As filed with the  Securities  and  Exchange  Commission  on  January  26,  1998

                                                 Registration Number 333--------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

               Delaware                               95-6069054
     (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)            Identification Number)

           600 Fifth Avenue
          New York, New York                          10020-2302
    (Address of Principal Executive                   (Zip Code)
               Offices)

                  WM. H. MCGEE & CO., INC. PROFIT SHARING PLAN
                              (Full Title of Plan)

                               Michael P. Maloney, Esq.
                 Senior Vice President, General Counsel and Secretary
                            Orion Capital Corporation
                                9 Farm Springs Road
                          Farmington, Connecticut 06032
                                 (860) 674-6600
                     (Name and address of agent for service)


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

                                   Copies to:
                              John J. McCann, Esq.
                         Donovan Leisure Newton & Irvine
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 632-3000

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



<PAGE>


                         CALCULATION OF REGISTRATION FEE
================================================================================

     TITLE                        PROPOSED       PROPOSED
      OF                          MAXIMUM        MAXIMUM           AMOUNT
   SECURITIES       AMOUNT TO     OFFERING       AGGREGATE           OF
     TO BE             BE         PRICE PER      OFFERING       REGISTRATION
  REGISTERED (1)    REGISTERED    UNIT (2)       PRICE (2)           FEE
-----------------------------------------------------------------------------
Common Stock,
 par value $1.00
 per share           100,000      $44.594        $4,459,000      $1,315.52
================================================================================

(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 22, 1998.



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  Pursuant to Rule  428(b)(1)  under the Securities Act of 1933,
as amended, the documents containing the information specified in Part I of Form
S-8 will be sent or given to each  participant  in the Wm. H. McGee & Co.,  Inc.
Profit  Sharing  Plan  (the  "McGee  Savings  Plan").  These  documents  and the
documents  incorporated by reference in the Registration  Statement  pursuant to
Item  3 of  Part  II  hereof,  taken  together,  constitute  the  Section  10(a)
Prospectus.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The  following  documents  filed with the  Commission by Orion
Capital  Corporation  ("Orion")  (File No.  1-7801) are  incorporated  herein by
reference and made a part hereof:

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

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

         (c)      the description of the Common Stock of Orion and its preferred
                  stock  purchase  rights  associated  with  the  Common  Stock,
                  contained  in its  Registration  Statement  filed  pursuant to
                  Section 12 of the Securities  Exchange Act of 1934, as amended
                  (the "Exchange Act") and any amendment or report filed for the
                  purpose of updating that description.

                  All  documents  filed  by  Orion  or the  McGee  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.

                  The   consolidated   financial   statements  and  the  related
financial  statement  schedules  incorporated in this Registration  Statement by
reference  from Orion's  Annual Report on Form 10-K for the year ended  December
31, 1996 have been audited by Deloitte & Touche LLP,  independent  auditors,  as
stated in their  report,  and have been so  incorporated  in  reliance  upon the
report of such firm given  upon their  authority  as experts in  accounting  and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Orion is a  Delaware  corporation.  Wm. H.  McGee & Co.,  Inc.
("McGee") is a New York corporation and may be deemed to be a controlling person
of the McGee  Savings  Plan.  Reference  is made to Section 145 of the  Delaware
General  Corporation  Law as to  indemnification  by Orion of its  officers  and
directors and to Sections 721 through 726 of the New York  Business  Corporation
Law as to  indemnification  by McGee of its 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 reasonable  cause to believe his conduct
was unlawful.

                  Article  IX of Orion's  By-laws  requires  indemnification  of
Orion's  directors and officers to the fullest extent  permitted by the Delaware
General  Corporation  Law ("Delaware  Law") and provides for the  advancement of
defense expenses provided the director or officer agrees to repay the advance if
it is ultimately determined that he is not entitled to indemnification.  Article
IX also  provides  that  the  indemnification  provided  by the  By-laws  is not
exclusive. Section 145(a) of Delaware Law provides in general that a corporation
may indemnify anyone who is or may be a party to a legal proceeding by reason of
his service as a director or officer against  expenses,  adjustments,  fines and
settlement  payments actually and reasonably  incurred if he acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests  of  the  corporation  and,  as to  any  criminal  proceeding,  had no
reasonable cause to believe his conduct was unlawful. Section 145(b) of Delaware
Law  provides  similarly  where  the  proceeding  is by or in the  right  of the
corporation  to procure a judgment in its favor.  Section 145(g) of Delaware Law
allows a corporation to maintain  insurance on behalf of any officer or director
against  any  liability  incurred  by him in such  capacity,  whether or not the
corporation  would have the power to indemnify him against such liability  under
Delaware  Law.  Registrant  maintains  such  directors  and  officers  liability
insurance coverage.

                  Each of  Orion's  directors  has  entered  into  an  indemnity
agreement  with Orion which (i) confirms the  indemnity set forth in the By-laws
and gives  assurances  that such indemnity will continue to be provided  despite
any By-law changes and (ii) provides,  subject to certain  conditions,  that the
director shall be indemnified to the fullest extent permitted by law against all
expenses, judgments, fines and settlement amounts incurred or paid by him in any
proceeding.

                  As permitted by Section 102(b)(7) of Delaware Law, Article VII
of Orion's Restated  Certificate of Incorporation  eliminates personal liability
of any  director  to Orion and its  stockholders  for  breach of the  director's
fiduciary  duty of care,  except  where the  director  has  breached his duty of
loyalty,  acted in bad faith,  engaged  in  intentional  or knowing  misconduct,
negligently or willfully  declared an improper  dividend or effected an unlawful
stock repurchase or redemption, or obtained any improper personal benefit.

                  Article  V of  McGee's  By-laws  requires  indemnification  of
McGee's  directors  and officers as permitted by Sections 721 through 725 of the
Business  Corporation  Law of New York  ("New York  Law") and  provides  for the
advancement of defense expenses provided the director or officer agrees to repay
the  advance  if  it  is  ultimately  determined  that  he is  not  entitled  to
indemnification.  The  McGee  By-laws  also  provide  that  the  indemnification
provisions  are not  exclusive and that other rights to  indemnification  may be
granted   through   shareholder    resolutions,    director    resolutions   and
indemnification agreements between McGee and its officers and directors. Section
726 of New York Law allows a corporation to maintain  insurance on behalf of any
officer or director  against  any  liability  incurred by him in such  capacity,
whether or not the  corporation  would have the power to  indemnify  him against
such liability  under New York Law.  Registrant  maintains  such  director's and
officer's liability insurance coverage.

                  Paragraph 6 of McGee's  Restated  Certificate of Incorporation
eliminates  personal liability of any director to McGee and its stockholders for
any breach of duty by the director,  except where,  in a judgment or other final
adjudication  adverse to the director,  the  director's  acts or omissions  were
determined  to be in bad  faith,  involve  intentional  misconduct  or a knowing
violation  of law or in which it was  determined  that the director  gained,  in
fact,  a  financial  profit or other  advantage  to which the  director  was not
legally entitled or that the director's acts violated New York Law Section 719.

                  The Wm. H. McGee & Co., Inc.  Profit Sharing Trust (the "Trust
Agreement")  provides  that McGee shall  indemnify  and save  harmless  from and
against all liability to which the trustee, Fidelity Management Trust Company, a
Massachusetts  corporation,  may be subjected by reason of any act or conduct in
its  capacity as trustee,  including  all  expenses  reasonably  incurred in its
defense,  except for losses or expenses resulting from the negligence or willful
misconduct of the Trustee or its affiliates.



<PAGE>


ITEM 8.  EXHIBITS.

                  The documents listed hereunder are filed as exhibits hereto.


EXHIBIT NUMBER                            DESCRIPTION
--------------                            -----------

     4.1        Wm. H. McGee & Co., Inc. Profit Sharing Plan as amended 
                effective January 1, 1997

     4.2        Wm. H. McGee & Co., Inc. Profit Sharing Trust as amended
                effective January 1, 1997

     23         Consent of Deloitte & Touche LLP dated January 23, 1998


                  Orion will cause the McGee  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
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

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 23rd day of
January, 1998.

                                        ORION CAPITAL CORPORATION


                                        By:/s/ W. Marston Becker
                                           --------------------------
                                           W. Marston Becker
                                           Chairman and
                                           Director



            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.  Each person whose signature appears
below authorizes Michael P. Maloney as attorney-in-fact, with full power of
substitution and resubstitution, to sign and file on his behalf, individually
and in each capacity stated below, all amendments to this Registration
Statement.


Date:  January 23, 1998               By:/s/ W. Marston Becker
                                           --------------------------
                                           W. Marston Becker
                                           Chairman and Director
                                           (Principal Executive Officer)

Date:  January 23, 1998               By:/s/ Daniel L. Barry
                                           --------------------------
                                           Daniel L. Barry
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)

Date:  January 23, 1998               By:/s/ Bertram J. Cohn
                                           --------------------------
                                           Bertram J. Cohn
                                           Director

Date:  January 23, 1998               By:/s/ Gordon F. Cheesbrough
                                           --------------------------
                                           Gordon F. Cheesbrough
                                           Director

Date:  January 23, 1998               By:/s/ John C. Coleman
                                           --------------------------
                                           John C. Coleman
                                           Director

Date:  January 23, 1998               By:/s/ Victoria R. Fash
                                           --------------------------
                                           Victoria R. Fash
                                           Director

Date:  January 23, 1998               By:/s/ Robert H. Jeffrey
                                           --------------------------
                                           Robert H. Jeffrey
                                           Director

Date:  January 23, 1998               By:/s/ Warren R. Lyons
                                           --------------------------
                                           Warren R. Lyons
                                           Director

Date:  January 23, 1998               By:/s/ James K. McWilliams
                                           --------------------------
                                           James K. McWilliams
                                           Director

Date:  January 23, 1998               By:/s/ Ronald W. Moore
                                           --------------------------
                                           Ronald W. Moore
                                           Director

Date:  January 23, 1998               By:/s/ Robert B. Sanborn
                                           --------------------------
                                           Robert B. Sanborn
                                           Director

Date:  January 23, 1998               By:/s/ William J. Shepherd
                                           --------------------------
                                           William J. Shepherd
                                           Director

Date:  January 23, 1998               By:/s/ John R. Thorne
                                           --------------------------
                                           John R. Thorne
                                           Director

Date:  January 23, 1998               By:/s/ Roger B. Ware
                                           --------------------------
                                           Roger B. Ware
                                           Director

Date:  January 23, 1998               By:
                                           --------------------------
                                           William Weaver
                                           Director


<PAGE>

                  The Plan.  Pursuant to the  requirements of the Securities Act
of 1933,  the trustee of or other persons who  administer the McGee Savings Plan
have 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 23rd day of January, 1998.


                                        WM. H. MCGEE & CO, INC.
                                        PROFIT SHARING PLAN


                                        By:/s/ Michael Miller
                                           --------------------------
                                           Michael Miller
                                           Chairman of the Employee
                                           Benefits Committee of
                                           Wm. H. McGee & Co., Inc.



<PAGE>



                                INDEX TO EXHIBITS


EXHIBIT NUMBER                            DESCRIPTION
--------------                            -----------

     4.1        Wm. H. McGee & Co., Inc. Profit Sharing Plan as amended 
                effective January 1, 1997

     4.2        Wm. H. McGee & Co., Inc. Profit Sharing Trust as amended
                effective January 1, 1997

     23         Consent of Deloitte & Touche LLP dated January 23, 1998
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23613}]
{"company-data": {"conformed-name": "ORION CAPITAL CORP", "cik": "0000074931", "assigned-sic": "6351", "irs-number": "956069054", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44901", "film-number": "98513109"}, "business-address": {"street1": "9 FARM SPRINGS RD", "street2": "24TH FLOOR", "city": "FARMINGTON", "state": "CT", "zip": "06032", "phone": "8606746600"}, "mail-address": {"street1": "600 FIFTH AVENUE", "street2": "24TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10020-2302"}, "former-company": [{"former-conformed-name": "EQUITY FUNDING CORP OF AMERICA", "date-changed": "19760518"}, {"former-conformed-name": "TONGOR CORP OF AMERICA", "date-changed": "19670330"}, {"former-conformed-name": "TONGOR CORP", "date-changed": "19661024"}]}
As filed with the  Securities  and  Exchange  Commission  on  January  26,  1998

                                                 Registration Number 333--------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

               Delaware                               95-6069054
     (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)            Identification Number)

           600 Fifth Avenue
          New York, New York                          10020-2302
    (Address of Principal Executive                   (Zip Code)
               Offices)

                  WM. H. MCGEE & CO., INC. PROFIT SHARING PLAN
                              (Full Title of Plan)

                               Michael P. Maloney, Esq.
                 Senior Vice President, General Counsel and Secretary
                            Orion Capital Corporation
                                9 Farm Springs Road
                          Farmington, Connecticut 06032
                                 (860) 674-6600
                     (Name and address of agent for service)

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

                                   Copies to:
                              John J. McCann, Esq.
                         Donovan Leisure Newton & Irvine
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 632-3000

                                 --------------
CALCULATION OF REGISTRATION FEE
================================================================================

     TITLE                        PROPOSED       PROPOSED
      OF                          MAXIMUM        MAXIMUM           AMOUNT
   SECURITIES       AMOUNT TO     OFFERING       AGGREGATE           OF
     TO BE             BE         PRICE PER      OFFERING       REGISTRATION
  REGISTERED (1)    REGISTERED    UNIT (2)       PRICE (2)           FEE
-----------------------------------------------------------------------------
Common Stock,
 par value $1.00
 per share           100,000      $44.594        $4,459,000      $1,315.52
================================================================================

(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 22, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  Pursuant to Rule  428(b)(1)  under the Securities Act of 1933,
as amended, the documents containing the information specified in Part I of Form
S-8 will be sent or given to each  participant  in the Wm. H. McGee & Co.,  Inc.
Profit  Sharing  Plan  (the  "McGee  Savings  Plan").  These  documents  and the
documents  incorporated by reference in the Registration  Statement  pursuant to
Item  3 of  Part  II  hereof,  taken  together,  constitute  the  Section  10(a)
Prospectus.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The  following  documents  filed with the  Commission by Orion
Capital  Corporation  ("Orion")  (File No.  1-7801) are  incorporated  herein by
reference and made a part hereof:

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

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

         (c)      the description of the Common Stock of Orion and its preferred
                  stock  purchase  rights  associated  with  the  Common  Stock,
                  contained  in its  Registration  Statement  filed  pursuant to
                  Section 12 of the Securities  Exchange Act of 1934, as amended
                  (the "Exchange Act") and any amendment or report filed for the
                  purpose of updating that description.

                  All  documents  filed  by  Orion  or the  McGee  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.

                  The   consolidated   financial   statements  and  the  related
financial  statement  schedules  incorporated in this Registration  Statement by
reference  from Orion's  Annual Report on Form 10-K for the year ended  December
31, 1996 have been audited by Deloitte & Touche LLP,  independent  auditors,  as
stated in their  report,  and have been so  incorporated  in  reliance  upon the
report of such firm given  upon their  authority  as experts in  accounting  and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Orion is a  Delaware  corporation.  Wm. H.  McGee & Co.,  Inc.
("McGee") is a New York corporation and may be deemed to be a controlling person
of the McGee  Savings  Plan.  Reference  is made to Section 145 of the  Delaware
General  Corporation  Law as to  indemnification  by Orion of its  officers  and
directors and to Sections 721 through 726 of the New York  Business  Corporation
Law as to  indemnification  by McGee of its 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 reasonable  cause to believe his conduct
was unlawful.

                  Article  IX of Orion's  By-laws  requires  indemnification  of
Orion's  directors and officers to the fullest extent  permitted by the Delaware
General  Corporation  Law ("Delaware  Law") and provides for the  advancement of
defense expenses provided the director or officer agrees to repay the advance if
it is ultimately determined that he is not entitled to indemnification.  Article
IX also  provides  that  the  indemnification  provided  by the  By-laws  is not
exclusive. Section 145(a) of Delaware Law provides in general that a corporation
may indemnify anyone who is or may be a party to a legal proceeding by reason of
his service as a director or officer against  expenses,  adjustments,  fines and
settlement  payments actually and reasonably  incurred if he acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests  of  the  corporation  and,  as to  any  criminal  proceeding,  had no
reasonable cause to believe his conduct was unlawful. Section 145(b) of Delaware
Law  provides  similarly  where  the  proceeding  is by or in the  right  of the
corporation  to procure a judgment in its favor.  Section 145(g) of Delaware Law
allows a corporation to maintain  insurance on behalf of any officer or director
against  any  liability  incurred  by him in such  capacity,  whether or not the
corporation  would have the power to indemnify him against such liability  under
Delaware  Law.  Registrant  maintains  such  directors  and  officers  liability
insurance coverage.

                  Each of  Orion's  directors  has  entered  into  an  indemnity
agreement  with Orion which (i) confirms the  indemnity set forth in the By-laws
and gives  assurances  that such indemnity will continue to be provided  despite
any By-law changes and (ii) provides,  subject to certain  conditions,  that the
director shall be indemnified to the fullest extent permitted by law against all
expenses, judgments, fines and settlement amounts incurred or paid by him in any
proceeding.

                  As permitted by Section 102(b)(7) of Delaware Law, Article VII
of Orion's Restated  Certificate of Incorporation  eliminates personal liability
of any  director  to Orion and its  stockholders  for  breach of the  director's
fiduciary  duty of care,  except  where the  director  has  breached his duty of
loyalty,  acted in bad faith,  engaged  in  intentional  or knowing  misconduct,
negligently or willfully  declared an improper  dividend or effected an unlawful
stock repurchase or redemption, or obtained any improper personal benefit.

                  Article  V of  McGee's  By-laws  requires  indemnification  of
McGee's  directors  and officers as permitted by Sections 721 through 725 of the
Business  Corporation  Law of New York  ("New York  Law") and  provides  for the
advancement of defense expenses provided the director or officer agrees to repay
the  advance  if  it  is  ultimately  determined  that  he is  not  entitled  to
indemnification.  The  McGee  By-laws  also  provide  that  the  indemnification
provisions  are not  exclusive and that other rights to  indemnification  may be
granted   through   shareholder    resolutions,    director    resolutions   and
indemnification agreements between McGee and its officers and directors. Section
726 of New York Law allows a corporation to maintain  insurance on behalf of any
officer or director  against  any  liability  incurred by him in such  capacity,
whether or not the  corporation  would have the power to  indemnify  him against
such liability  under New York Law.  Registrant  maintains  such  director's and
officer's liability insurance coverage.

                  Paragraph 6 of McGee's  Restated  Certificate of Incorporation
eliminates  personal liability of any director to McGee and its stockholders for
any breach of duty by the director,  except where,  in a judgment or other final
adjudication  adverse to the director,  the  director's  acts or omissions  were
determined  to be in bad  faith,  involve  intentional  misconduct  or a knowing
violation  of law or in which it was  determined  that the director  gained,  in
fact,  a  financial  profit or other  advantage  to which the  director  was not
legally entitled or that the director's acts violated New York Law Section 719.

                  The Wm. H. McGee & Co., Inc.  Profit Sharing Trust (the "Trust
Agreement")  provides  that McGee shall  indemnify  and save  harmless  from and
against all liability to which the trustee, Fidelity Management Trust Company, a
Massachusetts  corporation,  may be subjected by reason of any act or conduct in
its  capacity as trustee,  including  all  expenses  reasonably  incurred in its
defense,  except for losses or expenses resulting from the negligence or willful
misconduct of the Trustee or its affiliates.
ITEM 8.  EXHIBITS.

                  The documents listed hereunder are filed as exhibits hereto.

EXHIBIT NUMBER                            DESCRIPTION
--------------                            -----------

     4.1        Wm. H. McGee & Co., Inc. Profit Sharing Plan as amended 
                effective January 1, 1997

     4.2        Wm. H. McGee & Co., Inc. Profit Sharing Trust as amended
                effective January 1, 1997

     23         Consent of Deloitte & Touche LLP dated January 23, 1998

                  Orion will cause the McGee  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
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

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 23rd day of
January, 1998.

                                        ORION CAPITAL CORPORATION

                                        By:/s/ W. Marston Becker
                                           --------------------------
                                           W. Marston Becker
                                           Chairman and
                                           Director

            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.  Each person whose signature appears
below authorizes Michael P. Maloney as attorney-in-fact, with full power of
substitution and resubstitution, to sign and file on his behalf, individually
and in each capacity stated below, all amendments to this Registration
Statement.

Date:  January 23, 1998               By:/s/ W. Marston Becker
                                           --------------------------
                                           W. Marston Becker
                                           Chairman and Director
                                           (Principal Executive Officer)

Date:  January 23, 1998               By:/s/ Daniel L. Barry
                                           --------------------------
                                           Daniel L. Barry
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)

Date:  January 23, 1998               By:/s/ Bertram J. Cohn
                                           --------------------------
                                           Bertram J. Cohn
                                           Director

Date:  January 23, 1998               By:/s/ Gordon F. Cheesbrough
                                           --------------------------
                                           Gordon F. Cheesbrough
                                           Director

Date:  January 23, 1998               By:/s/ John C. Coleman
                                           --------------------------
                                           John C. Coleman
                                           Director

Date:  January 23, 1998               By:/s/ Victoria R. Fash
                                           --------------------------
                                           Victoria R. Fash
                                           Director

Date:  January 23, 1998               By:/s/ Robert H. Jeffrey
                                           --------------------------
                                           Robert H. Jeffrey
                                           Director

Date:  January 23, 1998               By:/s/ Warren R. Lyons
                                           --------------------------
                                           Warren R. Lyons
                                           Director

Date:  January 23, 1998               By:/s/ James K. McWilliams
                                           --------------------------
                                           James K. McWilliams
                                           Director

Date:  January 23, 1998               By:/s/ Ronald W. Moore
                                           --------------------------
                                           Ronald W. Moore
                                           Director

Date:  January 23, 1998               By:/s/ Robert B. Sanborn
                                           --------------------------
                                           Robert B. Sanborn
                                           Director

Date:  January 23, 1998               By:/s/ William J. Shepherd
                                           --------------------------
                                           William J. Shepherd
                                           Director

Date:  January 23, 1998               By:/s/ John R. Thorne
                                           --------------------------
                                           John R. Thorne
                                           Director

Date:  January 23, 1998               By:/s/ Roger B. Ware
                                           --------------------------
                                           Roger B. Ware
                                           Director

Date:  January 23, 1998               By:
                                           --------------------------
                                           William Weaver
                                           Director
The Plan.  Pursuant to the  requirements of the Securities Act
of 1933,  the trustee of or other persons who  administer the McGee Savings Plan
have 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 23rd day of January, 1998.

                                        WM. H. MCGEE & CO, INC.
                                        PROFIT SHARING PLAN

                                        By:/s/ Michael Miller
                                           --------------------------
                                           Michael Miller
                                           Chairman of the Employee
                                           Benefits Committee of
                                           Wm. H. McGee & Co., Inc.
INDEX TO EXHIBITS

EXHIBIT NUMBER                            DESCRIPTION
--------------                            -----------

     4.1        Wm. H. McGee & Co., Inc. Profit Sharing Plan as amended 
                effective January 1, 1997

     4.2        Wm. H. McGee & Co., Inc. Profit Sharing Trust as amended
                effective January 1, 1997

     23         Consent of Deloitte & Touche LLP dated January 23, 1998