As filed with the Securities and Exchange Commission on December 21, 2001
                                                Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                        INSPIRE INSURANCE SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)


                  Texas                                   73-2595937
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

                               300 Burnett Street
                          Fort Worth, Texas 76102-2799
          (Address of principal executive offices, including zip code)

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

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                       ----------------------------------

                                 Richard Marxen
                      President and Chief Executive Officer
                        INSpire Insurance Solutions, Inc.
                               300 Burnett Street
                          Fort Worth, Texas 76102-2799
                     (Name and address of agent for service)

                                 (817) 348-3900
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

                                                      Proposed maximum      Proposed maximum
           Title of                 Amount to          offering price           aggregate              Amount of
 securities to be registered    be registered (1)     per share (2)(3)    offering price (2)(3)   registration fee (3)
------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>                  <C>                      <C>

Common Stock, par value $.01         900,000               $.295                $265,500                 $66.00
per share
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Consists  of  900,000  shares of common  stock  reserved  for  issuance  to
employees and directors of INSpire Insurance Solutions, Inc. (the "Corporation")
pursuant to the Employee Stock Purchase Plan (the "Plan"). In addition, pursuant
to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"),
this  Registration  Statement also covers an indeterminate  number of additional
shares of the Corporation's  Common Stock (the "Common Stock") issuable pursuant
to the exercise of options and/or awards granted or to be granted under the Plan
to  prevent  dilution  that may  result  from any  future  stock  splits,  stock
dividends or similar transactions affecting the Common Stock.
(2)  Estimated solely for the purpose of computing the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of Common  Stock  offered  hereunder  pursuant to the Plan is based upon 900,000
shares of Common  Stock  reserved  for  issuance  under the Plan,  at a price of
$.295,  which is the average of the highest and lowest price per share of Common
Stock on the NASDAQ National Market System on December 17, 2001.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         The Corporation  hereby  incorporates by reference in this registration
statement  the  separate  Registration  Statement  on Form S-8  relating  to the
Employee Stock Purchase Plan, Registration Number 333-36271.

         The  Corporation   also  hereby   incorporates  by  reference  in  this
registration   statement  the  following  documents   previously  filed  by  the
registrant with the Securities and Exchange Commission (the "Commission"):

                  (1) the  Corporation's  Annual  Report on Form 10-K filed with
         the Commission for the fiscal year ended December 31, 2000;

                  (2) the  Corporation's  Quarterly  Reports  on Form 10-Q filed
         with the Commission for the three months ended March 31, 2001, June 30,
         2001 and September 30, 2001;

                  (3) the  Corporation's  Form 8-A filed with the  Commission on
         August 21, 1997; and

                  (4) the description of the Common Stock of the Corporation set
         forth in the Registration Statement on Form S-1 (No. 333-31173),  filed
         with the  Commission  on July 11, 1997,  as amended by Amendment  No. 1
         thereto  filed with the  Commission  on July 30, 1997,  Amendment No. 2
         thereto filed with the  Commission on August 21, 1997,  Amendment No. 3
         thereto  filed with the  Commission  on August 22, 1997,  and the final
         prospectus  filed with the  Commission  on August 26, 1997  pursuant to
         Rule 424(b)(3) under the Securities Act.

         All documents filed by the Corporation with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.


-----------------------
*Information  required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.

<PAGE>


Item 6.  Indemnification of Directors and Officers.

         The  Corporation  is empowered by Article  2.02-1 of the Texas Business
Corporation Act (the "TBCA"),  subject to the procedures and limitations  stated
therein,  to indemnify  certain persons,  including any person who was, is or is
threatened to be made a named  defendant or  respondent in a proceeding  because
the  person  is or  was a  director  or  officer  against  judgments,  penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
(including court costs and attorneys'  fees) actually  incurred by the person in
connection  with  the  threatened,   pending,   or  completed  action,  suit  or
proceeding.  The  Corporation  is  required  by Article  2.02-1 to  indemnify  a
director  or officer  against  reasonable  expenses  (including  court costs and
attorneys'  fees)  incurred by him in connection  with a threatened,  pending or
completed  action,  suit or  proceeding  in  which  he is a named  defendant  or
respondent  because  he is or was a director  or  officer if he has been  wholly
successful,  on the merits or otherwise,  in the defense of the action,  suit or
proceeding.  Article  2.02-1  provides  that  indemnification  pursuant  to  its
provisions is not exclusive of other rights of indemnification to which a person
may  be  entitled  under  any  bylaw,   agreement,   vote  of   shareholders  or
disinterested  directors,  or otherwise.  The Restated Articles of Incorporation
and Amended and Restated  Bylaws,  as amended,  of the  Corporation  provide for
indemnification  by the Corporation of its directors and officers to the fullest
extent  permitted by the TBCA. In addition,  the  Corporation  has,  pursuant to
Article 1302-7.06 of the Texas  Miscellaneous  Corporation Laws Act, provided in
its Restated Articles of Incorporation  that, to the fullest extent permitted by
the Texas  Miscellaneous  Corporation  Laws Act, a director  of the  Corporation
shall not be liable to the Corporation or its  shareholders for monetary damages
for an act or omission in a director's  capacity as director of the Corporation.
The  Corporation  has entered into  indemnification  agreements with each of its
directors.  Each  indemnification  agreement provides that the Corporation shall
indemnify the director  against certain  liabilities  and expenses  actually and
reasonably  incurred by the director in connection with any threatened,  pending
or completed action, suit or proceeding,  including an action by or on behalf of
shareholders  of the  Corporation or by or in the right of the  Corporation,  to
which the  director  is, or is  threatened  to be made, a party by reason of his
status as a director,  provided that such  individual did not derive an improper
benefit,  such individual did not commit acts or omissions that were not in good
faith or that involved intentional misconduct or a knowing violation of the law,
or such indemnification is not otherwise disallowed under Texas law.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.  The following documents are filed as a part of this
                  registration statement.

         Exhibit  Description of Exhibit

         3.1      Restated  Articles of Incorporation of INSpire and Articles of
                  Amendment No. 1 thereto  (incorporated by reference to Exhibit
                  3.1  of   INSpire's   Registration   Statement  on  Form  S-1,
                  Registration No. 333-31173, filed with the Commission on March
                  6, 1998).

         3.2      Amended  and  Restated  Bylaws  of  INSpire  (incorporated  by
                  reference to Exhibit 3.2 of INSpire's  Registration  Statement
                  on Form  S-1,  Registration  No.  333-31173,  filed  with  the
                  Commission on March 6, 1998).

         3.3      Form of First Amendment to the Bylaws of INSpire (incorporated
                  by  reference  to Exhibit 3.3 of  INSpire's  Form 10-Q for the
                  three months ended March 31, 1998,  filed with the  Commission
                  on May 14, 1998).


<PAGE>

         4.1      Specimen  Certificate  for  shares of Common  Stock of INSpire
                  (incorporated   by  reference  to  Exhibit  4.1  of  INSpire's
                  Registration   Statement   on  Form  S-1,   Registration   No.
                  333-31173, filed with the Commission on March 6, 1998).

         4.2      Form of Amended and Restated Rights Agreement,  by and between
                  INSpire and U.S.  Trust  Company of Texas,  N.A.,  dated as of
                  December 18, 1998 (incorporated by reference to Exhibit 4.2 of
                  INSpire's  Form 10-K for the year  ended  December  31,  1998,
                  filed with the Commission on March 25, 1999).

         4.3      Employee Stock Purchase Plan of INSpire  (incorporated  herein
                  by reference to Exhibit 10.38 of INSpire's  Amendment No. 3 to
                  Form  S-1,   Registration  No.   333-31173,   filed  with  the
                  Commission on August 22, 1997).

         5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation.

         15*      Letter of Deloitte & Touche LLP  Regarding  Unaudited  Interim
                  Financial Information

         23.1*    Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto).

         23.2*    Consent of Deloitte & Touche LLP.

         24.1     Power of  Attorney  (included  in the  signature  page of this
                  Registration Statement).

         -------

         *        Filed herewith.


Item 9.  Undertakings.

         A.       The undersigned Corporation hereby undertakes:

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

                  (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 the offering.

         B. The undersigned  Corporation hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Corporation's  annual  report  pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(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.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Corporation  pursuant to the foregoing  provisions,  or  otherwise,  the
Corporation  has  been  advised  that  in the  opinion  of the  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 than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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  Corporation  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 of 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.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  Corporation  certifies  that it has  reasonable  grounds to believe that it
meets  all 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 City of Fort Worth, Texas, on December 19, 2001.

                        INSPIRE INSURANCE SOLUTIONS, INC.


                        By:        /s/ Richard Marxen
                            ---------------------------------------------------
                            Richard Marxen
                            President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT,  that each  individual  whose  signature
appears  below hereby  constitutes  and appoints  Richard  Marxen and Gregory B.
Kent, or either of them, his true and lawful  attorneys-in-fact and agents, with
full power of substitution and resubstitution for him and in his name, place and
stead,  in any  and  all  capacities,  to  sign  any or all  amendments  to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in  connection  therewith,  with the SEC,  granting  unto each of said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and  confirming  that each of said  attorney-in-fact  and agent or his
substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates included:

<TABLE>
<CAPTION>

Signature                                   Capacity                                                    Date
---------                                   --------                                                    ----
<S>                                 <C>                                                          <C>

/s/ Richard Marxen                  President and Chief Executive Officer
----------------------------------  (Principal Executive Officer) and Director                   December 19, 2001
Richard Marxen


 /s/ John F. Pergande               Chairman of the Board                                        December 19, 2001
----------------------------------
John F. Pergande


/s/ Patrick E. Grady                Chief Financial Officer and                                  December 19, 2001
----------------------------------  Director of Investor Relations,
Patrick E. Grady                    Treasurer and Secretary
                                    (Principal Financial Officer)


/s/ R. Earl Cox, III                Director                                                     December 19, 2001
---------------------------------
R. Earl Cox, III

                                    Director                                                     December __, 2001
---------------------------------
Daniel E. Berce

<PAGE>




/s/ Harry E. Bartel                 Director                                                     December 17, 2001
---------------------------------
Harry E. Bartel

/s/ Gregory B. Kent                 Director                                                     December 19, 2001
---------------------------------
Gregory B. Kent

/s/ JoAnn Howard                    Director                                                     December 19, 2001
---------------------------------
JoAnn Howard

/s/ Thomas Slone                    Director                                                     December 17, 2001
---------------------------------
Thomas R. Slone

</TABLE>






<PAGE>


                                INDEX TO EXHIBITS




--------------- ----------------------------------------------------------------
   Exhibit
    Number                                      Document Description
--------------- ----------------------------------------------------------------

         3.1      Restated  Articles of Incorporation of INSpire and Articles of
                  Amendment No. 1 thereto  (incorporated by reference to Exhibit
                  3.1  of   INSpire's   Registration   Statement  on  Form  S-1,
                  Registration No. 333-31173, filed with the Commission on March
                  6, 1998).

         3.2      Amended  and  Restated  Bylaws  of  INSpire  (incorporated  by
                  reference to Exhibit 3.2 of INSpire's  Registration  Statement
                  on Form  S-1,  Registration  No.  333-31173,  filed  with  the
                  Commission on March 6, 1998).

         3.3      Form of First Amendment to the Bylaws of INSpire (incorporated
                  by  reference  to Exhibit 3.3 of  INSpire's  Form 10-Q for the
                  three months ended March 31, 1998,  filed with the  Commission
                  on May 14, 1998).

         4.1      Specimen  Certificate  for  shares of Common  Stock of INSpire
                  (incorporated   by  reference  to  Exhibit  4.1  of  INSpire's
                  Registration   Statement   on  Form  S-1,   Registration   No.
                  333-31173, filed with the Commission on March 6, 1998).

         4.2      Form of Amended and Restated Rights Agreement,  by and between
                  INSpire and U.S.  Trust  Company of Texas,  N.A.,  dated as of
                  December 18, 1998 (incorporated by reference to Exhibit 4.2 of
                  INSpire's  Form 10-K for the year  ended  December  31,  1998,
                  filed with the Commission on March 25, 1999).

         4.3      Employee Stock Purchase Plan of INSpire  (incorporated  herein
                  by reference to Exhibit 10.38 of INSpire's  Amendment No. 3 to
                  Form  S-1,   Registration  No.   333-31173,   filed  with  the
                  Commission on August 22, 1997).

         5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation.

         15*      Letter of Deloitte & Touche LLP  Regarding  Unaudited  Interim
                  Financial Information

         23.1*    Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto).

         23.2*    Consent of Deloitte & Touche LLP.

         24.1     Power of  Attorney  (included  in the  signature  page of this
                  Registration Statement).

         -------

         *        Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "dec2001-s8.txt", "secsgml_size_bytes": 22329}]
{"company-data": {"conformed-name": "INSPIRE INSURANCE SOLUTIONS INC", "cik": "0001042051", "assigned-sic": "6411", "irs-number": "752595937", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75668", "film-number": "1820493"}, "business-address": {"street1": "300 BURNETT ST", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8173327761"}, "mail-address": {"street1": "300 BURNETT ST", "city": "FORT WORTH", "state": "TX", "zip": "76102"}}
As filed with the Securities and Exchange Commission on December 21, 2001
                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                        INSPIRE INSURANCE SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                  Texas                                   73-2595937
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

                               300 Burnett Street
                          Fort Worth, Texas 76102-2799
          (Address of principal executive offices, including zip code)

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

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                       ----------------------------------

                                 Richard Marxen
                      President and Chief Executive Officer
                        INSpire Insurance Solutions, Inc.
                               300 Burnett Street
                          Fort Worth, Texas 76102-2799
                     (Name and address of agent for service)

                                 (817) 348-3900
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

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

                                                      Proposed maximum      Proposed maximum
           Title of                 Amount to          offering price           aggregate              Amount of
 securities to be registered    be registered (1)     per share (2)(3)    offering price (2)(3)   registration fee (3)
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01         900,000               $.295                $265,500                 $66.00
per share
------------------------------------------------------------------------------------------------------------------------
(1)  Consists  of  900,000  shares of common  stock  reserved  for  issuance  to
employees and directors of INSpire Insurance Solutions, Inc. (the "Corporation")
pursuant to the Employee Stock Purchase Plan (the "Plan"). In addition, pursuant
to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"),
this  Registration  Statement also covers an indeterminate  number of additional
shares of the Corporation's  Common Stock (the "Common Stock") issuable pursuant
to the exercise of options and/or awards granted or to be granted under the Plan
to  prevent  dilution  that may  result  from any  future  stock  splits,  stock
dividends or similar transactions affecting the Common Stock.
(2)  Estimated solely for the purpose of computing the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of Common  Stock  offered  hereunder  pursuant to the Plan is based upon 900,000
shares of Common  Stock  reserved  for  issuance  under the Plan,  at a price of
$.295,  which is the average of the highest and lowest price per share of Common
Stock on the NASDAQ National Market System on December 17, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         The Corporation  hereby  incorporates by reference in this registration
statement  the  separate  Registration  Statement  on Form S-8  relating  to the
Employee Stock Purchase Plan, Registration Number 333-36271.

         The  Corporation   also  hereby   incorporates  by  reference  in  this
registration   statement  the  following  documents   previously  filed  by  the
registrant with the Securities and Exchange Commission (the "Commission"):

                  (1) the  Corporation's  Annual  Report on Form 10-K filed with
         the Commission for the fiscal year ended December 31, 2000;

                  (2) the  Corporation's  Quarterly  Reports  on Form 10-Q filed
         with the Commission for the three months ended March 31, 2001, June 30,
         2001 and September 30, 2001;

                  (3) the  Corporation's  Form 8-A filed with the  Commission on
         August 21, 1997; and

                  (4) the description of the Common Stock of the Corporation set
         forth in the Registration Statement on Form S-1 (No. 333-31173),  filed
         with the  Commission  on July 11, 1997,  as amended by Amendment  No. 1
         thereto  filed with the  Commission  on July 30, 1997,  Amendment No. 2
         thereto filed with the  Commission on August 21, 1997,  Amendment No. 3
         thereto  filed with the  Commission  on August 22, 1997,  and the final
         prospectus  filed with the  Commission  on August 26, 1997  pursuant to
         Rule 424(b)(3) under the Securities Act.

         All documents filed by the Corporation with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

-----------------------
*Information  required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
Item 6.  Indemnification of Directors and Officers.

         The  Corporation  is empowered by Article  2.02-1 of the Texas Business
Corporation Act (the "TBCA"),  subject to the procedures and limitations  stated
therein,  to indemnify  certain persons,  including any person who was, is or is
threatened to be made a named  defendant or  respondent in a proceeding  because
the  person  is or  was a  director  or  officer  against  judgments,  penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
(including court costs and attorneys'  fees) actually  incurred by the person in
connection  with  the  threatened,   pending,   or  completed  action,  suit  or
proceeding.  The  Corporation  is  required  by Article  2.02-1 to  indemnify  a
director  or officer  against  reasonable  expenses  (including  court costs and
attorneys'  fees)  incurred by him in connection  with a threatened,  pending or
completed  action,  suit or  proceeding  in  which  he is a named  defendant  or
respondent  because  he is or was a director  or  officer if he has been  wholly
successful,  on the merits or otherwise,  in the defense of the action,  suit or
proceeding.  Article  2.02-1  provides  that  indemnification  pursuant  to  its
provisions is not exclusive of other rights of indemnification to which a person
may  be  entitled  under  any  bylaw,   agreement,   vote  of   shareholders  or
disinterested  directors,  or otherwise.  The Restated Articles of Incorporation
and Amended and Restated  Bylaws,  as amended,  of the  Corporation  provide for
indemnification  by the Corporation of its directors and officers to the fullest
extent  permitted by the TBCA. In addition,  the  Corporation  has,  pursuant to
Article 1302-7.06 of the Texas  Miscellaneous  Corporation Laws Act, provided in
its Restated Articles of Incorporation  that, to the fullest extent permitted by
the Texas  Miscellaneous  Corporation  Laws Act, a director  of the  Corporation
shall not be liable to the Corporation or its  shareholders for monetary damages
for an act or omission in a director's  capacity as director of the Corporation.
The  Corporation  has entered into  indemnification  agreements with each of its
directors.  Each  indemnification  agreement provides that the Corporation shall
indemnify the director  against certain  liabilities  and expenses  actually and
reasonably  incurred by the director in connection with any threatened,  pending
or completed action, suit or proceeding,  including an action by or on behalf of
shareholders  of the  Corporation or by or in the right of the  Corporation,  to
which the  director  is, or is  threatened  to be made, a party by reason of his
status as a director,  provided that such  individual did not derive an improper
benefit,  such individual did not commit acts or omissions that were not in good
faith or that involved intentional misconduct or a knowing violation of the law,
or such indemnification is not otherwise disallowed under Texas law.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.  The following documents are filed as a part of this
                  registration statement.

         Exhibit  Description of Exhibit

         3.1      Restated  Articles of Incorporation of INSpire and Articles of
                  Amendment No. 1 thereto  (incorporated by reference to Exhibit
                  3.1  of   INSpire's   Registration   Statement  on  Form  S-1,
                  Registration No. 333-31173, filed with the Commission on March
                  6, 1998).

         3.2      Amended  and  Restated  Bylaws  of  INSpire  (incorporated  by
                  reference to Exhibit 3.2 of INSpire's  Registration  Statement
                  on Form  S-1,  Registration  No.  333-31173,  filed  with  the
                  Commission on March 6, 1998).

         3.3      Form of First Amendment to the Bylaws of INSpire (incorporated
                  by  reference  to Exhibit 3.3 of  INSpire's  Form 10-Q for the
                  three months ended March 31, 1998,  filed with the  Commission
                  on May 14, 1998).
4.1      Specimen  Certificate  for  shares of Common  Stock of INSpire
                  (incorporated   by  reference  to  Exhibit  4.1  of  INSpire's
                  Registration   Statement   on  Form  S-1,   Registration   No.
                  333-31173, filed with the Commission on March 6, 1998).

         4.2      Form of Amended and Restated Rights Agreement,  by and between
                  INSpire and U.S.  Trust  Company of Texas,  N.A.,  dated as of
                  December 18, 1998 (incorporated by reference to Exhibit 4.2 of
                  INSpire's  Form 10-K for the year  ended  December  31,  1998,
                  filed with the Commission on March 25, 1999).

         4.3      Employee Stock Purchase Plan of INSpire  (incorporated  herein
                  by reference to Exhibit 10.38 of INSpire's  Amendment No. 3 to
                  Form  S-1,   Registration  No.   333-31173,   filed  with  the
                  Commission on August 22, 1997).

         5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation.

         15*      Letter of Deloitte & Touche LLP  Regarding  Unaudited  Interim
                  Financial Information

         23.1*    Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto).

         23.2*    Consent of Deloitte & Touche LLP.

         24.1     Power of  Attorney  (included  in the  signature  page of this
                  Registration Statement).

         -------

         *        Filed herewith.

Item 9.  Undertakings.

         A.       The undersigned Corporation hereby undertakes:

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

                  (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 the offering.

         B. The undersigned  Corporation hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Corporation's  annual  report  pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(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.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Corporation  pursuant to the foregoing  provisions,  or  otherwise,  the
Corporation  has  been  advised  that  in the  opinion  of the  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 than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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  Corporation  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 of 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.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  Corporation  certifies  that it has  reasonable  grounds to believe that it
meets  all 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 City of Fort Worth, Texas, on December 19, 2001.

                        INSPIRE INSURANCE SOLUTIONS, INC.

                        By:        /s/ Richard Marxen
                            ---------------------------------------------------
                            Richard Marxen
                            President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT,  that each  individual  whose  signature
appears  below hereby  constitutes  and appoints  Richard  Marxen and Gregory B.
Kent, or either of them, his true and lawful  attorneys-in-fact and agents, with
full power of substitution and resubstitution for him and in his name, place and
stead,  in any  and  all  capacities,  to  sign  any or all  amendments  to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in  connection  therewith,  with the SEC,  granting  unto each of said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and  confirming  that each of said  attorney-in-fact  and agent or his
substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates included:
Signature                                   Capacity                                                    Date
---------                                   --------                                                    ----
/s/ Richard Marxen                  President and Chief Executive Officer
----------------------------------  (Principal Executive Officer) and Director                   December 19, 2001
Richard Marxen

 /s/ John F. Pergande               Chairman of the Board                                        December 19, 2001
----------------------------------
John F. Pergande

/s/ Patrick E. Grady                Chief Financial Officer and                                  December 19, 2001
----------------------------------  Director of Investor Relations,
Patrick E. Grady                    Treasurer and Secretary
                                    (Principal Financial Officer)

/s/ R. Earl Cox, III                Director                                                     December 19, 2001
---------------------------------
R. Earl Cox, III

                                    Director                                                     December __, 2001
---------------------------------
Daniel E. Berce
/s/ Harry E. Bartel                 Director                                                     December 17, 2001
---------------------------------
Harry E. Bartel

/s/ Gregory B. Kent                 Director                                                     December 19, 2001
---------------------------------
Gregory B. Kent

/s/ JoAnn Howard                    Director                                                     December 19, 2001
---------------------------------
JoAnn Howard

/s/ Thomas Slone                    Director                                                     December 17, 2001
---------------------------------
Thomas R. Slone
INDEX TO EXHIBITS

--------------- ----------------------------------------------------------------
   Exhibit
    Number                                      Document Description
--------------- ----------------------------------------------------------------

         3.1      Restated  Articles of Incorporation of INSpire and Articles of
                  Amendment No. 1 thereto  (incorporated by reference to Exhibit
                  3.1  of   INSpire's   Registration   Statement  on  Form  S-1,
                  Registration No. 333-31173, filed with the Commission on March
                  6, 1998).

         3.2      Amended  and  Restated  Bylaws  of  INSpire  (incorporated  by
                  reference to Exhibit 3.2 of INSpire's  Registration  Statement
                  on Form  S-1,  Registration  No.  333-31173,  filed  with  the
                  Commission on March 6, 1998).

         3.3      Form of First Amendment to the Bylaws of INSpire (incorporated
                  by  reference  to Exhibit 3.3 of  INSpire's  Form 10-Q for the
                  three months ended March 31, 1998,  filed with the  Commission
                  on May 14, 1998).

         4.1      Specimen  Certificate  for  shares of Common  Stock of INSpire
                  (incorporated   by  reference  to  Exhibit  4.1  of  INSpire's
                  Registration   Statement   on  Form  S-1,   Registration   No.
                  333-31173, filed with the Commission on March 6, 1998).

         4.2      Form of Amended and Restated Rights Agreement,  by and between
                  INSpire and U.S.  Trust  Company of Texas,  N.A.,  dated as of
                  December 18, 1998 (incorporated by reference to Exhibit 4.2 of
                  INSpire's  Form 10-K for the year  ended  December  31,  1998,
                  filed with the Commission on March 25, 1999).

         4.3      Employee Stock Purchase Plan of INSpire  (incorporated  herein
                  by reference to Exhibit 10.38 of INSpire's  Amendment No. 3 to
                  Form  S-1,   Registration  No.   333-31173,   filed  with  the
                  Commission on August 22, 1997).

         5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation.

         15*      Letter of Deloitte & Touche LLP  Regarding  Unaudited  Interim
                  Financial Information

         23.1*    Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto).

         23.2*    Consent of Deloitte & Touche LLP.

         24.1     Power of  Attorney  (included  in the  signature  page of this
                  Registration Statement).

         -------

         *        Filed herewith.