Exhibit 4(i)



         CERTIFICATE OF DESIGNATION, PREFERENCES
              AND RIGHTS OF SERIES B JUNIOR
              PARTICIPATING PREFERRED STOCK
                           OF
                ORION CAPITAL CORPORATION


 Pursuant to Section 151 of the General Corporation Law
                of the State of Delaware
 
 
          I, Michael P. Maloney, Vice President, General
Counsel and Secretary of Orion Capital Corporation, a
corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance
with the provisions of Section 103 thereof, DO HEREBY
CERTIFY: 

          That pursuant to the authority conferred upon
the Board of Directors by the Restated Certificate of
Incorporation of the said Corporation, the said Board of
Directors on September 11, 1996, adopted the following
resolution creating a series of 1,000,000 shares of Pre-
ferred Stock designated as Series B Junior Participating
Preferred Stock: 

          RESOLVED, that pursuant to the authority vested
in the Board of Directors of this Corporation in accor-
dance with the provisions of its Restated Certificate of
Incorporation, a series of Preferred Stock of the Corpo-
ration be and it hereby is created, and that the designa-
tion and amount thereof and the voting powers, preferenc-
es and relative, participating, optional and other spe-
cial rights of the shares of such series, and the quali-
fications, limitations or restrictions thereof are as
follows: 

          Section 1.  Designation and Amount.  The shares
of such series shall be designated as "Series B Junior
Participating Preferred Stock" and the number of shares
constituting such series shall be 1,000,000. 
 
          Section 2.  Dividends and Distributions. 
 
          (A)  Subject to the prior and superior rights
of the holders of any shares of any series of Preferred
Stock ranking prior and superior to the shares of Series
B Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series B Junior Par-
ticipating Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly divi-
dends payable in cash on the first business day of Janu-
ary, April, July and October in each year (each such date
being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Pay-
ment Date after the first issuance of a share or fraction
of a share of Series B Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 or (b) subject to
the provision for adjustment hereinafter set forth, 200
times the aggregate per share amount of all cash divi-
dends, and 200 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares
of Common Stock (by reclassification or otherwise),
declared on the Common Stock, par value $1.00 per share,
of the Corporation (the "Common Stock") since the immedi-
ately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a
share of Series B Junior Participating Preferred Stock. 
In the event the Corporation shall at any time after
September 11, 1996 (the "Rights Declaration Date") (i)
declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such case the
amount to which holders of shares of Series B Junior
Participating Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by
a fraction the numerator of which is the number of shares
of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to
such event. 
 
          (B)  The Corporation shall declare a dividend
or distribution on the Series B Junior Participating
Preferred Stock as provided in Paragraph (A) above im-
mediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares
of Common Stock); provided that, in the event no dividend
or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1.00 per share on the Series
B Junior Participating Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment
Date. 
 
          (C)  Dividends shall begin to accrue and be
cumulative on outstanding shares of Series B Junior
Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such
shares of Series B Junior Participating Preferred Stock,
unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin
to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determi-
nation of holders of shares of Series B Junior Partici-
pating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend
Payment Date.  Accrued but unpaid dividends shall not
bear interest.  Dividends paid on the shares of Series B
Junior Participating Preferred Stock in an amount less
than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at
the time outstanding.  The Board of Directors may fix a
record date for the determination of holders of shares of
Series B Junior Participating Preferred Stock entitled to
receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof. 
 
          Section 3.  Voting Rights.  The holders of
shares of Series B Junior Participating Preferred Stock
shall have the following voting rights: 
 
          (A)  Subject to the provision for adjustment
hereinafter set forth, each share of Series B Junior
Participating Preferred Stock shall entitle the holder
thereof to 200 votes on all matters submitted to a vote
of the stockholders of the Corporation.  In the event the
Corporation shall at any time after the Rights Declara-
tion Date (i) declare any dividend on Common Stock pay-
able in shares of Common Stock, (ii) subdivide the out-
standing Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which
holders of shares of Series B Junior Participating Pre-
ferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a
fraction the numerator of which is the number of shares
of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to
such event. 
 
          (B)  Except as otherwise provided herein or by
law, the holders of shares of Series B Junior Participat-
ing Preferred Stock and the holders of shares of Common
Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation. 
 
               (C)(i)  If at any time dividends on
     any Series B Junior Participating Preferred
     Stock shall be in arrears in an amount equal to
     six (6) quarterly dividends thereon, the occur-
     rence of such contingency shall mark the begin-
     ning of a period (herein called a "default
     period") which shall extend until such time
     when all accrued and unpaid dividends for all
     previous quarterly dividend periods and for the
     current quarterly dividend period on all shares
     of Series B Junior Participating Preferred
     Stock then outstanding shall have been declared
     and paid or set apart for payment.  During each
     default period, all holders of Preferred Stock
     (including holders of the Series B Junior Par-
     ticipating Preferred Stock) with dividends in
     arrears in an amount equal to six (6) quarterly
     dividends thereon, voting as a class, irrespec-
     tive of series, shall have the right to elect
     two (2) Directors. 

               (ii)  During any default period, such
     voting right of the holders of Series B Junior
     Participating Preferred Stock may be exercised
     initially at a special meeting called pursuant
     to subparagraph (iii) of this Section 3(C) or
     at any annual meeting of stockholders, and
     thereafter at annual meetings of stockholders,
     provided that such voting right shall not be
     exercised unless the holders of ten percent
     (10%) in number of shares of Preferred Stock
     outstanding shall be present in person or by
     proxy.  The absence of a quorum of the holders
     of Common Stock shall not affect the exercise
     by the holders of Preferred Stock of such vot-
     ing right.  At any meeting at which the holders
     of Preferred Stock shall exercise such voting
     right initially during an existing default
     period, they shall have the right, voting as a
     class, to elect Directors to fill such vacan-
     cies, if any, in the Board of Directors as may
     then exist up to two (2) Directors or, if such
     right is exercised at an annual meeting, to
     elect two (2) Directors.  If the number which
     may be so elected at any special meeting does
     not amount to the required number, the holders
     of the Preferred Stock shall have the right to
     make such increase in the number of Directors
     as shall be necessary to permit the election by
     them of the required number.  After the holders
     of the Preferred Stock shall have exercised
     their right to elect Directors in any default
     period and during the continuance of such peri-
     od, the number of Directors shall not be in-
     creased or decreased except by vote of the
     holders of Preferred Stock as herein provided
     or pursuant to the rights of any equity securi-
     ties ranking senior to or pari passu with the
     Series B Junior Participating Preferred Stock. 

               (iii)  Unless the holders of Pre-
     ferred Stock shall, during an existing default
     period, have previously exercised their right
     to elect Directors, the Board of Directors may
     order, or any stockholder or stockholders own-
     ing in the aggregate not less than ten percent
     (10%) of the total number of shares of Pre-
     ferred Stock outstanding, irrespective of se-
     ries, may request, the calling of special meet-
     ing of the holders of Preferred Stock, which
     meeting shall thereupon be called by the Presi-
     dent, a Vice-President or the Secretary of the
     Corporation.  Notice of such meeting and of any
     annual meeting at which holders of Preferred
     Stock are entitled to vote pursuant to this
     Paragraph (C)(iii) shall be given to each hold-
     er of record of Preferred Stock by mailing a
     copy of such notice to him at his last address
     as the same appears on the books of the Corpo-
     ration.  Such meeting shall be called for a
     time not earlier than 20 days and not later
     than 60 days after such order or request or in
     default of the calling of such meeting within
     60 days after such order or request, such meet-
     ing may be called on similar notice by any
     stockholder or stockholders owning in the ag-
     gregate not less than ten percent (10%) of the
     total number of shares of Preferred Stock out-
     standing.  Notwithstanding the provisions of
     this Paragraph (C)(iii), no such special meet-
     ing shall be called during the period within 60
     days immediately preceding the date fixed for
     the next annual meeting of the stockholders. 
 
               (iv)  In any default period, the
     holders of Common Stock, and other classes of
     stock of the Corporation if applicable, shall
     continue to be entitled to elect the whole
     number of Directors until the holders of Pre-
     ferred Stock shall have exercised their right
     to elect two (2) Directors voting as a class,
     after the exercise of which right (x) the Di-
     rectors so elected by the holders of Preferred
     Stock shall continue in office until their
     successors shall have been elected by such
     holders or until the expiration of the default
     period, and (y) any vacancy in the Board of
     Directors may (except as provided in Paragraph
     (C)(ii) of this Section 3) be filled by vote of
     a majority of the remaining Directors thereto-
     fore elected by the holders of the class of
     stock which elected the Director whose office
     shall have become vacant.  References in this
     Paragraph (C) to Directors elected by the hold-
     ers of a particular class of stock shall in-
     clude Directors elected by such Directors to
     fill vacancies as provided in clause (y) of the
     foregoing sentence. 
 
               (v)  Immediately upon the expiration
     of a default period, (x) the right of the hold-
     ers of Preferred Stock as a class to elect
     Directors shall cease, (y) the term of any
     Directors elected by the holders of Preferred
     Stock as a class shall terminate, and (z) the
     number of Directors shall be such number as may
     be provided for in the certificate of incorpo-
     ration or by-laws irrespective of any increase
     made pursuant to the provisions of Paragraph
     (C)(ii) of this Section 3 (such number being
     subject, however, to change thereafter in any
     manner provided by law or in the certificate of
     incorporation or by-laws).  Any vacancies in
     the Board of Directors effected by the provi-
     sions of clauses (y) and (z) in the preceding
     sentence may be filled by a majority of the
     remaining Directors. 
 
          (D)  Except as set forth herein, holders of
Series B Junior Participating Preferred Stock shall have
no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for
taking any corporate action. 
 
          Section 4.  Certain Restrictions. 
 
          (A)  Whenever quarterly dividends or other
dividends or distributions payable on the Series B Junior
Participating Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not de-
clared, on shares of Series B Junior Participating Pre-
ferred Stock outstanding shall have been paid in full,
the Corporation shall not 
 
                    (i)  declare or pay dividends
     on, make any other distributions on, or redeem
     or purchase or otherwise acquire for consider-
     ation any shares of stock ranking junior (ei-
     ther as to dividends or upon liquidation, dis-
     solution or winding up) to the Series B Junior
     Participating Preferred Stock; 

                    (ii)  declare or pay dividends
     on or make any other distributions on any
     shares of stock ranking on a parity (either as
     to dividends or upon liquidation, dissolution
     or winding up) with the Series B Junior Partic-
     ipating Preferred Stock, except dividends paid
     ratably on the Series B Junior Participating
     Preferred Stock and all such parity stock on
     which dividends are payable or in arrears in
     proportion to the total amounts to which the
     holders of all such shares are then entitled; 

                    (iii)  redeem or purchase or
     otherwise acquire for consideration shares of
     any stock ranking on a parity (either as to
     dividends or upon liquidation, dissolution or
     winding up) with the Series B Junior Partici-
     pating Preferred Stock, provided that the Cor-
     poration may at any time redeem, purchase or
     otherwise acquire shares of any such parity
     stock in exchange for shares of any stock of
     the Corporation ranking junior (either as to
     dividends or upon dissolution, liquidation or
     winding up) to the Series B Junior Participat-
     ing Preferred Stock; or
 
                    (iv)  purchase or otherwise ac-
     quire for consideration any shares of Series B
     Junior Participating Preferred Stock, or any
     shares of stock ranking on a parity with the
     Series B Junior Participating Preferred Stock,
     except in accordance with a purchase offer made
     in writing or by publication (as determined by
     the Board of Directors) to all holders of such
     shares upon such terms as the Board of Direc-
     tors, after consideration of the respective
     annual dividend rates and other relative rights
     and preferences of the respective series and
     classes, shall determine in good faith will
     result in fair and equitable treatment among
     the respective series or classes. 
 
          (B)  The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise
acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under Paragraph
(A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner. 
 
          Section 5.  Reacquired Shares.  Any shares of
Series B Junior Participating Preferred Stock purchased
or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after
the acquisition thereof.  All such shares shall upon
their cancellation become authorized but unissued shares
of Preferred Stock and may be reissued as part of a new
series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

          Section 6.  Liquidation, Dissolution or Winding
Up.  (A)  Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B
Junior Participating Preferred Stock unless, prior there-
to, the holders of shares of Series B Junior Participat-
ing Preferred Stock shall have received $100 per share,
plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the
date of such payment (the "Series B Liquidation Prefer-
ence").  Following the payment of the full amount of the
Series B Liquidation Preference, no additional distribu-
tions shall be made to the holders of shares of Series B
Junior Participating Preferred Stock unless, prior there-
to, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series
B Liquidation Preference by (ii) 200 (as appropriately
adjusted as set forth in subparagraph (C) below to re-
flect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such
number in clause (ii), the "Adjustment Number").  Follow-
ing the payment of the full amount of the Series B Liqui-
dation Preference and the Common Adjustment in respect of
all outstanding shares of Series B Junior Participating
Preferred Stock and Common Stock, respectively, holders
of Series B Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets
to be distributed in the ratio of the Adjustment Number
to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively. 
 
          (B)  In the event, however, that there are not
sufficient assets available to permit payment in full of
the Series B Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if
any, which rank on a parity with the Series B Junior
Participating Preferred Stock, then such remaining assets
shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquida-
tion preferences.  In the event, however, that there are
not sufficient assets available to permit payment in full
of the Common Adjustment, then such remaining assets
shall be distributed ratably to the holders of Common
Stock. 
 
          (C)  In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the Adjustment
Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares
of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to
such event. 
 
          Section 7.  Consolidation, Merger, etc.  In
case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into
other stock or securities, cash and/or any other proper-
ty, then in any such case the shares of Series B Junior
Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.  In the
event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstand-
ing Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares
of Series B Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such
event. 
 
          Section 8.  No Redemption.  The shares of
Series B Junior Participating Preferred Stock shall not
be redeemable.

          Section 9.   Ranking.  The Series B Junior
Participating Preferred Stock shall rank junior to all
other series of the Corporation's Preferred Stock as to
the payment of dividends and the distribution of assets,
unless the terms of such series shall provide otherwise.

          Section 10.  Amendment.  The Restated Certifi-
cate of Incorporation of the Corporation shall not be
further amended in any manner which would materially
alter or change the powers, preferences or special rights
of the Series B Junior Participating Preferred Stock so
as to affect them adversely without the affirmative vote
of the holders of a majority or more of the outstanding
shares of Series B Junior Participating Preferred Stock,
voting separately as a class. 
 
          Section 11.  Fractional Shares.  Series B
Junior Participating Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in
proportion to such holders fractional shares, to exercise
voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights
of holders of Series B Junior Participating Preferred
Stock.<PAGE>
          IN WITNESS WHEREOF, we have executed and
subscribed this Certificate and do affirm the foregoing
as true under the penalties of perjury this 17th day of
September, 1996. 



                              /s/ Michael P. Maloney     
                              Michael P. Maloney
                              Vice President