EXHIBIT NO. 5.1

February 20, 1998

Gryphon Holdings Inc.
30 Wall Street
New York, NY 10005

Dear Sirs:

I am Senior Vice President and General Counsel of Gryphon
Holdings Inc. (the "Company"), and in that capacity I am
delivering this opinion in connection with Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8
(the "Registration Statement") of Gryphon Holdings Inc.
(the "Company") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to an
additional 250,000 shares, par value $.01 per share, of
common stock of the Company (the "Shares").  The Shares
are to be offered pursuant to the terms of the Gryphon
Holdings Inc. 1993 Stock Option Plan (the "Plan") to
participants in the Plan (the "Participants").

I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of
such documents, corporate records and other instruments
relating to the incorporation of the Company and to the
authorization and issuance of the Shares, and have made
such investigations of law, as I have deemed necessary and
advisable.

Based upon the foregoing and having due regard for such
legal questions as I have deemed relevant, I am of the
opinion that:

1.   The Company is duly incorporated and validly existing
under the laws of the State of Delaware; and

2.   The Shares have been duly authorized, validly issued,
and constitute fully paid and nonassessable shares of
common stock of the Company.

I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to me in the summary of the Plan provided to the
Participants, which, together with the documents
incorporated by reference in the Registration Statement,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

Very truly yours,

/s/ Robert M. Coffee

Robert M. Coffee
Senior Vice President & General Counsel