As filed with the Securities and Exchange Commission on January 19, 1996
                                                   Registration Number 33-     
                                                                          -----
    
                         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 Executive Offices)               (Zip Code)
    
          CHICAGO TITLE AND TRUST COMPANY SAVINGS AND PROFIT SHARING PLAN
                                (Full Title of 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 and address 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>








 <PAGE>
                          CALCULATION OF REGISTRATION FEE
 
 
 ==============================================================================
                                       PROPOSED       PROPOSED            
                                        MAXIMUM        MAXIMUM        AMOUNT
   TITLE OF               AMOUNT       OFFERING       AGGREGATE         OF
 SECURITIES TO            TO BE        PRICE PER      OFFERING     REGISTRATION
 BE REGISTERED (1)      REGISTERED      UNIT (2)      PRICE (2)         FEE
 
 ------------------------------------------------------------------------------
   Common Stock,   
    par value $1.00
    per share             15,000      $197.625       $2,964,375     $1,022.20 
 
 ==============================================================================
         
         (1)  In addition, pursuant to Rule 416(c) under the Securities Act 
              of 1933, this registration statement also covers an 
              indeterminate amount of interests to be offered or sold 
              pursuant to the employee benefit plan described herein.
              
         (2)  Estimated for the sole purpose of computing the registration 
              fee.  Pursuant to Securities Act Rule 457(c), the proposed 
              maximum offering price per unit is calculated as the average 
              of the high and low prices, reported by the New York Stock 
              Exchange, Inc., of the common stock of the registrant as of 
              January 12, 1996.
              
         
<PAGE>








              <PAGE>
                                         PART II
              
              
                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              
              ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
              
                        The following documents filed with the Commission 
              by 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, 1994;
              
                   (b)  Alleghany's Quarterly Reports on Form 10-Q for the 
                        quarters ended March 31, 1995, June 30, 1995 and 
                        September 30, 1995; 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 (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 or the Chicago 
              Title and Trust Company Savings and Profit Sharing Plan (the 
              "CT&T Savings Plan") 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.
              


    
    
    
                                       II-1
<PAGE>








                        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, 1994 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.  Such reports refer to the adoption 
              by Alleghany of the provisions of Financial Accounting 
              Standards Board's Statements of Financial Accounting 
              Standards No. 115, "Accounting for Certain Investments in 
              Debt and Equity Securities" and No. 109, "Accounting for 
              Income Taxes" at December 31, 1993 and in 1992, respectively.
              
              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. Chicago Title 
              and Trust Company ("CT&T") and The Chicago Trust Company 
              ("TCTC") are Illinois corporations and may be deemed to be 
              controlling persons of the CT&T Savings Plan.  Reference is 
              made to Section 145 of the Delaware General Corporation Law 
              as to indemnification by Alleghany of its officers and 
              directors and to Article 8, Section 8.75 of the Illinois 
              Business Corporation Act of 1983 as to indemnification by 
              CT&T and TCTC of their respective officers and directors.  
              The general effect of such laws 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 reason-
              able cause to believe his conduct was unlawful.
              
                        Article Tenth of Alleghany's Restated Certificate 
              of Incorporation, as amended (which Restated Certificate of 
    
    
    
                                       II-2
<PAGE>








              Incorporation is incorporated 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.  Article Six, Section 10 of CT&T's By-laws, as 
              revised to January 25, 1994, provides for the indemnification 
              of CT&T's officers and directors in accordance with the 
              Illinois Business Corporation Act of 1983.  Article 5 of 
              TCTC's By-laws provides for the indemnification of TCTC's 
              officers and directors in accordance with the Illinois 
              Business Corporation Act of 1983.
              
                        The Chicago Title and Trust Company Savings and 
              Profit Sharing Trust (the "Trust Agreement") provides that to 
              the extent permitted by law, CT&T, TCTC, successor through 
              corporate reorganization to CT&T in its fiduciary capacity 
              (the "Trustee"), any of the Trustee's employees that serve on 
              the committee (the "Committee") which, with CT&T, jointly 
              administers the CT&T Savings Plan, the Trustee's directors 
              and officers, and any directors, officers and employees of 
              any employer participating in the CT&T Savings Plan (an 
              "Employer") shall not be personally liable for any act done 
              or omitted to be done in good faith in the administration of 
              the trust (the "Trust") created by the Trust Agreement or the 
              CT&T Savings Plan.  The Trust Agreement further provides that 
              any employees of an Employer that serve on the Committee and 
              the directors and officers of any Employer shall be 
              indemnified and saved harmless from and against any and all 
              liability or claim of liability to which they may be 
              subjected by reason of any act done or omitted to be done in 
              good faith in connection with the administration of the CT&T 
              Savings Plan or the Trust, or the investment of the Trust 
              fund.  The Trustee shall be indemnified and saved harmless by 
              the Employers with respect to liability or claim of liability 
              to which the Trustee may be subjected by reason of its good 
              faith compliance with any directions given in accordance with 
              the provisions of the CT&T Savings Plan or the provisions of 
              the Trust by an investment manager, the Committee, CT&T or 
              any person duly authorized by CT&T, or by reason of its 
              failure to take action with respect to any assets of the 
              Trust which are subject to investment direction from an 
              investment manager in the absence of direction.
              

    
    
    
                                       II-3
<PAGE>








                        The directors and officers of Alleghany, CT&T and 
              TCTC are covered by insurance policies indemnifying them 
              against certain liabilities arising under the Securities Act, 
              which might be incurred by them in such capacities.
              
              ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
              
                        Not Applicable.








































    
    
    
                                       II-4
<PAGE>








              <PAGE>
              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.
              
                    4.1               Chicago Title and Trust Company 
                                      Savings and Profit Sharing Plan as 
                                      amended January 19, 1996.
              
                    4.2               Chicago Title and Trust Company 
                                      Savings and Profit Sharing Trust as 
                                      amended January 18, 1996.
              
                    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 January 19, 1996.
              
                   24                 Powers of Attorney.
              


    
    
    
                                       II-5
<PAGE>








                   28                 Information from reports furnished to 
                                      state regulatory authorities by 
                                      Underwriters Reinsurance Company and 
                                      Commercial Underwriters Insurance 
                                      Company, filed as Exhibit 28 to 
                                      Alleghany's Annual Report on 
                                      Form 10-K for the year ended 
                                      December 31, 1994, is incorporated 
                                      herein by reference.
              
                        Alleghany will cause the CT&T Savings Plan, as 
              amended to date, to be submitted to the Internal Revenue 
              Service ("IRS") in a timely manner and will cause to be made 
              all changes required by the IRS in order to qualify such plan.
              
              
              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 Commission by the registrant 
                   pursuant to Section 13 or Section 15(d) of the 

    
    
    
                                       II-6
<PAGE>








                   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.
    
    
    
                                       II-7
<PAGE>








              <PAGE>
                                       SIGNATURES
              
                        The Registrant.  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 19th day of January, 1996.
              
                                         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:  January 19, 1996    By: /s/ John J. Burns, Jr.         
                                            --------------------------------
                                                   John J. Burns, Jr.
                                                   President and Director
                                                   (principal executive
                                                   officer)
              
              
              Date:  January 19, 1996    By: /s/ Dan R. Carmichael*         
                                            --------------------------------
                                                   Dan R. Carmichael
                                                   Director
              
              
              Date:  January 19, 1996    By: /s/ David B. Cuming            
                                            --------------------------------
                                                   David B. Cuming
                                                   Senior Vice President
                                                   (principal financial
                                                   officer)
              
              

    
    
    
                                       II-8
<PAGE>








              Date:  January 19, 1996    By: /s/ Allan P. Kirby, Jr.*       
                                            --------------------------------
                                                   Allan P. Kirby, Jr.
                                                   Director
              
              
              Date:  January 19, 1996    By: /s/ F.M. Kirby*                
                                            --------------------------------
                                                   F.M. Kirby
                                                   Chairman of the Board
                                                   and Director
              
              
              Date:  January 19, 1996    By: /s/ William K. Lavin*          
                                            --------------------------------
                                                   William K. Lavin
                                                   Director
                                                     
              
              Date:  January 19, 1996    By: /s/ Peter R. Sismondo          
                                            --------------------------------
                                                   Peter R. Sismondo
                                                   Vice President, 
                                                   Controller, Treasurer
                                                   and Assistant Secretary
                                                   (principal accounting
                                                   officer)
              
              
              Date:  January 19, 1996    By: /s/ John E. Tobin*             
                                            --------------------------------
                                                   John E. Tobin
                                                   Director
              
              
              Date:  January 19, 1996    By: /s/ James F. Will*             
                                            --------------------------------
                                                   James F. Will
                                                   Director
              
              
              Date:  January 19, 1996    By: /s/ Paul F. Woodberry*         
                                            --------------------------------
                                                   Paul F. Woodberry
                                                   Director
              
              

    
    
    
                                       II-9
<PAGE>








              Date:  January 19, 1996    By: /s/ S. Arnold Zimmerman*       
                                            --------------------------------
                                                   S. Arnold Zimmerman
                                                   Director
              
                          *By: /s/ John J. Burns, Jr.  
                              -------------------------
                                  John J. Burns, Jr.
                                  Attorney-in-Fact
              
              
              <PAGE>
                        The Plan.  Pursuant to the requirements of the 
              Securities Act of 1933, the trustee of the CT&T Savings Plan has 
              duly caused this Registration Statement to be signed on its 
              behalf by the undersigned, thereunto duly authorized, in the 
              City of Chicago, State of Illinois on the 19th day of January, 
              1996.
              
                                         CHICAGO TITLE AND TRUST COMPANY 
                                         SAVINGS AND PROFIT SHARING PLAN
                                         
                                         
                                         By: /s/ Thomas J. Adams
                                            --------------------------------
                                            Thomas J. Adams
                                            Secretary,
                                              The Chicago Trust Company




















    
    
    
                                       II-10
<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.
              
                    4.1               Chicago Title and Trust Company 
                                      Savings and Profit Sharing Plan as 
                                      amended January 19, 1996.
              
                    4.2               Chicago Title and Trust Company 
                                      Savings and Profit Sharing Trust as 
                                      amended January 18, 1996.
              
                    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 January 19, 1996.
              
                   24                 Powers of Attorney.
              
<PAGE>








                   28                 Information from reports furnished to 
                                      state regulatory authorities by 
                                      Underwriters Reinsurance Company and 
                                      Commercial Underwriters Insurance 
                                      Company, filed as Exhibit 28 to 
                                      Alleghany's Annual Report on 
                                      Form 10-K for the year ended 
                                      December 31, 1994, is incorporated 
                                      herein by reference.
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{"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": "333-00323", "film-number": "96505676"}, "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 January 19, 1996
                                                   Registration Number 33-     
                                                                          -----
    
                         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 Executive Offices)               (Zip Code)
    
          CHICAGO TITLE AND TRUST COMPANY SAVINGS AND PROFIT SHARING PLAN
                                (Full Title of 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 and address 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
 
 
 ==============================================================================
                                       PROPOSED       PROPOSED            
                                        MAXIMUM        MAXIMUM        AMOUNT
   TITLE OF               AMOUNT       OFFERING       AGGREGATE         OF
 SECURITIES TO            TO BE        PRICE PER      OFFERING     REGISTRATION
 BE REGISTERED (1)      REGISTERED      UNIT (2)      PRICE (2)         FEE
 
 ------------------------------------------------------------------------------
   Common Stock,   
    par value $1.00
    per share             15,000      $197.625       $2,964,375     $1,022.20 
 
 ==============================================================================
         
         (1)  In addition, pursuant to Rule 416(c) under the Securities Act 
              of 1933, this registration statement also covers an 
              indeterminate amount of interests to be offered or sold 
              pursuant to the employee benefit plan described herein.
              
         (2)  Estimated for the sole purpose of computing the registration 
              fee.  Pursuant to Securities Act Rule 457(c), the proposed 
              maximum offering price per unit is calculated as the average 
              of the high and low prices, reported by the New York Stock 
              Exchange, Inc., of the common stock of the registrant as of 
              January 12, 1996.
PART II
              
              
                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              
              ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
              
                        The following documents filed with the Commission 
              by 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, 1994;
              
                   (b)  Alleghany's Quarterly Reports on Form 10-Q for the 
                        quarters ended March 31, 1995, June 30, 1995 and 
                        September 30, 1995; 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 (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 or the Chicago 
              Title and Trust Company Savings and Profit Sharing Plan (the 
              "CT&T Savings Plan") 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.
              

    
    
    
                                       II-1
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, 1994 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.  Such reports refer to the adoption 
              by Alleghany of the provisions of Financial Accounting 
              Standards Board's Statements of Financial Accounting 
              Standards No. 115, "Accounting for Certain Investments in 
              Debt and Equity Securities" and No. 109, "Accounting for 
              Income Taxes" at December 31, 1993 and in 1992, respectively.
              
              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. Chicago Title 
              and Trust Company ("CT&T") and The Chicago Trust Company 
              ("TCTC") are Illinois corporations and may be deemed to be 
              controlling persons of the CT&T Savings Plan.  Reference is 
              made to Section 145 of the Delaware General Corporation Law 
              as to indemnification by Alleghany of its officers and 
              directors and to Article 8, Section 8.75 of the Illinois 
              Business Corporation Act of 1983 as to indemnification by 
              CT&T and TCTC of their respective officers and directors.  
              The general effect of such laws 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 reason-
              able cause to believe his conduct was unlawful.
              
                        Article Tenth of Alleghany's Restated Certificate 
              of Incorporation, as amended (which Restated Certificate of 
    
    
    
                                       II-2
Incorporation is incorporated 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.  Article Six, Section 10 of CT&T's By-laws, as 
              revised to January 25, 1994, provides for the indemnification 
              of CT&T's officers and directors in accordance with the 
              Illinois Business Corporation Act of 1983.  Article 5 of 
              TCTC's By-laws provides for the indemnification of TCTC's 
              officers and directors in accordance with the Illinois 
              Business Corporation Act of 1983.
              
                        The Chicago Title and Trust Company Savings and 
              Profit Sharing Trust (the "Trust Agreement") provides that to 
              the extent permitted by law, CT&T, TCTC, successor through 
              corporate reorganization to CT&T in its fiduciary capacity 
              (the "Trustee"), any of the Trustee's employees that serve on 
              the committee (the "Committee") which, with CT&T, jointly 
              administers the CT&T Savings Plan, the Trustee's directors 
              and officers, and any directors, officers and employees of 
              any employer participating in the CT&T Savings Plan (an 
              "Employer") shall not be personally liable for any act done 
              or omitted to be done in good faith in the administration of 
              the trust (the "Trust") created by the Trust Agreement or the 
              CT&T Savings Plan.  The Trust Agreement further provides that 
              any employees of an Employer that serve on the Committee and 
              the directors and officers of any Employer shall be 
              indemnified and saved harmless from and against any and all 
              liability or claim of liability to which they may be 
              subjected by reason of any act done or omitted to be done in 
              good faith in connection with the administration of the CT&T 
              Savings Plan or the Trust, or the investment of the Trust 
              fund.  The Trustee shall be indemnified and saved harmless by 
              the Employers with respect to liability or claim of liability 
              to which the Trustee may be subjected by reason of its good 
              faith compliance with any directions given in accordance with 
              the provisions of the CT&T Savings Plan or the provisions of 
              the Trust by an investment manager, the Committee, CT&T or 
              any person duly authorized by CT&T, or by reason of its 
              failure to take action with respect to any assets of the 
              Trust which are subject to investment direction from an 
              investment manager in the absence of direction.
              

    
    
    
                                       II-3
The directors and officers of Alleghany, CT&T and 
              TCTC are covered by insurance policies indemnifying them 
              against certain liabilities arising under the Securities Act, 
              which might be incurred by them in such capacities.
              
              ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
              
                        Not Applicable.

    
    
    
                                       II-4
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.
              
                    4.1               Chicago Title and Trust Company 
                                      Savings and Profit Sharing Plan as 
                                      amended January 19, 1996.
              
                    4.2               Chicago Title and Trust Company 
                                      Savings and Profit Sharing Trust as 
                                      amended January 18, 1996.
              
                    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 January 19, 1996.
              
                   24                 Powers of Attorney.
              

    
    
    
                                       II-5
28                 Information from reports furnished to 
                                      state regulatory authorities by 
                                      Underwriters Reinsurance Company and 
                                      Commercial Underwriters Insurance 
                                      Company, filed as Exhibit 28 to 
                                      Alleghany's Annual Report on 
                                      Form 10-K for the year ended 
                                      December 31, 1994, is incorporated 
                                      herein by reference.
              
                        Alleghany will cause the CT&T Savings Plan, as 
              amended to date, to be submitted to the Internal Revenue 
              Service ("IRS") in a timely manner and will cause to be made 
              all changes required by the IRS in order to qualify such plan.
              
              
              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 Commission by the registrant 
                   pursuant to Section 13 or Section 15(d) of the 

    
    
    
                                       II-6
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.
    
    
    
                                       II-7
SIGNATURES
              
                        The Registrant.  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 19th day of January, 1996.
              
                                         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:  January 19, 1996    By: /s/ John J. Burns, Jr.         
                                            --------------------------------
                                                   John J. Burns, Jr.
                                                   President and Director
                                                   (principal executive
                                                   officer)
              
              
              Date:  January 19, 1996    By: /s/ Dan R. Carmichael*         
                                            --------------------------------
                                                   Dan R. Carmichael
                                                   Director
              
              
              Date:  January 19, 1996    By: /s/ David B. Cuming            
                                            --------------------------------
                                                   David B. Cuming
                                                   Senior Vice President
                                                   (principal financial
                                                   officer)
              
              

    
    
    
                                       II-8
Date:  January 19, 1996    By: /s/ Allan P. Kirby, Jr.*       
                                            --------------------------------
                                                   Allan P. Kirby, Jr.
                                                   Director
              
              
              Date:  January 19, 1996    By: /s/ F.M. Kirby*                
                                            --------------------------------
                                                   F.M. Kirby
                                                   Chairman of the Board
                                                   and Director
              
              
              Date:  January 19, 1996    By: /s/ William K. Lavin*          
                                            --------------------------------
                                                   William K. Lavin
                                                   Director
                                                     
              
              Date:  January 19, 1996    By: /s/ Peter R. Sismondo          
                                            --------------------------------
                                                   Peter R. Sismondo
                                                   Vice President, 
                                                   Controller, Treasurer
                                                   and Assistant Secretary
                                                   (principal accounting
                                                   officer)
              
              
              Date:  January 19, 1996    By: /s/ John E. Tobin*             
                                            --------------------------------
                                                   John E. Tobin
                                                   Director
              
              
              Date:  January 19, 1996    By: /s/ James F. Will*             
                                            --------------------------------
                                                   James F. Will
                                                   Director
              
              
              Date:  January 19, 1996    By: /s/ Paul F. Woodberry*         
                                            --------------------------------
                                                   Paul F. Woodberry
                                                   Director
              
              

    
    
    
                                       II-9
Date:  January 19, 1996    By: /s/ S. Arnold Zimmerman*       
                                            --------------------------------
                                                   S. Arnold Zimmerman
                                                   Director
              
                          *By: /s/ John J. Burns, Jr.  
                              -------------------------
                                  John J. Burns, Jr.
                                  Attorney-in-Fact
The Plan.  Pursuant to the requirements of the 
              Securities Act of 1933, the trustee of the CT&T Savings Plan has 
              duly caused this Registration Statement to be signed on its 
              behalf by the undersigned, thereunto duly authorized, in the 
              City of Chicago, State of Illinois on the 19th day of January, 
              1996.
              
                                         CHICAGO TITLE AND TRUST COMPANY 
                                         SAVINGS AND PROFIT SHARING PLAN
                                         
                                         
                                         By: /s/ Thomas J. Adams
                                            --------------------------------
                                            Thomas J. Adams
                                            Secretary,
                                              The Chicago Trust Company

    
    
    
                                       II-10
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.
              
                    4.1               Chicago Title and Trust Company 
                                      Savings and Profit Sharing Plan as 
                                      amended January 19, 1996.
              
                    4.2               Chicago Title and Trust Company 
                                      Savings and Profit Sharing Trust as 
                                      amended January 18, 1996.
              
                    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 January 19, 1996.
              
                   24                 Powers of Attorney.
28                 Information from reports furnished to 
                                      state regulatory authorities by 
                                      Underwriters Reinsurance Company and 
                                      Commercial Underwriters Insurance 
                                      Company, filed as Exhibit 28 to 
                                      Alleghany's Annual Report on 
                                      Form 10-K for the year ended 
                                      December 31, 1994, is incorporated 
                                      herein by reference.