SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ___________

                                 SCHEDULE 14D-1
                                AMENDMENT NO. 3
              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
                                  ___________



     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 and Amedment No. 2 filed on
September 10, 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(f) is hereby amended and supplemented
by the following:

     On September 28, 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 Monday, October 18, 1999; a
copy of such press release is attached hereto as Exhibit (a)(12) and
incorporated herein by reference.


ITEM 11.  MATERIALS TO BE FILED AS EXHIBITS.

(a)(12)   Press Release of Royal plc dated September 28, 1999.

                                       2


                                   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 27, 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

                                       3


                               INDEX TO EXHIBITS

Exhibit                                                      SEQUENTIAL PAGE NO.
- -------                                                      -------------------

(a)(12)   Press Release of Royal plc dated September 28, 1999.

                                       4

EX-99.(A)(12)

FOR IMMEDIATE RELEASE:

ROYAL & SUN ALLIANCE INSURANCE GROUP plc EXTENDS EXPIRATION DATE OF TENDER OFFER

                         FOR ORION CAPITAL CORPORATION


New York, New York, September 28, 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 Monday, October 18, 1999, unless the tender offer is further
extended.  This further 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 & SunAlliance 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.  A hearing date has been scheduled
in Oklahoma for September 29, 1999.  Royal & SunAlliance is working with the
insurance departments in South Carolina and Connecticut in connection with
hearings in those states.  It is not expected that hearings will be held in the
remaining states in which regulatory approval is required. At this time, Royal &
SunAlliance continues to communicate with the insurance departments of the
appropriate states regarding the status of its application.  As previously
announced, Royal & SunAlliance has received notification that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has
been terminated.

As of the close of business on September 27, 1999, approximately 13.3 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 & SunAlliance or Orion Capital, visit their web
sites at www.royalsunalliance.com and www.orioncapital.com.
         ------------------------     --------------------

CONTACT:  MacKenzie Partners, Inc.  Mark Harnett,  (212) 929-5877.