UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                  ________________

                                    SCHEDULE 13G
                                  ________________

               INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                      UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                 (AMENDMENT NO. 2)*

                                  TIG Holdings, Inc.
                                  (NAME OF ISSUER)

                          Common Stock, $0.01 par value
                           (TITLE OF CLASS OF SECURITIES)

                                     872469 10 1
                                   (CUSIP NUMBER)


__________________

*     The remainder of this cover page shall be filled out for a reporting
      person's initial filing on this form with respect to the subject class
      of securities, and for any subsequent amendment containing information
      which would alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not
      be deemed to be "filed" for the purpose of Section 18 of the Securities
      Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
      that section of the Act but shall be subject to all other provisions of
      the Act (however, see the Notes).

                                 PAGE 1 OF 7 PAGES 
                                       

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
          THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
          Not applicable.

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
          Not applicable.

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP
          Not applicable.

                                  PAGE 6 OF 7 PAGES
                                       



ITEM 10.  CERTIFICATION.  (if filing pursuant to Rule 13d-1(b))

          By signing below, Levin & Co. and Baker Fentress
          certify that, to the best of their knowledge and belief, the
          securities referred to above were acquired in the ordinary course
          of business, were not acquired for the purpose of and do not have
          the effect of changing or influencing the control of the issuer
          of such securities and were not acquired in connection with or as
          a participant in any transaction having such purposes or effect.

                            SIGNATURE

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

Dated:  February 12, 1999

                                JOHN A. LEVIN & CO., INC.

                                /s/ John A. Levin
                                ---------------------------
                                John A. Levin
                                President

                                BAKER FENTRESS & COMPANY

                                /s/ John A. Levin
                                ---------------------------
                                John A. Levin
                                President




                                  PAGE 7 OF 7 PAGES