UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

[ X ]  Quarterly  report  pursuant  to  section  13 or 15(d)  of the  Securities
Exchange Act of 1934 for the quarterly period ended June 30, 1996

or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _____ to _____

Commission File Number 0-15458

                               MARKEL CORPORATION
             (Exact name of registrant as specified in its charter)

             Virginia                                   54-0292420
  (State or other jurisdiction of                    (I.R.S. employer
   incorporation or organization)                  identification number)

                 4551 Cox Road, Glen Allen, Virginia 23060-3382
                    (Address of principal executive offices)
                                   (Zip code)

                                 (804) 747-0136
              (Registrant's telephone number, including area code)

                                      NONE
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 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 [   ]

Number of shares of the registrant's common stock outstanding at July 27, 1996:
5,431,797

                                       1


                               Markel Corporation
                                    Form 10-Q

                                      Index

                                                                           Page
Number
PART I. FINANCIAL INFORMATION:

         Item 1. Financial Statements

           Consolidated Balance Sheets--
            June 30, 1996 and December 31, 1995                               3

           Consolidated Statements of Income--
            Quarters and Six Months Ended June 30, 1996 and 1995              4

           Consolidated Statements of Cash Flows--
            Six Months Ended June 30, 1996 and 1995                           5

           Notes to Consolidated Financial Statements--
            June 30, 1996                                                     6

         Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations                       8

PART II. OTHER INFORMATION:

         Item 4. Submission of Matters to a Vote of Security Holders         12

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





                                       2



 PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                        MARKEL CORPORATION AND SUBSIDIARIES

                                            Consolidated Balance Sheets

                                                                                          June 30,   December 31,
                                                                                        -------------------------
                                                                                           1996         1995
- -----------------------------------------------------------------------------------------------------------------
                                                                                         (dollars in thousands)
 
ASSETS
Investments, available-for-sale, at estimated fair value
         Fixed maturities (cost of $697,880 in 1996 and $683,568 in 1995)               $  692,417   $  706,055
         Equity securities (cost of $130,164 in 1996 and $104,538 in 1995)                 164,713      134,346
         Short-term investments (estimated fair value approximates cost)                    51,782       68,182
- -----------------------------------------------------------------------------------------------------------------
           Total investments, available-for-sale                                           908,912      908,583
- -----------------------------------------------------------------------------------------------------------------

Cash and cash equivalents                                                                   20,377       18,315
Receivables                                                                                 62,880       47,210
Reinsurance recoverable on unpaid losses                                                   158,070      159,141
Reinsurance recoverable on paid losses                                                      16,900       20,404
Deferred policy acquisition costs                                                           33,403       32,024
Prepaid reinsurance premiums                                                                41,315       39,728
Property and equipment                                                                      26,356       27,729
Intangible assets                                                                           40,617       41,657
Other assets                                                                                45,763       19,746
- -----------------------------------------------------------------------------------------------------------------
           Total assets                                                                 $1,354,593   $1,314,537
=================================================================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY

Unpaid losses and loss adjustment expenses                                              $  751,266   $  734,409
Unearned premiums                                                                          178,821      170,697
Payables to insurance companies                                                             34,591       17,247
Long-term debt (estimated fair value of $93,564 in 1996 and $109,189 in 1995)               99,665      106,689
Other liabilities                                                                           57,920       72,053
- -----------------------------------------------------------------------------------------------------------------
           Total liabilities                                                             1,122,263    1,101,095
- -----------------------------------------------------------------------------------------------------------------

Shareholders' equity
         Common stock                                                                       23,199       23,118
         Retained earnings                                                                 190,225      156,333
         Net unrealized gains on fixed maturities and equity securities, net of taxes       18,906       33,991
- -----------------------------------------------------------------------------------------------------------------
           Total shareholders' equity                                                      232,330      213,442
- -----------------------------------------------------------------------------------------------------------------

           Total liabilities and shareholders' equity                                   $1,354,593   $1,314,537
=================================================================================================================


See accompanying notes to consolidated financial statements.


                                       3





                                          MARKEL CORPORATION AND SUBSIDIARIES

                                           Consolidated Statements of Income

                                                                  Quarter Ended                    Six Months Ended
                                                                     June 30,                          June 30,
                                                             ----------------------             ----------------------
                                                                1996         1995                  1996         1995
- ----------------------------------------------------------------------------------------------------------------------
                                                                    (dollars in thousands, except per share data)
 
Operating revenues
         Earned premiums                                     $  71,393    $  68,449             $ 148,190    $ 134,233
         Net investment income                                  11,853       10,104                24,137       18,472
         Net realized gains (losses) from investment sales        (467)       3,050                 2,507        4,613
         Other                                                     893          962                 1,828        1,772
- ----------------------------------------------------------------------------------------------------------------------
           Total operating revenues                             83,672       82,565               176,662      159,090
- ----------------------------------------------------------------------------------------------------------------------

Operating expenses
         Losses and loss adjustment expenses                    46,327       46,011               100,879       88,034
         Underwriting, acquisition and insurance expenses       24,089       22,074                48,819       44,679
         Other                                                     458          412                   908          829
         Amortization of intangible assets                         660          590                 1,335        1,293
- ----------------------------------------------------------------------------------------------------------------------
         Total operating expenses                               71,534       69,087               151,941      134,835
- ----------------------------------------------------------------------------------------------------------------------

           Operating income                                     12,138       13,478                24,721       24,255
Interest expense                                                 2,021        2,192                 4,050        4,131
- ----------------------------------------------------------------------------------------------------------------------
           Income before income taxes                           10,117       11,286                20,671       20,124

Income taxes (benefit)                                         (15,973)       2,934               (13,229)       5,232
- ----------------------------------------------------------------------------------------------------------------------
           Net income                                        $  26,090    $   8,352             $  33,900    $  14,892
======================================================================================================================

Earnings per share
         Primary                                             $    4.61    $    1.49             $    5.99    $    2.67
- ----------------------------------------------------------------------------------------------------------------------
         Fully diluted                                       $    4.60    $    1.49             $    5.98    $    2.66
======================================================================================================================


See accompanying notes to consolidated financial statements.

                                       4




                                                 MARKEL CORPORATION AND SUBSIDIARIES

                                                Consolidated Statements of Cash Flows

                                                                                                              Six Months Ended
                                                                                                                   June 30,
                                                                                                          -------------------------
                                                                                                             1996            1995
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            (dollars in thousands)
 
Operating Activities
         Net income                                                                                       $  33,900       $  14,892
         Adjustments to reconcile net income to net cash provided  by operating activities                    1,051          73,364
- -----------------------------------------------------------------------------------------------------------------------------------
 Net cash provided by operating activities                                                                   34,951          88,256
- -----------------------------------------------------------------------------------------------------------------------------------

Investing Activities
         Proceeds from sales of fixed maturities and equity securities                                      209,900         289,730
         Proceeds from maturities of fixed maturities                                                        38,670           9,344
         Cost of fixed maturities and equity securities purchased                                          (288,856)       (368,723)
         Net change in short-term investments                                                                16,400          (9,126)
         Purchase of Lincoln Insurance Company - net of cash acquired                                          --           (21,747)
         Other                                                                                               (2,026)         (2,238)
- -----------------------------------------------------------------------------------------------------------------------------------
 Net cash used by investing activities                                                                      (25,912)       (102,760)
- -----------------------------------------------------------------------------------------------------------------------------------

Financing Activities
         Borrowings under credit facility                                                                      --            17,000
         Repayment of long-term debt and credit facility                                                     (7,050)            (50)
         Other                                                                                                   73              34
- -----------------------------------------------------------------------------------------------------------------------------------
 Net cash provided (used) by financing activities                                                            (6,977)         16,984
- -----------------------------------------------------------------------------------------------------------------------------------

         Increase in cash and cash equivalents                                                                2,062           2,480
         Cash and cash equivalents at beginning of period                                                    18,315          10,229
- -----------------------------------------------------------------------------------------------------------------------------------
         Cash and cash equivalents at end of period                                                       $  20,377       $  12,709
===================================================================================================================================


See accompanying notes to consolidated financial statements.


                                       5




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--June 30, 1996

1. Principles of Consolidation

The  consolidated  balance sheet as of June 30, 1996,  the related  consolidated
statements  of income for the  quarters  and six months  ended June 30, 1996 and
1995,  and the  consolidated  statements  of cash flows for the six months ended
June 30,  1996 and 1995,  are  unaudited.  In the  opinion  of  management,  all
adjustments  necessary for a fair  presentation of such  consolidated  financial
statements have been included. Such adjustments consist only of normal recurring
items.  Interim results are not necessarily  indicative of results of operations
for the full year.

The  consolidated  financial  statements and notes are presented as permitted by
Form 10-Q,  and do not contain  certain  information  included in the  Company's
annual consolidated financial statements and notes.



2. Earnings per share

Earnings per share was determined by dividing net income,  as adjusted below, by
the applicable shares outstanding (in thousands):


                                                                             Quarter Ended                    Six Months Ended
                                                                               June 30,                            June 30,
                                                                         ----------------------            ------------------------
                                                                           1996          1995                1996            1995
- -----------------------------------------------------------------------------------------------------------------------------------
 
 Net income, as reported                                                 $ 26,090      $  8,352            $ 33,900        $ 14,892
         Dividends on redeemable preferred stock                               (4)           (4)                 (8)             (8)
- -----------------------------------------------------------------------------------------------------------------------------------
 Primary and fully diluted income                                        $ 26,086      $  8,348            $ 33,892        $ 14,884
===================================================================================================================================

 Average common shares outstanding                                          5,428         5,406               5,426           5,397
         Shares applicable to common stock equivalents                        233           197                 231             181
- -----------------------------------------------------------------------------------------------------------------------------------
Average primary shares outstanding                                          5,661         5,603               5,657           5,578

 Additional dilution attributable to common
         stock equivalents                                                      8             8                  10              24
- -----------------------------------------------------------------------------------------------------------------------------------
Average fully diluted shares outstanding                                    5,669         5,611               5,667           5,602
===================================================================================================================================


                                       6


3. Reinsurance

The table below  summarizes the effect of  reinsurance  on premiums  written and
earned (dollars in thousands):




                                                           Quarter Ended June 30,
- ----------------------------------------------------------------------------------------------------------
                                                1996                                     1995
- ----------------------------------------------------------------------------------------------------------
                                    Written             Earned               Written               Earned
 
 Direct                           $ 106,037            $  91,381            $  94,704            $  82,441
 Assumed                              1,583                2,402                7,929               10,007
 Ceded                              (25,809)             (22,390)             (26,861)             (23,999)
- ----------------------------------------------------------------------------------------------------------
         Net premiums             $  81,811            $  71,393            $  75,772            $  68,449
==========================================================================================================







                                                           Six Months Ended June 30,
- ----------------------------------------------------------------------------------------------------------
                                                1996                                     1995
- ----------------------------------------------------------------------------------------------------------
                                Written               Earned                Written                Earned
 
Direct                         $ 198,154             $ 187,162             $ 175,250             $ 160,617
Assumed                            3,642                 6,578                17,487                17,717
Ceded                            (47,071)              (45,550)              (47,186)              (44,101)
- ----------------------------------------------------------------------------------------------------------
        Net premiums           $ 154,725             $ 148,190             $ 145,551             $ 134,233
==========================================================================================================




Incurred losses and loss adjustment  expenses are net of reinsurance  recoveries
of $11.1  million  and $18.2  million for the  quarters  ended June 30, 1996 and
1995, respectively, and $23.7 million and $33.3 million for the six months ended
June 30, 1996 and 1995, respectively.


                                       7



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

Results of Operations
Quarter and Six Months  ended June 30,  1996  compared to Quarter and Six Months
ended June 30, 1995

The Company  underwrites  specialty  insurance  products  and  programs to niche
markets.  Significant  areas of underwriting  include  professional and products
liability,  excess and surplus lines,  specialty programs and specialty personal
and commercial lines.  Professional  liability coverage is offered to physicians
and health professionals, insurance companies, directors and officers, attorneys
and architects and engineers.  Special risk programs provide products  liability
insurance for  manufacturers  and distributors and tailored  coverages for other
unique exposures.  Property/casualty insurance for nonstandard and hard-to-place
risks is  underwritten on an excess and surplus lines basis.  Specialty  program
insurance includes coverage for camps, youth and recreation,  child care, health
and  fitness and  agribusiness  organizations,  as well as  accident  and health
insurance for colleges.  The Company also  underwrites  personal and  commercial
property and  liability  coverages  for  watercraft,  motorcycles,  automobiles,
mobile  homes,  dwellings  and  commercial  freight  companies,   and  maintains
wholesale and retail brokerage  operations that produce  business  primarily for
its insurance subsidiaries.

Following is a comparison of gross premium volume by significant underwriting
area:



                              Gross Premium Volume

  Quarter Ended June 30,                                                              Six Months Ended June 30,
- ----------------------------------------------------------------------------------------------------------------
  1996             1995             (amounts in thousands)                              1996             1995
- ----------------------------------------------------------------------------------------------------------------
 
$ 32,116         $ 34,923       Professional/Products Liability                       $  63,311       $   67,218
  29,890           25,357       Excess & Surplus Lines                                   58,935           51,656
  24,916           26,860       Specialty Program Insurance                              45,662           50,531
  20,528           10,237       Specialty Personal and Commercial Lines                  34,090           18,409
   3,488            6,076       Other                                                     6,285           10,726
- ----------------------------------------------------------------------------------------------------------------
$110,938         $ 103,453      Total                                                 $ 208,283       $  198,540
================================================================================================================

Gross premium  volume  increased 7% to $110.9 million for the second quarter and
5% to $208.3  million for the six month  period in 1996 from $103.5  million and
$198.5 million,  respectively,  for the same periods in 1995.  Premiums from new
programs  provided  the  majority  of the growth for the  quarter  and six month
period in 1996.

Premiums from  professional/products  liability insurance were $32.1 million for
the second quarter and $63.3 million for the six month period  compared to $34.9
million and $67.2 million,  respectively, for the same periods last year. Growth
in the medical  malpractice and directors' and officers'  product lines was more
than offset by lower production from other lines,  including  specified  medical
professions and the special risk programs due to changes in risk selection.

Excess and surplus lines second  quarter gross premium  volume grew 18% to $29.9
million from $25.4 million a year earlier. For the six month period,  excess and
surplus lines gross premium  volume rose 14% to $58.9 million from $51.7 million
in 1995.  Production from the special property  insurance  program  continued to
show  significant  growth. A new excess and umbrella program also contributed to
1996 growth.


                                       8



Gross premiums from specialty program insurance  premiums were $24.9 million for
the second quarter and $45.7 million for the six month period  compared to $26.9
million  and  $50.5  million  for the  quarter  and six month  periods  in 1995.
Increased  competition  in the youth and recreation  and  agribusiness  programs
contributed to the decrease.

Specialty  personal and commercial  lines premiums rose sharply to $20.5 million
for the second  quarter and $34.1  million  for the six month  period from $10.2
million and $18.4  million,  respectively,  during the same  periods a year ago.
Several recently added programs,  including  property  coverage for mobile homes
and low value  dwellings,  liability  coverage for commercial autos and physical
damage coverage for personal autos, showed continued strong growth, contributing
$10.0 million and $21.0 million to quarterly and six month 1996 production.

Other  gross  premiums  totaled  $3.5  million  for the second  quarter and $6.3
million for the six month  period  compared to $6.1  million and $10.7  million,
respectively,  for the same periods in 1995. Other gross premium volume included
production  from  the  Company's  wholesale  brokerage  operations  and  run-off
business related to Lincoln Insurance Company, a company acquired in May 1995.

The Company enters into reinsurance  agreements in order to reduce its liability
on individual risks and enable it to underwrite policies with higher limits. The
Company's net retention of gross premium  volume  increased to 74% in the second
quarter and six month period from 73% for the same periods a year  earlier.  The
increase reflects higher retentions for the specialty program insurance lines.

Following is a comparison of earned premiums by significant underwriting area:


                                                           Earned Premiums

    Quarter Ended June 30,                                                               Six Months Ended June 30,
- ------------------------------------------------------------------------------------------------------------------
     1996              1995               (amounts in thousands)                              1996         1995
- ------------------------------------------------------------------------------------------------------------------
 
   $26,455           $ 28,383       Professional/Products Liability                        $ 58,014    $   55,730
    17,075             17,080       Excess & Surplus Lines                                   35,214        33,737
    15,663             15,210       Specialty Program Insurance                              32,099        31,447
    11,581              5,548       Specialty Personal and Commercial Lines                  20,300        10,632
       619              2,228       Other                                                     2,563         2,687
- ------------------------------------------------------------------------------------------------------------------
  $ 71,393           $ 68,449       Total                                                  $148,190     $ 134,233
==================================================================================================================



Total operating  revenues for the second quarter increased to $83.7 million from
$82.6 million in 1995. For the six month period,  operating revenues rose 11% to
$176.7 million from $159.1 million a year ago. Earned premiums advanced to $71.4
million for the quarter and $148.2  million for the six month  period from $68.4
million and $134.2 million,  respectively,  for the same periods in 1995. Higher
gross premium volume attributed to new products and increasing retentions in our
core products  prompted the 4% quarterly  and 10%  year-to-date  earned  premium
increases.  Although the property and casualty market remains  competitive,  the
Company will not sacrifice long term underwriting profits for premium growth.


                                       9



Second  quarter  net  investment  income  rose 17% to $11.9  million  from $10.1
million a year ago. For the six month period,  net investment  income increased
31% to $24.1 million from $18.5  million in 1995.  The  increases  were
primarily  the result of the Company's larger investment portfolio over the past
year. The Company's invested assets were $908.9  million at June 30, 1996
compared to $797.5  million at June 30, 1995.

The Company reported  realized  investment losses of $0.5 million for the second
quarter and realized  investment  gains $2.5 million for six months  compared to
realized  investment gains of $3.1 million and $4.6 million,  respectively,  for
the same periods  last year.  Variability  in the timing of realized  investment
gains is to be expected and often results from interest  rate  volatility  which
affects the market values of fixed maturity and equity investments.

Total operating  expenses for the second quarter were $71.5 million  compared to
$69.1 million in 1995.  Total  operating  expenses for the six month period were
$151.9  million  compared to $134.8 million a year ago. The 4% and 13% quarterly
and  year-to-date  increases,  respectively,   resulted  primarily  from  higher
variable expenses associated with higher earned premiums.

Following is a comparison  of selected data from the  Company's  operations  (in
thousands):



        Quarter Ended June 30,                                                     Six Months Ended June 30,
- ----------------------------------------------------------------------------------------------------------------
       1996             1995               (amounts in thousands)                  1996                  1995
- ----------------------------------------------------------------------------------------------------------------
 
     $110,938           $ 103,453        Gross premium volume                    $208,283             $ 198,540
     $ 81,811            $ 75,772        Net premiums written                    $154,725             $ 145,551
           74%                 73%       Net retention                                 74%                   73%
     $ 71,393            $ 68,449        Earned premiums                         $148,190             $ 134,233
     $ 46,327            $ 46,011        Losses and loss adjustment expenses     $100,879             $  88,034
                                         Underwriting, acquisition, and
     $ 24,089            $ 22,074             insurance expenses                 $ 48,819             $  44,679
                                         GAAP ratios
           65%                 67%            Loss ratio                               68%                   66%
           34%                 32%            Expense ratio                            33%                   33%
- ----------------------------------------------------------------------------------------------------------------
           99%                 99%       Combined ratio                               101%                   99%
=================================================================================================================


The second  quarter  combined loss and expense ratio was flat at 99% compared to
last year. For the six month period,  the combined ratio  increased to 101% from
99% in 1995.  The quarterly  loss ratio fell to 65% from 67% in 1995,  while the
six month loss ratio  increased to 68% from 66% a year ago.  The second  quarter
1996 decrease resulted from favorable  development in various lines of business.
The  increase  in the loss  ratio for the six month  period  was due to  reserve
increases  in the medical  malpractice  book of business and winter storm losses
from the first quarter of 1996. The expense ratio for the second quarter was 34%
compared to 32% in 1995.  The  increase is  attributable  to higher  acquisition
costs and start-up costs in several new programs which were partially  offset by
the recognition of contingent profit commissions.  The expense ratio for the six
month period was flat at 33% when compared to 1995.


                                       10



In  evaluating  its  operating   performance,   the  Company   focuses  on  core
underwriting  and investing  results before  consideration  of realized gains or
losses from the sales of investments and expenses related to the amortization of
intangible  assets.  Management  believes  this  is a  better  indicator  of the
Company's  operating  performance  because it reduces the variability in results
associated with realized investment gains or losses and eliminates the impact of
accounting  conventions  which do not reflect current  operating  costs. For the
second quarter of 1996, income from core  underwriting and investing  operations
increased 28% to $11.3 million from $8.8 million in 1995.  Increased  investment
income and  underwriting  profits  fueled the growth.  For the six month period,
income from core  operations  grew 16% to $19.5  million from $16.8 million last
year, primarily as a result of increased investment income.

The Company's effective tax rate for the second quarter and six month period was
(158%) and (64%) of income before income taxes, respectively, compared to 26% of
income before income taxes for the same periods last year. In the second quarter
of 1996, the Company recognized a nonrecurring  benefit of $18.4 million related
to the realization of tax benefits  attributable to certain  differences between
financial  reporting and tax bases of assets  acquired in a prior  period.  This
benefit was recognized when management determined that estimated tax liabilities
were less than amounts previously accrued.

Second  quarter 1996 net income rose to $26.1 million from $8.4 million in 1995.
For the six month  period,  net  income  advanced  to $33.9  million  from $14.9
million last year.  The increase was  primarily  the result of the $18.4 million
nonrecurring benefit and higher net investment income, partially offset by lower
realized gains.

Financial Condition as of June 30, 1996

The Company's  insurance  operations  collect  premiums and pay current  claims,
reinsurance commissions and operating expenses.  Premiums collected and positive
cash flows from the insurance  operations  are invested  primarily in short-term
investments and long-term bonds. The Company's  short-term  investments  provide
liquidity for projected claims, reinsurance costs and operating expenses.

For the six month  period  ended June 30,  1996,  the Company  reported net cash
provided by operating activities of $35.0 million, compared to net cash provided
by operating  activities of $88.3 million for the same period in 1995. Operating
cash  flows  reflected  reinsurer  commutations  and other  settlements  of $1.0
million in 1996 compared to $45.0  million in 1995.  The Company does not expect
commutations to be a significant source of operating cash flow in 1996 or future
years.

For the six month period ended June 30, 1996, the Company reported net cash used
by investing activities of $25.9 million compared to $102.8 million in 1995. The
difference is primarily attributable to lower reinsurer commutation activity and
other settlements in 1996. The Company's  invested assets were $908.9 million at
June 30, 1996 compared to $908.6  million at December 31, 1995.  The  unrealized
appreciation of the Company's investment portfolio decreased $23.2 million since
December 31, 1995. As of June 30, 1996, the cost of the Company's fixed maturity
investments  exceeded  the  estimated  fair  value by $5.5  million,  while  the
estimated fair value of its equity investments exceeded cost by $34.6 million.


                                       11



At June 30, 1996, the Company's fixed maturity and equity investments  comprised
approximately  76% and  18% of  total  investments,  respectively.  The  Company
expects  variability  in its realized  and  unrealized  investment  gains due to
interest rate volatility as well as other economic conditions.

As of June 30, 1996 the unused balances available under the Company's  revolving
credit facility  totaled $40.0 million compared to $33.0 million at December 31,
1995.  The Company repaid $7.0 million of the revolving  credit  facility in the
second quarter of 1996.

Shareholders'  equity at June 30,  1996 was $232.3  million  compared  to $213.4
million at December  31,  1995.  Book value per share rose to $42.78 at June 30,
1996 from  $39.37 at  December  31,  1995.  During  the six  month  period,  net
unrealized investment gains, net of income taxes, decreased by $15.1 million.


Other Items

On May 16,  1996,  the  Company and  Investors  Insurance  Group  (IIG)  jointly
announced that they had executed a definitive  agreement for the  acquisition of
Investors  Insurance Holding  Corporation and its subsidiaries for approximately
$38 million. IIG, a specialty property and casualty insurer, had total assets of
approximately  $222  million  and an  investment  portfolio  of $139  million at
December 31, 1995. The Company is currently seeking  regulatory  approval of the
transaction  and expects to  complete  the  acquisition  by the end of the third
quarter of 1996.  The Company  expects to finance the  transaction  with cash on
hand and bank financing.

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

The Corporation's Annual Meeting was held on May 7, 1996, in Richmond, Virginia.
At the Annual Meeting,  shareholders  elected directors for the ensuing year and
ratified the selection by the Board of Directors of KPMG Peat Marwick LLP as the
Company's  independent  auditors  for the year ending  December  31,  1996.  The
results of the meeting were as follows:

Election of Directors                  For                         Withheld
- ---------------------                  ---                         --------
   Alan I. Kirshner                 4,385,855                       43,455
   Anthony F. Markel                4,385,855                       43,455
   Steven A. Markel                 4,385,855                       43,455
   Darrell D. Martin                4,385,855                       43,455
   Leslie A. Grandis                4,385,855                       43,455
   Stewart M. Kasen                 4,385,255                       44,055
   Gary L. Markel                   4,385,855                       43,455
   V. Prem Watsa                    4,385,855                       43,455



                                       12



Ratification of Selection of Auditors:

Abstentions and Brokers
        For                        Against                    Non-Votes
        ---                        -------                    ---------
    4,422,494                       2,167                        4,648

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

The Exhibits to this Report are listed in the Exhibit Index.

(b) No reports on Form 8-K were filed during the quarter ended June 30, 1996.




                                       13




                                   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, this 30th day of July, 1996.

                                 Markel Corporation

                                 By   Alan I. Kirshner
                                   ------------------------------------
                                        Alan I. Kirshner
                                        Chief Executive Officer
                                          (Principal Executive Officer)



                                 By   Anthony F. Markel
                                   ------------------------------------
                                        Anthony F. Markel
                                         President
                                          (Principal Operating Officer)



                                 By   Steven A. Markel
                                   ------------------------------------
                                        Steven A. Markel
                                        Vice Chairman



                                 By   Darrell D. Martin
                                   ------------------------------------
                                        Darrell D. Martin
                                        Executive Vice President and
                                        Chief Financial Officer
                                          (Principal Financial Officer and
                                            Principal Accounting Officer)


                                       14



                                  Exhibit Index

   Number     Description

     10       Agreement  and  Plan  of  Merger  among  Markel  Corporation,  IIG
              Acquisition Corp.,  Investors  Insurance Holding Corp. and certain
              shareholders of Investors Insurance Holding Corp. *

     27       Financial Data Schedule *


* Filed electronically with the Commission's operational EDGAR system.



                                       15