FORM 10-Q

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark one)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

         OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from               to

Commission file number   0-27462

                                  RISCORP, INC.
             (Exact name of registrant as specified in its charter)

                  FLORIDA                                 65-0335150
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

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

                                 (941) 366-5015
                                ----------------
                         (Registrant's telephone number,
                              including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No .

Number of shares outstanding of the issuer's Common Stock:

                           Class                  Outstanding at April 30, 2000
                           -----                  -----------------------------
         Class A Common Stock, $.01 par value            14,258,671
         Class B Common Stock, $.01 par value            24,334,443




                                       1
<PAGE>




                                      INDEX



<TABLE>
<CAPTION>
                                                                                                          Page No.

Part I     Financial Information

           Item 1.         Financial Statements

<S>                                                                                                    <C>
                           Consolidated Balance Sheets -
                               March 31, 2000 and December 31, 1999                                          3

                           Consolidated Statements of Operations -
                               For the three months ended March 31, 2000 and 1999                            4

                           Consolidated Statements of Cash Flows -
                               For the three months ended March 31, 2000 and 1999                            5

                           Consolidated Statements of Comprehensive Loss                                     6
                               For the three months ended March 31, 2000 and 1999

                           Notes to Consolidated Condensed Financial Statements                          7 - 9


           Item 2.         Management's Discussion and Analysis of Financial                           11 - 14
                           Condition and Results of Operations


Part II    Other Information

           Item 1.         Legal Proceedings                                                           15 - 17

           Item 2.         Changes to Securities                                                            17

           Item 3.         Defaults Upon Senior Securities                                                  17

           Item 4.         Submission of Matters to a Vote of Security Holders                              17

           Item 5.         Other Information                                                                17

           Item 6.         Exhibits and Reports on Form 8-K                                                 17


                           Signatures                                                                       18


</TABLE>




                                       2
<PAGE>




Part I   Financial Information
Item 1.  Financial Statements

                         RISCORP, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                 (in thousands, except share and per share data)


<TABLE>
<CAPTION>
                                                                                            March 31        December 31
                                                                                              2000              1999
                                                                                          -------------    -------------
Assets                                                                                      (Unaudited)

<S>                                                                                       <C>              <C>
Investments:
   Fixed maturities available for sale, at fair value
      (amortized cost $73,358 in 2000 and $76,058 in 1999)                                $    73,261      $    75,959
   Fixed maturities  available for sale, at fair value (amortized cost $4,865 in
      2000 and $2,995 in 1999)-restricted                                                       4,887            3,022
                                                                                          -----------      -----------
      Total investments                                                                        78,148           78,981


Cash and cash equivalents                                                                       5,658            4,668
Cash and cash equivalents-restricted                                                            1,972            1,925
Accounts receivable--other                                                                      2,545            2,545
Deferred income taxes                                                                           1,012            1,010
Property and equipment, net                                                                       163              196
Other assets                                                                                    5,190            5,751
                                                                                          -----------      -----------

      Total assets                                                                        $    94,688      $    95,076
                                                                                          ===========      ===========

Liabilities and Shareholders' Equity

Liabilities - accrued expenses and other liabilities                                      $     6,394      $     6,656
                                                                                          -----------      -----------
Shareholders' equity:
   Class A Common Stock, $.01 par value, 100,000,000
       shares authorized; 14,258,671 shares issued                                                143              143
   Class B Common Stock, $.01 par value, 100,000,000
       shares authorized; 24,334,443 shares issued                                                243              243
   Preferred Stock, $.01 par value, 10,000,000 shares
       authorized; none issued and outstanding                                                     --               --
   Additional paid-in capital                                                                 142,688          142,688
   Retained deficit                                                                           (54,730)         (54,606)
   Treasury Class A Common Stock - at cost, 112,582 shares                                         (1)              (1)
   Accumulated Other Comprehensive Loss:
      Net unrealized losses on investments                                                        (49)             (47)
                                                                                          -----------      -----------
          Total shareholders' equity                                                           88,294           88,420
                                                                                          -----------      -----------
          Total liabilities and shareholders' equity                                      $    94,688      $    95,076
                                                                                          ===========      ===========

</TABLE>

See accompanying notes to consolidated financial statements.




                                       3
<PAGE>




                         RISCORP, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations
                 (in thousands, except share and per share data)


<TABLE>
<CAPTION>
                                                                                                  Three Months
                                                                                                 Ended March 31
                                                                                          ----------------------------
                                                                                             2000              1999
                                                                                          -----------      -----------
                                                                                          (Unaudited)      (Unaudited)
<S>                                                                                       <C>              <C>
   Revenue:
      Net investment income                                                               $     1,238      $     1,799
      Other income                                                                                120               --
                                                                                          -----------      -----------
          Total revenue                                                                         1,358            1,799
                                                                                          -----------      -----------
   Expenses:
       General and administrative expenses                                                      1,397            1,157
       Interest expense                                                                            52            1,441
       Depreciation and amortization                                                               33               40
                                                                                          -----------      -----------
          Total expenses                                                                        1,482            2,638
                                                                                          -----------      -----------
   Loss before income taxes                                                                      (124)            (839)

   Income taxes                                                                                    --               --
                                                                                          -----------      -----------
   Net loss                                                                               $      (124)     $      (839)
                                                                                          ===========      ===========


   Per share data:
     Net loss per common share - basic                                                    $     (0.00)     $     (0.02)
                                                                                          ===========      ===========

     Net loss per common share - diluted                                                  $     (0.00)     $     (0.02)
                                                                                          ===========      ===========

     Weighted average common shares outstanding                                            37,922,281       37,347,281
                                                                                          ===========      ===========

     Weighted average common and common share
       equivalents outstanding                                                             37,922,281       37,347,281
                                                                                          ===========      ===========



</TABLE>









See accompanying notes to consolidated financial statements.




                                       4
<PAGE>




                         RISCORP, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                                  Three Months
                                                                                                 Ended March 31
                                                                                          ----------------------------
                                                                                             2000              1999
                                                                                          -----------      -----------
                                                                                          (Unaudited)      (Unaudited)

<S>                                                                                       <C>              <C>
Net cash provided by operating activities                                                 $        91      $    13,533
                                                                                          -----------      -----------

Cash flows from investing activities:
     Purchase of fixed maturities available for sale                                          (49,146)        (192,877)
     Proceeds from sales and maturities of fixed maturities available for sale                 50,045          133,819
     Cash received from Zenith for sale of net assets                                              --           50,572
                                                                                          -----------      -----------
       Net cash provided by (used in) investing activities                                        899           (8,486)
                                                                                          -----------      -----------

Cash flows from financing activities:
     Transfer of cash and cash equivalents to restricted cash                                      --           (2,232)
                                                                                          -----------      -----------
       Net cash used in financing activities                                                       --           (2,232)
                                                                                          -----------      -----------

Net increase in cash and cash equivalents                                                         990            2,815

Cash and cash equivalents, beginning of period                                                  4,668            6,864
                                                                                          -----------      -----------
Cash and cash equivalents, end of period                                                  $     5,658      $     9,679
                                                                                          ===========      ===========

Supplemental disclosures of cash flow information:

     Cash paid during the period for:
           Interest                                                                       $         3      $         3
                                                                                          ===========      ===========
           Income taxes                                                                   $        12      $        82
                                                                                          ===========      ===========









</TABLE>







See accompanying notes to consolidated financial statements




                                       5
<PAGE>




                         RISCORP, INC. AND SUBSIDIARIES

                  Consolidated Statements of Comprehensive Loss
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                                                  Three Months
                                                                                                 Ended March 31
                                                                                          ----------------------------
                                                                                             2000              1999
                                                                                          -----------      -----------
                                                                                          (Unaudited)      (Unaudited)

<S>                                                                                       <C>              <C>
Net loss                                                                                  $      (124)     $      (839)
                                                                                          -----------      -----------

Other comprehensive loss, before income taxes:
       Unrealized losses on securities available for sale:
            Unrealized holding losses arising during the period                                    (3)             (49)
Income tax benefit related to items of other
    comprehensive loss                                                                              1               17
                                                                                          -----------      -----------
Other comprehensive loss, net of income taxes                                                      (2)             (32)
                                                                                          -----------      -----------

Total comprehensive loss                                                                  $       (126)    $      (871)
                                                                                          ============     ===========





</TABLE>
























See accompanying notes to consolidated financial statements.




                                       6
<PAGE>





                         RISCORP, INC. AND SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)


(1)    Basis of Presentation

       The accompanying  consolidated  unaudited interim financial statements of
       RISCORP, Inc. ("RISCORP") and subsidiaries (collectively,  the "Company")
       have  been  prepared  on  the  basis  of  generally  accepted  accounting
       principles  ("GAAP")  and,  in the  opinion of  management,  reflect  all
       adjustments,  consisting only of normal recurring adjustments,  necessary
       for a fair presentation of the Company's financial condition,  results of
       operations,  and cash flows for the periods presented. The preparation of
       financial  statements in conformity with GAAP requires management to make
       estimates and assumptions  that affect the reported amounts of assets and
       liabilities and disclosures of contingent  liabilities at the date of the
       financial  statements and the reported  revenues and expenses  during the
       reporting period. Actual results could differ from those estimates.

       The consolidated financial statements include the accounts of RISCORP and
       its subsidiaries.  All significant intercompany accounts and transactions
       have been eliminated in consolidation.


(2)     Execution of Merger Agreement with William D. Griffin

       In November  1999,  RISCORP  entered  into a  definitive  agreement  (the
       "Merger Agreement") to merge with Griffin Acquisition Corp. ("Acquiror"),
       a company controlled by Mr. William D. Griffin,  the majority shareholder
       of RISCORP.  Pursuant to the terms of the Merger  Agreement,  each issued
       and outstanding share of Class A Common Stock will receive $2.85 in cash,
       plus a contingent  right to receive an additional pro rata cash amount if
       RISCORP recovers any additional  amounts from Zenith  Insurance  Company.
       Under the terms of the Merger Agreement,  Acquiror will assume all of the
       liabilities of RISCORP, including its pending litigation. The transaction
       is  subject  to  customary  closing  conditions,   including  shareholder
       approval,  and is expected to close in the second  quarter of 2000.  This
       transaction, if consummated, will constitute a going private transaction.


(3)    Sale to Zenith Insurance Company

       As of April  1,  1998,  RISCORP  and  certain  of its  subsidiaries  sold
       substantially all of their assets and transferred  certain liabilities to
       Zenith  Insurance  Company  ("Zenith").  In  connection  with the sale to
       Zenith,  the  Company  ceased  substantially  all of its former  business
       operations,  including its insurance operations.  Accordingly, after such
       date,   the   Company's   operations   consisted   principally   of   the
       administration  of the day-to-day  activities of the surviving  corporate
       entities, compliance with the provisions of the Asset Purchase Agreement,
       and the investment,  protection, and maximization of the remaining assets
       of the Company.  At the present time,  RISCORP has no plans to resume any
       operating activities.

       On July 7, 1999,  the Company and Zenith  settled,  with certain  limited
       exceptions,  the  claims  arising  out of the sale.  The  Asset  Purchase
       Agreement  contemplated a post-closing purchase price adjustment based on


                                       7
<PAGE>

       the  difference  between the book value of the assets  purchased  and the
       book  value  of the  liabilities  assumed  as of  the  closing  date.  In
       connection with the  determination of the final purchase price, a dispute
       arose between the parties  regarding,  among other things, the book value
       of the assets and  liabilities  of the business,  Zenith's  assumption of
       certain  operating   liabilities  of  the  business,   and  each  party's
       indemnification obligations under the Asset Purchase Agreement. The terms
       of the settlement included,  among other things,  RISCORP's right to seek
       correction of alleged  errors made by the neutral  auditors in connection
       with its  determination of certain  reinsurance  recoverable  adjustments
       contained in the Final Business  Balance  Sheet.  On October 7, 1999, the
       neutral auditors denied RISCORP's request for correction of these errors.
       On  January  5,  2000,  RISCORP  filed a lawsuit  against  Zenith and the
       neutral auditors in the Superior Court of Fulton County, Georgia, seeking
       correction of these alleged errors.

       In connection with the sale of RISCORP's  insurance  operations to Zenith
       on April 1, 1998, RISCORP voluntarily  consented to the Florida Insurance
       Department's  request that RISCORP discontinue writing any new or renewal
       insurance business for an indefinite period of time.


(4)    Commitments and Contingencies

       In August 1997, the Occupational  Safety  Association of Alabama Workers'
       Compensation  Fund  (the  "Fund"),  an  Alabama   self-insured   workers'
       compensation  fund,  filed a breach of contract and fraud action  against
       the Company and others.  The Fund entered into a Loss Portfolio  Transfer
       and Assumption  Reinsurance  Agreement  effective  September 1, 1996 with
       RISCORP  National  Insurance  Company  ("RNIC").  Under  the terms of the
       agreement,  RNIC  assumed 100 percent of the  outstanding  loss  reserves
       (including  incurred  but not  reported  losses) as of September 1, 1996.
       Co-defendant  Peter D. Norman  ("Norman")  was a principal and officer of
       Independent  Association  Administrators,   Inc.  ("IAA")  prior  to  its
       acquisition  by RISCORP in September  1996.  The  complaint  alleges that
       Norman and IAA  breached  certain  fiduciary  duties  owed to the Fund in
       connection with the subject agreement and transfer. The complaint alleges
       that RISCORP has breached  certain  provisions  of the agreement and owes
       the Fund monies under the terms of the agreement.  The Fund claims, per a
       Loss Portfolio Evaluation dated February 26, 1998, that the Fund overpaid
       RNIC by $6  million in the  subject  transaction.  The court has  granted
       RNIC's Motion to Compel  Arbitration  per the terms and provisions of the
       agreement.  On  December  1,  1998,  the  trial  court  issued  an  order
       prohibiting the American  Arbitration  Association from administering the
       arbitration  between  RNIC and the Fund,  and RNIC has appealed the trial
       court's  ruling.  The  Alabama  Supreme  Court  has  stayed  the  current
       arbitration.  Despite  the  Alabama  Supreme  Court's  stay,  the dispute
       between the Fund and RNIC is expected to be resolved through arbitration.
       The other  defendants,  including IAA, have appealed to the Supreme Court
       of  Alabama  the  trial  court's   denial  of  their  motions  to  compel
       arbitration. RNIC intends to vigorously defend the Fund's claim.

       In July 1999,  a  shareholder  class  action  lawsuit  was filed  against
       RISCORP, two of its executive officers, and two former executive officers
       in the United States  District  Court for the Middle  District of Florida
       styled  Chap-Cap  Partners,  L.P. v. RISCORP,  Inc.,  William D. Griffin,
       Frederick M. Dawson,  Walter E.  Riehemann and Stephen C. Rece,  Case No.
       99-1585CIV-T-26.  The plaintiff in this action  purports to represent the
       class of  shareholders  who purchased  shares of RISCORP's Class A Common
       Stock between November 19, 1997 and July 20, 1998. The complaint alleges,
       among  other  things,  that  the  financial  statements  included  in the
       periodic  reports  filed by  RISCORP  with the  Securities  and  Exchange
       Commission   during  the  class  period   contain  false  and  misleading
       statements of material fact and omissions, in violation of Sections 10(b)
       and 20(a) of the  Securities  Exchange Act of 1934, as amended,  and Rule
       10b-5 promulgated thereunder. These allegations principally relate to the
       difference  between  the net book value of RISCORP  as  reflected  on its


                                       8
<PAGE>

       published  financial  statements during the class period and the net book
       value of the assets  transferred  to Zenith as  determined by the neutral
       auditors  pursuant  to the terms of the  Asset  Purchase  Agreement.  The
       complaint  seeks  certification  of a  class  and  award  of  unspecified
       compensatory  damages.  Defendants  Dawson,  Riehemann  and  Rece  sought
       indemnification from RISCORP. On or about February 9, 2000, the plaintiff
       filed an amended complaint that dropped William D. Griffin as a party and
       purported to  substitute  the Estate of Frederick M. Dawson for Frederick
       M.  Dawson  (deceased)  as a party  defendant.  On March  31,  2000,  the
       defendants filed a motion to dismiss the amended complaint, which remains
       pending.  After service of the complaint,  RISCORP promptly  notified its
       directors'  and  officers'  insurance  carrier.   The  insurance  carrier
       subsequently  sent a letter to RISCORP  denying  coverage  of this claim.
       RISCORP has disputed the insurance company's  position,  and has insisted
       on coverage. RISCORP and the indemnified defendants deny liability to the
       Plaintiff  or to the  putative  class,  and intend to defend  this action
       vigorously.

       In February  2000,  an alleged  shareholder  of RISCORP  filed a putative
       class  action suit  against  RISCORP,  its  Directors,  and its  majority
       shareholder in the Circuit Court of the 12th Judicial  Circuit,  Sarasota
       County,  Florida,  styled Harris  Blackman v. William D. Griffin,  Seddon
       Goode,  Jr., George E. Greene III, Walter L. Revell,  and RISCORP,  Inc.,
       Case  No.  20002103  CA  DIV-A.   The  suit  contends  that  the  pending
       transaction with Griffin  Acquisition Corp.  pursuant to which William D.
       Griffin,  the majority  shareholder of RISCORP,  proposes to purchase the
       Class A shares of RISCORP held by the public shareholders is inadequately
       priced.  The suit  alleges that the  defendants  are liable for breach of
       fiduciary duty, and seeks to enjoin the transaction.  RISCORP has filed a
       motion to  dismiss,  and has  received  no notice of any  hearing  on the
       plaintiff's  claim for equitable  relief.  RISCORP denies the plaintiff's
       allegations and intends to defend the suit vigorously.

       In February 2000, the State of Alabama, on behalf of D. David Parsons (as
       Acting  Commissioner  of  Insurance  of the  State of  Alabama),  filed a
       lawsuit  against  RNIC  styled  State  of  Alabama  v.  RISCORP  National
       Insurance  Company,  Civil  Action No.  CV-2000-569PR,  Circuit  Court of
       Montgomery  County,  Alabama.  The  complaint  alleges  that RNIC owes an
       additional  $2.5  million  in premium  taxes for the 1996 tax year.  RNIC
       entered into a Loss Portfolio  Transfer  Agreement  dated August 26, 1996
       and effective  September 1, 1996 with the Occupational Safety Association
       of Alabama  Workmen's  Compensation  Fund (the "Fund").  According to the
       complaint,  pursuant  to the terms of the  agreement,  RNIC  assumed  the
       workers'  compensation risks that were in the Fund and became the insurer
       of  those  risks.  The  State  claims  that  premium  tax  is  due on the
       consideration  received by RNIC for insuring  those risks.  The complaint
       seeks compensatory damages. RNIC intends to vigorously defend this suit.

       In April 1999,  RISCORP  received an invoice  from  Salomon  Smith Barney
       seeking approximately $2 million for financial advisory services rendered
       in connection with the sale to Zenith. RISCORP disputes any liability for
       the  payment of such fees and intends to  vigorously  defend any cause of
       action instituted by Salomon Smith Barney seeking payment.

       On or about  November  5,  1999,  the  Bankruptcy  Trustee  for  Richey's
       Manufacturing  Company, Inc. (the "Debtor") filed an adversary proceeding
       against Zenith  Insurance  Company  ("Zenith") and others styled Jacob C.
       Pongetti,  Trustee,  et al. v. Zenith  Insurance  Company  f/k/a  RISCORP
       National  Insurance  Company et al. in the U.S.  Bankruptcy Court for the
       Northern District of Mississippi. On or about April 27, 2000, the Trustee
       filed a Second Amended  Complaint that purported to add RISCORP  National


                                       9
<PAGE>

       Insurance  Company ("RNIC") as a party defendant.  The suit arises from a
       November 16, 1996 fire that  allegedly  destroyed  certain real  property
       improvements and personal property owned by the Debtor.  The suit alleges
       that  the  Debtor  held  an  insurance  policy  issued  by  RNIC  or  its
       predecessor  that covered such real  property  improvements  and personal
       property. The suit further alleges that either RNIC, or Zenith as alleged
       successor to RNIC, is liable for the loss up to the policy limits, net of
       sums  previously paid to the first  lienholder on the property.  The suit
       asserts a claim against RNIC for  $1,693,510,  plus  attorney's  fees and
       other unspecified  claims.  RNIC denies liability to the plaintiffs,  and
       intends to defend the suit vigorously.

       The  Company,  in the ordinary  course of  business,  is party to various
       lawsuits.  Based on information presently available,  and in the light of
       legal and other defenses available to the Company, contingent liabilities
       arising  from such  threatened  and pending  litigation  in the  ordinary
       course of business  are not  presently  considered  by  management  to be
       material.

       Other  than  as  noted  herein,   no  provision  had  been  made  in  the
       accompanying consolidated financial statements for the foregoing matters.
       Certain of the related legal expenses may be covered under  directors and
       officers' insurance coverage maintained by the Company.





                                       10
<PAGE>




Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Forward-Looking Statements

       This Quarterly Report on Form 10-Q contains  forward-looking  statements,
       particularly  with respect to Risk Factors,  Legal  Proceedings,  and the
       Liquidity and Capital  Resources  section of Management's  Discussion and
       Analysis of Financial  Condition  and Results of  Operations.  Additional
       written or oral forward-looking  statements may be made by RISCORP,  Inc.
       ("RISCORP") and its subsidiaries (collectively,  the "Company") from time
       to time in  filings  with  the  Securities  and  Exchange  Commission  or
       otherwise. Such forward-looking statements are within the meaning of that
       term in  Sections  27A of the  Securities  Act of 1933,  as amended  (the
       "Securities Act") and Section 21E of the Securities Exchange Act of 1934,
       as amended (the "Exchange  Act").  Such  statements may include,  without
       limitation,  projections of revenues,  income,  losses, cash flows, plans
       for future operations,  financing needs, estimates concerning the effects
       of litigation or other disputes,  as well as assumptions regarding any of
       the foregoing matters.

       Forward-looking   statements   are   inherently   subject  to  risks  and
       uncertainties,  some of which  cannot be  predicted.  Future  events  and
       actual  results  could  differ  materially  from  those  set  forth in or
       underlying the forward-looking  statements. Many factors could contribute
       to such  differences  and include,  among others,  the actual  outcome of
       pending  litigation,  both on  behalf of and  against  the  Company;  the
       Company's  ability to gain approval and receive  payment from the Florida
       Department  of Labor  for  certain  refund  applications;  the  Company's
       ability to receive payment for the alleged errors and  understatement  of
       the Final Business Balance Sheet by the neutral  auditors;  the Company's
       need for  additional  capital to meet operating  requirements;  and other
       factors mentioned elsewhere in this report.

Recent Developments

       Execution of Merger Agreement with William D. Griffin

       See  Part,  1,  Item  1,  Notes  to  Consolidated   Condensed   Financial
       Statements, Note 2, for further discussion of the Merger Agreement.

       Asset Purchase Agreement with Zenith

       See Part 1, Item 1, Notes to Consolidated Condensed Financial Statements,
       Note 3, for further discussion of the Zenith transaction.

       Legal Developments

       See "Part II, Item 1, Legal Proceedings."

Overview

       General

       As discussed more fully in Note 3 to the consolidated condensed financial
       statements,  RISCORP and certain of its subsidiaries  sold  substantially
       all of their  assets and  transferred  certain  liabilities  to Zenith on
       April 1, 1998.  In  connection  with the sale to Zenith,  RISCORP  ceased


                                       11
<PAGE>

       substantially  all of  its  former  business  operations,  including  its
       insurance operations,  effective April 1, 1998.  Accordingly,  after such
       date, the Company's  operations consisted primarily of the administration
       of  the  day-to-day  activities  of  the  surviving  corporate  entities,
       compliance with the provisions of the Asset Purchase  Agreement,  and the
       investment,  protection,  and maximization of the remaining assets of the
       Company.  At the  present  time,  RISCORP  has no  plans  to  resume  any
       operating activities.

       Since  April 1, 1998,  the  Company  has had no  employees  or  insurance
       operations, and has provided no services to self-insurance funds or other
       insurance related entities.

       Results of Operations

       Three Months Ended March 31, 2000 and 1999

       During the three  months  ended  March 31, 2000 and 1999,  the  Company's
       primary  activities  included the  investment of the funds  received from
       Zenith in 1998 and 1999, the  investment of other assets  retained by the
       Company,  efforts to  monetize  the  contingent  assets and  resolve  the
       contingent   liabilities  of  the  Company,  the  administration  of  the
       day-to-day  activities of the surviving  corporate  entities,  compliance
       with the  provisions  of the  Asset  Purchase  Agreement  and  Settlement
       Agreement with Zenith.  During the three months ended March 31, 1999, the
       Company's operating  activities also included the defense of the Proposed
       Business  Balance  Sheet and  converting  the taxes  receivable  to cash.
       Compliance with the provisions of the Asset Purchase  Agreement  included
       the  transfer of all of the assets and  liabilities  not  retained by the
       Company to Zenith,  and  assisting  with the  orderly  transition  of the
       Company's insurance operations to Zenith.

       The following is an analysis of balances  contained on the March 31, 2000
       and December 31, 1999 balance sheets.

                 Investments  totaling   approximately  $78.1  million  and  $79
                million,  respectively,   consist  primarily  of  United  States
                Government obligations.

                 Restricted  cash  and cash  equivalents  consist  primarily  of
                amounts on deposit with various governmental agencies.

                 Accounts   receivable-other   of  $2.5  million  at  each  date
                presented consist primarily of a receivable of $2.3 million that
                is expected  to be realized  upon the  redemption  of  RISCORP's
                outstanding stock.

                 Deferred  income  taxes of $1  million  at each date  presented
                consist of federal and state income  taxes that are  anticipated
                to be recovered in future periods.

                 Other  assets of $5.2 million and $5.8  million,  respectively,
                consist of $4.3  million and $4.6  million of prepaid  expenses,
                and  $0.9  million  and  $1.2  million  of  accrued   investment
                portfolio income, respectively.




                                       12
<PAGE>





                 A summary of the accrued  expenses and other  liabilities
                at March 31, 2000 and December 31, 1999 is as follows
                (in thousands):

<TABLE>
<CAPTION>
                                                                        March 31 2000       December 31 1999
                                                                       ----------------    -----------------

                          <S>                                          <C>                 <C>
                          Income taxes payable                         $        2,537      $         2,539
                          Payable to Zenith                                     1,896                1,878
                          Accrued professional services                         1,697                1,819
                          Trade accounts payable                                  242                  205
                          Other accruals and payables                              22                  215
                                                                       ----------------    -----------------
                          Total                                        $        6,394      $         6,656
                                                                       ================    =================
</TABLE>

       The Company's operating results for the three months ended March 31, 2000
       and  1999  resulted  in a net  loss of $0.1  million  and  $0.8  million,
       respectively.

       Net investment  income for the three months ended March 31, 2000 and 1999
       was $1.2 million and $1.8 million,  respectively.  Net investment  income
       for the three months ended March 31, 2000  consisted  primarily of income
       from the investment portfolio. Net investment income for the three months
       ended March 31, 1999  consisted of $1.3  million of interest  income on a
       receivable  from  Zenith,  $0.1  million  of  interest  income on a $12.8
       million balance that was being held in escrow,  and $0.4 million of other
       investment income.

       Operating  expenses  for the three  months  ended March 31, 2000 and 1999
       totaled $1.5 million and $2.6 million, respectively, and consisted of the
       following:

                 General and  administrative  expenses  totaled $1.4 million and
                $1.2 million,  respectively,  and consisted of the following (in
                thousands):

<TABLE>
<CAPTION>
                                                                            Three Months Ended March 31
                                                                       -------------------------------------
                                                                            2000                  1999
                                                                       ----------------    -----------------

                   <S>                                                 <C>                 <C>
                   Management expenses                                 $           210     $           300
                   Accounting and auditing expenses                                542                 321
                   Legal expenses                                                   33                 270
                   Recurring operating expenses (i.e., rent,
                   telephone, insurance, and similar costs)                        583                 203
                   Other expenses                                                   29                  63
                                                                       ----------------    -----------------
                   Total                                               $         1,397     $         1,157
                                                                       ================    =================

</TABLE>

                 Interest  expense was $52,000 for the three  months ended March
                31, 2000.  Interest expense of $1.4 million for the three months
                ended March 31, 1999 consisted primarily of the interest payable
                on a legal settlement that was paid in April 1999.

                 Depreciation and amortization  expense was $33,000 and $40,000,
                respectively,  primarily  consisting of depreciation of computer
                equipment.


                                       13
<PAGE>

       The weighted average common and common share equivalents  outstanding for
       the three  months  ended  March 31,  2000 was  37,922,281  as compared to
       37,347,281 for the three months ended March 31, 1999.

       Liquidity and Capital Resources

       RISCORP and certain of its subsidiaries  sold  substantially all of their
       assets and transferred certain liabilities to Zenith on April 1, 1998. In
       connection with that sale to Zenith, the Company ceased substantially all
       of its former business operations and, accordingly,  after April 1, 1998,
       the  Company's  primary  source  of cash  flow  has been  generated  from
       investment income. The Company's future cash requirements are expected to
       be  satisfied   through   investment   income  and  the   liquidation  of
       investments.

       Cash flow from  operations  for the three months ended March 31, 2000 and
       1999 was $0.1 million and $13.5 million,  respectively. The positive cash
       flow in 1999 was due primarily to the collection of the proceeds from the
       sale to Zenith  and the  cessation  of  substantially  all the  Company's
       former business operations.

       The Company has projected  cash flows through  December 2000 and believes
       it  has  sufficient  liquidity  and  capital  resources  to  support  its
       operations.

       As of March  31,  2000 and 1999,  RISCORP's  insurance  subsidiaries  had
       combined  statutory  capital  and  surplus  of $12.3  million  and $123.6
       million,  respectively.  The decline in combined  statutory  surplus from
       1999 to 2000 is primarily the result of RISCORP's receiving and retaining
       of  the  proceeds  from  the  sale  to  Zenith.  Consequently,  RISCORP's
       insurance  subsidiaries  recorded $94 million of receivables from RISCORP
       for their  portion of those  proceeds.  Those  receivable  balances  were
       classified  as a  non-admitted  asset at December 31, 1999 because  those
       receivables  were more than 90 days past due. The individual  capital and
       surplus of each of RISCORP's insurance  subsidiaries exceeded the minimum
       statutory  capital and  surplus  required  by their  respective  state of
       domicile.

       The  National   Association  of  Insurance   Commissioners   has  adopted
       risk-based capital standards to determine the capital  requirements of an
       insurance  carrier  based on the risks  inherent in its  operations.  The
       standards,  which  have not yet been  adopted  in  Florida,  require  the
       computation  of a risk-based  capital  amount that is then  compared to a
       carrier's  actual  total  adjusted  capital.   The  computation  involves
       applying factors to various financial data to address four primary risks:
       asset risk,  insurance  underwriting  risk,  credit risk, and off-balance
       sheet risk. Those standards provide for regulatory  intervention when the
       percentage  of  total  adjusted  capital  to  authorized   control  level
       risk-based  capital  is below  certain  levels.  At  December  31,  1999,
       RISCORP's insurance  subsidiaries' statutory surplus was in excess of any
       risk-based  capital  action level  requirements.  The risk based  capital
       calculation is not made on an interim basis.

       Year 2000

       Neither the Company, its suppliers,  nor the financial  institutions with
       whom the Company  maintains banking or investment  accounts,  experienced
       any known Year 2000 computer problems.





                                       14
<PAGE>


Part II    Other Information

Item 1.    Legal Proceedings

       In August 1997, the Occupational  Safety  Association of Alabama Workers'
       Compensation  Fund  (the  "Fund"),  an  Alabama   self-insured   workers'
       compensation  fund,  filed a breach of contract and fraud action  against
       the Company and others.  The Fund entered into a Loss Portfolio  Transfer
       and Assumption  Reinsurance  Agreement  effective  September 1, 1996 with
       RISCORP  National  Insurance  Company  ("RNIC").  Under  the terms of the
       agreement,  RNIC  assumed 100 percent of the  outstanding  loss  reserves
       (including  incurred  but not  reported  losses) as of September 1, 1996.
       Co-defendant  Peter D. Norman  ("Norman")  was a principal and officer of
       Independent  Association  Administrators,   Inc.  ("IAA")  prior  to  its
       acquisition  by RISCORP in September  1996.  The  complaint  alleges that
       Norman and IAA  breached  certain  fiduciary  duties  owed to the Fund in
       connection with the subject agreement and transfer. The complaint alleges
       that RISCORP has breached  certain  provisions  of the agreement and owes
       the Fund monies under the terms of the agreement.  The Fund claims, per a
       Loss Portfolio Evaluation dated February 26, 1998, that the Fund overpaid
       RNIC by $6  million in the  subject  transaction.  The court has  granted
       RNIC's Motion to Compel  Arbitration  per the terms and provisions of the
       agreement.  On  December  1,  1998,  the  trial  court  issued  an  order
       prohibiting the American  Arbitration  Association from administering the
       arbitration  between  RNIC and the Fund,  and RNIC has appealed the trial
       court's  ruling.  The  Alabama  Supreme  Court  has  stayed  the  current
       arbitration.  Despite  the  Alabama  Supreme  Court's  stay,  the dispute
       between the Fund and RNIC is expected to be resolved through arbitration.
       The other  defendants,  including IAA, have appealed to the Supreme Court
       of  Alabama  the  trial  court's   denial  of  their  motions  to  compel
       arbitration. RNIC intends to vigorously defend the Fund's claim.

       In July 1999,  a  shareholder  class  action  lawsuit  was filed  against
       RISCORP, two of its executive officers, and two former executive officers
       in the United States  District  Court for the Middle  District of Florida
       styled  Chap-Cap  Partners,  L.P. v. RISCORP,  Inc.,  William D. Griffin,
       Frederick M. Dawson,  Walter E.  Riehemann and Stephen C. Rece,  Case No.
       99-1585CIV-T-26.  The plaintiff in this action  purports to represent the
       class of  shareholders  who purchased  shares of RISCORP's Class A Common
       Stock between November 19, 1997 and July 20, 1998. The complaint alleges,
       among  other  things,  that  the  financial  statements  included  in the
       periodic  reports  filed by  RISCORP  with the  Securities  and  Exchange
       Commission   during  the  class  period   contain  false  and  misleading
       statements of material fact and omissions, in violation of Sections 10(b)
       and 20(a) of the  Securities  Exchange Act of 1934, as amended,  and Rule
       10b-5 promulgated thereunder. These allegations principally relate to the
       difference  between  the net book value of RISCORP  as  reflected  on its
       published  financial  statements during the class period and the net book
       value of the assets  transferred  to Zenith as  determined by the neutral
       auditors  pursuant  to the terms of the  Asset  Purchase  Agreement.  The
       complaint  seeks  certification  of a  class  and  award  of  unspecified
       compensatory  damages.  Defendants  Dawson,  Riehemann  and  Rece  sought
       indemnification from RISCORP. On or about February 9, 2000, the plaintiff
       filed an amended complaint that dropped William D. Griffin as a party and
       purported to  substitute  the Estate of Frederick M. Dawson for Frederick
       M.  Dawson  (deceased)  as a party  defendant.  On March  31,  2000,  the
       defendants filed a motion to dismiss the amended complaint, which remains
       pending.  After service of the complaint,  RISCORP promptly  notified its
       directors'  and  officers'  insurance  carrier.   The  insurance  carrier
       subsequently  sent a letter to RISCORP  denying  coverage  of this claim.
       RISCORP has disputed the insurance company's  position,  and has insisted
       on coverage. RISCORP and the indemnified defendants deny liability to the
       Plaintiff  or to the  putative  class,  and intend to defend  this action
       vigorously.



                                       15
<PAGE>

       In February  2000,  an alleged  shareholder  of RISCORP  filed a putative
       class  action suit  against  RISCORP,  its  Directors,  and its  majority
       shareholder in the Circuit Court of the 12th Judicial  Circuit,  Sarasota
       County,  Florida,  styled Harris  Blackman v. William D. Griffin,  Seddon
       Goode,  Jr., George E. Greene III, Walter L. Revell,  and RISCORP,  Inc.,
       Case  No.  20002103  CA  DIV-A.   The  suit  contends  that  the  pending
       transaction with Griffin  Acquisition Corp.  pursuant to which William D.
       Griffin,  the majority  shareholder of RISCORP,  proposes to purchase the
       Class A shares of RISCORP held by the public shareholders is inadequately
       priced.  The suit  alleges that the  defendants  are liable for breach of
       fiduciary duty, and seeks to enjoin the transaction.  RISCORP has filed a
       motion to  dismiss,  and has  received  no notice of any  hearing  on the
       plaintiff's  claim for equitable  relief.  RISCORP denies the plaintiff's
       allegations and intends to defend the suit vigorously.

       In February 2000, the State of Alabama, on behalf of D. David Parsons (as
       Acting  Commissioner  of  Insurance  of the  State of  Alabama),  filed a
       lawsuit  against  RNIC  styled  State  of  Alabama  v.  RISCORP  National
       Insurance  Company,  Civil  Action No.  CV-2000-569PR,  Circuit  Court of
       Montgomery  County,  Alabama.  The  complaint  alleges  that RNIC owes an
       additional  $2.5  million  in premium  taxes for the 1996 tax year.  RNIC
       entered into a Loss Portfolio  Transfer  Agreement  dated August 26, 1996
       and effective  September 1, 1996 with the Occupational Safety Association
       of Alabama  Workmen's  Compensation  Fund (the "Fund").  According to the
       complaint,  pursuant  to the terms of the  agreement,  RNIC  assumed  the
       workers'  compensation risks that were in the Fund and became the insurer
       of  those  risks.  The  State  claims  that  premium  tax  is  due on the
       consideration  received by RNIC for insuring  those risks.  The complaint
       seeks compensatory damages. RNIC intends to vigorously defend this suit.

       In April 1999,  RISCORP  received an invoice  from  Salomon  Smith Barney
       seeking approximately $2 million for financial advisory services rendered
       in connection with the sale to Zenith. RISCORP disputes any liability for
       the  payment of such fees and intends to  vigorously  defend any cause of
       action instituted by Salomon Smith Barney seeking payment.

       On or about  November  5,  1999,  the  Bankruptcy  Trustee  for  Richey's
       Manufacturing  Company, Inc. (the "Debtor") filed an adversary proceeding
       against Zenith  Insurance  Company  ("Zenith") and others styled Jacob C.
       Pongetti,  Trustee,  et al. v. Zenith  Insurance  Company  f/k/a  RISCORP
       National  Insurance  Company et al. in the U.S.  Bankruptcy Court for the
       Northern District of Mississippi. On or about April 27, 2000, the Trustee
       filed a Second Amended  Complaint that purported to add RISCORP  National
       Insurance  Company ("RNIC") as a party defendant.  The suit arises from a
       November 16, 1996 fire that  allegedly  destroyed  certain real  property
       improvements and personal property owned by the Debtor.  The suit alleges
       that  the  Debtor  held  an  insurance  policy  issued  by  RNIC  or  its
       predecessor  that covered such real  property  improvements  and personal
       property. The suit further alleges that either RNIC, or Zenith as alleged
       successor to RNIC, is liable for the loss up to the policy limits, net of
       sums  previously paid to the first  lienholder on the property.  The suit
       asserts a claim against RNIC for  $1,693,510,  plus  attorney's  fees and
       other unspecified  claims.  RNIC denies liability to the plaintiffs,  and
       intends to defend the suit vigorously.

       The  Company,  in the ordinary  course of  business,  is party to various
       lawsuits.  Based on information presently available,  and in the light of
       legal and other defenses available to the Company, contingent liabilities
       arising  from such  threatened  and pending  litigation  in the  ordinary
       course of business  are not  presently  considered  by  management  to be
       material.




                                       16
<PAGE>


       Other  than  as  noted  herein,   no  provision  had  been  made  in  the
       accompanying consolidated financial statements for the foregoing matters.
       Certain of the related legal expenses may be covered under  directors and
       officers' insurance coverage maintained by the Company.

Item 2.    Changes to Securities

       None.

Item 3.    Defaults Upon Senior Securities

       None.

Item 4.    Submission of Matters to a Vote of Security Holders

       None.

Item 5.    Other Information

       None.

Item 6.    Exhibits and Reports on Form 8-K

       a)  Exhibits

           11     Statement Re Computation of Per Share Loss

           27     Financial Data Schedules


       b)   Reports on Form 8-K

           None.





                                       17
<PAGE>




                                   SIGNATURES


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

                  RISCORP, INC.
                  (Registrant)




                  By:  /s/ Walter E. Riehemann
                    ------------------------------

                  Walter E. Riehemann
                  President and General Counsel

                  Date:    May 12, 2000





                  By:  /s/Edward W. Buttner IV
                    ------------------------------

                  Edward W. Buttner IV, CPA
                  Chief Accounting Officer

                  Date:    May 12, 2000







                                       18
<PAGE>