SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 10 TO
                                 SCHEDULE 14D-1
               TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              AND AMENDMENT NO. 15
                                 TO SCHEDULE 13D
                      UNDER SECURITIES EXCHANGE ACT OF 1934

                              GRYPHON HOLDINGS INC.
                            (NAME OF SUBJECT COMPANY)

                               MARKEL CORPORATION
                              MG ACQUISITION CORP.
                                    (Bidders)
                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
           (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
                         (Title of Class of Securities)
                                   400515 10 2
                      (CUSIP Number of Class of Securities)

                             GREGORY B. NEVERS, ESQ.
                                CORPORATE COUNSEL
                               MARKEL CORPORATION
                                  4551 COX ROAD
                         GLEN ALLEN, VIRGINIA 23060-3382
                            TELEPHONE: (804) 965-1673
            (Name, Address and Telephone Number of Person Authorized
                to Receive Notices and Communications on Behalf of Bidders)

                                 WITH A COPY TO:
                             LESLIE A. GRANDIS, ESQ.
                       McGUIRE, WOODS, BATTLE & BOOTHE LLP
                              901 EAST CARY STREET.
                            RICHMOND, VIRGINIA 23219
                            TELEPHONE: (804) 775-1000

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      MG Acquisition Corp. (the "Purchaser") and Markel Corporation  ("Parent"),
hereby amend and supplement  their Tender Offer  Statement on Schedule 14D-1 and
Statement on Schedule 13D (as amended  prior to the date hereof,  the  "Schedule
14D-1"),  originally  filed on October 20, 1998, as amended and  supplemented by
the Supplement thereto dated December 3, 1998 (the  "Supplement"),  with respect
to their offer to purchase all  outstanding  shares of common  stock,  par value
$0.01 per share  (the  "Common  Stock")  of Gryphon  Holdings  Inc.,  a Delaware
corporation (the "Company"),  as set forth in this Amendment No. 10. Capitalized
terms not defined  herein have the  meanings  assigned  thereto in the  Schedule
14D-1.


      ITEM 5.  PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER

      (a) Now that the Offer has expired,  Parent intends to cause  Purchaser to
effect a merger with and into the Company  with the  Company  continuing  as the
surviving corporation.  Parent currently expects the merger to be consummated by
the end of February 1999. The timing of the merger will depend upon, among other
things,  whether the  outstanding  shares of the Company's  preferred  stock are
redeemed,  converted  into shares of the Company's  Common Stock or purchased by
Parent or Purchaser in a negotiated transaction.


      ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY

      (a) and (b) On January 19, 1999 Parent announced that the Offer expired at
5:00 p.m., New York City time, on Friday, January 15, 1999. As of the expiration
of the Offer,  based on a preliminary  count from the Depositary,  approximately
5.9  million  shares of the Common  Stock had been  tendered  and  accepted  for
payment. These tendered shares, together with the 791,250 shares that Parent and
the Purchaser  already owned,  represent  approximately  98% of the  outstanding
shares of the Common Stock.

      ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS

(a)(18)  Text of Press Release issued by Markel Corporation on January 19, 1999.






                                    SIGNATURE


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


Dated:  January 20, 1999                        MARKEL CORPORATION

                                                By: ____________________
                                                Name:  Steven A. Markel
                                                Title:    Vice Chairman



                                                MG ACQUISITION CORP.

                                                By: ____________________
                                                Name:  Steven A. Markel
                                                Title:    Vice Chairman












                                  EXHIBIT INDEX


            EXHIBIT                    EXHIBIT NAME

            (a)(18)           Text of Press Release issued by Markel Corporation
                              on January 19, 1999.

EX-99

                                                                 Exhibit (a)(18)





                                                Contact:    Steven A. Markel
                                                            Markel Corporation
                                                            (804) 965-1675


                       MARKEL COMPLETES OFFER FOR GRYPHON

RICHMOND, Virginia, January 19, 1999 -- Markel Corporation (NYSE: MKL) announced
today that it had  completed  its cash tender  offer for all of the  outstanding
shares of common stock of Gryphon Holdings Inc. (Nasdaq: GRYP) at 5:00 P.M., New
York City time, on Friday, January 15, 1999.

As of the  termination  of the  offer,  based on a  preliminary  count  from the
depositary  for the offer,  approximately  5.9 million  shares of Gryphon common
stock had been tendered and accepted for payment.  These  shares,  together with
the shares that Markel already owned,  represent  approximately 98% of Gryphon's
total issued and outstanding  shares of common stock.  Markel intends to cause a
wholly owned  subsidiary  of Markel to effect a merger with Gryphon  pursuant to
which the remaining  shares of Gryphon  common stock will be converted  into the
right to receive $19.00 per share in cash.  Markel currently  expects the merger
to be  consummated  by the end of February  1999.  The timing of the merger will
depend  upon,  among other  things,  whether the  outstanding  shares of Gryphon
preferred  stock are redeemed,  converted into shares of Gryphon common stock or
purchased by Markel in a negotiated transaction.

Markel  Corporation  markets and underwrites  specialty  insurance  products and
programs to a variety of niche markets.  In each of these markets,  Markel seeks
to provide quality  products and excellent  customer service so that it can be a
market leader. The financial goals of Markel are to earn consistent underwriting
profits and superior investment returns to build shareholder value.

Gryphon Holdings, which operates through its main subsidiary,  Gryphon Insurance
Group, is a specialty property and casualty underwriting organization. Gryphon's
wholly-owned  insurance  subsidiaries  are  Associated  International  Insurance
Company,  Calvert  Insurance  Company,  and The  First  Reinsurance  Company  of
Hartford.