New York, New York, July 28, 1998 ( Gryphon Holdings Inc.  announced today that,
based  on  information  that  it  received  after  today's  announcement  of its
amendment  of its  Shareholder  Rights  Plan (the  "Plan"),  it has  revised the
implementation  of the Plan. Under the revised  implementation  of the Plan, the
rights will be exercisable and will trade  separately from the Company's  Common
Stock if a person or group  acquires  beneficial  ownership  of an  amount  that
equals or exceeds  the lesser of (A) 20% of the shares of the  Company's  Common
Stock  then  outstanding  or (B) the  greater  of (x) 10% of the  shares  of the
Company's  Common Stock then  outstanding or (y) the percentage of the shares of
the Company's Common Stock then outstanding equal to the number of shares of the
Company's  Common Stock  beneficially  owned as of 4:30 p.m.,  New York time, on
July 28, 1998, by the person beneficially owning the largest number of shares of
the Company's Common Stock as of such date and time, divided by the total number
of shares of the Company's  Common Stock  outstanding  as of such date and time;
or, if a person or group  commences a tender or exchange offer that would result
in such person or group owning an amount of shares of the Company's Common Stock
that  equals or exceeds the lesser of the number of shares  described  in (A) or
(B). The other amendments to the Plan approved by the Board earlier today remain
in effect.

The reason for the  revised  implementation  of the Plan is that after the Board
meeting at which the amendment was approved,  Gryphon learned that a shareholder
had failed  until  today to file its Form 13-D  reflecting  the  acquisition  of
additional  shares of the  Company's  Common Stock  between July 22 and July 28,
1998.  According  to  information  filed  today  by such  shareholder  with  the
Securities and Exchange Commission,  the shareholder now owns beneficially 11.7%
of the shares of Gryphon's Common Stock.  Gryphon has not received  notification
that any other  shareholder owns  beneficially  more than 11.7% of the shares of
its Common Stock.

The Plan was established to ensure that Gryphon  shareholders receive fair value
and equal treatment in the event of any proposed takeover of the Company.  After
careful review of the existing Plan,  Gryphon has determined that this amendment
and its implementation is in the Company's and its shareholders' best interests.
The Board  believes the amendment and its  implementation  will  facilitate  its
management  of the  ongoing  affairs  of  Gryphon  and  the  formulation  of new
initiatives and strategies.