THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO
                         RULE 901(d)OF REGULATION S-T.
<PAGE>


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1996.
                              REGISTRATION NO. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                               INTEGON CORPORATION
             (Exact name of registrant, as specified in its charter)

Delaware                                           13-3559471
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                    Identification No.)

                              500 West Fifth Street
                       Winston-Salem, North Carolina 27152
                                 (910) 770-2000
                    (Address of principal executive offices)
                           --------------------------

                               INTEGON CORPORATION
            OMNIBUS LONG-TERM PERFORMANCE INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)
                           --------------------------

                                  JOHN B. YORKE
             Vice President, Corporate General Counsel and Secretary
                               Integon Corporation
                              500 West Fifth Street
                       Winston-Salem, North Carolina 27152
                     (Name and address of agent for service)
                                 (910) 770-2000
          (Telephone number, including area code, of agent for service)
                         --------------------------
<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
<S>                              <C>                      <C>                        <C>                      <C>
- ------------------------------   ----------------------   ------------------------   ----------------------   ---------------------
  Title of securities            Amount to be             Proposed maximum           Proposed maximum              Amount of
    to be registered             registered               offering price per         aggregate offering       registration fee
                                                                share*                      price*
- ------------------------------   ----------------------   ------------------------   ----------------------   ---------------------
 Common Shares                    1,000,000 (1)                $ 17.75                   $ 17,750,000             $ 6,120.69
 ($.01 par value)
- ------------------------------   ----------------------   ------------------------   ----------------------   ---------------------
</TABLE>
 *     Estimated  solely for the purpose of calculating the registration fee and
       computed in accordance  with Rule  457(h)(1)  under the Securities Act of
       1933,  based  upon the  average  of the high and low price for  shares of
       Common Stock of the Registrant as reported on the New York Stock Exchange
       composite tape on May 9, 1996.

 (1)   Consists of 1,000,000 shares reserved for issuance pursuant to the
       Integon Corporation Omnibus Long-Term Performance Incentive Compensation
       Plan. This registration statement also relates to such indeterminate
       number of additional shares of Common Stock of Integon Corporation as may
       be issuable as a result of stock  splits,  stock  dividends or additional
       similar transactions.
 ===============================================================================

                       This filing contains 12 pages. The
                          exhibit index is on page 8.

<PAGE>


                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

      The information specified in Item 1 will be sent or given to employees and
nonemployee  directors as specified in Rule  428(b)(1) and is not required to be
filed as part of this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

      The information specified in Item 2 will be sent or given to employees and
nonemployee  directors as specified in Rule  428(b)(1) and is not required to be
filed as part of this Registration Statement.


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

      The  following  documents  heretofore  filed by Integon  Corporation  (the
"Corporation")  with the Securities and Exchange  Commission (the  "Commission")
are incorporated herein by reference:

                  (a) Annual Report on Form 10-K for the year ended December
                      31, 1995;

                  (b) All other reports filed pursuant to Section 13 or 15(d) of
the Securities  and Exchange Act of 1934, as amended (the "Exchange  Act") since
the end of the fiscal year covered by the Annual Report on Form 10-K referred to
in (a) above; and

                  (c) The description of the  Corporation's  Common Stock,  $.01
par value,  contained in the  Corporation's  Registration  Statement on Form 8-A
dated  January 31, 1992,  as amended by Amendment No. 1 thereto on Form 8, dated
February 6, 1992,  and as further  amended by Amendment No. 2 thereto on Form 8,
dated February 10, 1993,  and including any other  amendment or report filed for
the purpose of updating such description.

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

                                      -2-
<PAGE>


Item 4.  Description of Securities

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not Applicable.

Item 6.  Indemnification of Directors and Officers.

      Section  145(a) of the  General  Corporation  Law of the State of Delaware
(the  "General  Corporation  Law")  provides  that a  Delaware  corporation  may
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the  right  of the  corporation)  by  reason  of the  fact  that  he is or was a
director,  officer, employee or agent of the corporation or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation  or  enterprise,  against  expenses,  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
cause to believe his conduct was unlawful.

      Section  145(b)  provides  that a Delaware  corporation  may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably  incurred by him in connection  with the defense or settlement of
such  action  or  suit if he  acted  under  similar  standards,  except  that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation  unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to be  indemnified  for such expenses which the court shall
deem proper.

      Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified  party may be entitled;  and that the  corporation  may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any  liability  asserted  against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation  would have the
power to indemnify him against such liabilities under Section 145.

      Section  102(b)(7)  of  the  General   Corporation  Law  provides  that  a
corporation in its original certificate of incorporation or an amendment thereto
validly  approved by stockholders  may eliminate or limit personal  liability of
members of its board of directors  or governing  body for breach of a director's
fiduciary duty.  However, no such provision may eliminate or limit the liability
of a director for breaching  his duty of loyalty,  failing to act in good faith,
engaging in  intentional  misconduct  or  knowingly  violating  a law,  paying a
dividend or  approving a stock  repurchase  which was  illegal,  or obtaining an
improper  personal  benefit.  A  provision  of this  type has no  effect  on the
availability of equitable remedies, such as

                                      -3-
<PAGE>
injunction or rescission,  for breach of fiduciary duty. The  Corporation's
Restated  Certificate of Incorporation contains such a provision.

      The  Corporation's  Bylaws provide that the  Corporation  shall  indemnify
officers and directors,  and to the extent authorized by the Board of Directors,
employees and agents of the Corporation,  to the full extent permitted by and in
the manner permissible under the laws of the State of Delaware.  The Bylaws also
permit the Board of  Directors  to  authorize  the  Corporation  to purchase and
maintain insurance against any liability asserted against any director, officer,
employee or agent of the Corporation arising out of his capacity as such.

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits

      The following  exhibits are filed as part of this  Registration  Statement
or, where so indicated,  have been previously filed and are incorporated  herein
by reference.
<TABLE>
<CAPTION>
                                                                           Filed Herewith(*),
                                                                         Nonapplicable (NA), or
                                                                      Incorporated by Reference from
                                                                      ----------------------------
<S>                                                          <C>                <C>
    Exhibit                                                   Exhibit            Integon
    Number                                                                    Registration No.
                                                                                 or Report
- -----------------------------------------------------------------------------------------------
    4.1   Restated Certificate of Incorporation of               4.1             33-58022
           the Corporation
    4.2   Bylaws of the Corporation, as amended                  4.2             33-93744
    4.3   Specimen Common Stock Certificate                      4.1             33-42463
    4.4   Indenture dated as of August 15, 1992                  4.2             33-54676
           between the Corporation and The First
           National  Bank  of  Chicago,  as  Trustee,
           relating to the Corporation's 8% Senior
           Notes due 1999, including form of such Notes

    4.5   Indenture dated October 15, 1994 between               4.2            1994 Third
           the Corporation and the First National                               Quarter Form
           Bank of Chicago, as Trustee, relating to                             10-Q
           the Corporation's 9 1/2% Senior Notes due 2001

    4.6   Certificate of Designation of the                      4.1            1994 Third
           Corporation's $3.875 Convertible Preferred                           Quarter Form
           Stock                                                                10-Q

</TABLE>

                                      -4-
<PAGE>
<TABLE>
<CAPTION>



<S>                                                         <C>                 <C>
     Exhibit                                                 Exhibit                Integon
      Number                                                                    Registration No.
                                                                                    or Report
- ---------------------------------------------------------------------------------------------------------------
      4.7   Specimen $3.875 Convertible Preferred               4.5                  33-91896
             Stock Certificate

      5.1   Opinion of Robinson, Bradshaw & Hinson,               *                   NA
             P.A. regarding Legality of Securities

     23.1   Consent of Deloitte & Touche LLP                     *                   NA

     24.1   Powers of Attorney for the directors                 *                   NA
             signing this registration statement

     28.1   Information from reports furnished to             28.1              1995 Form 10-K
             state insurance regulatory authorities
</TABLE>

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 Securities Act
                                    of 1933 (the "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;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

         provided,  however,  that  paragraphs  (i) and (ii) do not apply if the
         information required to be included in the post-effective  amendment by
         those  paragraphs  is  contained in periodic  reports  filed by Integon
         pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
         incorporated by reference in the registration statement.


                                      -5-
<PAGE>

                  (2) That, for the purpose of determining  any liability  under
         the Act, each such post-effective amendment shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the 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 Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification by the Registrant is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                      -6-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Act, 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
Winston-Salem, North Carolina, on the 10th day of May, 1996.


                               INTEGON CORPORATION


                             By: /s/ James T. Lambie
                         -------------------------------
                                 James T. Lambie
                      President and Chief Executive Officer
                          (Principal Executive Officer)


         Pursuant to the  requirements of the Act, this  Registration  Statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.
<TABLE>
<CAPTION>


<S>                              <C>                                       <C>
          SIGNATURE                       TITLE                                 DATE
- ------------------------         -------------------------------           ------------

/s/ James T. Lambie             President and Chief Executive Officer      May 10, 1996
- ------------------------        (Principal Executive Officer)
     James T. Lambie                 and Director


/s/ Donald. F. McKee             Senior Vice President of                  May 10, 1996
- ------------------------         Finance and Administration,
     Donald F. McKee               Chief Financial Officer
                                 (Principal Financial Officer)

    LESTER L. COLEMAN*                     Director                        May 10, 1996
     JOHN C HEAD III*                      Director                        May 10, 1996
    CHARLES H. JAMISON*                    Director                        May 10, 1996
     JOHN B. McKINNON*                     Director                        May 10, 1996
 FREDERICK B. WHITTEMORE*                  Director                        May 10, 1996


*By: /s/ James T. Lambie           As attorney-in-fact for                 May 10, 1996
- ------------------------           the above-named
     James T. Lambie               directors pursuant to
                                   powers of attorney duly
                                   executed by such persons

</TABLE>

                                      -7-
<PAGE>


                                                 INDEX TO EXHIBITS
<TABLE>
<CAPTION>

<S>               <C>                                                           <C>
                                                                                 SEQUENTIALLY
                                                                                 NUMBERED PAGE
                                                                                 UPON WHICH
EXHIBIT           DESCRIPTION                                                    EXHIBIT APPEARS
- ----------------- ------------------------------------------------- -------------------------------

    4.1           Restated Certificate of Incorporation of the                             NA
                  Corporation

    4.2           Bylaws of the Corporation, as amended                                    NA

    4.3           Specimen Common Stock Certificate                                        NA

    4.4           Indenture dated as of August 15, 1992 between                            NA
                  the  Corporation  and The First  National Bank of Chicago,  as
                  Trustee,  relating to the  Corporation's  8% Senior  Notes due
                  1999, including form of such Notes

    4.5           Indenture dated October 15, 1994 between the                             NA
                  Corporation  and  the  First  National  Bank  of  Chicago,  as
                  Trustee, relating to the Corporation's 9 1/2% Senior Notes due
                  2001

    4.6           Certificate of Designation of the Corporation's                          NA
                  Preferred Stock

    4.7           Specimen $3.875 Convertible Preferred Stock                              NA
                  Certificate

    5.1           Opinion of Robinson, Bradshaw & Hinson, P.A.                           9-10
                  regarding Legality of Securities

   23.1           Consent of Deloitte & Touche LLP                                         11

   24.1           Powers of Attorney for the directors signing                             12
                  this registration statement

   28.1           Information from reports furnished to state                              NA
                  insurance regulatory authorities

</TABLE>

                                      -8-
<PAGE>
                                                                     EXHIBIT 5.1
                       ROBINSON, BRADSHAW & HINSON, P.A.
                                ATTORNEYS AT LAW

Stephen M. Lynch         101 NORTH TRYON STREET, SUITE 1900
  (704) 377-8355         CHARLOTTE, NORTH CAROLINA  28246
                              TELEPHONE (704) 377-2536
                              FAX (704) 378-4000


                                   May 9, 1996


Integon Corporation
500 West Fifth Street
Winston-Salem, North Carolina  27152


Ladies and Gentlemen:


     We refer to the Registration  Statement of Integon Corporation,  a Delaware
corporation  (hereinafter  referred to as the  "Company"),  to be filed with the
Securities  and Exchange  Commission  for the purpose of  registering  under the
Securities  Act of 1933, as amended,  1,000,000  shares of the Company's  Common
Stock,  par value $.01 per share (the "Shares"),  in connection with The Integon
Corporation Long-term  Performance Incentive  Compensation Plan (the "Plan"). We
have  examined the Restated  Certificate  of  Incorporation  and the Bylaws,  as
amended, of the Company,  resolutions adopted by written consent of the Board of
Directors of the Company,  and other Company  records,  together with applicable
certificates  of  public  officials  and  other  documents  that we have  deemed
relevant.

     Based upon the foregoing and subject to the conditions set forth below,  it
is our  opinion  that the  Shares,  if and when  originally  issued  and sold as
contemplated by the Registration Statement and in accordance with the Plan, will
be legally issued, fully paid and nonassessable.

     We have assumed that the Company and those  participants  acquiring  Shares
under the Plan will have complied with the relevant requirements of the Plan and
that the Board of Directors of the Company shall determine in each instance that
the  value of  services  rendered  by  participants  in  consideration  of their
participation  in the Plan  shall  equal or exceed  the par value of the  Shares
issued.
                                      -9-
<PAGE>
Integon Corporation
May 9, 1996
Page 2
________________________


     The opinions  expressed  herein are contingent upon the Company's  Restated
Certificate of  Incorporation  and Bylaws not being further amended prior to the
issuance of the Shares.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to said
Registration  Statement.  In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities Act of 1933.

     This  opinion  is limited to the  General  Corporation  Law of the State of
Delaware,  and we express no opinion with respect to the laws of any other state
or jurisdiction.
                                   Very truly yours,

                                   ROBINSON, BRADSHAW & HINSON, P.A.

                                   /s/ Stephen M. Lynch
                                   ---------------------
                                   Stephen M. Lynch

SML
                                      -10-
<PAGE>
                                                                    EXHIBIT 23.1


                         INDEPENDENT AUDITORS' CONSENT

Integon Corporation
Winston-Salem, North Carolina

     We consent to the incorporation by reference in this Registration Statement
of  Integon  Corporation  on Form S-8 of our  reports  dated  February  1, 1996,
appearing in and  incorporated  by refernce in the Annual Report on Form 10-K of
Integon Corporation for the year ended December 31, 1995.



/s/  Deloitte & Touche LLP
- ----------------------------
Winston-Salem, North Carolina
May 9, 1996

                                      -11-
<PAGE>
                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that each of the undersigned,  in his capacity as
a director of Integon  Corporation (the "Company"),  does hereby  constitute and
appoint James T. Lambie and John B. Yorke, and each of them, severally, his true
and lawful attorney or attorneys-in-fact with or without the other and with full
power of  substitution  and  resubstitution,  to execute in his name,  place and
stead, in his capacity as a director of the Company, the Company's  registration
statement on Form S-8 relating to the Company's  Omnibus  Long-Term  Performance
Incentive  Compensation  Plan  and  any  and  all  amendments  thereto  as  said
attorneys-in-fact  or  either  of them  shall  deem  necessary  or  appropriate,
together  with all exhibits and other  documents  and  instruments  necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed   with   the   Securities   and   Exchange   Commission.   Each   of  said
attorneys-in-fact  shall have full power and  authority to do and perform in the
name and on  behalf of the  undersigned,  in any and all  capacities,  every act
whatsoever necessary or desirable in connection with such registration statement
on Form S-8, as fully and for all intents and purposes as the undersigned  might
or could do in person,  the undersigned  hereby ratifying and approving the acts
of said attorneys-in-fact and each of them.

IN WITNESS WHEREOF,  each of the undersigned has executed this Power Of Attorney
this 10 th day of May, 1996.



   /s/        John C Head III
   ------------------------------
              John C Head III



   /s/       Lester L. Coleman
   ------------------------------
             Lester L. Coleman



   /s/     Charles H. Jamison
   ------------------------------
           Charles H. Jamison



   /s/       John B. McKinnon
   ------------------------------
             John B. McKinnon



   /s/   Frederick B. Whittemore
   ------------------------------
         Frederick B. Whittemore


                                      -12-
[{"type": "S-8", "sequence": "1", "description": "INTEGON CORPORATION REGISTRATION STATEMENT", "secsgml_size_bytes": 30614}]
{"company-data": {"conformed-name": "INTEGON CORP /DE/", "cik": "0000878660", "assigned-sic": "6331", "irs-number": "133559471", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03425", "film-number": "96559100"}, "business-address": {"street1": "500 W FIFTH ST", "city": "WINSTON SALEM", "state": "NC", "zip": "27152", "phone": "9107702000"}, "mail-address": {"street1": "500 W FIFTH STREET", "street2": "500 W FIFTH STREET", "city": "WINSTON SALEM", "state": "NC", "zip": "27152"}}
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO
                         RULE 901(d)OF REGULATION S-T.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1996.
                              REGISTRATION NO. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                               INTEGON CORPORATION
             (Exact name of registrant, as specified in its charter)

Delaware                                           13-3559471
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                    Identification No.)

                              500 West Fifth Street
                       Winston-Salem, North Carolina 27152
                                 (910) 770-2000
                    (Address of principal executive offices)
                           --------------------------

                               INTEGON CORPORATION
            OMNIBUS LONG-TERM PERFORMANCE INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)
                           --------------------------

                                  JOHN B. YORKE
             Vice President, Corporate General Counsel and Secretary
                               Integon Corporation
                              500 West Fifth Street
                       Winston-Salem, North Carolina 27152
                     (Name and address of agent for service)
                                 (910) 770-2000
          (Telephone number, including area code, of agent for service)
                         --------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------   ----------------------   ------------------------   ----------------------   ---------------------
  Title of securities            Amount to be             Proposed maximum           Proposed maximum              Amount of
    to be registered             registered               offering price per         aggregate offering       registration fee
                                                                share*                      price*
- ------------------------------   ----------------------   ------------------------   ----------------------   ---------------------
 Common Shares                    1,000,000 (1)                $ 17.75                   $ 17,750,000             $ 6,120.69
 ($.01 par value)
- ------------------------------   ----------------------   ------------------------   ----------------------   ---------------------
*     Estimated  solely for the purpose of calculating the registration fee and
       computed in accordance  with Rule  457(h)(1)  under the Securities Act of
       1933,  based  upon the  average  of the high and low price for  shares of
       Common Stock of the Registrant as reported on the New York Stock Exchange
       composite tape on May 9, 1996.

 (1)   Consists of 1,000,000 shares reserved for issuance pursuant to the
       Integon Corporation Omnibus Long-Term Performance Incentive Compensation
       Plan. This registration statement also relates to such indeterminate
       number of additional shares of Common Stock of Integon Corporation as may
       be issuable as a result of stock  splits,  stock  dividends or additional
       similar transactions.
 ===============================================================================

                       This filing contains 12 pages. The
                          exhibit index is on page 8.
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

      The information specified in Item 1 will be sent or given to employees and
nonemployee  directors as specified in Rule  428(b)(1) and is not required to be
filed as part of this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

      The information specified in Item 2 will be sent or given to employees and
nonemployee  directors as specified in Rule  428(b)(1) and is not required to be
filed as part of this Registration Statement.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

      The  following  documents  heretofore  filed by Integon  Corporation  (the
"Corporation")  with the Securities and Exchange  Commission (the  "Commission")
are incorporated herein by reference:

                  (a) Annual Report on Form 10-K for the year ended December
                      31, 1995;

                  (b) All other reports filed pursuant to Section 13 or 15(d) of
the Securities  and Exchange Act of 1934, as amended (the "Exchange  Act") since
the end of the fiscal year covered by the Annual Report on Form 10-K referred to
in (a) above; and

                  (c) The description of the  Corporation's  Common Stock,  $.01
par value,  contained in the  Corporation's  Registration  Statement on Form 8-A
dated  January 31, 1992,  as amended by Amendment No. 1 thereto on Form 8, dated
February 6, 1992,  and as further  amended by Amendment No. 2 thereto on Form 8,
dated February 10, 1993,  and including any other  amendment or report filed for
the purpose of updating such description.

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

                                      -2-
Item 4.  Description of Securities

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not Applicable.

Item 6.  Indemnification of Directors and Officers.

      Section  145(a) of the  General  Corporation  Law of the State of Delaware
(the  "General  Corporation  Law")  provides  that a  Delaware  corporation  may
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the  right  of the  corporation)  by  reason  of the  fact  that  he is or was a
director,  officer, employee or agent of the corporation or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation  or  enterprise,  against  expenses,  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
cause to believe his conduct was unlawful.

      Section  145(b)  provides  that a Delaware  corporation  may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably  incurred by him in connection  with the defense or settlement of
such  action  or  suit if he  acted  under  similar  standards,  except  that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation  unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to be  indemnified  for such expenses which the court shall
deem proper.

      Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified  party may be entitled;  and that the  corporation  may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any  liability  asserted  against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation  would have the
power to indemnify him against such liabilities under Section 145.

      Section  102(b)(7)  of  the  General   Corporation  Law  provides  that  a
corporation in its original certificate of incorporation or an amendment thereto
validly  approved by stockholders  may eliminate or limit personal  liability of
members of its board of directors  or governing  body for breach of a director's
fiduciary duty.  However, no such provision may eliminate or limit the liability
of a director for breaching  his duty of loyalty,  failing to act in good faith,
engaging in  intentional  misconduct  or  knowingly  violating  a law,  paying a
dividend or  approving a stock  repurchase  which was  illegal,  or obtaining an
improper  personal  benefit.  A  provision  of this  type has no  effect  on the
availability of equitable remedies, such as

                                      -3-
injunction or rescission,  for breach of fiduciary duty. The  Corporation's
Restated  Certificate of Incorporation contains such a provision.

      The  Corporation's  Bylaws provide that the  Corporation  shall  indemnify
officers and directors,  and to the extent authorized by the Board of Directors,
employees and agents of the Corporation,  to the full extent permitted by and in
the manner permissible under the laws of the State of Delaware.  The Bylaws also
permit the Board of  Directors  to  authorize  the  Corporation  to purchase and
maintain insurance against any liability asserted against any director, officer,
employee or agent of the Corporation arising out of his capacity as such.

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits

      The following  exhibits are filed as part of this  Registration  Statement
or, where so indicated,  have been previously filed and are incorporated  herein
by reference.
Filed Herewith(*),
                                                                         Nonapplicable (NA), or
                                                                      Incorporated by Reference from
                                                                      ----------------------------
Exhibit                                                   Exhibit            Integon
    Number                                                                    Registration No.
                                                                                 or Report
- -----------------------------------------------------------------------------------------------
    4.1   Restated Certificate of Incorporation of               4.1             33-58022
           the Corporation
    4.2   Bylaws of the Corporation, as amended                  4.2             33-93744
    4.3   Specimen Common Stock Certificate                      4.1             33-42463
    4.4   Indenture dated as of August 15, 1992                  4.2             33-54676
           between the Corporation and The First
           National  Bank  of  Chicago,  as  Trustee,
           relating to the Corporation's 8% Senior
           Notes due 1999, including form of such Notes

    4.5   Indenture dated October 15, 1994 between               4.2            1994 Third
           the Corporation and the First National                               Quarter Form
           Bank of Chicago, as Trustee, relating to                             10-Q
           the Corporation's 9 1/2% Senior Notes due 2001

    4.6   Certificate of Designation of the                      4.1            1994 Third
           Corporation's $3.875 Convertible Preferred                           Quarter Form
           Stock                                                                10-Q
-4-
Exhibit                                                 Exhibit                Integon
      Number                                                                    Registration No.
                                                                                    or Report
- ---------------------------------------------------------------------------------------------------------------
      4.7   Specimen $3.875 Convertible Preferred               4.5                  33-91896
             Stock Certificate

      5.1   Opinion of Robinson, Bradshaw & Hinson,               *                   NA
             P.A. regarding Legality of Securities

     23.1   Consent of Deloitte & Touche LLP                     *                   NA

     24.1   Powers of Attorney for the directors                 *                   NA
             signing this registration statement

     28.1   Information from reports furnished to             28.1              1995 Form 10-K
             state insurance regulatory authorities
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 Securities Act
                                    of 1933 (the "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;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

         provided,  however,  that  paragraphs  (i) and (ii) do not apply if the
         information required to be included in the post-effective  amendment by
         those  paragraphs  is  contained in periodic  reports  filed by Integon
         pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
         incorporated by reference in the registration statement.

                                      -5-
(2) That, for the purpose of determining  any liability  under
         the Act, each such post-effective amendment shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the 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 Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification by the Registrant is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                      -6-
SIGNATURES

         Pursuant to the requirements of the Act, 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
Winston-Salem, North Carolina, on the 10th day of May, 1996.

                               INTEGON CORPORATION

                             By: /s/ James T. Lambie
                         -------------------------------
                                 James T. Lambie
                      President and Chief Executive Officer
                          (Principal Executive Officer)

         Pursuant to the  requirements of the Act, this  Registration  Statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.
SIGNATURE                       TITLE                                 DATE
- ------------------------         -------------------------------           ------------

/s/ James T. Lambie             President and Chief Executive Officer      May 10, 1996
- ------------------------        (Principal Executive Officer)
     James T. Lambie                 and Director

/s/ Donald. F. McKee             Senior Vice President of                  May 10, 1996
- ------------------------         Finance and Administration,
     Donald F. McKee               Chief Financial Officer
                                 (Principal Financial Officer)

    LESTER L. COLEMAN*                     Director                        May 10, 1996
     JOHN C HEAD III*                      Director                        May 10, 1996
    CHARLES H. JAMISON*                    Director                        May 10, 1996
     JOHN B. McKINNON*                     Director                        May 10, 1996
 FREDERICK B. WHITTEMORE*                  Director                        May 10, 1996

*By: /s/ James T. Lambie           As attorney-in-fact for                 May 10, 1996
- ------------------------           the above-named
     James T. Lambie               directors pursuant to
                                   powers of attorney duly
                                   executed by such persons
-7-
INDEX TO EXHIBITS
SEQUENTIALLY
                                                                                 NUMBERED PAGE
                                                                                 UPON WHICH
EXHIBIT           DESCRIPTION                                                    EXHIBIT APPEARS
- ----------------- ------------------------------------------------- -------------------------------

    4.1           Restated Certificate of Incorporation of the                             NA
                  Corporation

    4.2           Bylaws of the Corporation, as amended                                    NA

    4.3           Specimen Common Stock Certificate                                        NA

    4.4           Indenture dated as of August 15, 1992 between                            NA
                  the  Corporation  and The First  National Bank of Chicago,  as
                  Trustee,  relating to the  Corporation's  8% Senior  Notes due
                  1999, including form of such Notes

    4.5           Indenture dated October 15, 1994 between the                             NA
                  Corporation  and  the  First  National  Bank  of  Chicago,  as
                  Trustee, relating to the Corporation's 9 1/2% Senior Notes due
                  2001

    4.6           Certificate of Designation of the Corporation's                          NA
                  Preferred Stock

    4.7           Specimen $3.875 Convertible Preferred Stock                              NA
                  Certificate

    5.1           Opinion of Robinson, Bradshaw & Hinson, P.A.                           9-10
                  regarding Legality of Securities

   23.1           Consent of Deloitte & Touche LLP                                         11

   24.1           Powers of Attorney for the directors signing                             12
                  this registration statement

   28.1           Information from reports furnished to state                              NA
                  insurance regulatory authorities
-8-
EXHIBIT 5.1
                       ROBINSON, BRADSHAW & HINSON, P.A.
                                ATTORNEYS AT LAW

Stephen M. Lynch         101 NORTH TRYON STREET, SUITE 1900
  (704) 377-8355         CHARLOTTE, NORTH CAROLINA  28246
                              TELEPHONE (704) 377-2536
                              FAX (704) 378-4000

                                   May 9, 1996

Integon Corporation
500 West Fifth Street
Winston-Salem, North Carolina  27152

Ladies and Gentlemen:

     We refer to the Registration  Statement of Integon Corporation,  a Delaware
corporation  (hereinafter  referred to as the  "Company"),  to be filed with the
Securities  and Exchange  Commission  for the purpose of  registering  under the
Securities  Act of 1933, as amended,  1,000,000  shares of the Company's  Common
Stock,  par value $.01 per share (the "Shares"),  in connection with The Integon
Corporation Long-term  Performance Incentive  Compensation Plan (the "Plan"). We
have  examined the Restated  Certificate  of  Incorporation  and the Bylaws,  as
amended, of the Company,  resolutions adopted by written consent of the Board of
Directors of the Company,  and other Company  records,  together with applicable
certificates  of  public  officials  and  other  documents  that we have  deemed
relevant.

     Based upon the foregoing and subject to the conditions set forth below,  it
is our  opinion  that the  Shares,  if and when  originally  issued  and sold as
contemplated by the Registration Statement and in accordance with the Plan, will
be legally issued, fully paid and nonassessable.

     We have assumed that the Company and those  participants  acquiring  Shares
under the Plan will have complied with the relevant requirements of the Plan and
that the Board of Directors of the Company shall determine in each instance that
the  value of  services  rendered  by  participants  in  consideration  of their
participation  in the Plan  shall  equal or exceed  the par value of the  Shares
issued.
                                      -9-
Integon Corporation
May 9, 1996
Page 2
________________________

     The opinions  expressed  herein are contingent upon the Company's  Restated
Certificate of  Incorporation  and Bylaws not being further amended prior to the
issuance of the Shares.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to said
Registration  Statement.  In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities Act of 1933.

     This  opinion  is limited to the  General  Corporation  Law of the State of
Delaware,  and we express no opinion with respect to the laws of any other state
or jurisdiction.
                                   Very truly yours,

                                   ROBINSON, BRADSHAW & HINSON, P.A.

                                   /s/ Stephen M. Lynch
                                   ---------------------
                                   Stephen M. Lynch

SML
                                      -10-
EXHIBIT 23.1

                         INDEPENDENT AUDITORS' CONSENT

Integon Corporation
Winston-Salem, North Carolina

     We consent to the incorporation by reference in this Registration Statement
of  Integon  Corporation  on Form S-8 of our  reports  dated  February  1, 1996,
appearing in and  incorporated  by refernce in the Annual Report on Form 10-K of
Integon Corporation for the year ended December 31, 1995.

/s/  Deloitte & Touche LLP
- ----------------------------
Winston-Salem, North Carolina
May 9, 1996

                                      -11-
EXHIBIT 24.1

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned,  in his capacity as
a director of Integon  Corporation (the "Company"),  does hereby  constitute and
appoint James T. Lambie and John B. Yorke, and each of them, severally, his true
and lawful attorney or attorneys-in-fact with or without the other and with full
power of  substitution  and  resubstitution,  to execute in his name,  place and
stead, in his capacity as a director of the Company, the Company's  registration
statement on Form S-8 relating to the Company's  Omnibus  Long-Term  Performance
Incentive  Compensation  Plan  and  any  and  all  amendments  thereto  as  said
attorneys-in-fact  or  either  of them  shall  deem  necessary  or  appropriate,
together  with all exhibits and other  documents  and  instruments  necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed   with   the   Securities   and   Exchange   Commission.   Each   of  said
attorneys-in-fact  shall have full power and  authority to do and perform in the
name and on  behalf of the  undersigned,  in any and all  capacities,  every act
whatsoever necessary or desirable in connection with such registration statement
on Form S-8, as fully and for all intents and purposes as the undersigned  might
or could do in person,  the undersigned  hereby ratifying and approving the acts
of said attorneys-in-fact and each of them.

IN WITNESS WHEREOF,  each of the undersigned has executed this Power Of Attorney
this 10 th day of May, 1996.

   /s/        John C Head III
   ------------------------------
              John C Head III

   /s/       Lester L. Coleman
   ------------------------------
             Lester L. Coleman

   /s/     Charles H. Jamison
   ------------------------------
           Charles H. Jamison

   /s/       John B. McKinnon
   ------------------------------
             John B. McKinnon

   /s/   Frederick B. Whittemore
   ------------------------------
         Frederick B. Whittemore

                                      -12-