FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934

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


        Virginia                                                 54-0292420
(State of incorporation                                       (I.R.S. employer
    or organization)                                         identification no.)

              4551 Cox Road                                      23060-3382
          Glen Allen, Virginia                                   (Zip code)
(Address of principal executive offices)

If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

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        Securities to be registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange
        Title of each class                           on which each class
          to be registered                            is to be registered
          ----------------                            -------------------
           Common Stock,                            New York Stock Exchange
            No Par Value


       Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)





Item 1.    Description of Registrant's Securities to be Registered.

         The class of capital stock of the Registrant being registered hereby is
the Common Stock, no par value ("Common  Stock").  The  Registrant's  authorized
capital stock consists of 15,000,000 shares of Common Stock and 2,069,200 shares
of Preferred Stock, $1.00 par value ("Preferred Stock").

Preferred Stock

         Preferred  Stock is issuable in one or more series form time to time at
the direction of the Board of Directors.  The Board of Directors is  authorized,
with respect to each series, to fix its designation,  relative rights (including
voting, dividend,  conversion,  sinking fund and redemption rights), preferences
(including with respect to dividends and on liquidation)  and  limitations.  The
Board of Directors, without shareholder approval, can issue Preferred Stock with
voting and conversion  rights which could  adversely  affect the voting power of
the  holders of Common  Stock.  This right of  issuance  could also be used as a
method of preventing a party from gaining control of the Company.

         The Company is currently  authorized to issue up to 2,069,200 shares of
Preferred Stock, $1.00 par value. At December 31, 1996, there were 11,269 shares
of Series A  Redeemable  Preferred  Stock  outstanding.  The holders of Series A
Preferred Stock are entitled to receive semiannual  dividends of $.75 per share.
The Series A  Preferred  Stock may be  redeemed at any time at the option of the
Company.  The redemption  price and liquidation  value of the Series A Preferred
Stock is $18.50  per  share  plus  dividends  accrued  but  unpaid  through  the
redemption or liquidation  date. Except for voting rights conferred by law, none
of the holders of the issued and outstanding Preferred Stock have voting rights,
except that if three or more  semiannual  dividends  are in arrears or there has
been a failure to comply with certain redemption  provisions or other provisions
contained in the Amended and Restated Articles of Incorporation,  the holders of
the  Series A  Preferred  Stock will be  entitled  to one vote for each share of
Series A  Preferred  Stock held of record on any  matter on which a  shareholder
vote is  required.  However,  the  holders of Series A  Preferred  Stock are not
entitled to vote as a class  unless  such right is  prescribed  by the  Virginia
Stock Corporation Act.

Common Stock

         Each holder of Common Stock is entitled to one vote for each share held
of record on each matter submitted to a vote of shareholders.  Cumulative voting
in the election of directors is not permitted.  As a result, the holders of more
than 50% of the  outstanding  shares have the power to elect all directors.  The
quorum required at a shareholders'  meeting for consideration of any matter is a
majority of the shares entitled to vote on that matter, represented in person or
by proxy.  If a quorum is  present,  the  affirmative  vote of a majority of the
shares voting on the matter at the meeting is required for shareholder approval,
except in the case of certain

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major  corporate  actions,  such as merger or  liquidation  of the  Company,  an
amendment to the Company's Amended and Restated  Articles of  Incorporation,  or
the sale of all or substantially  all of the Company's  assets,  with respect to
which, under the provisions of the Company's Articles of Incorporation, approval
is required by the affirmative vote of two-thirds of all shares entitled to vote
on the matter,  whether or not  represented  at the  meeting.  Such  provisions,
together   with  the   Company's   ability   to  issue   preferred   stock  with
disproportionately high voting power and the termination provisions of executive
officer employment contracts could be used to, or have the effect of, preventing
or  deterring  a party  from  gaining  control  of the  Company,  whether or not
beneficial to public shareholders, and could discourage certain types of tactics
that involve an actual or threatened change of control of the Company.

         Subject to the rights of any holders of Preferred Stock, the holders of
shares of Common  Stock are  entitled  to  receive  dividends  when,  as, and if
declared by the Board of Directors out of funds legally available  therefor and,
in the event of liquidation,  dissolution or winding up of the Company, to share
ratably in all assets  remaining after the payment of liabilities.  There are no
preemptive or other  subscription  rights,  conversion  rights, or redemption or
sinking fund provisions with respect to shares of Common Stock.

         The Transfer Agent for the Common Stock is First Union National Bank of
North Carolina.

Item 2.    Exhibits.

         The  Securities  described  herein are to be registered on the New York
Stock Exchange,  an exchange on which no other  securities of the Registrant are
registered.  Accordingly, pursuant to Part II to the Instructions as to Exhibits
on  Form  8-A,  the  following  exhibits  are  filed  with  each  copy  of  this
Registration Statement filed with the New York Stock Exchange, but are not filed
with, or  incorporated  by reference in, copies of this  Registration  Statement
filed with the Securities and Exchange Commission.

         1.1      Registrant's  Annual  Report on Form  10-K for the year  ended
                  December  31, 1996  (included  with  Registrant's  1996 Annual
                  Report to Shareholders).

         2.1      Proxy Statement of the Registrant, dated April 7, 1997 for the
                  Registrant's Annual Meeting of Shareholders to be held May 13,
                  1997.

         3.1      Registrant's Amended and Restated Articles of Incorporation.

         3.2      Registrant's Bylaws.

         4.1      Specimen certificate evidencing Common Stock of Registrant.

         5.1      Registrant's 1996 Annual Report to Shareholders.

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                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                      MARKEL CORPORATION


                                      By: /s/ Darrell D. Martin
                                         --------------------------------
                                          Darrell D. Martin
                                          Executive Vice President and
                                          Chief Financial Officer

Date: June 2, 1997




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