_________________________________________________________________
                                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
                    Retirement Savings Plan for Employees of
                       Guaranty National Insurance Company
                              (Full Title of Plan)

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

                         CALCULATION OF REGISTRATION FEE

--------------- ----------- -------------- -------------- ----------------
                              Proposed       Proposed
  Title of                    Maximum        Maximum
 Securities     Amount to   Offering Price   Aggregate       Amount of
    to be          be       Per Share (2)  Offering Price Registration Fee
 Registered     Registered
                  (1)
--------------- ----------- -------------- -------------- ----------------

Common Stock,    250,000        $36.6875    $9,171,875      $2,705.70
$1.00 par value
per share
-------------------- ------ -------------- -------------- ----------------
<PAGE>

(1) The 250,000 shares of Common Stock being registered  hereby will be issuable
from time to time by Orion  Capital  Corporation  (the  "Company")  to employees
participating in the Company's Retirement Savings Plan for Employees of Guaranty
National  Insurance  Company.  In addition to the 250,000 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  Retirement  Savings  Plan  for
Employees of Guaranty  National  Insurance Company 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 250,000 shares of Common Stock issuable under the Retirement
Savings Plan for Employees of Guaranty National  Insurance Company 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 September 3, 1998.


<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 Retirement Savings Plan for
Employees of Guaranty National  Insurance Company (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.


<PAGE>



   o Registrant's  Quarterly  Report on Form 10-Q for the quarter ended June 30,
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.




                                       -2-


<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 John J.  McCann,
Esq.,  Executive  Vice  President,  Chief Legal  Officer and  Secretary  for the
Registrant.  Mr. McCann  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.





                                       -3-


<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  Retirement Savings Plan for Employees of
        Guaranty National Insurance Company 5.0 Opinion of John J. McCann, Esq.

        15.0   Letter in Lieu of Consent of Deloitte & Touche LLP

        23.1   Consent of Deloitte & Touche LLP

        23.2   Consent of John J. McCann, 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;





                                       -4-


<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.

                                       -5-

                                   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 28th day of
May, 1998.


                            ORION CAPITAL CORPORATION



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
















                                       -6-


<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     May 28, 1998
                           and Chief Executive
                           Officer of the Company


/S/ Donald W. Ebbert, Jr.
   ----------------------
Donald W. Ebbert, Jr.     Executive Vice President   May 28, 1998
                          and Chief Financial
                          Officer


/S/ Gordon F. Cheesbrough
   ----------------------
Gordon F. Cheesbrough     Director                   May 28, 1998


/S/ John C. Colman
   ----------------------
John C. Colman            Director                   May 28, 1998


/S/ David H. Elliott
   ----------------------
David H. Elliott          Director                   May 28, 1998


/S/ Victoria  R. Fash
   ----------------------
Victoria R. Fash          Director                   May 28, 1998


/S/ Robert   H. Jeffrey
   ----------------------
Robert H. Jeffrey         Director                   May 28, 1998


/S/ Gordon   W. Kreh
   ----------------------
Gordon W. Kreh            Director                   May 28, 1998


----------------------
Warren R. Lyons           Director


----------------------
James K. McWilliams       Director


/S/ Ronald W. Moore
----------------------
Ronald W. Moore           Director                    May 28, 1998


/S/ William W. Weaver
----------------------
William W. Weaver         Director                    May 28, 1998


<PAGE>

---------------------------------------------------------------------------
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16609}]
{"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": "333-62951", "film-number": "98704755"}, "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
                    Retirement Savings Plan for Employees of
                       Guaranty National Insurance Company
                              (Full Title of Plan)

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

                         CALCULATION OF REGISTRATION FEE

--------------- ----------- -------------- -------------- ----------------
                              Proposed       Proposed
  Title of                    Maximum        Maximum
 Securities     Amount to   Offering Price   Aggregate       Amount of
    to be          be       Per Share (2)  Offering Price Registration Fee
 Registered     Registered
                  (1)
--------------- ----------- -------------- -------------- ----------------

Common Stock,    250,000        $36.6875    $9,171,875      $2,705.70
$1.00 par value
per share
-------------------- ------ -------------- -------------- ----------------
(1) The 250,000 shares of Common Stock being registered  hereby will be issuable
from time to time by Orion  Capital  Corporation  (the  "Company")  to employees
participating in the Company's Retirement Savings Plan for Employees of Guaranty
National  Insurance  Company.  In addition to the 250,000 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  Retirement  Savings  Plan  for
Employees of Guaranty  National  Insurance Company 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 250,000 shares of Common Stock issuable under the Retirement
Savings Plan for Employees of Guaranty National  Insurance Company 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 September 3, 1998.
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 Retirement Savings Plan for
Employees of Guaranty National  Insurance Company (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 Registrant's  Quarterly  Report on Form 10-Q for the quarter ended June 30,
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.

                                       -2-
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 John J.  McCann,
Esq.,  Executive  Vice  President,  Chief Legal  Officer and  Secretary  for the
Registrant.  Mr. McCann  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.

                                       -3-
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  Retirement Savings Plan for Employees of
        Guaranty National Insurance Company 5.0 Opinion of John J. McCann, Esq.

        15.0   Letter in Lieu of Consent of Deloitte & Touche LLP

        23.1   Consent of Deloitte & Touche LLP

        23.2   Consent of John J. McCann, 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;

                                       -4-
(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.

                                       -5-

                                   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 28th day of
May, 1998.

                            ORION CAPITAL CORPORATION

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

                                       -6-
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     May 28, 1998
                           and Chief Executive
                           Officer of the Company

/S/ Donald W. Ebbert, Jr.
   ----------------------
Donald W. Ebbert, Jr.     Executive Vice President   May 28, 1998
                          and Chief Financial
                          Officer

/S/ Gordon F. Cheesbrough
   ----------------------
Gordon F. Cheesbrough     Director                   May 28, 1998

/S/ John C. Colman
   ----------------------
John C. Colman            Director                   May 28, 1998

/S/ David H. Elliott
   ----------------------
David H. Elliott          Director                   May 28, 1998

/S/ Victoria  R. Fash
   ----------------------
Victoria R. Fash          Director                   May 28, 1998

/S/ Robert   H. Jeffrey
   ----------------------
Robert H. Jeffrey         Director                   May 28, 1998

/S/ Gordon   W. Kreh
   ----------------------
Gordon W. Kreh            Director                   May 28, 1998

----------------------
Warren R. Lyons           Director

----------------------
James K. McWilliams       Director

/S/ Ronald W. Moore
----------------------
Ronald W. Moore           Director                    May 28, 1998

/S/ William W. Weaver
----------------------
William W. Weaver         Director                    May 28, 1998
---------------------------------------------------------------------------