As filed with the Securities and Exchange Commission on February 27, 1997

                                                            File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                     Under
                           THE SECURITIES ACT OF 1933

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

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

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

                2015 Staples Mill Road, RICHMOND, VIRGINIA 23230
                                 (804) 354-7000

          (Address of principal executive office, including zip code)

                           EMPLOYEES' THRIFT PLAN OF
                         TRIGON BLUE CROSS BLUE SHIELD

                         TRIGON BLUE CROSS BLUE SHIELD
                            401(K) RESTORATION PLAN
                           (Full Title of the Plans)

  COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT  TO  AGENT  FOR
                             SERVICE, SHOULD BE SENT TO:

    R. GORDON SMITH, ESQ.                        J. CHRISTOPHER WILTSHIRE, ESQ.
    MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.      TRIGON HEALTHCARE, INC.
    ONE JAMES CENTER                             LEGAL DEPARTMENT
    901 EAST CARY STREET                         2015 STAPLES MILL ROAD
    RICHMOND, VIRGINIA 23219                     RICHMOND, VIRGINIA 23230
    (804) 775-1000                               (804) 354-7284


                       CALCULATION OF REGISTRATION FEE(*)

<TABLE>
<CAPTION>


                                         Amount         Proposed     Proposed
Title of Each Class of Securities        to be          Maximum      Maximum        Amount of
    to be Registered (1)               Registered (2)   Offering     Aggregate     Registration
                                                        Price Per    Offering          Fee
                                                          Share      Price (1)
<S> <C>
Class A Common stock, par value $0.01   1,000,000 shs.   $16.75     $16,750,000      $5,076
per share ........
===============================================================================================
</TABLE>

----------
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
amended  (the  Securities  Act),  solely  for the  purpose  of  calculating  the
registration fee.

(2) In  addition,  pursuant  to Rule  416(c)  under  the  Securities  Act,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Trigon Blue Cross Blue Shield 401(k) Restoration
Plan.

                                       1


<PAGE>

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION

         Not required to be filed.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
                  INFORMATION

         Not required to be filed.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Trigon Healthcare,  Inc. (Trigon) with
the Securities and Exchange  Commission (the Commission) are incorporated herein
by reference  and made a part hereof:  (I) the Trigon Form S-1 as filed with the
Securities  and Exchange  Commission on August 8, 1996,  and as amended  through
January 29, 1997.

         In addition,  all documents  filed by Trigon pursuant to Section 13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
Exchange  Act),  after the date of the  Prospectus  and prior to the filing of a
post-effective  amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining  unsold,  shall
be deemed to be incorporated by reference into this  registration  statement and
to be a part hereof from the date of filing such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 10 of the Virginia Stock  Corporation  Act allows,  in general,
for indemnification,  in certain  circumstances,  by a corporation of any person
threatened  with or made a party to any action,  suit or proceeding by reason of
the fact that he or she is, or was, a  director,  officer,  employee or agent of
such corporation. Indemnification is also authorized with respect to

                                       2


<PAGE>


a criminal  action or  proceeding  where the person had no  reasonable  cause to
believe  that  his  conduct  was  unlawful.  Article  9 of  the  Virginia  Stock
Corporation  Act  provides  limitations  on  damages  payable  by  officers  and
directors,  except  in cases of  willful  misconduct  or  knowing  violation  of
criminal law or any federal or state securities law.

         Section 12.3 of the Company's  Articles of  Incorporation  provides for
mandatory indemnification of any director or officer of the Company who is, was,
or is threatened  to be made a party to a proceeding  (including a proceeding by
or in the right of the  Company)  because he is or was a director  or officer of
the Company or because he is or was serving the Company or other legal entity in
any  capacity at the  request of the Company  while a director or officer of the
Company,  against all liabilities  and expenses as are incurred  because of such
director's or officer's willful  misconduct or knowing violation of the criminal
law.

         The Company  maintains a standard  policy of officers'  and  directors'
liability insurance.

         In the  Purchase  Agreements  attached as  Exhibits  1.1 and 1.2 to the
Trigon Form S-1 as filed with the Securities  and Exchange  Commission on August
8, 1996, as amended  through  January 29, 1997,  in connection  with the initial
public offering of the Company's  stock,  the  underwriters  agree to indemnify,
under certain conditions,  the Company,  its directors,  certain of its officers
and persons who control the Company  within the meaning of the  Securities  Act,
against certain liabilities.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS

         4(i)              --       Articles of Incorporation of the Registrant
                                    (Exhibit 3.1, Form S-1, as filed with the
                                    Securities and Exchange Commission on August
                                    8, 1996, as amended through January 29,
                                    1997, incorporated by reference).

         4(ii)             --       Bylaws of the Registrant (Exhibit 3.1, Form
                                    S-1, as filed with the Securities and
                                    Exchange Commission on August 8, 1996, as
                                    amended through January 29, 1997,
                                    incorporated by reference).

         5                 --       Opinion of McGuire, Woods, Battle & Boothe,
                                    L.L.P. (filed herewith).


                                       3


<PAGE>



                                    The  Registrant  will  submit  the  restated
                                    Employees'  Thrift Plan of Trigon Blue Cross
                                    Blue  Shield  (the  Thrift   Plan)  and  any
                                    amendments  thereto to the Internal  Revenue
                                    Service  (the  IRS) in a timely  manner  and
                                    will make all changes required by the IRS in
                                    order to qualify the Thrift Plan.

         23(i)             --       Consent of KPMG Peat Marwick, LLP (filed
                                    herewith).

         23(ii)            --       Consent of McGuire, Woods, Battle & Boothe,
                                    L.L.P. (included in Exhibit 5).

         24                --       Power of Attorney (included herein).

         99(i)             --       Employees' Thrift Plan of Trigon Blue Cross
                                    Blue Shield (filed herewith).

         99(ii)            --       Trigon Blue Cross Blue Shield 401(k)
                                    Restoration Plan (filed herewith).

ITEM 9.           UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                           section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration statement;

                           (iii)  To  include  any  material   information  with
                           respect to the plan of  distribution  not  previously
                           disclosed  in  the  registration   statement  or  any
                           material   change   to   such   information   in  the
                           registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section 13 or section

                                       4


<PAGE>



15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of this offer.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act of (and, where applicable,  each filing of an employee benefit plan's annual
report  pursuant to Section 13(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  that  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       5


<PAGE>




                               POWERS OF ATTORNEY

Each person whose  signature  appears below hereby  authorizes  either agent for
service named in the registration statement as attorney-in-fact,  to sign on his
behalf individually and in each capacity stated below and to file all amendments
and post-effective  amendments to the registration statement,  and Trigon hereby
confers  like  authority  to sign and file on its  behalf,  with  respect to the
proposed registration, offer and sale or issuance of Common Stock of Trigon, par
value $.01 per share,  in connection  with the Employees'  Thrift Plan of Trigon
Blue Cross Blue Shield and the Trigon Blue Cross Blue Shield 401(k)  Restoration
Plan.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Henrico,  Commonwealth of Virginia, on the 19th day
of February, 1997.

                                        TRIGON HEALTHCARE, INC.

                                        By \s\ Thomas G. Snead, Jr.
                                           ------------------------------------
                                           (Thomas G. Snead, Jr., Treasurer and
                                            Chief Financial Officer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


            Signature                     Title                        Date
            ---------                     -----                        ----
<S> <C>
\s\ Norwood H. Davis, Jr.                 Chairman of the Board   February 19, 1997
-------------------------------           Chief Executive
    Norwood H. Davis, Jr.                 Officer


\s\ Lenox D. Baker, Jr., M.D.             Director                February 19, 1997
-------------------------------
    Lenox D. Baker, Jr., M.D.

\s\ James K. Candler                      Director                February 19, 1997
-------------------------------
    James K. Candler

                                       6


<PAGE>




\s\ John Cole, Jr., M.D.                  Director                February 19, 1997
-------------------------------
    John Cole, Jr., M.D.


\s\ John L. Colley, Jr., Ph.D.            Director                February 19, 1997
-------------------------------
    John L. Colley, Jr., Ph.D.


\s\ Robert M. Freeman                     Director                February 19, 1997
-------------------------------
    Robert M. Freeman


\s\ William R. Harvey                     Director                February 19, 1997
--------------------------------
    William R. Harvey


\s\ Elizabeth G. Helm                     Director                February 19, 1997
--------------------------------
    Elizabeth G. Helm


\s\ Gary A. Jobson                        Director                February 19, 1997
--------------------------------
    Gary A. Jobson


\s\ Frank C. Martin, Jr.                  Director                February 19, 1997
-------------------------------
    Frank C. Martin, Jr.


\s\ Donald B. Nolan, M.D.                 Director                February 19, 1997
--------------------------------
    Donald B. Nolan, M.D.


\s\ William N. Powell                     Director                February 19, 1997
--------------------------------
    William N. Powell


\s\ J. Carson Quarles                     Director                February 19, 1997
--------------------------------
    J. Carson Quarles


\s\ R. Gordon Smith                       Director                February 19, 1997
--------------------------------
    R. Gordon Smith


\s\ Jackie M. Ward                        Director                February 19, 1997
--------------------------------
    Jackie M. Ward


\s\ Stirling L. Williamson, Jr.           Director                February 19, 1997
-------------------------------
    Stirling L. Williamson, Jr.


\s\ Thomas G. Snead, Jr.                  Treasurer and Chief     February 19, 1997
-------------------------------           Financial Officer
    Thomas G. Snead, Jr.

                                       7


<PAGE>





\s\ Thomas R. Byrd                        Principal Accounting    February 19, 1997
-------------------------------           Officer
    Thomas R. Byrd

         Pursuant to the requirements of the Securities Act of 1933, the Company
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto duly authorized, in the County of Henrico,  Commonwealth
of Virginia, on the 19th day of February, 1997.

                                                  TRIGON BLUE CROSS BLUE SHIELD
                                                  401(K) RESTORATION PLAN

                                                  By: \s\ Ronald M. Nash
                                                      ------------------
                                                       Ronald M. Nash

                                       8


<PAGE>



                                  EXHIBIT INDEX

Exhibit No.                             Exhibit

    4(i)                   Articles of Incorporation of the Registrant  (Exhibit
                           3.1,  Form  S-1,  as filed  with the  Securities  and
                           Exchange  Commission  on August 8,  1996,  as amended
                           through January 29, 1997, incorporated by reference).

    4 (ii)                 Bylaws of the Registrant (Exhibit 3.1, Form S-1, as
                           filed with the Securities and Exchange Commission on
                           August 8, 1996, as amended through January 29, 1997,
                           incorporated by reference).

    5                      Opinion of McGuire, Woods, Battle & Boothe, L.L.P.

                           The  Registrant  will submit the restated  Employees'
                           Thrift  Plan of Trigon  Blue Cross Blue  Shield  (the
                           Thrift  Plan)  and  any  amendments  thereto  to  the
                           Internal Revenue Service (the IRS) in a timely manner
                           and will  make  all  changes  required  by the IRS in
                           order to qualify the Thrift Plan.

   23(i)                   Consent of KPMG Peat Marwick LLP (filed herewith).

   23(ii)                  Consent of McGuire, Woods, Battle & Boothe, L.L.P.
                           (contained in Exhibit 5).

   24                      Power of attorney (included on the signature pages
                           herein).

   99(i)                   Employees' Thrift Plan of Trigon Blue Cross Blue
                           Shield (filed herewith).

   99(ii)                  Trigon Blue Cross Blue Shield 401(k) Restoration Plan
                           (filed herewith).

                                       9



</TABLE>
[{"type": "S-8", "sequence": "1", "description": "TRIGON HEALTHCARE, INC.       S-8", "secsgml_size_bytes": 20431}]
{"company-data": {"conformed-name": "TRIGON HEALTHCARE INC", "cik": "0001017747", "assigned-sic": "6324", "irs-number": "541773225", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22463", "film-number": "97545620"}, "business-address": {"street1": "2015 STAPLES MILL RD", "city": "RICHMOND", "state": "VA", "zip": "23230", "phone": "8043547000"}, "mail-address": {"street1": "2221 EDWARD HOLLAND DR", "street2": "SUITE 42B", "city": "RICHMOND", "state": "VA", "zip": "23230"}}
As filed with the Securities and Exchange Commission on February 27, 1997

                                                            File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                     Under
                           THE SECURITIES ACT OF 1933

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

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

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

                2015 Staples Mill Road, RICHMOND, VIRGINIA 23230
                                 (804) 354-7000

          (Address of principal executive office, including zip code)

                           EMPLOYEES' THRIFT PLAN OF
                         TRIGON BLUE CROSS BLUE SHIELD

                         TRIGON BLUE CROSS BLUE SHIELD
                            401(K) RESTORATION PLAN
                           (Full Title of the Plans)

  COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT  TO  AGENT  FOR
                             SERVICE, SHOULD BE SENT TO:

    R. GORDON SMITH, ESQ.                        J. CHRISTOPHER WILTSHIRE, ESQ.
    MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.      TRIGON HEALTHCARE, INC.
    ONE JAMES CENTER                             LEGAL DEPARTMENT
    901 EAST CARY STREET                         2015 STAPLES MILL ROAD
    RICHMOND, VIRGINIA 23219                     RICHMOND, VIRGINIA 23230
    (804) 775-1000                               (804) 354-7284

                       CALCULATION OF REGISTRATION FEE(*)
Amount         Proposed     Proposed
Title of Each Class of Securities        to be          Maximum      Maximum        Amount of
    to be Registered (1)               Registered (2)   Offering     Aggregate     Registration
                                                        Price Per    Offering          Fee
                                                          Share      Price (1)
Class A Common stock, par value $0.01   1,000,000 shs.   $16.75     $16,750,000      $5,076
per share ........
===============================================================================================
----------
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
amended  (the  Securities  Act),  solely  for the  purpose  of  calculating  the
registration fee.

(2) In  addition,  pursuant  to Rule  416(c)  under  the  Securities  Act,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Trigon Blue Cross Blue Shield 401(k) Restoration
Plan.

                                       1
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION

         Not required to be filed.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
                  INFORMATION

         Not required to be filed.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Trigon Healthcare,  Inc. (Trigon) with
the Securities and Exchange  Commission (the Commission) are incorporated herein
by reference  and made a part hereof:  (I) the Trigon Form S-1 as filed with the
Securities  and Exchange  Commission on August 8, 1996,  and as amended  through
January 29, 1997.

         In addition,  all documents  filed by Trigon pursuant to Section 13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
Exchange  Act),  after the date of the  Prospectus  and prior to the filing of a
post-effective  amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining  unsold,  shall
be deemed to be incorporated by reference into this  registration  statement and
to be a part hereof from the date of filing such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 10 of the Virginia Stock  Corporation  Act allows,  in general,
for indemnification,  in certain  circumstances,  by a corporation of any person
threatened  with or made a party to any action,  suit or proceeding by reason of
the fact that he or she is, or was, a  director,  officer,  employee or agent of
such corporation. Indemnification is also authorized with respect to

                                       2
a criminal  action or  proceeding  where the person had no  reasonable  cause to
believe  that  his  conduct  was  unlawful.  Article  9 of  the  Virginia  Stock
Corporation  Act  provides  limitations  on  damages  payable  by  officers  and
directors,  except  in cases of  willful  misconduct  or  knowing  violation  of
criminal law or any federal or state securities law.

         Section 12.3 of the Company's  Articles of  Incorporation  provides for
mandatory indemnification of any director or officer of the Company who is, was,
or is threatened  to be made a party to a proceeding  (including a proceeding by
or in the right of the  Company)  because he is or was a director  or officer of
the Company or because he is or was serving the Company or other legal entity in
any  capacity at the  request of the Company  while a director or officer of the
Company,  against all liabilities  and expenses as are incurred  because of such
director's or officer's willful  misconduct or knowing violation of the criminal
law.

         The Company  maintains a standard  policy of officers'  and  directors'
liability insurance.

         In the  Purchase  Agreements  attached as  Exhibits  1.1 and 1.2 to the
Trigon Form S-1 as filed with the Securities  and Exchange  Commission on August
8, 1996, as amended  through  January 29, 1997,  in connection  with the initial
public offering of the Company's  stock,  the  underwriters  agree to indemnify,
under certain conditions,  the Company,  its directors,  certain of its officers
and persons who control the Company  within the meaning of the  Securities  Act,
against certain liabilities.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS

         4(i)              --       Articles of Incorporation of the Registrant
                                    (Exhibit 3.1, Form S-1, as filed with the
                                    Securities and Exchange Commission on August
                                    8, 1996, as amended through January 29,
                                    1997, incorporated by reference).

         4(ii)             --       Bylaws of the Registrant (Exhibit 3.1, Form
                                    S-1, as filed with the Securities and
                                    Exchange Commission on August 8, 1996, as
                                    amended through January 29, 1997,
                                    incorporated by reference).

         5                 --       Opinion of McGuire, Woods, Battle & Boothe,
                                    L.L.P. (filed herewith).

                                       3
The  Registrant  will  submit  the  restated
                                    Employees'  Thrift Plan of Trigon Blue Cross
                                    Blue  Shield  (the  Thrift   Plan)  and  any
                                    amendments  thereto to the Internal  Revenue
                                    Service  (the  IRS) in a timely  manner  and
                                    will make all changes required by the IRS in
                                    order to qualify the Thrift Plan.

         23(i)             --       Consent of KPMG Peat Marwick, LLP (filed
                                    herewith).

         23(ii)            --       Consent of McGuire, Woods, Battle & Boothe,
                                    L.L.P. (included in Exhibit 5).

         24                --       Power of Attorney (included herein).

         99(i)             --       Employees' Thrift Plan of Trigon Blue Cross
                                    Blue Shield (filed herewith).

         99(ii)            --       Trigon Blue Cross Blue Shield 401(k)
                                    Restoration Plan (filed herewith).

ITEM 9.           UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                           section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration statement;

                           (iii)  To  include  any  material   information  with
                           respect to the plan of  distribution  not  previously
                           disclosed  in  the  registration   statement  or  any
                           material   change   to   such   information   in  the
                           registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section 13 or section

                                       4
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of this offer.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act of (and, where applicable,  each filing of an employee benefit plan's annual
report  pursuant to Section 13(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  that  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       5
POWERS OF ATTORNEY

Each person whose  signature  appears below hereby  authorizes  either agent for
service named in the registration statement as attorney-in-fact,  to sign on his
behalf individually and in each capacity stated below and to file all amendments
and post-effective  amendments to the registration statement,  and Trigon hereby
confers  like  authority  to sign and file on its  behalf,  with  respect to the
proposed registration, offer and sale or issuance of Common Stock of Trigon, par
value $.01 per share,  in connection  with the Employees'  Thrift Plan of Trigon
Blue Cross Blue Shield and the Trigon Blue Cross Blue Shield 401(k)  Restoration
Plan.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Henrico,  Commonwealth of Virginia, on the 19th day
of February, 1997.

                                        TRIGON HEALTHCARE, INC.

                                        By \s\ Thomas G. Snead, Jr.
                                           ------------------------------------
                                           (Thomas G. Snead, Jr., Treasurer and
                                            Chief Financial Officer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                     Title                        Date
            ---------                     -----                        ----
\s\ Norwood H. Davis, Jr.                 Chairman of the Board   February 19, 1997
-------------------------------           Chief Executive
    Norwood H. Davis, Jr.                 Officer

\s\ Lenox D. Baker, Jr., M.D.             Director                February 19, 1997
-------------------------------
    Lenox D. Baker, Jr., M.D.

\s\ James K. Candler                      Director                February 19, 1997
-------------------------------
    James K. Candler

                                       6
\s\ John Cole, Jr., M.D.                  Director                February 19, 1997
-------------------------------
    John Cole, Jr., M.D.

\s\ John L. Colley, Jr., Ph.D.            Director                February 19, 1997
-------------------------------
    John L. Colley, Jr., Ph.D.

\s\ Robert M. Freeman                     Director                February 19, 1997
-------------------------------
    Robert M. Freeman

\s\ William R. Harvey                     Director                February 19, 1997
--------------------------------
    William R. Harvey

\s\ Elizabeth G. Helm                     Director                February 19, 1997
--------------------------------
    Elizabeth G. Helm

\s\ Gary A. Jobson                        Director                February 19, 1997
--------------------------------
    Gary A. Jobson

\s\ Frank C. Martin, Jr.                  Director                February 19, 1997
-------------------------------
    Frank C. Martin, Jr.

\s\ Donald B. Nolan, M.D.                 Director                February 19, 1997
--------------------------------
    Donald B. Nolan, M.D.

\s\ William N. Powell                     Director                February 19, 1997
--------------------------------
    William N. Powell

\s\ J. Carson Quarles                     Director                February 19, 1997
--------------------------------
    J. Carson Quarles

\s\ R. Gordon Smith                       Director                February 19, 1997
--------------------------------
    R. Gordon Smith

\s\ Jackie M. Ward                        Director                February 19, 1997
--------------------------------
    Jackie M. Ward

\s\ Stirling L. Williamson, Jr.           Director                February 19, 1997
-------------------------------
    Stirling L. Williamson, Jr.

\s\ Thomas G. Snead, Jr.                  Treasurer and Chief     February 19, 1997
-------------------------------           Financial Officer
    Thomas G. Snead, Jr.

                                       7
\s\ Thomas R. Byrd                        Principal Accounting    February 19, 1997
-------------------------------           Officer
    Thomas R. Byrd

         Pursuant to the requirements of the Securities Act of 1933, the Company
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto duly authorized, in the County of Henrico,  Commonwealth
of Virginia, on the 19th day of February, 1997.

                                                  TRIGON BLUE CROSS BLUE SHIELD
                                                  401(K) RESTORATION PLAN

                                                  By: \s\ Ronald M. Nash
                                                      ------------------
                                                       Ronald M. Nash

                                       8
EXHIBIT INDEX

Exhibit No.                             Exhibit

    4(i)                   Articles of Incorporation of the Registrant  (Exhibit
                           3.1,  Form  S-1,  as filed  with the  Securities  and
                           Exchange  Commission  on August 8,  1996,  as amended
                           through January 29, 1997, incorporated by reference).

    4 (ii)                 Bylaws of the Registrant (Exhibit 3.1, Form S-1, as
                           filed with the Securities and Exchange Commission on
                           August 8, 1996, as amended through January 29, 1997,
                           incorporated by reference).

    5                      Opinion of McGuire, Woods, Battle & Boothe, L.L.P.

                           The  Registrant  will submit the restated  Employees'
                           Thrift  Plan of Trigon  Blue Cross Blue  Shield  (the
                           Thrift  Plan)  and  any  amendments  thereto  to  the
                           Internal Revenue Service (the IRS) in a timely manner
                           and will  make  all  changes  required  by the IRS in
                           order to qualify the Thrift Plan.

   23(i)                   Consent of KPMG Peat Marwick LLP (filed herewith).

   23(ii)                  Consent of McGuire, Woods, Battle & Boothe, L.L.P.
                           (contained in Exhibit 5).

   24                      Power of attorney (included on the signature pages
                           herein).

   99(i)                   Employees' Thrift Plan of Trigon Blue Cross Blue
                           Shield (filed herewith).

   99(ii)                  Trigon Blue Cross Blue Shield 401(k) Restoration Plan
                           (filed herewith).

                                       9