UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

SCPIE HOLDINGS INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

78402P 10 4

(CUSIP Number)

Mr. Joseph Stilwell

26 Broadway, 23^rd Floor

New York, New York 10004

Telephone: (212) 269-5800

with a copy to:

Spencer L. Schneider, Esq.

70 Lafayette Street

New York, New York 10013

Telephone: (212) 233-7400

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 7, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 78402P104

SCHEDULE 13D

Page 2 of 13 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Stilwell Value Partners III, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 950,100
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 950,100
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 950,100
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.92%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 78402P104

SCHEDULE 13D

Page 3 of 13 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Stilwell Value LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) n/a
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 950,100
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 950,100
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 950,100
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.92%
	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 78402P104

SCHEDULE 13D

Page 4 of 13 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Joseph Stilwell
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) n/a
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 950,100
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 950,100
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 950,100
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.92%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 78402P104

SCHEDULE 13D

Page 5 of 13 Pages

Item 1. Security and Issuer

This is the eleventh amendment ("Eleventh Amendment") to the original Schedule 13D filed on January 19, 2006 (the "Original Schedule 13D"), and amended on January 26, 2006 (the "First Amendment"), on February 8, 2006 (the "Second Amendment"), on May 22, 2006 (the "Third Amendment"), on August 4, 2006 (the "Fourth Amendment"), on October 10, 2006 (the "Fifth Amendment"), on December 14, 2006 (the "Sixth Amendment"), on October 16, 2007 (the "Seventh Amendment"), on October 19, 2007 (the "Eighth Amendment"), on November 5, 2007 (the "Ninth Amendment"), and on November 13, 2007 (the "Tenth Amendment"). This Eleventh Amendment is filed jointly by Stilwell Value Partners III, L.P., a Delaware limited partnership ("Stilwell Value Partners III"); Stilwell Value LLC, a Delaware limited liability company ("Stilwell Value LLC") and the general partner of Stilwell Value Partners III; and Joseph Stilwell, managing and sole member of Stilwell Value LLC. All of the filers of this Schedule 13D are collectively referred to as the "Group."

This statement relates to the common stock ("Common Stock") of SCPIE Holdings Inc. ("Issuer"). The address of the principal executive offices of Issuer is 1888 Century Park East, Los Angeles, California 90067. The joint filing agreement of the members of the Group is attached to the Original Schedule 13D as Exhibit 1.

Item 2. Identity and Background

(a)-(c) This statement is filed by Joseph Stilwell with respect to the shares of Common Stock held in the name of Stilwell Value Partners III in Mr. Stilwell’s capacity as the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners III.

The business address of Stilwell Value Partners III, Stilwell Value LLC and Mr. Stilwell is 26 Broadway, 23rd Floor, New York, New York 10004.

The principal employment of Mr. Stilwell is investment management. Stilwell Value Partners III is a private investment partnership engaged in the purchase and sale of securities for its own account. Stilwell Value LLC is in the business of serving as the general partner of Stilwell Value Partners III and other related entities.

(d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) Mr. Stilwell is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

The amount of funds expended by Stilwell Value Partners III to acquire the 6,500 shares of Common Stock acquired by the Group since the date of the Tenth Amendment is $176,800. Such funds were provided from Stilwell Value Partners III's working capital.

CUSIP No. 78402P104

SCHEDULE 13D

Page 6 of 13 Pages

Item 4. Purpose of Transaction

The Group is filing this Eleventh Amendment to report that on January 7, 2008, the Group notified the Issuer, pursuant to the advance notification provisions contained in the Issuer's bylaws, that the Group intends to nominate three individuals, including Joseph Stilwell, for election to the Issuer's board of directors at the Issuer's 2008 annual meeting of stockholders. A copy of the Group's notice of intent to nominate is attached as Exhibit 14 hereto.

The Group’s purpose in acquiring shares of Common Stock is to profit from their appreciation through the assertion of shareholder rights. To the extent that such conduct is not inconsistent with applicable laws or regulations, the Group may assert shareholder rights in the future with the intent to influence the policies of the Issuer. The Group does not believe the value of the Issuer’s assets is adequately reflected in the Common Stock’s current market price nor in the price of the proposed $28 per share cash acquisition of the Issuer.

On January 17, 2006, the Group gave advance notice of its intent to nominate three individuals to the Issuer’s board and requested the Issuer’s shareholder list. The Issuer failed to provide it, the Group sued and shortly after a court conference was scheduled, the Issuer agreed to comply with the Group’s request. The Group solicited proxies to elect its three nominees as directors at the Issuer's 2006 annual meeting of stockholders. At the Issuer’s annual meeting on June 22, 2006, the Issuer’s nominees were elected.

On December 14, 2006, the Issuer and members of the Group entered into a settlement agreement (the "SCPIE Settlement Agreement") whereby, among other things, the Issuer agreed to appoint Mr. Stilwell as a director of the Issuer effective January 15, 2007, to replace Donald P. Newell, who resigned from the Issuer's board as of the same date. The Issuer also agreed to nominate Mr. Stilwell at the 2007 annual meeting of stockholders for election to a three-year term on its board. In exchange, the Group agreed, among other things, to support the Issuer's slate of directors at the Issuer's annual stockholders meeting held in 2007, as well as those in 2008 and 2009 unless the SCPIE Settlement Agreement was terminated. Mr. Stilwell was appointed to the Issuer's Strategic Planning Committee effective January 15, 2007. A copy of the SCPIE Settlement Agreement is attached to the Sixth Amendment as Exhibit 11.

On October 16, 2007, Mr. Stilwell resigned from the Issuer’s board. A copy of the resignation letter is attached to the Seventh Amendment as Exhibit 12. On October 18, 2007, Mr. Stilwell wrote to the Issuer regarding what he believed to be false statements made by the Issuer’s CEO during an investor conference call in which the CEO stated that $28 per share was the highest offer made for the Issuer. The letter is attached to the Eighth Amendment as Exhibit 13.

The Group has filed preliminary proxy materials with the Securities and Exchange Commission for the solicitation of proxies from other shareholders in opposition to the proposed $28 per share cash acquisition of the Issuer. The Issuer has said it will hold a 2008 annual stockholders meeting if the proposed acquisition of the Issuer is not completed.

Since 2000, affiliates of the Group have filed Schedule 13Ds to report greater than 5% positions in twelve other publicly traded companies. For simplicity, we refer to these affiliates as the “Group”, “we”, “us”, or “our”. In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In each situation, we believed that the values of the companies’ assets were not adequately reflected in the market prices of their shares. The filings are described below.

CUSIP No. 78402P104

SCHEDULE 13D

Page 7 of 13 Pages

On May 1, 2000, we filed a Schedule 13D to report our position in Security of Pennsylvania Financial Corp. (“SPN”). We scheduled a meeting with senior management to discuss ways to maximize the value of SPN’s assets. On June 2, 2000, prior to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced SPN’s acquisition. We then sold our shares on the open market.

On July 7, 2000, we filed a Schedule 13D to report our position in Cameron Financial Corporation (“Cameron”). Thereafter we exercised our shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s list of shareholders, meeting with Cameron’s management, demanding that Cameron invite our representatives to join the board, writing to other Cameron shareholders to express our dismay with management’s inability to maximize shareholder value and publishing that letter in the local press. On October 6, 2000, Cameron announced its sale to Dickinson Financial Corp., and we sold our shares on the open market.

On January 4, 2001, we filed a Schedule 13D to report our position in Community Financial Corp. (“CFIC”). We reported that we acquired CFIC stock for investment purposes after CFIC announced the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries. On January 25, 2001, CFIC announced the sale of one of its remaining subsidiaries. We then announced our intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not sell the remaining subsidiary by then. On March 27, 2001, we wrote to CFIC confirming that CFIC had agreed to meet with one of our proposed nominees to the board. On March 30, 2001, before our meeting took place, CFIC announced its merger with First Financial Corporation, and we sold our shares on the open market.

On February 23, 2001, we filed a Schedule 13D to report our position in Montgomery Financial Corporation (“Montgomery”). On April 20, 2001, we met with Montgomery’s management, and suggested to them that they should maximize shareholder value by selling the institution. We also informed management that we would run an alternate slate of directors at the 2001 annual meeting unless Montgomery entered into a transaction. Eleven days after we filed our Schedule 13D, however, Montgomery’s board met and amended its bylaws to make it more difficult for us to run an alternate slate by limiting the pool of potential nominees to local persons with a banking relation and shortening the deadline to nominate an alternate slate. We located qualified nominees under the restrictive bylaw provisions and noticed our slate within the deadline. On June 5, 2001, Montgomery announced that it had hired a banker to explore a sale. On July 24, 2001, Montgomery announced its merger with Union Community Bancorp.

On June 14, 2001, we filed a Schedule 13D reporting our position in HCB Bancshares, Inc. (“HCBB”). On September 4, 2001, we reported that we had entered into a standstill agreement with HCBB, under which HCBB agreed to: (a) add a director selected by us, (b) consider conducting a Dutch tender auction, (c) institute annual financial targets, and (d) retain an investment banker to explore alternatives if it did not achieve the financial targets. On October 22, 2001, our nominee, John G. Rich, Esq., was named to the board. On January 31, 2002, HCBB announced a modified Dutch tender auction to repurchase 20% of its shares. Although HCBB’s outstanding share count decreased by 33% between the time of our original Schedule 13D and August 2003, HCBB did not achieve the financial target. On August 12, 2003, HCBB announced it had retained a banker to assist in exploring alternatives for maximizing shareholder value, including a sale. On January 14, 2004, HCBB announced its sale to Rock Bancshares Inc., and we sold our shares on the open market.

CUSIP No. 78402P104

SCHEDULE 13D

Page 8 of 13 Pages

On December 15, 2000, we filed a Schedule 13D reporting a position in Oregon Trail Financial Corp. (“OTFC”). In January 2001, we met with the management of OTFC to discuss our concerns that management was not maximizing shareholder value, and we proposed that OTFC voluntarily place our nominees on the board. OTFC rejected our proposal, and we announced our intention to solicit proxies to elect a board nominee. We demanded OTFC’s shareholder list, but they refused. We sued them in Baker County, Oregon, and the court ruled in our favor and sanctioned them. We also sued two OTFC directors alleging that one had violated OTFC’s residency requirement and that the other had committed perjury. Both suits were dismissed pre-trial but we filed an appeal in one suit and were permitted to re-file the other suit in state court. On August 16, 2001, we started soliciting proxies to elect Kevin D. Padrick, Esq. to the board. We argued in our proxy materials that OTFC should have repurchased its shares at prices below book value. OTFC announced the hiring of an investment banker. Then, the day after the 9/11 attacks, OTFC sued us in Portland and moved to invalidate our proxies; the court denied the motion and the election proceeded.

On October 12, 2001, OTFC’s shareholders elected our candidate by a 2-1 margin. In the five months after the filing of our first proxy statement (i.e., from August 1, 2001 through December 31, 2001), OTFC repurchased approximately 15% of its shares. On March 12, 2002, we entered into a standstill agreement with OTFC. They agreed to: (a) achieve annual targets for return on equity, (b) reduce their current capital ratio, (c) obtain advice from an investment banker regarding annual 10% stock repurchases, (d) re-elect our director to the board, (e) reimburse a portion of our expenses, and (f) withdraw their lawsuit. On February 24, 2003, OTFC and FirstBank NW Corp. announced their merger, and we disposed of substantially all of our shares on the open market.

On November 25, 2002, we filed a Schedule 13D reporting a position in American Physicians Capital, Inc. ("ACAP"). The Schedule 13D reported that on January 18, 2002, Michigan’s insurance department had approved our request to solicit proxies to elect two directors to ACAP’s board. On January 29, 2002, we noticed our intention to nominate two directors at the 2002 annual meeting. On February 20, 2002, we entered into a three-year standstill agreement with ACAP, providing for ACAP to add our nominee, Spencer L. Schneider, Esq., to its board. ACAP also agreed to consider using a portion of its excess capital to repurchase ACAP’s shares in each of the fiscal years 2002 and 2003 so that its outstanding share count would decrease by 15% for each of those years. In its 2002 fiscal year, ACAP repurchased 15% of its outstanding shares; these repurchases were highly accretive to per-share book value. On November 6, 2003, ACAP announced a reserve charge and that it would explore options to maximize shareholder value. It also announced that it would exit from the healthcare and workers’ compensation insurance businesses. ACAP then announced that it had retained Sandler O’Neill & Partners, L.P., to assist the board. On December 2, 2003, ACAP announced the early retirement of its President and CEO. On December 23, 2003, ACAP named R. Kevin Clinton its new President and CEO. On June 24, 2004, ACAP announced that after a diligent and thorough review and examination, it had decided that the best means to maximize shareholder value would be to continue to execute ACAP’s business strategy of shedding non-core businesses and to focus on its core business line in its core markets. We increased our holdings in ACAP, and we announced that we intended to seek additional board representation. On November 10, 2004, ACAP invited Mr. Stilwell to sit on the board, and we entered into a new standstill agreement. This agreement was terminated in November 2007, with our nominees remaining on ACAP’s board.

CUSIP No. 78402P104

SCHEDULE 13D

Page 9 of 13 Pages

On June 30, 2003, we filed a Schedule 13D reporting a position in FPIC Insurance Group, Inc. (“FPIC”). On August 12, 2003, Florida’s insurance department approved our request to buy more than 5% of FPIC’s shares, to solicit proxies to hold board seats, and to exercise shareholder rights. On November 10, 2003, FPIC invited our nominee, John G. Rich, Esq., to join the board and we signed a confidentiality agreement. On June 7, 2004, we disclosed that because FPIC’s management had taken steps increasing its market price to more adequately reflect its value, we disposed of our shares on the open market, decreasing our holdings below five percent.

On March 29, 2004, we filed a Schedule 13D reporting a position in Community Bancshares, Inc. ("COMB"). We disclosed our intention to meet with COMB's management and evaluate management's progress, and that we would likely support management if it effectively addressed COMB's challenges. On November 21, 2005, we amended our Schedule 13D and stated that although we believed that COMB's management had made good progress in resolving its regulatory issues, lawsuits, problem loans, and non-performing assets, COMB's return on equity was substantially below average, its return on equity would be likely to remain below average for the foreseeable future, and it should therefore be sold. On November 21, 2005, we also stated that if COMB did not announce a sale before our deadline to solicit proxies for the next annual meeting, we would solicit proxies to elect our own slate. On January 6, 2006, we disclosed the names of our three board nominees. On May 1, 2006, COMB announced its sale to The Banc Corporation, and we sold our shares on the open market.

On June 20, 2005, we filed a Schedule 13D reporting a position in Prudential Bancorp, Inc. of Pennsylvania ("PBIP"). Most of PBIP’s shares are held by the Prudential Mutual Holding Company (the "MHC"), which is controlled by PBIP's board. The MHC controls most corporate decisions coming up for a shareholder vote, such as the election of directors. But regulations promulgated by the FDIC previously barred the MHC from voting on PBIP's management stock benefit plans, and PBIP's IPO prospectus indicated that the MHC would not vote on the plans. We announced in August 2005 that we would solicit proxies to oppose adoption of the plans as a referendum to place Mr. Stilwell on the board. PBIP decided not to put the plans up for a vote at the 2006 annual meeting. In December 2005, we solicited proxies to withhold votes on the election of directors as a referendum to place Mr. Stilwell on the board. At the 2006 annual meeting, 71% of PBIP's voting public shares were withheld from voting on management's nominees.

On April 6, 2006, PBIP announced that in the summer of 2005, just after we had filed our Schedule 13D, it had secretly solicited a letter from an FDIC staffer (which it had not disclosed to the public) that the MHC would be allowed to vote in favor of the plans. PBIP also announced a special meeting to vote on the plans. We alerted the Board of Governors of the Federal Reserve System (the "Fed") about this announcement, and PBIP was directed to seek Fed approval before adopting the plans. On April 19, 2006, PBIP postponed the special meeting. The Fed subsequently followed the FDIC's position in September 2006. In December 2006, we solicited proxies to withhold votes on the election of PBIP’s nominees for director at its 2007 annual meeting. At the meeting, 75% of PBIP's voting public shares were withheld. Also during the annual meeting PBIP’s President and Chief Executive Officer, in response to a question posed by Mr. Stilwell, was unable to state the meaning of per share return on equity. On March 7, 2007, we disclosed that we were publicizing the results of PBIP’s meetings and its directors’ unwillingness to hold a democratic vote on the stock benefit plans by placing billboard advertisements throughout Philadelphia.

CUSIP No. 78402P104

SCHEDULE 13D

Page 10 of 13 Pages

On October 4, 2006, we sued PBIP, the MHC, and the directors of PBIP and the MHC in federal court in Philadelphia seeking an order to prevent the MHC from voting in favor of the plans. On August 15, 2007, the court dismissed some claims, but trial on our remaining cause of action against the MHC as majority shareholder of PBIP for breach of fiduciary duty is scheduled for April 2008. In December 2007, we filed proxy materials for the solicitation of proxies to withhold votes on the election of PBIP's nominees for director at its 2008 annual meeting.

On July 27, 2006, we filed a Schedule 13D reporting a position in Roma Financial Corp. ("Roma"). Nearly 70% of Roma’s shares are held by a mutual holding company (like PBIP) controlled by Roma’s board. In April 2007, we engaged in a proxy solicitation at Roma's first annual meeting of stockholders urging Roma's stockholders to withhold their vote from election of management's slate of director nominees. Roma did not put their stock benefit plans up for a vote at that meeting, at which management's nominees were elected. We met with Roma management. In the four months since Roma became eligible to repurchase its shares, Roma announced and substantially completed repurchases of 15% of its publicly held shares, which were accretive to shareholder value. In our judgment, management came to understand the importance of proper capital allocation. Accordingly, on November 21, 2007, we amended our Schedule 13D to report that we were satisfied with management’s shareholder-friendly actions and that our holdings declined beneath five percent, and based on this we intended to support management.

On November 5, 2007, we filed a Schedule 13D reporting a position in Northeast Community Bancorp, Inc. ("NECB"). A majority of NECB’s shares are held by a mutual holding company (like PBIP and Roma) controlled by NECB’s board. We plan to request a meeting with management and then formulate further plans.

Except as noted in this Eleventh Amendment, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 9,581,333, reported as of November 7, 2007, in the Issuer’s Form 10-Q for the quarter ended September 30, 2007.

(A)	Stilwell Value Partners III

(a)

Aggregate number of shares beneficially owned: 950,100

Percentage: 9.92%

(b)

1. Sole power to vote or to direct vote: 0

2. Shared power to vote or to direct vote: 950,100

3. Sole power to dispose or to direct the disposition: 0

4. Shared power to dispose or to direct disposition: 950,100

CUSIP No. 78402P104

SCHEDULE 13D

Page 11 of 13 Pages

(c)

Since the filing of the Tenth Amendment, Stilwell Value Partners III has purchased 6,500 shares of Common Stock for $176,800 in open market transactions. The details of the transactions are set forth below:

Trade Date	No. of Shares	Price Per Share	Total Cost
12/5/07	6,500	$27.20	$176,800

(d)

Because he is the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners III, Mr. Stilwell has the power to direct the affairs of Stilwell Value Partners III, including the voting and disposition of shares of Common Stock held in the name of Stilwell Value Partners III. Therefore, Mr. Stilwell is deemed to share voting and disposition power with Stilwell Value Partners III with regard to those shares of Common Stock.

(B)	Stilwell Value LLC

(a)

Aggregate number of shares beneficially owned: 950,100

Percentage: 9.92%

(b)

1. Sole power to vote or to direct vote: 0

2. Shared power to vote or to direct vote: 950,100

3. Sole power to dispose or to direct the disposition: 0

4. Shared power to dispose or to direct disposition: 950,100

(c)

Stilwell Value LLC has made no purchases of Common Stock.

(d)

Because he is the managing and sole member of Stilwell Value LLC, Mr. Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of Stilwell Value Partners III. Therefore, Stilwell Value LLC may be deemed to share with Mr. Stilwell voting and disposition power with regard to the shares of Common Stock held by Stilwell Value Partners III.

(C)	Joseph Stilwell

(a)

Aggregate number of shares beneficially owned: 950,100

Percentage: 9.92%

(b)

1. Sole power to vote or to direct vote: 0

2. Shared power to vote or to direct vote: 950,100

3. Sole power to dispose or to direct the disposition: 0

4. Shared power to dispose or to direct disposition: 950,100

(c)

Mr. Stilwell has made no purchases of shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the Joint Filing Agreement filed as Exhibit 1 to the Original Schedule 13D and as described below or in Item 4 hereof, there are no contracts, arrangements, understandings or relationships in effect among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of Issuer, including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or

CUSIP No. 78402P104

SCHEDULE 13D

Page 12 of 13 Pages

calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC and Joseph Stilwell, in their capacities, respectively, as general partner of Stilwell Value Partners III and managing and sole member of Stilwell Value LLC, as described in the Original Schedule 13D, are entitled to an allocation of a portion of profits.

See Items 1 and 2 above regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
1	Joint Filing Agreement^(a)
2	Powers of Attorney, dated January 10, 2006^(a)
3	Notice of Intent to Nominate, dated January 17, 2006^(a)
4	Shareholder List Demand, dated January 17, 2006^(a)
5	Nominee and Stock Option Agreements with Gregory Noonan, dated January 9, 2006^(a)
6	Nominee and Stock Option Agreements with Spencer L. Schneider, dated January 9, 2006^(a)
7	Nominee Agreement with Enrico Sarli, dated January 9, 2006^(a)
8	Complaint filed in Delaware Chancery Court on January 25, 2006^(b)
9	Stipulation and Order filed in Delaware Chancery Court on February 3, 2006^(c)
10	Letter to Elizabeth Murphy, dated August 1, 2006^(d)
11	Settlement Agreement between the Issuer and members of the Group dated December 14, 2006^(e)
12	Letter from Joseph Stilwell dated October 16, 2007^(f)
13	Letter from Joseph Stilwell dated October 18, 2007^(g)
14	Notice of Intent to Nominate, dated January 7, 2008

_____________________________

^(a) Filed with Original Schedule 13D

^(b) Filed with First Amendment

^(c) Filed with Second Amendment

^(d) Filed with Fourth Amendment

^(e) Filed with Sixth Amendment

^(f) Filed with Seventh Amendment

^(g) Filed with Eighth Amendment

CUSIP No. 78402P104

SCHEDULE 13D

Page 13 of 13 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January 8, 2008

		STILWELL VALUE PARTNERS III, L.P.

		By:	STILWELL VALUE LLC
			General Partner

		/s/ Joseph Stilwell
		By:	Joseph Stilwell
			Managing and Sole Member

		STILWELL VALUE LLC

		/s/ Joseph Stilwell
		By:	Joseph Stilwell Managing and Sole Member

		JOSEPH STILWELL

		/s/ Joseph Stilwell
		Joseph Stilwell

Exhibit 14

STILWELL VALUE PARTNERS III, L.P.

26 Broadway, 23^rd Floor

New York, New York 10004

(212) 269-5800

January 7, 2008

By Federal Express, US Certified Mail, and Facsimile

SCPIE Holdings Inc.

1888 Century Park East

Los Angeles, California 90067

Attention: Joseph P. Henkes, Corporate Secretary

Notice of Intent to Nominate

Dear Corporate Secretary:

This letter constitutes a notice of intent by Stilwell Value Partners III, L.P. (“Stilwell Value Partners III”) to nominate three (3) persons for election as directors of SCPIE Holdings Inc. (the “Corporation”) at the 2008 Annual Meeting of Stockholders of the Corporation (the “Annual Meeting”). This notice is being provided to you pursuant to Section 12 of the Corporation’s Bylaws. As of the date hereof, Stilwell Value Partners III is the record shareholder of 100 shares of common stock (the “Common Stock”) of the Corporation, and beneficially owns 950,100 shares or 9.92% of the Common Stock of the Corporation. Stilwell Value Partners III’s address, as it appears on the Corporation’s books, is 26 Broadway, 23^rd Floor, New York, New York 10004.

Stilwell Value Partners III hereby notifies the Corporation pursuant to Section 12 of the Corporation’s Bylaws that it intends to nominate Gregory Noonan, Spencer L. Schneider and Joseph Stilwell (each, a “Nominee” and together, the “Nominees”) for election to the Board of Directors of the Corporation at the Annual Meeting and that such nominations will be made by a duly authorized agent and proxy of Stilwell Value Partners III present in person at the Annual Meeting. As required by Section 12 of the Corporation’s Bylaws, also enclosed is the written consent of each Nominee to be named in Stilwell Value Partners III’s proxy statement and to serve as a director of the Corporation if elected. Stilwell Value Partners III is part of a group that intends to deliver a proxy statement and form of proxy to holders of at least a majority of the Corporation’s outstanding Common Stock.

Set forth below is certain information regarding the Nominees required by Section 12 of the Corporation’s Bylaws. The information contained herein responds fully to all of the requirements of Section 12. In certain instances in which a disclosure item is not applicable or no dis

closure is required to be made pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no response has been provided below.

The following information is based upon information provided by the Nominees, which they have certified as being correct:

A.	Name, Age, Business Address and Residence Address

Name	Age	Business Address	Residence Address
Gregory Noonan	49	110 E. 59^th Street New York, NY 10022	26 Inverness Court White Plains, NY 10605
Spencer L. Schneider	47	70 Lafayette Street New York, NY 10013	10 Waterside Plaza New York, NY 10010
Joseph Stilwell	46	26 Broadway New York, NY 10004	480 Route 164 Patterson, NY 12563

B.	Principal Occupation or Employment at Present and For Past Five Years

Gregory Noonan: Mr. Noonan is a member of the Bar of the State of New York. He focused on tax law in law school and holds an undergraduate accounting degree. From 1984 through 2001, he was employed by Prudential Securities Inc., New York, NY. He was employed from 2002 through 2003 by Cantor Fitzgerald & Co., a securities brokerage firm. He retired in 2003 and on February 14, 2006, re-joined Cantor Fitzgerald & Co., New York, NY, in a supervisory compliance position. Mr. Noonan is an investor in funds managed by Mr. Stilwell. He is not employed by any parent, subsidiary or other affiliate of the Corporation.

Spencer L. Schneider: From 1989 through the present, Mr. Schneider has been engaged in the private practice of law in New York, NY, where he is a member of the Bar. His practice includes corporate law, securities law, litigation and real estate. He has been a member of the Board of Directors of American Physicians Capital, Inc. (“ACAP”) since 2002, shortly after its second reserve write-down. After he became a director, the ACAP Board directed management to discontinue its workers’ compensation expansion. Then, the Board directed ACAP to leave non-core professional liability states (such as Florida) and to exit healthcare and workers’ compensation altogether. Mr. Schneider assisted in the early retirement of ACAP’s former CEO. Mr. Schneider is a member of the Bar of the State of New York. He is not employed by any parent, subsidiary or other affiliate of the Corporation.

Joseph Stilwell: Mr. Stilwell has acted as a private investment manager overseeing the Stilwell Group of funds since 1993. Mr. Stilwell received a Bachelor of Science in Economics from The Wharton School, University of Pennsylvania. He is a member of the Board of Directors of ACAP. He was a member of the Board of Directors of the Corporation from January 15, 2007 until his resignation on October 17, 2007. During that period, Mr. Stilwell was paid $62,291.66 in fees as a director of the Corporation. He is the sole and managing member of Stilwell Value LLC, which is the general partner of Stilwell

Value Partners III. He is not employed by any parent, subsidiary or other affiliate of the Corporation.

C.	Shares Owned Either Beneficially or Of Record

Except as described in Item D below and in the following paragraph, during the past two years, none of the Nominees has beneficially, or of record, owned any shares of Common Stock.

Set forth below are the dates and amounts of purchases and sales of shares of Common Stock by Stilwell Value Partners III (or any affiliate) which are deemed to be beneficially held by Mr. Stilwell. All purchases and sales of shares of Common Stock were made in open market transactions on the New York Stock Exchange.

Purchases

Trade Date	No. of Shares	Price Per Share ($)	Total Cost ($)
11/02/05	2,000	15.18	30,360.00
11/03/05	21,900	15.26	334,137.06
11/04/05	2,000	15.83	31,653.00
11/07/05	1,200	16.50	19,800.00
11/11/05	3,800	17.32	65,816.00
11/15/05	1,500	17.23	25,846.05
11/16/05	5,500	18.00	98,980.20
11/17/05	6,700	18.15	121,605.00
11/18/05	15,000	19.49	292,405.50
11/21/05	50,000	20.04	1,002,180.00
11/22/05	15,100	20.03	302,434.88
11/23/05	20,000	20.18	403,606.00
11/25/05	20,500	20.18	413,755.60
11/28/05	15,000	19.99	299,787.00
11/29/05	50,000	20.32	1,016,035.00
11/30/05	800	20.48	16,384.00
12/01/05	38,100	21.00	800,214.30
12/05/05	12,000	21.01	252,074.40
12/06/05	8,000	20.95	167,564.80
12/07/05	50,300	20.95	1,053,860.45
12/09/05	63,300	21.25	1,345,125.00
12/19/05	12,500	20.63	257,815.00
12/20/05	1,900	20.89	39,690.05
12/21/05	10,000	20.89	208,850.00
12/21/05	2,700	20.92	56,495.88
12/22/05	8,100	21.02	170,256.33
12/23/05	4,200	21.00	88,192.86
12/27/05	12,500	20.98	262,232.50
12/28/05	5,400	21.00	113,400.00
12/29/05	2,000	20.87	41,745.00
12/29/05	1,200	20.94	25,131.96
12/30/05	7,800	20.80	162,219.72
12/30/05	100	20.54	2,053.50

01/03/06	8,000	21.14	169,108.00
01/04/06	8,000	21.86	174,854.40
01/05/06	8,000	21.81	174,480.00
01/06/06	8,000	22.50	180,000.00
01/09/06	95,000	23.08	2,192,600.00
01/19/06	7,600	23.88	181,488.00
02/16/06	1,400	22.50	31,500.00
02/17/06	400	22.37	8,948.00
02/21/06	1,400	22.54	31,556.00
02/22/06	1,000	22.98	22,980.00
02/23/06	100	22.95	2,295.00
02/24/06	5,200	22.99	119,548.00
02/27/06	2,100	22.88	48,048.00
02/28/06	2,100	22.62	47,502.00
03/01/06	5,400	22.04	119,016.00
03/02/06	5,600	21.30	119,280.00
03/03/06	3,000	21.99	65,970.00
05/11/06	500	23.00	11,500.00
05/12/06	4,100	22.88	93,808.00
05/15/06	9,300	22.01	204,693.00
05/16/06	35,200	20.63	726,028.16
05/17/06	12,300	20.68	254,364.00
05/18/06	9,800	22.50	220,538.22
05/19/06	1,500	22.27	33,412.05
05/23/06	3,700	22.99	85,058.93
05/24/06	200	22.89	4,577.00
06/09/06	500	23.00	11,500.00
06/21/06	6,800	22.93	155,904.28
06/22/06	3,400	22.93	77,960.98
06/23/06	2,300	22.96	52,810.07
07/05/06	3,800	22.88	86,956.92
07/06/06	300	22.96	6,888.99
07/07/06	2,100	23.65	49,662.06
07/10/06	4,500	23.49	105,714.00
07/11/06	3,200	22.88	73,228.16
07/12/06	1,900	22.95	43,598.92
07/14/06	2,500	22.41	56,013.00
07/17/06	2,400	22.54	54,106.08
07/18/06	2,900	22.91	66,427.11
07/19/06	3,000	23.00	68,991.90
07/20/06	1,600	22.88	36,608.96
07/21/06	2,700	22.76	61,456.59
07/24/06	1,800	23.04	41,477.04
07/25/06	3,700	23.11	85,525.13
07/26/06	2,800	23.03	64,480.92
07/27/06	2,100	22.79	47,851.02
07/28/06	4,100	23.16	94,955.18
07/31/06	2,300	22.97	52,839.97
08/01/06	1,700	22.69	38,577.93

08/02/06	5,600	23.03	128,987.04
08/03/06	1,600	22.88	36,600.00
08/04/06	2,200	22.92	50,414.10
08/07/06	1,500	22.69	34,036.05
08/08/06	4,100	21.96	90,017.14
08/09/06	5,100	22.99	117,243.90
08/10/06	1,500	22.49	33,739.95
08/11/06	1,300	22.33	29,029.00
08/14/06	2,300	23.01	52,923.92
08/15/06	4,400	23.22	102,153.04
08/16/06	2,300	23.40	53,822.07
08/17/06	1,900	23.41	44,479.00
08/18/06	1,200	23.77	28,521.96
08/21/06	1,900	23.87	45,344.07
08/22/06	3,300	23.78	78,460.14
08/23/06	1,000	23.32	23,322.00
08/24/06	2,400	23.00	55,189.92
08/25/06	900	23.05	20,748.96
08/28/06	800	23.08	18,465.04
08/29/06	7,500	23.16	173,667.00
08/30/06	3,300	23.82	78,621.84
08/31/06	2,600	23.91	62,164.96
09/01/06	1,500	24.05	36,078.00
09/05/06	1,100	23.90	26,288.02
09/06/06	2,000	23.45	46,891.00
09/07/06	2,100	23.30	48,932.10
09/08/06	400	23.45	9,378.00
09/11/06	1,100	23.12	25,432.00
09/12/06	2,100	23.87	50,127.00
09/14/06	300	24.22	7,266.00
09/15/06	5,100	24.76	126,276.00
09/18/06	1,000	24.38	24,380.00
09/19/06	2,900	24.38	70,702.00
09/20/06	1,800	25.40	45,727.02
09/22/06	1,900	23.67	44,973.00
09/25/06	1,400	23.61	33,054.00
10/02/06	1,800	22.99	41,382.00
12/15/06	3,900	25.96	101,244.00
12/18/06	5,500	26.00	143,000.00
12/19/06	1,800	25.95	46,710.00
11/02/07	25,000	27.97	699,250.00
11/02/07	35,000	27.75	971,250.00
11/07/07	25,000	27.50	687,500.00
12/05/07	6,500	27.20	176,800.00

Totals	960,300		12,412,749.44

Sales

Trade Date	No. of Shares	Price Per Share ($)	Total Cost ($)
11/17/05	2,000	18.34	36,680.00
12/08/05	5,700	21.04	119,928.00
06/13/06	2,500	22.07	55,173.00

Totals	10,200		156,608.00

D.	Interest of Certain Persons in Matters to be Acted Upon

None of the Nominees is, or has been, within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. None of the Nominees or any of their associates has any arrangement or understanding with any person with respect to any future employment with the Corporation or its affiliates or with respect to any future transactions to which the Corporation or any of its affiliates will or may be a party.

E. Other information that is required to be disclosed in a solicitation of proxies for the election of directors, or is otherwise required, pursuant to Regulation 14A under the Exchange Act.

Directorships of Other Publicly Owned Companies

Messrs. Schneider and Stilwell are currently members of the Board of Directors of American Physicians Capital, Inc., which has a class of equity securities registered under the Exchange Act. Mr. Noonan is not currently a director of any corporation, partnership or other entity that has a class of equity securities registered under the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Material Proceedings Adverse to the Corporation

There are no material proceedings to which any Nominee or any of their associates is a party adverse to the Corporation or any of its subsidiaries. In addition, no Nominee or any of their respective associates, has a material interest adverse to the Corporation or any of its subsidiaries.

Positions or Offices with the Corporation

None of the Nominees is an officer of the Corporation.

Transactions in Stock of the Corporation

Except for the transactions listed above in C, none of the Nominees has had any transactions in the Common Stock of the Corporation.

Arrangements or Understandings with Other Persons

None of the Nominees or any of their associates has any arrangement or understanding with any person with respect to any future employment with the Corporation or its affiliates or with respect to any future transactions to which the Corporation or any of its affiliates will or may be a party.

Absence of any Family Relationships

None of the Nominees has any family relationship with any director or officer of the Corporation. In addition, there is no family relationship among any of the Nominees.

Absence of Involvement in Certain Legal Proceedings

There are no matters with respect to any Nominee required to be disclosed under Item 401(f) of Regulation S-K, or Item 5(b)(1)(iii) of Schedule 14A.

Absence of Certain Transactions or Relationships

There are no matters with respect to any Nominee required to be disclosed under Items 404(a) or 404(c) of Regulation S-K. No Nominee has any relationship described in Section 303A.02(b) of the NYSE Listed Company Manual relating to director independence.

Section 16 Compliance

No Nominee is currently required to file reports under Section 16 of the Exchange Act with respect to the Common Stock.

	Sincerely,

	STILWELL VALUE PARTNERS III, L.P.

	/s/ Joseph Stilwell
	Joseph Stilwell Sole and Managing Member of Stilwell Value LLC, General Partner of Stilwell Value Partners III, L.P.

CONSENT OF PROPOSED NOMINEE

I, Spencer Schneider, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2008 Annual Meeting of Stockholders of SCPIE Holdings Inc. and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

		/s/ Spencer Schneider
		Spencer Schneider

Dated:	January 7, 2008

CONSENT OF PROPOSED NOMINEE

I, Gregory Noonan, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2008 Annual Meeting of Stockholders of SCPIE Holdings Inc. and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

		/s/ Gregory Noonan
		Gregory Noonan

Dated:	January 3, 2008

CONSENT OF PROPOSED NOMINEE

I, Joseph Stilwell, hereby consent to be named in the proxy statement of Stilwell Value Partners III, L.P. and its affiliates to be used in connection with its solicitation of proxies from the shareholders of SCPIE Holdings Inc. for use in voting at the 2008 Annual Meeting of Stockholders of SCPIE Holdings Inc. and I hereby consent and agree to serve as a director of SCPIE Holdings Inc. if elected at such Annual Meeting.

		/s/ Joseph Stilwell
		Joseph Stilwell

Dated:	January 7, 2008