SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC 20549
                    
                    
                    
                          FORM 8-K
                       CURRENT REPORT
           PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF
               1934
               
               
               
               
               
Date of report (Date of earliest event reported)
February 9, 1998


                    GRYPHON HOLDINGS INC.
     (Exact Name of Registrant as Specified in
Charter)


      Delaware            0-5537         13-3287060
   (State or Other      (Commission     (IRS Employer
    Jurisdiction       File Number)    Identification
  of Incorporation)                         No.)

30 Wall Street,                              10005
New York, New York
(Address of  Principal Executive Offices) (Zip Code)





Registrant's           (212) 825-1200
telephone number,
including area code


(Former Name or Former Address, if Changed Since Last Report)




Item 5.   Other Events.

        On February 9, 1998, Gryphon Holdings Inc.
("Gryphon") entered into a stock purchase agreement (the
"Stock Purchase Agreement") with Dearborn Risk Management,
Inc. ("Dearborn") to buy from Dearborn all of the issued
and outstanding shares (the "Shares") of capital stock of
The First Reinsurance Company of Hartford ("First Re"),
Oakley Underwriting Agency, Inc., and F/I Insurance
Agency, Incorporated.  The Stock Purchase Agreement also
provides that First Re and certain other affiliates of
Gryphon will underwrite certain policies of insurance and
reinsurance (the "Program Business") previously
underwritten by Homestead Insurance Company, a wholly
owned subsidiary of Dearborn.

     Under the terms of the Stock Purchase Agreement,
Gryphon will purchase the Shares for (i) $31,900,000 in
cash, payable to Dearborn at closing, (ii) 14,444 shares
of Series A 4.0% Cumulative Convertible Preferred Stock of
Gryphon and (iii) an earnout payment comprised of cash or
Gryphon preferred stock to be based on the earnings of the
Program Business for the 1998, 1999 and 2000 calendar
years. The transaction is expected to close during the
second quarter of 1998, pending the receipt of all
necessary regulatory approvals and the satisfaction of
other customary conditions.
          The Stock Purchase Agreement is attached as
Exhibit 10.1 hereto and is incorporated by reference
herein.
FORWARD LOOKING INFORMATION
          The Private Securities Litigation Reform Act of
1995 provides a "safe harbor" for forward-looking
statements.  Certain information contained herein or in
any other written or oral statements made by or on behalf
of Gryphon may include forward-looking statements which
reflect Gryphon's current views with respect to future
events and financial performance.  These forward-looking
statements are subject to certain uncertainties and other
factors that could cause actual results to differ
materially from such statements.  These uncertainties and
other factors (which are described in more detail
elsewhere in documents filed by Gryphon with the
Securities and Exchange Commission) include, but are not
limited to, uncertainties relating to general economic
conditions and cyclical industry conditions, uncertainties
relating to government and regulatory policies, volatile
and unpredictable developments (including storms and
catastrophes), the legal environment, the uncertainties of
the reserving process and the competitive environment in
which Gryphon operates.  The words "believe," "expect,"
"anticipate," "project," "plan" and similar expressions
identify forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking
statements, which speak only as of their dates.  Gryphon
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise.





Item 7.   Financial Statements, Pro Forma Financial
Information and Exhibits.

         (c)   Exhibits

                    10.1 Stock Purchase Agreement, dated
                    as of February 9, 1998, by and between
                    Gryphon Holdings Inc. and Dearborn
                    Risk Management, Inc.
                    
                    99.1 Press Release, dated February 9,
                    1998, issued by Gryphon Holdings Inc.
                    
                    
                    
                    
                    
                    
                        SIGNATURE
          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 hereunto duly authorized.



GRYPHON HOLDINGS INC.



Dated: February 19, 1998        By:/s/ Stephen A. Crane
                                   Stephen A. Crane
                                   President and Chief
                                   Executive Officer

                      Exhibit Index
                            
                            
      Exhibit
      Number            Description          Page

      10.1  Stock Purchase Agreement, dated as
            of February 9, 1998, by
            and between Gryphon Holdings Inc. and
            Dearborn Risk
            Management, Inc.

      99.1  Press Release, dated February 9,
            1998, issued by Gryphon
            Holdings Inc.