SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  ___________

                                SCHEDULE 14D-1
                                Amendment No. 2
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                           ORION CAPITAL CORPORATION
                           (Name of Subject Company)


                   ROYAL & SUN ALLIANCE INSURANCE GROUP PLC
                               ROYAL GROUP, INC.
                             NTG ACQUISITION CORP.
                                   (Bidders)

                    Common Stock, Par Value $1.00 Per Share
                               (Title of Class)

                                  686268-10-3
                     (CUSIP Number of Class of Securities)
                       ________________________________

                              Joyce Wheeler, Esq.
                               Royal Group, Inc.
                           9300 Arrowpoint Boulevard
                     Charlotte, North Carolina 28273-8135
             Telephone: (704) 522-2000, Facsimile: (704) 522-3111

                                With a copy to:

                          Christopher E. Manno, Esq.
                           Willkie Farr & Gallagher
               787 Seventh Avenue, New York, New York 10019-6099
             Telephone: (212) 728-8000, Facsimile: (212) 728-8111

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     Royal & Sun Alliance Insurance Group plc, a public limited company
organized under the laws of England and Wales ("Royal plc"), NTG Acquisition, a
Delaware corporation and an indirect wholly-owned subsidiary of Royal plc
("Purchaser"), and Purchaser's parent, Royal Group,  Inc., a Delaware
corporation and an indirect wholly-owned subsidiary of Royal plc ("Royal US"),
hereby amend and supplement their Statement on Schedule 14D-1 filed with the
Securities and Exchange Commission (the "Commission") on July 16, 1999, as
amended by Amendment No. 1 filed on August 12, 1999 ("Schedule 14D-1"), with
respect to the Purchaser's offer to purchase 28,763,329 shares of Common Stock,
par value $1.00 per share (the "Shares"), of Orion Capital Corporation, a
Delaware corporation (the "Company"), and, if applicable, associated Preferred
Share Rights (the "Rights"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated July 16, 1999 (the "Offer to Purchase"),
and the related Letters of Transmittal (which together with the Offer to
Purchase and the Supplement constitute the "Offer").

     Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-1.

ITEM 10.  ADDITIONAL INFORMATION.

     The information set forth in Item 10(c) is hereby amended and supplemented
by the following:

     Pursuant to the requirements of the Hart-Scott-Rodino Act (the "HSR Act"),
Royal plc, Royal US and Purchaser filed their Notification and Report Forms with
respect to the Offer and the Merger with the Department of Justice and the
Federal Trade Commission on July 27, 1999.  Early termination of the waiting
period under the HSR Act with respect to the Offer was granted effective as of
August 9, 1999.

     The information set forth in Item 10(f) is hereby amended and supplemented
by the following:

     On September 10, 1999, Royal plc issued a press release announcing that the
Offer, the proration period and withdrawal rights have been extended and will
now expire at 4:30 p.m., New York City time, on Friday, October 1, 1999; a copy
of such press release is attached hereto as Exhibit (a)(11) and incorporated
herein by reference.


ITEM 11.  MATERIALS TO BE FILED AS EXHIBITS.

(a)(11)   Press Release of Royal plc dated September 10, 1999.


OFFER TO PURCHASE: Section 12.  Plans for the Company; Other Matters

     The information set forth in the Offer to Purchase, under the caption
"Section 9-Certain Information Concerning Purchaser, Royal US and Royal plc is
hereby amended and supplemented

                                       2


by deleting the second sentence under the sub-caption "Selected Financial
Information" and replacing it in its entirety with the following sentence:

     Using an exchange rate for Pounds Sterling into U.S. Dollars
     based upon the noon buying rate on December 31, 1998 for
     cable transfers in foreign securities as certified for
     customs purposes by the Federal Reserve Bank in New York
     City (the "Noon Buying Rate"), the net premiums and policy
     fees for the same period were $15,314 million and $16,140
     million, respectively.

                                       3


                                   SIGNATURE

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

Dated: September 10, 1999

                                   NTG ACQUISITION CORP.

                                   By:  /s/ Terry Broderick
                                      ------------------------------------------
                                   Name: Terry Broderick
                                   Title: President


                                   ROYAL GROUP, INC.

                                   By:  /s/ Terry Broderick
                                      ------------------------------------------
                                   Name: Terry Broderick
                                   Title: President


                                   ROYAL & SUN ALLIANCE INSURANCE GROUP PLC

                                   By:  /s/ D.J. Miller
                                      ------------------------------------------
                                   Name: D.J. Miller
                                   Title: Director, Legal & Secretarial


                               INDEX TO EXHIBITS

Exhibit                                                      Sequential Page No.
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(a)(11)        Press Release of Royal plc dated September 10, 1999.

EX-99.(A)(11)

                                                                 EXHIBIT (a)(11)

FOR IMMEDIATE RELEASE:

ROYAL & SUN ALLIANCE INSURANCE GROUP plc EXTENDS EXPIRATION DATE OF TENDER OFFER
                         FOR ORION CAPITAL CORPORATION


New York, New York, September 10, 1999 -- Royal & Sun Alliance Insurance Group
plc, London, announced today that it has extended the expiration date of its
US$50.00 per share cash tender offer for all the outstanding shares of common
stock of Orion Capital Corporation (NYSE: OC), Farmington, CT to 4:30 p.m., New
York City time, on Friday, October 1, 1999, unless the tender offer is further
extended. The extension has been made in order to permit the parties to obtain
insurance regulatory approvals.  It is expected that the tender offer will be
completed during the fourth quarter of 1999.  Royal & Sun Alliance has made the
initial filings with the applicable insurance regulatory authorities and is
awaiting approval.

There is a statutory requirement in Oklahoma, South Carolina and Connecticut
that a hearing be held prior to securing formal regulatory approval.  At this
time, Royal & SunAlliance is in the process of scheduling such hearings.  It is
not expected that hearings will be held in the remaining states in which
regulatory approval is required.

As of the close of business on September 9, 1999, approximately 16.0 million
shares of common stock of Orion had been validly tendered and not withdrawn
pursuant to the tender offer.

Citibank N.A. is depository for the tender offer, MacKenzie Partners, Inc. is
the information agent, and Salomon Smith Barney, Inc. is the dealer manager.
Additional copies of the Offer to Purchase and all other tender offer materials
may be obtained from MacKenzie Partners at 1-800-322-2885. Shareholders may also
contact their brokers, dealers, commercial banks and trust companies or other
nominees for assistance concerning the tender offer.

Orion Capital is a leader in the specialty property and casualty insurance
business through wholly owned subsidiaries operating in three focused segments:
nonstandard personal automobile insurance through OrionAuto, workers
compensation through EBI Companies and specialty commercial insurance through
Orion Specialty, which includes DPIC Companies. Royal & SunAlliance USA, Inc. is
part of Royal & Sun Alliance Insurance Group plc which operates in over 55
countries worldwide and transacts business in over 130 countries. Worldwide net
premium income in 1998 was $16 billion with total assets over $100 billion. The
company is listed on the London Stock Exchange (RSA.L) and has a Level 1
American Depository Receipt Program (RSANY).

For more information about Royal & Sun Alliance or Orion Capital, visit their
web sites at www.royalsunalliance.com and www.orioncapital.com.
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CONTACT: MacKenzie Partners, Inc.  Mark Harnett, (212) 929-5877.