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
                1994 Stock Option Plan for Non-Employee Directors
                              (Full Title of Plan)

                                 John J. McCann
                 Executive Vice President & 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,       200,000        $58.031         $11,606,250       $3,423.84
$1.00 par value
per share
---------------- -------------- ---------------- ------------------ ------------

(1)   The  200,000  shares of  Common  Stock  being  registered  hereby  will be
      issuable from time to time by Orion Capital Corporation (the "Company") to
      non-employee members of the Orion Board of Directors  participating in the
      Company's Stock Option Plan for Non-Employee Directors. In addition to the
      200,000 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 Stock Option Plan for Non-Employee Directors
      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 200,000  shares of Common Stock issuable under the
      Stock Option Plan Plan for Non-Employee Directors 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.



























                                             -2-



<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  Stock  Option Plan for
Non-Employee   Directors  (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.

      o     The contents of the Registrant's  Registration Statement on Form S-8
            (Registration  No.  033-59847)  filed with the Commission on June 2,
            1995.

                                             -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  Stock  Option  Plan  for  Non-Employee
            Directors  (filed as  Exhibit  10(iii)  to the  Registrant's  Annual
            Report on Form 10-K for the fiscal year ended December 31, 1996.)

      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-

                                   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": 17223}]
{"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": "333-58939", "film-number": "98664990"}, "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
                1994 Stock Option Plan for Non-Employee Directors
                              (Full Title of Plan)

                                 John J. McCann
                 Executive Vice President & 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,       200,000        $58.031         $11,606,250       $3,423.84
$1.00 par value
per share
---------------- -------------- ---------------- ------------------ ------------

(1)   The  200,000  shares of  Common  Stock  being  registered  hereby  will be
      issuable from time to time by Orion Capital Corporation (the "Company") to
      non-employee members of the Orion Board of Directors  participating in the
      Company's Stock Option Plan for Non-Employee Directors. In addition to the
      200,000 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 Stock Option Plan for Non-Employee Directors
      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 200,000  shares of Common Stock issuable under the
      Stock Option Plan Plan for Non-Employee Directors 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.

                                             -2-
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  Stock  Option Plan for
Non-Employee   Directors  (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.

      o     The contents of the Registrant's  Registration Statement on Form S-8
            (Registration  No.  033-59847)  filed with the Commission on June 2,
            1995.

                                             -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  Stock  Option  Plan  for  Non-Employee
            Directors  (filed as  Exhibit  10(iii)  to the  Registrant's  Annual
            Report on Form 10-K for the fiscal year ended December 31, 1996.)

      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