REGISTRATION NO.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                              ____________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ____________________________
                            ORION CAPITAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               Delaware                                   95-6069054
  (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                 Identification Number)

  9 Farm Springs Road, Farmington, Connecticut              06032-2504
   (Address of Principal Executive Offices)                   (Zip Code)

                            Orion Capital Corporation
                              Equity Incentive Plan
                              (Full Title of Plan)

                                 John J. McCann
                Executive Vice President and Chief Legal Officer
                            Orion Capital Corporation
                               9 Farm Springs Road
                       Farmington, Connecticut 06032-2504
                     (Name and Address of Agent for Service)
                                 (860) 674-6600
          (Telephone Number, Including Area Code, of Agent of Service)
               ___________________________________________________

                         CALCULATION OF REGISTRATION FEE


---------------- -------------- ---------------- ------------------ ------------
    Title of                    Proposed Maximum Proposed Maximum   Amount of
Securities to be Amount to be   Offering Price   Aggregate Offering Registration
   Registered    Registered (1) Per Share (2)        Price          Fee   
                                                                      
---------------- -------------- ---------------- ------------------ ------------
Common Stock,      1,400,000        $58.031        $81,243,750       $23,966.91
$1.00 par value
per share
---------------- -------------- ---------------- ------------------ ------------


(1)   The  1,400,000  shares of Common  Stock  being  registered  hereby will be
      issuable from time to time by Orion Capital Corporation (the "Company") to
      employees participating in the Company's Equity Incentive Plan. In
      addition to the 1,400,000 shares of Common stock indicated above,
      pursuant to Rule 416 under the Securities Act of 1933, as amended (the 
      "Securities  Act"),
      this Registration  Statement also covers an indeterminate number of shares
      of Common  Stock  which  may be  issuable  as a result  of anti-  dilution
      adjustments  made under the Company's Equity Incentive Plan and
      pursuant to the Company's stockholder rights plan.

(2)   The maximum  offering  price per share used to calculate the  registration
      fee with respect to the 1,400,000  shares of Common Stock  issuable  under
      the Company's Equity Incentive Plan was estimated  pursuant to Rule 457(h)
      under the  Securities Act using the average of the high and low prices per
      share of the Common Stock  reported on the New York Stock Exchange on July
      9, 1998.

                                             -1-


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


      Pursuant  to Rule  428(b)(1)  under  the  Securities  Act,  the  documents
containing the information specified in Part I of Form S-8 will be sent or given
to each participant in the Orion Capital  Corporation Equity Incentive Plan (the
"Plan").  These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant to Item 3 of Part II hereof,  taken  together,
constitute the Section 10(a) Prospectus.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.               Incorporation of Documents by Reference

      The documents listed below are incorporated by reference  herein,  and all
documents  subsequently  filed  by  Orion  Capital  Corporation   ("Registrant")
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   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 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 shall be deemed
to be modified or  superseded  to the extent that a statement  contained in this
Registration Statement or in any other subsequently filed document which also is
incorporated or deemed to be  incorporated  by reference  modifies or supersedes
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

      o     Registrant's  Annual Report on Form 10-K for the year ended December
            31, 1997.

      o     Registrant's  Quarterly  Report on Form 10-Q for the  quarter  ended
            March 31, 1998.

      o     The description of Registrant's Common Stock and its preferred stock
            purchase rights  associated with the Common Stock,  contained in its
            registration  statement filed pursuant to Section 12 of the Exchange
            Act and any  amendment  or report  filed for the purpose of updating
            those descriptions.



                                             -3-


<PAGE>





      The  consolidated  financial  statements  and schedules of the  Registrant
included  in the  Registrant's  Annual  Report on Form  10-K for the year  ended
December  31,  1997 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference.


Item 5.               Interests of Named Experts and Counsel

      The  validity  of the  securities  have been  passed  upon by  Michael  P.
Maloney,  Esq.,  Senior Vice  President,  General  Counsel and Secretary for the
Registrant.  Mr. Maloney  beneficially owns Common Stock and options to purchase
Common Stock.


Item 6.               Indemnification of Directors and Officers

      Article  IX  of   Registrant's   By-Laws   requires   indemnification   of
Registrant's directors and officers to the full extent permitted by the Delaware
General  Corporation Law (the "Law") and provides for the advancement of defense
expenses  provided the director or officer  agrees to repay the advance if it is
ultimately  determined  that he is not entitled to  indemnification.  Article IX
also provides that the indemnification provided by the By-Laws is not exclusive.
Section  145(a) of the Law provides in general that a corporation  may indemnify
anyone who is or may be a party to a legal  proceeding  by reason of his service
as a director or officer  against  expenses,  adjustments,  fines and settlement
payments  actually  and  reasonably  incurred 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, as to any criminal  proceeding,  had no reasonable cause to
believe his conduct was unlawful.  Section 145(b) of the Law provides  similarly
where the  proceeding  is by or in the  right of the  corporation  to  procure a
judgment  in its  favor.  Section  145(g)  of the Law  allows a  corporation  to
maintain  insurance on behalf of any officer or director  against any  liability
incurred by him in such capacity,  whether or not the corporation would have the
power to  indemnify  him  against  such  liability  under  the  Law.  Registrant
maintains such directors and officers liability insurance coverage.





                                             -4-


<PAGE>




      Each of  Registrant's  directors  has entered into an indemnity  agreement
with  Registrant  which (i) confirms the  indemnity set forth in the By-laws and
gives  assurances  that such indemnity will continue to be provided  despite any
By-law  changes  and (ii)  provides,  subject  to certain  conditions,  that the
director shall be indemnified to the fullest  possible  extent  permitted by law
against all expenses,  judgments,  fines and settlement amounts incurred or paid
by him in any proceeding.

      As permitted by Section  102(b)(7) of the Law, Article VII of Registrant's
Certificate of Incorporation  eliminates  personal  liability of any director to
Registrant and its stockholders  for breach of the director's  fiduciary duty of
care,  except where the director has breached his duty of loyalty,  acted in bad
faith,  engaged in intentional or knowing  misconduct,  negligently or willfully
declared an improper  dividend or  effected  an  unlawful  stock  repurchase  or
redemption, or obtained an improper personal benefit.


Item 8.               Exhibits

      4.0   Orion Capital Corporation Equity Incentive Plan

      5.0   Opinion of Michael P. Maloney, Esq.

      15.0  Letter in Lieu of Consent of Deloitte & Touche LLP

      23.1  Consent of Deloitte & Touche LLP

      23.2  Consent of Michael P. Maloney, Esq. (incorporated in Exhibit 5)


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;




                                             -5-


<PAGE>



            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the Registration Statement; and

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

            provided,  however,  that  paragraphs  (a)(1)(i)  and (a)(ii) do not
      apply if the  Registration  Statement  is on Form S-3 or Form S-8, and the
      information required to be included in a post-effective amendment by those
      paragraphs  is  contained  in  periodic  reports  filed by the  Registrant
      pursuant  to  Section  13 or Section  15(d) of the  Exchange  Act that are
      incorporated by reference in the Registration Statement.

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

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

            (b)   The  undersigned   Registrant   hereby  undertakes  that,  for
                  purposes of  determining  any liability  under the  Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the 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
                  Securities  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 such Act and is, therefore, unenforceable. In the
                  event   that  a  claim  for   indemnification   against   such
                  liabilities  (other  than the  payment  by the  Registrant  of
                  expenses   incurred  or  paid  by  a   director,   officer  or
                  controlling person of the Registrant in the successful defense
                  of any  action,  suit  or  proceeding)  is  asserted  by  such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the Registrant will,  unless in
                  the  opinion of its  counsel  the  matter has been  settled by
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against  public policy as expressed in the  Securities  Act
                  and will be governed by the final adjudication of such issue.

                                             -6-


<PAGE>

                                   SIGNATURES


      Pursuant  to  the  requirements  of the  Securities  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 Town of Farmington,  State of Connecticut, on this 10th day of
July, 1998.


                                  ORION CAPITAL CORPORATION



                                  By:    /S/W. Marston Becker
                                         W. Marston Becker
                                         Chairman of the Board and
                                         Chief Executive Officer of the Company
























                                             -7-


<PAGE>





        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 or dates indicated:

             Signature                             Title              Date

/S/ W. Marston Becker 
W. Marston Becker         Chairman  of the  Board and Chief  July 10, 1998
                          Executive Officer of the Company


/S/ Donald W. Ebbert, Jr. 
Donald W. Ebbert, Jr.     Executive   Vice   President  and  July 10, 1998
                          Chief Financial Officer


/S/ Gordon F. Cheesbrough
Gordon F. Cheesbrough     Director                           July 10, 1998


/S/ John C. Colman        
John C. Colman            Director                           July 10, 1998


/S/ David H. Elliott      
David H. Elliott          Director                           July 10, 1998


/S/ Victoria R. Fash      
Victoria R. Fash          Director                           July 10, 1998


/S/ Robert H. Jeffrey     
Robert H. Jeffrey         Director                           July 10, 1998


/S/ Gordon W. Kreh        
Gordon W. Kreh            Director                           July 10, 1998


<PAGE>



                          
Warren R. Lyons           Director                           


                          
James K. McWilliams       Director                           


/S/ Ronald W. Moore       
Ronald W. Moore           Director                           July 10, 1998


/S/ William W. Weaver     
William W. Weaver         Director                           July 10, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16949}]
{"company-data": {"conformed-name": "ORION CAPITAL CORP", "cik": "0000074931", "assigned-sic": "6351", "irs-number": "956069054", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58905", "film-number": "98664765"}, "business-address": {"street1": "600 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10020", "phone": "8606746600"}, "mail-address": {"street1": "600 FIFTH AVENUE", "street2": "24TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10020-2302"}, "former-company": [{"former-conformed-name": "EQUITY FUNDING CORP OF AMERICA", "date-changed": "19760518"}, {"former-conformed-name": "TONGOR CORP OF AMERICA", "date-changed": "19670330"}, {"former-conformed-name": "TONGOR CORP", "date-changed": "19661024"}]}
REGISTRATION NO.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                              ____________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ____________________________
                            ORION CAPITAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               Delaware                                   95-6069054
  (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                 Identification Number)

  9 Farm Springs Road, Farmington, Connecticut              06032-2504
   (Address of Principal Executive Offices)                   (Zip Code)

                            Orion Capital Corporation
                              Equity Incentive Plan
                              (Full Title of Plan)

                                 John J. McCann
                Executive Vice President and Chief Legal Officer
                            Orion Capital Corporation
                               9 Farm Springs Road
                       Farmington, Connecticut 06032-2504
                     (Name and Address of Agent for Service)
                                 (860) 674-6600
          (Telephone Number, Including Area Code, of Agent of Service)
               ___________________________________________________

                         CALCULATION OF REGISTRATION FEE

---------------- -------------- ---------------- ------------------ ------------
    Title of                    Proposed Maximum Proposed Maximum   Amount of
Securities to be Amount to be   Offering Price   Aggregate Offering Registration
   Registered    Registered (1) Per Share (2)        Price          Fee   
                                                                      
---------------- -------------- ---------------- ------------------ ------------
Common Stock,      1,400,000        $58.031        $81,243,750       $23,966.91
$1.00 par value
per share
---------------- -------------- ---------------- ------------------ ------------

(1)   The  1,400,000  shares of Common  Stock  being  registered  hereby will be
      issuable from time to time by Orion Capital Corporation (the "Company") to
      employees participating in the Company's Equity Incentive Plan. In
      addition to the 1,400,000 shares of Common stock indicated above,
      pursuant to Rule 416 under the Securities Act of 1933, as amended (the 
      "Securities  Act"),
      this Registration  Statement also covers an indeterminate number of shares
      of Common  Stock  which  may be  issuable  as a result  of anti-  dilution
      adjustments  made under the Company's Equity Incentive Plan and
      pursuant to the Company's stockholder rights plan.

(2)   The maximum  offering  price per share used to calculate the  registration
      fee with respect to the 1,400,000  shares of Common Stock  issuable  under
      the Company's Equity Incentive Plan was estimated  pursuant to Rule 457(h)
      under the  Securities Act using the average of the high and low prices per
      share of the Common Stock  reported on the New York Stock Exchange on July
      9, 1998.

                                             -1-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Pursuant  to Rule  428(b)(1)  under  the  Securities  Act,  the  documents
containing the information specified in Part I of Form S-8 will be sent or given
to each participant in the Orion Capital  Corporation Equity Incentive Plan (the
"Plan").  These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant to Item 3 of Part II hereof,  taken  together,
constitute the Section 10(a) Prospectus.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference

      The documents listed below are incorporated by reference  herein,  and all
documents  subsequently  filed  by  Orion  Capital  Corporation   ("Registrant")
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   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 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 shall be deemed
to be modified or  superseded  to the extent that a statement  contained in this
Registration Statement or in any other subsequently filed document which also is
incorporated or deemed to be  incorporated  by reference  modifies or supersedes
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

      o     Registrant's  Annual Report on Form 10-K for the year ended December
            31, 1997.

      o     Registrant's  Quarterly  Report on Form 10-Q for the  quarter  ended
            March 31, 1998.

      o     The description of Registrant's Common Stock and its preferred stock
            purchase rights  associated with the Common Stock,  contained in its
            registration  statement filed pursuant to Section 12 of the Exchange
            Act and any  amendment  or report  filed for the purpose of updating
            those descriptions.

                                             -3-
The  consolidated  financial  statements  and schedules of the  Registrant
included  in the  Registrant's  Annual  Report on Form  10-K for the year  ended
December  31,  1997 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference.

Item 5.               Interests of Named Experts and Counsel

      The  validity  of the  securities  have been  passed  upon by  Michael  P.
Maloney,  Esq.,  Senior Vice  President,  General  Counsel and Secretary for the
Registrant.  Mr. Maloney  beneficially owns Common Stock and options to purchase
Common Stock.

Item 6.               Indemnification of Directors and Officers

      Article  IX  of   Registrant's   By-Laws   requires   indemnification   of
Registrant's directors and officers to the full extent permitted by the Delaware
General  Corporation Law (the "Law") and provides for the advancement of defense
expenses  provided the director or officer  agrees to repay the advance if it is
ultimately  determined  that he is not entitled to  indemnification.  Article IX
also provides that the indemnification provided by the By-Laws is not exclusive.
Section  145(a) of the Law provides in general that a corporation  may indemnify
anyone who is or may be a party to a legal  proceeding  by reason of his service
as a director or officer  against  expenses,  adjustments,  fines and settlement
payments  actually  and  reasonably  incurred 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, as to any criminal  proceeding,  had no reasonable cause to
believe his conduct was unlawful.  Section 145(b) of the Law provides  similarly
where the  proceeding  is by or in the  right of the  corporation  to  procure a
judgment  in its  favor.  Section  145(g)  of the Law  allows a  corporation  to
maintain  insurance on behalf of any officer or director  against any  liability
incurred by him in such capacity,  whether or not the corporation would have the
power to  indemnify  him  against  such  liability  under  the  Law.  Registrant
maintains such directors and officers liability insurance coverage.

                                             -4-
Each of  Registrant's  directors  has entered into an indemnity  agreement
with  Registrant  which (i) confirms the  indemnity set forth in the By-laws and
gives  assurances  that such indemnity will continue to be provided  despite any
By-law  changes  and (ii)  provides,  subject  to certain  conditions,  that the
director shall be indemnified to the fullest  possible  extent  permitted by law
against all expenses,  judgments,  fines and settlement amounts incurred or paid
by him in any proceeding.

      As permitted by Section  102(b)(7) of the Law, Article VII of Registrant's
Certificate of Incorporation  eliminates  personal  liability of any director to
Registrant and its stockholders  for breach of the director's  fiduciary duty of
care,  except where the director has breached his duty of loyalty,  acted in bad
faith,  engaged in intentional or knowing  misconduct,  negligently or willfully
declared an improper  dividend or  effected  an  unlawful  stock  repurchase  or
redemption, or obtained an improper personal benefit.

Item 8.               Exhibits

      4.0   Orion Capital Corporation Equity Incentive Plan

      5.0   Opinion of Michael P. Maloney, Esq.

      15.0  Letter in Lieu of Consent of Deloitte & Touche LLP

      23.1  Consent of Deloitte & Touche LLP

      23.2  Consent of Michael P. Maloney, Esq. (incorporated in Exhibit 5)

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;

                                             -5-
(ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the Registration Statement; and

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

            provided,  however,  that  paragraphs  (a)(1)(i)  and (a)(ii) do not
      apply if the  Registration  Statement  is on Form S-3 or Form S-8, and the
      information required to be included in a post-effective amendment by those
      paragraphs  is  contained  in  periodic  reports  filed by the  Registrant
      pursuant  to  Section  13 or Section  15(d) of the  Exchange  Act that are
      incorporated by reference in the Registration Statement.

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

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

            (b)   The  undersigned   Registrant   hereby  undertakes  that,  for
                  purposes of  determining  any liability  under the  Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the 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
                  Securities  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 such Act and is, therefore, unenforceable. In the
                  event   that  a  claim  for   indemnification   against   such
                  liabilities  (other  than the  payment  by the  Registrant  of
                  expenses   incurred  or  paid  by  a   director,   officer  or
                  controlling person of the Registrant in the successful defense
                  of any  action,  suit  or  proceeding)  is  asserted  by  such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the Registrant will,  unless in
                  the  opinion of its  counsel  the  matter has been  settled by
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against  public policy as expressed in the  Securities  Act
                  and will be governed by the final adjudication of such issue.

                                             -6-
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  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 Town of Farmington,  State of Connecticut, on this 10th day of
July, 1998.

                                  ORION CAPITAL CORPORATION

                                  By:    /S/W. Marston Becker
                                         W. Marston Becker
                                         Chairman of the Board and
                                         Chief Executive Officer of the Company

                                             -7-
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 or dates indicated:

             Signature                             Title              Date

/S/ W. Marston Becker 
W. Marston Becker         Chairman  of the  Board and Chief  July 10, 1998
                          Executive Officer of the Company

/S/ Donald W. Ebbert, Jr. 
Donald W. Ebbert, Jr.     Executive   Vice   President  and  July 10, 1998
                          Chief Financial Officer

/S/ Gordon F. Cheesbrough
Gordon F. Cheesbrough     Director                           July 10, 1998

/S/ John C. Colman        
John C. Colman            Director                           July 10, 1998

/S/ David H. Elliott      
David H. Elliott          Director                           July 10, 1998

/S/ Victoria R. Fash      
Victoria R. Fash          Director                           July 10, 1998

/S/ Robert H. Jeffrey     
Robert H. Jeffrey         Director                           July 10, 1998

/S/ Gordon W. Kreh        
Gordon W. Kreh            Director                           July 10, 1998
Warren R. Lyons           Director                           

                          
James K. McWilliams       Director                           

/S/ Ronald W. Moore       
Ronald W. Moore           Director                           July 10, 1998

/S/ William W. Weaver     
William W. Weaver         Director                           July 10, 1998