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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                              SCHEDULE 14D-1/A
                             (AMENDMENT NO. 1)
                    Tender Offer Statement Pursuant to 
          Section 14(d)(1) of the Securities Exchange Act of 1934

                                    and

                               SCHEDULE 13D/A
                             (AMENDMENT NO. 5)

                 Under the Securities Exchange Act of 1934

                           SCOR U.S. Corporation
                         (Name of Subject Company)


                        SCOR Merger Sub Corporation
                                 SCOR S.A.
                                 (Bidders)


                  COMMON STOCK, PAR VALUE $0.30 PER SHARE
                       (Title of Class of Securities)


                                78 4027 10 4
                   (CUSIP Number of Class of Securities)


                            John T. Andrews, Jr.
                               Vice President
                       General Counsel and Secretary
                           SCOR U.S. Corporation
                           Two World Trade Center
                       New York, New York 10048-0178
                               (212) 390-5200

                                  Copy to:

                            Allan M. Chapin Esq.
                            Sullivan & Cromwell
                              250 Park Avenue
                       New York, New York 10048-0178
                               (212) 558-4000                              
         (Name, Address, and Telephone Numbers of Person Authorized
         to Receive Notices and Communications on Behalf of Bidder)


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      This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1, dated November 9, 1995 (the "Schedule 14D-1"),
filed by SCOR Merger Sub Corporation, a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of SCOR S.A., a societe anonyme
organized under the laws of The French Republic ("Parent"), and by Parent
relating to the tender offer by the Purchaser to purchase all the
outstanding shares of Common Stock, par value $0.30 per share (the
"Shares"), of SCOR U.S. Corporation, a Delaware corporation (the
"Company"), not already directly or indirectly owned by Parent, at a price
of $15.25 per Share net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 9, 1995 (the "Offer to Purchase"), and in the
related Letter of Transmittal (the "Letter of Transmittal", together with
the Offer to Purchase, the "Offer"), both of which were annexed to and
filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively.
This amendment is being filed by the Purchaser and Parent. Capitalized
terms used and not defined herein shall have the meaning set forth in the
Schedule 14D-1 and the Offer to Purchase filed as Exhibit (a)(1) thereto.
By this amendment the Schedule 14D-1 is hereby amended in the respects set
forth below.

      This Amendment No. 1 to Schedule 14D-1 also constitutes Amendment No.
5 to the Statement on Schedule 13D under the Exchange Act originally filed
by Parent with the Commission on November 2, 1990, as most recently amended
on November 9, 1995 by the Schedule 14D-1 relating to the Offer.

Item 10.    Additional Information.

        Item 10(f) is hereby supplemented and amended by adding the
following information thereto:

            The language contained in the penultimate paragraph of the
"INTRODUCTION" to the Offer to Purchase is hereby modified by adding the
following language at the end thereof:

            By accepting the Offer through the tender of Shares and upon
            receipt of payment for Shares, a tendering stockholder may be,
            and the Company and the Parent intend to assert that a
            tendering stockholder is, barred from thereafter attacking in
            any legal proceeding the fairness of the consideration received
            by such stockholder in the Offer.  Parent and the Company will
            not assert the release contained in the Letter of Transmittal
            against a tendering stockholder but will assert any defenses or
            estoppels that may arise out of a tender by operation of law. 
            Accordingly, a tendering stockholder shall not be deemed to
            have waived or released any claims arising under the United
            States federal securities laws or the rules and regulations of
            the Commission promulgated thereunder or any other rights or
            claims, except to the extent waived or released by operation of
            applicable law. Stockholders who have questions concerning this
            matter are urged to consult their own legal counsel. 


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                                 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 6, 1995



                                    SCOR S.A.


                                    By: /s/ Serge Osouf
                                        Name: Serge Osouf
                                        Title: General Manager



                                    SCOR Merger Sub Corporation


                                    By: /s/ Serge Osouf
                                        Name: Serge Osouf
                                        Title: Vice President