As filed with the Securities and Exchange Commission on __________________, 1998

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

                                                  Registration No. 333-________

                       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 and General Counsel
                               Goran Capital Inc.
                               4720 Kingsway Drive
                           Indianapolis, Indiana 46205
                  (416) 594-1155 (Canada), (317) 259-6300 (USA)
                     (Name and address of agent for service)
           telephone number, including area code, of agent for service


                         
<TABLE>
                        CALCULATION OF REGISTRATION FEE
<CAPTION>


                                   Proposed     Proposed
                                   Maximum      Maximum
Title of          Amount           Offering     Aggregate       Amount of
Securities to     to be            Price Per    Offering        Registration
be Registered     Registered(1)    Share(2)     Price(2)        Fee
<S>               <C>              <C>          <C>             <C>
Common Shares,    1,069,265        29 61/64     32,024,487      $9,705
without par
value
==============    =============    =========    ============    ================
</TABLE>

(1)  The number of shares  registered is equal to the number of shares of common
     stock of Goran  Capital  Inc.  which are subject to all Options  granted by
     Goran  Capital Inc. to purchase  such stock.  There are  currently  578,996
     options outstanding. 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 16,  1998,  as to shares not yet subject to options
     granted under the Plan, pursuant to Rule 457(c).
<PAGE>

                               REOFFER PROSPECTUS

                             Up to 1,069,265 Shares

                               GORAN CAPITAL INC.

                        Common Shares, without par value

     This Prospectus is a "reoffer  prospectus"  prepared in accordance with the
requirements  of Part I of Form F-3,  pursuant to General  Instruction C of Form
S-8. The Common  Shares  covered by this  reoffer  prospectus  ("Prospectus"  or
"Reoffer Prospectus") are being sold by certain employees and directors of Goran
Capital Inc. (the "Company")and other persons, which shares have been or will be
acquired by the selling  security  holders  pursuant to the Goran  Capital  Inc.
Share Option Plan.  Resales of Common Shares by such affiliates may also be made
under Rule 144 under the Securities Act of 1933, as amended (the "1933 Act").

     The  Common  Shares are listed  for  trading on the NASDAQ  Stock  Market's
National Market (the "NASDAQ  National  Market") under the symbol "GNCNF" and on
the Toronto Stock Exchange under the symbol "GNC." On January 16, 1998, the last
reported sale price on the NASDAQ National Market was US $29 61/64 per share.

     The Common Shares may be offered from time to time in  transactions  on the
NASDAQ National Market, in negotiated transactions or otherwise at market prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices or at negotiated prices.

     The  enforcement  by  investors  of civil  liabilities  under  the  federal
securities  laws may be  affected  adversely  by the fact  that the  Company  is
incorporated or organized under the laws of Canada, that certain of its officers
and directors may not be residents of the United States, that some or all of the
experts named in the Registration  Statement may be residents of Canada and that
a portion of the  Company's  assets and said persons may be located  outside the
United States.

     See "Risk  Factors"  on Page 9 hereof  for a  discussion  of  certain  risk
factors that should be considered by prospective purchasers of Common Shares.

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                        ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                The date of this Prospectus is January 21, 1998.
<PAGE>
                             ADDITIONAL INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 (the "1934 Act"), as applicable to foreign private issuers,
and in  accordance  therewith  files  reports  and  other  information  with the
Securities and Exchange  Commission  (the  "Commission").  The Company has filed
with the Commission a Registration Statement (the "Registration  Statement),  of
which this  Prospectus is a part, on Form S-8 under the 1933 Act with respect to
Common  Shares  offered  hereby.  This  Prospectus  does  not  contain  all  the
information set forth in the  Registration  Statement and the exhibits  relating
thereto.  For  further  information  with  respect to the Company and the Common
Shares  offered  by this  Prospectus,  reference  is  made to such  Registration
Statement and exhibits. Statements contained herein concerning the provisions of
documents are  necessarily  summaries of such  documents,  and each statement is
qualified in its entirety by  reference to the copy of the  applicable  document
filed  with  the  Commission.  Such  information,  and  the  reports  and  other
information filed with the Commission by the Company can be inspected and copied
at the Commission's public reference  facilities located at Room 1024, 450 Fifth
Street,  N.W.,  Judiciary  Plaza,  Washington,  D.C.  20549 and at the following
Regional Offices: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois  60661-2511;  and 7 World Trade Center,  Suite 1300, New York, New York
1048.  Copies of such  materials  may also be obtained  from the  Commission  at
prescribed  rates by mailing a request to the  Public  Reference  Section of the
Commission,  at Room 1024, 450 Fifth Street N.W.,  Judiciary Plaza,  Washington,
D.C.  20549.  The  Commission  also  maintains a Web site on the  Internet  that
contains  reports  and  other  information   regarding   registrants  that  file
electronically with the Commission,  including the Company.  The address of such
site is: http://www.sec.gov. In addition, the Company furnishes its shareholders
with annual reports containing consolidated financial statements certified by an
independent chartered accounting firm. The financial statements included in such
reports  will  be  prepared  in  accordance  with  Canadian  generally  accepted
accounting principles and will include a reconciliation of such information with
U.S. generally accepted accounting principles.

     The  Common  Shares are listed  for  trading on the NASDAQ  Stock  Market's
National Market under the symbol "GNCNF" and on the Toronto Stock Exchange under
the symbol "GNC" and reports and other information concerning the Company can be
inspected at such exchanges.


                                        3
<PAGE>
                     INCORPORATION OF DOCUMENTS BY REFERENCE

     With respect to any document  incorporated  by reference in this Prospectus
but not delivered herewith,  the Company undertakes to provide without charge to
each person, including a beneficial owner, to whom this Prospectus is delivered,
upon  written  or  oral  request  of such  person,  a copy of any and all of the
information  that has been  incorporated  by  reference  herein  (not  including
exhibits to such information unless such exhibits are specifically  incorporated
by reference  into such  information).  Such  requests may be addressed to Goran
Capital Inc., 181 University Avenue, Suite 1101-Box 11, Toronto, Ontario, Canada
M5H 3M7 or 4720 Kingsway Drive, Indianapolis,  Indiana 46205. See "Incorporation
of Certain Information by Reference."

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the  purposes  of this  Reoffer  Prospectus  to the extent  that a statement
contained herein, or in any other  subsequently  filed document which also is or
is deemed to be  incorporated  by reference  herein,  modifies or replaces  such
statement.  The modifying or  superseding  statement  need not state that it has
modified or superseded a prior  statement or include any other  information  set
forth in the document that it modifies or supersedes.  The making of a modifying
or superseding  statement  shall not be deemed an admission that the modified or
superseded  statement,  when made,  constituted a  misrepresentation,  an untrue
statement of a material  fact or an omission of a material  fact  required to be
stated  or  necessary  to  make a  statement  not  misleading  in  light  of the
circumstances  in which it was made.  Any  statement  so modified or  superseded
shall not be deemed,  in its unmodified or superseded form, to constitute a part
of this Reoffer Prospectus.

                       ENFORCEABILITY OF CIVIL LIABILITIES
                   UNDER UNITED STATES FEDERAL SECURITIES LAW

     The Company is a Canadian federally chartered  corporation.  Certain of the
directors and executive officers of the Company and certain experts named herein
are not residents of the United  States.  Certain assets of the Company and such
individuals and experts are located  outside of the United States.  As a result,
it may be  difficult or  impossible  for  shareholders  of the Company to effect
service of process  upon such persons  within the United  States with respect to
matters  arising under the United States federal  securities  laws or to enforce
against them in United States courts  judgments of such courts  predicated  upon
the civil  liability  provisions of the Untied States federal  securities  laws.
Shareholders  of the Company  should be aware that there is some doubt as to the
enforceability in Canada in original  actions,  or in actions for enforcement of
judgments of United States  courts,  of civil  liabilities  predicated  upon the
United States federal  securities laws. In addition,  awards of punitive damages
and actions  brought in the United States or elsewhere may be  unenforceable  in
Canada.



                                        4
<PAGE>
     No dealer, sales representative, or any other person has been authorized to
give any  information  or to make any  representations  in connection  with this
offering other than those contained in this Reoffer Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company,  the Selling  Shareholders or any  Underwriter.  This
Reoffer Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities  other than the  registered  securities to which it
relates or an offer to, or solicitation of, any person in any jurisdiction where
such an offer or  solicitation  would be unlawful.  Neither the delivery of this
Reoffer  Prospectus nor any sale made hereunder shall,  under any circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  since  the date  hereof  or that the  information  contained  herein is
correct as of any time subsequent to the date hereof.

                                TABLE OF CONTENTS

                                                                        Page

ADDITIONAL INFORMATION..................................................  3
INCORPORATION OF DOCUMENTS BY REFERENCE.................................  4
ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES
  FEDERAL SECURITIES LAW................................................  4
FORWARD LOOKING STATEMENTS - SAFE HARBOR PROVISIONS.....................  5
PROSPECTUS SUMMARY......................................................  6
RECENT DEVELOPMENTS...................................................... 9
RISK FACTORS............................................................. 9
USE OF PROCEEDS......................................................... 19
DETERMINATION OF OFFERING PRICE......................................... 19
SELLING SECURITY HOLDERS; PLAN OF DISTRIBUTION.......................... 19
LEGAL MATTERS........................................................... 22
EXPERTS  ............................................................... 22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE....................... 23


               FORWARD LOOKING STATEMENTS - SAFE HARBOR PROVISIONS

     The statements contained in this Prospectus which are not historical facts,
including but not limited to statements concerning (i) the impact of federal and
state laws and regulations, including but not limited to the 1994 Reform Act and
1996 Reform Act, on the Company's  business and results of operations,  (ii) the
competitive advantage afforded to IGF by approaches adopted by management in the
areas of information,  technology,  claims handling and underwriting,  and (iii)
the sufficiency of the Company's cash flow to meet the operating expenses,  debt
service  obligations and capital needs of the Company and its subsidiaries,  are
forward-looking  statements within the meanings of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities  Exchange Act of 1934,
as amended. From time to time the Company may also issue other statements either
orally or in  writing,  which are  forward  looking  within the meaning of these
statutory provisions. Forward looking statements are typically identified by the
words  "believe",  "expect",  "anticipate",  "intend",  "estimate",  "plan"  and
similar   expressions.   These   statements   involve  a  number  of  risks  and
uncertainties, certain of which are beyond the Company's control. Actual results
could differ  materially from the forward looking  statements in this Prospectus
or from other forward looking statements made by the Company. In addition to the
risks and uncertainties of ordinary business operations,  some of the facts that
could cause actual results to differ materially from the anticipated  results or
other expectations expressed in the Company's forward-looking statements are the
risks and uncertainties  (i) discussed  herein,  (ii) contained in the Company's
other filings with the Securities and Exchange  Commission and public statements
made by the Company from time to time, and (iii) set forth under "Risk Factors."

                                        5
<PAGE>
                               PROSPECTUS SUMMARY

     Unless the context  indicates  otherwise (i) the "Company"  refers to Goran
Capital Inc., a Canadian corporation and its subsidiaries,  (ii) "SIG" refers to
Symons   International  Group,  Inc.,  an  Indiana  corporation  and  67%  owned
subsidiary of the Company, and its subsidiaries,  (iii) the "Subsidiaries" refer
to the direct and indirect  subsidiaries of the Company, and (iv) the "Insurers"
refer to IGF  Insurance  Company,  an Indiana  property and  casualty  insurance
company and a wholly-owned  subsidiary of SIG ("IGF"),  and,  through SIG's 100%
ownership  interest in GGS Management  Holdings,  Inc. ("GGS  Holdings"),  Pafco
General Insurance  Company,  an Indiana property and casualty  insurance company
("Pafco"),  and  Superior  Insurance  Company,  a Florida  property and casualty
insurance company, together with its subsidiaries ("Superior").

                                   The Company

     Goran Capital Inc., a specialty property and casualty insurer,  underwrites
and  markets  nonstandard  private  passenger   automobile  insurance  and  crop
insurance.  The Company  believes that it has demonstrated an ability to acquire
under-performing  niche insurance  businesses and develop them toward their full
potential.  Through its  Subsidiaries,  the Company writes business in the U. S.
exclusively  through  independent  agencies and seeks to  distinguish  itself by
offering   high   quality,   technology-based   services   for  its  agents  and
policyholders.   For  the  year  ended   December  31,  1996,  the  Company  had
consolidated gross premiums written of approximately $307.6 million.

     The Company writes  nonstandard  automobile  insurance in the U.S.  through
approximately 6,000 independent  agencies in 18 states and writes crop insurance
in the U.S. through approximately 1,200 independent agencies in 39 states. Based
on a Company  analysis  of gross  premiums  written in 1996 as  reported by A.M.
Best, the Company  believes that the combination of Pafco and Superior makes the
Company's  nonstandard  automobile  group the  twelfth  largest  underwriter  of
nonstandard  automobile  insurance  in  the  United  States.  Based  on  premium
information  compiled in 1996 by the  National  Crop  Insurance  Services,  Inc.
("NCIS"),  the Company  believes  that IGF is the fifth largest  underwriter  of
Multi-Peril Crop Insurance ("MPCI") in the United States.

     Nonstandard  automobile insurance products are designed for drivers who are
unable to obtain  coverage  from  standard  market  carriers.  These drivers are
normally  charged  higher  premium rates than the rates charged for preferred or
standard  risk  drivers  and  generally  purchase  lower  liability  limits than
preferred or standard risk policyholders.  According to statistical  information
derived from insurer annual  statements  compiled by A.M. Best, the  nonstandard
automobile market accounted for $17.4 billion in annual premium volume for 1995.

     In April 1996, SIG acquired Superior from Fortis,  Inc. (the "Acquisition")
through  GGS  Holdings,  which  was  then  52%  owned  by SIG and 48%  owned  by
investment  partnerships  affiliated with Goldman, Sachs & Co. (the "GS Funds").
The 48% interest owned by the GS 

                                       6

<PAGE>
Funds was purchased by SIG in August,  1997, utilizing a portion of the proceeds
of  a  $135  million  offering  of  Trust  Preferred  Securities.   See  "Recent
Developments."  The  Acquisition  has  allowed  SIG to  expand  its  nonstandard
automobile business through wider geographic distribution and a broader range of
products.  Pafco  writes  business  primarily in the Midwest and  Colorado,  and
Superior writes business primarily in the Southeast  (particularly  Florida) and
in California. SIG regularly evaluates acquisition  opportunities.  There can be
no assurance that any suitable acquisition opportunities will arise.

     IGF is a  wholly-owned  subsidiary of SIG located in Des Moines,  Iowa. IGF
underwrites MPCI, crop hail insurance and other named peril crop insurance. MPCI
is a  federally-subsidized  program  administered  by the Federal Crop Insurance
Corporation  ("FCIC"),  which  is a  federally  chartered  corporation  operated
through the United States Department of Agriculture  ("USDA").  MPCI is designed
to provide  farmers who suffer an insured  crop loss due to the weather or other
natural perils with the funds needed to continue  operations and plant crops for
the next growing  season.  For purposes of the profit/loss  sharing  arrangement
with the federal government,  MPCI Premium is the amount of premiums credited to
IGF for all Buy-up  Coverage (i.e.  coverage in excess of CAT Coverage  (defined
below))  sold,  consisting  of amounts  paid by  farmers  plus the amount of any
related federal premium  subsidy.  For the purpose of such  profit/loss  sharing
arrangement,  MPCI Imputed Premium is the amount of premiums credited to IGF for
all CAT Coverage (i.e.  the minimum level of MPCI providing  coverage for 50% of
historic  yield at 60% of the per unit price set by the FCIC) it sells.  For the
year ended  December 31, 1996,  SIG wrote  approximately  $82.1  million in MPCI
Premiums and $28.0 million in crop/hail gross  premiums.  In addition to premium
revenues for the same period,  SIG received from FCIC: (i) CAT Coverage Fees* in
the amount of $1.2 million, (ii) Buy-up Expense Reimbursement  Payments** in the
amount of $25.0  million and (iii) CAT LAE  Reimbursement  Payments***  and MPCI
Excess LAE  Reimbursement  Payments**** in the aggregate amount of $5.8 million.
IGF uses proprietary  software to write and service  policies.  The Company uses
employee claims adjusters  rather than relying solely on part-time,  independent
contractor adjusters as do many of its competitors. Management believes that the
approaches  adopted  by IGF's  management  team in the  information  technology,
claims handling and underwriting  aspects of its business are innovations  which
provide IGF with a competitive advantage in the crop insurance industry.

--------

     *A fixed administration fee of $50 per policy paid by farmers upon purchase
of CAT Coverage.

     **An  expense  reimbursement  payment  made by the FCIC to an MPCI  insurer
equal to a percentage of gross premiums  written for each Buy-up Coverage policy
written.

     ***An LAE (as hereinafter defined)  reimbursement  payment made by the FCIC
to an MPCI insurer  equal to 13% of MPCI Imputed  Premiums for each CAT Coverage
policy.

     ****A small  excess LAE  reimbursement  payment made by the FCIC to an MPCI
insurer to the  extent  that loss  ratios on a per state  basis  exceed  certain
levels.

                                        7

<PAGE>
     The  Federal  Crop  Insurance  Reform Act of 1994 (the "1994  Reform  Act")
required  farmers  for the first time to purchase at least a basic level of MPCI
coverage ("CAT Coverage") in order to be eligible for other  federally-sponsored
farm  benefits,  including but not limited to low interest  loans and crop price
supports.  The 1994 Reform Act also  authorized for the first time the marketing
and selling of CAT Coverage by Local USDA offices which has been  eliminated for
the 1998 crop year. The Federal  Agriculture  Improvement and Reform Act of 1996
(the "1996 Reform Act"),  signed into law by President  Clinton in April,  1996,
limited the role of the USDA offices in the delivery of MPCI coverage  beginning
in July,  1996,  which  was the  commencement  of the 1997 crop  year,  and also
eliminated  the  linkage  between CAT  Coverage  and  qualification  for certain
federal farm program benefits. The limitation of the USDA's role in the delivery
system for MPCI provided SIG with the opportunity to realize increased  revenues
from the  distribution  and servicing of its MPCI  product.  As a result of this
limitation,   the  FCIC,   through  December,   1997,  has  transferred  to  IGF
approximately  17,000  insureds for CAT Coverage who  previously  purchased such
coverage from USDA field offices.  The Company has not  experienced any material
negative impact in 1997 from the delinkage  mandated by the 1996 Reform Act. The
Company  believes  that any future  potential  negative  impact of the delinkage
mandated by the 1996 Reform Act will be mitigated by, among other  factors,  the
likelihood  that  farmers  will  continue  to  purchase  MPCI to  provide  basic
protection  against  natural  disasters  since ad hoc  federal  disaster  relief
programs have been reduced or eliminated. In addition, the Company believes that
(i) lending  institutions  would likely  continue to require this  coverage as a
condition  to crop  lending  and (ii) many of the  farmers  who entered the MPCI
program  as a  result  of the  1994  Reform  Act  have  come to  appreciate  the
reasonable  price of the protection  afforded by CAT Coverage and will remain in
the program regardless of delinkage.  There can, however,  be no assurance as to
the  ultimate  effect  which the 1996  Reform  Act may have on the  business  or
operations of the Company.

     On June 9, 1997, the Secretary of Agriculture announced that the USDA would
no longer provide CAT Coverage  through USDA offices in any state  effective for
the 1998 crop year.  This was  implemented by a transferring  of CAT policies to
the various members of the crop insurance industry, including IGF. At this time,
the Company believes that it will retain  approximately 9,000 policies that were
formerly  written by USDA offices,  although  there can be no assurance that the
Company will retain this number of  policies.  Based on  historical,  per-policy
averages,  the  Company  has  preliminarily  estimated  that it will  receive an
additional  approximate  $6 to $7  million  in  premiums  from such  transferred
policies  for the 1997 and 1998 crop years,  however,  there can be no assurance
that this number will be realized.  This  estimate  assumes that IGF will retain
100% of such premiums. There can be no assurance as to the ultimate effect which
the 1996 Reform Act may have on the business operations of the Company.

     The  Company  also  engages  through  Subsidiaries  other  than SIG and its
Subsidiaries  in certain  reinsurance  and  surplus  lines  operations.  Granite
Reinsurance  Company Ltd. of Barbados ("Granite Re"), a wholly-owned  subsidiary
of the Company,  underwrites  finite risk  insurance and  stop-loss  reinsurance
including  reinsurance for crop insurance  coverage  written by IGF.  Granite Re
participates in various programs of reinsurance for Bermudian, Canadian and U.S.
reinsurance

                                        8

<PAGE>
companies.   Symons  International  Group,  Inc.  (Florida)  ("SIGF"),   also  a
wholly-owned   Subsidiary  of  the  Company,  is  a  specialized  surplus  lines
underwriting unit based in Florida which provides certain  commercial  insurance
products  through retail  agencies,  principally in the southeast United States.
SIGF writes these  specialty  products  through a number of  different  insurers
including Pafco,  United National Insurance Group,  Munich American  Reinsurance
Corp.  and  underwriters  of Lloyd's of London.  Effective  January 1, 1996, SIG
transferred  to the  Company all of the shares of capital  stock of SIGF.  Also,
Granite Insurance Company  ("Granite  Insurance"),  a Canadian federal insurance
company  and  wholly-owned  Subsidiary  of the  Company  which  stopped  writing
insurance in 1990, has a book of property and casualty  insurance business which
is in run-off.

     The Common Shares of the Company are traded on the Toronto  Stock  Exchange
under the  symbol  "GNC" and on the  NASDAQ  National  Market  under the  symbol
"GNCNF."

     The Company is a Canadian  corporation and its principal  executive offices
in Canada are located at 181  University  Avenue,  Suite  1101-Box 11,  Toronto,
Ontario,  Canada M5H 3M7  (telephone  number (416)  594-1155)  and its principal
executive offices in the U.S. are located at 4720 Kingsway Drive,  Indianapolis,
Indiana (telephone number (317) 259-6300).

                               RECENT DEVELOPMENTS

     In August,  1997, a $135  million  offering of trust  preferred  securities
("Preferred Securities") was completed by SIG Capital Trust I. SIG Capital Trust
I then invested $135 million in senior  subordinated  notes of SIG. The proceeds
were  used by SIG  (i) to  retire  bank  debt of  approximately  $44,900,000  in
principal  amount,  (ii) to purchase the shares of GGS Holdings not owned by the
Company and (iii) for general corporate  purposes.  The Company invested the net
proceeds in short-term, income-generating investment-grade securities.

     In connection  with the issuance of the Preferred  Securities,  SIG entered
into a Senior  Subordinated  Indenture (the "Indenture"),  pursuant to which SIG
became subject to certain  covenants and  restrictions.  The  description of the
Indenture  and  other  related  documents  is  contained  in SIG's  Registration
Statement on Form S-4,  which was filed with the  Commission  on  September  16,
1997. These covenants and restrictions might have a  material/adverse  effect on
the ability of SIG to conduct it business  and on the market price of the Common
Shares of the Company.

                                  RISK FACTORS

     There are certain risks  involved in an  investment  in the Common  Shares.
Accordingly,  prospective  purchasers  of  the  Common  Shares  should  consider
carefully the factors set forth below as well as the other information contained
in this Reoffer Prospectus.


                                       9

<PAGE>
Uncertain Pricing and Profitability

     One of the distinguishing features of the property and casualty industry is
that its  products  generally  are priced  before  its costs are known,  because
premium rates usually are  determined  before losses are reported.  Premium rate
levels are related in part to the  availability  of  insurance  coverage,  which
varies  according to the level of surplus in the industry.  Increases in surplus
have generally been  accompanied by increased price  competition  among property
and casualty insurers.  The nonstandard  automobile insurance business in recent
years has experienced  very competitive  pricing  conditions and there can be no
assurance as to the Company's  ability to achieve adequate  pricing.  Changes in
case law,  the  passage  of new  statutes  or the  adoption  of new  regulations
relating to the  interpretation  of insurance  contracts can  retroactively  and
dramatically  affect  the  liabilities  associated  with  known  risks  after an
insurance  contract is in place.  New products  also present  special  issues in
establishing  appropriate  premium levels in the absence of a base of experience
with such products' performance.

     The number of competitors and the similarity of products  offered,  as well
as regulatory  constraints,  limit the ability of property and casualty insurers
to increase prices in response to declines in profitability or market demand. In
states which require prior  approval of rates,  it may be more difficult for the
Company to achieve  premium  rates  which are  commensurate  with the  Company's
underwriting  experience  with  respect  to risks  located in those  states.  In
addition,  the Company does not control  rates on its MPCI  business,  which are
instead set by the FCIC. Accordingly, there can be no assurance that these rates
will be sufficient to produce an underwriting profit.

     The  reported  profits  and losses of a  property  and  casualty  insurance
company are also determined,  in part, by the  establishment of, and adjustments
to, reserves reflecting  estimates made by management as to the amount of losses
and loss  adjustment  expenses  ("LAE") that will  ultimately be incurred in the
settlement of claims.  The ultimate  liability of the insurer for all losses and
LAE  reserved  at any given  time  will  likely be  greater  or less than  these
estimates and material  differences in the estimates may have a material adverse
effect on the  insurer's  financial  position or results of operations in future
periods.

Nature of Nonstandard Automobile Insurance Business

     The nonstandard  automobile  insurance business is affected by many factors
which can cause fluctuations in the results of operations of this business. Many
of these factors are not subject to the control of the Company.  The size of the
nonstandard  market can be significantly  affected by, among other factors,  the
underwriting capacity and underwriting criteria of standard automobile insurance
carriers.  In addition,  an economic downturn in the states in which the Company
writes  business  could  result  in fewer  new car  sales  and less  demand  for
automobile insurance.  Severe weather conditions could also adversely affect the
Company's  business through higher losses and LAE. These factors,  together with
competitive  pricing and other  considerations,  could result in fluctuations in
the Company's underwriting results and net income.

                                       10

<PAGE>
Nature of Crop Insurance Business

     The Company's  operating  results from its crop insurance  program can vary
substantially  from period to period as a result of various  factors,  including
timing and severity of losses from storms,  droughts,  floods, freezes and other
natural  perils and crop  production  cycles.  Therefore,  the  results  for any
quarter or year are not necessarily indicative of results for any future period.
The  underwriting   results  of  the  crop  insurance  business  are  recognized
throughout  the year  with a  reconciliation  for the  current  crop year in the
fourth quarter.

     The Company expects that for the foreseeable  future a majority of its crop
insurance  business  will  continue to be derived from MPCI  business.  The MPCI
program is federally  regulated and supported by the federal government by means
of premium subsidies to farmers,  expense  reimbursement and federal reinsurance
pools for private insurers. As such,  legislative or other changes affecting the
MPCI program could impact the Company's business prospects. The MPCI program has
historically   been  subject  to   modification  at  least  annually  since  its
establishment in 1980, and some of these modifications have been significant. No
assurance  can be given that future  changes will not  significantly  affect the
MPCI program and the Company's crop insurance business.

     The 1994 Reform Act also reduced the expense  reimbursement rate payable to
the Company for its costs of servicing  MPCI  policies that exceed the basic CAT
Coverage level (such  policies,  "Buy-up  Coverage") for the 1997, 1998 and 1999
crop years to 29%, 28% and 27.5%, respectively,  of the MPCI Premium serviced, a
decrease from the 31% level  established for the 1994, 1995 and 1996 crop years.
Historically,  the FCIC has paid the maximum MPCI Buy-up  Expense  Reimbursement
Payment  rate  allowable by law,  although no  assurance  can be given that this
practice will  continue.  Although the 1994 Reform Act directs the FCIC to alter
program  procedures and  administrative  requirements so that the administrative
and operating costs of private  insurance  companies  participating  in the MPCI
program will be reduced in an amount that  corresponds  to the  reduction in the
expense  reimbursement rate, there can be no assurance that the Company's actual
costs will not exceed the expense  reimbursement  rate.  The FCIC has  appointed
several  committees  comprised  of members  of the  insurance  industry  to make
recommendations concerning this matter.

     The crop insurance industry has recently completed  negotiation of the 1998
Standard  Reinsurance  Agreement  ("1998 SRA") with the FCIC,  with the 1998 SRA
providing  for a 27% MPCI Expenses  Reimbursement  Payment rate and no change to
the CAT Coverage program for prior years.

     The 1994 Reform Act also  directs the FCIC to establish  adequate  premiums
for all MPCI  coverages  at such rates as the FCIC  determines  are  actuarially
sufficient  to attain a targeted loss ratio.  Since 1980,  the average MPCI loss
ratio has exceeded  this target ratio.  There can be no assurance  that the FCIC
will not increase rates to farmers in order to achieve the targeted loss ratio

                                       11

<PAGE>
in a manner that could  adversely  affect  participation  by farmers in the MPCI
program above the CAT Coverage level.

     The 1996  Reform Act limited  the role of USDA  offices in the  delivery of
MPCI coverage and eliminated the linkage between CAT Coverage and qualifications
for certain  federal  farm program  benefits.  Currently,  MPCI  coverage is not
required for federal farm program  benefits if producers  sign a written  waiver
that waives eligibility for emergency crop loss assistance.  The 1996 Reform Act
also  provided  that the  Secretary  of  Agriculture  may  continue to offer CAT
Coverage  through USDA offices if the Secretary of Agriculture  determines  that
the number of approved insurance  providers operating in a state is insufficient
to  adequately  provide  catastrophic  risk  protection  coverage to  producers.
Effective  June 9, 1997,  the Secretary of  Agriculture  announced that the USDA
would no longer provide CAT Coverage through USDA offices in any state. This was
implemented by transferring the collection of premium and  administration of CAT
policies to the various members of the crop insurance  industry,  including IGF.
At this time,  the  Company  believes  that it will retain  approximately  9,000
policies that were formerly  written by USDA offices,  although  there can be no
assurance  that the  Company  will  retain  this  number of  policies.  Based on
historical, per-policy averages, the Company has preliminarily estimated that it
will receive  approximately an additional $6 to $7 million in premiums from such
transferred policies for the 1997 and 1998 crop years, however,  there can be no
assurance that this number will be realized. This estimate assumes that IGF will
retain 100% of such premiums.

     Total MPCI  Premium for each farmer  depends  upon the kind of crops grown,
acreage  planted and other factors  determined by the FCIC.  Each year, the FCIC
sets, by crop,  the maximum per unit  commodity  price ("Price  Election") to be
used in computing MPCI Premiums. Any reduction of the Price Election by the FCIC
will reduce the MPCI Premium charged per policy,  and accordingly will adversely
impact MPCI Premium volume.

     The Company's crop insurance business is also affected by market conditions
in the  agricultural  industry  which vary  depending on such factors as federal
legislation and  administration  policies,  foreign country policies relating to
agricultural products and producers,  demand for agricultural products, weather,
natural   disasters,   technological   advances   in   agricultural   practices,
international  agricultural  markets and general economic conditions both in the
United  States and  abroad.  For  example,  the number of MPCI  Buy-up  Coverage
policies  written has  historically  tended to increase  after a year in which a
major  natural  disaster  adversely  affecting  crops  occurs,  and to  decrease
following a year in which favorable weather conditions prevail.

Highly Competitive Businesses

     Both the nonstandard automobile insurance and crop insurance businesses are
highly  competitive.  Many of the Company's  competitors in both the nonstandard
automobile  insurance and crop insurance  business  segments have  substantially
greater  financial  and other  resources  than the Company,  and there can be no
assurance  that the Company  will be able to compete  effectively  against  such
competitors in the future.

                                       12

<PAGE>
     In its  nonstandard  automobile  business,  the Company  competes with both
large national writers and smaller regional companies. The Company's competitors
include other companies which,  like the Company,  serve the independent  agency
market, as well as companies which sell insurance directly to customers.  Direct
writers may have certain competitive  advantages over agency writers,  including
increased name  recognition,  loyalty of the customer base to the insurer rather
than an independent  agency and,  potentially,  reduced  acquisition  costs.  In
addition,  certain  competitors  of the Company have from time to time decreased
their  prices in an apparent  attempt to gain  market  share.  Also,  in certain
states,  state assigned risk plans may provide nonstandard  automobile insurance
products at a lower price than private insurers.

     In the crop insurance  business,  the Company  competes  against other crop
insurance  companies  and,  with  respect to CAT  Coverage,  USDA field  service
offices in certain areas.  In addition,  the crop insurance  industry has become
increasingly  consolidated.  From the 1985 crop year to the 1995 crop year,  the
number of insurance companies that have entered into agreements with the FCIC to
sell and service MPCI policies has declined from 50 to 17. The Company  believes
that to compete  successfully  in the crop  insurance  business  it will have to
market and service a volume of premiums sufficiently large to enable the Company
to continue to realize  operating  efficiencies  in conducting its business.  No
assurance can be given that the company will be able to compete  successfully if
this market consolidates further.

Importance of Ratings

     A.M. Best has currently assigned Superior a B+ (Very Good) rating and Pafco
a B-  (Adequate)  rating.  A "B+" and a "B-"  rating are A.M.  Best's  sixth and
eighth  highest  rating  classifications,  out of 15  ratings.  A "B+" rating is
awarded to insurers which, in A.M. Best's opinion,  "have demonstrated very good
overall performance when compared to the standards  established by the A.M. Best
Company" and "have a good  ability to meet their  obligations  to  policyholders
over a long period of time." A "B-" rating is awarded to insurers which, in A.M.
Best's opinion, "have demonstrated adequate overall performance when compared to
the  standards  established  by the A.M. Best  Company" and  "generally  have an
adequate ability to meet their obligations to policyholders, but their financial
strength  is  vulnerable  to  unfavorable  changes in  underwriting  or economic
conditions".  IGF recently  received an "NA-2"  rating (a "rating not  assigned"
category for companies that do not meet A.M.  Best's minimum size  requirements)
from A.M. Best.  IGF intends to seek a revised  rating  although there can be no
assurance  that a revised rating will be obtained or as to the level of any such
rating.  A.M. Best bases its ratings on factors that concern  policyholders  and
agents and not upon factors  concerning  investor  protection.  Such ratings are
subject to change and are not  recommendations  to buy, sell or hold securities.
One  factor is an  insurer's  ability to compete  effectively  is its A.M.  Best
rating.  The A.M. Best ratings for the Company's  rated  Insurers are lower than
for many of the  Company's  competitors.  There  can be no  assurance  that such
ratings or future  changes  therein  will not affect the  Company's  competitive
position.


                                       13

<PAGE>
Geographic Concentration

     The Company's nonstandard  automobile insurance business is concentrated in
the states of  Florida,  California,  Texas,  Indiana,  Missouri  and  Virginia;
consequently  the  Company  will be  significantly  affected  by  changes in the
regulatory  and business  climate in those states.  The Company's crop insurance
business is concentrated in the states of Iowa, Texas, Illinois, Kansas, Montana
and Minnesota. The Company will be significantly affected by weather conditions,
natural perils and other factors affecting the crop insurance  business in those
states.

Future Growth and Continued Operations Dependent on Access to Capital

     Property  and  casualty  insurance  is a capital  intensive  business.  The
Company  must  maintain  minimum  levels of surplus in the  Insurers in order to
continue to write  business,  meet the other related  standards  established  by
insurance regulatory  authorities and insurance rating bureaus and satisfy ratio
covenants in loan agreements.

     Historically,  the Company has achieved  premium growth as a result of both
acquisitions and internal growth.  It intends to continue to pursue  acquisition
and new internal growth opportunities.  Among the factors which may restrict the
Company's future growth is the availability of capital. Such capital will likely
have to be obtained through debt or equity financing or retained earnings. There
can be no assurance that the Insurers will have access to sufficient  capital to
support  future  growth and also  satisfy  the  capital  requirements  of rating
agencies,  creditors  and  regulators.  In  addition,  the Company  will require
additional capital to finance future acquisitions.

Uncertainty Associated with Estimating Reserves for Unpaid Losses and LAE

     The  reserves  for unpaid  losses and LAE  established  by the  Company are
estimates of amounts  needed to pay reported and  unreported  claims and related
LAE based on facts and  circumstances  then known.  These  reserves are based on
estimates of trends in claims severity, judicial theories of liability and other
factors.

     Although  the  nature of the  Company's  insurance  business  is  primarily
short-tail,  the establishment of adequate  reserves is an inherently  uncertain
process,  and there can be no  assurance  that the ultimate  liability  will not
materially exceed the Company's  reserves for losses and LAE and have a material
adverse effect on the Company's  results of operations and financial  condition.
Due to the  inherent  uncertainty  of  estimating  these  amounts,  it has  been
necessary,  and may over time continue to be necessary,  to revise  estimates of
the Company's reserves for losses and LAE. The historic  development of reserves
for losses and LAE may not necessarily  reflect future trends in the development
of  these  amounts.  Accordingly,  it may  not  be  appropriate  to  extrapolate
redundancies or deficiencies based on historical information.


                                       14

<PAGE>
Reliance Upon Reinsurance

     In order to reduce  risk and to increase  its  underwriting  capacity,  the
Company  purchases  reinsurance.  Reinsurance  does not  relieve  the Company of
liability  to its  insureds  for the risks  ceded to  reinsurers.  As such,  the
Company is subject to credit risk with respect to amounts not  recoverable  from
reinsurers.  Although  the  Company  places  its  reinsurance  with  reinsurers,
including  the FCIC,  which the Company  generally  believes  to be  financially
stable, a significant reinsurer's insolvency or inability to make payments under
the terms of a reinsurance  treaty could have a material  adverse  effect on the
Company's financial condition or results of operations.

     The amount and cost of reinsurance  available to companies  specializing in
property and casualty insurance are subject, in large part, to prevailing market
conditions  beyond  the  control of such  companies.  The  Company's  ability to
provide  insurance  at  competitive  premium  rates  and  coverage  limits  on a
continuing  basis  depends upon its ability to obtain  adequate  reinsurance  in
amounts and at rates that will not adversely affect its competitive position.

     Due to continuing market uncertainties  regarding  reinsurance capacity, no
assurances  can be given as to the  Company's  ability to  maintain  its current
reinsurance  facilities,  which generally are subject to annual renewal.  If the
Company is unable to renew such  facilities upon their  expiration,  the Company
may need to reduce the levels of its underwriting commitments.

Risks Associated with Investments

     The Company's  results of operations  depend in part on the  performance of
its  invested  assets.  Certain  risks are  inherent  in  connection  with fixed
maturity securities including loss upon default and price volatility in reaction
to changes in  interest  rates and general  market  factors.  Equity  securities
involve risks arising from the financial  performance of, or other  developments
affecting  particular  issuers as well as price volatility  arising from general
stock market conditions.

Comprehensive State Regulation

     Insurers are subject to comprehensive  regulation by government agencies in
the states in which they operate.  The nature and extent of that regulation vary
from  jurisdiction to jurisdiction,  but typically involve prior approval of the
acquisition of control of an insurance company or of any company  controlling an
insurance  company,  regulation  of  certain  transactions  entered  into  by an
insurance company with any of its affiliates, limitations on dividends, approval
or filing  of  premium  rates and  policy  forms  for many  lines of  insurance,
solvency  standards,  minimum  amounts  of  capital  and  surplus  which must be
maintained, limitations on types and amounts of investments, restrictions on the
size of risks which may be insured by a single company,  limitation of the right
to  cancel or  non-renew  policies  in some  lines,  regulation  of the right to
withdraw  from  markets or agencies,  requirements  to  participate  in residual
markets,  licensing  of insurers  and agents,  deposits  of  securities  for the
benefit of policyholders, reporting with respect to the financial condition, and
other matters. In addition, state insurance department examiners perform

                                       15

<PAGE>
periodic financial and market conduct examinations of insurance companies.  Such
regulation is generally intended for the protection of policyholders rather than
security  holders.  No  assurance  can  be  given  that  future  legislative  or
regulatory changes will not adversely affect the Company.

Holding Company Structure; Dividend and Other Restrictions; Management Fees

     Holding Company  Structure;  Dividend and Other  Restrictions.  Each of the
Company and SIG is a holding  company whose principal asset is the capital stock
of its  Subsidiaries.  Since SIG currently intends to retain earnings to finance
the growth and  development of its business and does not anticipate  paying cash
dividends on its Common Stock in the near future,  the Company will have to rely
on dividends and other  payments from Granite Re, SIGF and Granite  Insurance to
meet its obligations to creditors and to pay corporate expenses. There can be no
assurance that such dividends and other payments will be sufficient to allow the
Company to meet such obligations and pay such expenses.  SIG relies primarily on
dividends and other payments from its Subsidiaries  (including management fees),
including  the  Insurers,  to  meet  its  obligations  to  creditors  and to pay
corporate  expenses.  The  Insurers  are  domiciled in the states of Indiana and
Florida  and each of these  states  limits the  payment of  dividends  and other
distributions by insurance companies.

     Under these laws, the maximum aggregate  amounts of dividends  permitted to
be  paid  in  1997  by IGF  and  Pafco  without  prior  regulatory  approval  is
$12,122,000  and  $561,000,  respectively,  none of which has been paid.  In the
consent order  approving the  Acquisition  (the  "Consent  Order"),  the Florida
Department of Insurance  ("Florida  Department")  has  prohibited  Superior from
paying any dividends (whether extraordinary or not) for four years from the date
of  Acquisition  without the prior written  approval of the Florida  Department.
Further, state insurance laws and regulations require that the statutory surplus
of an insurance  company  following any dividend or distribution by such company
be reasonable in relation to its  outstanding  liabilities  and adequate for its
financial needs.

     Management Fees. The management  agreement  originally entered into between
SIG and Pafco was assigned as of April 30, 1996 by SIG to GGS Management,  Inc.,
a  wholly-owned  subsidiary of GGS Holdings ("GGS  Management").  This agreement
provides for an annual management fee equal to 15% of gross premiums written.  A
similar  management  agreement  with a management  fee of 17% of gross  premiums
written has been entered into between GGS Management and Superior.  Employees of
SIG relating to the nonstandard  automobile  insurance business and all Superior
employees  became  employees of GGS Management  effective April 30, 1996. In the
Consent Order approving the  Acquisition,  the Florida  Department has reserved,
for a period of three years, the right to reevaluate the  reasonableness of fees
provided for in the Superior  management  agreement at the end of each  calendar
year and to require Superior to make adjustments in the management fees based on
the  Florida  Department's   consideration  of  the  performance  and  operating
percentage of Superior and other pertinent data.  There can be no assurance that
either the Indiana  Department or the Florida  Department will not in the future
require a reduction in these management fees.

                                       16

<PAGE>
Control by Existing Shareholders

     G.  Gordon  Symons,  Chairman  of the Board of the  Company and SIG and the
father of Alan G. Symons,  President and Chief Executive  Officer of the Company
and Chief  Executive  Officer of SIG and Douglas H. Symons,  Vice  President and
Chief Operating Officer of the Company and President and Chief Operating Officer
of SIG, beneficially own in the aggregate approximately 53.5% of the outstanding
Common  Shares   (inclusive  of  Common  Shares   subject  to  stock   options).
Accordingly,  since G. Gordon  Symons and members of his family have the ability
to elect  the Board of  Directors  of the  Company,  they  have the  ability  to
effectively  control all of the Company's policy  decisions.  Third parties will
not be able to obtain control of the Company through  purchases of Common Shares
not owned by G. Gordon Symons and his family.

Potential Limitations on Ability to Raise Additional Capital

     The Company's failure to maintain ownership of at least 50% of SIG's voting
securities will expose the Company to a risk that it will be characterized as an
investment  company within the meaning of the Investment Company Act of 1940, as
amended (the "1940 Act"),  unless the Company's  remaining voting  securities of
SIG, together with any other investment securities,  represent not more than 40%
of the total assets of the Company on an  unconsolidated  basis.  In such event,
the  Company  would be  required  to  comply  with the  registration  and  other
requirements  of the 1940 Act, which would be  significantly  burdensome for the
Company.  This  constraint  makes it unlikely  that the Company  would approve a
stock  issuance  by SIG that  reduces  the  Company's  ownership  below  50% and
therefore  would  likely  limit the amount of  additional  capital  which can be
raised  by  SIG  through  the  issuance  of  voting   securities.   Among  other
consequences,  such a limit  could  affect  SIG's  ability  to raise  funds  for
acquisition opportunities which may become available to SIG or to GGS Holdings.

Conflicts of Interest

     Conflicts of interest  between the Company and SIG could arise with respect
to  business  dealings  between  them,   including  potential   acquisitions  of
businesses or properties, the issuance of additional securities, the election of
new or additional  directors and the payment of dividends by the Company. Of the
seven directors of the Company, five are current directors of SIG (three of whom
are members of the Symons  family).  The Company has not  instituted  any formal
plan or  arrangement to address  potential  conflicts of interest that may arise
between the Company and SIG.

     Conflicts  of  interest  similar to those  which  could  arise  between the
Company  and SIG could  also  arise  between  each of the  Company,  SIG and GGS
Holdings.  Alan G. Symons,  President and Chief Executive Officer of the Company
and Chief  Executive  Officer of SIG, and Douglas H. Symons,  Vice President and
Chief Operating Officer of the Company and President and Chief Operating Officer
of SIG, also serve as the Chief Executive  Officer and President,  and Executive
Vice President,  respectively,  of GGS Holdings.  Such  individuals have entered
into

                                       17

<PAGE>
employment  agreements with GGS Holdings requiring them to devote  substantially
all of their  working  time and  attention  to the  business  and affairs of GGS
Holdings. Further, Alan G. Symons and certain other members of management of the
Company  have  received  options  to  purchase  shares  of  common  stock of GGS
Holdings.  In addition,  in the event that SIG does not continue to own at least
50% of  the  outstanding  voting  securities  of GGS  Holdings  and  the  voting
securities  of GGS Holdings  owned by SIG,  together  with any other  investment
securities,  represent over 40% of the total assets of SIG on an  unconsolidated
basis,  SIG will be  exposed  to a risk  that it would  be  characterized  as an
investment  company within the meaning of the 1940 Act. This  consideration will
limit the amount of additional  capital which can be raised through the issuance
by GGS Holdings of its voting securities.

Dependence on Key Personnel in Connection with Future Success

     The future success of the Company depends significantly upon the efforts of
certain key management  personnel  including G. Gordon  Symons,  Chairman of the
Board of the Company,  Alan G. Symons,  President and Chief Executive Officer of
the Company,  Douglas H. Symons,  Vice President and Chief Operating  Officer of
the  Company  and  President  and Chief  Executive  Officer of Pafco,  Dennis G.
Daggett,  President and Chief  Operating  Officer of IGF, and Roger C. Sullivan,
Jr., Executive Vice President of Superior. A loss of any of these officers could
adversely affect the Company's business.

Possible Liabilities Relating to Transactions

     Prior to the offering,  the Company entered into a number of  transactions,
including the Acquisition and certain other related transactions  (collectively,
the   "Transactions").   The   application  of  the  tax  laws  to  the  factual
circumstances relating to certain aspects of the Transactions is uncertain.  The
Company cannot predict with certainty whether or when any such liabilities might
arise.  Accordingly,  the Company's  results of operations in one or more future
periods could be materially  adversely  affected by liabilities  relating to the
Transactions.  The  Company  has  agreed to  indemnify  SIG  against  any of the
foregoing liabilities.

Trading of SIG Common Stock

     The market  price of the Common  Shares may be  significantly  affected  by
trading in the shares of Common Stock of SIG on the NASDAQ National Market since
SIG  currently  constitutes  a substantial  majority of the  consolidated  total
assets of the Company and contributes a substantial majority of the consolidated
net income of the Company. In addition,  factors such as quarterly variations in
the Company's financial results, announcements by the Company, SIG or others and
developments  affecting  the Company or SIG could cause the market  price of the
Common Shares to fluctuate significantly.

                                       18

<PAGE>
Shares Eligible For Future Sale

     Sales of  substantial  amounts of Common  Shares in the public market could
adversely  affect  prevailing  market  prices for the common Shares and may also
affect the Company's  future ability to raise  additional  capital in the equity
markets at a time and a price favorable to the Company.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the offer and sale of Common
Shares by selling security holders pursuant to this Prospectus.

                         DETERMINATION OF OFFERING PRICE

     Common Shares offered  pursuant to this  Prospectus will be sold by certain
affiliates of the Company as determined by them in their discretion.

                 SELLING SECURITY HOLDERS; PLAN OF DISTRIBUTION

     The Common Shares  offered  pursuant to this  Prospectus  are being sold by
certain employees and directors of the Company, its subsidiaries and affiliates,
or other persons who have acquired, or will acquire, such shares under the Goran
Capital  Inc.  Share  Option  Plan.  The names of  employees or directors of the
Company and other persons who may be selling  shareholders from time to time are
listed  below.  The  shares  may be  sold  from  time  to  time  by the  selling
shareholders,  or by  pledgees,  donees,  transferees  or  other  successors  in
interest.  Such  sales  may  be  made  on  one  or  more  exchanges  or  in  the
over-the-counter  market, or otherwise at prices and at terms then prevailing or
at  prices  related  to  the  then  current  market  price,   or  in  negotiated
transactions.  The  shares  may be sold by one or more of the  following:  (a) a
block  trade in which the broker or dealer so engaged  will  attempt to sell the
shares as agent but may  position and resell a portion of the block as principal
to facilitate the transaction;  (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus;
(c) an exchange distribution in accordance with the rules of such exchange;  and
(d)  ordinary  brokerage  transactions  and  transactions  in which  the  broker
solicits  purchasers.  In  effecting  sales,  brokers or dealers  engaged by the
selling  shareholders  may arrange for other brokers or dealers to  participate.
Brokers  or  dealers  may  receive  compensation  in the  form  of  commissions,
discounts or concessions from selling  shareholders and/or the purchasers of the
Common Shares.  Such brokers or dealers and any other  participating  brokers or
dealers may be deemed to be "underwriters" within the meaning of the 1933 Act in
connection  with  such  sales.  In  addition,  any  securities  covered  by this
Prospectus  which  qualify for sale  pursuant to Rule 144 may be sold under Rule
144 other than pursuant to this Prospectus.

     Upon the Company being notified by a selling  shareholder that any material
arrangement  has been entered into with a  broker-dealer  for the sale of shares
through a block trade,  special  offering,  exchange  distribution  or secondary
distribution or a purchaser by a broker or dealer, a

                                       19

<PAGE>
supplemented  prospectus  will be filed,  if  required,  pursuant to Rule 424(c)
under the 1933 Act, disclosing (i) the name of each such selling shareholder and
of the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or  incorporated  by  reference  in this  Prospectus  and (vi)  other  facts
material to the transaction.

     Under  applicable  rules and  regulations  under the 1934 Act,  any  person
engaged  in the  distribution  of the  Common  Shares  offered  hereby  may  not
simultaneously  engage in market  making  activities  with respect to the Common
Shares.  In  addition,   and  without  limiting  the  foregoing,   each  selling
shareholder  will be subject to  applicable  provisions  of the 1934 Act and the
rules and regulations  thereunder,  including,  without limitation,  Rule 10b-5,
which  provisions  may limit the  timing of  purchases  and sales of the  Common
Shares by the selling shareholder.

     The  Company  is  permitted  to  suspend  the  use of  this  Prospectus  in
connection  with sales of the Common Shares by holders during certain periods of
time under certain circumstances  relating to pending corporate developments and
public filings with the Commission and similar events. Expenses of preparing the
filing the  registration  statements and all  post-effective  amendments will be
borne by the Company. The following table sets forth information with respect to
certain of the selling shareholders.

<TABLE>
<CAPTION>
Name of Selling                                                                                             Percentage of
Shareholder and                                        Number of               Common Stock to               Common Stock
Position With the                Shares              Shares Subject             be Owned After             Owned After the
Company                         Owned (1)              to Option              Exercise of Option          Exercise of Option
-----------------------      ---------------      --------------------      ----------------------      ----------------------
<S>                          <C>                  <C>                       <C>                         <C>
G. Gordon
Symons, Chairman                  2,506,609                   564,645                   2,506,609              39.3%
                                        (1a)
Alan G. Symons,
President, CEO,
Director                          598,227(2)                  208,297                     598,227               9.5%

Douglas H.
Symons, President,
COO and Director                  301,988(3)                  177,338                     301,988               4.7%

David L. Bates,
Vice President,
General Counsel
and Secretary                       7,916(4)                    6,919                       7,916          Less than 1%

Gary P.
Hutchcraft, Vice
President, CFO
and Treasurer                       3,450(5)                    3,000                       3,450          Less than 1%
</TABLE>


                                       20
<PAGE>

<TABLE>
<CAPTION>
Name of Selling                                                                                            Percentage of
Shareholder and                                       Number of               Common Stock to               Common Stock
Position With the               Shares              Shares Subject             be Owned After             Owned After the
Company                        Owned (1)              to Option              Exercise of Option          Exercise of Option
-----------------------      ---------------      --------------------      ----------------------      ----------------------
<S>                          <C>                  <C>                       <C>                         <C>
Bruce K. Dwyer,
Controller                        30,366(5a)                   26,166                      30,366          Less than 1%

Terry E. Diers,
Vice President,
Marketing, Pafco
General Insurance
Company                                1,500                    1,500                       1,500          Less than 1%

Nathan V. Wilson,
Assistant
Treasurer, Pafco
General Insurance
Company                                1,000                    1,000                       1,000          Less than 1%

Elizabeth Symons,
Employee, 
SIG-Florida                        27,467(6)                   17,400                      27,467          Less than 1%

Dennis G.
Daggett, President,
COO of IGF
Insurance
Company                            25,000(7)                   25,000                      25,000          Less than 1%

Thomas F.
Gowdy, Executive
Vice President,
IGF Insurance
Company                            23,000(7)                   23,000                      23,000          Less than 1%

Ronald Chapman,
General Manager,
SIG-Florida                            2,000                    2,000                       2,000          Less than 1%

John L. Mason,
Treasurer, IGF
Insurance
Company                             1,000(8)                    1,000                       1,000          Less than 1%

David B. Shapira,
Director                         103,000(8a)                    3,000                     103,000          1.6%

J. Ross Schofield,
Director                            6,800(5)                    3,000                       6,800          Less than 1%
</TABLE>


                                       21
<PAGE>

<TABLE>
<CAPTION>
Name of Selling                                                                                             Percentage of
Shareholder and                                        Number of               Common Stock to               Common Stock
Position With the                Shares              Shares Subject             be Owned After             Owned After the
Company                         Owned (1)              to Option              Exercise of Option          Exercise of Option
-----------------------      ---------------      --------------------      ----------------------      ----------------------
<S>                          <C>                  <C>                       <C>                         <C>
James G.
Torrance, Director                 4,000(9)                    2,000                       4,000           Less than 1%

John K.
McKeating,
Director                           2,000(9)                    2,000                       2,000           Less than 1%

Roger C. Sullivan,
Executive Vice
President, Superior
Insurance Company                  2,000(9)                    2,000                       2,000           Less than 1%
</TABLE>

(1)  Includes  common  shares  subject  to  options,  some of which for  certain
     individuals have not yet vested and therefore are not exercisable within 60
     days of the date hereof,  although such shares are not "beneficially" owned
     within the meaning of Section 13(d) of the Exchange Act.
(1a) Includes  315,145  shares subject to currently  exercisable  stock options.
     Also includes 1,646,413 shares held by Symons  International Group, Ltd. of
     which Mr. Symons is the controlling  shareholder and 544,511 shares held by
     Vantage  Investment  Trust U/A,  March 15, 1993 of which Mr.  Symons is the
     income and principal beneficiary.
(2)  Includes 124,969 shares issuable upon exercise of options.
(3)  Includes 63,983 shares issuable upon exercise of options.
(4)  Includes 5,864 shares issuable upon exercise of options and 997 shares held
     in Mr. Bates' 401(k) account.
(5)  Includes 3,000 shares issuable upon exercise of options.
(5a) Includes 3,200 shares held in Mr.  Dwyer's  Registered  Retirement  Savings
     Plan.
(6)  Includes  8,367  shares  issuable  upon  exercise of options.  
(7)  Includes  22,000 shares  issuable  upon  exercise of options.  
(8)  Includes 1,000 shares issuable upon exercise of options.
(8a) Includes  3,000 shares  issuable  upon  exercise of options.  Also includes
     100,000 shares held by 400589  Ontario  Limited of which Mr. Shapira is the
     controlling shareholder.
(9)  Includes 2,000 shares issuable upon exercise of options.

     An aggregate of up to 1,069,265  shares of Common Shares may be offered and
sold pursuant to this Prospectus by the selling shareholders.

                                  LEGAL MATTERS

     The valid  issuance of the Common Shares  offered  hereby and certain other
legal  matters  will be passed  upon for the  Company by Smith  Lyons,  Toronto,
Canada.

                                     EXPERTS

     The consolidated balance sheets of the Company, as of December 31, 1996 and
1995 and the related consolidated statements of operations,  earnings (deficits)
and  changes  in cash  resources  and cash  flows  for each of the  years in the

                                       22
<PAGE>
three-year  period  ended  December  31,  1996,  have been  examined by Schwartz
Levitsky Feldman,  independent chartered accountants.  Such financial statements
have been incorporated by reference herein and in the Registration  Statement in
reliance upon the reports with respect thereto of Schwartz  Levitsky Feldman and
upon the authority of said firm as experts in accounting and auditing.

  

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents are hereby incorporated by reference into this
Prospectus:

         (1)      The annual  report on Form 10-K of the  Company for the fiscal
                  year ended December 31, 1996, as amended by Forms 10-K/A filed
                  with the Commission on April 29, 1997 and May 19, 1997;

         (2)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Company since December 31, 1996; and

         (3)      The description of the capital stock of the Company  contained
                  in the Company'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  Company  with  the  Commission
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act 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 Prospectus and to be a part
thereof from the date they are filed.



                                       23

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

     Document(s)  containing  information  specified  by  Part I of the  form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Goran Capital Inc. Share Option Plan (the "PLAN") as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the 1933 Act.  Such  document(s)  are not being  filed with the  Commission  but
constitute  (along with the documents  incorporated  by reference into this Form
S-8 Registration Statement (the "Registration  Statement") pursuant to Item 3 of
Part II hereof),  a prospectus  that meets the  requirements of Section 10(a) of
the 1933 Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (1)      The annual  report on Form 10-K of the  Company for the fiscal
                  year ended December 31, 1996, as amended by Forms 10-K/A filed
                  with the Commission on April 29, 1997 and May 19, 1997.

         (2)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Company since December 31, 1996.

         (3)      The description of the capital stock of the Company  contained
                  in the Company'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  Company  with  the  Commission
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act 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.

Item 4.  Description of Securities.

     Not applicable.


                                       S-1

<PAGE>
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 Company shall indemnify a present or former director or officer of
the Company or a person who acts or acted at the Company's request as a director
or officer of another  corporation  of which the Company 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,  reasonably  incurred by him in respect of or in  connection  with any
civil, criminal or administrative  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  Company  and, in the case of a
criminal or  administrative  action or proceeding that is enforced by a monetary
penalty,  had reasonable  grounds for believing that his conduct was lawful. The
indemnification provisions of the Bylaws effectively provide for indemnification
to the  maximum  extent  permitted  by the Act and  generally  provide  that the
Company  will provide  indemnification  in every  circumstance  where the Act so
permits or requires.  The Company also  carries  director and officer  liability
insurance coverage.

Item 7.  Exemption from Registration Claimed.

     The Common Shares which were  acquired  prior to the date of filing of this
S-8 with the Commission to be reoffered  pursuant to the Reoffer Prospectus were
acquired  pursuant  to  options  granted  under  the  Plan in  transactions  not
involving any public offering.  Accordingly, such Common Shares were acquired in
private placements which were exempt from registration under Section 4(2) of the
1933 Act.

Item 8.  Exhibits.

     The exhibits  furnished with the Registration  Statement are listed on Page
E-6.

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 prospectus  required by Section
10(a)(3) of the 1933 Act; (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. Notwithstanding

                                       S-2

<PAGE>
the foregoing,  any increase or decrease in volume of securities offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the low or high end 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% change in the maximum aggregate  offering
price set forth in the "Calculation of Registration  Fee" table in the effective
registration  statement;  (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 clauses (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
Registration  Statement;  (2) that, for the purpose of determining any liability
under the 1933 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  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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 1933 Act
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 1933 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  1933  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, 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
20th day of January, 1998.

                                         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,
as attorney-in-fact  for the undersigned,  in any and all capacities,  with full
power of  substitution,  to sign 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 of 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  purposes  as he might or could do in
person, 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 Chief
Alan G. Symons                      Executive Officer         January 20, 1998


                                       S-4

<PAGE>
(2)  Principal Financial and Accounting Officer:


/s/ Gary P. Hutchcraft              Vice President and
Gary P. Hutchcraft                  Chief Financial Officer   January 20, 1998
                                    and Treasurer

(3)  The Board of Directors


/s/ G. Gordon Symons                Director                  January 20, 1998
G. Gordon Symons



/s/ Alan G. Symons                  Director                  January 20, 1998
Alan G. Symons



/s/ Douglas H. Symons               Director                  January 20, 1998
Douglas H. Symons



/s/ John K. McKeating               Director                  January 20, 1998
John K. McKeating



/s/ James G. Torrance               Director                  January 20, 1998
James G. Torrance



/s/ J. Ross Schofield               Director                  January 20, 1998
J. Ross Schofield



/s/ David B. Shapira                Director                  January 20, 1998
David B. Shapira


                                       S-5

<PAGE>
                                INDEX TO EXHIBITS


Exhibit No.    Description


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

10.20          Goran Capital Inc. Share Option Plan*

23.1           Consent of Schwarz Levitsky Feldman

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

23.3           Consent of Coopers & Lybrand, LLP

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-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT OF GORAN CAPITAL INC.", "secsgml_size_bytes": 87607}]
{"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": "333-44679", "film-number": "98510692"}, "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 __________________, 1998

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

                                                  Registration No. 333-________

                       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 and General Counsel
                               Goran Capital Inc.
                               4720 Kingsway Drive
                           Indianapolis, Indiana 46205
                  (416) 594-1155 (Canada), (317) 259-6300 (USA)
                     (Name and address of agent for service)
           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 Per    Offering        Registration
be Registered     Registered(1)    Share(2)     Price(2)        Fee
Common Shares,    1,069,265        29 61/64     32,024,487      $9,705
without par
value
==============    =============    =========    ============    ================
(1)  The number of shares  registered is equal to the number of shares of common
     stock of Goran  Capital  Inc.  which are subject to all Options  granted by
     Goran  Capital Inc. to purchase  such stock.  There are  currently  578,996
     options outstanding. 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 16,  1998,  as to shares not yet subject to options
     granted under the Plan, pursuant to Rule 457(c).
REOFFER PROSPECTUS

                             Up to 1,069,265 Shares

                               GORAN CAPITAL INC.

                        Common Shares, without par value

     This Prospectus is a "reoffer  prospectus"  prepared in accordance with the
requirements  of Part I of Form F-3,  pursuant to General  Instruction C of Form
S-8. The Common  Shares  covered by this  reoffer  prospectus  ("Prospectus"  or
"Reoffer Prospectus") are being sold by certain employees and directors of Goran
Capital Inc. (the "Company")and other persons, which shares have been or will be
acquired by the selling  security  holders  pursuant to the Goran  Capital  Inc.
Share Option Plan.  Resales of Common Shares by such affiliates may also be made
under Rule 144 under the Securities Act of 1933, as amended (the "1933 Act").

     The  Common  Shares are listed  for  trading on the NASDAQ  Stock  Market's
National Market (the "NASDAQ  National  Market") under the symbol "GNCNF" and on
the Toronto Stock Exchange under the symbol "GNC." On January 16, 1998, the last
reported sale price on the NASDAQ National Market was US $29 61/64 per share.

     The Common Shares may be offered from time to time in  transactions  on the
NASDAQ National Market, in negotiated transactions or otherwise at market prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices or at negotiated prices.

     The  enforcement  by  investors  of civil  liabilities  under  the  federal
securities  laws may be  affected  adversely  by the fact  that the  Company  is
incorporated or organized under the laws of Canada, that certain of its officers
and directors may not be residents of the United States, that some or all of the
experts named in the Registration  Statement may be residents of Canada and that
a portion of the  Company's  assets and said persons may be located  outside the
United States.

     See "Risk  Factors"  on Page 9 hereof  for a  discussion  of  certain  risk
factors that should be considered by prospective purchasers of Common Shares.

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                        ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                The date of this Prospectus is January 21, 1998.
ADDITIONAL INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 (the "1934 Act"), as applicable to foreign private issuers,
and in  accordance  therewith  files  reports  and  other  information  with the
Securities and Exchange  Commission  (the  "Commission").  The Company has filed
with the Commission a Registration Statement (the "Registration  Statement),  of
which this  Prospectus is a part, on Form S-8 under the 1933 Act with respect to
Common  Shares  offered  hereby.  This  Prospectus  does  not  contain  all  the
information set forth in the  Registration  Statement and the exhibits  relating
thereto.  For  further  information  with  respect to the Company and the Common
Shares  offered  by this  Prospectus,  reference  is  made to such  Registration
Statement and exhibits. Statements contained herein concerning the provisions of
documents are  necessarily  summaries of such  documents,  and each statement is
qualified in its entirety by  reference to the copy of the  applicable  document
filed  with  the  Commission.  Such  information,  and  the  reports  and  other
information filed with the Commission by the Company can be inspected and copied
at the Commission's public reference  facilities located at Room 1024, 450 Fifth
Street,  N.W.,  Judiciary  Plaza,  Washington,  D.C.  20549 and at the following
Regional Offices: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois  60661-2511;  and 7 World Trade Center,  Suite 1300, New York, New York
1048.  Copies of such  materials  may also be obtained  from the  Commission  at
prescribed  rates by mailing a request to the  Public  Reference  Section of the
Commission,  at Room 1024, 450 Fifth Street N.W.,  Judiciary Plaza,  Washington,
D.C.  20549.  The  Commission  also  maintains a Web site on the  Internet  that
contains  reports  and  other  information   regarding   registrants  that  file
electronically with the Commission,  including the Company.  The address of such
site is: http://www.sec.gov. In addition, the Company furnishes its shareholders
with annual reports containing consolidated financial statements certified by an
independent chartered accounting firm. The financial statements included in such
reports  will  be  prepared  in  accordance  with  Canadian  generally  accepted
accounting principles and will include a reconciliation of such information with
U.S. generally accepted accounting principles.

     The  Common  Shares are listed  for  trading on the NASDAQ  Stock  Market's
National Market under the symbol "GNCNF" and on the Toronto Stock Exchange under
the symbol "GNC" and reports and other information concerning the Company can be
inspected at such exchanges.

                                        3
INCORPORATION OF DOCUMENTS BY REFERENCE

     With respect to any document  incorporated  by reference in this Prospectus
but not delivered herewith,  the Company undertakes to provide without charge to
each person, including a beneficial owner, to whom this Prospectus is delivered,
upon  written  or  oral  request  of such  person,  a copy of any and all of the
information  that has been  incorporated  by  reference  herein  (not  including
exhibits to such information unless such exhibits are specifically  incorporated
by reference  into such  information).  Such  requests may be addressed to Goran
Capital Inc., 181 University Avenue, Suite 1101-Box 11, Toronto, Ontario, Canada
M5H 3M7 or 4720 Kingsway Drive, Indianapolis,  Indiana 46205. See "Incorporation
of Certain Information by Reference."

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the  purposes  of this  Reoffer  Prospectus  to the extent  that a statement
contained herein, or in any other  subsequently  filed document which also is or
is deemed to be  incorporated  by reference  herein,  modifies or replaces  such
statement.  The modifying or  superseding  statement  need not state that it has
modified or superseded a prior  statement or include any other  information  set
forth in the document that it modifies or supersedes.  The making of a modifying
or superseding  statement  shall not be deemed an admission that the modified or
superseded  statement,  when made,  constituted a  misrepresentation,  an untrue
statement of a material  fact or an omission of a material  fact  required to be
stated  or  necessary  to  make a  statement  not  misleading  in  light  of the
circumstances  in which it was made.  Any  statement  so modified or  superseded
shall not be deemed,  in its unmodified or superseded form, to constitute a part
of this Reoffer Prospectus.

                       ENFORCEABILITY OF CIVIL LIABILITIES
                   UNDER UNITED STATES FEDERAL SECURITIES LAW

     The Company is a Canadian federally chartered  corporation.  Certain of the
directors and executive officers of the Company and certain experts named herein
are not residents of the United  States.  Certain assets of the Company and such
individuals and experts are located  outside of the United States.  As a result,
it may be  difficult or  impossible  for  shareholders  of the Company to effect
service of process  upon such persons  within the United  States with respect to
matters  arising under the United States federal  securities  laws or to enforce
against them in United States courts  judgments of such courts  predicated  upon
the civil  liability  provisions of the Untied States federal  securities  laws.
Shareholders  of the Company  should be aware that there is some doubt as to the
enforceability in Canada in original  actions,  or in actions for enforcement of
judgments of United States  courts,  of civil  liabilities  predicated  upon the
United States federal  securities laws. In addition,  awards of punitive damages
and actions  brought in the United States or elsewhere may be  unenforceable  in
Canada.

                                        4
No dealer, sales representative, or any other person has been authorized to
give any  information  or to make any  representations  in connection  with this
offering other than those contained in this Reoffer Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company,  the Selling  Shareholders or any  Underwriter.  This
Reoffer Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities  other than the  registered  securities to which it
relates or an offer to, or solicitation of, any person in any jurisdiction where
such an offer or  solicitation  would be unlawful.  Neither the delivery of this
Reoffer  Prospectus nor any sale made hereunder shall,  under any circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  since  the date  hereof  or that the  information  contained  herein is
correct as of any time subsequent to the date hereof.

                                TABLE OF CONTENTS

                                                                        Page

ADDITIONAL INFORMATION..................................................  3
INCORPORATION OF DOCUMENTS BY REFERENCE.................................  4
ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES
  FEDERAL SECURITIES LAW................................................  4
FORWARD LOOKING STATEMENTS - SAFE HARBOR PROVISIONS.....................  5
PROSPECTUS SUMMARY......................................................  6
RECENT DEVELOPMENTS...................................................... 9
RISK FACTORS............................................................. 9
USE OF PROCEEDS......................................................... 19
DETERMINATION OF OFFERING PRICE......................................... 19
SELLING SECURITY HOLDERS; PLAN OF DISTRIBUTION.......................... 19
LEGAL MATTERS........................................................... 22
EXPERTS  ............................................................... 22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE....................... 23

               FORWARD LOOKING STATEMENTS - SAFE HARBOR PROVISIONS

     The statements contained in this Prospectus which are not historical facts,
including but not limited to statements concerning (i) the impact of federal and
state laws and regulations, including but not limited to the 1994 Reform Act and
1996 Reform Act, on the Company's  business and results of operations,  (ii) the
competitive advantage afforded to IGF by approaches adopted by management in the
areas of information,  technology,  claims handling and underwriting,  and (iii)
the sufficiency of the Company's cash flow to meet the operating expenses,  debt
service  obligations and capital needs of the Company and its subsidiaries,  are
forward-looking  statements within the meanings of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities  Exchange Act of 1934,
as amended. From time to time the Company may also issue other statements either
orally or in  writing,  which are  forward  looking  within the meaning of these
statutory provisions. Forward looking statements are typically identified by the
words  "believe",  "expect",  "anticipate",  "intend",  "estimate",  "plan"  and
similar   expressions.   These   statements   involve  a  number  of  risks  and
uncertainties, certain of which are beyond the Company's control. Actual results
could differ  materially from the forward looking  statements in this Prospectus
or from other forward looking statements made by the Company. In addition to the
risks and uncertainties of ordinary business operations,  some of the facts that
could cause actual results to differ materially from the anticipated  results or
other expectations expressed in the Company's forward-looking statements are the
risks and uncertainties  (i) discussed  herein,  (ii) contained in the Company's
other filings with the Securities and Exchange  Commission and public statements
made by the Company from time to time, and (iii) set forth under "Risk Factors."

                                        5
PROSPECTUS SUMMARY

     Unless the context  indicates  otherwise (i) the "Company"  refers to Goran
Capital Inc., a Canadian corporation and its subsidiaries,  (ii) "SIG" refers to
Symons   International  Group,  Inc.,  an  Indiana  corporation  and  67%  owned
subsidiary of the Company, and its subsidiaries,  (iii) the "Subsidiaries" refer
to the direct and indirect  subsidiaries of the Company, and (iv) the "Insurers"
refer to IGF  Insurance  Company,  an Indiana  property and  casualty  insurance
company and a wholly-owned  subsidiary of SIG ("IGF"),  and,  through SIG's 100%
ownership  interest in GGS Management  Holdings,  Inc. ("GGS  Holdings"),  Pafco
General Insurance  Company,  an Indiana property and casualty  insurance company
("Pafco"),  and  Superior  Insurance  Company,  a Florida  property and casualty
insurance company, together with its subsidiaries ("Superior").

                                   The Company

     Goran Capital Inc., a specialty property and casualty insurer,  underwrites
and  markets  nonstandard  private  passenger   automobile  insurance  and  crop
insurance.  The Company  believes that it has demonstrated an ability to acquire
under-performing  niche insurance  businesses and develop them toward their full
potential.  Through its  Subsidiaries,  the Company writes business in the U. S.
exclusively  through  independent  agencies and seeks to  distinguish  itself by
offering   high   quality,   technology-based   services   for  its  agents  and
policyholders.   For  the  year  ended   December  31,  1996,  the  Company  had
consolidated gross premiums written of approximately $307.6 million.

     The Company writes  nonstandard  automobile  insurance in the U.S.  through
approximately 6,000 independent  agencies in 18 states and writes crop insurance
in the U.S. through approximately 1,200 independent agencies in 39 states. Based
on a Company  analysis  of gross  premiums  written in 1996 as  reported by A.M.
Best, the Company  believes that the combination of Pafco and Superior makes the
Company's  nonstandard  automobile  group the  twelfth  largest  underwriter  of
nonstandard  automobile  insurance  in  the  United  States.  Based  on  premium
information  compiled in 1996 by the  National  Crop  Insurance  Services,  Inc.
("NCIS"),  the Company  believes  that IGF is the fifth largest  underwriter  of
Multi-Peril Crop Insurance ("MPCI") in the United States.

     Nonstandard  automobile insurance products are designed for drivers who are
unable to obtain  coverage  from  standard  market  carriers.  These drivers are
normally  charged  higher  premium rates than the rates charged for preferred or
standard  risk  drivers  and  generally  purchase  lower  liability  limits than
preferred or standard risk policyholders.  According to statistical  information
derived from insurer annual  statements  compiled by A.M. Best, the  nonstandard
automobile market accounted for $17.4 billion in annual premium volume for 1995.

     In April 1996, SIG acquired Superior from Fortis,  Inc. (the "Acquisition")
through  GGS  Holdings,  which  was  then  52%  owned  by SIG and 48%  owned  by
investment  partnerships  affiliated with Goldman, Sachs & Co. (the "GS Funds").
The 48% interest owned by the GS 

                                       6
Funds was purchased by SIG in August,  1997, utilizing a portion of the proceeds
of  a  $135  million  offering  of  Trust  Preferred  Securities.   See  "Recent
Developments."  The  Acquisition  has  allowed  SIG to  expand  its  nonstandard
automobile business through wider geographic distribution and a broader range of
products.  Pafco  writes  business  primarily in the Midwest and  Colorado,  and
Superior writes business primarily in the Southeast  (particularly  Florida) and
in California. SIG regularly evaluates acquisition  opportunities.  There can be
no assurance that any suitable acquisition opportunities will arise.

     IGF is a  wholly-owned  subsidiary of SIG located in Des Moines,  Iowa. IGF
underwrites MPCI, crop hail insurance and other named peril crop insurance. MPCI
is a  federally-subsidized  program  administered  by the Federal Crop Insurance
Corporation  ("FCIC"),  which  is a  federally  chartered  corporation  operated
through the United States Department of Agriculture  ("USDA").  MPCI is designed
to provide  farmers who suffer an insured  crop loss due to the weather or other
natural perils with the funds needed to continue  operations and plant crops for
the next growing  season.  For purposes of the profit/loss  sharing  arrangement
with the federal government,  MPCI Premium is the amount of premiums credited to
IGF for all Buy-up  Coverage (i.e.  coverage in excess of CAT Coverage  (defined
below))  sold,  consisting  of amounts  paid by  farmers  plus the amount of any
related federal premium  subsidy.  For the purpose of such  profit/loss  sharing
arrangement,  MPCI Imputed Premium is the amount of premiums credited to IGF for
all CAT Coverage (i.e.  the minimum level of MPCI providing  coverage for 50% of
historic  yield at 60% of the per unit price set by the FCIC) it sells.  For the
year ended  December 31, 1996,  SIG wrote  approximately  $82.1  million in MPCI
Premiums and $28.0 million in crop/hail gross  premiums.  In addition to premium
revenues for the same period,  SIG received from FCIC: (i) CAT Coverage Fees* in
the amount of $1.2 million, (ii) Buy-up Expense Reimbursement  Payments** in the
amount of $25.0  million and (iii) CAT LAE  Reimbursement  Payments***  and MPCI
Excess LAE  Reimbursement  Payments**** in the aggregate amount of $5.8 million.
IGF uses proprietary  software to write and service  policies.  The Company uses
employee claims adjusters  rather than relying solely on part-time,  independent
contractor adjusters as do many of its competitors. Management believes that the
approaches  adopted  by IGF's  management  team in the  information  technology,
claims handling and underwriting  aspects of its business are innovations  which
provide IGF with a competitive advantage in the crop insurance industry.

--------

     *A fixed administration fee of $50 per policy paid by farmers upon purchase
of CAT Coverage.

     **An  expense  reimbursement  payment  made by the FCIC to an MPCI  insurer
equal to a percentage of gross premiums  written for each Buy-up Coverage policy
written.

     ***An LAE (as hereinafter defined)  reimbursement  payment made by the FCIC
to an MPCI insurer  equal to 13% of MPCI Imputed  Premiums for each CAT Coverage
policy.

     ****A small  excess LAE  reimbursement  payment made by the FCIC to an MPCI
insurer to the  extent  that loss  ratios on a per state  basis  exceed  certain
levels.

                                        7
The  Federal  Crop  Insurance  Reform Act of 1994 (the "1994  Reform  Act")
required  farmers  for the first time to purchase at least a basic level of MPCI
coverage ("CAT Coverage") in order to be eligible for other  federally-sponsored
farm  benefits,  including but not limited to low interest  loans and crop price
supports.  The 1994 Reform Act also  authorized for the first time the marketing
and selling of CAT Coverage by Local USDA offices which has been  eliminated for
the 1998 crop year. The Federal  Agriculture  Improvement and Reform Act of 1996
(the "1996 Reform Act"),  signed into law by President  Clinton in April,  1996,
limited the role of the USDA offices in the delivery of MPCI coverage  beginning
in July,  1996,  which  was the  commencement  of the 1997 crop  year,  and also
eliminated  the  linkage  between CAT  Coverage  and  qualification  for certain
federal farm program benefits. The limitation of the USDA's role in the delivery
system for MPCI provided SIG with the opportunity to realize increased  revenues
from the  distribution  and servicing of its MPCI  product.  As a result of this
limitation,   the  FCIC,   through  December,   1997,  has  transferred  to  IGF
approximately  17,000  insureds for CAT Coverage who  previously  purchased such
coverage from USDA field offices.  The Company has not  experienced any material
negative impact in 1997 from the delinkage  mandated by the 1996 Reform Act. The
Company  believes  that any future  potential  negative  impact of the delinkage
mandated by the 1996 Reform Act will be mitigated by, among other  factors,  the
likelihood  that  farmers  will  continue  to  purchase  MPCI to  provide  basic
protection  against  natural  disasters  since ad hoc  federal  disaster  relief
programs have been reduced or eliminated. In addition, the Company believes that
(i) lending  institutions  would likely  continue to require this  coverage as a
condition  to crop  lending  and (ii) many of the  farmers  who entered the MPCI
program  as a  result  of the  1994  Reform  Act  have  come to  appreciate  the
reasonable  price of the protection  afforded by CAT Coverage and will remain in
the program regardless of delinkage.  There can, however,  be no assurance as to
the  ultimate  effect  which the 1996  Reform  Act may have on the  business  or
operations of the Company.

     On June 9, 1997, the Secretary of Agriculture announced that the USDA would
no longer provide CAT Coverage  through USDA offices in any state  effective for
the 1998 crop year.  This was  implemented by a transferring  of CAT policies to
the various members of the crop insurance industry, including IGF. At this time,
the Company believes that it will retain  approximately 9,000 policies that were
formerly  written by USDA offices,  although  there can be no assurance that the
Company will retain this number of  policies.  Based on  historical,  per-policy
averages,  the  Company  has  preliminarily  estimated  that it will  receive an
additional  approximate  $6 to $7  million  in  premiums  from such  transferred
policies  for the 1997 and 1998 crop years,  however,  there can be no assurance
that this number will be realized.  This  estimate  assumes that IGF will retain
100% of such premiums. There can be no assurance as to the ultimate effect which
the 1996 Reform Act may have on the business operations of the Company.

     The  Company  also  engages  through  Subsidiaries  other  than SIG and its
Subsidiaries  in certain  reinsurance  and  surplus  lines  operations.  Granite
Reinsurance  Company Ltd. of Barbados ("Granite Re"), a wholly-owned  subsidiary
of the Company,  underwrites  finite risk  insurance and  stop-loss  reinsurance
including  reinsurance for crop insurance  coverage  written by IGF.  Granite Re
participates in various programs of reinsurance for Bermudian, Canadian and U.S.
reinsurance

                                        8
companies.   Symons  International  Group,  Inc.  (Florida)  ("SIGF"),   also  a
wholly-owned   Subsidiary  of  the  Company,  is  a  specialized  surplus  lines
underwriting unit based in Florida which provides certain  commercial  insurance
products  through retail  agencies,  principally in the southeast United States.
SIGF writes these  specialty  products  through a number of  different  insurers
including Pafco,  United National Insurance Group,  Munich American  Reinsurance
Corp.  and  underwriters  of Lloyd's of London.  Effective  January 1, 1996, SIG
transferred  to the  Company all of the shares of capital  stock of SIGF.  Also,
Granite Insurance Company  ("Granite  Insurance"),  a Canadian federal insurance
company  and  wholly-owned  Subsidiary  of the  Company  which  stopped  writing
insurance in 1990, has a book of property and casualty  insurance business which
is in run-off.

     The Common Shares of the Company are traded on the Toronto  Stock  Exchange
under the  symbol  "GNC" and on the  NASDAQ  National  Market  under the  symbol
"GNCNF."

     The Company is a Canadian  corporation and its principal  executive offices
in Canada are located at 181  University  Avenue,  Suite  1101-Box 11,  Toronto,
Ontario,  Canada M5H 3M7  (telephone  number (416)  594-1155)  and its principal
executive offices in the U.S. are located at 4720 Kingsway Drive,  Indianapolis,
Indiana (telephone number (317) 259-6300).

                               RECENT DEVELOPMENTS

     In August,  1997, a $135  million  offering of trust  preferred  securities
("Preferred Securities") was completed by SIG Capital Trust I. SIG Capital Trust
I then invested $135 million in senior  subordinated  notes of SIG. The proceeds
were  used by SIG  (i) to  retire  bank  debt of  approximately  $44,900,000  in
principal  amount,  (ii) to purchase the shares of GGS Holdings not owned by the
Company and (iii) for general corporate  purposes.  The Company invested the net
proceeds in short-term, income-generating investment-grade securities.

     In connection  with the issuance of the Preferred  Securities,  SIG entered
into a Senior  Subordinated  Indenture (the "Indenture"),  pursuant to which SIG
became subject to certain  covenants and  restrictions.  The  description of the
Indenture  and  other  related  documents  is  contained  in SIG's  Registration
Statement on Form S-4,  which was filed with the  Commission  on  September  16,
1997. These covenants and restrictions might have a  material/adverse  effect on
the ability of SIG to conduct it business  and on the market price of the Common
Shares of the Company.

                                  RISK FACTORS

     There are certain risks  involved in an  investment  in the Common  Shares.
Accordingly,  prospective  purchasers  of  the  Common  Shares  should  consider
carefully the factors set forth below as well as the other information contained
in this Reoffer Prospectus.

                                       9
Uncertain Pricing and Profitability

     One of the distinguishing features of the property and casualty industry is
that its  products  generally  are priced  before  its costs are known,  because
premium rates usually are  determined  before losses are reported.  Premium rate
levels are related in part to the  availability  of  insurance  coverage,  which
varies  according to the level of surplus in the industry.  Increases in surplus
have generally been  accompanied by increased price  competition  among property
and casualty insurers.  The nonstandard  automobile insurance business in recent
years has experienced  very competitive  pricing  conditions and there can be no
assurance as to the Company's  ability to achieve adequate  pricing.  Changes in
case law,  the  passage  of new  statutes  or the  adoption  of new  regulations
relating to the  interpretation  of insurance  contracts can  retroactively  and
dramatically  affect  the  liabilities  associated  with  known  risks  after an
insurance  contract is in place.  New products  also present  special  issues in
establishing  appropriate  premium levels in the absence of a base of experience
with such products' performance.

     The number of competitors and the similarity of products  offered,  as well
as regulatory  constraints,  limit the ability of property and casualty insurers
to increase prices in response to declines in profitability or market demand. In
states which require prior  approval of rates,  it may be more difficult for the
Company to achieve  premium  rates  which are  commensurate  with the  Company's
underwriting  experience  with  respect  to risks  located in those  states.  In
addition,  the Company does not control  rates on its MPCI  business,  which are
instead set by the FCIC. Accordingly, there can be no assurance that these rates
will be sufficient to produce an underwriting profit.

     The  reported  profits  and losses of a  property  and  casualty  insurance
company are also determined,  in part, by the  establishment of, and adjustments
to, reserves reflecting  estimates made by management as to the amount of losses
and loss  adjustment  expenses  ("LAE") that will  ultimately be incurred in the
settlement of claims.  The ultimate  liability of the insurer for all losses and
LAE  reserved  at any given  time  will  likely be  greater  or less than  these
estimates and material  differences in the estimates may have a material adverse
effect on the  insurer's  financial  position or results of operations in future
periods.

Nature of Nonstandard Automobile Insurance Business

     The nonstandard  automobile  insurance business is affected by many factors
which can cause fluctuations in the results of operations of this business. Many
of these factors are not subject to the control of the Company.  The size of the
nonstandard  market can be significantly  affected by, among other factors,  the
underwriting capacity and underwriting criteria of standard automobile insurance
carriers.  In addition,  an economic downturn in the states in which the Company
writes  business  could  result  in fewer  new car  sales  and less  demand  for
automobile insurance.  Severe weather conditions could also adversely affect the
Company's  business through higher losses and LAE. These factors,  together with
competitive  pricing and other  considerations,  could result in fluctuations in
the Company's underwriting results and net income.

                                       10
Nature of Crop Insurance Business

     The Company's  operating  results from its crop insurance  program can vary
substantially  from period to period as a result of various  factors,  including
timing and severity of losses from storms,  droughts,  floods, freezes and other
natural  perils and crop  production  cycles.  Therefore,  the  results  for any
quarter or year are not necessarily indicative of results for any future period.
The  underwriting   results  of  the  crop  insurance  business  are  recognized
throughout  the year  with a  reconciliation  for the  current  crop year in the
fourth quarter.

     The Company expects that for the foreseeable  future a majority of its crop
insurance  business  will  continue to be derived from MPCI  business.  The MPCI
program is federally  regulated and supported by the federal government by means
of premium subsidies to farmers,  expense  reimbursement and federal reinsurance
pools for private insurers. As such,  legislative or other changes affecting the
MPCI program could impact the Company's business prospects. The MPCI program has
historically   been  subject  to   modification  at  least  annually  since  its
establishment in 1980, and some of these modifications have been significant. No
assurance  can be given that future  changes will not  significantly  affect the
MPCI program and the Company's crop insurance business.

     The 1994 Reform Act also reduced the expense  reimbursement rate payable to
the Company for its costs of servicing  MPCI  policies that exceed the basic CAT
Coverage level (such  policies,  "Buy-up  Coverage") for the 1997, 1998 and 1999
crop years to 29%, 28% and 27.5%, respectively,  of the MPCI Premium serviced, a
decrease from the 31% level  established for the 1994, 1995 and 1996 crop years.
Historically,  the FCIC has paid the maximum MPCI Buy-up  Expense  Reimbursement
Payment  rate  allowable by law,  although no  assurance  can be given that this
practice will  continue.  Although the 1994 Reform Act directs the FCIC to alter
program  procedures and  administrative  requirements so that the administrative
and operating costs of private  insurance  companies  participating  in the MPCI
program will be reduced in an amount that  corresponds  to the  reduction in the
expense  reimbursement rate, there can be no assurance that the Company's actual
costs will not exceed the expense  reimbursement  rate.  The FCIC has  appointed
several  committees  comprised  of members  of the  insurance  industry  to make
recommendations concerning this matter.

     The crop insurance industry has recently completed  negotiation of the 1998
Standard  Reinsurance  Agreement  ("1998 SRA") with the FCIC,  with the 1998 SRA
providing  for a 27% MPCI Expenses  Reimbursement  Payment rate and no change to
the CAT Coverage program for prior years.

     The 1994 Reform Act also  directs the FCIC to establish  adequate  premiums
for all MPCI  coverages  at such rates as the FCIC  determines  are  actuarially
sufficient  to attain a targeted loss ratio.  Since 1980,  the average MPCI loss
ratio has exceeded  this target ratio.  There can be no assurance  that the FCIC
will not increase rates to farmers in order to achieve the targeted loss ratio

                                       11
in a manner that could  adversely  affect  participation  by farmers in the MPCI
program above the CAT Coverage level.

     The 1996  Reform Act limited  the role of USDA  offices in the  delivery of
MPCI coverage and eliminated the linkage between CAT Coverage and qualifications
for certain  federal  farm program  benefits.  Currently,  MPCI  coverage is not
required for federal farm program  benefits if producers  sign a written  waiver
that waives eligibility for emergency crop loss assistance.  The 1996 Reform Act
also  provided  that the  Secretary  of  Agriculture  may  continue to offer CAT
Coverage  through USDA offices if the Secretary of Agriculture  determines  that
the number of approved insurance  providers operating in a state is insufficient
to  adequately  provide  catastrophic  risk  protection  coverage to  producers.
Effective  June 9, 1997,  the Secretary of  Agriculture  announced that the USDA
would no longer provide CAT Coverage through USDA offices in any state. This was
implemented by transferring the collection of premium and  administration of CAT
policies to the various members of the crop insurance  industry,  including IGF.
At this time,  the  Company  believes  that it will retain  approximately  9,000
policies that were formerly  written by USDA offices,  although  there can be no
assurance  that the  Company  will  retain  this  number of  policies.  Based on
historical, per-policy averages, the Company has preliminarily estimated that it
will receive  approximately an additional $6 to $7 million in premiums from such
transferred policies for the 1997 and 1998 crop years, however,  there can be no
assurance that this number will be realized. This estimate assumes that IGF will
retain 100% of such premiums.

     Total MPCI  Premium for each farmer  depends  upon the kind of crops grown,
acreage  planted and other factors  determined by the FCIC.  Each year, the FCIC
sets, by crop,  the maximum per unit  commodity  price ("Price  Election") to be
used in computing MPCI Premiums. Any reduction of the Price Election by the FCIC
will reduce the MPCI Premium charged per policy,  and accordingly will adversely
impact MPCI Premium volume.

     The Company's crop insurance business is also affected by market conditions
in the  agricultural  industry  which vary  depending on such factors as federal
legislation and  administration  policies,  foreign country policies relating to
agricultural products and producers,  demand for agricultural products, weather,
natural   disasters,   technological   advances   in   agricultural   practices,
international  agricultural  markets and general economic conditions both in the
United  States and  abroad.  For  example,  the number of MPCI  Buy-up  Coverage
policies  written has  historically  tended to increase  after a year in which a
major  natural  disaster  adversely  affecting  crops  occurs,  and to  decrease
following a year in which favorable weather conditions prevail.

Highly Competitive Businesses

     Both the nonstandard automobile insurance and crop insurance businesses are
highly  competitive.  Many of the Company's  competitors in both the nonstandard
automobile  insurance and crop insurance  business  segments have  substantially
greater  financial  and other  resources  than the Company,  and there can be no
assurance  that the Company  will be able to compete  effectively  against  such
competitors in the future.

                                       12
In its  nonstandard  automobile  business,  the Company  competes with both
large national writers and smaller regional companies. The Company's competitors
include other companies which,  like the Company,  serve the independent  agency
market, as well as companies which sell insurance directly to customers.  Direct
writers may have certain competitive  advantages over agency writers,  including
increased name  recognition,  loyalty of the customer base to the insurer rather
than an independent  agency and,  potentially,  reduced  acquisition  costs.  In
addition,  certain  competitors  of the Company have from time to time decreased
their  prices in an apparent  attempt to gain  market  share.  Also,  in certain
states,  state assigned risk plans may provide nonstandard  automobile insurance
products at a lower price than private insurers.

     In the crop insurance  business,  the Company  competes  against other crop
insurance  companies  and,  with  respect to CAT  Coverage,  USDA field  service
offices in certain areas.  In addition,  the crop insurance  industry has become
increasingly  consolidated.  From the 1985 crop year to the 1995 crop year,  the
number of insurance companies that have entered into agreements with the FCIC to
sell and service MPCI policies has declined from 50 to 17. The Company  believes
that to compete  successfully  in the crop  insurance  business  it will have to
market and service a volume of premiums sufficiently large to enable the Company
to continue to realize  operating  efficiencies  in conducting its business.  No
assurance can be given that the company will be able to compete  successfully if
this market consolidates further.

Importance of Ratings

     A.M. Best has currently assigned Superior a B+ (Very Good) rating and Pafco
a B-  (Adequate)  rating.  A "B+" and a "B-"  rating are A.M.  Best's  sixth and
eighth  highest  rating  classifications,  out of 15  ratings.  A "B+" rating is
awarded to insurers which, in A.M. Best's opinion,  "have demonstrated very good
overall performance when compared to the standards  established by the A.M. Best
Company" and "have a good  ability to meet their  obligations  to  policyholders
over a long period of time." A "B-" rating is awarded to insurers which, in A.M.
Best's opinion, "have demonstrated adequate overall performance when compared to
the  standards  established  by the A.M. Best  Company" and  "generally  have an
adequate ability to meet their obligations to policyholders, but their financial
strength  is  vulnerable  to  unfavorable  changes in  underwriting  or economic
conditions".  IGF recently  received an "NA-2"  rating (a "rating not  assigned"
category for companies that do not meet A.M.  Best's minimum size  requirements)
from A.M. Best.  IGF intends to seek a revised  rating  although there can be no
assurance  that a revised rating will be obtained or as to the level of any such
rating.  A.M. Best bases its ratings on factors that concern  policyholders  and
agents and not upon factors  concerning  investor  protection.  Such ratings are
subject to change and are not  recommendations  to buy, sell or hold securities.
One  factor is an  insurer's  ability to compete  effectively  is its A.M.  Best
rating.  The A.M. Best ratings for the Company's  rated  Insurers are lower than
for many of the  Company's  competitors.  There  can be no  assurance  that such
ratings or future  changes  therein  will not affect the  Company's  competitive
position.

                                       13
Geographic Concentration

     The Company's nonstandard  automobile insurance business is concentrated in
the states of  Florida,  California,  Texas,  Indiana,  Missouri  and  Virginia;
consequently  the  Company  will be  significantly  affected  by  changes in the
regulatory  and business  climate in those states.  The Company's crop insurance
business is concentrated in the states of Iowa, Texas, Illinois, Kansas, Montana
and Minnesota. The Company will be significantly affected by weather conditions,
natural perils and other factors affecting the crop insurance  business in those
states.

Future Growth and Continued Operations Dependent on Access to Capital

     Property  and  casualty  insurance  is a capital  intensive  business.  The
Company  must  maintain  minimum  levels of surplus in the  Insurers in order to
continue to write  business,  meet the other related  standards  established  by
insurance regulatory  authorities and insurance rating bureaus and satisfy ratio
covenants in loan agreements.

     Historically,  the Company has achieved  premium growth as a result of both
acquisitions and internal growth.  It intends to continue to pursue  acquisition
and new internal growth opportunities.  Among the factors which may restrict the
Company's future growth is the availability of capital. Such capital will likely
have to be obtained through debt or equity financing or retained earnings. There
can be no assurance that the Insurers will have access to sufficient  capital to
support  future  growth and also  satisfy  the  capital  requirements  of rating
agencies,  creditors  and  regulators.  In  addition,  the Company  will require
additional capital to finance future acquisitions.

Uncertainty Associated with Estimating Reserves for Unpaid Losses and LAE

     The  reserves  for unpaid  losses and LAE  established  by the  Company are
estimates of amounts  needed to pay reported and  unreported  claims and related
LAE based on facts and  circumstances  then known.  These  reserves are based on
estimates of trends in claims severity, judicial theories of liability and other
factors.

     Although  the  nature of the  Company's  insurance  business  is  primarily
short-tail,  the establishment of adequate  reserves is an inherently  uncertain
process,  and there can be no  assurance  that the ultimate  liability  will not
materially exceed the Company's  reserves for losses and LAE and have a material
adverse effect on the Company's  results of operations and financial  condition.
Due to the  inherent  uncertainty  of  estimating  these  amounts,  it has  been
necessary,  and may over time continue to be necessary,  to revise  estimates of
the Company's reserves for losses and LAE. The historic  development of reserves
for losses and LAE may not necessarily  reflect future trends in the development
of  these  amounts.  Accordingly,  it may  not  be  appropriate  to  extrapolate
redundancies or deficiencies based on historical information.

                                       14
Reliance Upon Reinsurance

     In order to reduce  risk and to increase  its  underwriting  capacity,  the
Company  purchases  reinsurance.  Reinsurance  does not  relieve  the Company of
liability  to its  insureds  for the risks  ceded to  reinsurers.  As such,  the
Company is subject to credit risk with respect to amounts not  recoverable  from
reinsurers.  Although  the  Company  places  its  reinsurance  with  reinsurers,
including  the FCIC,  which the Company  generally  believes  to be  financially
stable, a significant reinsurer's insolvency or inability to make payments under
the terms of a reinsurance  treaty could have a material  adverse  effect on the
Company's financial condition or results of operations.

     The amount and cost of reinsurance  available to companies  specializing in
property and casualty insurance are subject, in large part, to prevailing market
conditions  beyond  the  control of such  companies.  The  Company's  ability to
provide  insurance  at  competitive  premium  rates  and  coverage  limits  on a
continuing  basis  depends upon its ability to obtain  adequate  reinsurance  in
amounts and at rates that will not adversely affect its competitive position.

     Due to continuing market uncertainties  regarding  reinsurance capacity, no
assurances  can be given as to the  Company's  ability to  maintain  its current
reinsurance  facilities,  which generally are subject to annual renewal.  If the
Company is unable to renew such  facilities upon their  expiration,  the Company
may need to reduce the levels of its underwriting commitments.

Risks Associated with Investments

     The Company's  results of operations  depend in part on the  performance of
its  invested  assets.  Certain  risks are  inherent  in  connection  with fixed
maturity securities including loss upon default and price volatility in reaction
to changes in  interest  rates and general  market  factors.  Equity  securities
involve risks arising from the financial  performance of, or other  developments
affecting  particular  issuers as well as price volatility  arising from general
stock market conditions.

Comprehensive State Regulation

     Insurers are subject to comprehensive  regulation by government agencies in
the states in which they operate.  The nature and extent of that regulation vary
from  jurisdiction to jurisdiction,  but typically involve prior approval of the
acquisition of control of an insurance company or of any company  controlling an
insurance  company,  regulation  of  certain  transactions  entered  into  by an
insurance company with any of its affiliates, limitations on dividends, approval
or filing  of  premium  rates and  policy  forms  for many  lines of  insurance,
solvency  standards,  minimum  amounts  of  capital  and  surplus  which must be
maintained, limitations on types and amounts of investments, restrictions on the
size of risks which may be insured by a single company,  limitation of the right
to  cancel or  non-renew  policies  in some  lines,  regulation  of the right to
withdraw  from  markets or agencies,  requirements  to  participate  in residual
markets,  licensing  of insurers  and agents,  deposits  of  securities  for the
benefit of policyholders, reporting with respect to the financial condition, and
other matters. In addition, state insurance department examiners perform

                                       15
periodic financial and market conduct examinations of insurance companies.  Such
regulation is generally intended for the protection of policyholders rather than
security  holders.  No  assurance  can  be  given  that  future  legislative  or
regulatory changes will not adversely affect the Company.

Holding Company Structure; Dividend and Other Restrictions; Management Fees

     Holding Company  Structure;  Dividend and Other  Restrictions.  Each of the
Company and SIG is a holding  company whose principal asset is the capital stock
of its  Subsidiaries.  Since SIG currently intends to retain earnings to finance
the growth and  development of its business and does not anticipate  paying cash
dividends on its Common Stock in the near future,  the Company will have to rely
on dividends and other  payments from Granite Re, SIGF and Granite  Insurance to
meet its obligations to creditors and to pay corporate expenses. There can be no
assurance that such dividends and other payments will be sufficient to allow the
Company to meet such obligations and pay such expenses.  SIG relies primarily on
dividends and other payments from its Subsidiaries  (including management fees),
including  the  Insurers,  to  meet  its  obligations  to  creditors  and to pay
corporate  expenses.  The  Insurers  are  domiciled in the states of Indiana and
Florida  and each of these  states  limits the  payment of  dividends  and other
distributions by insurance companies.

     Under these laws, the maximum aggregate  amounts of dividends  permitted to
be  paid  in  1997  by IGF  and  Pafco  without  prior  regulatory  approval  is
$12,122,000  and  $561,000,  respectively,  none of which has been paid.  In the
consent order  approving the  Acquisition  (the  "Consent  Order"),  the Florida
Department of Insurance  ("Florida  Department")  has  prohibited  Superior from
paying any dividends (whether extraordinary or not) for four years from the date
of  Acquisition  without the prior written  approval of the Florida  Department.
Further, state insurance laws and regulations require that the statutory surplus
of an insurance  company  following any dividend or distribution by such company
be reasonable in relation to its  outstanding  liabilities  and adequate for its
financial needs.

     Management Fees. The management  agreement  originally entered into between
SIG and Pafco was assigned as of April 30, 1996 by SIG to GGS Management,  Inc.,
a  wholly-owned  subsidiary of GGS Holdings ("GGS  Management").  This agreement
provides for an annual management fee equal to 15% of gross premiums written.  A
similar  management  agreement  with a management  fee of 17% of gross  premiums
written has been entered into between GGS Management and Superior.  Employees of
SIG relating to the nonstandard  automobile  insurance business and all Superior
employees  became  employees of GGS Management  effective April 30, 1996. In the
Consent Order approving the  Acquisition,  the Florida  Department has reserved,
for a period of three years, the right to reevaluate the  reasonableness of fees
provided for in the Superior  management  agreement at the end of each  calendar
year and to require Superior to make adjustments in the management fees based on
the  Florida  Department's   consideration  of  the  performance  and  operating
percentage of Superior and other pertinent data.  There can be no assurance that
either the Indiana  Department or the Florida  Department will not in the future
require a reduction in these management fees.

                                       16
Control by Existing Shareholders

     G.  Gordon  Symons,  Chairman  of the Board of the  Company and SIG and the
father of Alan G. Symons,  President and Chief Executive  Officer of the Company
and Chief  Executive  Officer of SIG and Douglas H. Symons,  Vice  President and
Chief Operating Officer of the Company and President and Chief Operating Officer
of SIG, beneficially own in the aggregate approximately 53.5% of the outstanding
Common  Shares   (inclusive  of  Common  Shares   subject  to  stock   options).
Accordingly,  since G. Gordon  Symons and members of his family have the ability
to elect  the Board of  Directors  of the  Company,  they  have the  ability  to
effectively  control all of the Company's policy  decisions.  Third parties will
not be able to obtain control of the Company through  purchases of Common Shares
not owned by G. Gordon Symons and his family.

Potential Limitations on Ability to Raise Additional Capital

     The Company's failure to maintain ownership of at least 50% of SIG's voting
securities will expose the Company to a risk that it will be characterized as an
investment  company within the meaning of the Investment Company Act of 1940, as
amended (the "1940 Act"),  unless the Company's  remaining voting  securities of
SIG, together with any other investment securities,  represent not more than 40%
of the total assets of the Company on an  unconsolidated  basis.  In such event,
the  Company  would be  required  to  comply  with the  registration  and  other
requirements  of the 1940 Act, which would be  significantly  burdensome for the
Company.  This  constraint  makes it unlikely  that the Company  would approve a
stock  issuance  by SIG that  reduces  the  Company's  ownership  below  50% and
therefore  would  likely  limit the amount of  additional  capital  which can be
raised  by  SIG  through  the  issuance  of  voting   securities.   Among  other
consequences,  such a limit  could  affect  SIG's  ability  to raise  funds  for
acquisition opportunities which may become available to SIG or to GGS Holdings.

Conflicts of Interest

     Conflicts of interest  between the Company and SIG could arise with respect
to  business  dealings  between  them,   including  potential   acquisitions  of
businesses or properties, the issuance of additional securities, the election of
new or additional  directors and the payment of dividends by the Company. Of the
seven directors of the Company, five are current directors of SIG (three of whom
are members of the Symons  family).  The Company has not  instituted  any formal
plan or  arrangement to address  potential  conflicts of interest that may arise
between the Company and SIG.

     Conflicts  of  interest  similar to those  which  could  arise  between the
Company  and SIG could  also  arise  between  each of the  Company,  SIG and GGS
Holdings.  Alan G. Symons,  President and Chief Executive Officer of the Company
and Chief  Executive  Officer of SIG, and Douglas H. Symons,  Vice President and
Chief Operating Officer of the Company and President and Chief Operating Officer
of SIG, also serve as the Chief Executive  Officer and President,  and Executive
Vice President,  respectively,  of GGS Holdings.  Such  individuals have entered
into

                                       17
employment  agreements with GGS Holdings requiring them to devote  substantially
all of their  working  time and  attention  to the  business  and affairs of GGS
Holdings. Further, Alan G. Symons and certain other members of management of the
Company  have  received  options  to  purchase  shares  of  common  stock of GGS
Holdings.  In addition,  in the event that SIG does not continue to own at least
50% of  the  outstanding  voting  securities  of GGS  Holdings  and  the  voting
securities  of GGS Holdings  owned by SIG,  together  with any other  investment
securities,  represent over 40% of the total assets of SIG on an  unconsolidated
basis,  SIG will be  exposed  to a risk  that it would  be  characterized  as an
investment  company within the meaning of the 1940 Act. This  consideration will
limit the amount of additional  capital which can be raised through the issuance
by GGS Holdings of its voting securities.

Dependence on Key Personnel in Connection with Future Success

     The future success of the Company depends significantly upon the efforts of
certain key management  personnel  including G. Gordon  Symons,  Chairman of the
Board of the Company,  Alan G. Symons,  President and Chief Executive Officer of
the Company,  Douglas H. Symons,  Vice President and Chief Operating  Officer of
the  Company  and  President  and Chief  Executive  Officer of Pafco,  Dennis G.
Daggett,  President and Chief  Operating  Officer of IGF, and Roger C. Sullivan,
Jr., Executive Vice President of Superior. A loss of any of these officers could
adversely affect the Company's business.

Possible Liabilities Relating to Transactions

     Prior to the offering,  the Company entered into a number of  transactions,
including the Acquisition and certain other related transactions  (collectively,
the   "Transactions").   The   application  of  the  tax  laws  to  the  factual
circumstances relating to certain aspects of the Transactions is uncertain.  The
Company cannot predict with certainty whether or when any such liabilities might
arise.  Accordingly,  the Company's  results of operations in one or more future
periods could be materially  adversely  affected by liabilities  relating to the
Transactions.  The  Company  has  agreed to  indemnify  SIG  against  any of the
foregoing liabilities.

Trading of SIG Common Stock

     The market  price of the Common  Shares may be  significantly  affected  by
trading in the shares of Common Stock of SIG on the NASDAQ National Market since
SIG  currently  constitutes  a substantial  majority of the  consolidated  total
assets of the Company and contributes a substantial majority of the consolidated
net income of the Company. In addition,  factors such as quarterly variations in
the Company's financial results, announcements by the Company, SIG or others and
developments  affecting  the Company or SIG could cause the market  price of the
Common Shares to fluctuate significantly.

                                       18
Shares Eligible For Future Sale

     Sales of  substantial  amounts of Common  Shares in the public market could
adversely  affect  prevailing  market  prices for the common Shares and may also
affect the Company's  future ability to raise  additional  capital in the equity
markets at a time and a price favorable to the Company.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the offer and sale of Common
Shares by selling security holders pursuant to this Prospectus.

                         DETERMINATION OF OFFERING PRICE

     Common Shares offered  pursuant to this  Prospectus will be sold by certain
affiliates of the Company as determined by them in their discretion.

                 SELLING SECURITY HOLDERS; PLAN OF DISTRIBUTION

     The Common Shares  offered  pursuant to this  Prospectus  are being sold by
certain employees and directors of the Company, its subsidiaries and affiliates,
or other persons who have acquired, or will acquire, such shares under the Goran
Capital  Inc.  Share  Option  Plan.  The names of  employees or directors of the
Company and other persons who may be selling  shareholders from time to time are
listed  below.  The  shares  may be  sold  from  time  to  time  by the  selling
shareholders,  or by  pledgees,  donees,  transferees  or  other  successors  in
interest.  Such  sales  may  be  made  on  one  or  more  exchanges  or  in  the
over-the-counter  market, or otherwise at prices and at terms then prevailing or
at  prices  related  to  the  then  current  market  price,   or  in  negotiated
transactions.  The  shares  may be sold by one or more of the  following:  (a) a
block  trade in which the broker or dealer so engaged  will  attempt to sell the
shares as agent but may  position and resell a portion of the block as principal
to facilitate the transaction;  (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus;
(c) an exchange distribution in accordance with the rules of such exchange;  and
(d)  ordinary  brokerage  transactions  and  transactions  in which  the  broker
solicits  purchasers.  In  effecting  sales,  brokers or dealers  engaged by the
selling  shareholders  may arrange for other brokers or dealers to  participate.
Brokers  or  dealers  may  receive  compensation  in the  form  of  commissions,
discounts or concessions from selling  shareholders and/or the purchasers of the
Common Shares.  Such brokers or dealers and any other  participating  brokers or
dealers may be deemed to be "underwriters" within the meaning of the 1933 Act in
connection  with  such  sales.  In  addition,  any  securities  covered  by this
Prospectus  which  qualify for sale  pursuant to Rule 144 may be sold under Rule
144 other than pursuant to this Prospectus.

     Upon the Company being notified by a selling  shareholder that any material
arrangement  has been entered into with a  broker-dealer  for the sale of shares
through a block trade,  special  offering,  exchange  distribution  or secondary
distribution or a purchaser by a broker or dealer, a

                                       19
supplemented  prospectus  will be filed,  if  required,  pursuant to Rule 424(c)
under the 1933 Act, disclosing (i) the name of each such selling shareholder and
of the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or  incorporated  by  reference  in this  Prospectus  and (vi)  other  facts
material to the transaction.

     Under  applicable  rules and  regulations  under the 1934 Act,  any  person
engaged  in the  distribution  of the  Common  Shares  offered  hereby  may  not
simultaneously  engage in market  making  activities  with respect to the Common
Shares.  In  addition,   and  without  limiting  the  foregoing,   each  selling
shareholder  will be subject to  applicable  provisions  of the 1934 Act and the
rules and regulations  thereunder,  including,  without limitation,  Rule 10b-5,
which  provisions  may limit the  timing of  purchases  and sales of the  Common
Shares by the selling shareholder.

     The  Company  is  permitted  to  suspend  the  use of  this  Prospectus  in
connection  with sales of the Common Shares by holders during certain periods of
time under certain circumstances  relating to pending corporate developments and
public filings with the Commission and similar events. Expenses of preparing the
filing the  registration  statements and all  post-effective  amendments will be
borne by the Company. The following table sets forth information with respect to
certain of the selling shareholders.
Name of Selling                                                                                             Percentage of
Shareholder and                                        Number of               Common Stock to               Common Stock
Position With the                Shares              Shares Subject             be Owned After             Owned After the
Company                         Owned (1)              to Option              Exercise of Option          Exercise of Option
-----------------------      ---------------      --------------------      ----------------------      ----------------------
G. Gordon
Symons, Chairman                  2,506,609                   564,645                   2,506,609              39.3%
                                        (1a)
Alan G. Symons,
President, CEO,
Director                          598,227(2)                  208,297                     598,227               9.5%

Douglas H.
Symons, President,
COO and Director                  301,988(3)                  177,338                     301,988               4.7%

David L. Bates,
Vice President,
General Counsel
and Secretary                       7,916(4)                    6,919                       7,916          Less than 1%

Gary P.
Hutchcraft, Vice
President, CFO
and Treasurer                       3,450(5)                    3,000                       3,450          Less than 1%
20
Name of Selling                                                                                            Percentage of
Shareholder and                                       Number of               Common Stock to               Common Stock
Position With the               Shares              Shares Subject             be Owned After             Owned After the
Company                        Owned (1)              to Option              Exercise of Option          Exercise of Option
-----------------------      ---------------      --------------------      ----------------------      ----------------------
Bruce K. Dwyer,
Controller                        30,366(5a)                   26,166                      30,366          Less than 1%

Terry E. Diers,
Vice President,
Marketing, Pafco
General Insurance
Company                                1,500                    1,500                       1,500          Less than 1%

Nathan V. Wilson,
Assistant
Treasurer, Pafco
General Insurance
Company                                1,000                    1,000                       1,000          Less than 1%

Elizabeth Symons,
Employee, 
SIG-Florida                        27,467(6)                   17,400                      27,467          Less than 1%

Dennis G.
Daggett, President,
COO of IGF
Insurance
Company                            25,000(7)                   25,000                      25,000          Less than 1%

Thomas F.
Gowdy, Executive
Vice President,
IGF Insurance
Company                            23,000(7)                   23,000                      23,000          Less than 1%

Ronald Chapman,
General Manager,
SIG-Florida                            2,000                    2,000                       2,000          Less than 1%

John L. Mason,
Treasurer, IGF
Insurance
Company                             1,000(8)                    1,000                       1,000          Less than 1%

David B. Shapira,
Director                         103,000(8a)                    3,000                     103,000          1.6%

J. Ross Schofield,
Director                            6,800(5)                    3,000                       6,800          Less than 1%
21
Name of Selling                                                                                             Percentage of
Shareholder and                                        Number of               Common Stock to               Common Stock
Position With the                Shares              Shares Subject             be Owned After             Owned After the
Company                         Owned (1)              to Option              Exercise of Option          Exercise of Option
-----------------------      ---------------      --------------------      ----------------------      ----------------------
James G.
Torrance, Director                 4,000(9)                    2,000                       4,000           Less than 1%

John K.
McKeating,
Director                           2,000(9)                    2,000                       2,000           Less than 1%

Roger C. Sullivan,
Executive Vice
President, Superior
Insurance Company                  2,000(9)                    2,000                       2,000           Less than 1%
(1)  Includes  common  shares  subject  to  options,  some of which for  certain
     individuals have not yet vested and therefore are not exercisable within 60
     days of the date hereof,  although such shares are not "beneficially" owned
     within the meaning of Section 13(d) of the Exchange Act.
(1a) Includes  315,145  shares subject to currently  exercisable  stock options.
     Also includes 1,646,413 shares held by Symons  International Group, Ltd. of
     which Mr. Symons is the controlling  shareholder and 544,511 shares held by
     Vantage  Investment  Trust U/A,  March 15, 1993 of which Mr.  Symons is the
     income and principal beneficiary.
(2)  Includes 124,969 shares issuable upon exercise of options.
(3)  Includes 63,983 shares issuable upon exercise of options.
(4)  Includes 5,864 shares issuable upon exercise of options and 997 shares held
     in Mr. Bates' 401(k) account.
(5)  Includes 3,000 shares issuable upon exercise of options.
(5a) Includes 3,200 shares held in Mr.  Dwyer's  Registered  Retirement  Savings
     Plan.
(6)  Includes  8,367  shares  issuable  upon  exercise of options.  
(7)  Includes  22,000 shares  issuable  upon  exercise of options.  
(8)  Includes 1,000 shares issuable upon exercise of options.
(8a) Includes  3,000 shares  issuable  upon  exercise of options.  Also includes
     100,000 shares held by 400589  Ontario  Limited of which Mr. Shapira is the
     controlling shareholder.
(9)  Includes 2,000 shares issuable upon exercise of options.

     An aggregate of up to 1,069,265  shares of Common Shares may be offered and
sold pursuant to this Prospectus by the selling shareholders.

                                  LEGAL MATTERS

     The valid  issuance of the Common Shares  offered  hereby and certain other
legal  matters  will be passed  upon for the  Company by Smith  Lyons,  Toronto,
Canada.

                                     EXPERTS

     The consolidated balance sheets of the Company, as of December 31, 1996 and
1995 and the related consolidated statements of operations,  earnings (deficits)
and  changes  in cash  resources  and cash  flows  for each of the  years in the

                                       22
three-year  period  ended  December  31,  1996,  have been  examined by Schwartz
Levitsky Feldman,  independent chartered accountants.  Such financial statements
have been incorporated by reference herein and in the Registration  Statement in
reliance upon the reports with respect thereto of Schwartz  Levitsky Feldman and
upon the authority of said firm as experts in accounting and auditing.

  

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents are hereby incorporated by reference into this
Prospectus:

         (1)      The annual  report on Form 10-K of the  Company for the fiscal
                  year ended December 31, 1996, as amended by Forms 10-K/A filed
                  with the Commission on April 29, 1997 and May 19, 1997;

         (2)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Company since December 31, 1996; and

         (3)      The description of the capital stock of the Company  contained
                  in the Company'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  Company  with  the  Commission
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act 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 Prospectus and to be a part
thereof from the date they are filed.

                                       23
PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by  Part I of the  form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Goran Capital Inc. Share Option Plan (the "PLAN") as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the 1933 Act.  Such  document(s)  are not being  filed with the  Commission  but
constitute  (along with the documents  incorporated  by reference into this Form
S-8 Registration Statement (the "Registration  Statement") pursuant to Item 3 of
Part II hereof),  a prospectus  that meets the  requirements of Section 10(a) of
the 1933 Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (1)      The annual  report on Form 10-K of the  Company for the fiscal
                  year ended December 31, 1996, as amended by Forms 10-K/A filed
                  with the Commission on April 29, 1997 and May 19, 1997.

         (2)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Company since December 31, 1996.

         (3)      The description of the capital stock of the Company  contained
                  in the Company'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  Company  with  the  Commission
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act 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.

Item 4.  Description of Securities.

     Not applicable.

                                       S-1
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 Company shall indemnify a present or former director or officer of
the Company or a person who acts or acted at the Company's request as a director
or officer of another  corporation  of which the Company 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,  reasonably  incurred by him in respect of or in  connection  with any
civil, criminal or administrative  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  Company  and, in the case of a
criminal or  administrative  action or proceeding that is enforced by a monetary
penalty,  had reasonable  grounds for believing that his conduct was lawful. The
indemnification provisions of the Bylaws effectively provide for indemnification
to the  maximum  extent  permitted  by the Act and  generally  provide  that the
Company  will provide  indemnification  in every  circumstance  where the Act so
permits or requires.  The Company also  carries  director and officer  liability
insurance coverage.

Item 7.  Exemption from Registration Claimed.

     The Common Shares which were  acquired  prior to the date of filing of this
S-8 with the Commission to be reoffered  pursuant to the Reoffer Prospectus were
acquired  pursuant  to  options  granted  under  the  Plan in  transactions  not
involving any public offering.  Accordingly, such Common Shares were acquired in
private placements which were exempt from registration under Section 4(2) of the
1933 Act.

Item 8.  Exhibits.

     The exhibits  furnished with the Registration  Statement are listed on Page
E-6.

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 prospectus  required by Section
10(a)(3) of the 1933 Act; (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. Notwithstanding

                                       S-2
the foregoing,  any increase or decrease in volume of securities offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the low or high end 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% change in the maximum aggregate  offering
price set forth in the "Calculation of Registration  Fee" table in the effective
registration  statement;  (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 clauses (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
Registration  Statement;  (2) that, for the purpose of determining any liability
under the 1933 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  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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 1933 Act
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 1933 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  1933  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, 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
20th day of January, 1998.

                                         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,
as attorney-in-fact  for the undersigned,  in any and all capacities,  with full
power of  substitution,  to sign 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 of 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  purposes  as he might or could do in
person, 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 Chief
Alan G. Symons                      Executive Officer         January 20, 1998

                                       S-4
(2)  Principal Financial and Accounting Officer:

/s/ Gary P. Hutchcraft              Vice President and
Gary P. Hutchcraft                  Chief Financial Officer   January 20, 1998
                                    and Treasurer

(3)  The Board of Directors

/s/ G. Gordon Symons                Director                  January 20, 1998
G. Gordon Symons

/s/ Alan G. Symons                  Director                  January 20, 1998
Alan G. Symons

/s/ Douglas H. Symons               Director                  January 20, 1998
Douglas H. Symons

/s/ John K. McKeating               Director                  January 20, 1998
John K. McKeating

/s/ James G. Torrance               Director                  January 20, 1998
James G. Torrance

/s/ J. Ross Schofield               Director                  January 20, 1998
J. Ross Schofield

/s/ David B. Shapira                Director                  January 20, 1998
David B. Shapira

                                       S-5
INDEX TO EXHIBITS

Exhibit No.    Description

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

10.20          Goran Capital Inc. Share Option Plan*

23.1           Consent of Schwarz Levitsky Feldman

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

23.3           Consent of Coopers & Lybrand, LLP

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-6