GAINSCO INC
8-K, 1998-09-14
FIRE, MARINE & CASUALTY INSURANCE
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                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: August 28, 1998
                (Date of earliest event reported)


                          GAINSCO, INC.
      (Exact name of registrant as specified in its charter)



  TEXAS                             001-09828            75-1617013
  (State or other jurisdiction     (Commission           (IRS Employer  
  of incorporation)                File Number)          Identification No.)

           500 COMMERCE STREET, FORT WORTH, TEXAS     76102
           (Address of principal executive offices) (Zip Code)


   Registrant's telephone number, including area code:   (817) 336-2500


                                     Page 1


ITEM 5.  OTHER EVENTS.

     On August 28, 1998, the Board of Directors of the Company determined to
commence pursuit of additional strategic alternatives to maximize shareholder
value, including a possible sale of the Company.  The Board engaged the
investment banking firm of Wasserstein Perella & Co. as financial advisor in
this process.

Item 7.   Financial Statements and Exhibits.

     No financial statements or pro forma financial statements are required to
be filed as a part of this report.  The following is a list of exhibits filed
as part of this Current Report on Form 8-K: 

EXHIBIT   EXHIBIT
NO.

99.14          Press Release by the Company dated August 28, 1998 announcing
               the Board's determination to pursue additional strategic
               alternatives to maximize shareholder value, including a possible
               sale of the Company.


                            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 hereunto duly authorized.

                                   GAINSCO, INC.



                                   BY:  /s/ SAM ROSEN
                                        _______________________________
                                        Sam Rosen, Corporate Secretary
   

DATED:   September 14, 1998


                              Page 2


                          GAINSCO, INC.
                          EXHIBIT INDEX

EXHIBIT   EXHIBIT                                         SEQUENTIALLY
NO.                                                       NUMBERED PAGE

99.14     Press Release by the Company dated
          August 28, 1998 announcing the Board's
          determination to pursue additional strategic
          alternatives to maximize shareholder value,
          including a possible sale of the Company.


                              Page 3

                          EXHIBIT 99.14


           GAINSCO to Pursue Potential Sale of Company

     FORT WORTH, Texas, Aug. 28 /PRNewswire/ -- GAINSCO, INC., (NYSE: GNA)
today announced that its Board of Directors had determined to commence pursuit
of additional strategic alternatives to maximize shareholder value, including a
possible sale of the Company. The Board of Directors has engaged the investment
banking firm of Wasserstein Perella & Co. as financial advisor in this process.

     GAINSCO, INC. is a vertically integrated property and casualty insurance
holding company specializing in underwriting excess and surplus lines.  Its
insurance companies are rated "A" (Excellent) by A. M. Best.


                              Page 4



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