As filed with the Securities and Exchange Commission on April 4, 1996
                                            Registration No. 33-______________
==============================================================================
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
                           ------------------------
                           20TH CENTURY INDUSTRIES
            (Exact name of registrant as specified in its charter)
                                       
                                       
                                       
              California                                        95-1935264
(State or other jurisdiction of                (I.R.S. Employer Identification
incorporation or organization)                            Number)
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                            6301 Owensmouth Avenue
                      Woodland Hills, California  91367
                                (818) 704-3700
(Address, zip code, area code, phone no. , of registrant's executive offices)
                         ____________________________
                                       
                           20th CENTURY INDUSTRIES
                            RESTRICTED SHARES PLAN
                         ____________________________
                                       
                              WILLIAM L. MELLICK
       President, Chief Executive Officer, and Chief Operating Officer
                           20th CENTURY INDUSTRIES
                            6301 Owensmouth Avenue
                      Woodland Hills, California  91367
                                (818) 704-3700
(Name, address, zip & area code, phone no. , of agent for service of process)
                           ____________________________
                                       
                               With a copy to:
                            PETER F. ZIEGLER, ESQ.
                           Gibson, Dunn & Crutcher
                            333 South Grand Avenue
                        Los Angeles, California 90071
                                (213) 229-7000
                          _________________________
                                       
                       CALCULATION OF REGISTRATION FEE
<TABLE>
====================================================================================================================================
                                                                                                    Proposed
                                                                           Proposed Maximum          Maximum
                                                        Amount to be      Offering Price Per        Aggregate          Amount of
 Title of Each Class of Securities to be Registered     Registered(1)         Security(2)       Offering Price(2)   Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                 <C>                  <C>                 <C>
                Common Stock, Without Par Value           361,656             $15.875              $5,741,289.00       $1,979.75

====================================================================================================================================
</TABLE>
(1)   Includes 47,438 shares of Common  Stock offered pursuant to the  Reoffer
      Prospectus filed herewith.  The remaining 314,218 shares of Common Stock
      being registered  hereunder  294,874 shares of Common Stock reserved for
      issuance pursuant to

LA960720.169

<PAGE>

      the  20th  Century  Industries  Restricted Shares  Plan (the "Plan") and
      19,344 shares of restricted  Common  Stock  previously issued  under the
      Plan which  may become available  for reissuance in the event the shares
      are forfeited to the Company pursuant to an employee's Restricted Shares
      Agreement.  Pursuant to  Rule  416,  this  Registration  Statement  also
      covers  such number  of additional shares of Common  Stock as may become
      available  for  issuance  pursuant  to the Restricted Shares Plan in the
      event   of   certain   changes   in   outstanding   shares,    including
      reorganizations,  recapitalizations,  stock  splits, stock dividends and
      reverse stock splits.

(2)   Estimated for the purpose  of calculating the registration  fee pursuant
      to (i) Rule 457(c) with respect to the 47,438 shares offered pursuant to
      the Reoffer Prospectus and (ii) Rule 457(h) with respect to the  314,218
      shares available for award under the 20th Century Industries  Restricted
      Shares Plan, on the basis of the  average of the high and low prices  of
      the  common  stock  of  20th  Century  Industries  on the New York Stock
      Exchange on March 28, 1996.

LA960720.169

<PAGE>                                  2

                             PART I

            The document(s) containing the information called for in Part I of
Form  S-8  will  be  provided  to  participants in the 20th Century Industries
Restricted Shares Plan (the "Plan").  Such information is not being filed with
or included in  this registration statement  in accordance with  the rules and
regulations of the Securities and Exchange Commission (the "Commission").   As
permitted by General  Instruction C for  Form S-8, there  is also included  as
part of Part I of this Registration Statement a reoffer prospectus relating to
the  reoffer  and  resale  of  47,438  shares  of Common Stock of 20th Century
Industries  (the  "Company"),  including  shares  held  by  persons who may be
considered  affiliates  of  the  Company,  as  defined  in  Rule 405 under the
Securities Act of 1933, as amended.

LA960720.169

<PAGE>                                  3


REOFFER PROSPECTUS
                                       
                           20TH CENTURY INDUSTRIES
                                 COMMON STOCK
                             (WITHOUT PAR VALUE)
                                47,438 SHARES

            This Prospectus relates to 47,438 shares of Common Stock,  without
par value ("Common Stock"), of  20th Century Industries (the "Company")  which
have  previously  been  issued  pursuant  to  awards granted to date under the
Company's Restricted Shares Plan (the "Plan") to, and which may be offered for
resale from time to time by, certain employees of the Company named in Annex 1
hereto (the "Selling Shareholders").

            The Company will not receive any of the proceeds from the sale  of
the Common Stock offered hereby (hereinafter, the "Securities").  The  Company
will  pay  all  of  the  expenses  associated  with  the  registration  of the
Securities and this Prospectus.   The Selling Shareholders will pay  the other
costs, if any, associated with any sale of the Securities.

            The Common Stock  is quoted on  the New York  Stock Exchange under
the symbol "TW."  On March 28, 1996, the last reported sale price per share of
the Common Stock, as quoted on the New York Stock Exchange, was $15.875.
                                       
                       ________________________________
                                       
        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                   OF THIS PROSPECTUS.  ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.
                       _______________________________
                                       
                THE DATE OF THIS PROSPECTUS IS April 4, 1996.

LA960720.169

<PAGE>


                            AVAILABLE INFORMATION

            The Company has  filed a Registration  Statement on Form  S-8 (the
"Registration  Statement")  with  the  Commission  under the Securities Act of
1933, as amended  (the "Securities Act"),  covering the Securities  covered by
this  Prospectus.    This  Prospectus  omits  certain information and exhibits
included in the Registration Statement,  copies of which may be  obtained upon
payment of  a fee  prescribed by  the Commission  or may  be examined  free of
charge at the principal office of the Commission in Washington, D.C.

            The Company is  subject to the  informational requirements of  the
Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act"), and in
accordance therewith  files reports,  proxy statements  and other  information
with the  Commission.   Such reports,  proxy statements  and other information
filed with the Commission  by the Company can  be inspected and copied  at the
public reference facilities maintained by the Commission at 450 Fifth  Street,
N.W., Washington, D.C.  20549, and at  the regional offices  of the Commission
located at 500 West Madison Street, Room 1400, Chicago, Illinois 60606 and  at
the Jacob K. Javits Federal Building, 75 Park Place, New York, New York 10278.
Copies of such material can be  obtained from the Public Reference Section  of
the  Commission  at  450  Fifth  Street,  N.W.,  Washington,  D.C.   20549, at
prescribed rates.

            The  Company's  Common  Stock  is  quoted  on  the  New York Stock
Exchange under  the symbol  "TW," and  reports and  information concerning the
Company can be inspected at such exchange, 20 Broad Street, New York, New York
10005.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The following documents heretofore  filed by the Company  with the
Commission are  by this  reference incorporated  in and  made a  part of  this
Prospectus:  (i) the  Annual Report on Form  10-K for the year  ended December
31, 1995, File No. 1-10828; (ii)  all other reports filed pursuant to  Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual  report referred  to in  (i) above;  (iii) the  description of  the
Common Stock set  forth in the  Company's registration statement  on Form 8-A,
filed with the  Commission on July  28, 1995, together  with any amendment  or
report filed with the Commission for the purpose of updating such description;
and (iv)  all reports  and other  documents filed  by the  Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of  the Exchange Act after the date of  this
Prospectus  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.  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 Prospectus to  the
extent that a  statement contained herein  or in any  other subsequently filed
document which also  is or is  deemed to be  incorporated by reference  herein
modifies or  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 Prospectus.

            Copies of all documents which are incorporated herein by reference
(not  including  the  exhibits  to  such  documents,  unless such exhibits are
specifically incorporated by reference into

LA960720.169

<PAGE>                                 2

such documents  or into  this Prospectus)  will be  provided without charge to
each  person,  including  any  beneficial  owner,  to  whom this Prospectus is
delivered,  upon  a  written  or  oral  request  to  20th  Century Industries,
Attention:    Corporate  Secretary,  6301  Owensmouth  Avenue, Woodland Hills,
California 91367, telephone number (818) 704-3700.

                                 THE COMPANY

            The  principal  offices  of  the  Company  are  located  at   6301
Owensmouth Avenue,  Woodland Hills,  California 91367,  telephone number (818)
704-3700.

                             SELLING SHAREHOLDERS

            The table attached as Annex I hereto sets forth, as of the date of
this Prospectus or a subsequent date if amended or supplemented, (a) the  name
of each Selling Shareholder and his or her relationship to the Company  during
the last three years;  (b) the number of  shares of Common Stock  each Selling
Shareholder  beneficially  owned  prior  to  this  offering, (c) the number of
Securities offered pursuant  to this Prospectus  by each Selling  Shareholder;
and (d) the amount and the percentage of the Company's Common Stock that  will
be owned by each Selling Shareholder  after completion of this offering.   The
information contained in Annex I may  be amended or supplemented from time  to
time.

                               USE OF PROCEEDS

            The Company will not receive any of the proceeds from the sale  of
the Securities offered hereby.

                             PLAN OF DISTRIBUTION

            Sales of the Securities offered hereby may be made on the New York
Stock Exchange or  the over-the-counter market  or otherwise at  prices and on
terms then prevailing or at prices  related to the then current market  price,
or in  negotiated transactions.   The  Securities may  be sold  in (a) a block
trade  in  which  the  broker  or  dealer  so engaged will attempt to sell the
Securities as  agent but  may position  and resell  a portion  of the block as
principal to facilitate the transaction, (b) transactions in which a broker or
dealer acts as principal and  resells the Securities for its  account pursuant
to this Prospectus, (c) an exchange distribution in accordance with the  rules
of such exchange, and (d) ordinary brokerage transactions and transactions  in
which the broker solicits purchases.   In effecting sales, brokers  or dealers
engaged by the Selling Shareholders  may arrange for other brokers  or dealers
to participate.  Brokers or dealers will receive commissions or discounts from
Selling Shareholders in  amounts to be  negotiated immediately prior  to sale.
Such brokers or dealers and any other participating brokers or dealers may  be
deemed  to  be  "underwriters"  within  the  meaning  of the Securities Act in
connection with such sales and any discounts and commissions received by  them
and any profit realized by them on the resale of the Securities may be  deemed
to be underwriting discounts and commissions under the Securities Act.

            There is no  assurance that any  of the Selling  Shareholders will
offer for sale or sell

LA960720.169

<PAGE>                                 3

any or all of the Securities covered by this Prospectus.

                                LEGAL MATTERS

            Certain  legal  matters  will  be  passed  upon for the Company by
Gibson, Dunn & Crutcher, Los Angeles, California.

                                   EXPERTS

            The consolidated financial statements of the Company  incorporated
by reference in the Company's Form  10-K for the year ended December  31, 1995
have been audited by Ernst & Young LLP, independent auditors, as set forth  in
their  report  thereon  included  and  incorporated  by  reference therein and
incorporated herein by reference.  Such consolidated financial statements  are
incorporated herein by reference in  reliance upon such report given  upon the
authority of such firm as experts in accounting and auditing.

            No  dealer,  sales  representative  or  any  other person has been
authorized to give any information or to make any representation not contained
in this Prospectus in connection with this offering other than those contained
in this Prospectus, and if  given or made, such information  or representation
must  not  be  relied  upon  as  having  been authorized by the Company or the
Selling Shareholders.  This Prospectus  does not constitute an offer  to sell,
or  a  solicitation  of  any  offer  to  buy,  Common  Stock  by anyone in any
jurisdiction in which such an offer  or solicitation is not authorized, or  in
which the person making such offer or solicitation  is not qualified to do so,
or to any person to whom it is unlawful to make such an offer or solicitation.
Neither the  delivery of  this Prospectus  nor any  sale made hereunder shall,
under any circumstances, create an implication that the information  contained
herein is correct as of any time subsequent to its date.

LA960720.169

<PAGE>                                 4

<TABLE>
                                   ANNEX I

                                                                                             Shares to be
                                                         Shares of                           Beneficially Owned
                                                         Common Stock                        upon Completion
                                                         Beneficially         Shares         of Offering(1)(3)
                              Relationship to Company       Owned as of          Offered      Number        Percent
    Selling Shareholder       During Last Three Years       March 25, 1996(1)    Hereby(2)
<S>                         <C>                             <C>                  <C>          <C>              <C>   
Richard A. Andre            Vice President, Human           11,722               1,870        9,852            *
                            Resources
John R. Bollington          Senior Vice President,          50,012               2,174        47,838           *
                            General Counsel and
                            Secretary
Margaret Chang              Treasurer and Assistant         58,852               1,217        57,635           *
                            Secretary
Teresa K. Colpo             Vice President, Marketing       4,334                609          3,725            *
William G. Crain            Vice President,                 31,289               1,522        29,767           *
                            Administrative Services
Richard A. Dinon            Senior Vice President,          15,802               1,522        14,280           *
                            Corporate Relations
Paul F. Farber              Senior Vice President, Claims   20,732               14,942       5,790            *
                            since 1995; Vice President,
                            Operations prior thereto
Richard L. Hill             Vice President, Corporate       5,993                200          5,793            *
                            Relations
William L. Mellick          Chief Executive Officer and     42,426               2,826        39,600           *
                            Director since 1995; President
                            since 1994; Chief Operating
                            Officer since 1993; Executive
                            Vice President 1993-1994
Joseph J. Pratt             Chief Actuary and Vice          7,535                7,135        400              *
                            President
Richard F. Schutt           Vice President, Operations      4,948                1,304        3,644            *
                            since 1995;  Vice President,
                            Underwriting prior thereto
Dean E. Stark               Vice President, Claims          4,800                652          4,148            *
Robert B. Tschudy           Senior Vice President and       11,465               11,465       0                *
                            Chief Financial Officer since
                            1995
</TABLE>
- --------------------------
* Less than one percent.
(1)   Assumes that  all restrictions  on shares  of Common  Stock have lapsed.
      Includes,  for  certain  Selling  Shareholders,  shares  held by limited
      partnerships or  trusts.   Excludes, for  certain Selling  Shareholders,
      shares held by spouses as sole and separate property.
(2)   Includes all shares of Common  Stock acquired within the last  two years
      by the Selling  Shareholder under the  Plan, including shares  currently
      subject to restrictions.
(3)   Assumes that  all shares  offered hereby  are sold,  that no  additional
      shares will  be acquired  and that  no shares  other than  those offered
      hereby will be sold.

LA960720.169

<PAGE>                                 2

                                       
                                   PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

            The  following   documents  heretofore   filed  by   20th  Century
Industries  (the  "Company"  or  the  "Registrant")  with  the  Securities and
Exchange  Commission  (the  "Commission")  (File  No. 1-10828) pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act") are  incorporated
by reference and shall be deemed a part hereof:

            (a)   20th Century Industries Annual  Report on Form 10-K  for the
fiscal year ended December 31, 1995;

            (b)   20th Century  Industries Current  Report on  Form 8-K  dated
January 23, 1996; and

            (c)   20th Century Industries  Registration Statement on  Form 8-A
dated July 28, 1995, as amended.

            All reports and other documents subsequently filed by the  Company
pursuant to Sections 13(a) and 13(c), 14 and 15(d) of the Exchange Act,  prior
to  the  filing  of  a  post-effective  amendment  which  indicates  that  all
securities offered  hereunder have  been sold  or which  deregisters all  such
securities  then  remaining  unsold,  shall  be  deemed  to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing  of
such  reports  and  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  herein or  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 a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

LA960720.169

<PAGE>                                 1


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section  317  of  the   General  Corporation  Law  of   California
authorizes the Company  to indemnify and  advance expenses to,  subject to the
standards set forth therein, any person in connection with any action, suit or
proceeding brought or threatened by reason  of the fact that the person  is or
was  a  director,  officer,  employee  or  agent  of the Company.  The General
Corporation Law  of California  also provides  that the  Company may  purchase
insurance on behalf of any such director, officer, employee or agent.  Section
204  of  the  General  Corporation  Law  of  California permits the Company to
eliminate the liability of a director for monetary damages for breaches of the
director's fiduciary  duty, including  negligence, but  not including  certain
acts enumerated therein.

            Article VII  of the  Company's Articles  of Incorporation provides
that the  Company is  authorized to  provide indemnification  of its agents in
excess  of  that  expressly  permitted  under  Section  317  of  the   General
Corporation Law  of California  by bylaw,  agreement, vote  of shareholders or
disinterested   directors   or   otherwise,   to   the   fullest  extent  such
indemnification  may  be  authorized  by  the  Articles of Incorporation.  The
provisions of Article VII of the Bylaws authorize indemnification of, and  the
advancement of expenses  to, agents in  the same circumstances  and subject to
the  same  limitations  as  are  set  forth  in  Section  317 and require such
indemnification in  the same  situation as  Section 317.   Article  VII of the
Bylaws also provides that the Company  may advance to its agents the  expenses
of defending any proceeding if the agent provides an undertaking to repay such
advances  upon  a  determination  that  such  agent  is  not  entitled  to  be
indemnified as provided in  such Article.  Article  VII of the Bylaws  further
provides that  the Company  is not  obligated to  indemnify any  person in any
circumstance where it appears that  it would be inconsistent with  a provision
of the Articles of Incorporation, the Bylaws, a resolution of the shareholders
or an agreement which prohibits  or otherwise limits indemnification or  if it
would  be  inconsistent  with  any  condition  expressly imposed by a court in
approving a settlement.  In addition to the authorizations of  indemnification
provided by the Company's Articles of Incorporation and Bylaws, Article VI  of
the  Company's  Articles  of  Incorporation  provides  that  the  liability of
directors  for  monetary  damages  shall  be  eliminated to the fullest extent
permissible under California law.

            The Company has entered  into Indemnification Agreements with  its
directors and certain  of its executive  officers pursuant to  which directors
and officers party thereto have  (i) additional rights to indemnification  and
rights to advancement of expenses beyond the specific provisions of California
law and the Company's Articles  of Incorporation and Bylaws, (ii)  contractual
rights to indemnification and  advancement of expenses in  circumstances under
which such  indemnification and  advancement would  otherwise be  left to  the
discretion of  the Company's  Board of  Directors, and  (iii) protection  from
subsequent adverse changes in the indemnification provisions contained in  the
Company's Articles of Incorporation and Bylaws.

            The Company maintains  an insurance policy  pursuant to which  the
directors  and  officers  of  the  Company  are insured, within the limits and
subject  to  the  limitations  of  the  policy,  against  certain  expenses in
connection with the defense of certain claims, actions, suits or  proceedings,
and certain liabilities  which might be  imposed as a  result of such  claims,
actions,

LA960720.169

<PAGE>                                 2

suits or proceedings,  which may be  brought against them  by reason of  their
being or having been directors and officers of the Company.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            The  Company  claimed  exemptions  from  registration  pursuant to
Sections 4(2)  and 4(6)  of the  Securities Act  of 1933  for shares of Common
Stock, no par value, of the Company previously issued pursuant to the  Company
Restricted Shares Plan (the "Shares").  These exemptions were available to the
Company for the Shares because the previous issuances did not involve a public
offering and involved offers  or sales  solely to  accredited investors.   The
Shares  were  issued  to  27  officers  and  employees,  each  of  whom  had a
preexisiting  relationship  with the  Company, and  the ability to assess  the
risks and merits  associated with  ownership  of  the  Shares.    Further, the
issuances  did not involve advertising or public solicitation.

ITEM 8.     EXHIBITS.


            3.1         Articles of Incorporation of the Registrant as amended
                        (previously  filed as  an Exhibit to the  Registrant's
                        Annual Report on Form  10-K for the fiscal  year ended
                        December   31,   1994   and   incorporated  herein  by
                        reference).

            3.2         Amended  and   Restated  Bylaws   of  the   Registrant
                        (previously filed  as an  Exhibit to  the Registrant's
                        Annual Report on Form  10-K for the fiscal  year ended
                        December   31,   1994   and   incorporated  herein  by
                        reference).

            4           20th Century Industries  Restricted  Shares  Plan,  as
                        amended.

            5           Opinion of Gibson, Dunn & Crutcher.

            23.1        Consent of Ernst & Young LLP.

            23.2        Consent  of  Gibson,  Dunn  &  Crutcher  (included  in
                        Exhibit 5 to this Registration Statement).

            24          Power of Attorney (included on  pages 6 and 7 of  this
                        Registration Statement).

            28          Schedule  P  of  Annual  Statement  on Form 2 filed by
                        Registrant's  insurance  company  affiliates  with the
                        California Department  of Insurance  (previously filed
                        as an  Exhibit to  the Registrant's  Annual Report  on
                        Form 10-K for the fiscal year ended December 31,  1995
                        and incorporated herein by reference).

LA960720.169

<PAGE>                                 3

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;

                        (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)(1)(ii) do not apply
      if 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 Securities
      Exchange  Act  of  1934  that  are  incorporated  by  reference  in  the
      Registration Statement.

                  (2)   That,  for  the  purpose  of determining any liability
      under the  Securities Act  of 1933,  each such  post-effective amendment
      shall  be  deemed  to  be  a  new registration statement relating to the
      securities offered therein, and the offering of such securities at  that
      time shall be deemed to be the initial bona fide offering thereof.

                  (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 of  1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or  Section
15(d) of  the Securities  Exchange Act  of 1934  (and, where  applicable, each
filing of an employee benefit  plan's annual report pursuant to  Section 15(d)
of the Securities Exchange Act of  1934) 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

LA960720.169

<PAGE>                                 4

offering thereof.

            (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or  otherwise,
the Registrant  has been  advised that  in the  opinion of  the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and  is, therefore, unenforceable.   In the event that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
Registrant of expenses incurred or paid by a director, officer or  controlling
person of  the Registrant  in the  successful defense  of any  action, suit or
proceeding) is  asserted by  such director,  officer or  controlling person in
connection with the securities  being registered, the Registrant  will, unless
in the  opinion of  its counsel  the matter  has been  settled by  controlling
precedent, submit to a court of appropriate jurisdiction the question  whether
such indemnification by it  is against public policy  as expressed in the  Act
and will be governed by the final adjudication of such issue.

LA960720.169

<PAGE>                                 5

                                  SIGNATURES

            Pursuant to the  requirements of the  Securities Act of  1933, the
Registrant certifies that it has  reasonable grounds to believe that  it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto duly authorized, in the City of Woodland Hills, State of California,
on this 29th day of March, 1996.

                                                       20TH CENTURY INDUSTRIES
                                                                              
                                                                              
                                           By:  William L. Mellick
                                              --------------------
                                            President, Chief Executive Officer
                                            and Chief Operating Officer
                                       
                              POWER OF ATTORNEY

            KNOW ALL MEN BY THESE  PRESENTS, that each person whose  signature
appears below constitutes and appoints  William L. Mellick, Robert B.  Tschudy
and  John  R.  Bollington  and  each  of  them,  as his or her true and lawful
attorney-in-fact   and   agent   with   full   powers   of   substitution  and
resubstitution, for him or her and in his or her name, place and stead, in any
and all  capacities to  sign any  or all  amendments (including post-effective
amendments) to  this Registration  Statement, and  to file  the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith, with the
Securities and  Exchange Commission,  granting unto  said attorney-in-fact and
agent full power and authority to do and perform each and every act and  thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, lawfully do  or
cause to be done by virtue hereof.

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

            Signature               Title                          Date
            ---------               -----                          ----

John B. De Nault              Chairman of the Board of         March 29, 1996
- ----------------
                              Directors

LA960720.169

<PAGE>                                 6


William L. Mellick            Director, President, Chief       March 29, 1996
- ------------------
                              Executive Officer and Chief
                              Operating Officer (Principal
                              Executive Officer)

Louis W. Foster               Director                         March 29, 1996
- ---------------

Stanley M. Burke              Director                         March 29, 1996
- ----------------

John B. De Nault, III         Director                         March 29, 1996
- ---------------------

Rachford Harris               Director                         March 29, 1996
- ---------------

LA960720.169

<PAGE>                                 7


Robert B. Tschudy             Senior Vice President and        March 29, 1996
- -----------------
                              Chief Financial
                              Officer (Principal Financial
                              Officer)


LA960720.169

<PAGE>                                 8




                          EXHIBIT INDEX


Exhibit Number                      Description
- --------------                      -----------

3.1               Articles  of  Incorporation  of  the  Registrant  as amended
                  (previously filed as an  Exhibit to the Registrant's  Annual
                  Report on Form 10-K for  the fiscal year ended December  31,
                  1994 and incorporated herein by reference).

3.2               Amended and  Restated Bylaws  of the  Registrant (previously
                  filed as  an Exhibit  to the  Registrant's Annual  Report on
                  Form 10-K for  the fiscal year  ended December 31,  1994 and
                  incorporated herein by reference).

4                 20th Century Industries Restricted Shares Plan, as amended.

5                 Opinion of Gibson, Dunn & Crutcher.

23.1              Consent of Ernst & Young LLP.

23.2              Consent of Gibson, Dunn & Crutcher (included in Exhibit 5 to
                  this Registration Statement).

24                Power  of  Attorney  (included  on  pages  6  and  7 of this
                  Registration Statement).


28                Schedule  P  of  Annual   Statement  on  Form  2   filed  by
                  Registrant's   insurance   company   affiliates   with   the
                  California Department of  Insurance (previously filed  as an
                  Exhibit to the Registrant's  Annual Report on Form  10-K for
                  the fiscal  year ended  December 31,  1995 and  incorporated
                  herein by reference).


LA960720.169

<PAGE>                                 9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 39597}]
{"company-data": {"conformed-name": "20TH CENTURY INDUSTRIES", "cik": "0000100331", "assigned-sic": "6311", "irs-number": "951935264", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02261", "film-number": "96544601"}, "business-address": {"street1": "6301 OWENSMOUTH AVE STE 700", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367", "phone": "8187043700"}}
As filed with the Securities and Exchange Commission on April 4, 1996
                                            Registration No. 33-______________
==============================================================================
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
                           ------------------------
                           20TH CENTURY INDUSTRIES
            (Exact name of registrant as specified in its charter)
                                       
                                       
                                       
              California                                        95-1935264
(State or other jurisdiction of                (I.R.S. Employer Identification
incorporation or organization)                            Number)
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                            6301 Owensmouth Avenue
                      Woodland Hills, California  91367
                                (818) 704-3700
(Address, zip code, area code, phone no. , of registrant's executive offices)
                         ____________________________
                                       
                           20th CENTURY INDUSTRIES
                            RESTRICTED SHARES PLAN
                         ____________________________
                                       
                              WILLIAM L. MELLICK
       President, Chief Executive Officer, and Chief Operating Officer
                           20th CENTURY INDUSTRIES
                            6301 Owensmouth Avenue
                      Woodland Hills, California  91367
                                (818) 704-3700
(Name, address, zip & area code, phone no. , of agent for service of process)
                           ____________________________
                                       
                               With a copy to:
                            PETER F. ZIEGLER, ESQ.
                           Gibson, Dunn & Crutcher
                            333 South Grand Avenue
                        Los Angeles, California 90071
                                (213) 229-7000
                          _________________________
                                       
                       CALCULATION OF REGISTRATION FEE

====================================================================================================================================
                                                                                                    Proposed
                                                                           Proposed Maximum          Maximum
                                                        Amount to be      Offering Price Per        Aggregate          Amount of
 Title of Each Class of Securities to be Registered     Registered(1)         Security(2)       Offering Price(2)   Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, Without Par Value           361,656             $15.875              $5,741,289.00       $1,979.75

====================================================================================================================================
(1)   Includes 47,438 shares of Common  Stock offered pursuant to the  Reoffer
      Prospectus filed herewith.  The remaining 314,218 shares of Common Stock
      being registered  hereunder  294,874 shares of Common Stock reserved for
      issuance pursuant to

LA960720.169
the  20th  Century  Industries  Restricted Shares  Plan (the "Plan") and
      19,344 shares of restricted  Common  Stock  previously issued  under the
      Plan which  may become available  for reissuance in the event the shares
      are forfeited to the Company pursuant to an employee's Restricted Shares
      Agreement.  Pursuant to  Rule  416,  this  Registration  Statement  also
      covers  such number  of additional shares of Common  Stock as may become
      available  for  issuance  pursuant  to the Restricted Shares Plan in the
      event   of   certain   changes   in   outstanding   shares,    including
      reorganizations,  recapitalizations,  stock  splits, stock dividends and
      reverse stock splits.

(2)   Estimated for the purpose  of calculating the registration  fee pursuant
      to (i) Rule 457(c) with respect to the 47,438 shares offered pursuant to
      the Reoffer Prospectus and (ii) Rule 457(h) with respect to the  314,218
      shares available for award under the 20th Century Industries  Restricted
      Shares Plan, on the basis of the  average of the high and low prices  of
      the  common  stock  of  20th  Century  Industries  on the New York Stock
      Exchange on March 28, 1996.

LA960720.169
2

                             PART I

            The document(s) containing the information called for in Part I of
Form  S-8  will  be  provided  to  participants in the 20th Century Industries
Restricted Shares Plan (the "Plan").  Such information is not being filed with
or included in  this registration statement  in accordance with  the rules and
regulations of the Securities and Exchange Commission (the "Commission").   As
permitted by General  Instruction C for  Form S-8, there  is also included  as
part of Part I of this Registration Statement a reoffer prospectus relating to
the  reoffer  and  resale  of  47,438  shares  of Common Stock of 20th Century
Industries  (the  "Company"),  including  shares  held  by  persons who may be
considered  affiliates  of  the  Company,  as  defined  in  Rule 405 under the
Securities Act of 1933, as amended.

LA960720.169
3

REOFFER PROSPECTUS
                                       
                           20TH CENTURY INDUSTRIES
                                 COMMON STOCK
                             (WITHOUT PAR VALUE)
                                47,438 SHARES

            This Prospectus relates to 47,438 shares of Common Stock,  without
par value ("Common Stock"), of  20th Century Industries (the "Company")  which
have  previously  been  issued  pursuant  to  awards granted to date under the
Company's Restricted Shares Plan (the "Plan") to, and which may be offered for
resale from time to time by, certain employees of the Company named in Annex 1
hereto (the "Selling Shareholders").

            The Company will not receive any of the proceeds from the sale  of
the Common Stock offered hereby (hereinafter, the "Securities").  The  Company
will  pay  all  of  the  expenses  associated  with  the  registration  of the
Securities and this Prospectus.   The Selling Shareholders will pay  the other
costs, if any, associated with any sale of the Securities.

            The Common Stock  is quoted on  the New York  Stock Exchange under
the symbol "TW."  On March 28, 1996, the last reported sale price per share of
the Common Stock, as quoted on the New York Stock Exchange, was $15.875.
                                       
                       ________________________________
                                       
        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                   OF THIS PROSPECTUS.  ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.
                       _______________________________
                                       
                THE DATE OF THIS PROSPECTUS IS April 4, 1996.

LA960720.169
AVAILABLE INFORMATION

            The Company has  filed a Registration  Statement on Form  S-8 (the
"Registration  Statement")  with  the  Commission  under the Securities Act of
1933, as amended  (the "Securities Act"),  covering the Securities  covered by
this  Prospectus.    This  Prospectus  omits  certain information and exhibits
included in the Registration Statement,  copies of which may be  obtained upon
payment of  a fee  prescribed by  the Commission  or may  be examined  free of
charge at the principal office of the Commission in Washington, D.C.

            The Company is  subject to the  informational requirements of  the
Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act"), and in
accordance therewith  files reports,  proxy statements  and other  information
with the  Commission.   Such reports,  proxy statements  and other information
filed with the Commission  by the Company can  be inspected and copied  at the
public reference facilities maintained by the Commission at 450 Fifth  Street,
N.W., Washington, D.C.  20549, and at  the regional offices  of the Commission
located at 500 West Madison Street, Room 1400, Chicago, Illinois 60606 and  at
the Jacob K. Javits Federal Building, 75 Park Place, New York, New York 10278.
Copies of such material can be  obtained from the Public Reference Section  of
the  Commission  at  450  Fifth  Street,  N.W.,  Washington,  D.C.   20549, at
prescribed rates.

            The  Company's  Common  Stock  is  quoted  on  the  New York Stock
Exchange under  the symbol  "TW," and  reports and  information concerning the
Company can be inspected at such exchange, 20 Broad Street, New York, New York
10005.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The following documents heretofore  filed by the Company  with the
Commission are  by this  reference incorporated  in and  made a  part of  this
Prospectus:  (i) the  Annual Report on Form  10-K for the year  ended December
31, 1995, File No. 1-10828; (ii)  all other reports filed pursuant to  Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual  report referred  to in  (i) above;  (iii) the  description of  the
Common Stock set  forth in the  Company's registration statement  on Form 8-A,
filed with the  Commission on July  28, 1995, together  with any amendment  or
report filed with the Commission for the purpose of updating such description;
and (iv)  all reports  and other  documents filed  by the  Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of  the Exchange Act after the date of  this
Prospectus  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.  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 Prospectus to  the
extent that a  statement contained herein  or in any  other subsequently filed
document which also  is or is  deemed to be  incorporated by reference  herein
modifies or  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 Prospectus.

            Copies of all documents which are incorporated herein by reference
(not  including  the  exhibits  to  such  documents,  unless such exhibits are
specifically incorporated by reference into

LA960720.169
2

such documents  or into  this Prospectus)  will be  provided without charge to
each  person,  including  any  beneficial  owner,  to  whom this Prospectus is
delivered,  upon  a  written  or  oral  request  to  20th  Century Industries,
Attention:    Corporate  Secretary,  6301  Owensmouth  Avenue, Woodland Hills,
California 91367, telephone number (818) 704-3700.

                                 THE COMPANY

            The  principal  offices  of  the  Company  are  located  at   6301
Owensmouth Avenue,  Woodland Hills,  California 91367,  telephone number (818)
704-3700.

                             SELLING SHAREHOLDERS

            The table attached as Annex I hereto sets forth, as of the date of
this Prospectus or a subsequent date if amended or supplemented, (a) the  name
of each Selling Shareholder and his or her relationship to the Company  during
the last three years;  (b) the number of  shares of Common Stock  each Selling
Shareholder  beneficially  owned  prior  to  this  offering, (c) the number of
Securities offered pursuant  to this Prospectus  by each Selling  Shareholder;
and (d) the amount and the percentage of the Company's Common Stock that  will
be owned by each Selling Shareholder  after completion of this offering.   The
information contained in Annex I may  be amended or supplemented from time  to
time.

                               USE OF PROCEEDS

            The Company will not receive any of the proceeds from the sale  of
the Securities offered hereby.

                             PLAN OF DISTRIBUTION

            Sales of the Securities offered hereby may be made on the New York
Stock Exchange or  the over-the-counter market  or otherwise at  prices and on
terms then prevailing or at prices  related to the then current market  price,
or in  negotiated transactions.   The  Securities may  be sold  in (a) a block
trade  in  which  the  broker  or  dealer  so engaged will attempt to sell the
Securities as  agent but  may position  and resell  a portion  of the block as
principal to facilitate the transaction, (b) transactions in which a broker or
dealer acts as principal and  resells the Securities for its  account pursuant
to this Prospectus, (c) an exchange distribution in accordance with the  rules
of such exchange, and (d) ordinary brokerage transactions and transactions  in
which the broker solicits purchases.   In effecting sales, brokers  or dealers
engaged by the Selling Shareholders  may arrange for other brokers  or dealers
to participate.  Brokers or dealers will receive commissions or discounts from
Selling Shareholders in  amounts to be  negotiated immediately prior  to sale.
Such brokers or dealers and any other participating brokers or dealers may  be
deemed  to  be  "underwriters"  within  the  meaning  of the Securities Act in
connection with such sales and any discounts and commissions received by  them
and any profit realized by them on the resale of the Securities may be  deemed
to be underwriting discounts and commissions under the Securities Act.

            There is no  assurance that any  of the Selling  Shareholders will
offer for sale or sell

LA960720.169
3

any or all of the Securities covered by this Prospectus.

                                LEGAL MATTERS

            Certain  legal  matters  will  be  passed  upon for the Company by
Gibson, Dunn & Crutcher, Los Angeles, California.

                                   EXPERTS

            The consolidated financial statements of the Company  incorporated
by reference in the Company's Form  10-K for the year ended December  31, 1995
have been audited by Ernst & Young LLP, independent auditors, as set forth  in
their  report  thereon  included  and  incorporated  by  reference therein and
incorporated herein by reference.  Such consolidated financial statements  are
incorporated herein by reference in  reliance upon such report given  upon the
authority of such firm as experts in accounting and auditing.

            No  dealer,  sales  representative  or  any  other person has been
authorized to give any information or to make any representation not contained
in this Prospectus in connection with this offering other than those contained
in this Prospectus, and if  given or made, such information  or representation
must  not  be  relied  upon  as  having  been authorized by the Company or the
Selling Shareholders.  This Prospectus  does not constitute an offer  to sell,
or  a  solicitation  of  any  offer  to  buy,  Common  Stock  by anyone in any
jurisdiction in which such an offer  or solicitation is not authorized, or  in
which the person making such offer or solicitation  is not qualified to do so,
or to any person to whom it is unlawful to make such an offer or solicitation.
Neither the  delivery of  this Prospectus  nor any  sale made hereunder shall,
under any circumstances, create an implication that the information  contained
herein is correct as of any time subsequent to its date.

LA960720.169
4

                                   ANNEX I

                                                                                             Shares to be
                                                         Shares of                           Beneficially Owned
                                                         Common Stock                        upon Completion
                                                         Beneficially         Shares         of Offering(1)(3)
                              Relationship to Company       Owned as of          Offered      Number        Percent
    Selling Shareholder       During Last Three Years       March 25, 1996(1)    Hereby(2)
Richard A. Andre            Vice President, Human           11,722               1,870        9,852            *
                            Resources
John R. Bollington          Senior Vice President,          50,012               2,174        47,838           *
                            General Counsel and
                            Secretary
Margaret Chang              Treasurer and Assistant         58,852               1,217        57,635           *
                            Secretary
Teresa K. Colpo             Vice President, Marketing       4,334                609          3,725            *
William G. Crain            Vice President,                 31,289               1,522        29,767           *
                            Administrative Services
Richard A. Dinon            Senior Vice President,          15,802               1,522        14,280           *
                            Corporate Relations
Paul F. Farber              Senior Vice President, Claims   20,732               14,942       5,790            *
                            since 1995; Vice President,
                            Operations prior thereto
Richard L. Hill             Vice President, Corporate       5,993                200          5,793            *
                            Relations
William L. Mellick          Chief Executive Officer and     42,426               2,826        39,600           *
                            Director since 1995; President
                            since 1994; Chief Operating
                            Officer since 1993; Executive
                            Vice President 1993-1994
Joseph J. Pratt             Chief Actuary and Vice          7,535                7,135        400              *
                            President
Richard F. Schutt           Vice President, Operations      4,948                1,304        3,644            *
                            since 1995;  Vice President,
                            Underwriting prior thereto
Dean E. Stark               Vice President, Claims          4,800                652          4,148            *
Robert B. Tschudy           Senior Vice President and       11,465               11,465       0                *
                            Chief Financial Officer since
                            1995
- --------------------------
* Less than one percent.
(1)   Assumes that  all restrictions  on shares  of Common  Stock have lapsed.
      Includes,  for  certain  Selling  Shareholders,  shares  held by limited
      partnerships or  trusts.   Excludes, for  certain Selling  Shareholders,
      shares held by spouses as sole and separate property.
(2)   Includes all shares of Common  Stock acquired within the last  two years
      by the Selling  Shareholder under the  Plan, including shares  currently
      subject to restrictions.
(3)   Assumes that  all shares  offered hereby  are sold,  that no  additional
      shares will  be acquired  and that  no shares  other than  those offered
      hereby will be sold.

LA960720.169
2

                                       
                                   PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

            The  following   documents  heretofore   filed  by   20th  Century
Industries  (the  "Company"  or  the  "Registrant")  with  the  Securities and
Exchange  Commission  (the  "Commission")  (File  No. 1-10828) pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act") are  incorporated
by reference and shall be deemed a part hereof:

            (a)   20th Century Industries Annual  Report on Form 10-K  for the
fiscal year ended December 31, 1995;

            (b)   20th Century  Industries Current  Report on  Form 8-K  dated
January 23, 1996; and

            (c)   20th Century Industries  Registration Statement on  Form 8-A
dated July 28, 1995, as amended.

            All reports and other documents subsequently filed by the  Company
pursuant to Sections 13(a) and 13(c), 14 and 15(d) of the Exchange Act,  prior
to  the  filing  of  a  post-effective  amendment  which  indicates  that  all
securities offered  hereunder have  been sold  or which  deregisters all  such
securities  then  remaining  unsold,  shall  be  deemed  to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing  of
such  reports  and  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  herein or  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 a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

LA960720.169
1

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section  317  of  the   General  Corporation  Law  of   California
authorizes the Company  to indemnify and  advance expenses to,  subject to the
standards set forth therein, any person in connection with any action, suit or
proceeding brought or threatened by reason  of the fact that the person  is or
was  a  director,  officer,  employee  or  agent  of the Company.  The General
Corporation Law  of California  also provides  that the  Company may  purchase
insurance on behalf of any such director, officer, employee or agent.  Section
204  of  the  General  Corporation  Law  of  California permits the Company to
eliminate the liability of a director for monetary damages for breaches of the
director's fiduciary  duty, including  negligence, but  not including  certain
acts enumerated therein.

            Article VII  of the  Company's Articles  of Incorporation provides
that the  Company is  authorized to  provide indemnification  of its agents in
excess  of  that  expressly  permitted  under  Section  317  of  the   General
Corporation Law  of California  by bylaw,  agreement, vote  of shareholders or
disinterested   directors   or   otherwise,   to   the   fullest  extent  such
indemnification  may  be  authorized  by  the  Articles of Incorporation.  The
provisions of Article VII of the Bylaws authorize indemnification of, and  the
advancement of expenses  to, agents in  the same circumstances  and subject to
the  same  limitations  as  are  set  forth  in  Section  317 and require such
indemnification in  the same  situation as  Section 317.   Article  VII of the
Bylaws also provides that the Company  may advance to its agents the  expenses
of defending any proceeding if the agent provides an undertaking to repay such
advances  upon  a  determination  that  such  agent  is  not  entitled  to  be
indemnified as provided in  such Article.  Article  VII of the Bylaws  further
provides that  the Company  is not  obligated to  indemnify any  person in any
circumstance where it appears that  it would be inconsistent with  a provision
of the Articles of Incorporation, the Bylaws, a resolution of the shareholders
or an agreement which prohibits  or otherwise limits indemnification or  if it
would  be  inconsistent  with  any  condition  expressly imposed by a court in
approving a settlement.  In addition to the authorizations of  indemnification
provided by the Company's Articles of Incorporation and Bylaws, Article VI  of
the  Company's  Articles  of  Incorporation  provides  that  the  liability of
directors  for  monetary  damages  shall  be  eliminated to the fullest extent
permissible under California law.

            The Company has entered  into Indemnification Agreements with  its
directors and certain  of its executive  officers pursuant to  which directors
and officers party thereto have  (i) additional rights to indemnification  and
rights to advancement of expenses beyond the specific provisions of California
law and the Company's Articles  of Incorporation and Bylaws, (ii)  contractual
rights to indemnification and  advancement of expenses in  circumstances under
which such  indemnification and  advancement would  otherwise be  left to  the
discretion of  the Company's  Board of  Directors, and  (iii) protection  from
subsequent adverse changes in the indemnification provisions contained in  the
Company's Articles of Incorporation and Bylaws.

            The Company maintains  an insurance policy  pursuant to which  the
directors  and  officers  of  the  Company  are insured, within the limits and
subject  to  the  limitations  of  the  policy,  against  certain  expenses in
connection with the defense of certain claims, actions, suits or  proceedings,
and certain liabilities  which might be  imposed as a  result of such  claims,
actions,

LA960720.169
2

suits or proceedings,  which may be  brought against them  by reason of  their
being or having been directors and officers of the Company.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            The  Company  claimed  exemptions  from  registration  pursuant to
Sections 4(2)  and 4(6)  of the  Securities Act  of 1933  for shares of Common
Stock, no par value, of the Company previously issued pursuant to the  Company
Restricted Shares Plan (the "Shares").  These exemptions were available to the
Company for the Shares because the previous issuances did not involve a public
offering and involved offers  or sales  solely to  accredited investors.   The
Shares  were  issued  to  27  officers  and  employees,  each  of  whom  had a
preexisiting  relationship  with the  Company, and  the ability to assess  the
risks and merits  associated with  ownership  of  the  Shares.    Further, the
issuances  did not involve advertising or public solicitation.

ITEM 8.     EXHIBITS.

            3.1         Articles of Incorporation of the Registrant as amended
                        (previously  filed as  an Exhibit to the  Registrant's
                        Annual Report on Form  10-K for the fiscal  year ended
                        December   31,   1994   and   incorporated  herein  by
                        reference).

            3.2         Amended  and   Restated  Bylaws   of  the   Registrant
                        (previously filed  as an  Exhibit to  the Registrant's
                        Annual Report on Form  10-K for the fiscal  year ended
                        December   31,   1994   and   incorporated  herein  by
                        reference).

            4           20th Century Industries  Restricted  Shares  Plan,  as
                        amended.

            5           Opinion of Gibson, Dunn & Crutcher.

            23.1        Consent of Ernst & Young LLP.

            23.2        Consent  of  Gibson,  Dunn  &  Crutcher  (included  in
                        Exhibit 5 to this Registration Statement).

            24          Power of Attorney (included on  pages 6 and 7 of  this
                        Registration Statement).

            28          Schedule  P  of  Annual  Statement  on Form 2 filed by
                        Registrant's  insurance  company  affiliates  with the
                        California Department  of Insurance  (previously filed
                        as an  Exhibit to  the Registrant's  Annual Report  on
                        Form 10-K for the fiscal year ended December 31,  1995
                        and incorporated herein by reference).

LA960720.169
3

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;

                        (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)(1)(ii) do not apply
      if 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 Securities
      Exchange  Act  of  1934  that  are  incorporated  by  reference  in  the
      Registration Statement.

                  (2)   That,  for  the  purpose  of determining any liability
      under the  Securities Act  of 1933,  each such  post-effective amendment
      shall  be  deemed  to  be  a  new registration statement relating to the
      securities offered therein, and the offering of such securities at  that
      time shall be deemed to be the initial bona fide offering thereof.

                  (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 of  1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or  Section
15(d) of  the Securities  Exchange Act  of 1934  (and, where  applicable, each
filing of an employee benefit  plan's annual report pursuant to  Section 15(d)
of the Securities Exchange Act of  1934) 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

LA960720.169
4

offering thereof.

            (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or  otherwise,
the Registrant  has been  advised that  in the  opinion of  the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and  is, therefore, unenforceable.   In the event that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
Registrant of expenses incurred or paid by a director, officer or  controlling
person of  the Registrant  in the  successful defense  of any  action, suit or
proceeding) is  asserted by  such director,  officer or  controlling person in
connection with the securities  being registered, the Registrant  will, unless
in the  opinion of  its counsel  the matter  has been  settled by  controlling
precedent, submit to a court of appropriate jurisdiction the question  whether
such indemnification by it  is against public policy  as expressed in the  Act
and will be governed by the final adjudication of such issue.

LA960720.169
5

                                  SIGNATURES

            Pursuant to the  requirements of the  Securities Act of  1933, the
Registrant certifies that it has  reasonable grounds to believe that  it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto duly authorized, in the City of Woodland Hills, State of California,
on this 29th day of March, 1996.

                                                       20TH CENTURY INDUSTRIES
                                                                              
                                                                              
                                           By:  William L. Mellick
                                              --------------------
                                            President, Chief Executive Officer
                                            and Chief Operating Officer
                                       
                              POWER OF ATTORNEY

            KNOW ALL MEN BY THESE  PRESENTS, that each person whose  signature
appears below constitutes and appoints  William L. Mellick, Robert B.  Tschudy
and  John  R.  Bollington  and  each  of  them,  as his or her true and lawful
attorney-in-fact   and   agent   with   full   powers   of   substitution  and
resubstitution, for him or her and in his or her name, place and stead, in any
and all  capacities to  sign any  or all  amendments (including post-effective
amendments) to  this Registration  Statement, and  to file  the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith, with the
Securities and  Exchange Commission,  granting unto  said attorney-in-fact and
agent full power and authority to do and perform each and every act and  thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, lawfully do  or
cause to be done by virtue hereof.

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

            Signature               Title                          Date
            ---------               -----                          ----

John B. De Nault              Chairman of the Board of         March 29, 1996
- ----------------
                              Directors

LA960720.169
6

William L. Mellick            Director, President, Chief       March 29, 1996
- ------------------
                              Executive Officer and Chief
                              Operating Officer (Principal
                              Executive Officer)

Louis W. Foster               Director                         March 29, 1996
- ---------------

Stanley M. Burke              Director                         March 29, 1996
- ----------------

John B. De Nault, III         Director                         March 29, 1996
- ---------------------

Rachford Harris               Director                         March 29, 1996
- ---------------

LA960720.169
7

Robert B. Tschudy             Senior Vice President and        March 29, 1996
- -----------------
                              Chief Financial
                              Officer (Principal Financial
                              Officer)

LA960720.169
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                          EXHIBIT INDEX

Exhibit Number                      Description
- --------------                      -----------

3.1               Articles  of  Incorporation  of  the  Registrant  as amended
                  (previously filed as an  Exhibit to the Registrant's  Annual
                  Report on Form 10-K for  the fiscal year ended December  31,
                  1994 and incorporated herein by reference).

3.2               Amended and  Restated Bylaws  of the  Registrant (previously
                  filed as  an Exhibit  to the  Registrant's Annual  Report on
                  Form 10-K for  the fiscal year  ended December 31,  1994 and
                  incorporated herein by reference).

4                 20th Century Industries Restricted Shares Plan, as amended.

5                 Opinion of Gibson, Dunn & Crutcher.

23.1              Consent of Ernst & Young LLP.

23.2              Consent of Gibson, Dunn & Crutcher (included in Exhibit 5 to
                  this Registration Statement).

24                Power  of  Attorney  (included  on  pages  6  and  7 of this
                  Registration Statement).

28                Schedule  P  of  Annual   Statement  on  Form  2   filed  by
                  Registrant's   insurance   company   affiliates   with   the
                  California Department of  Insurance (previously filed  as an
                  Exhibit to the Registrant's  Annual Report on Form  10-K for
                  the fiscal  year ended  December 31,  1995 and  incorporated
                  herein by reference).

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