SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               FORM 10-K/A No. 1

 [X]    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the fiscal year ended December 31, 1997

                                       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 27, 1998 was approximately $1,245,818,000 (based on the
last reported sales price of $29 7/8 per share on March 27, 1998, on the New
York Stock Exchange).

As of March 27, 1998, 42,300,022 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, 1997 into Parts II and IV of this Form 10-K.

Certain portions of Trigon Healthcare Inc.'s definitive Proxy Statement dated
March 27, 1998 for the Annual Meeting of Shareholders into Part III of this Form
10-K.


<PAGE>


The exhibits to this Form 10K/A No. 1 are amended to include the 1997 annual
reports for the Trigon Healthcare, Inc. Employee Stock Purchase Plan and the
Trigon Blue Cross Blue Shield 401(K) Restoration Plan. There are no other
differences.


<PAGE>


PART I

Item 1.  Business.
Omitted

Item 2.  Properties.
Omitted

Item 3.  Legal Proceedings.
Omitted

Item 4.  Submission of Matters to a Vote of Security Holders.
Not applicable


PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
Omitted

Item 6.  Selected Financial Data.
Omitted.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.
Omitted

Item 7a.  Quantitative and Qualitative Disclosures About Market Risk.
Not applicable

Item 8.  Financial Statements and Supplementary Data.
Omitted

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.
Omitted

Item 11.  Executive Compensation.
Omitted

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
Omitted

Item 13.  Certain Relationships and Related Transactions.
Omitted


<PAGE>




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 Annual
         Report to Shareholders are incorporated herein by reference in Item 8:

           Omitted

      2. Financial statement schedules

           Omitted

      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. (1)
    3.1       --  Amended and Restated Articles of Incorporation of Trigon Healthcare, Inc. (1)
    3.2       --  Amended and Restated Bylaws of Trigon Healthcare, Inc. (2)
    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. (4)
      4       --  Form of Stock Certificate (other Instruments Defining the Rights of Security-Holders). (1)
    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. (4)
    4.2       --  Form of Rights Certificate. (4)
   10.1       --  License Agreement by and between the Blue Cross Blue Shield Association and the Company. (2)
                           (a)  Blue Cross license
                           (b)  Blue Shield license
   10.2       --  Limited Fixed Return Plan for Certain Officers and Directors of the Company. (1) *
   10.4       --  Non-Contributory Retirement Program for Certain Employees of the Company. (1) *
   10.5       --  Supplemental Executive Retirement Program for Certain Employees of the Company. (1) *
   10.6       --  Salary Deferral Plan for Norwood H. Davis, Jr. (1) *
   10.7       --  Amended and Restated Employment Agreement dated January 2, 1998 by and between the Company and Norwood H. Davis,
                  Jr. (7) *
   10.9       --  Employee Thrift Plan of the Company. (1)*
  10.10       --  401(k) Restoration Plan of the Company . (1) *
  10.11       --  First Amendment to the Employee Thrift Plan of the Company, dated as of February 19, 1997. (2) *
  10.12       --  Form of Employment Agreement dated as of December 12, 1990 by and between the Company and John C. Berry and
                  certain other executive officers. (1) *
  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. (2)
  10.15       --  1997 Stock Incentive Plan. (6) *
  10.16       --  Employee Stock Purchase Plan. (6) *
  10.17       --  Non-Employee Directors Stock Incentive Plan. (6) *
  10.18       --  Amendment to the License Agreement by and between the Blue Cross Blue Shield Association and the Company. (5)
  10.19       --  Amendment to the Non-Contributory Retirement Program for Certain Employees of Trigon Insurance Company. (7) *
  10.20       --  Form of Executive Continuity Agreement dated as of April 29, 1997 between Trigon Insurance Company and certain
                  executive officers. (3) *
  10.21       --  Form of Executive Continuity Agreement dated as of April 29, 1997 between Trigon Insurance Company and John C.
                  Berry and certain other executive officers. (3) *
     11       --  Computation of per share earnings.  Refer to pages 50 and 51, "Note 14.  Net Income and Pro Forma Net Income Per
                  Share", of Trigon Healthcare Inc.'s Annual Report to Shareholders, which are incorporated herein by reference.
     13       --  Excerpts from the Company's Annual Report to Shareholders for the year ended December 31, 1997. (7)
     21       --  Subsidiaries of the Registrant. (7)
   23.1       --  Consent of KPMG Peat Marwick LLP. (7)
   23.2       --  Consent of Independent Auditors.
   23.3       --  Consent of Independent Auditors.
     27       --  Financial Data Schedule  (7)
   99.1       --  Trigon Healthcare, Inc. Stock Purchase Plan Audited Financial Statements as of December 31, 1997 and for the
                  period May 1, 1997 (inception) through December 31, 1997.
   99.2       --  Trigon Blue Cross Blue Shield 401(k) Restoration Plan Audited Financial Statements as of December 31, 1997 and
                  1996 and for the three years ended December 31, 1997, 1996 and 1995.

</TABLE>


(1)  Incorporated by reference to exhibits filed with the Company's Registration
     Statement on Form S-1 (registration number 333-09773).
(2)  Incorporated by reference to exhibits filed with the Company's Form 10-K
     for the year ended December 31, 1997.
(3)  Incorporated by reference to exhibits filed with the Company's Form 10-Q
     for the period ended March 31, 1997.
(4)  Incorporated by reference to exhibits filed with the Company's Form 8-A/A
     filed on July 16, 1997.
(5)  Incorporated by reference to exhibits filed with the Company's Form 10-Q
     for the period ended September 30, 1997.
(6)  Incorporated by reference to exhibits filed with the Company's Proxy
     Statement dated March 13, 1997.
(7)  Previously filed as part of the Annual Report on Form 10-K for the year
     ended December 31, 1997.

 *   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.


<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 amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of Henrico,
Commonwealth of Virginia, on April 29, 1998.

                                         TRIGON HEALTHCARE, INC.



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

                                         Title:     SENIOR VICE PRESIDENT AND
                                                       CHIEF FINANCIAL OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment 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>

/s/ NORWOOD H. DAVIS, JR.               Chairman (Principal Executive Officer)      April 29, 1998
------------------------
NORWOOD H. DAVIS, JR.


/s/ THOMAS R. BYRD                      Senior Vice President and Chief
------------------------                  Financial Officer  (Principal Financial
THOMAS R. BYRD                            and Accounting Officer)                   April 29, 1998

/s/ HUNTER B. ANDREWS                   Director                                    April 29, 1998
-------------------------
HUNTER B. ANDREWS, ESQ.


/s/ LENOX D. BAKER, JR.                 Director                                    April 29, 1998
-------------------------
LENOX D. BAKER, JR., M.D.


/s/ JAMES K. CANDLER                    Director                                    April 29, 1998
-------------------------
JAMES K. CANDLER


/s/ JOHN COLE, JR.                      Director                                    April 29, 1998
-------------------------
JOHN COLE, JR., M.D.


/s/ ROBERT M. FREEMAN                   Director                                    April 29, 1998
-------------------------
ROBERT M. FREEMAN


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

        SIGNATURE                              TITLE                                             DATE
        ---------                              -----                                             ----

<S> <C>
/s/ WILLIAM R. HARVEY                   Director                                    April 29, 1998
---------------------
WILLIAM R. HARVEY, Ph.D.


/s/ ELIZABETH G. HELM                   Director                                    April 29, 1998
----------------------
ELIZABETH G. HELM


/s/ GARY A. JOBSON                      Director                                    April 29, 1998
----------------------
GARY A. JOBSON


/s/ FRANK C. MARTIN, JR.                Director                                    April 29, 1998
------------------------
FRANK C. MARTIN, JR.


/s/ DONALD B. NOLAN                     Director                                    April 29, 1998
------------------------
DONALD B. NOLAN, M.D.


/s/ WILLIAM N. POWELL                   Director                                    April 29, 1998
------------------------
WILLIAM N. POWELL


/s/ J. CARSON QUARLES                   Director                                    April 29, 1998
-------------------------
J. CARSON QUARLES


/s/ R. GORDON SMITH                     Director                                    April 29, 1998
-------------------------
R. GORDON SMITH


/s/ JACKIE M. WARD                      Director                                    April 29, 1998
-------------------------
JACKIE M. WARD


/s/ STIRLING L. WILLIAMSON, JR.         Director                                    April 29, 1998
-------------------------------
STIRLING L. WILLIAMSON, JR.

</TABLE>




<PAGE>


EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number                     Description
-------                    -------------
<S> <C>

   23.2       -- Consent of Independent Auditors.

   23.3       -- Consent of Independent Auditors.

   99.1       -- Trigon Healthcare, Inc. Stock Purchase Plan Audited Financial Statements as of December 31, 1997 and for the
                  period May 1, 1997 (inception) through December 31, 1997.

   99.2       -- Trigon Blue Cross Blue Shield 401(k) Restoration Plan Audited Financial Statements as of December 31, 1997 and
                  1996 and for the three years ended December 31, 1997, 1996 and 1995.

</TABLE>