<PAGE>   1
As filed with the Securities and Exchange Commission on December 19, 1996

                                                     Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

            DELAWARE                                      94-3172455
   (State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                      Identification No.)

65 EAST 55TH STREET, 28TH FLOOR
NEW YORK, NY                                                 10022
(Address of principal executive offices)                  (zip code)

                                                         
                               TIG HOLDINGS, INC.
                      DIVERSIFIED SAVINGS RESTORATION PLAN
                            (full title of the plan)


                              PETER M. ACTON, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                               TIG HOLDINGS, INC.
                               65 EAST 55TH STREET
                                   28TH FLOOR
                               NEW YORK, NY 10022
                     (Name and address of agent for service)

                                 (212) 446-2700
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                           Proposed         Proposed
                                            maximum          maximum
Title of          Amount                    offering        aggregate           Amount of
Securities to     to be                     price pe         offering         registration
be Registered     Registered                unit              price               fee
-------------     ----------                ----              -----               ---
<S>               <C>                       <C>             <C>                 <C>      
Plan
Obligations(1)    $3,000,000                100%            $3,000,000          $910.00
</TABLE>
<PAGE>   2

         Represents unsecured obligations of TIG Holdings, Inc. to pay deferred
         compensation to participants in the TIG Holdings, Inc. Diversified
         Savings Restoration Plan.

       
<PAGE>   3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference

         The following documents are incorporated herein by reference:

(a)      Annual Report on Form 10-K of TIG Holdings, Inc. (the "Registrant") for
         the year ended December 31, 1995;
          
(b)      The Quarterly Reports on Form 10-Q of the Registrant for the quarters
         ended March 31, June 30 and September 30, 1996, and the amendment on
         Form 10-Q/A of the Form 10-Q for the quarter ended September 30, 1996;
         and

(c)      All other reports filed by the Registrant pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), since December 31, 1995.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document that is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

Item 4.  Description Of Securities

         The securities registered hereby are being issued under the TIG
Holdings, Inc. Diversified Savings Restoration Plan (the "Plan") and represent
unsecured obligations of the Registrant to pay to participants in the Plan in
cash deferred compensation in amount equal to the value of their accumulated
account balances under the Plan. The value of each participant's account balance
is determined by a combination of (i) the amount of voluntary deferrals by the
participant of salary and bonus payments under the Plan, (ii) the amount of the
matching contribution made by the Registrant under the Plan , and (iii) the
investment performance of the financial indices in which the account balance is
deemed invested in accordance with the Plan.
<PAGE>   4

         In accordance with the Plan, the distribution of account balances is
made to participants following the termination of their employment in cash, at
the election of the participant, either in a lump sum or in installments over a
ten-year period. Except as required by a qualified domestic relations order, the
right of a participant to payments under the Plan may not be sold, assigned,
transferred, pledged or otherwise encumbered.

         Account balances are not segregated from the assets of the Registrant.
The right of each participant to receive payments is that of a general,
unsecured creditor of the Registrant, and ranks pari passu with all other
unsecured and unsubordinated indebtedness of the Registrant from time to time
outstanding.

         Account balances are not convertible into any other security of the
Registrant. The plan obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the rights of participants under the Plan.

Item 5.  Interests Of Named Experts And Counsel

         Not Applicable.

Item 6.  Indemnification Of Directors And Officers

         Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Amended and Restated Certificate of Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.

         Reference is made to Section 145 of DGCL which provides that a
corporation may indemnify any persons, including directors and
<PAGE>   5

officers, who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonable incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred. The
Registrant's bylaws, as amended, requires indemnification of directors and
officers of the Registrant as permitted by the DGCL.

         The Registrant may maintain liability insurance to protect each
director and officer of the Registrant or another entity against any expense,
liability or loss, whether or not the Registrant would have the power to
indemnify such persons against such expense, to indemnify such person against
such expense, liability or loss under the DGCL.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following exhibits are filed as part of this Registration
Statement:

5.1      Opinion of Peter M. Acton, Senior Vice President and General Counsel of
         the Registrant, as to the legality of the securities being registered.
<PAGE>   6


23.1     Consent of Peter M. Acton, Senior Vice President and General Counsel of
         the Registrant (filed as part of Exhibit 5.1 hereof).

23.2     Consent of Independent Auditors.

24.1     Powers of Attorney of Directors and Officers of the Registrant.

Item 9.  Undertakings

(1)      The undersigned Registrant hereby undertakes:

         (a)      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 of 1933;

                  (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;
                           and

                  (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 (1)(a) and (1)(b) do not apply if
         the information required to be included in a post-effective amendment
         by these paragraphs is contained in periodic reports filed with or
         furnished to the Securities and Exchange Commission by the Registrant
         pursuant to section 13 or section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement;

         (b)      that, for the purpose of determining any liability under the
                  Securities Act of 1933, 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
<PAGE>   7
         (c)      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.

(2)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to section 13(a) or 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.

(3)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 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 Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than 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 Act
         and will be governed by the final adjudication of such issue.
<PAGE>   8
                                   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 City of New York, State of New York on this 19 day of
December, 1996.

                                           TIG HOLDINGS, INC.

                                           By:      /s/ Jon W. Rotenstreich
                                                    ----------------------------
                                                    Name:  Jon W. Rotenstreich
                                                    Title:  Chairman and Chief
                                                              Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on December 19,
1996 in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                       Title(s)                                              Date
---------                       --------                                              ----

<S>                             <C>                                                   <C>      
  /s/ Jon W. Rotenstreich       Chairman of the Board and Chief Executive             December 19, 1996
----------------------------    Officer and Director (Principal Executive Officer)
Jon W. Rotenstreich              

             *
----------------------------
Don D. Hutson                   President, Chief Operating Officer and Director       December 19, 1996

             *                  
----------------------------    
Edwin G. Pickett                Executive Vice President and Chief Financial          December 19, 1996  
                                Officer (Principal Financial Officer)                                    
             *
----------------------------
Steven A. Cook                  Controller (Principal Accounting Officer)             December 19, 1996

             *
--------------------------
George B. Beitzel               Director                                              December 19, 1996

             *
----------------------------
William G. Clark                Director                                              December 19, 1996

             *
----------------------------
Joel S. Ehrenkranz              Director                                              December 19, 1996

             *
----------------------------
George D. Gould                 Director                                              December 19, 1996

             *
----------------------------
William W. Priest, Jr.          Director                                              December 19, 1996
</TABLE>
<PAGE>   9
<TABLE>

<S>                             <C>                                                   <C>  
              *
----------------------------
Ann W. Richards                 Director                                              December 19, 1996

              *
----------------------------
Harold Tanner                   Director                                              December 19, 1996
</TABLE>


  * By Power of Attorney

    /s/ Louis J. Paglia                                       December 19, 1996
    -------------------
    Louis J. Paglia
    Attorney-in-Fact
<PAGE>   10
                                  EXHIBIT INDEX

EXHIBIT NO.
----------

5.1               Opinion of Peter M. Acton, Senior Vice President and General
                  Counsel of the Registrant, as to the legality of the
                  securities being registered.

23.1              Consent of Peter M. Acton, Senior Vice President and General
                  Counsel of the Registrant (filed as part of Exhibit 5.1
                  hereof).

23.2              Consent of Independent Auditors.

24.1              Power of Attorney of Directors and Officers of the Registrant.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18700}]
{"company-data": {"conformed-name": "TIG HOLDINGS INC", "cik": "0000897430", "assigned-sic": "6331", "irs-number": "943172455", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18281", "film-number": "96683425"}, "business-address": {"street1": "5205 N OCONNOR BLVD", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "2124462700"}, "mail-address": {"street1": "5205 N O OCONNOR BLVD", "city": "IRVING", "state": "TX", "zip": "75039"}}
1
As filed with the Securities and Exchange Commission on December 19, 1996

                                                     Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

            DELAWARE                                      94-3172455
   (State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                      Identification No.)

65 EAST 55TH STREET, 28TH FLOOR
NEW YORK, NY                                                 10022
(Address of principal executive offices)                  (zip code)

                                                         
                               TIG HOLDINGS, INC.
                      DIVERSIFIED SAVINGS RESTORATION PLAN
                            (full title of the plan)

                              PETER M. ACTON, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                               TIG HOLDINGS, INC.
                               65 EAST 55TH STREET
                                   28TH FLOOR
                               NEW YORK, NY 10022
                     (Name and address of agent for service)

                                 (212) 446-2700
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                            maximum          maximum
Title of          Amount                    offering        aggregate           Amount of
Securities to     to be                     price pe         offering         registration
be Registered     Registered                unit              price               fee
-------------     ----------                ----              -----               ---
Plan
Obligations(1)    $3,000,000                100%            $3,000,000          $910.00
2

         Represents unsecured obligations of TIG Holdings, Inc. to pay deferred
         compensation to participants in the TIG Holdings, Inc. Diversified
         Savings Restoration Plan.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference

         The following documents are incorporated herein by reference:

(a)      Annual Report on Form 10-K of TIG Holdings, Inc. (the "Registrant") for
         the year ended December 31, 1995;
          
(b)      The Quarterly Reports on Form 10-Q of the Registrant for the quarters
         ended March 31, June 30 and September 30, 1996, and the amendment on
         Form 10-Q/A of the Form 10-Q for the quarter ended September 30, 1996;
         and

(c)      All other reports filed by the Registrant pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), since December 31, 1995.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document that is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

Item 4.  Description Of Securities

         The securities registered hereby are being issued under the TIG
Holdings, Inc. Diversified Savings Restoration Plan (the "Plan") and represent
unsecured obligations of the Registrant to pay to participants in the Plan in
cash deferred compensation in amount equal to the value of their accumulated
account balances under the Plan. The value of each participant's account balance
is determined by a combination of (i) the amount of voluntary deferrals by the
participant of salary and bonus payments under the Plan, (ii) the amount of the
matching contribution made by the Registrant under the Plan , and (iii) the
investment performance of the financial indices in which the account balance is
deemed invested in accordance with the Plan.
4

         In accordance with the Plan, the distribution of account balances is
made to participants following the termination of their employment in cash, at
the election of the participant, either in a lump sum or in installments over a
ten-year period. Except as required by a qualified domestic relations order, the
right of a participant to payments under the Plan may not be sold, assigned,
transferred, pledged or otherwise encumbered.

         Account balances are not segregated from the assets of the Registrant.
The right of each participant to receive payments is that of a general,
unsecured creditor of the Registrant, and ranks pari passu with all other
unsecured and unsubordinated indebtedness of the Registrant from time to time
outstanding.

         Account balances are not convertible into any other security of the
Registrant. The plan obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the rights of participants under the Plan.

Item 5.  Interests Of Named Experts And Counsel

         Not Applicable.

Item 6.  Indemnification Of Directors And Officers

         Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Amended and Restated Certificate of Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.

         Reference is made to Section 145 of DGCL which provides that a
corporation may indemnify any persons, including directors and
5

officers, who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonable incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred. The
Registrant's bylaws, as amended, requires indemnification of directors and
officers of the Registrant as permitted by the DGCL.

         The Registrant may maintain liability insurance to protect each
director and officer of the Registrant or another entity against any expense,
liability or loss, whether or not the Registrant would have the power to
indemnify such persons against such expense, to indemnify such person against
such expense, liability or loss under the DGCL.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following exhibits are filed as part of this Registration
Statement:

5.1      Opinion of Peter M. Acton, Senior Vice President and General Counsel of
         the Registrant, as to the legality of the securities being registered.
6

23.1     Consent of Peter M. Acton, Senior Vice President and General Counsel of
         the Registrant (filed as part of Exhibit 5.1 hereof).

23.2     Consent of Independent Auditors.

24.1     Powers of Attorney of Directors and Officers of the Registrant.

Item 9.  Undertakings

(1)      The undersigned Registrant hereby undertakes:

         (a)      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 of 1933;

                  (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;
                           and

                  (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 (1)(a) and (1)(b) do not apply if
         the information required to be included in a post-effective amendment
         by these paragraphs is contained in periodic reports filed with or
         furnished to the Securities and Exchange Commission by the Registrant
         pursuant to section 13 or section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement;

         (b)      that, for the purpose of determining any liability under the
                  Securities Act of 1933, 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
7
         (c)      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.

(2)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to section 13(a) or 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.

(3)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 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 Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than 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 Act
         and will be governed by the final adjudication of such issue.
8
                                   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 City of New York, State of New York on this 19 day of
December, 1996.

                                           TIG HOLDINGS, INC.

                                           By:      /s/ Jon W. Rotenstreich
                                                    ----------------------------
                                                    Name:  Jon W. Rotenstreich
                                                    Title:  Chairman and Chief
                                                              Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on December 19,
1996 in the capacities and on the date indicated.
Signature                       Title(s)                                              Date
---------                       --------                                              ----
/s/ Jon W. Rotenstreich       Chairman of the Board and Chief Executive             December 19, 1996
----------------------------    Officer and Director (Principal Executive Officer)
Jon W. Rotenstreich              

             *
----------------------------
Don D. Hutson                   President, Chief Operating Officer and Director       December 19, 1996

             *                  
----------------------------    
Edwin G. Pickett                Executive Vice President and Chief Financial          December 19, 1996  
                                Officer (Principal Financial Officer)                                    
             *
----------------------------
Steven A. Cook                  Controller (Principal Accounting Officer)             December 19, 1996

             *
--------------------------
George B. Beitzel               Director                                              December 19, 1996

             *
----------------------------
William G. Clark                Director                                              December 19, 1996

             *
----------------------------
Joel S. Ehrenkranz              Director                                              December 19, 1996

             *
----------------------------
George D. Gould                 Director                                              December 19, 1996

             *
----------------------------
William W. Priest, Jr.          Director                                              December 19, 1996
9
*
----------------------------
Ann W. Richards                 Director                                              December 19, 1996

              *
----------------------------
Harold Tanner                   Director                                              December 19, 1996
* By Power of Attorney

    /s/ Louis J. Paglia                                       December 19, 1996
    -------------------
    Louis J. Paglia
    Attorney-in-Fact
10
                                  EXHIBIT INDEX

EXHIBIT NO.
----------

5.1               Opinion of Peter M. Acton, Senior Vice President and General
                  Counsel of the Registrant, as to the legality of the
                  securities being registered.

23.1              Consent of Peter M. Acton, Senior Vice President and General
                  Counsel of the Registrant (filed as part of Exhibit 5.1
                  hereof).

23.2              Consent of Independent Auditors.

24.1              Power of Attorney of Directors and Officers of the Registrant.