1
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                                        
                             WASHINGTON, D.C. 20549
                                        
                                    FORM 8-K
                                        
                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                                        
                                        
                                        
        Date of Report (Date of earliest event reported): April 1, 1998
                                        
                                        
                                 RISCORP, INC.
                           (Exact name of registrant
                          as specified in its charter)


     Florida                          0-27462                65-0335150
- -------------------------------------------------------------------------------
     (State or other                  (Commission            (I.R.S. Employer
     jurisdiction of                  File Number)           Identification No.)
     incorporation)


     One Sarasota Tower, Suite 608
     Sarasota, Florida                                       34236
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                (Zip Code)

                                        
       Registrant's telephone number, including area code: (941) 366-5015
                                        
                                        
                                      N/A
                              --------------------
         (Former name or former address, if changed since last report)
   2
     This document contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.
The words "believe", estimate", "intend," "anticipate", and similar expressions
and variations thereof identify certain of such forward-looking statements,
which speak only as of the dates on which they were made. The Company undertakes
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise. Readers are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those indicated in the forward-looking statements as a
result of various factors. Readers are cautioned not to place undue reliance on
these forward-looking statements.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

     Pursuant to an Asset Purchase Agreement dated June 17, 1997, by and among
the Company, its subsidiaries, and Zenith Insurance Company ("Zenith"), a
wholly owned subsidiary of Zenith National Insurance corp., the Company and its
subsidiaries sold substantially all their operating assets to Zenith. The
transaction was completed on April 1, 1998.

     The minimum purchase price for the transaction of $35 million was paid in
cash at closing. Zenith also assumed $15 million in debt. The final purchase
price will be the excess, if any, of the book value of the transferred assets
over the transferred liabilities assumed by Zenith at closing. Within 70 days
of closing, the Company's representatives are required to deliver to Zenith a
closing date balance sheet representing the audited statement of transferred
assets and transferred liabilities. Accordingly, until the Company's audited
balance sheet as of the closing date is completed and the necessary
calculations are agreed to by the parties, the final purchase price will not be
determined. the final purchase price, less the $35 million paid at closing,
will be payable in cash.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(b)     PRO FORMA FINANCIAL INFORMATION

        The Company is not filing with this initial report on Form 8-K the
        pro forma financial information relating to the asset disposition;
        however, the Company expects to file the required pro forma 
        financial information by amendment no later than June 15, 1998.

(c)     EXHIBITS

        2.1    Asset Purchase Agreement dated, June 17, 1997, among Zenith
               Insurance Company and RISCORP, Inc., RISCORP Management 
               Services, Inc., RISCORP of Illinois, Inc., Independent 
               Association Administrators Incorporated, RISCORP Insurance
               Services, Inc., RISCORP Management Care Services, Inc., 
               CompSource, Inc., RISCORP Real Estate Holdings, Inc., RISCORP
               Insurance Company, RISCORP West, Inc., RISCORP of Florida,
               Inc., RISCORP Insurance Company, RISCORP Services, Inc.,
               RISCORP Staffing Solutions Holding Inc., RISCORP Staffing
               Solutions, Inc. I, and RISCORP Staffing Solutions, Inc. II
               (incorporated by reference to the Company's Proxy Statement
               dated March 3, 1998).



                                      -2-
   3
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    RISCORP, INC.



                                    By:  /s/ Walter E. Riehemann
                                         ---------------------------------------
                                         Walter E. Riehemann
                                         Secretary and Treasurer


Dated: April 15, 1998



                                      -3-
   4
                                 EXHIBIT INDEX



NUMBER                        DESCRIPTION                                         PAGE
- ------                        -----------                                         ----
                                                                            
2.1             Asset Purchase Agreement, dated June 17, 1997, among
                Zenith Insurance Company and RISCORP, Inc., RISCORP Management
                Services, Inc., RISCORP of Illinois, Inc., Independent
                Association Administrators Incorporated, RISCORP Insurance
                Services, Inc., RISCORP Management Care Services, Inc.,
                CompSource, Inc., RISCORP Real Estate Holdings, Inc., RISCORP
                Insurance Company, RISCORP West, Inc.,  RISCORP of Florida, Inc.,
                RISCORP Insurance Company, RISCORP Services, Inc., RISCORP
                Staffing Solutions Holdings, Inc., RISCORP Staffing Solutions,
                Inc. I, and RISCORP Staffing Solutions, Inc. II, (incorporated
                by reference to the Company's Proxy Statement dated March 3,
                1998).