SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 5 TO
                                 SCHEDULE 14D-1
               TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                               AND AMENDMENT NO. 10
                                 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





      This Amendment to Schedule 14D-1 filed by MG Acquisition Corp., a Delaware
corporation, a wholly owned subsidiary of Markel Corporation, a Virginia
corporation (Parent), in connection with its pending tender offer for all
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock") of Gryphon Holdings Inc., a Delaware corporation (the "Company"), also
constitutes an Amendment to Statement on Schedule 13D with respect to the
acquisition by Markel Corporation and MG Acquisition Corp. of beneficial
ownership of shares of Common Stock of the Company. The Schedule 14D-1 is hereby
amended as follows:


                    ITEM 11. MATERIAL TO BE FILED AS EXHIBITS

(a)(10) Press release dated November 12, 1998.
          






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:  November 12, 1998                        MARKEL CORPORATION

                                                By: /s/   Steven A. Markel 
                                                   -----------------------
                                                Name:  Steven A. Markel
                                                Title: Vice Chairman



                                                MG AQUISITION CORP.

                                                By: /s/ Steven A. Markel
                                                   ------------------------
                                                Name:  Steven A. Markel
                                                Title: Vice Chairman



                                  EXHIBIT INDEX


         EXHIBIT                       EXHIBIT NAME

         (a)(10)               Press release dated November 12, 1998.

EX-99

Contact:    Steven Markel                                 Fred Spar/Josh Rosen
            Markel Corporation                               Kekst and Company
            (804) 965-1675                                      (212) 521-4800


                                                         FOR IMMEDIATE RELEASE

                   MARKEL CORPORATION ANNOUNCES HEARING DATE

RICHMOND, VA, NOVEMBER 12, 1998 -- Markel Corporation (NYSE: MKL) announced
today that the Pennsylvania Department of Insurance has set a hearing date of
December 15 to review the Company's Form A filing with respect to its $18.00 per
share all-cash tender offer for all shares of Gryphon Holdings, Inc. (NASDAQ:
GRYP). The Pennsylvania Department of Insurance was required, under Pennsylvania
law, to set a hearing date at Gryphon's request.

Markel Vice Chairman Steven Markel said: "While we are disappointed that Gryphon
management sought to delay our offer by requesting a hearing, we are pleased
that the Pennsylvania Department of Insurance responded promptly and set a
hearing date which could enable a decision before year-end. The regulatory
approval process in California and Connecticut is ongoing. Both states'
insurance commissions are reviewing our Form A filings and we do not currently
anticipate any delays in receiving required regulatory approvals."

"We continue to believe that our offer is in the best interests of the
shareholders of Gryphon and that, with the cooperation of Gryphon's Board of
Directors, we could close a transaction very quickly."

Markel also announced that it was granted early termination of the
Hart-Scott-Rodino waiting period.

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

Markel's offer for common shares of Gryphon expires at 6:00 p.m., New York City
time, on December 4, 1998, unless extended. Any extension of the offer will be
followed as promptly as practicable by public announcement thereof, with such
announcement to be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date.
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