SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*

RISCORP, Inc.
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

767597107
(CUSIP Number)

Robert L. Chapman,  Jr., Chapman Capital,  L.L.C.,  Citicorp Center, 23rd Floor,
725 S. Figueroa Street, Los Angeles, California 90017 Tel: (213) 895-4172 (Name,
Address  and  Telephone  Number of Person  Authorized  to  Receive  Notices  and
Communications)

April 29, 1999
(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  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

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).







                                  SCHEDULE 13D


1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Chap-Cap Partners, L.P., a Delaware Limited Partnership

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

5. CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO ITEMS
   2(d) or 2(e) [ ]

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
                  985,500

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  985,500

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  985,500

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  6.91%

14.      TYPE OF REPORTING PERSON*
                  PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Chapman Capital L.L.C., a Delaware Limited Liability Company

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

5. CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO ITEMS
   2(d) or 2(e) [ ]

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
                  985,500

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  985,500

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  985,500

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  6.91%

14.      TYPE OF REPORTING PERSON*
                  OO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Robert L. Chapman, Jr.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

5. CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO ITEMS
   2(d) or 2(e) [ ]

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
                  985,500

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  985,500

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  985,500

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  6.91%

14.      TYPE OF REPORTING PERSON*
                  IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





         This  statement is filed  pursuant to Rule 13d-2(a) with respect to the
shares of common  stock (the "Common  Stock") of RISCORP,  Inc.  (the  "Issuer")
beneficially  owned by the Reporting Persons specified herein as of May 10, 1999
and amends and  supplements the Schedule 13D dated March 23, 1999 (the "Schedule
13D").  Except as set forth herein, the Schedule 13D, as previously  amended, is
unmodified.

ITEM 3.  Source and Amount of Funds or Other Consideration

The source and amount of funds  used by the  Reporting  Persons in making  their
purchases of the shares of Common Stock beneficially owned by them are set forth
below:

SOURCE OF FUNDS                                      AMOUNT OF FUNDS
Working Capital                                      $1,461,640.00

ITEM 5.  Interest in Securities of the Issuer

         (a) Together, the Reporting Persons beneficially own a total of 985,500
shares of Common Stock  constituting  6.91% of all of the outstanding  shares of
Common Stock.  The  percentage of shares of Common Stock  reported  beneficially
owned is based upon 14,258,671  shares of Common Stock  outstanding at March 19,
1999,  as reflected in the  Issuer's  Annual  Report on Form 10-K for the period
ended December 31, 1998, as filed with the Securities and Exchange Commission.

         (b) The  Reporting  Persons have the shared power to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
beneficially owned by them.

         (c) The following  transactions  were effected by the Reporting Persons
during the past sixty (60) days:

                                                    Approximate Price
                                                    per Share
                                   Amount of        (exclusive of
Date        Security               Shares Bought    commissions)

3/24/99  Class A Common              5,000           $1.31
3/24/99  Class A Common             10,000           $1.31
3/24/99  Class A Common             30,000           $1.13
3/25/99  Class A Common             15,000           $1.31
3/26/99  Class A Common              5,000           $1.22
3/26/99  Class A Common             25,000           $1.27
3/26/99  Class A Common             18,000           $1.16
3/26/99  Class A Common              5,000           $1.19
4/12/99  Class A Common             10,000           $1.41
4/12/99  Class A Common              5,000           $1.41
4/15/99  Class A Common             10,000           $1.47
4/21/99  Class A Common              5,000           $1.52
4/29/99  Class A Common             60,000           $1.47

         The above  transactions  were effected by the Reporting  Persons on the
OTC Bulletin Board.

         Other  than the  transactions  described  above and those  transactions
previously  reported on Schedule 13D, no other  transactions with respect to the
Common Stock were effected by the Reporting  Persons  during the past sixty (60)
days.

         (d) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends  from,  or the proceeds from the
sale of, the shares of Common Stock beneficially owned by the Reporting Persons.

         (e)      Not applicable.


                                   SIGNATURES

         After  reasonable  inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.

Dated:  May 10, 1999


                                            CHAP-CAP PARTNERS, L.P.

                                            By: Chapman Capital L.L.C.,
                                                     as General Partner


                                            By: /s/ Robert L. Chapman, Jr.
                                                     Robert L. Chapman, Jr.
                                                     Managing Member


                                            CHAPMAN CAPITAL L.L.C.


                                            By: /s/ Robert L. Chapman, Jr.
                                                     Robert L. Chapman, Jr.
                                                     Managing Member


                                            /s/ Robert L. Chapman, Jr.
                                                Robert L. Chapman, Jr.