1

             SECURITIES AND EXCHANGE COMMISSION
                              
                   WASHINGTON, D.C.  20549
                              
                          FORM 10-Q
                              
       QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
            THE SECURITIES  EXCHANGE ACT OF 1934
                              
            For Quarter Ended September 30, 1997 
              Commission file number    0-5537
                              
                    Gryphon Holdings Inc.
   (Exact name of registrant as specified in its charter)
                              

            Delaware                              13-3287060
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                 Identification No.)
                                                            
                                                            

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



Indicate by check mark whether the registrant (1) has  filed
all reports required to be filed by Section 13 or 15 (d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the registrant  was
required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

                               Yes    x     No

Indicate  the number of shares outstanding of  each  of  the
issuer's   classes  of  common  stock,  as  of  the   latest
practicable date.

     Class                   Outstanding at September 30, 1997
Common stock, par value $.01            6,688,340




                                                        
                    Gryphon Holdings Inc.
                      TABLE OF CONTENTS
                              
                              

Part I.   FINANCIAL INFORMATION                              Page

Item 1.   Financial  Statements
             Consolidated Balance Sheets at
             September 30, 1997 and December 31, 1996          3

             Consolidated  Statements of Income 
             for the three and nine months ended
             September 30, 1997 and 1996                       4

             Consolidated Statements of Cash Flows 
             for the nine months ended 
             September 30, 1997 and 1996                       5

             Notes to Consolidated Financial Statements        6

Item 2.   Management's Discussion and Analysis of
             Financial Condition and Results of Operations     9

Part II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                    13
Signatures                                                    13

EXHIBIT 27
Financial Data Schedule                                       14

                              
                              
                              
                              
                              
                              
                              
                              
                              








                              
                              
           Gryphon Holdings Inc. and Subsidiaries
                              
                 Consolidated Balance Sheets
                                          September 30,   December 31,
                                              1997           1996
Assets                                      (Dollars in thousands)
Investments:
 Fixed maturities, available for sale, at fair value
  (amortized cost: 9/30/97 - $268,870; 
   12/31/96 - $274,515)                   $275,600   $280,164
 Short-term investments, at cost, 
   which approximates market                   307        307
Total investments                          275,907    280,471
Cash and cash equivalents                   29,552     23,398
Accrued investment income                    3,647      3,919
Premiums receivable                         17,246     18,509
Reinsurance recoverable on paid losses      24,445     14,326
Reinsurance recoverable on unpaid losses   162,590    137,952
Prepaid reinsurance premiums                13,622     18,965
Deferred policy acquisition costs           13,646     12,415
Deferred income taxes                        9,777     10,282
Other assets                                 9,019      6,747
Total assets                              $559,451   $526,984

Liabilities and Stockholders' Equity
Policy liabilities:
 Unpaid losses and loss 
  adjustment expenses                     $343,782   $309,259
 Unearned premiums                          66,385     68,683
Total policy liabilities                   410,167    377,942
Reinsurance balances payable                12,267     16,207
Income taxes payable                         1,444         55
Long-term debt                              22,000     24,625
Other liabilities                            9,311     13,019
Total liabilities                          455,189    431,848
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $.01 par value; 
   1,000,000 shares authorized;
   none issued or outstanding
 Common stock, $.01 par value; 
   15,000,000 shares authorized; 
   8,148,050 shares issued                      81         81
 Additional paid-in capital                 30,753     30,847
 Foreign currency translation 
  adjustment, net of tax                      (228)      (219)
 Net unrealized investment gains, net of tax 4,370      3,672
 Deferred compensation                        (226)      (257)
 Retained earnings                          94,306     86,271
 Treasury stock, at cost; 
   shares 1997:1,459,710; 1996:1,487,075   (24,794)   (25,259)
Total stockholders' equity                 104,262     95,136
Total liabilities and stockholders' equity$559,451   $526,984

See accompanying notes to consolidated financial statements.
These statements are subject to year-end audit.
                              








           Gryphon Holdings Inc. and Subsidiaries
                              
              Consolidated Statements of Income


                            Three months ended  Nine months ended
                               September 30,      September 30,
                              1997      1996     1997      1996
                              (Dollars and shares in thousands,
                                   except per-share data)
  
Revenues
Gross premiums written       $37,290   $44,807   $113,688   $118,743
Net premiums written          28,223    28,165     79,855     71,963

Net premiums earned           27,783    22,292     76,801     65,423
Net investment income          4,344     4,065     12,829     12,145
Realized gains on investments  2,601         4      2,630        616
Other income                     296       389        794        944
Total revenues                35,024    26,750     93,054     79,128

Expenses
Losses and loss 
  adjustment expenses         17,895    13,958     47,862     41,913
Underwriting, acquisition, 
  and insurance expenses      11,712    10,099     33,730     29,285
Interest expense                 398       444      1,228      1,317
Total expenses                30,005    24,501     82,820     72,515

Income before income taxes     5,019     2,249     10,234      6,613

Provision for income taxes (benefit):
  Current                        872       262      2,070      1,214
  Deferred                       450         1        129       (429)
Total income taxes             1,322       263      2,199        785
                              ______    ______     ______     ______
Net income                    $3,697    $1,986     $8,035     $5,828

Net income per-share data
Net  income                    $0.55     $0.30     $1.20       $0.88

Weighted average shares 
  outstanding                  6,688     6,660     6,680       6,655
  
  
  
See accompanying notes to consolidated financial statements.
These statements are subject to year-end audit.
                              










           Gryphon Holdings Inc. and Subsidiaries
                              
            Consolidated Statements of Cash Flows

                                    Nine months ended September 30,
                                            1997        1996
                                         (Dollars in thousands)
  Operating activities
  
  Net income                             $8,035       $5,828
  Adjustments to reconcile net 
     income to net cash provided
     by operating activities:
    Increase in net policy liabilities    2,811       23,744
    Decrease (increase) in 
     premiums receivable                  1,263       (4,946)
    Increase in deferred 
     policy acquisition costs            (1,231)      (1,461)
    Deferred income tax provision           129         (429)
    Decrease (increase) in other 
     assets and liabilities              (4,160)       2,313
    Amortization and depreciation           573          445
    Amortization of bond discount, net      352          736
    Realized gains on investments        (2,630)        (616)
    Decrease in reinsurance 
     balances payable                    (3,940)      (9,117)
    (Increase) decrease in accrued 
     investment income                      272          (89)
  Net cash provided by 
   operating activities                   1,474       16,408
  
  Investing activities
  
  Sales of fixed maturities             304,542      183,008
  Purchases of fixed maturities        (298,471)    (204,130)
  Maturities or calls of fixed maturities 1,800        2,200
  Capital expenditures                     (959)      (1,950)
  Net cash provided by (used in) 
   investing activities                   6,912      (20,872)
  
  Financing activities
  
  Principal payment on long-term debt    (2,625)
  Issuance of common stock                  342           69
  Deferred compensation                      60           48
  Net cash provided by (used in)
   financing activities                  (2,223)         117
  
  Effect of exchange rate changes on cash    (9)           7
  
  Increase (decrease) in cash 
   and cash equivalents                   6,154       (4,340)
  Cash and cash equivalents 
   at beginning of period                23,398       27,337
  Cash and cash equivalents 
   at end of period                     $29,552      $22,997
  
  Supplemental disclosure of cash flow information
  
    Income taxes paid                      $530       $1,701
    Interest paid                         1,228        1,317
  
See accompanying notes to consolidated financial statements.
These statements are subject to year-end audit.











1.   Basis of Presentation

     Gryphon  Holdings Inc. (the "Company") operates  through  its
main  subsidiary,  Gryphon Insurance Group Inc.,  as  a  specialty
property  and  casualty underwriting organization.  The  Company's
wholly   owned  insurance  company  subsidiaries  are   Associated
International  Insurance  Company and Calvert  Insurance  Company.
The  accompanying financial statements include,  for  all  periods
presented,  the accounts and operations of Gryphon  Holdings  Inc.
and its subsidiaries.

2.   Principles of Consolidation

      The accompanying consolidated financial statements have been
prepared on the basis of generally accepted accounting principles,
which  as  to  the two wholly owned insurance company subsidiaries
differ  from  the  statutory accounting  practices  prescribed  or
permitted  by regulatory authorities, and include the accounts  of
the  Company  and its subsidiaries.  All significant  intercompany
accounts and transactions have been eliminated in consolidation.

3.   Investments

       Fair  values  are  based  on  quoted  market  prices,  when
available,  or  estimates  based  on  market  prices  for  similar
securities, when quotes are not available.  Short-term investments
are   carried  at  cost,  which  approximates  their  fair  value.
Realized  gains  and  losses  from the  sales  or  liquidation  of
investments   are  determined  on  the  basis  of   the   specific
identification method and are included in net income.   Investment
income is recognized when earned.  The amortization of premium and
accretion  of discount for fixed maturity securities are  computed
utilizing the interest method.

      The major components of net investment income are summarized
as follows:

                          For the three months  For the nine months
                          ended September 30,   ended September 30,
                          1997        1996      1997        1996
                                 (Dollars in thousands)
Fixed maturities          $4,151    $4,007      $12,212    $12,057
Cash, cash equivalents 
  and short-term investments 441       279        1,353        869
Total investment income    4,592     4,286       13,565     12,926
Less related expenses        248       221          736        781
Net investment income     $4,344    $4,065      $12,829    $12,145

      The  gross  realized gains and losses from  sales  of  fixed
income securities are as follows:

                          For the three months  For the nine months
                          ended September 30,   ended September 30,
                          1997        1996      1997        1996
                                  (Dollars in thousands)
Gross realized gains       $2,711        $244    $3,879      $2,150
Gross realized losses        (110)       (240)   (1,249)     (1,534)
Net realized gain on sales $2,601          $4    $2,630        $616

      At  September 30, 1997 and December 31, 1996, the  amortized
cost and estimated fair values of investments in fixed maturities,
by  categories of securities, and short-term investments  were  as
follows:

                                         Gross      Gross      Estimated
                              Amortized  Unrealized Unrealized Fair
                                 Cost    Gains      Losses     Value
                                       (Dollars in thousands)
September 30, 1997
U.S. Treasury securities 
   and obligations of U.S. 
   government corporations 
   and agencies                   59,613     738     (11)   60,340
Debt securities issued by 
   foreign governments             5,763     156      (1)    5,918
Tax-exempt obligations of states and
   political subdivisions        113,659   4,709     (18)  118,350
Mortgage-backed securities        54,620     674     (32)   55,262
Corporate securities              35,215     630    (115)   35,730
                                 268,870   6,907    (177)  275,600
Short-term investments               307                       307
                                $269,177  $6,907   $(177) $275,907

                                          Gross    Gross      Estimated
                             Amortized  Unrealized Unrealized  Fair
                                Cost      Gains    Losses      Value
                                      (Dollars in thousands)
December 31, 1996
U.S. Treasury securities 
   and obligations of U.S. 
   government corporations 
   and agencies                  $55,845    $826    $(87)  $56,584
Debt securities issued by 
   foreign governments             5,747     186     (10)    5,923
Tax-exempt obligations of states and
   political subdivisions        141,686   4,718     (69)  146,335
Mortgage-backed securities        43,381     294    (214)   43,461
Corporate securities              27,856     345    (340)   27,861
                                 274,515   6,369    (720)  280,164
Short-term investments               307                       307
                                $274,822  $6,369   $(720) $280,471

4.   Long-Term Debt

      In  September 1995, the Company purchased 1.5 million shares
of its common stock beneficially owned by Willis Corroon Group plc
for a purchase price of $25.5 million, including related expenses.
The  Company financed its purchase through an unsecured term  loan
from  commercial  lending  institutions.   This  loan  matures  in
varying  amounts  through  2002 with  interest  payable  at  least
quarterly.   The term loan interest rate is equivalent  to  either
the  bank's  prime  rate  or  the London  Interbank  Offered  Rate
("LIBOR")  plus 1%, at the discretion of the Company.   The  term-
loan  agreement contains certain restrictive covenants,  including
restrictions on the Company's ability to declare or pay  any  cash
dividends  to  its shareholders.  As of September  30,  1997,  the
weighted  average interest rate was 6.89 %, and the fair value  of
the loan approximated the carrying value.

     Principal payments due on the term loan are as follows:

                                          Principal Amount
Year ending December 31,               (Dollars in thousands)
     1997                                      $875
     1998                                     3,625
     1999                                     4,125
     2000                                     4,625
     2001                                     5,000
     Thereafter                               3,750
       Total                                $22,000

     In October of 1995, the Company entered into an interest rate
swap  agreement with a commercial lending institution in order  to
reduce  the impact of interest rate fluctuations on the  Company's
term  loan.   The interest rate swap was effected with respect  to
the  first  $15.5 million of scheduled principal amortizations  of
the  $25.5 million loan.  The impact of the swap was to create  an
effective  fixed  rate  of  6.97% on the $15.5  million  principal
amount.   As of September 30, 1997, the fair value of the interest
rate swap approximated the carrying value.

5.   Earnings Per Share

      Earnings per common share are based on the average number of
shares outstanding during each period; the exercise of outstanding
stock  options  would  have  no  significant  dilutive  effect  on
earnings per share.

      In  February 1997, the Financial Accounting Standards  Board
issued Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share", which will be effective for both interim and
annual   periods   ending  after  December  15,   1997.    Earlier
application is not permitted.  SFAS No. 128 establishes  standards
for computing and presenting earnings per share.  Primary earnings
per  share  will  be replaced with basic earnings  per  share  and
calculated by dividing income available to common stockholders  by
weighted  average number of outstanding common shares  during  the
period.   Fully  diluted earnings per share will  be  replaced  by
diluted  earnings per share and calculated by including additional
common  shares  that  would  have been  outstanding  if  potential
dilutive  shares had been issued during the period.  The  adoption
of SFAS No. 128 will have no material effect on the calculation of
the Company's earnings per share.

6.   Recent Accounting Pronouncement

     In June 1997, the Financial Accounting Standards Board issued
SFAS    No.   130,   "Reporting   Comprehensive   Income",   which
establishes  standards  for  the  reporting  and  presentation  of
comprehensive  income  and  its  components  in  a  full  set   of
financial   statements.   Comprehensive  income  encompasses   all
changes  in  shareholders'  equity and includes  net  income,  net
unrealized  capital  gains  or  losses  on  available   for   sale
securities  and  foreign  currency  translation  adjustments.   As
this  new  standard  only  requires additional  information  in  a
financial   statement,   it   will  not   affect   the   Company's
financial  position or results of operations.   SFAS  No.  130  is
effective  for  fiscal years beginning after  December  31,  1997,
with  earlier  application permitted.  The  Company  is  currently
evaluating   the  presentation  alternatives  permitted   by   the
statement.

7.   Unaudited Consolidated Financial Statements

      In  the  opinion  of management, the accompanying  unaudited
consolidated   financial   statements  contain   all   adjustments
necessary  to  present  fairly  the  results  of  operations   and
financial  position of the Company for the periods ended September
30,   1997   and  1996.   The  unaudited  consolidated   financial
statements  should  be read in conjunction with  the  consolidated
financial statements and related notes to financial statements  as
contained  in the Company's 1996 Annual Report on Form 10-K.   The
results of operations for the period presented are not necessarily
indicative of the results to be expected for the entire year.

ITEM  2.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS.

General

       The  Company  is  a  holding  company  that,  through   its
subsidiaries,   underwrites  specialty   property   and   casualty
insurance  in sectors of the insurance industry that are generally
considered difficult to insure.  Many of the coverages written  by
the  Company can be categorized as excess and surplus lines, which
generally  means  that  the  risks are  nonstandard  or  that  the
policies  in respect of the risks are written with unusual  limits
or  at  deviated  rates.   The  property  and  casualty  insurance
industry is highly cyclical.  The excess and surplus lines sectors
of  the property and casualty insurance industry are often subject
to  greater  cyclicality  and  volatility  than  the  industry  in
general.  During soft markets, large standard lines insurers often
utilize excess capacity to assume risks in excess and surplus  and
specialty  lines.   During hard markets,  such  insurers  tend  to
abandon the excess and surplus and specialty lines to the carriers
that  concentrate in these sectors.  Thus, capacity in these lines
will  fluctuate substantially, often with fluctuations in revenues
or profits, or both.

Results of Operations

Third quarter of 1997 Compared with the Third quarter of 1996

      Gross  Premiums Written.  Gross premiums written were  $37.3
million for the third quarter of 1997, compared with $44.8 million
for  the  third  quarter of 1996.  In 1997,  the  Company's  gross
premiums  written decreased due to business lost as  a  result  of
premium  rate competition, which has affected the following  lines
of  business: a $2.6 million decrease in other property, primarily
in  the  Company's  national accounts  business;  a  $2.4  million
decrease  in  casualty  premiums;  a  $2.1  million  decrease   in
Difference  in  Conditions  (DIC) premiums;  and  a  $0.5  million
decrease in commercial automobile premiums.

      Net  Premiums.  Net premiums written were $28.2 million  for
the  third  quarter of 1997 compared with $28.2  million  for  the
third  quarter  of  1996.   Net premiums  written  were  favorably
affected  in 1997 as a result of a new reinsurance program,  which
reduced reinsurance premiums ceded by increasing net retentions to
$500,000 per risk in most lines of business.  Net premiums in  the
third  quarter of 1997 were also increased by a premium adjustment
on a reinsurance contract.  The benefit of the reduced reinsurance
premiums ceded was offset by the effect  of  a decrease  in  gross
written premiums, which  was  caused  by  the competitive  premium 
rate conditions in the property and  casualty marketplace.

      Net  premiums earned increased 25% to $27.8 million for  the
third quarter of 1997 from $22.3 million for the third quarter  of
1996,  as  a  result  of increased  net  retentions, a reinsurance
premium adjustment  and  reduced reinsurance  premiums  ceded from
the  Company's  new  reinsurance  program, effective in the fourth 
quarter of 1996.

     Net Investment Income.  Net investment income increased 7% to
$4.3  million for the third quarter of 1997 from $4.1 million  for
the  third  quarter  of 1996. In 1997, net investment  income  was
affected by additional funds available for investment, but also by
lower  average interest rates compared with the third  quarter  of
1996.

      Net Realized Gains on Investments.  In the third quarter  of
1997, the Company realized a net gain of $2.6 million, compared to
a  net gain of four thousand dollars in the third quarter of 1996.
Portfolio  sales  were effected in the third quarter  of  1997  to
optimize the mix of taxable and tax-exempt investments.

      Other  Income.  For the third quarter of 1997, the Company's
other income was $0.3 million, compared with $0.4 million for  the
third   quarter  of  1996.   The  Company  receives   underwriting
management  fees  for DIC business underwritten  on  behalf  of  a
companion carrier.  This income decreased in the third quarter  of
1997 due to competitive market conditions.

      Losses  and  Loss  Adjustment  Expenses.   Losses  and  loss
adjustment expenses increased 28% to $17.9 million for  the  third
quarter of 1997 from $14.0 million for the third quarter of  1996,
due to increased earned premium exposures and reserve increases of
$1.4  million  for  prior  period  development  in  the  casualty,
commercial  automobile and other property lines of  business.   In
1996,  the  Company  strengthened reserves by  $1.8  million  with
respect to a truck leasing program and a used car dealers program,
each   discontinued  during  1995.   Losses  and  loss  adjustment
expenses were 64.4% of net premiums earned in the third quarter of
1997, compared with 62.6% in the third quarter of 1996.

        Underwriting,   Acquisition,   and   Insurance   Expenses.
Underwriting, acquisition, and insurance expenses increased 16% to
$11.7 million for the third quarter of 1997 from $10.1 million for
the  third  quarter of 1996, largely due to increased  acquisition
costs, primarily net commission expenses.

      Interest  Expense.  For the third quarter of 1997,  interest
expense was $0.4 million compared with $0.4 million for the  third
quarter of 1996.  Interest expense resulted from a term loan  used
to  purchase 1.5 million shares of the Company's common  stock  in
1995.

      Income  Taxes.  The Company recorded a tax expense  of  $1.3
million  in the third quarter of 1997, compared with $0.3  million
for the third quarter of 1996.

      Net  Income.   Net  income was $3.7 million  for  the  third
quarter  of 1997, compared with $2.0 million for the third quarter
of 1996.

Nine months Ended September 30, 1997 Compared with the Nine months
Ended September 30, 1996

      Gross  Premiums Written.  Gross premiums written were $113.7
million  for  the nine months ended September 30,  1997,  compared
with  $118.7 million for the nine months ended September 30, 1996.
In  1997,  the Company's gross premiums written decreased  due  to
business  lost as a result of premium rate competition, which  has
affected  the following lines of business: a $5.7 million decrease
in  other  property, primarily in the Company's national  accounts
business;  a  $0.8 million decrease in casualty premiums;  a  $0.5
million decrease in Difference in Conditions (DIC) premiums; and a
$0.4  million  decrease in commercial automobile  premiums.   Such
decreases  were  partially offset by a $1.3  million  increase  in
Architects'  and  Engineers' coverages, due to expanded  marketing
and  enhanced  coverages offered, and a $0.9 million  increase  in
specialty programs.

      Net  Premiums.  Net premiums written increased 11% to  $79.9
million  for the nine months ended September 30, 1997  from  $72.0
million  for  the  nine  months ended  September  30,  1996.   Net
premiums  written  increased  as a result  of  a  new  reinsurance
program,  effective in the fourth quarter of 1996,  which  reduced
reinsurance  premiums  ceded  by  increasing  net  retentions   to
$500,000  per  risk in most lines of business.  The  increase  was
offset  by  the affect of the decrease in gross written  premiums,
which  was  caused  by  the competitive  rate  conditions  in  the
property and casualty marketplace.

      Net  premiums earned increased 17% to $76.8 million for  the
nine  months ended September 30, 1997 from $65.4 million  for  the
nine months ended September 30, 1996, as a result of increased net
retentions  and  reduced  reinsurance  premiums  ceded  from   the
Company's new reinsurance program, effective in the fourth quarter
of 1996.

     Net Investment Income.  Net investment income increased 6% to
$12.8  million for the nine months ended September 30,  1997  from
$12.1  million for the nine months ended September 30,  1996.   In
1997,  net  investment  income was affected  by  additional  funds
available for investment, but also by lower average interest rates
compared with the nine months ended September 30, 1996.

      Net Realized Gains on Investments.  In the nine months ended
September  30,  1997, the Company realized  a  net  gain  of  $2.6
million,  compared  to  a  net  gain  of  $0.6  million  in  1996.
Portfolio sales were effected in each period to optimize  the  mix
of taxable and tax-exempt investments.

      Other Income.  For the nine months ended September 30, 1997,
the  Company's other income was $0.8 million, compared  with  $0.9
million  for  1996.  The Company receives underwriting  management
fees  for  DIC  business  underwritten on behalf  of  a  companion
carrier.  This income decreased in 1997 due to competitive  market
conditions.

      Losses  and  Loss  Adjustment  Expenses.   Losses  and  loss
adjustment  expenses increased 14% to $47.9 million for  the  nine
months  ended September 30, 1997 from $41.9 million for  the  nine
months ended September 30, 1996, primarily due to increased earned
premium   exposures  and  reserve  increases  for   prior   period
development  in  the  casualty, commercial  automobile  and  other
property  lines  of  business.  In 1996, the Company  strengthened
reserves  by $4.4 million with respect to a truck leasing  program
and  a  used  car dealers program, each discontinued during  1995.
Losses  and  loss adjustment expenses were 62.3% of  net  premiums
earned in the nine months ended September 30, 1997, compared  with
64.1% in the nine months ended September 30, 1996.

        Underwriting,   Acquisition,   and   Insurance   Expenses.
Underwriting, acquisition, and insurance expenses increased 15% to
$33.7  million for the nine months ended September 30,  1997  from
$29.3  million  for  the  nine months ended  September  30,  1996,
largely   due  to  increased  acquisition  costs,  primarily   net
commission expenses.

      Interest  Expense.  For the nine months ended September  30,
1997, interest expense was $1.2 million compared with $1.3 million
for  the  nine months of 1996.  Interest expense resulted  from  a
term  loan  used to purchase 1.5 million shares of  the  Company's
common stock in 1995.

      Income  Taxes.  Income taxes were $2.2 million for the  nine
months  ended  September 30, 1997, compared with income  taxes  of
$0.8 million for the nine months ended September 30, 1996.

      Net Income.  Net income was $8.0 million for the nine months
ended September 30, 1997, compared with $5.8 million for the  nine
months ended September 30, of 1996.

     Liquidity and Capital Resources

      The  Company receives cash from premiums and,  to  a  lesser
extent,  investment income.  The principal cash outflows  are  for
the  payment  of claims, reinsurance premiums, policy  acquisition
costs, and general and administrative expenses.

      At  September 30, 1997, the Company maintained cash and cash
equivalents  of $29.6 million to meet current payment obligations.
In   addition,  the  Company's  investment  portfolio   could   be
substantially  liquidated without any material  financial  impact.
Substantially  all of the cash and investments of the  Company  at
September 30, 1997 were held by its subsidiaries.

      Reinsurance  recoverables on unpaid  losses  increased  from
$137.9 million at December 31, 1996 to $162.6 million at September
30,  1997.   Because  of the high limits on the  Company's  issued
policies  relative to net retentions, reinsurance  recoverable  on
unpaid  losses  can  fluctuate significantly  depending  upon  the
emergence and severity of reported and unreported losses.

      Net cash  provided by  operating activities declined to $1.5
million  for the  first nine months of 1997 from $16.4 million for
the first nine months  of 1996,  primarily  due to an  increase in 
gross claims payments  during the  period.   Such payments will be
recoverable from reinsurers in subsequent periods.

      In  September 1995, the Company purchased 1.5 million shares
of its common stock from Willis Corroon for a total purchase price
of   $25.5  million,  including  related  expenses.   The  Company
financed  its  purchase  of such shares through  the  proceeds  of
borrowing from commercial lending institutions.

      As  a  holding  company, the Company depends principally  on
dividends from its insurance company subsidiaries to pay corporate
overhead  expenses,  including  principal  and  interest  on   its
borrowings.   These  subsidiaries are subject to  state  insurance
laws  that  restrict  their ability to pay dividends.   Under  the
insurance code of Pennsylvania, dividends from Calvert are limited
to  the greater of 10% of surplus as regards policyholders  as  of
the  preceding  year end or the net income for the previous  year,
without  prior  approval  from  the  Pennsylvania  Department   of
Insurance.  Under the insurance code of California, dividends from
Associated  are  limited to the greater of 10%  of  policyholders'
statutory  surplus as of the preceding year end or  the  Company's
statutory net income for the previous year, without prior approval
from the California Department of Insurance.

     The National Association of Insurance Commissioners adopted a
risk-based capital system for assessing the adequacy of  statutory
capital and surplus for all property and casualty insurers.  Based
on  the  guidelines  and  computations  made  by  the  Company  in
conformity  with  such  guidelines, Associated  and  Calvert  have
exceeded  the  required  levels  of  capital.   There  can  be  no
assurance  that capital requirements applicable to  the  Company's
business will not increase in the future.

      The  Company  regularly   evaluates  opportunities  for  the 
acquisitions of books of business,of specialty insurance companies
or companies in related businesses and for business combinations or
joint ventures with other specialty insurance companies. There can 
be no assurance, however, that any suitable business opportunities
will  arise.  In the  event that such  opportunities do arise, the
Company  may incur  indebtedness for  borrowed money in connection
with the consummation of any such transaction.  Such indebtedness,
under certain  circumstances could  adversely affect the Company's
liquidity and capital resources.

     The Company has no off-balance-sheet obligations that are not
disclosed in its financial statements.  The Company believes  that
retained  earnings  will be sufficient to  satisfy  its  long-term
capital requirements to fund growth.

Effects of Inflation

      There  was no significant impact on the Company's operations
as  a  result  of  inflation during the  third  quarter  of  1997.
However, there can be no assurance that inflation will not have  a
material impact on the Company's operations in the future.

PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

a)  Exhibits
Exhibit No.           Description                      Page No.
27                    Financial Data Schedule            14

b)   No reports on Form 8-K were filed during the third quarter of
1997.

                            SIGNATURES

Pursuant  to  the requirements of the Securities Exchange  Act  of
1934,  the Registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.

                                          Gryphon  Holdings   Inc.
                                               (Registrant)

Date:  November  10, 1997               /s/ Stephen  A.  Crane
                                        Stephen A. Crane
                                President & Chief Executive Officer

Date:  November  10, 1997               /s/ Robert   P.  Cuthbert
                                        Robert P. Cuthbert
                                Senior Vice President &
                                Chief Financial Officer
                               (Principal Financial and
                                Accounting Officer)