SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to
                                 Schedule 13E-4

                         Issuer Tender Offer Statement
      (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934
                           And Rule 13E-4 Thereunder)


                               INTEGON CAPITAL I
                                (Name of Issuer)

                              INTEGON CORPORATION
                      (Name of Person(s) Filing Statement)

                      10 3/4% Capital Securities, Series B
                         (Title of Class of Securities)

                                   45811BAC3
                     (CUSIP Number of Class of Securities)

                             Bernard J. Buselmeier
                          Motors Insurance Corporation
                           485 West Milwaukee Avenue
                            Detroit, Michigan 48202
                                 (313) 556-2428

                                (with copies to)

                                 Edwin D. Mason
                                Foley & Lardner
                            330 North Wabash Avenue
                                   Suite 3300
                            Chicago, Illinois 60611
                                 (312) 755-2532

  (Name, Address and Telephone Number of Person Authorized to Received Notices
        and Communications on Behalf of the Person(s) Filing Statement)

                               November 12, 1997

                      (Date Tender Offer First Published,
                       Sent or Given to Security Holders)

Calculation of Filing Fee

               Transaction              Amount of filing fee
                Valuation*                   $26,230
              $134,733,000   

 *Calculated solely for purposes of determining the filing fee, based upon the
purchase of all of the outstanding Securities at the total consideration of 
$1,347.33 per $1,000 liquidation value.

[X]   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.

Amount Previously Paid: $26,230         Form or Registration No.: Schedule 13E-4

Filing Party: Integon Corporation       Date Filed: November 12, 1997

                                     Page 1


Item 9.           MATERIALS TO BE FILED AS EXHIBITS
         (a)(8)   Press Release, dated November 26, 1997.
                                     Page 2



                                   SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
 that the information set forth in the statement is true, complete and correct.

         November 26, 1997.         INTEGON CORPORATION

               (Date)               By:   /s/ Steven C. Andrews
                                          ----------------------------
                                             (Signature)
                                    Name:   Steven C. Andrews
                                          ----------------------------
                                    Title:  Executive Vice President
                                          ----------------------------

                                     Page 3



                                                            Exhibit (a)(8)
Press Release

                                                             November 26, 1997

                   INTEGON CONSENT SOLICITATION PERIODS EXPIRE


For Immediate Release

November 26, 1997 -- Integon Corporation announced that as of 5:00 p.m. New York
City time,  on  November  25, 1997 it has  received  consents  and tenders  from
registered holders  representing more than a majority in principal amount of its
8% Senior  Notes due 1999 and 9 1/2%  Senior  Notes due 2001,  and a majority in
liquidation  amount  of the 10 3/4%  Capital  Securities,  Series  B of  Integon
Capital I, a Delaware  business  trust  (collectively,  the  "Securities").  The
Securities   are  subject  to   concurrent   cash  tender   offers  and  consent
solicitations, which commenced on November 12, 1997.

Following the expiration of the consent  solicitation  periods at 5:00 p.m., New
York City time,  on November 25, 1997,  Integon  Corporation  shall  execute the
supplemental  indentures  reflecting  the proposed  amendments to the Indentures
governing the Securities.  These  amendments  substantially  modify or eliminate
restrictive  covenants in the Indentures,  and they will become operative if and
when Integon Corporation  purchases the Securities upon completion of the tender
offers.  Holders of untendered Securities will be bound by the amendments if and
when they become operative.

As previously  announced,  the tender  offers will expire at midnight,  New York
City time, on Wednesday,  December 10, 1997, unless extended. Holders may tender
their Securities  until such expiration  time.  Security holders must consent to
the proposed amendments in order to validly tender. Holders tendering after 5:00
p.m., New York City time, on November 25, 1997,  will not be entitled to receive
the consent  payment.  Payments  will be paid on the third trading day following
the expiration of the applicable tender offer.

Morgan  Stanley  Dean  Witter  is the  dealer  manager  for the  tender  offers.
Questions  regarding  the terms of the tender  offers may be forwarded to Morgan
Stanley  at  800-624-1808.  Copies of the offer  documents  may be  obtained  by
calling D.F. King & Co. at 800-290-6424.

This news release is neither an offer to purchase nor a solicitation of an offer
to sell  securities.  The tender  offers are only made  pursuant to the offering
documents.

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