SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): December 21, 2004

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

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

         Delaware                     1-9371                 51-0283071
- ----------------------------  -----------------------   --------------------
(State or other jurisdiction  (Commission File Number)     (IRS Employer
   of incorporation)                                     Identification No.)


              375 Park Avenue, Suite 3201
                   New York, New York                        10152
        ----------------------------------------           ----------
        (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code (212) 752-1356







Item 1.01  Entry into a Material Definitive Agreement.

    1.  On December 21, 2004, pursuant to the terms of the employment agreement
    between Alleghany Corporation (the "Company") and Weston Hicks dated
    October 7, 2002, and as a result of Mr. Hicks being elected chief executive
    officer of the Company effective December 31, 2004, Mr. Hicks was granted a
    restricted stock award of 26,010 shares of Common Stock (as adjusted for
    stock dividends paid since the date of the employment agreement) under the
    Company's 2002 Long-Term Incentive Plan (the "Plan"), which will vest upon
    the Company's achievement of specified levels of average annual compound
    growth in stockholders' equity per share as measured over the period
    commencing January 1, 2005 and ending on December 31, 2008, 2009, 2010 or
    2011, or as measured over the period commencing January 1, 2005 and ending
    on December 31, 2012, 2013 or 2014. If the performance goals are not
    achieved as of December 31, 2014, Mr. Hicks will forfeit all of the
    restricted shares.  If Mr. Hicks's employment with the Company is
    terminated for any reason prior to the occurrence of any vesting date, he
    shall forfeit his interest in any restricted shares that have not yet
    vested; however, if the Company terminates Mr. Hicks's employment after
    December 31, 2006 other than for cause or total disability, and the second
    performance goal set forth above has been satisfied in all respects except
    for the passage of the required period of time, that number of restricted
    shares equal to 26,010 multiplied by a fraction, the numerator of which is
    the number of full calendar years beginning January 1, 2005 and ending on
    or before the date of such termination, and the denominator of which is
    ten, will vest.

    2.  Consistent with the practice of granting performance shares on an
    annual basis, on December 21, 2004 the Compensation Committee of the Board
    of Directors of the Company awarded to the executive officers of the Company
    performance shares under the  Plan. Each such performance share entitles
    the recipient thereof to a payout of cash and/or Common Stock (in such
    proportion as determined by the Compensation Committee) up to a maximum
    amount equal to the fair market value on the date of payout of one and
    one-half shares of Common Stock. The amount of any payout of such
    performance shares is measured by average annual compound growth in the
    Company's Book Value Per Share over the 2005-2008 award period; Book Value
    Per Share is the fully diluted stockholders' equity per share of the
    Company's Common Stock determined in accordance with generally accepted
    accounting principles, less all costs resulting from awards under the Plan
    and the Company's 1993 Long-Term Incentive Plan. Pursuant to the terms of
    the performance shares, in the event of certain transactions involving the
    Company, various aspects of the performances shares awarded to each
    executive officer may be equitably adjusted so that performance shares
    payable following the transaction shall equal, as nearly as possible, the
    performance shares which would have been payable in the absence of such
    transaction. Except as the Compensation Committee may otherwise determine,
    payouts in full are conditional upon a recipient's remaining in the employ
    of the Company throughout the award period.




                                    Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                     ALLEGHANY CORPORATION


                                                    /s/ Peter R. Sismondo
                                                    ----------------------
                                                By: Peter R. Sismondo
                                                    Vice President,
                                                    Controller,
                                                    Treasurer and Assistant
                                                        Secretary


Date: December 28, 2004