SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 15

 Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
         Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                          Commission File Number 0-5537

                              GRYPHON HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                                 30 Wall Street
                          New York, New York 10005-2201
                                 (212) 825-1200
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                          Common Stock, $0.01 par value
            (Title of each class of securities covered by this Form)

                                     None
   (Title of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

      Please  place  an X in the  box(es)  to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

                Rule              [X]        Rule             [   ]
                12g-4(a)(1)(i)               12h-3(b)(1)(ii)
                Rule              [ ]        Rule             [   ]
                12g-4(a)(1)(ii)              12h-3(b)(2)(i)
                Rule              [ ]        Rule             [   ]
                12g-4(a)(2)(i)               12h-3(b)(2)(ii)
                Rule              [ ]        Rule 15d-6       [   ]
                12g-4(a)(2)(ii)
                Rule              [X]
                12h-3(b)(1)(i)

      Approximate number of holders of record as of the certification or
notice date:  38

      Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,
Gryphon Holdings Inc. has caused this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.

DATE: January 21, 1999                          BY:  /s/ Darrell D. Martin
      ----------------                              ----------------------------
                                                    Darrell D. Martin
                                                    Executive Vice President
                                                    And Chief Financial Officer

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.