As filed with the Securities and Exchange Commission  on October 6, 1997
                                                  Registration Number 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                --------------

                              ALLEGHANY CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                       51-0283071
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)      Identification Number)

        375 Park Avenue
      New York, New York                    10152
     (Address of Principal                (Zip Code)
      Executive Offices)

              UNDERWRITERS RE GROUP, INC. 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

                              Robert M. Hart, Esq.
             Senior Vice President, General Counsel and Secretary
                              Alleghany Corporation
                                 375 Park Avenue
                            New York, New York 10152
                                 (212) 752-1356
           (Name, address and telephone number of agent for service)

                                --------------

                                   Copies to:
                              Linda E. Ransom, Esq.
                         Donovan Leisure Newton & Irvine
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 632-3350
                                --------------


<PAGE>

                         CALCULATION OF REGISTRATION FEE

================================================================================
    Title                       Proposed     Proposed
     Of                         Maximum      Maximum
 Securities                     Offering     Aggregate        Amount
    To Be       Amount To Be    Price Per    Offering    Of Registration
 Registered     Registered(1)   Unit(2)      Price(2)          Fee

--------------------------------------------------------------------------------

Common Stock,
par value $1.00
per share         202,102       $132.445      $26,767,399      $8,111.33

================================================================================

(1)   This  Registration  Statement  shall also cover any  additional  shares of
      Common Stock which become issuable under the  Underwriters Re Group,  Inc.
      1997 Stock Option Plan (the "Plan") by reason of any stock dividend, stock
      split, recapitalization,  merger, consolidation or reorganization of or by
      the  Registrant  which  results  in an  increase  in  the  number  of  the
      Registrant's outstanding shares of Common Stock.

(2)   Pursuant to Rule 457(h) of the Securities Act of 1933, as amended,  solely
      for the purpose of computing the  registration  fee, the proposed  maximum
      offering price per unit was computed by multiplying  the exercise price of
      each option  granted under the Plan by the number of shares  issuable upon
      exercise of such option,  adding those results  together and dividing that
      sum by the total number of shares  issuable  upon  exercise of all options
      granted under the Plan.


<PAGE>


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

           The  following  documents  filed  with the  Securities  and  Exchange
Commission  by  Alleghany  Corporation   ("Alleghany")  (File  No.  1-9371)  are
incorporated herein by reference and made a part hereof:

     (a)  Alleghany's  Annual  Report on Form  10-K for the  fiscal  year  ended
          December 31, 1996;

     (b)  Alleghany's  Quarterly  Reports  on Form 10-Q for the  quarters  ended
          March 31, 1997 and June 30, 1997; and

     (c)  the  description  of the Common  Stock of  Alleghany  contained in its
          Registration  Statement on Form 10 filed pursuant to Section 12 of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          which  incorporates by reference certain portions of Alleghany's Proxy
          Statement  dated November 26, 1986 relating to its Special  Meeting of
          Stockholders  held on December 19, 1986; such description is qualified
          in its  entirety  by  reference  to the (i)  Restated  Certificate  of
          Incorporation of Alleghany, as amended, and (ii) By-Laws of Alleghany,
          as  amended,  filed as  Exhibits  3.1 and 3.2,  respectively,  to this
          Registration  Statement,  and any  amendment  or report  filed for the
          purpose of updating that description.

           All documents filed by Alleghany  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange  Act  subsequent  to the date of this  Registration
Statement and 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 part  hereof  from the date of filing of such
documents.

           The  consolidated   financial   statements  and  financial  statement
schedules of  Alleghany  and its  subsidiaries  included in or  incorporated  by
reference in  Alleghany's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 1996 have been  incorporated  herein by reference in reliance  upon
the reports,  also incorporated  herein by reference,  of KPMG Peat Marwick LLP,
independent certified public accountants, given on their authority as experts in
auditing and accounting.

ITEM 4.   DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Alleghany is a Delaware corporation. Reference is made to Section 145
of the Delaware General  Corporation Law as to  indemnification  by Alleghany of
its  officers  and  directors.  The  general  effect of such law is to empower a
corporation  to  indemnify  any of its officers and  directors  against  certain
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by the person to be indemnified in
connection with certain actions,  suits or proceedings  (threatened,  pending or
completed) if the person to be  indemnified  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,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

           Article Tenth of Alleghany's  Restated  Certificate of Incorporation,
as amended (which Restated  Certificate of Incorporation is incorporated  herein
by reference as Exhibit 3.1 to this  Registration  Statement),  provides for the
indemnification  of  Alleghany's  officers and directors in accordance  with the
Delaware  General  Corporation  Law, and includes,  as permitted by the Delaware
General Corporation Law, certain limitations on the potential personal liability
of members of Alleghany's Board of Directors for monetary damages as a result of
actions taken in their capacity as Board members.

           The  directors  and  officers of  Alleghany  are covered by insurance
policies  indemnifying  them  against  certain  liabilities  arising  under  the
Securities  Act of 1933,  as  amended,  which  might be incurred by them in such
capacities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

ITEM 8.   EXHIBITS.

           The documents listed hereunder are filed as exhibits hereto.

  EXHIBIT NUMBER                  DESCRIPTION

       3.1         Restated  Certificate  of  Incorporation  of  Alleghany,   as
                   amended by Amendment  accepted and received for filing by the
                   Secretary of State of the State of Delaware on June 23, 1988,
                   filed as Exhibit 20 to Alleghany's  Quarterly  Report on Form
                   10-Q for the quarter  ended June 30,  1988,  is  incorporated
                   herein by reference.

       3.2         By-Laws of  Alleghany  as amended  April 18,  1995,  filed as
                   Exhibit 3.1 to Alleghany's  Quarterly Report on Form 10-Q for
                   the quarter ended March 31, 1995, are incorporated  herein by
                   reference.

       4           Underwriters Re Group, Inc. 1997 Stock Option Plan.

       5           Opinion and Consent of Donovan Leisure Newton & Irvine.

      23.1         Consent of Donovan Leisure Newton & Irvine (included in
                   Exhibit 5 hereto).

      23.2         Consent of KPMG Peat Marwick LLP dated October 6, 1997.

      24           Powers of Attorney.


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 with or  furnished to the
Securities and Exchange  Commission 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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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 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.


<PAGE>


                                   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 New  York,  State  of New  York,  on the 6th day of
October, 1997.

                                   ALLEGHANY CORPORATION


                                   By:  /s/ John J. Burns, Jr.
                                       -----------------------
                                         John J. Burns, Jr.
                                         President



           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 dates indicated.


Date:  October 6, 1997             By:  /s/ John J. Burns, Jr.
                                       -----------------------
                                         John J. Burns, Jr.
                                         President and Director
                                         (principal executive
                                         officer)

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Dan R. Carmichael
                                         Director

Date:  October 6, 1997             By:  /s/ David B. Cuming
                                       -----------------------
                                         David B. Cuming
                                         Senior Vice President
                                         (principal financial
                                         officer)

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Thomas S. Johnson
                                         Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Allan P. Kirby, Jr.
                                         Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         F.M. Kirby
                                         Chairman of the Board
                                         and Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         William K. Lavin
                                         Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Roger Noall
                                         Director

Date:  October 6, 1997             By:  /s/ Peter R. Sismondo
                                       -----------------------
                                         Peter R. Sismondo
                                         Vice President,
                                         Controller, Treasurer
                                         and Assistant Secretary
                                         (principal accounting
                                         officer)

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         James F. Will
                                         Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Paul F. Woodberry
                                         Director




                  *By:    /s/ John J. Burns, Jr.
                          -----------------------
                          John J. Burns, Jr.
                          Attorney-in-Fact


<PAGE>


                                INDEX TO EXHIBITS

  EXHIBIT NUMBER                   DESCRIPTION

       3.1         Restated  Certificate  of  Incorporation  of  Alleghany,   as
                   amended by Amendment  accepted and received for filing by the
                   Secretary of State of the State of Delaware on June 23, 1988,
                   filed as Exhibit 20 to Alleghany's  Quarterly  Report on Form
                   10-Q for the quarter  ended June 30,  1988,  is  incorporated
                   herein by reference.

       3.2         By-Laws of  Alleghany  as amended  April 18,  1995,  filed as
                   Exhibit 3.1 to Alleghany's  Quarterly Report on Form 10-Q for
                   the quarter ended March 31, 1995, are incorporated  herein by
                   reference.

       4           Underwriters Re Group, Inc. 1997 Stock Option Plan.

       5           Opinion and Consent of Donovan Leisure Newton & Irvine.

      23.1         Consent  of  Donovan Leisure Newton & Irvine (included in 
                   Exhibit 5 hereto).

      23.2         Consent of KPMG Peat Marwick LLP dated October 6, 1997.

      24           Powers of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18714}]
{"company-data": {"conformed-name": "ALLEGHANY CORP /DE", "cik": "0000775368", "assigned-sic": "6361", "irs-number": "510283071", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37237", "film-number": "97691313"}, "business-address": {"street1": "PARK AVE PLZ", "city": "NEW YORK", "state": "NY", "zip": "10055", "phone": "2127521356"}, "mail-address": {"street1": "PARK AVENUE PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10055"}, "former-company": {"former-conformed-name": "ALLEGHANY FINANCIAL CORP", "date-changed": "19870115"}}
As filed with the Securities and Exchange Commission  on October 6, 1997
                                                  Registration Number 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                --------------

                              ALLEGHANY CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                       51-0283071
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)      Identification Number)

        375 Park Avenue
      New York, New York                    10152
     (Address of Principal                (Zip Code)
      Executive Offices)

              UNDERWRITERS RE GROUP, INC. 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

                              Robert M. Hart, Esq.
             Senior Vice President, General Counsel and Secretary
                              Alleghany Corporation
                                 375 Park Avenue
                            New York, New York 10152
                                 (212) 752-1356
           (Name, address and telephone number of agent for service)

                                --------------

                                   Copies to:
                              Linda E. Ransom, Esq.
                         Donovan Leisure Newton & Irvine
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 632-3350
                                --------------
CALCULATION OF REGISTRATION FEE

================================================================================
    Title                       Proposed     Proposed
     Of                         Maximum      Maximum
 Securities                     Offering     Aggregate        Amount
    To Be       Amount To Be    Price Per    Offering    Of Registration
 Registered     Registered(1)   Unit(2)      Price(2)          Fee

--------------------------------------------------------------------------------

Common Stock,
par value $1.00
per share         202,102       $132.445      $26,767,399      $8,111.33

================================================================================

(1)   This  Registration  Statement  shall also cover any  additional  shares of
      Common Stock which become issuable under the  Underwriters Re Group,  Inc.
      1997 Stock Option Plan (the "Plan") by reason of any stock dividend, stock
      split, recapitalization,  merger, consolidation or reorganization of or by
      the  Registrant  which  results  in an  increase  in  the  number  of  the
      Registrant's outstanding shares of Common Stock.

(2)   Pursuant to Rule 457(h) of the Securities Act of 1933, as amended,  solely
      for the purpose of computing the  registration  fee, the proposed  maximum
      offering price per unit was computed by multiplying  the exercise price of
      each option  granted under the Plan by the number of shares  issuable upon
      exercise of such option,  adding those results  together and dividing that
      sum by the total number of shares  issuable  upon  exercise of all options
      granted under the Plan.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

           The  following  documents  filed  with the  Securities  and  Exchange
Commission  by  Alleghany  Corporation   ("Alleghany")  (File  No.  1-9371)  are
incorporated herein by reference and made a part hereof:

     (a)  Alleghany's  Annual  Report on Form  10-K for the  fiscal  year  ended
          December 31, 1996;

     (b)  Alleghany's  Quarterly  Reports  on Form 10-Q for the  quarters  ended
          March 31, 1997 and June 30, 1997; and

     (c)  the  description  of the Common  Stock of  Alleghany  contained in its
          Registration  Statement on Form 10 filed pursuant to Section 12 of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          which  incorporates by reference certain portions of Alleghany's Proxy
          Statement  dated November 26, 1986 relating to its Special  Meeting of
          Stockholders  held on December 19, 1986; such description is qualified
          in its  entirety  by  reference  to the (i)  Restated  Certificate  of
          Incorporation of Alleghany, as amended, and (ii) By-Laws of Alleghany,
          as  amended,  filed as  Exhibits  3.1 and 3.2,  respectively,  to this
          Registration  Statement,  and any  amendment  or report  filed for the
          purpose of updating that description.

           All documents filed by Alleghany  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange  Act  subsequent  to the date of this  Registration
Statement and 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 part  hereof  from the date of filing of such
documents.

           The  consolidated   financial   statements  and  financial  statement
schedules of  Alleghany  and its  subsidiaries  included in or  incorporated  by
reference in  Alleghany's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 1996 have been  incorporated  herein by reference in reliance  upon
the reports,  also incorporated  herein by reference,  of KPMG Peat Marwick LLP,
independent certified public accountants, given on their authority as experts in
auditing and accounting.

ITEM 4.   DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Alleghany is a Delaware corporation. Reference is made to Section 145
of the Delaware General  Corporation Law as to  indemnification  by Alleghany of
its  officers  and  directors.  The  general  effect of such law is to empower a
corporation  to  indemnify  any of its officers and  directors  against  certain
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by the person to be indemnified in
connection with certain actions,  suits or proceedings  (threatened,  pending or
completed) if the person to be  indemnified  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,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

           Article Tenth of Alleghany's  Restated  Certificate of Incorporation,
as amended (which Restated  Certificate of Incorporation is incorporated  herein
by reference as Exhibit 3.1 to this  Registration  Statement),  provides for the
indemnification  of  Alleghany's  officers and directors in accordance  with the
Delaware  General  Corporation  Law, and includes,  as permitted by the Delaware
General Corporation Law, certain limitations on the potential personal liability
of members of Alleghany's Board of Directors for monetary damages as a result of
actions taken in their capacity as Board members.

           The  directors  and  officers of  Alleghany  are covered by insurance
policies  indemnifying  them  against  certain  liabilities  arising  under  the
Securities  Act of 1933,  as  amended,  which  might be incurred by them in such
capacities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

ITEM 8.   EXHIBITS.

           The documents listed hereunder are filed as exhibits hereto.

  EXHIBIT NUMBER                  DESCRIPTION

       3.1         Restated  Certificate  of  Incorporation  of  Alleghany,   as
                   amended by Amendment  accepted and received for filing by the
                   Secretary of State of the State of Delaware on June 23, 1988,
                   filed as Exhibit 20 to Alleghany's  Quarterly  Report on Form
                   10-Q for the quarter  ended June 30,  1988,  is  incorporated
                   herein by reference.

       3.2         By-Laws of  Alleghany  as amended  April 18,  1995,  filed as
                   Exhibit 3.1 to Alleghany's  Quarterly Report on Form 10-Q for
                   the quarter ended March 31, 1995, are incorporated  herein by
                   reference.

       4           Underwriters Re Group, Inc. 1997 Stock Option Plan.

       5           Opinion and Consent of Donovan Leisure Newton & Irvine.

      23.1         Consent of Donovan Leisure Newton & Irvine (included in
                   Exhibit 5 hereto).

      23.2         Consent of KPMG Peat Marwick LLP dated October 6, 1997.

      24           Powers of Attorney.

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 with or  furnished to the
Securities and Exchange  Commission 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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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 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 New  York,  State  of New  York,  on the 6th day of
October, 1997.

                                   ALLEGHANY CORPORATION

                                   By:  /s/ John J. Burns, Jr.
                                       -----------------------
                                         John J. Burns, Jr.
                                         President

           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 dates indicated.

Date:  October 6, 1997             By:  /s/ John J. Burns, Jr.
                                       -----------------------
                                         John J. Burns, Jr.
                                         President and Director
                                         (principal executive
                                         officer)

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Dan R. Carmichael
                                         Director

Date:  October 6, 1997             By:  /s/ David B. Cuming
                                       -----------------------
                                         David B. Cuming
                                         Senior Vice President
                                         (principal financial
                                         officer)

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Thomas S. Johnson
                                         Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Allan P. Kirby, Jr.
                                         Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         F.M. Kirby
                                         Chairman of the Board
                                         and Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         William K. Lavin
                                         Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Roger Noall
                                         Director

Date:  October 6, 1997             By:  /s/ Peter R. Sismondo
                                       -----------------------
                                         Peter R. Sismondo
                                         Vice President,
                                         Controller, Treasurer
                                         and Assistant Secretary
                                         (principal accounting
                                         officer)

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         James F. Will
                                         Director

Date:  October 6, 1997             By:                 *
                                       -----------------------
                                         Paul F. Woodberry
                                         Director

                  *By:    /s/ John J. Burns, Jr.
                          -----------------------
                          John J. Burns, Jr.
                          Attorney-in-Fact
INDEX TO EXHIBITS

  EXHIBIT NUMBER                   DESCRIPTION

       3.1         Restated  Certificate  of  Incorporation  of  Alleghany,   as
                   amended by Amendment  accepted and received for filing by the
                   Secretary of State of the State of Delaware on June 23, 1988,
                   filed as Exhibit 20 to Alleghany's  Quarterly  Report on Form
                   10-Q for the quarter  ended June 30,  1988,  is  incorporated
                   herein by reference.

       3.2         By-Laws of  Alleghany  as amended  April 18,  1995,  filed as
                   Exhibit 3.1 to Alleghany's  Quarterly Report on Form 10-Q for
                   the quarter ended March 31, 1995, are incorporated  herein by
                   reference.

       4           Underwriters Re Group, Inc. 1997 Stock Option Plan.

       5           Opinion and Consent of Donovan Leisure Newton & Irvine.

      23.1         Consent  of  Donovan Leisure Newton & Irvine (included in 
                   Exhibit 5 hereto).

      23.2         Consent of KPMG Peat Marwick LLP dated October 6, 1997.

      24           Powers of Attorney.