Common  Stock owned of record  jointly by Ms.  Spencer and her
     spouse.

(18) Mr.  Stone has served as  Chairman  of the Board and as a  director  of the
     Company since its formation in 1989, as Chief Executive  Officer since July
     1, 1995,  as President  from July 1, 1995 until March 21, 1996 and as Chief
     Marketing  Officer from August 1990 until May 1993. The number of shares of
     Common Stock indicated as beneficially owned consists of (i) 520,647 shares
     of Common  Stock  held of  record  by Mr.  Stone,  (ii)  141,466  shares of
     restricted  Common Stock,  (iii) 279,500 shares of Common Stock that may be
     purchased pursuant to presently

                                     6
exercisable  stock options  awarded to Mr. Stone pursuant to his Employment
     Agreement  effective  April 15, 1996,  (iv) 173,160  shares of Common Stock
     which  will be issued to Mr. Stone on April 15, 2001, in consideration  for
     Mr.  Stone's  interest in  Knightsbridge  Capital,  L.L.C.  and its related
     entities  and (v)  320,805  shares  of Common  Stock  held of record by Mr.
     Stone's wife. Mr. Stone disclaims  beneficial ownership of Common Stock not
     held of record by him.

                              PLAN OF DISTRIBUTION

      The  shares  of Common  Stock may be sold from time to time to  purchasers
directly  by  any  of  the  Selling  Stockholders.  Alternatively,  the  Selling
Stockholders  may sell the  shares of Common  Stock in one or more  transactions
(which  may  involve  one or more  block  transactions)  on the  NYSE,  in sales
occurring  in  the  public  market  off  the  NYSE,  in  separately   negotiated
transactions,  or in a combination of such  transactions.  Each sale may be made
either at market  prices  prevailing  at the time of such sale or at  negotiated
prices;  some or all of the shares of Common Stock may be sold  through  brokers
acting on behalf of the  Selling  Stockholders  or to dealers for resale by such
dealers;  and in connection with such sales, such brokers or dealers may receive
compensation  in  the  form  of  discounts  or  commissions   from  the  Selling
Stockholders  and/or  the  purchasers  of such  shares  for whom they may act as
broker or agent (which  discounts or commissions  are not  anticipated to exceed
those customary in the types of transactions involved).  However, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 under the
Securities  Act  may be  sold  under  Rule  144  rather  than  pursuant  to this
Prospectus.  All  expenses  of  registration  incurred in  connection  with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling  Stockholders will be borne by each such
Selling Stockholder.  The Company will not receive any of the proceeds from such
sales.

      The Selling  Stockholders and any dealer participating in the distribution
of any of the shares of Common Stock or any broker  executing  selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

      In  order to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the shares of Common Stock will be sold only through  registered or
licensed  brokers or dealers.  In  addition,  in certain  states,  the shares of
Common Stock may not be sold unless they have been  registered  or qualified for
sale in such  state or an  exemption  from such  registration  or  qualification
requirement is available and is complied with.

      There is no assurance that any of the Selling  Stockholders  will sell all
or any portion of the shares of Common Stock offered hereby.

                                  LEGAL MATTERS

      The  validity of the Common  Stock has 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.

                                     7
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 Forms 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.

      The  420,178  shares  of Common  Stock  that  were  issued  as  restricted
securities  to be reoffered or resold  pursuant to this  Registration  Statement
were issued in transactions  completed without registration in reliance upon the
exemption  provided by Section 4(2) of the Securities Act for  transactions  not
involving a public offering.

Item 8.  Exhibits.

4.1  Third Restated  Certificate of Incorporation  of PennCorp  Financial Group,
     Inc.*

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  PennCorp  Financial  Group,  Inc.  1996 Stock Award and Stock  Option Plan.
     (Incorporated  by reference to the Company's Annual Report on Form 10-K for
     the year ended December 31, 1996).

4.7  Amendment Number One to the PennCorp Financial Group, Inc. 1996 Stock Award
     and Stock Option Plan.*

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

                                    II-4
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.

            (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.

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            PennCorp  Financial Group, Inc. 1996 Stock Award and Stock Option
               Plan.  (Incorporated  by reference to the Company's Annual Report
               on Form 10-K for the year ended December 31, 1996).

4.7            Amendment Number One to the PennCorp  Financial Group,  Inc. 1996
               Stock Award and Stock Option Plan.

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).