SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

                               (Amendment No. 3)*

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)

October 28, 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
Page 10 of 10

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
                  1,026,500

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  1,026,500

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  1,026,500

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

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  7.2%

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
                  1,026,500

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  1,026,500

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  1,026,500

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

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  7.2%

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
                  1,026,500

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  1,026,500

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  1,026,500

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

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  7.2%

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 October 29,
1999 and amends and  supplements  the  Schedule  13D dated  March 23,  1999,  as
amended (the "Schedule 13D").  Except as set forth herein,  the Schedule 13D, as
previously amended, is unmodified.

ITEM 4.  Purpose of Transaction

         On October 28, 1999,  Chapman Capital L.L.C. sent a letter to Walter L.
Revell,  Vice  Chairman  of the  Issuer,  proposing  that  the  Issuer  promptly
terminate its management  agreement with Phoenix  Management  Company,  Ltd. and
cease all  payments  to Phoenix  thereunder.  A copy of this  letter is attached
hereto as Exhibit B.

         Except as set forth above and as  previously  disclosed in the Schedule
13D, as of the date of this filing none of the  Reporting  Persons has any plans
or proposals, which relate to or would result in any of the actions set forth in
parts (a) through (j) of Item 4. Such  persons  may at any time  reconsider  and
change their plans or proposals relating to the foregoing.

ITEM 7.  Material to be Filed as Exhibits

         Letter from Chapman Capital L.L.C. to Walter L. Revell, Vice Chairman,
           Riscorp Inc.






                                   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:  October 29, 1999
                                            CHAP-CAP PARTNERS, L.P.

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


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


                                            CHAPMAN CAPITAL L.L.C.


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


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





                                    EXHIBIT B

                             CHAPMAN CAPITAL L.L.C.
                            Takeovers and Turnarounds




Robert L. Chapman, Jr.
Managing Member



                                                          October 28, 1999



Mr. Walter L. Revell



Vice Chairman, Riscorp Inc.
c/o HJ Ross Associates Inc.
3770 Southwest 8th Street #200
Coral Gables, FL  33134
(305) 567-1888 x 204

Via Airborne Express and Facsimile (305/567-1771)

Dear Mr. Revell,

         It was with much sorrow that I read of Mr. Fred  Dawson's  passing away
over the  weekend.  Despite  Chap-Cap  Partners'  complaint  with  regard to the
company's  financial  accounting  under  his  supervision,  he  seemed to expend
significant energy to assure the Zenith asset sale's  consummation.  I extend my
deepest sympathy to his friends and family during this very difficult time.

         Unfortunately,  I have felt for some time that the management agreement
(the  "Management  Agreement")  made and entered into as of February 18, 1998 by
and among the Phoenix Management Company,  Ltd.  ("Phoenix") and RISCORP,  Inc..
("Riscorp") was excessively  generous to Phoenix given the  micro-capitalization
of Riscorp,  the  extraordinary  amount of financial,  legal and accounting work
outsourced and paid for by Riscorp directly,  and the horrendous  performance of
the common  shares  since the  Management  Agreement  was  signed.  Not only has
Phoenix  been paid  $1,200,000.00  per year  free and  clear of  Riscorp-related
expenses (including reimbursing Phoenix for the legal and consulting services it
used to negotiate the Management  Agreement  itself!),  but the  1,725,000-share
stock and options grants (with  attendant tax benefits)  given to Phoenix stands
at multiples of that cash sum. This level of compensation cannot be justified by
any measure of  shareholder  value creation (post February 18, 1998) nor through
comparison to other insurance company or small-cap turnaround executives.

         To put the $1,200,000.00  into  perspective,  Maurice "Hank" Greenberg,
the   extraordinarily   successful  CEO  of  $150   billion-capitalization   and
$40-billion annual revenue American  International  Group, is paid $1,000,000.00
per year in a role that cannot be anything but the most  challenging and sizable
leadership position in all of the insurance  industry.  During the period of May
19, 1997  through  October 24,  1999 (the period over which both  Greenberg  and
Dawson  were  CEO's  of  their  respective  publicly-traded  companies),   AIG's
Greenberg led his company to a 95%  appreciation  in his stock  price/share  and
thus created over $50 billion in shareholder  value.  By comparison,  during the
same period Dawson's  leadership involved Riscorp's stock price/share falling by
over  50%  and  thus  saw  the  expulsion  of tens of  millions  of  dollars  in
shareholder value for a company with total  capitalization now standing at under
$100 million.

         In the Management Agreement, the parties thereto justified the enormous
sums being paid to Phoenix by stating that  Dawson's  role as a "crisis  manager
 ... demonstrated exceptional leadership and has significantly contributed to the
value that is expected  [emphasis added] to be available for distribution to the
shareholders  of Riscorp  following the sale to Zenith ..." At the time that the
Management Agreement was signed, the Board of Directors of Riscorp (the "Board")
apparently  was relying on the same financial  statements as Chap-Cap  Partners,
L.P.  was in early  1998,  in which  the book  value of  Riscorp  was  stated at
approximated  $4.50  per  share.  As we now  know  following  Arthur  Anderson's
uncontested  analysis,  the true book value was actually  over $50 million lower
than stated in Dawson's financial  statements,  the release of which information
over time has caused massive diminution in the value of Riscorp's equity shares.
Moreover,  Zenith's recent decision to add over $32 million in after-tax reserve
adjustments due primarily to Riscorp's  apparently  inadequate  reserves for the
years 1994 through 1997 would seem to indicate  that the true value of Riscorp's
equity may in fact have been  significantly  lower than Arthur Anderson's report
expressed.

         Given the facts above,  I think it is fair to say that Phoenix has been
more-than-fairly  compensated  for their  overseeing  the legal,  financial  and
accounting  outsourcing  work  that has been  billed  to  Riscorp  over the past
several years. The combination of two and a half years of $1.2  million/year (or
over $3 million) in cash  payments,  on top of lucrative  stock,  option and tax
benefits  exceeding this amount, can hardly be labeled as anything but excessive
given the stock's performance under Phoenix's management.

         Fred Dawson was a fine choice to lead the initial turnaround efforts of
Riscorp.  Before joining  Riscorp,  Fred Dawson had a "30-year track record as a
successful and highly  regarded  executive in the financial  services  business"
(quotes from company release following his hiring). He was also recognized as "a
man  of  ....  imposing  experience  and  reputation  as a  accomplished  senior
executive and industry leader". Dawson, who by the time of his unfortunate death
had almost as much  industry  experience  as Riehemann  had years of age, was an
attorney and served as CEO of Integon  Life, a $1.5  billion  insurance  holding
company with business lines in life and annuities, had served as CEO of Harcourt
General Insurance,  a $3.5 billion insurance holding company with business lines
in life, A&H, credit and annuities,  and as a Managing Director with Citibank in
charge of global  mergers  and  acquisitions.  Other  roles  included  executive
positions at Beneficial  Corporation's  and two commercial banks that he headed.
Just  before  joining  Riscorp,  Dawson  founded  a  company  focused  on crisis
management and shareholder value creation.

         Walter Riehemann's  limited experience  contrasts sharply with Dawson's
(as described above).  Riehemann,  on the other hand, has to his credit sporadic
associate  stints at three  different  law firms  between 1993 and 1995,  before
joining Riscorp four years ago as associate  general counsel.  I would be remiss
not to  mention  that it was  during  his  role as a legal  officer  of  Riscorp
(beginning August of 1995) that the company became embroiled in one of the worst
legal  scandals  ever seen by the  insurance  industry,  a scandal  so deep that
several  of  Riehemann's  close  business   associates  were  indicted  and  one
eventually  sentenced to prison time for  felonious  acts.  During his tenure at
Riscorp,  there has been no value creation  whatsoever and the company now finds
itself the subject of another class action lawsuit  (albeit  brought by Chap-Cap
Partners,  L.P.) involving the financial statements signed by Riehemann himself.
I think  that you will find that  Riehemann's  compensation  under his  previous
Employment  Agreement  (dated April 2, 1997) would more than  compensate him for
any consulting  role he would provide to the Board and the investment bank hired
to maximize shareholder value.

         With the Zenith  asset-sale  now closed and  Riscorp  left as a company
with  no  business  operations  requiring  management,  it is  fair  to say  the
specialized work assigned to Phoenix is now behind the company.  In fact, I must
emphasize that from the beginning of Phoenix's tenure, it served as nothing more
than an  indemnified  general  contractor  that the Board  enabled,  through the
Management  Agreement,  to earn $1,200,000.00 per year risk-free  (expenses were
paid out of Riscorp's  pocket).  In addition,  Phoenix received  enormous upside
should  they be able to  maintain  (as  none  was  created)  shareholder  value,
initially  with a blend of stock and options but later through  primarily  stock
after the Board, for reasons unknown to me and Chap-Cap Partners' legal counsel,
converted  what would now be  out-of-the-money  options (and thus  worthless) to
straight stock.

         With  Riscorp now being a company  requiring  simply a good  negotiator
(should it decide to  maximize  value in ways other than a simple  liquidation),
the obvious plan from here on out is to terminate the  Management  Agreement and
hire an investment  banking firm (and counsel) to maximize the shareholder value
of the company.  Phoenix, with all due respect to Dawson for his labors over the
past several years, is no longer needed.

         Given the facts that for all  intents-and-purposes  Phoenix  "was" Fred
Dawson  (given his  experience  cited  above),  and that  Section 7.4 (i) of the
Management  Agreement  allows  Riscorp to  terminate  the  Management  Agreement
following  Dawson's death,  Chapman  Capital  L.L.C.,  as the general partner of
Chap-Cap  Partners,  L.P.  (one of the top  five  owners  of  Riscorp's  Class A
shares),  is hereby  giving the Board  notice  that it would  appear to be sound
business   judgement  for  the  Board,  in  its  fiduciary   responsibility   to
shareholders,  to  exercise  its  rights  under  Section  7.5 of the  Management
Agreement and thus cease all payments to Phoenix immediately.

         Riscorp's net asset value is  essentially  its cash.  Thus, the Board's
responsibility is to protect, maintain, and if safely possible, earn a return on
the cash until Riscorp's  affairs are wound up.  Continuing  payments to Phoenix
under the  Management  Agreement  would in no way or form  serve  this  purpose.
Riehemann's serving as either a paid consultant or employee to Riscorp at a rate
of compensation  commensurate with his years practicing law would, of course, be
a reasonable use of the company's scarce resources ...  $100,000.00 per month is
not.

         Please  address  my  concerns   seriously.   I  would  appreciate  your
contacting me as soon as possible at (213)  895-4172 to discuss your thoughts on
this matter.

                                            Very truly yours,
                                            /s/ Robert L. Chapman
                                            Robert L. Chapman, Jr.