<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

[X]    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934
       For the fiscal year ended December 31, 2000

                                      OR

[ ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934.

                       Commission file number 001-12617

                            Trigon Healthcare, Inc.
            (Exact name of registrant as specified in its charter)

                  Virginia                                54-1773225
       (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)                Identification No.)

                  2015 Staples Mill Road, Richmond, VA  23230
                   (Address of principal executive offices)

       Registrant's telephone number, including area code (804) 354-7000

Securities registered pursuant to Section 12(b) of the Act:

     Class A Common Stock, $.01 Par Value              New York Stock Exchange
              (Title of Class)                           (Name of Exchange)

Securities registered pursuant to Section 12(g) of the Act:  None

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.    [X] Yes   [ ]  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 26, 2001 was approximately $1,877,679,000 (based on the
last reported sales price of $50.58 per share on March 26, 2001, on the New York
Stock Exchange).

As of March 26, 2001, 37,122,947 shares of the registrant's Class A Common
Stock, par value $.01 per share, were issued and outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE:

Certain portions of Trigon Healthcare Inc.'s Annual Report to Shareholders for
the year ended December 31, 2000 into Parts II and IV of this Form 10-K.
Certain portions of Trigon Healthcare Inc.'s definitive Proxy Statement dated
March 23, 2001 for the Annual Meeting of Shareholders into Part III of this Form
10-K.
<PAGE>

                            TRIGON HEALTHCARE, INC.

                     INDEX TO ANNUAL REPORT ON FORM 10-K
                     FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                       -------
                                                     PART I
<S>         <C>                                                                                        <C>
Item 1.     Business.................................................................................        1
Item 2.     Properties...............................................................................       14
Item 3.     Legal Proceedings........................................................................       14
Item 4.     Submission of Matters to a Vote of Security Holders......................................       14

                                                     PART II
Item 5.     Market for Registrant's Common Equity and Related Stockholder Matters....................       15
Item 6.     Selected Financial Data..................................................................       15
Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations....       15
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk...............................       15
Item 8.     Financial Statements and Supplementary Data..............................................       15
Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....       15

                                                    PART III
Item 10.    Directors and Executive Officers of the Registrant.......................................       15
Item 11.    Executive Compensation...................................................................       16
Item 12.    Security Ownership of Certain Beneficial Owners and Management...........................       16
Item 13.    Certain Relationships and Related Transactions...........................................       16
                                                     PART IV
Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.........................       16
</TABLE>
<PAGE>

Item 1.  Business

GENERAL

Trigon Healthcare, Inc. through its subsidiaries is the largest managed health
care company in Virginia, serving over 2.0 million members primarily through
statewide and regional provider networks.  (Trigon Healthcare, Inc. and
subsidiaries herein collectively referred to as "Trigon" or the "Company").  The
Company's membership represents approximately 28% of the Virginia population and
34% of the Virginia population in those areas where Trigon has the exclusive
right to use the Blue Cross and Blue Shield service marks and tradenames.

The Company divides its business into four segments: health insurance,
government programs, investments and all other.  The Company's health insurance
segment provides a comprehensive spectrum of managed care products primarily
through three network systems with a range of utilization and cost containment
controls.  Within the Company's network product offerings, employer groups may
choose various funding options ranging from fully insured to partially or fully
self-funded financial arrangements.  While self-funded customers participate in
Trigon's networks, the claims are not underwritten by Trigon but are funded by
the groups.  As of December 31, 2000, the fully insured, also referred to as
commercial, products made up over one-half of total enrollment.  Its components
include: three HMO networks which are the Company's most tightly managed and
cost efficient networks; the preferred provider organization ("PPO") networks
which offer greater choice of providers than Trigon's HMO networks; and the
participating provider ("PAR") network which is the Company's broadest and most
flexible network.  Commercial products also include Medicare supplement plans
and Medicaid HMO plans.  Self-funded enrollment as of December 31, 2000
represented 35.5% of total enrollment.  Self-funded arrangements are available
to groups with more than 100 employees and are typically utilized by groups with
more than 1,000 employees.  Trigon charges self-funded groups an administrative
fee based on the number of members in a group or the group's claims experience.
In addition, most self-funded groups purchase aggregate and/or claim specific
stop loss coverage.  In exchange for a premium, the group's aggregate liability
is capped for the year or the group's liability on any one episode of care is
capped.

The government programs segment includes the Federal Employee Program ("FEP")
which is the Company's largest customer. Through its participation in the
national contract between the Blue Cross and Blue Shield Association ("BCBSA")
and the U.S. Office of Personnel Management ("OPM"), the Company provides health
benefits to federal employees in Virginia.  FEP revenues represent the
reimbursement by OPM of medical costs incurred including the actual cost of
administering the program, as well as a performance-based share of the national
program's overall profit.  As of December 31, 2000, FEP enrollment represented
11.0% of total enrollment.  The Company discontinued its role as a claims
processing intermediary for the federal government with the Medicare Part A
program in Virginia and West Virginia effective August 31, 1999.  Additionally,
the Company discontinued its role as the primary provider of computer processing
capabilities for Medicare Part A claims processing to certain other Blue Cross
and Blue Shield plans during November 1999.  As an administrative agent for
Medicare, the Company allocated operating expenses to determine reimbursement
due for services rendered in accordance with the contract.  Medicare claims
processed are not included in the consolidated statements of operations and the
reimbursement of allocated operating expenses is recorded as a reduction of the
Company's selling, general and administrative expenses.

All of the investment portfolios of the consolidated subsidiaries are managed
and evaluated collectively within the investment segment.  The Company's other
health-related business, including disease management programs, third-party
administration for medical and workers compensation, health promotions and
similar products, is reflected in an "all other" category.

Refer to Note 22,  "Segment Information," on pages 52 and 53 of the Company's
2000 Annual Report to Shareholders, which are incorporated herein by reference,
for financial information relating to reportable segments.

                                       1
<PAGE>

The following table sets forth the data by network for the last five years:

<TABLE>
<CAPTION>
                                              ENROLLMENT BY NETWORK SYSTEM
                                                                          As of December 31,
                                                      2000           1999           1998           1997           1996
                                             ---------------------------------------------------------------------------
<S>                                            <C>            <C>            <C>            <C>            <C>
Health Insurance
Commercial
   HMO.......................................        272,546        274,184        255,879        255,548        219,866
   PPO.......................................        488,645        378,406        297,939        263,828        230,675
   PAR.......................................        134,166        151,673        165,239        192,825        236,383
   Medicaid/Medicare HMO.....................         58,021         51,404         31,338         35,488         28,306
   Medicare supplement.......................        119,535        119,050        121,322        125,686        128,015
                                             ---------------------------------------------------------------------------
Total commercial excluding Mid-South.........      1,072,913        974,717        871,717        873,375        843,245
Self-funded..................................        716,012        672,906        639,971        654,004        664,862
Processed for other Blue Cross and Blue
   Shield Plans (ASO)........................          5,349          4,639          5,545         15,728         70,330
                                             ---------------------------------------------------------------------------
Total health insurance excluding Mid-South...      1,794,274      1,652,262      1,517,233      1,543,107      1,578,437
                                             ---------------------------------------------------------------------------
Government
Federal Employee Program (PPO)...............        221,056        216,089        213,017        207,457        197,241
                                             ---------------------------------------------------------------------------
Total government                                     221,056        216,089        213,017        207,457        197,241
                                             ---------------------------------------------------------------------------
Total excluding Mid-South....................      2,015,330      1,868,351      1,730,250      1,750,564      1,775,678
Mid-South, commercial........................              -              -        105,056         64,143         49,251
Mid-South, ASO...............................              -              -         26,065         25,663         35,620
                                             ---------------------------------------------------------------------------
Total........................................      2,015,330      1,868,351      1,861,371      1,840,370      1,860,549
                                             ===========================================================================
</TABLE>


SIGNIFICANT CUSTOMERS

Trigon's two largest customers are the FEP and Commonwealth of Virginia ("COV").
FEP represents 17.8% of total consolidated revenues.  The contract renews
automatically for a term of one year each January 1, unless either party gives
written notice at least 60 days prior to the date of renewal.  Under the
program, a special FEP reserve is maintained at the national level as a
protection against adverse claims trends.  However, if the contract should
terminate with a negative balance in the FEP special reserve, the losses would
be allocated to participating plans as subcontractors based on a ratio of the
Company's past five year claims experience as a percent of the total program's
experience.  As of September 30, 2000, the national reserve stood at 3.2 months
of claims and administrative payments in reserve, which is above the target of a
3.0 month reserve base.  The December 31, 2000 calendar year national reserve
balance has not been published but is expected to remain at or above the target
reserve base.  Since 1972, the Company has provided health benefits to employees
and retirees of COV.  The current multi-year contract to administer the COV
statewide, self-funded medical/surgical health care benefits programs was
effective July 2000.  As of December 31, 2000, the self-funded revenues under
the contract represent 17.7% of total consolidated revenues and cover 206,000
COV members.  Annually, at open enrollment, COV employees may select Trigon or
other health benefit plan choices.

NETWORKS

Trigon's HMO, PPO and PAR networks provide for the delivery of health care
services at generally reduced costs due to favorable network arrangements with
health care providers and by including members in health care decisions.  The
Company has the largest membership base in Virginia, which generally allows it
to negotiate contracts with its Virginia providers that specify favorable rates
and incorporate utilization management and other cost controls.  Members assume
responsibility for a portion of health care costs through copayments,
coinsurance and annual deductible contract provisions.  Members may choose to
receive health care services from providers not part of the network at an
additional cost to the member.  Trigon believes that the copayment, coinsurance,
annual deductible provisions and out of network costs enhance its ability to
control costs by encouraging members to take more responsibility for their
health care decisions.

                                       2
<PAGE>

Trigon established its first Health Maintenance Organization ("HMO") in 1984 and
now operates three separate HMOs.  HealthKeepers, Inc. ("HealthKeepers") is a
state qualified HMO that operates primarily in the central, eastern and
southwestern areas of Virginia.  Peninsula Health Care, Inc. ("Peninsula"), a
joint venture owned 51% by Trigon, is a state qualified HMO operating primarily
on the Peninsula in Eastern Virginia.  The Company owns Priority Inc., which
owns a federally qualified HMO, Priority Health Care, Inc. ("Priority"),
operating in the Tidewater area in Eastern Virginia.  As of December 31, 2000,
the HMO networks included approximately 2,300 primary care physicians, 5,200
specialist physicians and 53 acute care hospitals throughout Virginia.  Members
choose a primary care physician who is responsible for coordinating health care
services for the member.  The HMO product portfolio is presented to customers as
a stand-alone HMO offering, or through "Blue Advantage," a program which
includes HMO and PPO options administered and priced as a single program and
which can only be utilized by groups that contract with Trigon on an exclusive
basis.  The Company's PPO network is a statewide PPO network which, as of
December 31, 2000, included approximately 11,800 physicians and 89 acute care
hospitals within Virginia.  Members may seek care from any PPO network physician
depending on services required.  Trigon's PAR network provides more traditional
health coverage and included approximately 12,200 physicians and 89 acute care
hospitals.  The PAR network offers members greater customization of benefit
design and fewer restrictions in the use of non-network providers than the PPO
network.  Trigon expects that its PAR network and products will continue to be
an important offering for groups desiring greater flexibility and choice in
networks and benefits, as well as a source of new PPO and HMO members.  Trigon
also offers Medicaid HMO products to participants in Temporary Aid to Needy
Families program and the Aged, Blind and Disabled Individuals programs in the
Peninsula and Tidewater regions of Virginia and within the City of Richmond and
five surrounding counties in central Virginia.

Trigon's networks have contracts with hospitals, physicians and other
professionals at generally reduced rates due to the volume of business it offers
to health care providers that are a part of the network.  Hospital provider
contracts, typically three to five years in duration, are generally paid on the
basis of per diems (i.e., fixed fee schedules where the daily rate is based on
the type of service; primary method of in-patient reimbursement), per case per
admission (i.e., fixed fee schedules for all services during a member's
hospitalization), or a percentage of covered charges with limits on the
subsequent year increases.  The average rate negotiated with hospitals under
this arrangement is lower than the hospital's average standard retail charges.
Services not subject to special per case or per diem payment arrangements are
generally paid according to a fee schedule or as a percentage of billed charges.
Beginning in 1997, the Company changed its method of reimbursing hospitals for
outpatient procedures which has led to substantial savings.  Over a three-year
period, the Company converted its facility outpatient contracts from a percent
of covered charges to a fixed fee reimbursement schedule for 6,500 procedures.
When considering whether to contract with a physician, the Company conducts a
credentialing program to evaluate the applicant's professional experience,
including licensure.  The Company's HMO network provides reimbursement to almost
all of the primary care physicians in the HMO network on a capitated basis.
Specialists are reimbursed based on a fee schedule or, in some cases, on a
capitated basis.  Some ancillary services, lab services, behavioral health and
vision services are also capitated.  PPO and PAR physician provider contracts
employ fixed fee schedules, which are below standard billing rates.  The Company
uses three basic components to establish physician fee schedule payments:
Medicare's Resource Based Relative Value System methodologies, competitor
reimbursement rates and ongoing reviews of specific allowances to determine if
suitable payment levels are in place.  Physician fee schedule payments are
adjusted when considered appropriate to do so.

UTILIZATION MANAGEMENT

Trigon also manages health care costs in its networks by using utilization
management system guidelines for the networks that are intended to address
quality of care and help to ensure that only appropriate services are rendered
and that such services are provided in a cost-effective manner.  Trigon
recognizes that the right care in the right setting at the right time using the
right provider for the right price equates to quality medical care.  In the HMO
network, the primary care physicians are considered to be the overall manager of
the individual's health care needs and manage and optimize care through the use
of referrals and by approving all specialty care before it is rendered.  In
addition, the HMO reviews all high cost services needed by individual members
that are not provided by the primary care physician.  The Company also manages
health care costs and quality by reviewing monthly cost and utilization trends
within all networks.  Utilization rates and cases are reviewed in the aggregate
and by service type to identify opportunities for better quality and cost
control.  In addition, the highest cost services are studied to determine if
costs can be reduced by using new, less expensive technologies or by creating
additional networks or

                                       3
<PAGE>

contracts, such as networks for ambulatory care, to reduce provider costs. The
Company requires pre-admission approval of all hospital and skilled nursing
facility stays and concurrent review of length of stay. Trigon uses the Milliman
& Robertson Healthcare Management Guidelines (M&R) complimented by InterQual for
its medical necessity decision support criteria. M&R guidelines were developed
based on nationwide best practices benchmarks that maximize efficiency in health
care delivery. InterQual is a nationally recognized, evidence-based criteria set
developed through peer review medical literature. The Company also modifies the
decision support guidelines based on input from its regional physician panels,
thus enhancing the support of the guidelines by network providers. Trigon
prospectively reviews the medical necessity of home health, private duty nursing
and durable medical equipment. Also, the Company retrospectively reviews
physician practice patterns. Trigon conducts physician profiles that indicate
quality and cost effective standards. All new medical technologies are reviewed
in advance in an attempt to ensure that only safe and effective new medical
procedures are covered. Additionally, the Company also employs a comprehensive
disease management program. In this program, the Company identifies those
members having certain chronic diseases, such as asthma and diabetes, and
proactively works with the member and the physician to facilitate appropriate
treatment, help to ensure compliance with recommended therapies and educate
members on lifestyle modifications to manage the disease. The Company believes
that the program promotes the delivery of efficient care and helps to improve
the quality of health care delivered.

QUALITY

Trigon's HMO quality improvement standards are modeled on those of the National
Committee on Quality Assurance ("NCQA"), an independent, nonprofit institution
that reviews and accredits health maintenance and managed care organizations.
The quality improvement program instituted by the Company's HMOs provides for
the review of quality of care service and the initial and ongoing review of the
credentials of all network providers.  This credentialing process includes a
review of whether the provider has the necessary licenses, is qualified in the
specialty indicated and meets standards for safety, sanitation and
accessibility.  The HMO reviews the findings with a quality improvement
committee, which includes practicing physicians from the HMO network.  In
addition, quality of care services are monitored through profiling and data
analysis, member satisfaction surveys and problem case review. In March 2000,
Trigon's Peninsula and Priority HMOs received an accreditation status of
Excellent from the National Committee for Quality Assurance for its commercial
and Medicaid products.  HealthKeepers earned an accreditation status of
Excellent for its commercial product.  A score of Excellent is the highest level
of accreditation awarded to healthplans.  This accreditation level is reserved
for those managed care organization product lines that deliver the highest
levels of care and service, and whose clinical and administrative systems
exceed NCQA's rigorous requirements for consumer protection and quality
improvement.

The Company has an active program to evaluate the quality and appropriateness of
care provided by its PPO and PAR networks.  Provider credentialing, profiling
and member satisfaction surveys, along with monitoring of outcomes and clinical
studies are all performed to monitor and manage quality of care.  Network
physicians and other providers participate in quality management programs
overseen by medical advisory panels.  Using the Company's computerized medical
information database, these programs involve profiles of the tests, types of
treatment and procedures performed for specific diagnoses by these physicians,
as well as reviews of aggregate data.  The American Accreditation Health Care
Commission/URAC has awarded Trigon Insurance Company (dba Trigon Blue Cross Blue
Shield) ("Trigon Insurance") a full, two-year accreditation for health
utilization management services effective through May 2002.  Trigon Insurance
has been certified since 1992.

MARKETING

Trigon markets its products and services to both individuals and groups.  The
individual products are marketed principally through direct marketing
initiatives and through brokers.  The group market includes small, medium and
large group employers.  The smaller group employers generally use insurance
brokers to assist in the selection of products and analysis of the actual cost
of competing plans.  As the group size grows, employers may use consultants to
assist them in the tailoring of benefits and networks.  The larger group
employers are generally more sophisticated purchasers, often engaging
consultants to work with the Trigon sales staff to tailor benefit and network
design to match their specific needs more closely.  In addition, Trigon has a
direct sales staff that markets the full range of Trigon products and services.

                                       4
<PAGE>

COMPETITION

The health care industry is highly competitive both in Virginia and in other
states in the southeastern and mid-Atlantic United States into which the Company
principally intends to expand.  Managed care companies, including large, well-
capitalized companies which market managed care products nationwide, have also
identified the southeastern and mid-Atlantic regions of the United States as
being favorable for expansion.  In some cases, market entrants, as well as
existing health care companies, have competed with the Company for business by
offering very favorable pricing terms to customers.  The Company faces this
competition in the areas in which it is licensed to use the Blue Cross and Blue
Shield service marks and tradenames.  In areas outside of its licensed
territory, the Company's ability to successfully compete may be adversely
affected by its inability to use the Blue Cross and Blue Shield service marks
and tradenames, by the presence of competitors that are able to use such service
marks and tradenames in the areas and by the Company's lack of substantial
market share or established provider networks in these areas.  The Company also
faces competition from health care providers that combine and form their own
networks in order to contract directly with employer groups and other
prospective customers to provide health care services.

INVESTMENTS

The Company's investment policies are designed to provide liquidity to meet
anticipated payment obligations and preserve capital.  Trigon fundamentally
believes that concentrations of investments in any one asset class are unwise
due to constantly changing interest rates as well as market and economic
conditions.  Accordingly, the Company maintains a diversified investment
portfolio consisting both of fixed income and equity securities, with the
objective of producing a consistently growing income stream and maximizing risk-
adjusted total return.  The fixed income portfolio includes government and
corporate securities, both domestic and international, with an average quality
rating of AA as of December 31, 2000.  The portfolio had an average contractual
maturity of 5.6 years as of December 31, 2000.  A portion of the fixed income
portfolio is designated as a short-term fixed income portfolio and is intended
to cover near-term cash flow needs and to serve as a buffer for unanticipated
business needs.  The equity portfolios contain readily marketable securities
ranging from small growth to well-established Fortune 500 companies.  The
international portfolio is diversified by industry, country and currency-related
exposure.  As of December 31, 2000, the Company's equity exposure, comprised of
direct equity as well as equity-indexed investments, was 14.0% of the total
portfolio, as compared to 11.0% as of December 31, 1999.

The Company utilizes internal and external investment managers.  Both the
internal and external managers invest within guidelines established by the
Company designed to fit into the overall investment strategy.  These guidelines
establish minimum quality and diversification requirements that, among other
things, provide limitations on the allowable investment for a single issuer as
well as currency exposure for those managers investing in international
securities.

                                       5
<PAGE>

As of December 31, 2000, the composition of the Company's fixed income
investment securities by rating is as follows (in thousands):

<TABLE>
<CAPTION>

                                                                    ESTIMATED FAIR    PERCENT OF
                         Rating (1)                                      VALUE          TOTAL
                         ----------                             --------------------------------
<S>                                                             <C>                   <C>
Aaa...........................................................   $        873,205         51.7%
Aa............................................................             94,096          5.6
A.............................................................             98,726          5.8
Baa...........................................................            112,379          6.6
Ba............................................................            235,837         14.0
B.............................................................            115,290          6.8
Ccc or lower..................................................              3,053          0.2
P-1...........................................................             32,793          1.9
P-2...........................................................            116,441          6.9
P-3...........................................................              4,990          0.3
Not rated (principally, other fixed income investment funds)..              3,181          0.2
                                                                 ------------------------------
Total.......................................................     $      1,689,991        100.0%
                                                                 ==============================
</TABLE>

(1) Ratings are assigned by Moody's Investor Service, Inc., Standard & Poor's
    Corporation or Fitch Investors Service, L.P.

Refer to Note 4, "Investment Securities," on pages 37 through 39 of the
Company's 2000 Annual Report to Shareholders, which are incorporated herein by
reference, for additional financial information relating to the Company's
investment securities.

Other than currently or formerly occupied Company property or through mortgage-
backed securities, the Company has no investment in real estate or mortgage
loans.

INFORMATION SYSTEMS

The Company develops and maintains its own information systems.  Information
systems have played and will continue to play a key role in ongoing plans to
continually improve quality, lower costs and improve service for the Company's
customers.  Trigon's centralized common database and analytical technologies
allow for increasingly more sophisticated methods of managing costs and quality
of care.  The database includes comprehensive information on virtually all
physicians and hospitals and approximately one third of the population in
Virginia, which assists Trigon in analyzing the medical and economic performance
of providers and the medical and economic experience of specific customer groups
and individuals.

The Company uses an integrated set of applications software to support marketing
and underwriting, eligibility and billing, electronic claims submission, claims
administration, managed care programs and corporate financial management.  A
combination of custom developed and licensed systems is used to meet the unique
needs of different products and markets.  An overall systems architecture is
maintained to promote consistency of data, processing rules and flexibility.
Different systems serving the unique products or markets feed data to a
corporate information and decision support system.  This decision support system
provides a single source of information for all of the Company's data reporting
and analytic needs.  This includes operational and financial performance,
underwriting and marketing analysis, utilization management and actuarial
reporting.

                                       6
<PAGE>

REGULATION

HEALTH CARE REFORM - FEDERAL and VIRGINIA.  The Company's business is subject to
a changing legal, legislative and regulatory environment.  Some of the more
significant current issues that may affect the Company's business include:

 .  efforts to expand tort liability of health plans;
 .  initiatives to increase health care regulation;
 .  proposed class action lawsuits targeting the health care industry's efforts
   to deliver quality care at affordable costs; and
 .  proposed physician antitrust waivers.

Current initiatives to increase health care regulation at the federal level
include new legislative proposals for a "patients' bill of rights."  Such
legislation was introduced in the Senate in early February 2001 and would expand
tort liability for health plans and change the practices for deciding medical
necessity.  Similar legislation is expected to be considered by the House during
2001.  Given the general uncertainty of the political process, it is not
possible to determine what, if any, legislation will ultimately be enacted or
what the effect on the Company of any such legislation would be.

Several major companies in the health care industry have had proposed class
action lawsuits filed against them by a coalition of plaintiffs' attorneys.
Given that no such lawsuits are currently pending against the Company and given
the uncertainties of predicting the outcome of litigation generally, it is not
possible to determine at this time what the ultimate effect, if any, on the
Company of any such litigation would be.

On November 21, 2000 the Department of Labor issued its final regulation
specifying new requirements for claims and appeal procedures for ERISA regulated
group health and disability plans.  The regulation is applicable only to ERISA
regulated plans, whether they are fully-insured or self-insured.  It is
effective for claims filed on or after January 1, 2002.  The Company does not
believe that the regulation will have a material adverse impact on the
consolidated financial condition or results of operations.

During the past year the Department of Health and Human Services ("HHS") has
issued two significant sets of final regulations resulting from the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA")--one dealing with
administrative simplification and the other dealing with privacy of individually
identifiable health information.  Final regulations governing security standards
for the maintenance and transmission of health information are also expected
during 2001.  On February 23, 2001, HHS opened the privacy regulation to an
additional 30-day comment period to determine if changes in the final regulation
are required.  The compliance date for the administrative simplification
regulation is October 2002, while the compliance date for the privacy regulation
is currently April 2003.  A new Virginia law governing disclosure of privacy
practices has been passed and will be effective July 1, 2001.  This law was
enacted pursuant to federal requirements established by the Gramm-Leach-Bliley
Act.

The Company is assessing the impact of these HIPAA regulations and the state
privacy legislation on the Company's practices and operations.  The Company does
not believe that the Gramm-Leach-Bliley legislation or the HIPAA administrative
simplification regulation will have a material adverse impact on operations.
Given that the HIPAA security regulation has not been finalized and that further
changes may arise from the reopening of the privacy regulation, the Company has
not yet determined what the effect of these HIPAA regulations may be on the
Company.

At the state level, the Virginia General Assembly, in its 2001 Session, did not
pass legislation that would substantially increase health care costs, restrict
choice or drive up the number of uninsured Virginians.  At this time, the health
care legislation that did pass is not expected to have a material effect on the
Company's consolidated financial condition or results of operations.

INSURANCE COMPANY AND HMO REGULATION.  Trigon Insurance, Trigon Health and Life
Insurance Company ("Trigon Health and Life"), a health and life company, and the
three HMO subsidiaries are subject to the insurance laws and regulations of the
Commonwealth of Virginia, the domiciliary state of these companies.  In

                                       7
<PAGE>

addition, Trigon Health and Life is also subject to the insurance laws and
regulations of the other jurisdictions in which it is licensed or authorized to
do business.  These insurance laws and regulations generally give state
regulatory authorities broad supervisory, regulatory and administrative powers
over insurance companies and insurance holding companies with respect to most
aspects of their businesses.  Such regulation is intended primarily for the
benefit of the policyholders and enrollees and not investors.  Regulatory
authorities exercise extensive supervisory power over health and life insurance
companies and HMOs with respect to licensing; the approval of policy forms and
policies used; the nature of, and limitations on, a company's investments; the
periodic examination of the operations of the companies; the form and content of
annual statements and other reports required to be filed on the financial
condition of the companies; the establishment of minimum capital or net worth
requirements for these companies and other requirements.  Additionally, the HMOs
are subject to regulation regarding quality assurance, covered benefits,
contracts between the HMO and its health care providers, the accessibility of
providers in the service area of an HMO and other requirements.  State
regulatory authorities require the insurance companies and the HMOs to maintain
restricted investments represented by interest-bearing investment securities,
which are held by trustees or the state regulatory agencies as a special fund
for the policyholders and enrollees if the company fails to meet its obligations
in that state.

Trigon Insurance, the HMO subsidiaries and Trigon Health and Life are required
to file periodic statutory financial statements in each jurisdiction in which
they are licensed.  Trigon has one federally qualified HMO that is also subject
to regulation and review by the OPM and certain other federal authorities, with
which it must file periodic reports.  Areas covered by federal law are similar
to those covered by state law and regulation.  In addition, one of the Company's
HMOs offered a Medicare risk product through December 31, 1999 that subjected
that HMO to regulation and review by the U.S. Department of Health and Human
Services and certain other federal authorities as well.  Trigon Insurance, the
HMO subsidiaries and Trigon Health and Life are periodically examined by the
insurance departments of the jurisdictions in which they are licensed to do
business.

INSURANCE HOLDING COMPANY REGULATION.  Trigon Healthcare, Inc. is not regulated
as an insurance company but, as the direct or indirect owner of all the capital
stock of Trigon Insurance, the three HMOs and Trigon Health and Life, is
regulated as an insurance holding company and subject to the insurance holding
company act of Virginia, the state in which the subsidiaries are domiciled.  The
act contains certain reporting requirements as well as restrictions on
transactions between an insurer or HMO and its affiliates.  The Virginia
insurance holding company laws and regulations generally require insurance
companies and HMOs within an insurance holding company system to register with
the State Corporation Commission and to file with the State Corporation
Commission certain reports describing capital structure, ownership, financial
condition, certain intercompany transactions and general business operations.
In addition, various notice and reporting requirements generally apply to
transactions between insurance companies and HMOs and their affiliates within an
insurance holding company system, depending on the size and nature of the
transactions.  Virginia insurance holding company laws and regulations require
prior regulatory approval or, in certain circumstances, prior notice of, certain
material intercompany transfers of assets as well as certain transactions
between insurance companies, HMOs, their parent holding companies and
affiliates.

Additionally, Virginia insurance holding company acts restrict the ability of
any person to obtain control of an insurance company or HMO without prior
regulatory approval.  Without such approval (or an exemption), no person may
acquire any voting security of an insurance holding company which controls a
Virginia insurance company or HMO, or merge with such a holding company, if as a
result of such transaction such person would "control" the insurance holding
company.  "Control" is defined as the direct or indirect power to direct or
cause the direction of the management and policies of a person and is presumed
to exist if a person directly or indirectly owns or controls 10% or more of the
voting securities of another person.

RISK-BASED CAPITAL REQUIREMENTS.  Virginia has statutory risk-based capital
("RBC") requirements for health and other insurance companies.  Such
requirements are intended to assess the capital adequacy of life and health
insurers, taking into account the risk characteristics of an insurer's
investments and products.  The formula for calculating such RBC requirements,
set forth in instructions adopted by the NAIC, is designed to take into account
asset risks, insurance risks, interest rate risks and other relevant risks with
respect to an individual insurance company's business.  Under these laws, an
insurance company must submit a report of its RBC level to the Virginia State
Corporation Commission as of the end of the previous calendar year.

                                       8
<PAGE>

The RBC requirements categorize insurance companies according to the extent to
which they meet or exceed certain RBC thresholds.  The law requires increasing
degrees of regulatory oversight and intervention as an insurance company's RBC
declines.  The level of regulatory oversight ranges from requiring the insurance
company to inform and obtain approval from the domiciliary Insurance
Commissioner of a comprehensive financial plan for increasing its RBC to
mandatory regulatory intervention requiring an insurance company to be placed
under regulatory control in a rehabilitation or liquidation proceeding.

As of December 31, 2000, the RBC levels of Trigon Insurance and Trigon Health
and Life, as calculated in accordance with the NAIC RBC instructions, exceeded
all RBC thresholds.

The NAIC has proposed that states adopt RBC standards for HMOs.  On March 10,
2000, the Governor of Virginia signed into law the RBC standards for HMOs that
became effective January 1, 2001, and the Company has determined that, as of
December 31, 2000, the RBC levels for each of its HMOs exceed all RBC thresholds
under the new law.

RESTRICTIONS ON DIVIDENDS.  In the event the Company determines to pay
dividends, the principal source of funds to pay dividends to stockholders would
be dividends received by the Company from its subsidiaries.  Virginia insurance
laws and regulations restrict the payment of extraordinary dividends declared by
insurance companies, including health care insurers such as Trigon Insurance, in
a holding company system.  An insurance company is prohibited from paying an
extraordinary dividend unless it obtains the approval of the State Corporation
Commission.  An extraordinary dividend is one which, together with the amount of
dividends and distributions paid by the insurance company during the immediately
preceding 12 months, exceeds the lesser of (i) 10% of the insurance company's
statutory surplus to policyholders as of the preceding December 31 or (ii) the
insurance company's statutory net income (not including realized capital gains)
for the preceding calendar year.  Further, an insurance company may not pay a
dividend unless, after such payment, its surplus to policyholders is reasonable
in relation to its outstanding liabilities and adequate to meet its financial
needs.  The State Corporation Commission may bring an action to enjoin or
rescind payment of any dividend or distribution that would cause the insurance
company's statutory surplus to be unreasonable or inadequate.  On January 17,
2001, the State Corporation Commission approved Trigon Insurance's request to
effect an extraordinary dividend of $125 million to its parent, Trigon
Healthcare, Inc., on March 1, 2001.  As a result of this dividend, any
additional dividend distributions by Trigon Insurance during 2001 will require
the approval of the State Corporation Commission.  During 2000, 1999 and 1998,
Trigon Insurance paid dividends to its parent, Trigon Healthcare, Inc., of $125
million, $48.9 million and  $227.5 million, respectively.  The 2000 and 1999
dividends were cash dividends.  The 1998 dividend included $200.0 million of
cash and $27.5 million of stock of a wholly-owned subsidiary.

On February 2, 2001, the State Corporation Commission approved Trigon Health and
Life's request to effect an extraordinary dividend of $25 million to its parent,
Monticello Service Agency, Inc. (MSA), on March 1, 2001.  As a result of this
dividend, any additional dividend distributions by Trigon Health and Life during
2001 will require the approval of the State Corporation Commission.  MSA in turn
distributed $20 million of this extraordinary dividend to its parent, Trigon
Healthcare, Inc., on March 1, 2001.  No regulatory approval was required for
this dividend.

ASSESSMENTS AGAINST INSURERS.  Under insolvency or guaranty association laws in
most states, insurance companies can be assessed for amounts paid by guaranty
funds for policyholder losses incurred by insolvent insurance companies.  Most
state insolvency or guaranty association laws, including Virginia's, currently
provide for assessments based upon the amount of premiums received on insurance
underwritten within such state.  Substantially all of Trigon's premiums are
currently derived from insurance underwritten in Virginia.

Under the Virginia Life, Accident and Sickness Insurance Guaranty Association
(the "Association") Act, assessments against insurance companies which issue
policies of accident or sickness insurance, such as Trigon Insurance, are made
retrospectively and are based (up to prescribed limits) upon the ratio of
(i) the insurance company's premiums received in Virginia over the previous
three calendar years on accident and sickness insurance, to (ii) the aggregate
amount of premiums received by all assessed member insurance companies over such
three calendar years on accident and sickness insurance. The guaranty fund
assessments made under the act are administered by the Association, which has
its own board of directors selected by member insurers with the approval of the
State Corporation Commission. An assessment may be abated or deferred by the
Association if, in

                                       9
<PAGE>

the opinion of the board, payment would endanger the ability of the member to
fulfill its contractual obligations, but the other member insurers may be
assessed for the amount of such abatement or deferral. Any such assessment paid
by a member insurance company may be offset against its premium tax liability to
the Commonwealth of Virginia over the ten calendar years following the year of
the payment, in amounts equal to ten percent of the amount paid. The amount and
timing of any future assessments, however, cannot be reasonably estimated and
are beyond the control of the Company.

VIRGINIA'S OPEN ENROLLMENT PROGRAM.  The Commonwealth of Virginia has an open
enrollment program pursuant to which Trigon Insurance is required to offer
comprehensive accident and sickness insurance contracts to individuals without
imposition of certain underwriting criteria that would deny coverage on the
basis of medical condition, age or employment status.  As an incentive for
participating in the open enrollment program, Trigon Insurance pays Virginia
premium tax of three-fourths of one percent (0.75%) on premiums received from
individual accident and sickness insurance rather than the general Virginia
premium tax of two and one fourth percent (2.25%).  This general Virginia
premium tax applies to all accident and sickness insurance premiums received by
Trigon Insurance from group business.  To withdraw from the open enrollment
program, Trigon Insurance is required to give 24 months advance notice of
withdrawal to the State Corporation Commission.

BANKRUPTCY AND INSOLVENCY.  In the event of default on any debt incurred by the
Company or the bankruptcy of the Company, the creditors and stockholders of the
Company would have no right to proceed against the assets of Trigon Insurance or
any other subsidiary of the Company.  If Trigon Insurance were subject to a
rehabilitation or liquidation proceeding, such proceeding would be brought by
the State Corporation Commission which would act as the receiver with respect to
such insurance company's property and business.  All creditors of Trigon
Insurance, including, without limitation, members and, if applicable, the
various state guaranty associations, would be entitled to payment in full from
such assets before the Company, as a stockholder, would be entitled to receive
any distributions therefrom.

THE BLUE CROSS BLUE SHIELD LICENSE

The Company and certain of its subsidiaries have the exclusive right to use
certain Blue Cross and Blue Shield service marks and tradenames for all of their
plans and products throughout Virginia other than a small portion of the
northern Virginia suburbs adjacent to Washington, D.C.  The license requires an
annual fee to be paid to BCBSA equal to total association expenses allocated to
members based upon enrollment and premium and subjects the Company to certain
other guidelines.  BCBSA is a national trade association of Blue Cross and Blue
Shield licensees, the primary function of which is to promote and preserve the
integrity of the Blue Cross and Blue Shield name and service marks as well as
provide certain coordination among plan and provider services.  Each BCBSA
licensee is an independent legal organization and is not responsible for
obligations of other BCBSA member organizations.  The Company has no right to
use the Blue Cross and Blue Shield service marks and tradenames outside of its
designated territory within the Commonwealth of Virginia.

Under the Company's license agreement with BCBSA, an institutional investor
(generally defined as an entity identified in Rule 13d-1(b) (1) (ii) of the
rules and regulations under the Securities Exchange Act of 1934 and which makes
certifications required by item 10 of SEC Schedule 13G) may own up to 10% of the
outstanding voting securities of the Company.  All other stockholders are
subject to a 5% ownership limitation.  Ownership by any stockholder of voting
securities in excess of such limits would subject the Company to automatic
termination of its license.

The Company's Articles of Incorporation contain certain provisions which are
intended to prevent any holder from acquiring shares in excess of the limits set
forth in the Company's license agreement.  However, there can be no assurance
that a court would enforce these provisions or that if these provisions were not
enforced that the Company would retain the license from BCBSA.  If the BCBSA
license were to be terminated, there would be a material adverse effect on the
Company's business and operations, which the Company does not believe it can
meaningfully quantify.

The license agreements between BCBSA and its licensees prohibit a licensee from
entering into certain transactions which would result in an unlicensed entity
obtaining control of the licensee or acquiring a substantial portion of the
licensee's assets related to services provided under the Blue Cross or Blue
Shield service marks.  The license

                                       10
<PAGE>

agreements also require that a licensee pay to BCBSA a specific amount upon
termination of the license agreement, subject to certain limited exceptions. The
amount payable upon termination of the license agreement is equal to $25
multiplied by the number of the licensee's members receiving products or
services sold or administered under the Blue Cross or Blue Shield service marks,
subject to reduction to the extent the payment of such fee would cause such
licensee to fall below certain capital requirements established by the BCBSA.

RATING

SUBSIDIARIES.  Trigon Insurance, HealthKeepers and Peninsula are each presently
assigned a rating of "A" (Excellent) by A.M. Best Company. Priority is presently
assigned an A.M. Best rating of "A-" (Excellent). A.M. Best's ratings are
divided into two broad categories - Secure and Vulnerable. All of the ratings
assigned to the Company's subsidiaries are classified as Secure. The ratings of
"A" and "A-" are assigned to companies which have, on balance, excellent
financial strength, operating performance and market profile when compared to
the standards established by the A.M. Best Company. It is the opinion of A.M.
Best Company that such companies have a strong ability to meet their ongoing
obligations. Such ratings are not directed to the protection of investors and
are subject to review and change over time. In March 2000, Trigon Insurance
received both a counterparty credit rating and an insurer financial strength
rating of "AA-" (Very Strong) from Standard & Poor's. The counterparty credit
rating is an opinion of the company's overall creditworthiness and financial
capacity to pay its financial obligations. This rating indicated the company has
a strong capacity to meet its financial commitments. The insurer financial
strength rating is a current opinion that the financial security characteristics
of the company are very strong with respect to its ability to pay under its
insurance contracts in accordance with the contract terms.

COMMERCIAL PAPER.  Standard and Poor's assigned its A-1 short-term issuer credit
rating to Trigon's $300 million commercial paper program in March 2000. An
obligor rated `A-1' by Standard and Poor's has STRONG capacity to meet its
financial commitments, and is rated in the highest category by Standard &
Poor's.

In March 2000 Fitch issued an F1 Short-Term credit rating to Trigon's $300
million private placement commercial paper program.  Issuers rated F1 by Fitch
have the highest credit quality, indicating the strongest capacity for timely
payment of financial commitments.  F1 ratings typically are provided to issuers
with a conservative capital profile, strong liquidity, high-quality investments,
an excellent competitive profile, and consistent strong earnings.

In March 2000, Moody's Investors Service assigned a Prime-2 short-term debt
rating to Trigon's $300 million commercial paper program.  Issuers rated Prime-2
by Moody's have a strong ability for repayment of senior short-term debt
obligations.  This is normally evidenced by leading market positions in well-
established industries, high rates of return on funds employed, conservative
capitalization structure, broad margins in earnings coverage of fixed financial
charges and high internal cash generation, and the maintenance of ample
alternate liquidity, although capital characteristics may be more affected by
external conditions than issuers rated Prime-1 by Moody's.

EMPLOYEES

As of December 31, 2000, the Company had 3,917 full-time and 82 part-time
employees.  The employees are primarily located in Virginia, with the majority
of the Virginia employees in the cities of Richmond and Roanoke.  Employees are
also located in Delaware, Georgia, Illinois, Maryland, New Jersey, North
Carolina, Oklahoma, Pennsylvania and Washington D.C.  The Company believes that
its relationship with its employees is good.  No employees are subject to
collective bargaining agreements.

EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
                                            Age as of
                Name                    December 31, 2000                        Position
------------------------------------  ----------------------  ----------------------------------------------
<S>                                   <C>                     <C>
Thomas G. Snead, Jr.                             47             Chairman of the Board and Chief Executive
                                                                Officer

William P. Bracciodieta, M.D.                    55             Senior Vice President and Chief Medical
                                                                Officer

</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                            Age as of
                Name                    December 31, 2000                        Position
------------------------------------  ----------------------  ----------------------------------------------
<S>                                   <C>                     <C>
Ralph T. Bullock, Jr.                            51             Senior Vice President and Chief Information
                                                                Officer

Thomas R. Byrd                                   43             Senior Vice President and Chief Financial
                                                                Officer

James W. Copley, Jr.                             48             Senior Vice President and Chief Investment
                                                                Officer

Kathy Ashby Merry                                38             Senior Vice President, Operations

Ronald M. Nash                                   63             Senior Vice President, Corporate Services

Paul F. Nezi                                     53             Senior Vice President, Virginia Group Business

Timothy P. Nolan                                 39             Senior Vice President, Marketing and
                                                                Corporate Development

Thomas A. Payne                                  56             Senior Vice President, Corporate Audit

Peter L. Perkins                                 43             Senior Vice President and Chief Actuary

David P. Wade                                    44             Senior Vice President, Government and
                                                                Individual Business

J. Christopher Wiltshire                         46             Senior Vice President, General Counsel and
                                                                Corporate Secretary
</TABLE>

For a listing of the positions held with the Company by each executive officer
and other information, refer to "Officers," on page 56 of Trigon Healthcare
Inc.'s 2000 Annual Report to Shareholders, which is incorporated herein by
reference.

SERVICE MARKS

The Company has registered and maintains several service marks, trademarks and
tradenames at the federal level, in the Commonwealth of Virginia and in certain
other states.  "Trigon," "Keycare" and "HealthKeepers" are included among these
marks.  Although the Company considers its registered service marks, trademarks
and tradenames important in the operation of its business, the business of the
Company is not dependent on any individual service mark, trademark or tradename.
For a discussion of the Company's license to use certain Blue Cross and Blue
Shield service marks and tradenames, see "The Blue Cross Blue Shield License."

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the document.  The Company desires to
take advantage of these safe harbor provisions.  Certain information contained
in this Form 10-K is forward-looking within the meaning of the Act or Securities
and Exchange Commission rules.  Words such as expects, anticipates, intends,
plans, believes, seeks or estimates, or variations of such words and similar
expressions are also intended to identify forward-looking statements.  Such
forward-looking statements are subject to inherent risks and uncertainties, many
of which are beyond the control of the Company.  Set forth below are certain
important factors that, in addition to general economic conditions and

                                       12
<PAGE>

other factors, some of which are discussed elsewhere in this Form 10-K, may
affect these forward-looking statements and the Company's business generally.

ESCALATING HEALTH CARE COSTS AND THE HEALTH CARE INDUSTRY.  The Company's
profitability depends in large part on accurately predicting and effectively
managing health care costs.  Predicting medical costs is difficult partially due
to the variability of medical inflation.  Trigon continually reviews and adjusts
its premium and benefit structure to reflect its underlying claims experience
and revised actuarial data; however, several factors could adversely affect the
medical loss ratios.  Certain of these factors, which include changes in health
care practices, inflation, new technologies, major epidemics, natural disasters
and malpractice litigation, are beyond any health plan's control and could
adversely affect the Company's ability to accurately predict and effectively
control health care costs.

Competitive price pressures in the health insurance and managed care industry,
which generally result from the entry and exit of health care companies in the
marketplace, historically have resulted in, or contributed to, pricing and
profitability cycles.  While we believe structural changes in the managed health
care and health insurance industry have altered traditional cyclical patterns,
there can be no assurance that a continuation of the typical cyclical pattern
will not adversely affect the profitability of the Company in the next few
years.

COMPETITION.  The health care industry is highly competitive both in Virginia
and in other states in the southeastern and mid-Atlantic United States into
which the Company principally intends to expand.  See "Competition."  There is
no assurance that the overall competition will not exert strong pressures upon
Trigon's profitability, its ability to increase enrollment, or its ability to
successfully pursue growth in areas both within and outside of Virginia.

GOVERNMENT REGULATION.  The Company and its subsidiaries are subject to federal
and state regulation.  See "Regulation."  Regulatory initiatives may be
undertaken in the future, either at the federal or state level, to engage in
structural reform of the health care industry in order to reduce the escalation
in health care costs or to make health care more accessible.  Such reform, if it
occurs, could adversely affect Trigon's results of operations or financial
condition.

POTENTIAL RISKS ASSOCIATED WITH GROWTH THROUGH ACQUISITIONS.  As a result of the
expansion of managed care companies into Virginia and the southeastern and mid-
Atlantic regions of the United States, the competition to purchase health care
companies has intensified, which in many instances has resulted in significant
increases in the costs of acquiring such companies, and which could affect the
availability of attractive acquisition opportunities.  In addition, the Company
has no significant experience in expanding its managed health care business
outside Virginia.  There can be no assurance that the Company will successfully
identify or complete acquisitions or that any acquisitions, if completed, will
perform as expected or will contribute significant revenues or profits to the
Company.  The Company's ability to expand successfully outside of Virginia
through acquisitions or otherwise may be adversely affected by its inability to
use the Blue Cross and Blue Shield service marks and trademarks outside of the
Company's licensed territory in Virginia, by the Company's lack of substantial
market share or established provider networks outside of Virginia and by the
presence of competitors with strong market positions in these areas.

CONCENTRATION OF BUSINESS IN VIRGINIA.  While the Company's growth strategy
includes expansion outside Virginia, for the foreseeable future a significant
portion of the Company's revenues may be subject to economic factors specific to
Virginia.  Therefore, there can be no assurance that a downturn in the Virginia
economy would not adversely affect the Company.

POTENTIAL LOSS OF BLUE CROSS AND BLUE SHIELD SERVICE MARKS AND TRADENAMES.
Trigon and the BCBSA are parties to a license agreement pursuant to which the
Company and certain of its subsidiaries have the exclusive right to use certain
Blue Cross and Blue Shield service marks and tradenames for their products
throughout Virginia other than certain northern Virginia suburbs adjacent to
Washington, D.C.  See "The Blue Cross Blue Shield License."  If the BCBSA
license were to be terminated, there would be a material adverse effect on the
Company's business and operations, which the Company does not believe it can
meaningfully quantify.  To the extent that the Company continues to use the Blue
Cross and Blue Shield service marks and tradenames in marketing its managed care
products, there can be no assurance that any negative publicity concerning BCBSA
and

                                       13
<PAGE>

other BCBSA licenses will not adversely affect the sales of the Company's
managed care products and the Company's operations.

ITEM 2.  PROPERTIES

The Company is headquartered in Richmond, Virginia, where it owns a four-story
building with 268,000 square feet of office space.  The Company also owns an
office facility and warehouse in Roanoke, Virginia with 190,500 square feet.
The Company leases additional office space totaling 447,400 square feet in
Richmond, 120,900 square feet in Roanoke and other locations in Virginia and
6,000 square feet combined in Maryland, Pennsylvania and North Carolina.  These
properties are primarily used by the health insurance segment for operations and
for corporate administration.  The Company also owns a 70,800 square foot office
facility in Fayetteville, North Carolina that is for sale.

Square footage utilized by segment as of December 31, 2000 was as follows:
health insurance, 833,600; government programs, 29,000; investments, 3,900; and
other reportable segments, 50,300.  The remaining 116,000 square feet utilized
by the Company was used for corporate administration.

ITEM 3.  LEGAL PROCEEDINGS

On June 9, 2000, the Company's subsidiary, Trigon Insurance Company, filed a
lawsuit against the federal government for the recovery of federal income tax
overpayments for the years 1989 through 1995.  If successful, the Company
expects to recover approximately $35 million in cash refunds plus interest of
about $20 million and to receive tax refunds for the years 1996 through 1999 of
about $65 million.  In addition, if the Company is successful it could receive
substantial additional tax credits that could lower federal income tax liability
in future years.

The lawsuit, filed in the United States District Court for the Eastern District
of Virginia, relates to the initial valuation and deductibility of the Company's
assets when, along with other Blue Cross or Blue Shield organizations, it became
subject to federal income taxation in 1987. As part of this change in tax
status, Congress provided that if a Blue Cross or Blue Shield organization
disposed of an asset that it had acquired while tax-exempt, its taxable gain or
loss would be computed by reference to the asset's fair market value at the time
the organization became subject to tax. The Company is seeking deductions for
losses incurred on the termination of certain customer and provider contracts
that were held by it on January 1, 1987, based on the fair market value of the
contracts on that date.

The Internal Revenue Service asserts that the Company is not entitled to deduct
losses incurred on the termination of these contracts. The resolution of the
Company's refund claim is subject to uncertainties, including whether the court
will allow the deductions and, if so, the amount of the deductions that will be
allowed. While the Company believes that its claim is meritorious, it cannot
predict the ultimate outcome of the claim.

The Company and certain of its subsidiaries are involved in various other legal
actions occurring in the normal course of their business.  While the ultimate
outcome of such litigation cannot be predicted with certainty, in the opinion of
Company management, after consultation with counsel responsible for such
litigation, the outcome of those actions is not expected to have a material
adverse effect on the financial condition and results of operations of the
Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

                                       14
<PAGE>

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Refer to page 28, "Market Prices of Common Stock and Dividend Data," of Trigon
Healthcare Inc.'s 2000 Annual Report to Shareholders, which is incorporated
herein by reference.

Refer to "Part 1 - Business -- Regulation -- Insurance Holding Company
Regulation" and "Part 1 - Business -- Regulation -- Restrictions on Dividends"
for discussion of insurance holding company regulations and dividend
restrictions.  In addition, under the terms of the Company's $300 million
revolving credit agreement and Amendment Nos. 1 and 2, the Company may not pay
dividends on the Company's common stock unless the aggregate of all dividends
paid by the Company plus payments to purchase, redeem or otherwise acquire
capital stock of the Company (other than the Commonwealth Payment and purchases
of Company capital stock made on or after December 1, 1999 in an aggregate
amount not to exceed $150 million) does not exceed the sum of (i) $10 million
plus (ii) 50% of the consolidated net income (or minus 100% of consolidated net
loss) of the Company for the period from February 5, 1997, the completion date
of the Demutualization, through the end of the most recently completed fiscal
quarter, plus (iii) an amount (not to exceed $50 million) equal to 50% of the
cumulative cash dividends paid out of income of certain subsidiaries of the
Company earned prior to January 1, 1997 and received by the Company after the
effective date of the revolving credit agreement and before December 31, 1997.

ITEM 6.  SELECTED FINANCIAL DATA

Refer to pages 18 and 19, "Selected Consolidated Financial and Operating Data,"
of Trigon Healthcare Inc.'s 2000 Annual Report to Shareholders, which are
incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Refer to pages 20 through 26, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," of Trigon Healthcare Inc.'s 2000 Annual
Report to Shareholders, which are incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to page 27, "Quantitative and Qualitative Disclosures About Market Risk,"
of Trigon Healthcare Inc.'s 2000 Annual Report to Shareholders, which is
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Refer to pages 29 through 53, the Consolidated Financial Statements, page 54,
"Independent Auditors' Report," and page 17,  "Quarterly Financial Information,"
of Trigon Healthcare Inc.'s 2000 Annual Report to Shareholders, which are
incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Refer to pages 1 through 2, "Election of Directors," and page 5, "Section 16(a)
Beneficial Ownership Reporting Compliance," of the Company's definitive Proxy
Statement dated March 23, 2001, which are incorporated herein by reference
solely as they relate to the Directors of the Company.

                                       15
<PAGE>

Pursuant to General Instruction G(3) to Form 10-K, information as to executive
officers of the Company is set forth in Part I of this Form 10-K.  See "Item 1 -
Business -- Executive Officers."

ITEM 11.  EXECUTIVE COMPENSATION

Refer to pages 6 through 10, "Compensation of Executive Officers," of the
Company's definitive Proxy Statement dated March 23, 2001, which are
incorporated herein by reference solely as they relate to this item.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Refer to pages 3 and 4, "Beneficial Ownership of Securities," of the Company's
definitive Proxy Statement dated March 23, 2001, which are incorporated herein
by reference solely as they relate to this item.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

R. Gordon Smith, a director of the Company, is a partner of McGuire, Woods,
Battle & Boothe, LLP, a law firm which serves as counsel to the Company and its
subsidiaries.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report.
    1. Consolidated Financial Statements from Trigon Healthcare Inc.'s 2000
        Annual Report to Shareholders are incorporated herein by reference in
        Item 8:

        -- Consolidated Balance Sheets as of December 31, 2000 and 1999
           (page 29)
        -- Consolidated Statements of Operations for the years ended
           December 31, 2000, 1999 and 1998 (page 30)
        -- Consolidated Statements of Changes in Shareholders' Equity and
           Comprehensive Income for the years ended December 31, 2000, 1999
           and 1998 (page 31)
        -- Consolidated Statements of Cash Flows for the years ended
           December 31, 2000, 1999 and 1998 (page 32)
        -- Notes to Consolidated Financial Statements (pages 33 through 53)
        -- Independent Auditors' Report (page 54)

    2.  Financial statement schedules
       <TABLE>
       <S>                                                              <C>
        Independent Auditors' Report..................................  (filed herein on page S-1)
        Schedule I - Condensed Financial Information of Registrant
         (parent only) as of December 31, 2000 and 1999 and for the
         years ended December 31, 2000, 1999 and 1998.................  (filed herein on pages S-2 - S-7)
       </TABLE>


    3.   Exhibits.  The following is a list of exhibits to this Form 10-K.

<TABLE>
<CAPTION>
Exhibit
Number      Description
------      -----------
<S>         <C>
    2        -- Amended and Restated Plan of Demutualization (incorporated by reference
                to exhibits filed with the Company's Registration Statement on Form S-1
                (registration number 333-09773)).

    3.1      -- Amended and Restated Articles of Incorporation of Trigon Healthcare,
                Inc. (incorporated by reference to exhibits filed with the Company's
                Registration Statement on Form S-1 (registration number 333-09773)).

    3.2      -- Amended and Restated Bylaws of Trigon Healthcare, Inc. dated April 28,
                1999 (incorporated by reference to exhibits filed with the Company's
                Form 10-Q for the period ended March 31, 1999).
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number      Description
------      -----------
<S>         <C>
    3.3      -- Articles of Amendment to Amended and Restated Articles of
                Incorporation setting forth the designation, preferences and rights of
                Series A Junior Participating Preferred Stock of Trigon Healthcare, Inc.
                dated July 16, 1997 (Incorporated by reference to exhibits filed with
                the Company's Form 8-A/A filed on July 16, 1997).

    4        -- Form of Stock Certificate (other Instruments Defining the Rights of
                Security-Holders) (incorporated by reference to exhibits filed with the
                Company's Registration Statement on Form S-1 (registration number 333-
                09773)).

    4.1      -- Rights Agreement dated as of July 16, 1997 between Trigon Healthcare,
                Inc. and First Chicago Trust Company of New York, as Rights Agent
                (incorporated by reference to exhibits filed with the Company's Form 8-
                A/A filed on July 16, 1997).

    4.2      -- Form of Rights Certificate (incorporated by reference to exhibits
                filed with the Company's Form 8-A/A filed on July 16, 1997).

   10.1      -- License Agreement by and between the Blue Cross and Blue Shield
                Association and the Company (incorporated by reference to exhibits filed
                with the Company's Form 10-K for the year ended December 31, 1996).
                      (a) Blue Cross license
                      (b) Blue Shield license

   10.2      -- Limited Fixed Return Plan for Certain Officers and Directors of
                Trigon Insurance Company  (incorporated by reference to exhibits filed
                with the Company's Registration Statement on Form S-1 (registration
                number 333-09773)). *

   10.4       -- Non-Contributory Retirement Program for Certain Employees of Trigon
                Insurance Company  (incorporated by reference to exhibits filed with the
                Company's Registration Statement on Form S-1 (registration number
                333-09773)). *

   10.5      -- Amended and Restated Supplemental Executive Retirement Program for
                Certain Employees of Trigon Insurance Company dated as of October 1,
                1998 (incorporated by reference to exhibits filed with the Company's
                Form 10-K for the year ended December 31, 1998). *

   10.6      -- Salary Deferral Plan for Norwood H. Davis, Jr. (incorporated by
                reference to exhibits filed with the Company's Registration Statement on
                Form S-1 (registration number 333-09773)). *

   10.7      -- Amended and Restated Employment Agreement dated September 16, 1998
                by and between Trigon Insurance Company and Norwood H. Davis, Jr.
                (incorporated by reference to exhibits filed with the Company's
                Form 10-Q for the period ended September 30, 1998). *

   10.9      -- Amended and Restated Employees' Thrift Plan of Trigon Insurance
                Company dated as of October 1, 1998 (incorporated by reference to
                exhibits filed with the Company's Form 10-K for the year ended
                December 31, 1998). *

   10.10     -- Amended and Restated Trigon Insurance Company 401(k) Restoration
                Plan dated as of October 1, 1998 (Incorporated by reference to exhibits
                filed with the Company's Form 10-K for the year ended December 31,
                1998). *

   10.12     -- Form of Employment Agreement dated as of December 12, 1990 by and
                between Trigon Insurance Company and John C. Berry and certain other
                executive officers (incorporated by reference to exhibits filed with the
                Company's Registration Statement on Form S-1 (registration number
                333-09773)). *

   10.14     -- Credit Agreement dated as of February 5, 1997 among Trigon
                Healthcare, Inc., the banks party thereto and Morgan Guaranty Trust
                Company of New York, as Agent (incorporated by reference to exhibits
                filed with the Company's Form 10-K for the year ended December 31,
                1996).

   10.15     -- 1997 Stock Incentive Plan (incorporated by reference to exhibits
                filed with the Company's Proxy Statement dated March 13, 1997). *
   10.16     -- Employee Stock Purchase Plan (incorporated by reference to
                exhibits filed with the Company's Proxy Statement dated March 13, 1997).*
   10.17     -- Non-Employee Directors Stock Incentive Plan (incorporated by
                reference to exhibits filed with the Company's Proxy Statement dated
                March 13, 1997). *

   10.18     -- Amendment to the License Agreement by and between the Blue Cross
                and Blue Shield Association and the Company (incorporated by reference
                to exhibits filed with the Company's Form 10-Q for the period ended
                September 30, 1997).

   10.19     -- Amendment to the Non-Contributory Retirement Program for Certain
                Employees of Trigon Insurance Company (incorporated by reference to
                exhibits filed with the Company's Form 10-K for the year ended
                December 31, 1997). *

</TABLE>

                                       17
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number      Description
------      -----------
<S>         <C>
   10.20     -- Form of Executive Continuity Agreement dated as of September 16,
                1998 between Trigon Insurance Company and Thomas G. Snead, Jr. and
                certain other executive officers (incorporated by reference to exhibits
                filed with the Company's Form 10-Q for the period ended
                September 30, 1998). *

   10.21     -- Form of Executive Continuity Agreement dated as of September 16,
                1998 between Trigon Insurance Company and John C. Berry and certain
                other executive officers (incorporated by reference to exhibits filed
                with the Company's Form 10-Q for the period ended September 30, 1998). *

   10.22     -- Amendment to the Non-Contributory Retirement Program for Certain
                Employees of Trigon Insurance Company (now to be known as) The Trigon
                Insurance Company Retirement Program dated as of October 1, 1998
                (incorporated by reference to exhibits filed with the Company's
                Form 10-K for the year ended December 31, 1998) *

   10.23     -- Clarifying Amendment to the Non-Contributory Retirement Program for
                Certain Employees of Trigon Insurance Company (now to be known as) The
                Trigon Insurance Company Retirement Program dated as of October 1, 1998
                (incorporated by reference to exhibits filed with the Company's
                Form 10-K for the year ended December 31, 1998). *

   10.24     -- Thomas G. Snead Employment Agreement dated May 19, 1999
                (incorporated by reference to exhibits filed with the Company's
                Form 10-Q for the period ended June 30, 1999). *

   10.25     -- Amendment No. 1 to Executive Continuity Agreement Between Trigon
                Insurance Company and Thomas G. Snead, Jr. dated May 19, 1999
                (incorporated by reference to exhibits filed with the Company's
                Form 10-Q for the period ended June 30, 1999). *

   10.26     -- Clarifying Amendment No. 2 to the Non-Contributory Retirement
                Program for Certain Employees of Trigon Insurance Company (now to be
                known as) The Trigon Insurance Company Retirement Program (incorporated
                by reference to exhibits filed with the Company's Form 10-K for the year
                ended December 31, 1999). *

   10.27     -- Clarifying Amendment No. 3 to the Non-Contributory Retirement
                Program for Certain Employees of Trigon Insurance Company (now to be
                known as) The Trigon Insurance Company Retirement Program (incorporated
                by reference to exhibits filed with the Company's Form 10-K for the year
                ended December 31, 1999).  *

   10.28     -- Clarifying Amendment No. 4 to The Trigon Insurance Company
                Retirement Program (incorporated by reference to exhibits filed with the
                Company's Form 10-K for the year ended December 31, 1999). *

   10.29     -- Amendment No. 1 dated December 14, 1999 to the Credit Agreement
                dated as of February 5, 1997 among Trigon Healthcare, Inc., the banks
                party thereto and Morgan Guaranty Trust Company of New York, as Agent
                (incorporated by reference to exhibits filed with the Company's
                Form 10-K for the year ended December 31, 1999).

   10.30     -- First amendment to the Trigon Healthcare, Inc. 1997 Stock Incentive
                Plan dated February 15, 2000 (incorporated by reference to exhibits
                filed with the Company's Form 10-Q for the period ended March 31, 2000). *

   10.31     -- Amendment No. 2 dated March 24, 2000 to the Credit Agreement dated as
                of February 5, 1997 among Trigon Healthcare, Inc., the banks party
                thereto and Morgan Guaranty Trust Company of New York, as Agent.

   11        -- Computation of per share earnings.  Refer to Note 15, "Net Income and
                Net Income Per Share," on page 48 of Trigon Healthcare Inc.'s 2000
                Annual Report to Shareholders, which is incorporated herein by
                reference.

   13        -- Excerpts from the Company's Annual Report to Shareholders for the year
                ended December 31, 2000.
   21        -- Subsidiaries of the Registrant.
   23.1      -- Consent of KPMG LLP.
</TABLE>

*  Management contract or compensatory plan or arrangement required to be filed
   as an exhibit to this Form 10-K pursuant to Item 14(c) of this Form 10-K.

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

                                       18
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                             TRIGON HEALTHCARE, INC.
                                  Registrant


                               By:  /s/ THOMAS R. BYRD
                                    -----------------------
                                    THOMAS R. BYRD

                            Title:  SENIOR VICE PRESIDENT AND
                                     CHIEF FINANCIAL OFFICER

Date:  March 21, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

   SIGNATURE                TITLE                                       DATE
   ---------                -----                                       ----
<S>                         <C>                                         <C>


/s/ THOMAS G. SNEAD, JR.    Chairman of the Board and
------------------------    Chief Executive Officer
THOMAS G. SNEAD, JR.        (Principal Executive Officer)               March 20, 2001




/s/ THOMAS R. BYRD          Senior Vice President and Chief
------------------          Financial Officer  (Principal Financial
THOMAS R. BYRD              and Accounting Officer)                     March 21, 2001




/s/ A. HUGH EWING, III      Director                                    March 22, 2001
----------------------
A. HUGH EWING, III



/s/ ROBERT M. FREEMAN       Director                                    March 20, 2001
---------------------
ROBERT M. FREEMAN



/s/ WILLIAM R. HARVEY       Director                                    March 22, 2001
---------------------
WILLIAM R. HARVEY, Ph.D.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

SIGNATURE                   TITLE                                      DATE
---------                   -----                                      ----
<S>                         <C>                                        <C>


/s/ GARY A. JOBSON          Director                                    March 21, 2001
-------------------
GARY A. JOBSON



/s/ JOSEPH S. MALLORY       Director                                    March 26, 2001
----------------------
JOSEPH S. MALLORY



/s/ DONALD B. NOLAN         Director                                    March 21, 2001
--------------------
DONALD B. NOLAN, M.D.



/s/ WILLIAM N. POWELL       Director                                    March 23, 2001
----------------------
WILLIAM N. POWELL



/s/ JOHN SHERMAN, JR.       Director                                    March 20, 2001
---------------------
JOHN SHERMAN, JR.



/s/ R. GORDON SMITH         Director                                    March 26, 2001
-------------------
R. GORDON SMITH, ESQ.



/s/ HUBERT R. STALLARD      Director                                    March 20, 2001
----------------------
HUBERT R. STALLARD



/s/ JACKIE M. WARD          Director                                    March 22, 2001
------------------
JACKIE M. WARD
</TABLE>

<PAGE>

                         Independent Auditors' Report
The Board of Directors
Trigon Healthcare, Inc.:


Under date of February 9, 2001, we reported on the consolidated balance sheets
of Trigon Healthcare, Inc. and subsidiaries as of December 31, 2000 and 1999,
and the related consolidated statements of operations, changes in shareholders'
equity and comprehensive income and cash flows for each of the years in the
three-year period ended December 31, 2000.  In connection with our audits of the
aforementioned consolidated financial statements, we also audited the related
financial statement schedule included in this annual report on Form 10-K.  This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.


/s/ KPMG LLP

Richmond, Virginia
February 9, 2001

                                      S-1
<PAGE>

                                                                      SCHEDULE I

                    TRIGON HEALTHCARE, INC. AND SUBSIDIARIES
         CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

                                 Balance Sheets
                           December 31, 2000 and 1999
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                              2000                 1999
                                                                        ---------------      ---------------
<S>                                                                    <C>                  <C>
ASSETS

Current assets
    Cash                                                                $             -                    -
    Investment securities, at estimated fair value                              389,776              319,705
    Other receivables                                                            16,701                5,084
    Income taxes receivable                                                      14,994                    -
    Other                                                                             3                   43
                                                                        ---------------      ---------------
Total current assets                                                            421,474              324,832
                                                                        ---------------      ---------------

Investment in subsidiaries *                                                    884,321              871,121
Deferred income taxes                                                               688                  947
Other assets                                                                        223                  428
                                                                        ---------------      ---------------
Total assets                                                            $     1,306,706            1,197,328
                                                                        ===============      ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued expenses                               $         2,326                3,667
    Deferred income taxes                                                             -                3,615
    Income taxes payable                                                              -                5,099
    Payable for investment securities                                            13,826                2,990
    Payable to affiliates *                                                         244                    -
                                                                        ---------------      ---------------
Total current liabilities                                                        16,396               15,371
                                                                        ---------------      ---------------
Long-term debt                                                                  275,448              245,000
                                                                        ---------------      ---------------
Total liabilities                                                               291,844              260,371
                                                                        ---------------      ---------------

SHAREHOLDERS' EQUITY

    Common stock, $0.01 par; shares issued and outstanding:
        37,539, 2000; 38,200, 1999                                                  375                  382
    Capital in excess of par                                                    802,584              816,517
    Retained earnings                                                           205,045              112,896
    Unearned compensation - restricted stock                                     (2,234)              (1,926)
    Accumulated other comprehensive income                                        9,092                9,088
                                                                        ---------------      ---------------
 Total shareholders' equity                                                   1,014,862              936,957

Commitments and contingencies
                                                                        ---------------      ---------------
Total liabilities and shareholders' equity                              $     1,306,706            1,197,328
                                                                        ===============      ===============
</TABLE>

*Amounts are eliminated in consolidation.

See accompanying independent auditors' report and notes to condensed financial
information.

                                      S-2
<PAGE>

                                                                      SCHEDULE I

                    TRIGON HEALTHCARE, INC. AND SUBSIDIARIES
   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY), CONTINUED

                            Statements of Operations
              For the years ended December 31, 2000, 1999 and 1998
                                 (in thousands)

<TABLE>
<CAPTION>                                                                       2000                 1999                 1998
                                                                ----------------      ---------------      ---------------
<S>                                                            <C>                   <C>                  <C>
REVENUES

    Investment income                                           $         32,087               19,157               12,590
    Net realized gains (losses)                                           (4,431)              (8,051)                 614
    Cash dividends from subsidiaries *                                   125,000               48,900              200,000
                                                                ----------------      ---------------      ---------------

Total revenues                                                           152,656               60,006              213,204

EXPENSES
    Selling, general and administrative expenses                           4,418                2,095                2,359
    Interest expense                                                      17,249                8,359                5,291
                                                                ----------------      ---------------      ---------------

Total expenses                                                            21,667               10,454                7,650
                                                                ----------------      ---------------      ---------------

Income before income taxes and equity in undistributed
 earnings of subsidiaries                                                130,989               49,552              205,554


Income tax expenses                                                          554                  106                  941
                                                                ----------------      ---------------      ---------------

Income before equity in undistributed earnings of
 subsidiaries                                                            130,435               49,446              204,613


Equity in undistributed earnings of subsidiaries *                       (18,426)             (28,983)             (81,041)
                                                                ----------------      ---------------      ---------------

Net income                                                      $        112,009               20,463              123,572
                                                                ================      ===============      ===============
</TABLE>

*Amounts are eliminated in consolidation.

See accompanying independent auditors' report and notes to condensed financial
information.

                                      S-3
<PAGE>

                                                                      SCHEDULE I

                    TRIGON HEALTHCARE, INC. AND SUBSIDIARIES
   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY), CONTINUED

     Statements of Changes in Shareholders' Equity and Comprehensive Income
              For the years ended December 31, 2000, 1999 and 1998
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                       Capital                                        Other
                                           Common     in Excess     Retained       Unearned       Comprehensive
                                            Stock       of Par      Earnings     Compensation         Income          Total
                                         -----------  ------------  -----------  ---------------  ----------------  ---------
<S>                                     <C>           <C>           <C>          <C>              <C>               <C>

Balance at January 1, 1998               $    423       842,035       78,982                -            37,297       958,737

Net income                                      -             -      123,572                -                 -       123,572
Minimum pension liability adjustment,
 net of income taxes                            -             -            -                -            (1,149)       (1,149)

Net unrealized losses on investment
 securities, net of income taxes                -             -            -                -            (7,088)       (7,088)

                                                                                                                    ---------
Comprehensive income                                                                                                  115,335

Adjustment to cash payments to
 eligible policyholders in lieu of
 shares of common stock in the
 Demutualization                                -          (690)           -                -                 -          (690)



Purchase and reissuance of common
 stock under stock option and other
 employee benefit plans, including
 tax benefits                                   -        (1,307)           -                -                 -        (1,307)



Change in common stock held by
 consolidated grantor trusts                    -          (851)           -                -                 -          (851)
                                         -----------  ------------  -----------  ---------------  ----------------  ---------

Balance at December 31, 1998             $    423       839,187      202,554                -            29,060     1,071,224

Net income                                      -             -       20,463                -                 -        20,463
Change in minimum pension liability,
 net of income taxes                            -             -            -                -               834           834

Net unrealized losses on investment
 securities, net of income taxes                -             -            -                -           (20,806)      (20,806)

                                                                                                                    ---------
Comprehensive income                                                                                                      491

Repurchase and retirement of common
 stock                                        (41)      (20,500)    (110,121)               -                 -      (130,662)

Purchase and reissuance of common
 stock under stock option and other
 employee benefit plans, including
 tax benefits and net of amortization           -          (767)           -           (1,926)                -        (2,693)



Change in common stock held by
 consolidated grantor trusts                    -        (1,403)           -                -                 -        (1,403)
                                         -----------  ------------  -----------  ---------------  ----------------  ---------


Balance at December 31, 1999             $    382       816,517      112,896           (1,926)            9,088       936,957
                                         ===========  ============  ===========  ===============  ================  =========

</TABLE>

                                      S-4
<PAGE>

                                                                      SCHEDULE I

                    TRIGON HEALTHCARE, INC. AND SUBSIDIARIES
   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY), CONTINUED

    Statements of Changes in Shareholders' Equity and Comprehensive Income,
                                   Continued
              For the years ended December 31, 2000, 1999 and 1998
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                       Capital                                        Other
                                           Common     in Excess     Retained       Unearned       Comprehensive
                                            Stock       of Par      Earnings     Compensation         Income          Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>           <C>          <C>              <C>               <C>
Balance at December 31, 1999             $    382       816,517      112,896           (1,926)            9,088       936,957

Net income                                      -             -      112,009                -                 -       112,009
Change in minimum pension liability,
 net of income taxes                            -             -            -                -               293           293

Net unrealized losses on investment
 securities, net of income taxes                -             -            -                -              (289)         (289)

                                                                                                                    ---------
Comprehensive income                                                                                                  112,013

Repurchase and retirement of common
 stock                                         (7)       (3,305)     (19,860)               -                 -       (23,172)

Purchase and reissuance of common
 stock under stock option and other
 employee benefit plans, including
 tax benefits and net of amortization           -       (14,002)           -             (308)                -       (14,310)



Change in common stock held by
 consolidated grantor trusts                    -         3,374            -                -                 -         3,374

                                         --------      --------      -------          --------           ------    ----------

Balance at December 31, 2000             $    375       802,584      205,045           (2,234)            9,092     1,014,862
                                         ========      ========      =======          ========           ======     =========
</TABLE>

See accompanying independent auditors' report and notes to condensed financial
information.

                                      S-5
<PAGE>

                                                                      SCHEDULE I

                    TRIGON HEALTHCARE, INC. AND SUBSIDIARIES
   CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY), CONTINUED

                            Statements of Cash Flows
              For the years ended December 31, 2000, 1999 and 1998
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                     2000                 1999                 1998
                                                               ---------------      ---------------      ---------------
<S>                                                           <C>                  <C>                  <C>

Net income                                                     $       112,009               20,463              123,572
Adjustments to reconcile net income to net cash provided by
 operating activities
     Accretion of discounts and amortization of premiums,
      net                                                               (3,526)              (1,930)                (845)
     Amortization of unearned compensation                               2,681                1,031                    -
     Undistributed earnings of subsidiaries *                           18,426               28,983               81,041
     Increase in other receivables                                        (517)              (1,205)              (1,254)
     Increase in income taxes receivable                               (14,994)                   -                    -
     (Increase) decrease in other assets                                   245                 (316)                  11
     Increase (decrease) in accounts payable and accrued
      expenses                                                          (1,432)               2,353                  734

     Increase  (decrease) in income taxes payable                       (5,099)               3,398                1,701
     Change in deferred income taxes                                     1,616                  294               (1,293)
     Increase (decrease) in payable to affiliates *                        244                  (79)                 (10)
     Realized investment (gains) losses, net                             4,431                8,051                 (614)
                                                               ---------------      ---------------      ---------------
  Net cash provided by operating activities                            114,084               61,043              203,043
                                                               ---------------      ---------------      ---------------

Cash flows from investing activities
     Investment securities purchased                                (1,025,962)            (972,506)            (492,562)
     Proceeds from investment securities sold                          782,616              693,938              227,515
     Maturities of fixed income securities                             158,341              223,340               89,481
     Investments in subsidiaries *                                     (18,500)             (31,000)             (25,000)
                                                               ---------------      ---------------      ---------------
 Net cash used in investing activities                                (103,505)             (86,228)            (200,566)
                                                               ---------------      ---------------      ---------------

Cash flows from financing activities
     Proceeds from long-term debt                                            -              160,000                    -
     Payments on long-term debt                                       (245,000)                   -                    -
     Change in commercial paper notes                                  275,448                    -                    -
     Payments to members in lieu of common stock pursuant
      to Plan of Demutualization                                             -                    -                 (690)

     Purchase and reissuance of common stock under employee
      benefit and stock option plans                                   (17,666)              (3,694)              (1,307)

     Common stock purchased by grantor trusts                             (280)                (489)                (469)
     Purchase and retirement of common stock                           (23,172)            (130,662)                   -
     Change in outstanding checks in excess of bank balance                 91                   18                    -
                                                               ---------------      ---------------      ---------------
 Net cash provided by (used in) financing activities                   (10,579)              25,173               (2,466)
                                                               ---------------      ---------------      ---------------

Increase (decrease) in cash                                                  -                  (12)                  11
Cash - beginning of year                                                     -                   12                    1
                                                               ---------------      ---------------      ---------------
Cash - end of year                                             $             -                    -                   12
                                                               ===============      ===============      ===============

Cash paid during the year for
     Interest                                                  $        16,150                7,545                5,006
                                                               ===============      ===============      ===============
     Income taxes                                                        2,159                    -                  525
                                                               ===============      ===============      ===============
</TABLE>
*Amounts are eliminated in consolidation.

See accompanying independent auditors' report and notes to condensed financial
information.

                                      S-6
<PAGE>

                                                                      SCHEDULE I

                    TRIGON HEALTHCARE, INC. AND SUBSIDIARIES
     CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT ONLY), CONTINUED

      Notes to Condensed Financial Information of Registrant (Parent Only)

The condensed financial information provided should be read in conjunction with
the Consolidated Financial Statements of Trigon Healthcare, Inc. ("Registrant")
incorporated by reference in Part II, Section 8 of this Form 10-K and the
following notes:

(a)  Basis of Presentation

     The accompanying condensed financial information reflects the financial
     position as of December 31, 2000 and 1999 and the results of operations,
     changes in shareholders' equity and comprehensive income and cash flows for
     the years ended December 31, 2000, 1999 and 1998.

(b)  Investment in Subsidiaries

     The Registrant made a capital contribution to its subsidiary, Monticello
     Service Agency, Inc. of $18.5 million and $31.0 million during 2000 and
     1999, respectively.

(c)  Long-Term Debt

     The information about long-term debt contained in note 12 of the notes to
     the consolidated financial statements of the Registrant is incorporated
     herein by reference.

(d)  Capital Stock

     The information about capital stock contained in note 14 of the notes to
     the consolidated financial statements of the Registrant is incorporated
     herein by reference.

(e)  Cash and Stock Dividends

     During 2000, 1999, and 1998, a subsidiary of the Registrant, Trigon
     Insurance Company, paid dividends to the Registrant of $125.0 million,
     $48.9 million, and $227.5 million, respectively. The 2000 and 1999
     dividends were cash dividends. The 1998 dividend included $200.0 million of
     cash and $27.5 million of stock of a wholly-owned subsidiary.

     On January 17, 2001, the Bureau of Insurance approved Trigon Insurance
     Company's request to effect an extraordinary dividend of $125.0 million to
     the Registrant on March 1, 2001. As a result of this dividend, any
     additional dividend distributions by Trigon Insurance Company during 2001
     will require the approval of the Bureau of Insurance.

(f)  Comprehensive Income

     The information about comprehensive income contained in note 16 of the
     notes to the consolidated financial statements of the Registrant is
     incorporated herein by reference.

                                      S-7
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number                         Description
------                         -----------
<S>      <C>
 10.31   -- Amendment No. 2 dated March 24, 2000 to the Credit Agreement
            dated as of February 5, 1997 among Trigon Healthcare, Inc., the
            banks party thereto and Morgan Guaranty Trust Company of New York,
            as Agent.

 13      -- Excerpts from the Company's Annual Report to Shareholders for the
            year ended December 31, 2000.

 21      -- Subsidiaries of the Registrant.

 23.1    -- Consent of KPMG LLP.

</TABLE>