SC 14D1/A

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

                                 SCHEDULE 14D-1
                                Amendment No. 4
              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, Amendment No. 2 filed on
September 10, 1999, and Amendment No. 3 filed on September 27, 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:

     Approval notification from insurance regulatory bodies in California and
Oklahoma has been received.

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

     On October 18, 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, November 5, 1999; a copy
of such press release is attached hereto as Exhibit (a)(13) and incorporated
herein by reference.


ITEM 11.  MATERIALS TO BE FILED AS EXHIBITS.

(a)(13)   Press Release of Royal plc dated October 18, 1999.


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                                   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:  October 18, 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/ Jan Miller
                                  ----------------------------------------
                              Name:  Jan Miller
                              Title: Director, Financial Control and Group
                                     Company Secretary

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                               INDEX TO EXHIBITS

Exhibit                                                     Sequential Page No.
- -------                                                     -------------------

(a)(13)   Press Release of Royal plc dated October 18, 1999.

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EX-99.(A)(13)

                                                                 EXHIBIT (A)(13)

FOR IMMEDIATE RELEASE:

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

New York, New York, October 18, 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, November 5, 1999, unless the tender offer is further
extended.  It is expected that the tender offer will be completed during the
fourth quarter of 1999.

This additional extension has been made to accommodate the insurance regulatory
process. Royal & Sun Alliance received approval notification from Oklahoma
following its hearing on September 29, 1999, and has also received approval
notification from California. As previously announced, there is a statutory
requirement in South Carolina and Connecticut that a hearing be held prior to
securing formal regulatory approval. Confirmed hearing dates have been set for
October 27 in South Carolina and November 2 in Connecticut. Approval is still
required in Colorado, Texas, North Carolina and Oregon, where insurance
regulatory authorities are reviewing the transaction in the normal course.

As of the close of business on October 15, 1999, approximately 15 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.
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CONTACT:  MacKenzie Partners, Inc.  Mark Harnett,  (212) 929-5877.