As filed with the Securities and Exchange Commission on July 26, 1995
                                              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, including  zip code,  and telephone  number, including  area code,  of
                   registrant's principal executive offices)
                          ----------------------------
                             1995 STOCK OPTION 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, including zip code,  and telephone number, including area  code,
                        of agent for service of process)
                          ----------------------------
                                   Copies 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/            /
/Title of Each Class/  Amount  /   Maximum     /   Aggregate    /  Amount of /
/  of Securities    /   to be  /Offering Price /   Offering     /Registration/
/ to be Registered  /Registered/ Per Share(1)  /   Price(1)     /     Fee    /
/===================/==========/===============/================/============/
/Common Stock,      /          /               /                /            /
/Without Par Value  / 1,000,000/        $12.00 /    $12,000,000 /  $4,137.93 /
/===================/==========/===============/================/============/


(1)       Estimated  solely for the purpose of calculating the registration  fee
          pursuant to Rule 457(h)  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 July 24, 1995.

LA951570.027/19                         1

<PAGE> 1

                                        
                                    PART II
                                        
             INFORMATION NOT 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 (File No. 1-10828) pursuant  to the 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, 1994;
                    
                    (b)  20th Century Industries  Quarterly Report on  Form 10-Q
for the quarter ended March 31, 1995;
                    
                    (c)  20th  Century  Industries  Current  Reports on Form 8-K
dated January 3,  1995, January 27,  1995, February 22,  1995, June 2,  1995 and
June 26, 1995; and
                    (d)  20th Century Industries Registration Statement on  Form
8-A dated August 8, 1991, 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  Securities
Exchange Act  of 1934,  as amended  ("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.

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

LA951570.027/19                         2

<PAGE> 2

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 they  provide
an undertaking to repay  such advances if it  is determined that such  person 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, suits or
proceedings, which  may be  brought against  them by  reason of  their being  or
having been such directors and officers.

ITEM 7.             EXEMPTION FROM REGISTRATION CLAIMED.

                    Not applicable.

ITEM 8.             EXHIBITS.

                    4.1          20th Century Industries 1995 Stock Option Plan.
                    
                    4.2          Certificate 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).
                    
                    4.3           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).
                    
                    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 5 and 6 of
                                 this Registration Statement).

LA951570.027/19                         3

<PAGE> 3

                    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,  1994   and
                                 incorporated herein by reference).

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 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

LA951570.027/19                         4

<PAGE> 4

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.
                                        
                                   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
25th day of July, 1995.
                                        
                                   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                July 25, 1995
- ----------------------   Directors



William L. Mellick       Director, President, Chief Executive    July 25, 1995
- ----------------------   Officer and Chief Operating Officer
                         (Principal Executive Officer)


Louis W. Foster          Director                                July 25, 1995
- ----------------------

LA951570.027/19                         5

<PAGE> 5

Stanley M. Burke         Director                                July 25, 1995
- ----------------------

                         
John B. De Nault, III    Director                                July 25, 1995
- ----------------------

                         
R. Scott Foster, M.D.    Director                                July 25, 1995
- ----------------------

                         
Rachford Harris          Director                                July 25, 1995
- ----------------------

                         
Robert M. Sandler        Director                                July 25, 1995
- ----------------------

                         
Gregory M. Shepard       Director                                July 25, 1995
- ----------------------

                         
Arthur H. Voss           Director                                July 25, 1995
- ----------------------


Robert B. Tschudy        Vice President and Chief Financial      July 25, 1995
- ----------------------   Officer (Principal Financial Officer)

LA951570.027/19                         6

<PAGE> 6




                                        
                                 EXHIBIT INDEX

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

4.1                 20th Century Industries 1995 Stock Option Plan.

4.2                 Certificate  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).

4.3                 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).

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  5  and 6 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,  1994 and  incorporated
                    herein by reference).

LA951570.027/19                         7

<PAGE> 7




                      20TH CENTURY INDUSTRIES

                      1995 STOCK OPTION PLAN


     Section 1.  PURPOSE OF PLAN

       The  purpose of  this 1995  Stock Option  Plan ("Plan")  of 20th  Century
Industries, a California corporation (the  "Company"), is to enable the  Company
and any of its subsidiaries to attract, retain and motivate employees designated
as key Employees,  by providing for  or increasing the  proprietary interests of
such key Employees in the Company, and to enable the Company to attract,  retain
and motivate its  nonemployee directors and  further align their  interests with
those of  the shareholders  of the  Company by  providing for  or increasing the
proprietary interests of such directors in the Company.  The Plan is intended to
supplement the existing Restricted Shares Plan.

     Section 2.  PERSONS ELIGIBLE UNDER PLAN

      Any person, including any director  of the Company, who is  an employee of
the Company or any of its subsidiaries (an "Employee") and who in the opinion of
the  Committee  (hereinafter  defined)  possesses  a  capacity  to contribute in
substantial  measure  to  the  successful  performance  of  the Company shall be
eligible to be  considered for the  grant of Awards  (hereinafter defined) under
this Plan.  Any director of the  Company who is not an Employee (a  "Nonemployee
Director") shall automatically receive Nonemployee Director Options (hereinafter
defined) pursuant to  Section 4 hereof,  but shall not  otherwise participate in
this Plan.

     Section 3.  AWARDS

     (a)   The Committee  (hereinafter defined), on  behalf of the  Company,  is
authorized under this Plan to  grant options to Employees not  inconsistent with
the provisions of this  Plan for the issuance  of shares of common  stock of the
Company ("Common Shares").  The granting of such an option is referred to herein
as the grant of an Award.

     (b)   No Award shall provide for  an exercise price which is less  than the
Fair Market  Value of  the underlying  Common Shares  or the  date of  grant, as
defined in Section 4 (g).

     (c)   Common  Shares may  be issued  pursuant to  an Award for  any  lawful
consideration  as  determined  by  the  Committee including, without limitation,
services rendered by the recipient of such Award.

                                             1

<PAGE> 8

     (d)  Subject to the provisions of this Plan, the Committee, in its sole and
absolute discretion,  shall determine  all of  the terms  and conditions of each
Award granted  under this  Plan, which  terms and  conditions may include, among
other things:

          (i)  a provision permitting the recipient of such Award, including any
     recipient who is a director or officer of the Company, to pay the  purchase
     price of  the Common  Shares or  other property  issuable pursuant  to such
     Award, or such recipient's tax withholding obligation with respect to  such
     issuance, in whole or in part, by any one or more of the following:

              (A)  a reduction in the amount of Common Shares or  other property
          otherwise issuable pursuant to such Award, or

              (B)  the delivery of a promissory note, the terms  and  conditions
          ofwhich shall be determined by the Committee;

         (ii)  a provision conditioning or accelerating the receipt of  benefits
     pursuant to such  Award, either automatically  or in the  discretion of the
     Committee,  upon  the  occurrence  of  specified  events including, without
     limitation,  a  change  of  control  of  the  Company,  an acquisition of a
     specified percentage of the voting power of the Company, the dissolution or
     liquidation of the Company, a sale of substantially all of the property and
     assets of  the Company,  or an  event of  the type  described in  Section 8
     hereof;

         (iii) a provision  required  in order  for such Award to qualify  as an
     incentive stock option (an "Incentive  Stock Option") under Section 422  of
     the Internal Revenue Code (the "Code"); or

         (iv) a provision deemed by the Committee to be necessary to  avoid  the
     limitations on  deductibility of  certain compensation  pursuant to Section
     162(m) of the Code.

     (e)  Notwithstanding any other provision of this Plan, no Employee shall be
granted Awards in excess of 20,000 shares of Common Stock, subject to adjustment
pursuant to Section 8 hereof, during any one calendar year.

     (f)  Notwithstanding  any other provision of this Plan, no person  shall be
granted an Award  and no person  shall be entitled  to exercise any  rights with
respect to an Award previously granted  if such grant or exercise would  violate
any provision of  the charter of  the Company, or  would violate any  additional
restriction set  forth in  the agreement  evidencing such  Award.   Any grant or
exercise of an Award in violation of this paragraph (f) shall be void ab  initio
                                                                      ----------
and shall  not be  effective to  convey any  rights to  the person purporting to
receive such Award or exercise such rights.  The Company may require  recipients
of Awards

                                             2

<PAGE> 9

to make  such representations  and enter  into such  covenants as are reasonably
deemed necessary in order  to ensure that the  grant or exercise of  rights with
respect to Awards will not result in a violation of this paragraph (f).

     Section 4.  NONEMPLOYEE DIRECTOR OPTIONS

     (a)  Each  year, on the day  of the annual meeting  of shareholders  of the
Company  (or  any  adjournment  thereof)  at  which directors of the Company are
elected (the "Date of Grant"), each Nonemployee Director shall automatically  be
granted an  option (a  "Nonemployee Director  Option") to  purchase 2,000 Common
Shares.  Each Nonemployee Director shall automatically be granted a  Nonemployee
Director Option to purchase 2,000 Common Shares upon appointment to the Board of
Directors.  In no event shall a Nonemployee Director be granted options for more
than 2,000 Common Shares per calendar year.

     (b)   If, on  any date upon  which Nonemployee Director  Options are to  be
automatically granted pursuant  to this Section  4, the number  of Common Shares
remaining available for options under this Plan is insufficient for the grant to
each  Nonemployee  Director  of  a  Nonemployee  Director Option to purchase the
entire number of Common Shares specified  in this Section 4, then a  Nonemployee
Director Option to purchase a  proportionate amount of such available  number of
Common Shares  (rounded to  the nearest  whole share)  shall be  granted to each
Nonemployee director on such date.

     (c)  Each Nonemployee Director Option granted under this Plan shall  become
exercisable to purchase  100% of the  Common Shares subject  thereto (rounded to
the nearest whole share)  one year after the  Date of Grant of  such Nonemployee
Director Option.

     (d)  Each Nonemployee Director Option granted under this Plan shall  expire
upon the first to occur of the following:

          (i)   The first anniversary of the date upon which the optionee  shall
     cease  to  be  a  Nonemployee  Director  as  a  result  of  death  or total
     disability;

          (ii)  The 90th day after the date upon which the optionee shall  cease
     to be  a Nonemployee  Director for  any reason  other than  death or  total
     disability;

          (iii) The tenth  anniversary of the Date of Grant  of such Nonemployee
     Director Option.

     (e)  Each Nonemployee Director Option shall have an exercise price equal to
the aggregate  Fair Market  Value on  the Date  of Grant  of such  option of the
Common Shares subject thereto.

     (f)   Payment  of the  exercise price  of any Nonemployee  Director  Option
granted under this  Plan shall be  made in full,  in cash concurrently  with the
exercise of such Nonemployee Director Option; provided that the payment of  such
exercise price may

                                             3

<PAGE> 10

instead  be  made  in  whole  or  in  part by the delivery, concurrent with such
exercise and in accordance with Section 220.3(e)(4) of Regulation T  promulgated
under  the  Exchange  Act,  of  a  properly  executed  exercise  notice for such
Nonemployee Director Option and irrevocable instructions to a broker promptly to
deliver to the Company a specified dollar amount of the proceeds of a sale of or
a loan secured by the Common  Shares issuable upon exercise of such  Nonemployee
Director Option.

     (g)  For purposes of this Section 4 and Section 7, the "Fair Market  Value"
of a Common Share on any date  (the "Determination Date") shall be equal to  the
closing price  per Common  Share on  the business  day immediately preceding the
Determination Date, as reported in the Wall Street Journal, Western Edition, or,
if no closing price was so reported for such immediately preceding business day,
the closing price for the next preceding business day for which a closing  price
was so  reported, or,  if no  closing price  was so  reported for  any of the 30
business days immediately preceding the  Determination Date, the average of  the
high bid and low asked prices  per Common Share on the business  day immediately
preceding the Determination Date on the  New York Stock Exchange (NYSE) or  such
other system then in use, or, if  the Common Shares were not quoted by  any such
organization on  such immediately  preceding business  day, the  average of  the
closing bid and asked prices on  such day as furnished by a  professional market
maker making a market in the Common Shares selected by the Board.

     (h)  All outstanding Nonemployee Director Options theretofore granted under
this Plan shall terminate upon the first to occur of the following:

          (i)  the dissolution or liquidation of the Company;

          (ii) a  reorganization,  merger or  consolidation of the Company as  a
     result of  which the  outstanding securities  of the  class then subject to
     such  outstanding  Nonemployee  Director  Options  are  exchanged  for   or
     converted into cash, property and securities not issued by the Company  (or
     any combination thereof) unless the terms of such reorganization, merger or
     consolidation provide otherwise; or

          (iii) the sale of substantially all of the property and assets  of the
     Company.

     (j)   Each  Nonemployee  Director  Option shall  be nontransferable by  the
optionee other than by will or  the laws of descent and distribution,  and shall
be  exercisable  during  the  optionee's  lifetime  only  by the optionee or the
optionee's guardian or legal representative.

     (k)  Nonemployee Director Options are not intended to qualify as  Incentive
Stock Options.

     Section 5.  STOCK SUBJECT TO PLAN

     (a)  The aggregate  number of Common Shares that may be issued pursuant  to
all Incentive Stock  Options granted under  this Plan shall  not exceed 800,000,
subject to adjustment as provided in Section 8 hereof.

                                             4

<PAGE> 11

     (b)  At any time, the aggregate number of Common Shares issued and issuable
pursuant  to  all  Awards  (including  Incentive  Stock Options) and Nonemployee
Director Options granted under this Plan shall not exceed 1,000,000, subject  to
adjustment as provided in Section 8 hereof.

     (c)  For purposes of  Section 5(b) hereof, the aggregate  number of  Common
Shares  issued  and  issuable  pursuant  to  all Awards and Nonemployee Director
Options granted under this Plan shall at  any time be deemed to be equal  to the
sum of the following:

          (i)  the number of Common Shares which were issued prior to such  time
     pursuant  to  Awards  and  Nonemployee  Director Options granted under this
     Plan, other than  Common Shares which  were subsequently reacquired  by the
     Company  pursuant  to  the  terms  and  conditions  of such Awards and with
     respect to which the holder thereof received no benefits of ownership  such
     as dividends; plus

          (ii)  the number of Common Shares which were otherwise issuable  prior
     to such time  pursuant to Awards  granted under this  Plan, but which  were
     withheld by  the Company  as payment  of the  purchase price  of the Common
     Shares issued pursuant to such Awards or as payment of the recipient's  tax
     withholding obligation with respect to such issuance; plus

          (iii)the maximum number of Common Shares which are or may be  issuable
     at or after such time  pursuant to Awards and Nonemployee  Director Options
     granted under this Plan prior to such time.

     Section 6.  DURATION OF PLAN

     Neither Awards nor Nonemployee Director Options shall be granted under this
Plan on or  after April 6,  2005.  Although  Common Shares may  be issued on  or
after April 6, 2005 pursuant to Awards and Nonemployee Director Options  granted
prior to such date, no Common Shares shall be issued under this Plan on or after
April 6, 2015.

     Section 7.  ADMINISTRATION OF PLAN

     (a)   This  Plan  shall be administered  by a committee  of the Board  (the
"Committee")  consisting  of  two  or   more  directors,  each  of  whom   is  a
"disinterested person" (as such term is  defined in  subparagraph  (d)  of  Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as such Rule may be
amended from time to time).

     (b)   Subject  to  the  provisions of  this Plan,  the Committee  shall  be
authorized and empowered to do  all things necessary or desirable  in connection
with  the  administration  of  this  Plan,  including,  without  limitation, the
following:

          (i)   adopt, amend and rescind rules and regulations relating  to this
     Plan;

          (ii)  determine which Employees will be granted Awards;

                                             5

<PAGE> 12

          (iii) determine the terms and conditions of Awards granted,  including
     the number of Common Shares issuable pursuant thereto;

          (iv)  determine  the terms and conditions of the  Nonemployee Director
     Options that are automatically granted hereunder, other than the terms  and
     conditions specified in Section 4 hereof;

          (v)   determine  whether,  and  the  extent  to  which adjustments are
     required pursuant to Section 8 hereof; and

          (vi)  interpret and construe this Plan and the terms and conditions of
     all Awards and Nonemployee Director Options granted hereunder.

     (c)  the Committee shall calculate Fair Market  Value  (FMV)  in accordance
with Section 4(g) hereof.

     Section 8.  ADJUSTMENTS

      If the outstanding securities of  the class then subject to  this Plan are
increased, decreased  or exchanged  for or  converted into  cash, property  or a
different number or kind of securities,  or if cash, property or securities  are
distributed  in  respect  to  such  outstanding  securities, in either case as a
result   of   a   reorganization,   merger,   consolidation,   recapitalization,
restructuring, reclassification, partial  or complete liquidation,  stock split,
reverse stock split  or the like,  or if substantially  all of the  property and
assets of the Company are sold, then, unless the terms of such transaction shall
provide  otherwise,  the  Committee  shall  make  appropriate  and proportionate
adjustments in (a) the number and type of shares or other securities or cash  or
other property  that may  be acquired  pursuant to  Incentive Stock  Options and
other Awards, and  Nonemployee Director Options  theretofore granted under  this
Plan, (b) the maximum number and type of shares or other securities that may  be
issued pursuant  to Incentive  Stock Options  and other  Awards, and Nonemployee
Director Options thereafter granted under this Plan, and (c) the maximum  number
of Common Shares  with respect to  which Awards may  be granted to  any employee
during any calendar year; provided, however, that no adjustment shall be made to
Common  Shares  that  may  be  acquired  pursuant to outstanding Incentive Stock
Options or the maximum number of  Common Shares with respect to which  Incentive
Stock Options may be granted under this Plan, to the extent that such adjustment
would  result  in  such  options  being  treated  as  other than Incentive Stock
Options.

     Section 9.  AMENDMENT AND TERMINATION OF PLAN

     The Board may amend  or terminate this Plan at any time and in  any manner,
subject to the following limitations:

     (a)  no such amendment  or termination shall deprive the  recipient of  any
Award  or  Nonemployee  Director  Option  theretofore  granted  under this Plan,
without the consent of such recipient, of any of his or her rights thereunder or
with respect thereto; and

                                             6

<PAGE> 13

     (b)  Section 4 hereof shall not be amended more than once every six months,
other than to comport  with changes in the  Internal Revenue Code, the  Employee
Retirement Income Security Act, or the rules thereunder.

     Section 10.  EFFECTIVE DATE OF PLAN

     This  plan shall be effective as of  April 6, 1995, the date upon  which it
was approved by the  Board; provided that no  Common Shares may be  issued under
this Plan until it has been approved, directly or indirectly, by the affirmative
votes of the holders of a majority of the Common Shares of the Company  present,
or represented, and entitled to vote  at a meeting duly held in  accordance with
the laws of the State of California, or by written consent of a majority of  the
outstanding Common Shares.

                                             7

<PAGE> 14
                                    
                                                                        
                          GIBSON, DUNN & CRUTCHER
                                   LAWYERS
                          333 SOUTH GRAND AVENUE
                    LOS ANGELES, CALIFORNIA 90071-3197
                                   ----
                              (213)-229-70000
                        TELEX:  674930 GIBTRASK LSA
                        FACSIMILE:  (213) 229-7520
                                                                            
                                 July 25, 1995



WRITER'S DIRECT DIAL NUMBER                              OUR FILE NUMBER

(213) 229-7000                                            C 00335-00012


20th Century Industries
6301 Owensmouth Avenue
Woodland Hills, California  91367
               
               Re:       20th Century Industries -
                         Form S-8 Registration Statement
                         -------------------------------

Ladies and Gentlemen:
               
               We have acted  as special counsel  to 20th Century  Industries, a
California corporation (the "Company"), in  connection with (i) the filing  with
the Securities and Exchange  Commission of the Company's  registration statement
on Form S-8 (the "Registration  Statement") covering 1,000,000 shares of  common
stock, without par  value ("Common Stock"),  of the Company  that may be  issued
upon exercise of stock options under  the Company's 1995 Stock Option Plan  (the
"Option Plan"), and (ii)  the preparation of the  prospectus to be delivered  to
recipients of awards  under the Option  Plan as required  pursuant to Item  1 of
Form S-8 (the "Prospectus").
               
               As such counsel, we have examined the Registration Statement, the
Prospectus, the Option Plan and  exhibits thereto and such other  documents, and
have obtained such certificates and assurances from officers and representatives
of the Company and made such  additional inquiries, as we have deemed  necessary
for the purpose of rendering this  opinion.  We have assumed the  genuineness of
all  signatures  on,  and  the  authenticity  of,  all documents and instruments
submitted to us as  originals, and the conformity  to original documents of  all
documents submitted  to us  as copies.   We  have also  examined the proceedings
heretofore taken by the  Company in connection with  the adoption of the  Option
Plan and we assume  for the purposes of  this opinion that the  Company will not
grant any award under the Option  Plan pursuant to which shares of  Common Stock
could be  issued for  consideration that  is not  adequate in  form or amount to
support the issuance of fully paid stock under applicable state law.



<PAGE> 15

GIBSON, DUNN & CRUTCHER

20th Century Industries
July 25, 1995
Page 2

               
               On the basis  of the foregoing,  we are of  the opinion that  the
shares of Common Stock to be issued  by the Company pursuant to the Option  Plan
will, when sold and paid for in accordance with the terms of the Option Plan, be
validly issued, fully paid and nonassessable.
               
               We hereby consent to the filing of this opinion as an exhibit  to
the Registration Statement.
               
               
                                       Very truly yours,
               

                                       GIBSON, DUNN & CRUTCHER


PFZ/JKL/BPW/DAW


LA951570.027/19
                                        

                                   EXHIBIT 5
                                  ---------

<PAGE> 16

                                        
                              Accountant's Consent









The Board of Directors
20th Century Industries




We consent  to the  reference to  our firm  under the  caption "Experts"  in the
Registration Statement (Form  S-8 No. 33-00000)  pertaining to the  20th Century
Industries 1995 Stock Option Plan and to the incorporation by reference  therein
of  our  report  dated  February  17,  1995,  with  respect  to the consolidated
financial statements and  schedules of 20th  Century Industries included  in its
Annual Report on Form 10-K for the year ended December 31, 1994, filed with  the
Securities and Exchange Commission.



                                                 Ernst & Young LLP

Los Angeles, California
July 25, 1995


                                  EXHIBIT 23.1
                                  ------------
<PAGE> 17
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 45169}]
{"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": "033-61355", "film-number": "95556664"}, "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 July 26, 1995
                                              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, including  zip code,  and telephone  number, including  area code,  of
                   registrant's principal executive offices)
                          ----------------------------
                             1995 STOCK OPTION 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, including zip code,  and telephone number, including area  code,
                        of agent for service of process)
                          ----------------------------
                                   Copies 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/            /
/Title of Each Class/  Amount  /   Maximum     /   Aggregate    /  Amount of /
/  of Securities    /   to be  /Offering Price /   Offering     /Registration/
/ to be Registered  /Registered/ Per Share(1)  /   Price(1)     /     Fee    /
/===================/==========/===============/================/============/
/Common Stock,      /          /               /                /            /
/Without Par Value  / 1,000,000/        $12.00 /    $12,000,000 /  $4,137.93 /
/===================/==========/===============/================/============/

(1)       Estimated  solely for the purpose of calculating the registration  fee
          pursuant to Rule 457(h)  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 July 24, 1995.

LA951570.027/19                         1
1

                                        
                                    PART II
                                        
             INFORMATION NOT 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 (File No. 1-10828) pursuant  to the 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, 1994;
                    
                    (b)  20th Century Industries  Quarterly Report on  Form 10-Q
for the quarter ended March 31, 1995;
                    
                    (c)  20th  Century  Industries  Current  Reports on Form 8-K
dated January 3,  1995, January 27,  1995, February 22,  1995, June 2,  1995 and
June 26, 1995; and
                    (d)  20th Century Industries Registration Statement on  Form
8-A dated August 8, 1991, 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  Securities
Exchange Act  of 1934,  as amended  ("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.

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

LA951570.027/19                         2
2

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 they  provide
an undertaking to repay  such advances if it  is determined that such  person 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, suits or
proceedings, which  may be  brought against  them by  reason of  their being  or
having been such directors and officers.

ITEM 7.             EXEMPTION FROM REGISTRATION CLAIMED.

                    Not applicable.

ITEM 8.             EXHIBITS.

                    4.1          20th Century Industries 1995 Stock Option Plan.
                    
                    4.2          Certificate 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).
                    
                    4.3           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).
                    
                    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 5 and 6 of
                                 this Registration Statement).

LA951570.027/19                         3
3

                    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,  1994   and
                                 incorporated herein by reference).

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 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

LA951570.027/19                         4
4

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.
                                        
                                   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
25th day of July, 1995.
                                        
                                   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                July 25, 1995
- ----------------------   Directors

William L. Mellick       Director, President, Chief Executive    July 25, 1995
- ----------------------   Officer and Chief Operating Officer
                         (Principal Executive Officer)

Louis W. Foster          Director                                July 25, 1995
- ----------------------

LA951570.027/19                         5
5

Stanley M. Burke         Director                                July 25, 1995
- ----------------------

                         
John B. De Nault, III    Director                                July 25, 1995
- ----------------------

                         
R. Scott Foster, M.D.    Director                                July 25, 1995
- ----------------------

                         
Rachford Harris          Director                                July 25, 1995
- ----------------------

                         
Robert M. Sandler        Director                                July 25, 1995
- ----------------------

                         
Gregory M. Shepard       Director                                July 25, 1995
- ----------------------

                         
Arthur H. Voss           Director                                July 25, 1995
- ----------------------

Robert B. Tschudy        Vice President and Chief Financial      July 25, 1995
- ----------------------   Officer (Principal Financial Officer)

LA951570.027/19                         6
6

                                        
                                 EXHIBIT INDEX

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

4.1                 20th Century Industries 1995 Stock Option Plan.

4.2                 Certificate  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).

4.3                 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).

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  5  and 6 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,  1994 and  incorporated
                    herein by reference).

LA951570.027/19                         7
7

                      20TH CENTURY INDUSTRIES

                      1995 STOCK OPTION PLAN

     Section 1.  PURPOSE OF PLAN

       The  purpose of  this 1995  Stock Option  Plan ("Plan")  of 20th  Century
Industries, a California corporation (the  "Company"), is to enable the  Company
and any of its subsidiaries to attract, retain and motivate employees designated
as key Employees,  by providing for  or increasing the  proprietary interests of
such key Employees in the Company, and to enable the Company to attract,  retain
and motivate its  nonemployee directors and  further align their  interests with
those of  the shareholders  of the  Company by  providing for  or increasing the
proprietary interests of such directors in the Company.  The Plan is intended to
supplement the existing Restricted Shares Plan.

     Section 2.  PERSONS ELIGIBLE UNDER PLAN

      Any person, including any director  of the Company, who is  an employee of
the Company or any of its subsidiaries (an "Employee") and who in the opinion of
the  Committee  (hereinafter  defined)  possesses  a  capacity  to contribute in
substantial  measure  to  the  successful  performance  of  the Company shall be
eligible to be  considered for the  grant of Awards  (hereinafter defined) under
this Plan.  Any director of the  Company who is not an Employee (a  "Nonemployee
Director") shall automatically receive Nonemployee Director Options (hereinafter
defined) pursuant to  Section 4 hereof,  but shall not  otherwise participate in
this Plan.

     Section 3.  AWARDS

     (a)   The Committee  (hereinafter defined), on  behalf of the  Company,  is
authorized under this Plan to  grant options to Employees not  inconsistent with
the provisions of this  Plan for the issuance  of shares of common  stock of the
Company ("Common Shares").  The granting of such an option is referred to herein
as the grant of an Award.

     (b)   No Award shall provide for  an exercise price which is less  than the
Fair Market  Value of  the underlying  Common Shares  or the  date of  grant, as
defined in Section 4 (g).

     (c)   Common  Shares may  be issued  pursuant to  an Award for  any  lawful
consideration  as  determined  by  the  Committee including, without limitation,
services rendered by the recipient of such Award.

                                             1
8

     (d)  Subject to the provisions of this Plan, the Committee, in its sole and
absolute discretion,  shall determine  all of  the terms  and conditions of each
Award granted  under this  Plan, which  terms and  conditions may include, among
other things:

          (i)  a provision permitting the recipient of such Award, including any
     recipient who is a director or officer of the Company, to pay the  purchase
     price of  the Common  Shares or  other property  issuable pursuant  to such
     Award, or such recipient's tax withholding obligation with respect to  such
     issuance, in whole or in part, by any one or more of the following:

              (A)  a reduction in the amount of Common Shares or  other property
          otherwise issuable pursuant to such Award, or

              (B)  the delivery of a promissory note, the terms  and  conditions
          ofwhich shall be determined by the Committee;

         (ii)  a provision conditioning or accelerating the receipt of  benefits
     pursuant to such  Award, either automatically  or in the  discretion of the
     Committee,  upon  the  occurrence  of  specified  events including, without
     limitation,  a  change  of  control  of  the  Company,  an acquisition of a
     specified percentage of the voting power of the Company, the dissolution or
     liquidation of the Company, a sale of substantially all of the property and
     assets of  the Company,  or an  event of  the type  described in  Section 8
     hereof;

         (iii) a provision  required  in order  for such Award to qualify  as an
     incentive stock option (an "Incentive  Stock Option") under Section 422  of
     the Internal Revenue Code (the "Code"); or

         (iv) a provision deemed by the Committee to be necessary to  avoid  the
     limitations on  deductibility of  certain compensation  pursuant to Section
     162(m) of the Code.

     (e)  Notwithstanding any other provision of this Plan, no Employee shall be
granted Awards in excess of 20,000 shares of Common Stock, subject to adjustment
pursuant to Section 8 hereof, during any one calendar year.

     (f)  Notwithstanding  any other provision of this Plan, no person  shall be
granted an Award  and no person  shall be entitled  to exercise any  rights with
respect to an Award previously granted  if such grant or exercise would  violate
any provision of  the charter of  the Company, or  would violate any  additional
restriction set  forth in  the agreement  evidencing such  Award.   Any grant or
exercise of an Award in violation of this paragraph (f) shall be void ab  initio
                                                                      ----------
and shall  not be  effective to  convey any  rights to  the person purporting to
receive such Award or exercise such rights.  The Company may require  recipients
of Awards

                                             2
9

to make  such representations  and enter  into such  covenants as are reasonably
deemed necessary in order  to ensure that the  grant or exercise of  rights with
respect to Awards will not result in a violation of this paragraph (f).

     Section 4.  NONEMPLOYEE DIRECTOR OPTIONS

     (a)  Each  year, on the day  of the annual meeting  of shareholders  of the
Company  (or  any  adjournment  thereof)  at  which directors of the Company are
elected (the "Date of Grant"), each Nonemployee Director shall automatically  be
granted an  option (a  "Nonemployee Director  Option") to  purchase 2,000 Common
Shares.  Each Nonemployee Director shall automatically be granted a  Nonemployee
Director Option to purchase 2,000 Common Shares upon appointment to the Board of
Directors.  In no event shall a Nonemployee Director be granted options for more
than 2,000 Common Shares per calendar year.

     (b)   If, on  any date upon  which Nonemployee Director  Options are to  be
automatically granted pursuant  to this Section  4, the number  of Common Shares
remaining available for options under this Plan is insufficient for the grant to
each  Nonemployee  Director  of  a  Nonemployee  Director Option to purchase the
entire number of Common Shares specified  in this Section 4, then a  Nonemployee
Director Option to purchase a  proportionate amount of such available  number of
Common Shares  (rounded to  the nearest  whole share)  shall be  granted to each
Nonemployee director on such date.

     (c)  Each Nonemployee Director Option granted under this Plan shall  become
exercisable to purchase  100% of the  Common Shares subject  thereto (rounded to
the nearest whole share)  one year after the  Date of Grant of  such Nonemployee
Director Option.

     (d)  Each Nonemployee Director Option granted under this Plan shall  expire
upon the first to occur of the following:

          (i)   The first anniversary of the date upon which the optionee  shall
     cease  to  be  a  Nonemployee  Director  as  a  result  of  death  or total
     disability;

          (ii)  The 90th day after the date upon which the optionee shall  cease
     to be  a Nonemployee  Director for  any reason  other than  death or  total
     disability;

          (iii) The tenth  anniversary of the Date of Grant  of such Nonemployee
     Director Option.

     (e)  Each Nonemployee Director Option shall have an exercise price equal to
the aggregate  Fair Market  Value on  the Date  of Grant  of such  option of the
Common Shares subject thereto.

     (f)   Payment  of the  exercise price  of any Nonemployee  Director  Option
granted under this  Plan shall be  made in full,  in cash concurrently  with the
exercise of such Nonemployee Director Option; provided that the payment of  such
exercise price may

                                             3
10

instead  be  made  in  whole  or  in  part by the delivery, concurrent with such
exercise and in accordance with Section 220.3(e)(4) of Regulation T  promulgated
under  the  Exchange  Act,  of  a  properly  executed  exercise  notice for such
Nonemployee Director Option and irrevocable instructions to a broker promptly to
deliver to the Company a specified dollar amount of the proceeds of a sale of or
a loan secured by the Common  Shares issuable upon exercise of such  Nonemployee
Director Option.

     (g)  For purposes of this Section 4 and Section 7, the "Fair Market  Value"
of a Common Share on any date  (the "Determination Date") shall be equal to  the
closing price  per Common  Share on  the business  day immediately preceding the
Determination Date, as reported in the Wall Street Journal, Western Edition, or,
if no closing price was so reported for such immediately preceding business day,
the closing price for the next preceding business day for which a closing  price
was so  reported, or,  if no  closing price  was so  reported for  any of the 30
business days immediately preceding the  Determination Date, the average of  the
high bid and low asked prices  per Common Share on the business  day immediately
preceding the Determination Date on the  New York Stock Exchange (NYSE) or  such
other system then in use, or, if  the Common Shares were not quoted by  any such
organization on  such immediately  preceding business  day, the  average of  the
closing bid and asked prices on  such day as furnished by a  professional market
maker making a market in the Common Shares selected by the Board.

     (h)  All outstanding Nonemployee Director Options theretofore granted under
this Plan shall terminate upon the first to occur of the following:

          (i)  the dissolution or liquidation of the Company;

          (ii) a  reorganization,  merger or  consolidation of the Company as  a
     result of  which the  outstanding securities  of the  class then subject to
     such  outstanding  Nonemployee  Director  Options  are  exchanged  for   or
     converted into cash, property and securities not issued by the Company  (or
     any combination thereof) unless the terms of such reorganization, merger or
     consolidation provide otherwise; or

          (iii) the sale of substantially all of the property and assets  of the
     Company.

     (j)   Each  Nonemployee  Director  Option shall  be nontransferable by  the
optionee other than by will or  the laws of descent and distribution,  and shall
be  exercisable  during  the  optionee's  lifetime  only  by the optionee or the
optionee's guardian or legal representative.

     (k)  Nonemployee Director Options are not intended to qualify as  Incentive
Stock Options.

     Section 5.  STOCK SUBJECT TO PLAN

     (a)  The aggregate  number of Common Shares that may be issued pursuant  to
all Incentive Stock  Options granted under  this Plan shall  not exceed 800,000,
subject to adjustment as provided in Section 8 hereof.

                                             4
11

     (b)  At any time, the aggregate number of Common Shares issued and issuable
pursuant  to  all  Awards  (including  Incentive  Stock Options) and Nonemployee
Director Options granted under this Plan shall not exceed 1,000,000, subject  to
adjustment as provided in Section 8 hereof.

     (c)  For purposes of  Section 5(b) hereof, the aggregate  number of  Common
Shares  issued  and  issuable  pursuant  to  all Awards and Nonemployee Director
Options granted under this Plan shall at  any time be deemed to be equal  to the
sum of the following:

          (i)  the number of Common Shares which were issued prior to such  time
     pursuant  to  Awards  and  Nonemployee  Director Options granted under this
     Plan, other than  Common Shares which  were subsequently reacquired  by the
     Company  pursuant  to  the  terms  and  conditions  of such Awards and with
     respect to which the holder thereof received no benefits of ownership  such
     as dividends; plus

          (ii)  the number of Common Shares which were otherwise issuable  prior
     to such time  pursuant to Awards  granted under this  Plan, but which  were
     withheld by  the Company  as payment  of the  purchase price  of the Common
     Shares issued pursuant to such Awards or as payment of the recipient's  tax
     withholding obligation with respect to such issuance; plus

          (iii)the maximum number of Common Shares which are or may be  issuable
     at or after such time  pursuant to Awards and Nonemployee  Director Options
     granted under this Plan prior to such time.

     Section 6.  DURATION OF PLAN

     Neither Awards nor Nonemployee Director Options shall be granted under this
Plan on or  after April 6,  2005.  Although  Common Shares may  be issued on  or
after April 6, 2005 pursuant to Awards and Nonemployee Director Options  granted
prior to such date, no Common Shares shall be issued under this Plan on or after
April 6, 2015.

     Section 7.  ADMINISTRATION OF PLAN

     (a)   This  Plan  shall be administered  by a committee  of the Board  (the
"Committee")  consisting  of  two  or   more  directors,  each  of  whom   is  a
"disinterested person" (as such term is  defined in  subparagraph  (d)  of  Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as such Rule may be
amended from time to time).

     (b)   Subject  to  the  provisions of  this Plan,  the Committee  shall  be
authorized and empowered to do  all things necessary or desirable  in connection
with  the  administration  of  this  Plan,  including,  without  limitation, the
following:

          (i)   adopt, amend and rescind rules and regulations relating  to this
     Plan;

          (ii)  determine which Employees will be granted Awards;

                                             5
12

          (iii) determine the terms and conditions of Awards granted,  including
     the number of Common Shares issuable pursuant thereto;

          (iv)  determine  the terms and conditions of the  Nonemployee Director
     Options that are automatically granted hereunder, other than the terms  and
     conditions specified in Section 4 hereof;

          (v)   determine  whether,  and  the  extent  to  which adjustments are
     required pursuant to Section 8 hereof; and

          (vi)  interpret and construe this Plan and the terms and conditions of
     all Awards and Nonemployee Director Options granted hereunder.

     (c)  the Committee shall calculate Fair Market  Value  (FMV)  in accordance
with Section 4(g) hereof.

     Section 8.  ADJUSTMENTS

      If the outstanding securities of  the class then subject to  this Plan are
increased, decreased  or exchanged  for or  converted into  cash, property  or a
different number or kind of securities,  or if cash, property or securities  are
distributed  in  respect  to  such  outstanding  securities, in either case as a
result   of   a   reorganization,   merger,   consolidation,   recapitalization,
restructuring, reclassification, partial  or complete liquidation,  stock split,
reverse stock split  or the like,  or if substantially  all of the  property and
assets of the Company are sold, then, unless the terms of such transaction shall
provide  otherwise,  the  Committee  shall  make  appropriate  and proportionate
adjustments in (a) the number and type of shares or other securities or cash  or
other property  that may  be acquired  pursuant to  Incentive Stock  Options and
other Awards, and  Nonemployee Director Options  theretofore granted under  this
Plan, (b) the maximum number and type of shares or other securities that may  be
issued pursuant  to Incentive  Stock Options  and other  Awards, and Nonemployee
Director Options thereafter granted under this Plan, and (c) the maximum  number
of Common Shares  with respect to  which Awards may  be granted to  any employee
during any calendar year; provided, however, that no adjustment shall be made to
Common  Shares  that  may  be  acquired  pursuant to outstanding Incentive Stock
Options or the maximum number of  Common Shares with respect to which  Incentive
Stock Options may be granted under this Plan, to the extent that such adjustment
would  result  in  such  options  being  treated  as  other than Incentive Stock
Options.

     Section 9.  AMENDMENT AND TERMINATION OF PLAN

     The Board may amend  or terminate this Plan at any time and in  any manner,
subject to the following limitations:

     (a)  no such amendment  or termination shall deprive the  recipient of  any
Award  or  Nonemployee  Director  Option  theretofore  granted  under this Plan,
without the consent of such recipient, of any of his or her rights thereunder or
with respect thereto; and

                                             6
13

     (b)  Section 4 hereof shall not be amended more than once every six months,
other than to comport  with changes in the  Internal Revenue Code, the  Employee
Retirement Income Security Act, or the rules thereunder.

     Section 10.  EFFECTIVE DATE OF PLAN

     This  plan shall be effective as of  April 6, 1995, the date upon  which it
was approved by the  Board; provided that no  Common Shares may be  issued under
this Plan until it has been approved, directly or indirectly, by the affirmative
votes of the holders of a majority of the Common Shares of the Company  present,
or represented, and entitled to vote  at a meeting duly held in  accordance with
the laws of the State of California, or by written consent of a majority of  the
outstanding Common Shares.

                                             7
14
                                    
                                                                        
                          GIBSON, DUNN & CRUTCHER
                                   LAWYERS
                          333 SOUTH GRAND AVENUE
                    LOS ANGELES, CALIFORNIA 90071-3197
                                   ----
                              (213)-229-70000
                        TELEX:  674930 GIBTRASK LSA
                        FACSIMILE:  (213) 229-7520
                                                                            
                                 July 25, 1995

WRITER'S DIRECT DIAL NUMBER                              OUR FILE NUMBER

(213) 229-7000                                            C 00335-00012

20th Century Industries
6301 Owensmouth Avenue
Woodland Hills, California  91367
               
               Re:       20th Century Industries -
                         Form S-8 Registration Statement
                         -------------------------------

Ladies and Gentlemen:
               
               We have acted  as special counsel  to 20th Century  Industries, a
California corporation (the "Company"), in  connection with (i) the filing  with
the Securities and Exchange  Commission of the Company's  registration statement
on Form S-8 (the "Registration  Statement") covering 1,000,000 shares of  common
stock, without par  value ("Common Stock"),  of the Company  that may be  issued
upon exercise of stock options under  the Company's 1995 Stock Option Plan  (the
"Option Plan"), and (ii)  the preparation of the  prospectus to be delivered  to
recipients of awards  under the Option  Plan as required  pursuant to Item  1 of
Form S-8 (the "Prospectus").
               
               As such counsel, we have examined the Registration Statement, the
Prospectus, the Option Plan and  exhibits thereto and such other  documents, and
have obtained such certificates and assurances from officers and representatives
of the Company and made such  additional inquiries, as we have deemed  necessary
for the purpose of rendering this  opinion.  We have assumed the  genuineness of
all  signatures  on,  and  the  authenticity  of,  all documents and instruments
submitted to us as  originals, and the conformity  to original documents of  all
documents submitted  to us  as copies.   We  have also  examined the proceedings
heretofore taken by the  Company in connection with  the adoption of the  Option
Plan and we assume  for the purposes of  this opinion that the  Company will not
grant any award under the Option  Plan pursuant to which shares of  Common Stock
could be  issued for  consideration that  is not  adequate in  form or amount to
support the issuance of fully paid stock under applicable state law.
15

GIBSON, DUNN & CRUTCHER

20th Century Industries
July 25, 1995
Page 2

               
               On the basis  of the foregoing,  we are of  the opinion that  the
shares of Common Stock to be issued  by the Company pursuant to the Option  Plan
will, when sold and paid for in accordance with the terms of the Option Plan, be
validly issued, fully paid and nonassessable.
               
               We hereby consent to the filing of this opinion as an exhibit  to
the Registration Statement.
               
               
                                       Very truly yours,
               

                                       GIBSON, DUNN & CRUTCHER

PFZ/JKL/BPW/DAW

LA951570.027/19
                                        

                                   EXHIBIT 5
                                  ---------
16

                                        
                              Accountant's Consent

The Board of Directors
20th Century Industries

We consent  to the  reference to  our firm  under the  caption "Experts"  in the
Registration Statement (Form  S-8 No. 33-00000)  pertaining to the  20th Century
Industries 1995 Stock Option Plan and to the incorporation by reference  therein
of  our  report  dated  February  17,  1995,  with  respect  to the consolidated
financial statements and  schedules of 20th  Century Industries included  in its
Annual Report on Form 10-K for the year ended December 31, 1994, filed with  the
Securities and Exchange Commission.

                                                 Ernst & Young LLP

Los Angeles, California
July 25, 1995

                                  EXHIBIT 23.1
                                  ------------
17