--------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on January 22, 1999


                                                      Registration No. _________

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

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

                               GORAN CAPITAL INC.
             (Exact Name of Registrant as specified in its charter)

                    CANADA                   Not Applicable
         (State or other jurisdiction of    (I.R.S. Employer
          incorporation or organization)    Identification No.)

                             181 University Avenue
                              Suite 1101 - Box 11
                        Toronto, Ontario, Canada M5H 3M7
              (Address of Principal Executive Offices) (Zip Code)

                      GORAN CAPITAL INC. SHARE OPTION PLAN
                              (Full title of plan)

                                 David L. Bates
                 Vice President, General Counsel and Secretary
                               Goran Capital Inc.
                             181 University Avenue
                              Suite 1101 - Box 11
                        Toronto, Ontario, Canada M5H 3M7
                  (416) 594-1155 (Canada), (317) 259-6304 (USA)
                    (Name and address of agent for service)
          telephone number, including area code, of agent for service
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                     Additional       Proposed         Proposed
Title of             Amount           Maximum          Maximum
Securities to be     to be            Offering Price   Aggregate             Amount of
Registered           Registered(1)    Per Share(2)     Offering Price(2)     Registration Fee

<S>                   <C>               <C>              <C>                  <C>
Common Shares,
without par value     325,672           11.0625           $3,602,746.50       $1,001.56

</TABLE>


(1)     Any  additional  shares  of  Common  Shares to be issued as a result of
        stock dividends,  stock splits or similar transactions shall be covered
        by this Registration Statement as provided in Rule 416.



<PAGE>



(2)      Estimated  solely to determine  the  registration  fee and based on the
         average of high and low sales per Common Share of Goran Capital Inc. on
         the NASDAQ  Stock  Market on  January  21,  1999,  as to shares not yet
         subject to options  granted  under the Plan,  pursuant to Rule  457(c).
         Pursuant to General  Instruction E of Form S-8, the registration fee is
         calculated with respect only to the additional  shares being registered
         hereunder.

                                     PART I
                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *Information  required  by Part I of Form  S-8 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,  as  amended  (the
"Securities Act"), and the Note to Part I of Form S-8.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This  Registration   Statement  is  being  filed  with  respect  to  an
additional aggregate 325,672 shares of Goran Capital Inc. Common Shares, without
par value, issuable under the Goran Capital Inc. Share Option Plan.

         Pursuant  to  General   Instruction  E   (Registration   of  Additional
Securities)  to Form S-8, the contents of the  Registrant's  prior  Registration
Statement on Form S-8 (Registration No. 333-44679) filed with the Securities and
Exchange Commission (the "Commission") on January 22, 1998 relating to 1,069,265
shares of the Registrant's Common Shares,  without par value,  issuable upon the
exercise of options or other  rights  guaranteed  under the  Registrant's  Share
Option Plan are hereby incorporated herein by this reference.

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement.

         (a)      The annual report on Form 10-K of the Registrant for the
                  fiscal year ended December 31, 1997; and

         (c)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Registrant since December 31, 1997; and

         (d)      The  description  of  the  capital  stock  of  the  Registrant
                  contained in the Registrant's  Registration  Statement on Form
                  20-F,  which was filed with the  Commission  on June 21, 1994,
                  and  all  amendments  of  reports  filed  for the  purpose  of
                  updating such description.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 and  15(d)  of the  1934  Act  after  the  date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part  thereof from the date they are filed.
Any statement contained in a document  incorporated by reference shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained in any other  subsequently filed incorporated
document  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Registration Statement.


                                       S-1

<PAGE>


Item 4.  Description of Securities.

         See Incorporation of Documents by Reference.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Subject to the limitations of the Canadian  Business  Corporations  Act
(the "Act") with respect to indemnities in respect of derivative actions,  under
its By-Laws,  the  Registrant  shall  indemnify a present or former  director or
officer  of the  Registrant  or a person  who acts or acted at the  Registrant's
request as a director or officer of another  corporation of which the Registrant
is or was a shareholder  or creditor,  and his heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or satisfy a fine or judgment,  action,  proceeding or  investigation  to
which he is, or may be made,  a party by  reason of being or having  been such a
director or officer and provided that the director or officer acted honestly and
in good faith with a view to the best  interests of the  Registrant and , in the
case of a criminal or administrative  action or proceeding that is enforced by a
monetary  penalty,  had  reasonable  grounds for  believing  hat his conduct was
lawful. The  Indemnification  provisions of the By-Laws  effectively provide for
indemnification to the maximum extent permitted by the Act and generally provide
that the Registrant will provide indemnification in every circumstance where the
Act so permits or requires.  The  Registrant  also carries  director and officer
liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
Page E-1.

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 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; (ii) to include any
                  prospectus required by Section 10(a)(3) of the Securities Act;
                  and (iii) to  reflect  in the  prospectus  any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (of the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  and of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price  represent  no  more  than a 20  percent  change  in the
                  maximum aggregate offering price set forth in the "Calculation
                  of  Registration  Fee"  table in the  effective  Registration;
                  provided,  however,  that paragraphs  (1)(ii) and (iii) do not
                  apply if this  Registration  Statement  is on Form S-3, S-8 or
                  Form F-3,  and the  information  required  to be included in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant  pursuant to Section 13 or Section 15(d) of the
                  1934  Act  that  are   incorporated   by   reference  in  this
                  Registration Statement.


                                       S-2

<PAGE>



                  (2) The undersigned  Registrant  hereby  undertakes  that, for
                  purposes 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 the offering.

(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 Section 15(d)
         of the 1934 Act (and,  where  applicable,  each  filing of an  employee
         benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
         that is incorporated by reference in this Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered  herein,  and the offering of such securities at the time shall
         be deemed to be the initial bona fide offering thereof.

         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,  the Registrant's
         Articles of Incorporation  or By-Laws,  as amended,  or otherwise,  the
         Registrant 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
         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.




                                       S-3

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Toronto, and the Province of Ontario, Canada, on
this 18th day of January, 1999.

                               GORAN CAPITAL INC.

                               By:      /s/ Alan G. Symons
                               Alan G. Symons
                               President and Chief Executive Officer

         Each person whose signature appears below hereby severally  constitutes
and appoints Alan G. Symons,  Douglas H. Symons and David L. Bates,  and each of
them,  his  true  and  lawful  agent,  proxy  and as  attorney-in-fact  for  the
undersigned,   each   acting   alone  with  full  power  of   substitution   and
resubstitution,  in any and  all  capacities,  to act  on,  sign  and  file  any
amendments to this Registration Statement (including post-effective  amendments)
and any subsequent  registration  statement filed by the Registrant  pursuant to
Rule 462(b) of the  Securities  Act or 1933,  and to file the same with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  granting unto said  attorneys-in-fact,  and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and purpose as he might or could do in persons,  hereby  ratifying  and
confirming all that each said attorney-in-fact,  or any of them, may lawfully do
or cause to be done by virtue hereof.

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

Signature                           Title                           Date

(1)  Principal Executive Officer:

     /s/ Alan G. Symons     President and
---------------------------
Alan G. Symons              Chief Executive Officer           January 22, 1999
                                                             
(2)  Principal Financial and Accounting Officer:

     /s/ Gary P. Hutchcraft Vice President and
---------------------------
Gary P. Hutchcraft          Chief Financial Officer           January 22, 1999
                            and Treasurer

(3)  The Board of Directors


     /s/ G. Gordon Symons   Director                          January 22, 1999
---------------------------
G. Gordon Symons


     /s/ Alan G. Symons     Director                          January 22, 1999
---------------------------
Alan G. Symons



                                       S-4

<PAGE>



     /s/ Douglas H Symons   Director                          January 22, 1999
---------------------------
Douglas H. Symons


     /s/ John J. McKeating  Director                          January 22, 1999
---------------------------
John J. McKeating


     /s/ James G. Torrance  Director                          January 22, 1999
---------------------------
James G. Torrance


     /s/ J. Ross Schofield  Director                          January 22, 1999
---------------------------
J. Ross Schofield


     /s/ David B. Shapira   Director                          January 22, 1999
---------------------------
David B. Shapira


                                       S-5

<PAGE>




                               INDEX TO EXHIBITS


Exhibit No.              Description


5         Opinion of Smith Lyons as to the legality of the securities to be
          registered

10.20     Goran Capital Inc. Share Option Plan*

23.1      Consent of Schwartz Levitsky Feldman

23.2      Consent of Smith Lyons (included as part of Exhibit 5)

24        Power of Attorney (included on Page S-4 of the Registration Statement)




*  Incorporated by reference to the similarly designated exhibit to the
   Registration Statement of Symons International Group, Inc. on S-1,
   Registration No. 333-9129


                                       E-1

<PAGE>
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{"company-data": {"conformed-name": "GORAN CAPITAL INC", "cik": "0000925600", "assigned-sic": "6331", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71095", "film-number": "99511839"}, "business-address": {"street1": "181 UNIVERSITY AVE - STE 1101", "street2": "BOX 11", "city": "TORONTO ONTARIO CANA", "state": "A6", "phone": "4165941155"}, "mail-address": {"street1": "4720 KINGSWAY DRIVE", "city": "INDIANAPOLIS", "state": "IN", "zip": "46205"}}
--------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on January 22, 1999

                                                      Registration No. _________

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

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

                               GORAN CAPITAL INC.
             (Exact Name of Registrant as specified in its charter)

                    CANADA                   Not Applicable
         (State or other jurisdiction of    (I.R.S. Employer
          incorporation or organization)    Identification No.)

                             181 University Avenue
                              Suite 1101 - Box 11
                        Toronto, Ontario, Canada M5H 3M7
              (Address of Principal Executive Offices) (Zip Code)

                      GORAN CAPITAL INC. SHARE OPTION PLAN
                              (Full title of plan)

                                 David L. Bates
                 Vice President, General Counsel and Secretary
                               Goran Capital Inc.
                             181 University Avenue
                              Suite 1101 - Box 11
                        Toronto, Ontario, Canada M5H 3M7
                  (416) 594-1155 (Canada), (317) 259-6304 (USA)
                    (Name and address of agent for service)
          telephone number, including area code, of agent for service
                         CALCULATION OF REGISTRATION FEE
Additional       Proposed         Proposed
Title of             Amount           Maximum          Maximum
Securities to be     to be            Offering Price   Aggregate             Amount of
Registered           Registered(1)    Per Share(2)     Offering Price(2)     Registration Fee
Common Shares,
without par value     325,672           11.0625           $3,602,746.50       $1,001.56
(1)     Any  additional  shares  of  Common  Shares to be issued as a result of
        stock dividends,  stock splits or similar transactions shall be covered
        by this Registration Statement as provided in Rule 416.
(2)      Estimated  solely to determine  the  registration  fee and based on the
         average of high and low sales per Common Share of Goran Capital Inc. on
         the NASDAQ  Stock  Market on  January  21,  1999,  as to shares not yet
         subject to options  granted  under the Plan,  pursuant to Rule  457(c).
         Pursuant to General  Instruction E of Form S-8, the registration fee is
         calculated with respect only to the additional  shares being registered
         hereunder.

                                     PART I
                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *Information  required  by Part I of Form  S-8 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,  as  amended  (the
"Securities Act"), and the Note to Part I of Form S-8.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This  Registration   Statement  is  being  filed  with  respect  to  an
additional aggregate 325,672 shares of Goran Capital Inc. Common Shares, without
par value, issuable under the Goran Capital Inc. Share Option Plan.

         Pursuant  to  General   Instruction  E   (Registration   of  Additional
Securities)  to Form S-8, the contents of the  Registrant's  prior  Registration
Statement on Form S-8 (Registration No. 333-44679) filed with the Securities and
Exchange Commission (the "Commission") on January 22, 1998 relating to 1,069,265
shares of the Registrant's Common Shares,  without par value,  issuable upon the
exercise of options or other  rights  guaranteed  under the  Registrant's  Share
Option Plan are hereby incorporated herein by this reference.

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement.

         (a)      The annual report on Form 10-K of the Registrant for the
                  fiscal year ended December 31, 1997; and

         (c)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Registrant since December 31, 1997; and

         (d)      The  description  of  the  capital  stock  of  the  Registrant
                  contained in the Registrant's  Registration  Statement on Form
                  20-F,  which was filed with the  Commission  on June 21, 1994,
                  and  all  amendments  of  reports  filed  for the  purpose  of
                  updating such description.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 and  15(d)  of the  1934  Act  after  the  date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part  thereof from the date they are filed.
Any statement contained in a document  incorporated by reference shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained in any other  subsequently filed incorporated
document  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Registration Statement.

                                       S-1
Item 4.  Description of Securities.

         See Incorporation of Documents by Reference.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Subject to the limitations of the Canadian  Business  Corporations  Act
(the "Act") with respect to indemnities in respect of derivative actions,  under
its By-Laws,  the  Registrant  shall  indemnify a present or former  director or
officer  of the  Registrant  or a person  who acts or acted at the  Registrant's
request as a director or officer of another  corporation of which the Registrant
is or was a shareholder  or creditor,  and his heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or satisfy a fine or judgment,  action,  proceeding or  investigation  to
which he is, or may be made,  a party by  reason of being or having  been such a
director or officer and provided that the director or officer acted honestly and
in good faith with a view to the best  interests of the  Registrant and , in the
case of a criminal or administrative  action or proceeding that is enforced by a
monetary  penalty,  had  reasonable  grounds for  believing  hat his conduct was
lawful. The  Indemnification  provisions of the By-Laws  effectively provide for
indemnification to the maximum extent permitted by the Act and generally provide
that the Registrant will provide indemnification in every circumstance where the
Act so permits or requires.  The  Registrant  also carries  director and officer
liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
Page E-1.

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 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; (ii) to include any
                  prospectus required by Section 10(a)(3) of the Securities Act;
                  and (iii) to  reflect  in the  prospectus  any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (of the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  and of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price  represent  no  more  than a 20  percent  change  in the
                  maximum aggregate offering price set forth in the "Calculation
                  of  Registration  Fee"  table in the  effective  Registration;
                  provided,  however,  that paragraphs  (1)(ii) and (iii) do not
                  apply if this  Registration  Statement  is on Form S-3, S-8 or
                  Form F-3,  and the  information  required  to be included in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant  pursuant to Section 13 or Section 15(d) of the
                  1934  Act  that  are   incorporated   by   reference  in  this
                  Registration Statement.

                                       S-2
(2) The undersigned  Registrant  hereby  undertakes  that, for
                  purposes 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 the offering.

(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 Section 15(d)
         of the 1934 Act (and,  where  applicable,  each  filing of an  employee
         benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
         that is incorporated by reference in this Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered  herein,  and the offering of such securities at the time shall
         be deemed to be the initial bona fide offering thereof.

         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,  the Registrant's
         Articles of Incorporation  or By-Laws,  as amended,  or otherwise,  the
         Registrant 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
         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.

                                       S-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Toronto, and the Province of Ontario, Canada, on
this 18th day of January, 1999.

                               GORAN CAPITAL INC.

                               By:      /s/ Alan G. Symons
                               Alan G. Symons
                               President and Chief Executive Officer

         Each person whose signature appears below hereby severally  constitutes
and appoints Alan G. Symons,  Douglas H. Symons and David L. Bates,  and each of
them,  his  true  and  lawful  agent,  proxy  and as  attorney-in-fact  for  the
undersigned,   each   acting   alone  with  full  power  of   substitution   and
resubstitution,  in any and  all  capacities,  to act  on,  sign  and  file  any
amendments to this Registration Statement (including post-effective  amendments)
and any subsequent  registration  statement filed by the Registrant  pursuant to
Rule 462(b) of the  Securities  Act or 1933,  and to file the same with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  granting unto said  attorneys-in-fact,  and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and purpose as he might or could do in persons,  hereby  ratifying  and
confirming all that each said attorney-in-fact,  or any of them, may lawfully do
or cause to be done by virtue hereof.

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

Signature                           Title                           Date

(1)  Principal Executive Officer:

     /s/ Alan G. Symons     President and
---------------------------
Alan G. Symons              Chief Executive Officer           January 22, 1999
                                                             
(2)  Principal Financial and Accounting Officer:

     /s/ Gary P. Hutchcraft Vice President and
---------------------------
Gary P. Hutchcraft          Chief Financial Officer           January 22, 1999
                            and Treasurer

(3)  The Board of Directors

     /s/ G. Gordon Symons   Director                          January 22, 1999
---------------------------
G. Gordon Symons

     /s/ Alan G. Symons     Director                          January 22, 1999
---------------------------
Alan G. Symons

                                       S-4
/s/ Douglas H Symons   Director                          January 22, 1999
---------------------------
Douglas H. Symons

     /s/ John J. McKeating  Director                          January 22, 1999
---------------------------
John J. McKeating

     /s/ James G. Torrance  Director                          January 22, 1999
---------------------------
James G. Torrance

     /s/ J. Ross Schofield  Director                          January 22, 1999
---------------------------
J. Ross Schofield

     /s/ David B. Shapira   Director                          January 22, 1999
---------------------------
David B. Shapira

                                       S-5
INDEX TO EXHIBITS

Exhibit No.              Description

5         Opinion of Smith Lyons as to the legality of the securities to be
          registered

10.20     Goran Capital Inc. Share Option Plan*

23.1      Consent of Schwartz Levitsky Feldman

23.2      Consent of Smith Lyons (included as part of Exhibit 5)

24        Power of Attorney (included on Page S-4 of the Registration Statement)

*  Incorporated by reference to the similarly designated exhibit to the
   Registration Statement of Symons International Group, Inc. on S-1,
   Registration No. 333-9129

                                       E-1