SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 9 TO
                                 SCHEDULE 14D-1
               TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              AND AMENDMENT NO. 14
                                 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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      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)(17)     Text of Press  Release issued by Markel Corporation on December 21, 
            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:  December 21, 1998                             MARKEL CORPORATION

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



                                                MG ACQUISITION CORPORATION

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












                                  EXHIBIT INDEX


            EXHIBIT                           EXHIBIT NAME

            (a)(17)                 Text of  Press  Release  issued  by  Markel
                                    Corporation on December 21, 1998.

EX-99

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


                  MARKEL EXTENDS GRYPHON OFFER TO JANUARY 15

RICHMOND,  Va.,  December 21, 1998 -- Markel  Corporation  (NYSE: MKL) announced
today that its  subsidiary,  MG Acquisition  Corp.,  has extended the expiration
date of its all cash  tender  offer for all  shares of common  stock of  Gryphon
Holdings  Inc.  (Nasdaq:  GRYP) to 5:00  P.M.,  New York City  time,  on Friday,
January 15, 1999. As of 12:00 Midnight,  on December 18, 1998,  5,618,441 shares
of Gryphon common stock had been tendered  pursuant to the offer.  These shares,
when considered with shares owned by Markel and MG, represent  approximately 95%
of Gryphon's total issued and outstanding  shares of common stock. The offer was
scheduled to expire at 12:00 Midnight,  New York City time, on Friday,  December
18, 1998.

As previously  announced,  Markel and Gryphon have entered into an Agreement and
Plan of Merger providing for the acquisition of Gryphon at a price of $19.00 per
share in cash. The transaction is subject to required  regulatory  approvals and
is expected to be completed in January of 1999.

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.

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

Any further  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.