INTERCARGO CORP
8-K, 1997-09-08
FIRE, MARINE & CASUALTY INSURANCE
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                                UNITED STATES
                     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:   September 8, 1997




                           INTERCARGO CORPORATION
             (Exact name of registrant as specified in charter)




          DELAWARE                       0-16748                36-3414667
          --------                       -------                ----------
 (State or other jurisdiction          (Commission           (I.R.S. Employer
      of incorporation)                File Number)         Identification No.)



         1450 American Lane, 20th Floor, Schaumburg, Illinois 60173
                  (Address of principal executive offices)

    Registrant's telephone number, including area code:  (847)  517-2990


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Item 2. Acquisition or Disposition of Assets


On August 25, 1997 the Company sold 4,018,180 of its common shares of Kingsway
Financial Services, Inc. out of its total holdings of 4,180,000 shares.  The
Kingsway shares were included in a combination primary and secondary offering
registered in Canada under which Kingsway sold shares of common stock for its
own account.  The Kingsway shares were not, and have not been, registered under
the U.S. Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements of that Act.  The book value of the shares sold was $15,580,000 as
of June 30, 1997.  Net proceeds from the sale amounted to $67,665,000.  Of this
amount $9,851,000 was used to retire the Company's bank line of credit.  The
remaining proceeds will be used primarily for business development purposes and
to provide working capital to the Company.


FORWARD LOOKING STATEMENTS

This statement includes forward-looking information as that term is defined in
the Private Securities Litigation Reform Act of 1995 and is therefore subject
to certain risks and uncertainties.  There can be no assurance that actual
results, business conditions, business developments, losses and contingencies
and local and foreign factors will not differ materially from that suggested in
the forward looking statements as a result of various factors including market
conditions, competition, reinsurance availability, foreign affairs, and natural
disasters.



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                                 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.



                                       INTERCARGO CORPORATION



                                       BY:  /s/   Michael L. Rybak
                                            -----------------------
                                            Michael L. Rybak
                                            Chief Financial Officer
                                            and Vice President





Dated:  September 8, 1997






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