SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  January 30, 1997


                              COMMERCE GROUP CORP.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)


         1-7375                                                       39-6050862
(Commission File Number)                       (IRS Employer Identification No.)

6001 North 91st Street, Milwaukee, Wisconsin                          53225-1795
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code:  (414) 462-5310





                               Page 1 of __ pages


<PAGE>



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

               (c)         Exhibits

                                    3.3      Certificate of Designation for
                                             Series A Convertible Pre-
                                  ferred Stock.

Item 9.        Sales of Equity Securities Pursuant to Regulation S.

               On January 30, 1997 the Registrant  sold 1,500 shares of Series A
Convertible Preferred Stock for $1,500,000 under Regulation S. Sales commissions
of 12% were paid.  The  Registrant  also sold an additional  1,000 shares of the
Series A Convertible Preferred Stock under Section 4(2) to U.S. purchasers.  The
Series A Convertible  Preferred  Stock is  convertible  into common stock at the
lower of $2.90 per share or 65% of the  closing  bid price of the  common  stock
averaged  over the five days prior to  conversion.  Upon notice of conversion by
the holder,  at the option of the  Registrant,  the  Registrant has the right to
redeem the Series A Convertible Preferred Stock at a price of $1,350 per share.


                                                         2

<PAGE>


                                   SIGNATURES

               Pursuant to the  requirements  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.

Dated:     February __, 1997                      COMMERCE GROUP CORP.



                                                  By:     /s/ Edward L. Machulak
                                                         Chairman and President


                                                         3
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{"company-data": {"conformed-name": "COMMERCE GROUP CORP /WI/", "cik": "0000109757", "assigned-sic": "1040", "irs-number": "396050862", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07375", "film-number": "97523975"}, "business-address": {"street1": "6001 N 91ST ST", "city": "MILWAUKEE", "state": "WI", "zip": "53225-1795", "phone": "4144625310"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  January 30, 1997

                              COMMERCE GROUP CORP.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

         1-7375                                                       39-6050862
(Commission File Number)                       (IRS Employer Identification No.)

6001 North 91st Street, Milwaukee, Wisconsin                          53225-1795
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:  (414) 462-5310

                               Page 1 of __ pages
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

               (c)         Exhibits

                                    3.3      Certificate of Designation for
                                             Series A Convertible Pre-
                                  ferred Stock.

Item 9.        Sales of Equity Securities Pursuant to Regulation S.

               On January 30, 1997 the Registrant  sold 1,500 shares of Series A
Convertible Preferred Stock for $1,500,000 under Regulation S. Sales commissions
of 12% were paid.  The  Registrant  also sold an additional  1,000 shares of the
Series A Convertible Preferred Stock under Section 4(2) to U.S. purchasers.  The
Series A Convertible  Preferred  Stock is  convertible  into common stock at the
lower of $2.90 per share or 65% of the  closing  bid price of the  common  stock
averaged  over the five days prior to  conversion.  Upon notice of conversion by
the holder,  at the option of the  Registrant,  the  Registrant has the right to
redeem the Series A Convertible Preferred Stock at a price of $1,350 per share.

                                                         2
SIGNATURES

               Pursuant to the  requirements  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.

Dated:     February __, 1997                      COMMERCE GROUP CORP.

                                                  By:     /s/ Edward L. Machulak
                                                         Chairman and President

                                                         3