WASHINGTON, D.C. 20549


                                 SCHEDULE 13E-3
                                (Amendment No. 3)

                        RULE 13e-3 TRANSACTION STATEMENT


                          THE SEIBELS BRUCE GROUP, INC.
                                (Name of Issuer)

                          THE SEIBELS BRUCE GROUP, INC.
                      (Name of Person(s) Filing Statement)

                          COMMON STOCK, $1.00 PAR VALUE
                         (Title of Class of Securities)


                      (CUSIP Number of Class of Securities)


       Bryan D. Rivers                                       Copies To:
Principal Accounting Officer
THE SEIBELS BRUCE GROUP, INC.                             Joseph D. Clark
1501 Lady Street (P.O. Box 1)                          Suzanne Hulst Clawson
   Columbia, SC 29201(2)                           Haynsworth Sinkler Boyd, P.A.
      (803) 748-2000                               1201 Main Street, 22nd Floor
                                                  Columbia, South Carolina 29201

(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices
            and Communications on Behalf of Person(s) Filing Statement)


This statement is filed in connection with (check the appropriate box):

(a)   /X/         The filing of  solicitation  materials  or an  information
                  statement  subject to Regulation  14A,  Regulation 14C or Rule
                  13e-3(c) under the Securities Exchange Act of 1934.
(b)   /_/         The filing of a registration statement under the Securities
                  Act of 1933.
(c)   /_/         A tender offer.
(d)   /_/         None of the above.

Check the following box if the  soliciting  materials or  information  statement
referred to in checking box (a) are preliminary copies: /_/

Check the following box if the filing is a final amendment reporting the results
of the transaction: /X/

                            CALCULATION OF FILING FEE

              Transaction Valuation(*)     Amount of Filing Fee
                   $2,109,432.00               $421.89

   *     Based on information from the Issuer's transfer agent and brokers,  the
         Issuer  estimates that its 1-for-1,000  share reverse split will result
         in 703,144  fractions  of a share for which the  Issuer  will pay $3.00
         each or an  aggregate  of  $2,109,432.00  (the "Total  Consideration").
         Pursuant to Rule 0-11(b) of the Exchange Act, the amount required to be
         filed with this Schedule  13E-3 equals  one-fiftieth  of one percent of
         the Total Consideration.

    /_/  Check  the box if any part of the fee is  offset  as  provided  by Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the form or schedule and the date of its filing.

Amount Previously Paid:

Form or Registration No.:
Schedule 14A

Filing Party:
The Seibels Bruce Group, Inc.
Date Filed:
November 17, 2003


     This  Amendment No. 3 to the Rule 13e-3  Transaction  Statement on Schedule
13E-3 (the "Schedule 13E-3") is being filed by THE SEIBELS BRUCE GROUP,  INC., a
South Carolina corporation (the "Company"),  in connection with the amendment to
the Company's articles of incorporation that provided for a reverse  1-for-1,000
share reverse stock split.
     The Schedule  13E-3 was initially  filed with the  Securities  and Exchange
Commission on November 17, 2003, Amendment No. 1 was filed on December 31, 2003,
and Amendment No. 2 was filed on January 28, 2004. This Amendment No. 3 is being
filed to report the results of the transaction.
     On February 27, 2004, the special  meeting of  shareholders  of the Company
was held at the time and  place  previously  called  as  reflected  in the proxy
statement.  At the special  meeting,  the  shareholders  approved  the  proposed
amendment to the articles of  incorporation  to effect the reverse  stock split.
The results of the vote were as follow:

                  Shares eligible to vote                     7,816,044
                  Shares voting in favor                      5,740,141
                  Shares voting against                         446,132
                  Shares abstaining                              22,223
                  Percent Eligible voting in favor                 73.4%

         The Articles of Amendment to the Articles of  Incorporation  were filed
with the  Secretary of State of South  Carolina on February  27,  2004,  and the
amendment  took effect at 11:59 p.m. on that date.  On February  27,  2004,  the
Company filed a Report on Form 8-K, which included as an Exhibit a press release
disclosing the results of the special meeting of shareholders.

         On  March  1,  2004,  the  Company  filed a  certification  on Form 15,
pursuant to Rules 12g-4 and 12h-3 promulgated under the Securities  Exchange Act
of 1934, as amended (the  "Exchange  Act"),  to provide notice of termination of
registration  of the  Company's  common  stock and to  immediately  suspend  all
reporting requirements under Sections 13 and 15(d) of the Exchange Act.


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.

                          THE SEIBELS BRUCE GROUP, INC.

                          By: /s/ Bryan D. Rivers
                             Bryan D. Rivers
                             Treasurer and Controller
Dated:   March 1, 2004