SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 Amendment No. 4

                                 SCHEDULE 14D-1
                                (FINAL AMENDMENT)

                   Tender Offer Statement Pursuant to Section
                14(d)(1) of the Securities Exchange Act of 1934,

                          Guaranty National Corporation
                            (Name of Subject Company)

                            Orion Capital Corporation
                                    (Bidder)

                     Common Stock, par value $1.00 Per Share
                         (Title of Class of Securities)

                                    401192109
                      (CUSIP Number of Class of Securities)

                            Michael P. Maloney, Esq.
                               9 Farm Springs Road
                          Farmington, Connecticut 06032
                                 (860) 674-6600
  (Name, address and telephone number of person authorized to receive notices
                    and communications on behalf of bidder)

                                    Copy to:

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





     This  Statement  is filed  by Orion  Capital  Corporation  ("Orion").  This
Statement  relates  to the tender  offer of Orion to  purchase  all  outstanding
shares of common  stock,  par value $1.00 per share  (including  any  associated
stock purchase  rights) (the  "Shares"),  of Guaranty  National  Corporation,  a
Colorado  corporation  ("Guaranty"),  for $36.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in Orion's Offer to
Purchase  dated  November  5,  1997  (the  "Original  Offer  to  Purchase"),  as
supplemented  by the  Supplement to the Offer to Purchase dated December 1, 1997
(together  referred to as the "Offer to  Purchase")  and the  related  Letter of
Transmittal,  which together with amendments or supplements  thereto  constitute
the Offer (the  "Offer").  The Offer  terminated by its terms on the  Expiration
Date, December 5, 1997, at 12:00 midnight, New York City time.

     The Offer  was made  pursuant  to the  Agreement  and Plan of Merger  dated
October 31, 1997 between Orion and Guaranty,  which also provides for the merger
(the "Merger") of a wholly-owned subsidiary of Orion with and into Guaranty. The
Merger  became  effective as of December 16,  1997,  and each Share  outstanding
immediately prior to the time the Merger became effective,  other than Shares as
to which dissenters'  rights of appraisal have been duly and timely asserted and
perfected under the Colorado Business Corporation Act, and Shares held by Orion,
its  wholly-owned  subsidiaries  or Guaranty,  was  converted  into the right to
receive $36.00 in cash per Share, without interest,  all as more fully described
in the Offer to Purchase referred to herein.





     This Statement further amends the Schedule 14D-1 by incorporating herein by
reference the press release dated December 16, 1997 of Orion attached  hereto as
Exhibit  (a)(13).  This  Statement  also  amends  Items  6,  7, 10 and 11 of the
Schedule 14D-1 of Orion dated November 5, 1997  previously  amended by Amendment
No. 1 dated  December  1,  1997,  Amendment  No. 2 dated  December  8,  1997 and
Amendment No. 3 dated December 9, 1997 (as heretofore  and hereby  amended,  the
"Schedule  14D-1").  Except as otherwise  indicated  herein,  the Schedule 14D-1
remains  unchanged in all  respects.  Capitalized  terms not defined  herein are
deemed   defined  as  set  forth  in  the  Offer  to  Purchase,   as  previously
supplemented, and the Schedule 14D-1.

Item 6.  Interest in Securities of the Subject Company.

     The  information  set  forth  in Item 6 of the  Schedule  14D-1  is  hereby
supplemented as follows:

     Orion has purchased 2,884,526 Shares. Based on its final tabulation,  State
Street Bank and Trust Company,  the depositary for the Offer, has informed Orion
that 2,884,526  Shares were validly  tendered and not withdrawn  pursuant to the
Offer  (including  129,223  Shares  tendered  by means of notices of  guaranteed
delivery).

     On December 6, 1996, effective as of 12:01 a.m., Orion accepted for payment
2,884,526  Shares validly  tendered and not withdrawn prior to the expiration of
the Offer,  which,  together with the 12,129,942  Shares then owned by Orion and
certain of Orion's wholly-owned subsidiaries, represented approximately 99.4% of
the Shares currently outstanding.

Item 7.  Contracts, Arrangements, Understandings or Relationships
         with Respect to the Subject Company's Securities.

     The  information set forth in the press release of Orion dated December 16,
1997, a copy of which is attached  hereto as Exhibit  (a)(13),  is  incorporated
herein by reference.

Item 10.     Additional Information.

     Whether  or not  specifically  referenced  in  response  to  Items  of this
Statement,  the  information  contained in the press release dated  December 16,
1997,  a copy of  which  is  attached  hereto  as  Exhibit  (a)(13),  is  hereby
incorporated herein by reference.

Item 11.  Material to be filed as Exhibits

     (a)(13) Press release dated December 16, 1997.





                                    SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Dated:  December 16, 1997

                                               ORION CAPITAL CORPORATION


                                               By:      /s/ Michael P. Maloney
                                               Name:    Michael P. Maloney
                                               Title:   Senior Vice President,
                                                           Secretary and
                                                           General Counsel





                                  EXHIBIT INDEX

                  (a)(13) Press release of Orion dated December 16, 1997.

EX-99.A13.

            From:    Jeanne Hotchkiss                     Dawn W. Dover
                      Orion Capital Corporation            Kekst & Company
                      9 Farm Springs Road                  437 Madison Avenue
                      Farmington, CT  06032                New York, NY  10022
                      (860) 674-6754                       (212) 593-2655


FOR IMMEDIATE RELEASE

                        ORION CAPITAL NOTES COMPLETION OF
                            GUARANTY NATIONAL MERGER

Farmington,  CT  (December  16,  1997) -  Orion  Capital  Corporation  (NYSE:OC)
reported today that the merger between Guaranty National Corporation (previously
NYSE:GNC)  and an Orion  subsidiary  became  effective  as of December  16, 1997
making Guaranty National a wholly-owned subsidiary of Orion.


Orion  successfully  completed a tender offer to purchase all outstanding shares
of the common stock of Guaranty  National  Corporation  not held by Orion or its
subsidiaries for $36 per share with over 97% of those shares having been validly
tendered by December 5, 1997. The tender was conducted  pursuant to an agreement
entered into between  Orion and  Guaranty  National  which called for the merger
after completion of the tender offer.


Orion  Capital  Corporation  is engaged in the  specialty  property and casualty
insurance   business  through   wholly-owned   subsidiaries  which  include  EBI
Companies, DPIC Companies, Connecticut Specialty Insurance Group, Wm.
H. McGee, and Guaranty National Corporation.