<PAGE>   1
     As filed with the Securities and Exchange Commission on April 9, 1998

                                             REGISTRATION STATEMENT NO.
                                                                       -------
===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                        --------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                        --------------------------------


                        MEADOWBROOK INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)


           Michigan                                      38-2626206
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

     26600 Telegraph Rd., Suite 300
        Southfield, Michigan                                    48034
(Address of Principal Executive Offices)                      (Zip Code)

            MEADOWBROOK INSURANCE GROUP, INC. 1995 STOCK OPTION PLAN
                            (Full title of the plan)

                            MICHAEL G. COSTELLO, ESQ.
                       Vice President and General Counsel
                        Meadowbrook Insurance Group, Inc.
                         26600 Telegraph Rd., Suite 300
                           Southfield, Michigan 48034
                     (Name and address of agent for service)

                                 (248) 358-1100
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                            BARBARA A. BLUFORD, ESQ.
                          Bodman, Longley & Dahling LLP
                       100 Renaissance Center, 34th Floor
                             Detroit, Michigan 48243
                                 (313) 259-7777
                         _______________________________
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>                                                   
                                                                                                 
                                                             Proposed maximum   Proposed maximum 
           Title of securities              Amount to be      offering price        aggregate         Amount of
            to be registered                 registered       per share (1)      offering price    registration fee
                                                                                       (1)       
<S>                                          <C>                 <C>               <C>                <C>    
Common Stock, par value $.01                  1,927,500          $31.31            $60,350,025        $18,288
</TABLE>


(1)  Estimated  pursuant to Rule 457(c) of the  Securities  Act of 1933 solely 
     for the purpose of  determining  the registration fee.

================================================================================


<PAGE>   2
                                EXPLANATORY NOTE

         As provided in Instruction C to Form S-8, any prospectus  that is to be
used for reoffers and resales of restricted  securities  must be filed as a part
of a  Registration  Statement  on Form S-8 in  accordance  with  the  applicable
requirements  of Part I of Form S-3.  Accordingly,  the Prospectus that is to be
used for  reoffers  and  resales of shares of Common  Stock  acquired  under the
Meadowbrook  Insurance Group, Inc. 1995 Stock Option Plan prior to the effective
date  of  this  Registration  Statement  has  been  filed  as  a  part  of  this
Registration Statement.



<PAGE>   3
PROSPECTUS

                        MEADOWBROOK INSURANCE GROUP, INC.
                          8,433  SHARES OF COMMON STOCK
                           (PAR VALUE $.01 PER SHARE)


         This  prospectus  relates to  8,433  shares  (the  "Shares")  of Common
Stock, par value $.01 per share (the "Common Stock"),  of Meadowbrook  Insurance
Group,  Inc. (the  "Company")  that may be offered for sale for the account of a
certain  shareholder of the Company as stated herein under the heading  "Selling
Shareholder."

        The  Selling  Shareholder  has  advised  the  Company  that sales of the
Shares  offered  hereunder by him, or by  his  pledgees, donees, transferees  or
other successors  in  interest,  may be made from  time to time  on the New York
Stock Exchange, through negotiated transactions  or otherwise, at  market prices
prevailing  at  the  time  of the sale or at negotiated  prices.  The Shares may
be  sold  by one or more of the  following  methods:  (a) a block trade in which
the broker or dealer so  engaged  will  attempt  to sell the Shares as agent but
may position and resell a portion of the  block as principal to  facilitate  the
transaction;  (b) purchases  by  a  broker or dealer as  principal and resale by
such  broker or dealer  for its  account pursuant to this  Prospectus;  and  (c)
ordinary  brokerage transactions  and transactions in which the  broker solicits
purchasers. Sales  may  be  made  pursuant to  this  Prospectus  to  or  through
broker-dealers  who  may   receive   compensation  in  the  form  of  discounts,
concessions or commissions from  the Selling  Shareholder or the  purchasers  of
Common Stock for whom such broker-dealer  may act as agent  or to  whom they may
sell as principal, or both (which compensation as to a particular  broker-dealer
may  be  in  excess  of  customary   commissions).   One  or  more  supplemental
prospectuses  will be filed pursuant to Rule 424  under  the  Securities  Act of
1933, as amended (the "Securities Act"), to  describe any material  arrangements
or the sale of the Shares offered  hereunder  when such arrangements are entered
into by the Selling Shareholder  and any other  broker-dealers  that participate
in the sale of the Shares.

         The Selling  Shareholder and any broker-dealers or other persons acting
on his  behalf in  connection  with the sale of Common  Stock  hereunder  may be
deemed to be  "underwriters"  within the meaning of the Securities  Act, and any
commissions  received  by them and any profit  realized by them on their sale of
Common Stock as principals may be deemed to be  underwriting  commissions  under
the  Securities  Act.  As of the  date  hereof,  there  are no  special  selling
arrangements   between  any  broker-dealer  or  other  person  and  the  Selling
Shareholder.

         No period of time has been fixed within which the Shares may be offered
or sold.  None of the  proceeds  from the sale of the Shares will be received by
the Company.  The Company will pay all expenses  with respect to this  offering,
except for brokerage  fees and  commissions  and transfer  taxes for the Selling
Shareholder, which will be borne by the Selling Shareholder.



<PAGE>   4
         The  Common  Stock is listed on the New York  Stock  Exchange  ("NYSE")
under the symbol "MIG". The closing price of the Common Stock on April 5, 1998 
on the NYSE was $31.31.


                        _________________________________

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                        _________________________________

                     The date of this Prospectus is April 9, 1998.




<PAGE>   5
                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements and other information can be inspected and copied at public reference
facilities of the Commission at Room 1024, 450 Fifth Street, NW, Washington,  DC
20549, and at the Commission's  Regional Offices located at Citicorp Center, 500
West Madison Street,  Suite 1400, Chicago,  Illinois 60661, and at 7 World Trade
Center,  Suite 1300,  New York,  New York 10048.  Copies of such material can be
obtained  by mail from the Public  Reference  Section of the  Commission  at 450
Fifth Street,  NW,  Washington,  DC 20549, at prescribed  rates.  The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically,  including the
Company.  The address of such site is  http://www.sec.gov.  Such reports,  proxy
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange,  20 Broad Street, New York, New York
10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed under the Exchange Act with the Commission,
File No. 1-4094, are incorporated herein by reference:

     (1)   the  Company's  Annual  Report  on  Form  10-K  for  the  year  ended
December 31, 1997; and

     (2)   the  description  of  the  Common  Stock  contained in a registration
statement on Form 8-A dated September 14, 1995 filed under the Exchange Act  and
any amendments or  reports filed with the Commission for the purpose of updating
such description. 

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the  termination of  the offering made hereby shall be deemed to be incorporated
by reference into this  Prospectus and to be part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by reference  herein shall be modified or  superseded,  for
purposes of this Prospectus,  to the extent that a statement contained herein or
in any other  subsequently  filed document which is deemed to be incorporated by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
        


                                      (i)

<PAGE>   6
     Any person, including any beneficial owner, receiving a copy of this 
Prospectus  may  obtain  without  charge,  upon  request,  a copy  of any of the
foregoing  documents  incorporated  by  reference  other than  exhibits  to such
documents  unless such exhibits are  specifically  incorporated  by reference in
such  documents.  Requests  for  copies  should be  directed  in  writing  or by
telephone to the Investor  Relations  Department,  Meadowbrook  Insurance Group,
Inc., 26600 Telegraph Road,  Suite 300,  Southfield,  Michigan 48034,  telephone
(248) 358-1100.



                                      (ii)


<PAGE>   7
                        THE COMPANY AND ITS SUBSIDIARIES

     The Company is a Michigan  corporation  which  was  originally incorporated
in 1985 under the name  Star  Holding  Company.  In  November  1995, the Company
changed its name  and  acquired  Meadowbrook,  Inc.  ("Meadowbrook").Meadowbrook
was  founded in 1955 as the  Meadowbrook  Insurance  Agency and was subsequently
incorporated in 1965.  The  Company's  principal  offices are at 26600 Telegraph
Road, Suite 300, Southfield, Michigan 48034, telephone (248) 358-1100.

     The Company serves as a holding  company for not only Meadowbrook  but also
Star Insurance Company ("Star"),  Savers Property and Casualty Insurance Company
("Savers"),   and  American  Indemnity  Insurance  Company,  Limited  ("American
Indemnity").  Star was formed in 1985 as a subsidiary  of Star Holding  Company.
Star then acquired Savers in 1990, and the Company acquired  American  Indemnity
in 1994. In an initial  public  offering in November  1995, 27% of the Company's
Common Stock was sold to the public.

     Star, a Michigan corporation, was formed as an admitted carrier in 1985 and
today is  licensed to  write  all lines of property and casualty insurance in 46
states and the District of Columbia.
        
     Savers, a Missouri corporation, provides all lines of property and casualty
insurance on a surplus lines basis. Collectively, Star and Savers are authorized
to write  business,  on either an admitted  or surplus  lines  basis,  in all 50
states.

     American  Indemnity was acquired to enhance the Company's ability  to offer
clients rent-a-captive risk-sharing program.

     On July 1, 1997, the  Company   acquired  Crest  Financial  Corporation
("Crest"),  which  wholly  owns,  among  other  companies, Williamsburg National
Insurance Company ("Williamsburg").  Williamsburg, a California corporation, was
formed as an admitted carrier in 1986 and today is licensed to write all lines
of property and casualty insurance in four states.  Crest, a Nevada corporation,
is an independent insurance agency located in the State of California  which
provides a variety of traditional  and alternative  risk management  services to
its clients, which primarily include the trucking industry.

     Meadowbrook, a  Michigan corporation,  is the largest independent insurance
agency in Michigan,  and provides a wide variety of traditional  and alternative
risk management services. Its clients include public entities,  professional and
trade associations, businesses and individuals.

                               SELLING SHAREHOLDER

     This Prospectus relates to the offering of 8,433 shares of Common  Stock of
the Company by the Selling  Shareholder, Warren D.  Gardner, which were acquired
under the Meadowbrook Insurance Group, Inc. 1995 Stock Option Plan (the "Plan").
Mr. Gardner has been the  Vice  Chairman  and  a  director  of the Company since
June 1, 1996.  Prior to that date, Mr. Gardner was the President  and a director
of  the Company.  As of  the  date  of  this  Prospectus,  Mr.  Gardner  is  the
beneficial  owner of 13,557 shares of Common  Stock.  Upon  the  consummation of
the offering of the 8,433 shares of  Common  Stock  offered  hereby, Mr. Gardner
will be the beneficial owner of 5,124 shares of Common Stock, or less than 1% of
the outstanding shares  of  Common  Stock (assuming  that all the shares offered
hereby are sold, Mr. Gardner does not acquire  or dispose of any other shares of
Common  Stock,  and  there  is  no change in the  total  number  of  issued  and
outstanding shares of Common Stock).



                                       1           

<PAGE>   8
                           DESCRIPTION OF COMMON STOCK

     The authorized capital  stock  of the Company consists of 20,000,000 shares
of common stock,  $.01 par value per share (the "Common  Stock"),  and 1,000,000
shares of preferred  stock,  the par value (not to be less than $.01 per share),
rights,  preferences  and  powers  of which  may be  designated  by the Board of
Directors  of the  Company  (the  "Preferred  Stock").  As of the  date  of this
Prospectus,  there are  8,660,164  shares of Common Stock  outstanding,  held by
approximately 200 holders of record,  and no shares of  Preferred  Stock 
outstanding.  The Company has no present plans to issue any shares of Preferred
Stock.
        
     Holders  of  shares  of  Common  Stock  have  no  pre-emptive,  redemption,
conversion  or  sinking  fund  rights.  Holders  of shares  of Common  Stock are
entitled to one vote per share on all matters  submitted to a vote of holders of
shares of Common  Stock and do not have any  cumulative  voting  rights.  In the
event of a liquidation, dissolution or winding-up of the Company, the holders of
shares of Common Stock are  entitled to share  equally and ratably in the assets
of the Company, if any, remaining after the payment of all debts and liabilities
of the Company  and the  liquidation  preference  of any  outstanding  shares of
Preferred  Stock.  The  outstanding  shares of Common  Stock are, and the shares
offered by the Company hereby when issued will be, fully paid and nonassessable.
Additional  authorized but unissued  shares of Common Stock may be issued by the
Board of Directors of the Company without the approval of the shareholders.

     Holders of  shares  of  Common  Stock participate ratably in such dividends
and  other  distributions,  if any, as may be declared by the Board of Directors
out  of  funds legally available for such purposes, subject to the rights of any
outstanding shares of Preferred Stock.
        
     The  Articles  of Incorporation provide that the Board of Directors will be
divided into three classes, as nearly equal in number as possible, with the term
of office of one class expiring each year. The Board of Directors of the Company
currently  consists of thirteen persons.  The Articles of Incorporation  provide
that to the  extent  holders  of  Preferred  Stock are given the  right,  voting
separately or by class or series,  to elect directors,  such directors shall not
be divided into the foregoing classes.

                                     EXPERTS

        The consolidated  financial statements and schedule of the Company and
its subsidiaries incorporated by reference in the Company's Annual Report on
Form 10-K, incorporated herein by reference, have been audited by Coopers &
Lybrand L.L.P., independent public accountants, as indicated in their report
incorporated by reference therein. Such financial statements  and schedule are 
incorporated herein by reference in reliance on such report given upon the      
authority of that firm as experts in accounting and auditing.


                                   2              


<PAGE>   9
                                 LEGAL MATTERS 

     Certain legal matters in connection with the Common Stock offered hereby 
have been passed upon for the Company by Bodman, Longley & Dahling LLP, Detroit,
Michigan.


                                       3        

<PAGE>   10
     NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THE  PROSPECTUS,  AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION  MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING  SHAREHOLDER.  THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION  OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE  SECURITIES  OFFERED BY THIS  PROSPECTUS OR AN OFFER TO SELL OR A
SOLICITATION  OF AN OFFER TO BUY SUCH  SECURITIES IN ANY  JURISDICTION OR TO ANY
PERSON  TO WHOM IT IS  UNLAWFUL  TO MAKE  SUCH  OFFER  OR  SOLICITATION  IN SUCH
JURISDICTION.  NEITHER  THE  DELIVERY  OF  THIS  PROSPECTUS  NOR ANY  SALE  MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF,  OR THAT THE
INFORMATION  HEREIN  CONTAINED OR INCORPORATED BY REFERENCE IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.

                             _______________________


                                TABLE OF CONTENTS

PROSPECTUS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS
   BY REFERENCE
THE COMPANY AND ITS SUBSIDIARIES
SELLING SHAREHOLDER
DESCRIPTION OF COMMON STOCK
EXPERTS                                                                       
LEGAL OPINIONS



                       MEADOWBROOK INSURANCE GROUP, INC.



                                  8,433 SHARES
                                  COMMON STOCK
                           (PAR VALUE $.01 PER SHARE)
                         OFFERED FOR THE ACCOUNT OF THE
                              SELLING SHAREHOLDER
                             AS STATED HEREIN UNDER
                             "SELLING SHAREHOLDER"



                            _______________________


                                   PROSPECTUS

                            _______________________



                                April 9, 1998





<PAGE>   11
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed under the Securities Exchange Act of 1934, 
as amended (the "Exchange  Act") with the Securities and Exchange  Commission  
(the "Commission") are incorporated herein by reference:

     (a) Meadowbrook Insurance Group, Inc.'s (the "Company's") latest annual  
reports filed  pursuant to Section 13(a) or 15(d) of the Exchange Act, or either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933 that contains  audited  financial  statements  for the Company's  latest
fiscal  year for which such  statements  have been filed,  or (2) the  Company's
effective  registration  statement  on Form 10  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the 
Exchange Act since the end of the fiscal year  covered by the Company  documents
referred to in (a) above.

     (c) The description of the Company's  common stock,  $.01 par value 
("Common Stock") contained in a registration statement filed under Section 12 of
the Exchange  Act,  including  any  amendment or report filed for the purpose of
updating such description.

     All reports and other documents subsequently filed by the Company pursuant 
to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

     ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the Common  Stock being  registered  will be passed upon by
Bodman,  Longley & Dahling LLP, Detroit,  Michigan. As of April 8, 1998 2,200
shares of the Company's Common Stock were  beneficially owned by  attorneys in
the firm of Bodman, Longley & Dahling LLP.




<PAGE>   12
     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Michigan  Business  Corporation Act provides that,  under certain
circumstances,   directors,   officers,  employees  and  agents  of  a  Michigan
corporation may be indemnified  against expenses,  judgments,  fines and amounts
paid in settlement  actually and reasonably  incurred by them in connection with
settling, or otherwise disposing of, suits or threatened suits to which they are
a party or  threatened  to be named a party by  reason  of acting in any of such
capacities  if such person acted in a manner such person  believed in good faith
to be in, or not opposed to, the best interests of the  corporation.  The bylaws
of the Company  provide for  indemnification  of officers  and  directors to the
fullest  extent  permitted  by such  Michigan  law.  The  Company's  Articles of
Incorporation  also  limit the  potential  personal  monetary  liability  of the
members of the Company's  Board of Directors to the Company or its  stockholders
for certain  breaches of their duty of care or other  duties as a director.  The
Company maintains (i) director and officer liability insurance that provides for
indemnification  of  the  directors  and  officers  of  the  Company  and of its
subsidiaries,  and  (ii)  company  reimbursement  insurance  that  provides  for
indemnification of the Company and its subsidiaries in those instances where the
Company and/or its subsidiaries indemnified its directors and officers.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8. EXHIBITS.

5.1  Opinion of Bodman, Longley & Dahling LLP

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Bodman, Longley & Dahling LLP (included in the Opinion filed as 
     Exhibit 5.1 hereto).

24.1 Power of Attorney, as set forth on the signature page hereof.

     ITEM 9. UNDERTAKINGS.

     The Company hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a 
post-effective  amendment  to this  registration  statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such



<PAGE>   13
information in the registration  statement;  provided,  however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the Company  pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3)  To  remove  from  registration  by  means  of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

     The  Company  hereby  undertakes  that,  for  purposes  of  determining any
liability  under the  Securities  Act of 1933,  each filing of the annual report
pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     The Company hereby undertakes to deliver or cause  to be delivered with the
prospectus,  to each person to whom the prospectus is sent or given,  the latest
annual  report to security  holders  that is  incorporated  by  reference in the
prospectus and furnished  pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3  under the  Securities  Exchange  Act of 1934;  and where  interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver or cause to be delivered,  to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

     Insofar  as  indemnification  for  liabilities arising under the Securities
Act  of  1933  may be permitted to directors,  officers and controlling  persons
of the Company  pursuant  to the foregoing provisions, or otherwise, the Company
has  been   advised  that  in   the  opinion  of  the  Securities  and  Exchange
Commission  such  indemnification  is    against  public  policy  as   expressed
in  the  Act  and  is,  therefore,  unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the  Company
of expenses incurred or  paid  by a  director,  officer  or  controlling  person
of the  Company  in the successful  defense of any  action,  suit or proceeding)
is  asserted  by  such  director,  officer  or  controlling person in connection
with the securities being registered,  the Company  will,  unless in the opinion
of its counsel the matter has been settled by  controlling precedent,  submit to
a court of  appropriate jurisdiction the question whether  such  indemnification
by  it  is  against  public  policy as expressed in the Act and will be governed
by the final adjudication of such issue.
        


<PAGE>   14
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Southfield, State of Michigan, on this 9th day of
April, 1998.


                                    MEADOWBROOK INSURANCE GROUP, INC.


                                    By: /s/ Robert S. Cubbin
                                       -----------------------------------------
                                    Its: Executive Vice President, Secretary and
                                         Director


     Pursuant to the requirements of the Securities Act of 1933, this 
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

               Signature                                Title                                  Date
               ---------                                -----                                  ----                  
<S>                                      <C>                                   <C>                        
*Merton J. Segal                         Chairman, Chief Executive Officer                April 9, 1998
-----------------------------------      and Director (Principal Executive              
                                         Officer)

*Warren D. Gardner                       Vice Chairman and Director                       April 9, 1998
-----------------------------------                                                    

*James R. Parry                          Executive Vice President, Chief                  April 9, 1998
-----------------------------------      Marketing Officer and Director                

       /s/ Robert S. Cubbin              Executive Vice President, Secretary              April 9, 1998         
-----------------------------------      and Director                                   

*Joseph C. Henry                         Executive Vice President, Treasurer                        
-----------------------------------      (Principal Financial and Accounting            
                                         Officer) and Director                            April 9, 1998  
                                                                                        

*Joseph S. Dresner                       Director                                         April 9, 1998 
-----------------------------------                                                     

*Hugh W. Greenberg                       Director                                         April 9, 1998
                                                                                        
</TABLE>
<PAGE>   15
<TABLE>

<S>                                      <C>                                   <C>
                                                                                                      
*E. J. Leverett, Jr.                     Director                                           April 9,  1988
----------------------------------------                                               

                                         
*Florine Mark                            Director                                            April 9, 1998
----------------------------------------                                               
                                         
*Irvin F. Swider                         Director                                            April 9, 1998
----------------------------------------                                               

                                         
*Bruce E. Thal                           Director                                            April 9, 1998
----------------------------------------                                               

                                         
*Herbert Tyner                           Director                                            April 9, 1998
----------------------------------------                                               

</TABLE>

*By his signature  below,  Robert S. Cubbin,  pursuant to duly executed powers
of attorney filed with the Securities and Exchange  Commission,  has signed this
Registration  Statement  on Form  S-8 on April 9, 1998 on  behalf  of the
above-listed persons  designated by asterisks,  in the  capacities  set forth
opposite their respective names.


                                                 /s/ Robert S. Cubbin 
                                                 -------------------------------
                                                 Robert S. Cubbin
                                                 Attorney-in-Fact

<PAGE>   16
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:  That the undersigned  officers and directors of
Meadowbrook Insurance Group, Inc., a Michigan corporation,  do hereby constitute
and appoint  Joseph C. Henry and Robert S. Cubbin,  and each of them, the lawful
attorneys  and agents or attorney and agent,  with power and authority to do any
and all acts and  things  and to  execute  any and all  instruments  which  said
attorneys  and  agents,  and any one of  them,  determine  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933 as amended,  and any rules or  regulations  or  requirements  of the
Securities  and  Exchange   Commission  in  connection  with  this  Registration
Statement on Form S-8 relating to the  Meadowbrook  Insurance  Group,  Inc. 1995
Stock Option Plan.  Without  limiting the generality of the foregoing  power and
authority,  the powers granted include the power and authority to sign the names
of the undersigned  officers and directors in the capacities  indicated below to
this Registration Statement,  to any and all amendments,  both pre-effective and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereto,  and each of the
undersigned  hereby  ratifies and confirms all that said attorneys and agents or
any of them  shall  do or  cause  to be done by  virtue  hereof.  This  Power of
Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned  has  executed  this Power of 
Attorney as of the date indicated opposite his name.

<TABLE>
<CAPTION>
<S><C>

               SIGNATURE                                TITLE                                  DATE
               ---------                                -----                                  ----                     

         /s/ Merton J. Segal             Chairman, Chief Executive Officer              February 10, 1998
------------------------------------     and Director (Principal Executive
              Merton J. Segal            Officer)
                                         

       /s/Warren D. Gardner              Vice Chairman and Director                     February 10, 1998
------------------------------------
           Warren D. Gardner


         /s/ James R. Parry              Executive Vice President, Chief                February 10, 1998
------------------------------------     Marketing Officer and Director
             James R. Parry              


         /s/ Robert S. Cubbin            Executive Vice President, Secretary            February 10, 1998
------------------------------------     and Director
              Robert S. Cubbin           


       /s/ Joseph C. Henry               Executive Vice President, Treasurer            February 10, 1998
------------------------------------     (Principal Financial and Accounting
           Joseph C. Henry               Officer) and Director
                                         
</TABLE>
<PAGE>   17
<TABLE>
<S><C>

                                         Director                                       February 10, 1998
------------------------------------
          David J. Campbell


     /s/ Joseph S. Dresner               Director                                       February 10, 1998
------------------------------------
          Joseph S. Dresner


   /s/ Hugh W. Greenberg                 Director                                       February 10, 1998
------------------------------------
        Hugh W. Greenberg


    /s/   E. J. Leverett, Jr.            Director                                       February 10, 1998
------------------------------------    
          E. J. Leverett, Jr.


        /s/ Florine Mark                 Director                                       February 10, 1998
             Florine Mark


       /s/ Irvin F. Swider               Director                                       February 10, 1998
------------------------------------  
            Irvin F. Swider


        /s/ Bruce E. Thal                Director                                       February 10, 1998
------------------------------------   
             Bruce E. Thal


       /s/ Herbert Tyner                 Director                                       February 10, 1998
------------------------------------ 
            Herbert Tyner

</TABLE>
                                                                               
                                   
<PAGE>   18
                                  EXHIBIT INDEX
<TABLE>
<S>      <C>                                                                                <C>

NO.      EXHIBIT                                                                            PAGE
5.1      Opinion of Bodman, Longley & Dahling LLP

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Bodman,  Longley & Dahling LLP (included in the Opinion 
         filed as Exhibit 5.1 hereto).

24.1     Power of Attorney, as set forth on the signature page hereof.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 39278}]
{"company-data": {"conformed-name": "MEADOWBROOK INSURANCE GROUP INC", "cik": "0000949156", "assigned-sic": "6331", "irs-number": "382626206", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49787", "film-number": "98590819"}, "business-address": {"street1": "26600 TELEGRAPH RD", "street2": "STE 300", "city": "SOUTHFIELD", "state": "MI", "zip": "48034", "phone": "8103581100"}, "mail-address": {"street1": "26600 TELEGRAPH ROAD", "city": "SOUTHFIEL", "state": "MI", "zip": "48034"}}
1
     As filed with the Securities and Exchange Commission on April 9, 1998

                                             REGISTRATION STATEMENT NO.
                                                                       -------
===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                        --------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                        --------------------------------

                        MEADOWBROOK INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)

           Michigan                                      38-2626206
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

     26600 Telegraph Rd., Suite 300
        Southfield, Michigan                                    48034
(Address of Principal Executive Offices)                      (Zip Code)

            MEADOWBROOK INSURANCE GROUP, INC. 1995 STOCK OPTION PLAN
                            (Full title of the plan)

                            MICHAEL G. COSTELLO, ESQ.
                       Vice President and General Counsel
                        Meadowbrook Insurance Group, Inc.
                         26600 Telegraph Rd., Suite 300
                           Southfield, Michigan 48034
                     (Name and address of agent for service)

                                 (248) 358-1100
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                            BARBARA A. BLUFORD, ESQ.
                          Bodman, Longley & Dahling LLP
                       100 Renaissance Center, 34th Floor
                             Detroit, Michigan 48243
                                 (313) 259-7777
                         _______________________________
                         CALCULATION OF REGISTRATION FEE
Proposed maximum   Proposed maximum 
           Title of securities              Amount to be      offering price        aggregate         Amount of
            to be registered                 registered       per share (1)      offering price    registration fee
                                                                                       (1)
Common Stock, par value $.01                  1,927,500          $31.31            $60,350,025        $18,288
(1)  Estimated  pursuant to Rule 457(c) of the  Securities  Act of 1933 solely 
     for the purpose of  determining  the registration fee.

================================================================================
2
                                EXPLANATORY NOTE

         As provided in Instruction C to Form S-8, any prospectus  that is to be
used for reoffers and resales of restricted  securities  must be filed as a part
of a  Registration  Statement  on Form S-8 in  accordance  with  the  applicable
requirements  of Part I of Form S-3.  Accordingly,  the Prospectus that is to be
used for  reoffers  and  resales of shares of Common  Stock  acquired  under the
Meadowbrook  Insurance Group, Inc. 1995 Stock Option Plan prior to the effective
date  of  this  Registration  Statement  has  been  filed  as  a  part  of  this
Registration Statement.
3
PROSPECTUS

                        MEADOWBROOK INSURANCE GROUP, INC.
                          8,433  SHARES OF COMMON STOCK
                           (PAR VALUE $.01 PER SHARE)

         This  prospectus  relates to  8,433  shares  (the  "Shares")  of Common
Stock, par value $.01 per share (the "Common Stock"),  of Meadowbrook  Insurance
Group,  Inc. (the  "Company")  that may be offered for sale for the account of a
certain  shareholder of the Company as stated herein under the heading  "Selling
Shareholder."

        The  Selling  Shareholder  has  advised  the  Company  that sales of the
Shares  offered  hereunder by him, or by  his  pledgees, donees, transferees  or
other successors  in  interest,  may be made from  time to time  on the New York
Stock Exchange, through negotiated transactions  or otherwise, at  market prices
prevailing  at  the  time  of the sale or at negotiated  prices.  The Shares may
be  sold  by one or more of the  following  methods:  (a) a block trade in which
the broker or dealer so  engaged  will  attempt  to sell the Shares as agent but
may position and resell a portion of the  block as principal to  facilitate  the
transaction;  (b) purchases  by  a  broker or dealer as  principal and resale by
such  broker or dealer  for its  account pursuant to this  Prospectus;  and  (c)
ordinary  brokerage transactions  and transactions in which the  broker solicits
purchasers. Sales  may  be  made  pursuant to  this  Prospectus  to  or  through
broker-dealers  who  may   receive   compensation  in  the  form  of  discounts,
concessions or commissions from  the Selling  Shareholder or the  purchasers  of
Common Stock for whom such broker-dealer  may act as agent  or to  whom they may
sell as principal, or both (which compensation as to a particular  broker-dealer
may  be  in  excess  of  customary   commissions).   One  or  more  supplemental
prospectuses  will be filed pursuant to Rule 424  under  the  Securities  Act of
1933, as amended (the "Securities Act"), to  describe any material  arrangements
or the sale of the Shares offered  hereunder  when such arrangements are entered
into by the Selling Shareholder  and any other  broker-dealers  that participate
in the sale of the Shares.

         The Selling  Shareholder and any broker-dealers or other persons acting
on his  behalf in  connection  with the sale of Common  Stock  hereunder  may be
deemed to be  "underwriters"  within the meaning of the Securities  Act, and any
commissions  received  by them and any profit  realized by them on their sale of
Common Stock as principals may be deemed to be  underwriting  commissions  under
the  Securities  Act.  As of the  date  hereof,  there  are no  special  selling
arrangements   between  any  broker-dealer  or  other  person  and  the  Selling
Shareholder.

         No period of time has been fixed within which the Shares may be offered
or sold.  None of the  proceeds  from the sale of the Shares will be received by
the Company.  The Company will pay all expenses  with respect to this  offering,
except for brokerage  fees and  commissions  and transfer  taxes for the Selling
Shareholder, which will be borne by the Selling Shareholder.
4
         The  Common  Stock is listed on the New York  Stock  Exchange  ("NYSE")
under the symbol "MIG". The closing price of the Common Stock on April 5, 1998 
on the NYSE was $31.31.

                        _________________________________

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                        _________________________________

                     The date of this Prospectus is April 9, 1998.
5
                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements and other information can be inspected and copied at public reference
facilities of the Commission at Room 1024, 450 Fifth Street, NW, Washington,  DC
20549, and at the Commission's  Regional Offices located at Citicorp Center, 500
West Madison Street,  Suite 1400, Chicago,  Illinois 60661, and at 7 World Trade
Center,  Suite 1300,  New York,  New York 10048.  Copies of such material can be
obtained  by mail from the Public  Reference  Section of the  Commission  at 450
Fifth Street,  NW,  Washington,  DC 20549, at prescribed  rates.  The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically,  including the
Company.  The address of such site is  http://www.sec.gov.  Such reports,  proxy
statements and other information concerning the Company may also be inspected at
the offices of the New York Stock Exchange,  20 Broad Street, New York, New York
10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed under the Exchange Act with the Commission,
File No. 1-4094, are incorporated herein by reference:

     (1)   the  Company's  Annual  Report  on  Form  10-K  for  the  year  ended
December 31, 1997; and

     (2)   the  description  of  the  Common  Stock  contained in a registration
statement on Form 8-A dated September 14, 1995 filed under the Exchange Act  and
any amendments or  reports filed with the Commission for the purpose of updating
such description. 

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the  termination of  the offering made hereby shall be deemed to be incorporated
by reference into this  Prospectus and to be part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by reference  herein shall be modified or  superseded,  for
purposes of this Prospectus,  to the extent that a statement contained herein or
in any other  subsequently  filed document which is deemed to be incorporated by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
        

                                      (i)
6
     Any person, including any beneficial owner, receiving a copy of this 
Prospectus  may  obtain  without  charge,  upon  request,  a copy  of any of the
foregoing  documents  incorporated  by  reference  other than  exhibits  to such
documents  unless such exhibits are  specifically  incorporated  by reference in
such  documents.  Requests  for  copies  should be  directed  in  writing  or by
telephone to the Investor  Relations  Department,  Meadowbrook  Insurance Group,
Inc., 26600 Telegraph Road,  Suite 300,  Southfield,  Michigan 48034,  telephone
(248) 358-1100.

                                      (ii)
7
                        THE COMPANY AND ITS SUBSIDIARIES

     The Company is a Michigan  corporation  which  was  originally incorporated
in 1985 under the name  Star  Holding  Company.  In  November  1995, the Company
changed its name  and  acquired  Meadowbrook,  Inc.  ("Meadowbrook").Meadowbrook
was  founded in 1955 as the  Meadowbrook  Insurance  Agency and was subsequently
incorporated in 1965.  The  Company's  principal  offices are at 26600 Telegraph
Road, Suite 300, Southfield, Michigan 48034, telephone (248) 358-1100.

     The Company serves as a holding  company for not only Meadowbrook  but also
Star Insurance Company ("Star"),  Savers Property and Casualty Insurance Company
("Savers"),   and  American  Indemnity  Insurance  Company,  Limited  ("American
Indemnity").  Star was formed in 1985 as a subsidiary  of Star Holding  Company.
Star then acquired Savers in 1990, and the Company acquired  American  Indemnity
in 1994. In an initial  public  offering in November  1995, 27% of the Company's
Common Stock was sold to the public.

     Star, a Michigan corporation, was formed as an admitted carrier in 1985 and
today is  licensed to  write  all lines of property and casualty insurance in 46
states and the District of Columbia.
        
     Savers, a Missouri corporation, provides all lines of property and casualty
insurance on a surplus lines basis. Collectively, Star and Savers are authorized
to write  business,  on either an admitted  or surplus  lines  basis,  in all 50
states.

     American  Indemnity was acquired to enhance the Company's ability  to offer
clients rent-a-captive risk-sharing program.

     On July 1, 1997, the  Company   acquired  Crest  Financial  Corporation
("Crest"),  which  wholly  owns,  among  other  companies, Williamsburg National
Insurance Company ("Williamsburg").  Williamsburg, a California corporation, was
formed as an admitted carrier in 1986 and today is licensed to write all lines
of property and casualty insurance in four states.  Crest, a Nevada corporation,
is an independent insurance agency located in the State of California  which
provides a variety of traditional  and alternative  risk management  services to
its clients, which primarily include the trucking industry.

     Meadowbrook, a  Michigan corporation,  is the largest independent insurance
agency in Michigan,  and provides a wide variety of traditional  and alternative
risk management services. Its clients include public entities,  professional and
trade associations, businesses and individuals.

                               SELLING SHAREHOLDER

     This Prospectus relates to the offering of 8,433 shares of Common  Stock of
the Company by the Selling  Shareholder, Warren D.  Gardner, which were acquired
under the Meadowbrook Insurance Group, Inc. 1995 Stock Option Plan (the "Plan").
Mr. Gardner has been the  Vice  Chairman  and  a  director  of the Company since
June 1, 1996.  Prior to that date, Mr. Gardner was the President  and a director
of  the Company.  As of  the  date  of  this  Prospectus,  Mr.  Gardner  is  the
beneficial  owner of 13,557 shares of Common  Stock.  Upon  the  consummation of
the offering of the 8,433 shares of  Common  Stock  offered  hereby, Mr. Gardner
will be the beneficial owner of 5,124 shares of Common Stock, or less than 1% of
the outstanding shares  of  Common  Stock (assuming  that all the shares offered
hereby are sold, Mr. Gardner does not acquire  or dispose of any other shares of
Common  Stock,  and  there  is  no change in the  total  number  of  issued  and
outstanding shares of Common Stock).

                                       1
8
                           DESCRIPTION OF COMMON STOCK

     The authorized capital  stock  of the Company consists of 20,000,000 shares
of common stock,  $.01 par value per share (the "Common  Stock"),  and 1,000,000
shares of preferred  stock,  the par value (not to be less than $.01 per share),
rights,  preferences  and  powers  of which  may be  designated  by the Board of
Directors  of the  Company  (the  "Preferred  Stock").  As of the  date  of this
Prospectus,  there are  8,660,164  shares of Common Stock  outstanding,  held by
approximately 200 holders of record,  and no shares of  Preferred  Stock 
outstanding.  The Company has no present plans to issue any shares of Preferred
Stock.
        
     Holders  of  shares  of  Common  Stock  have  no  pre-emptive,  redemption,
conversion  or  sinking  fund  rights.  Holders  of shares  of Common  Stock are
entitled to one vote per share on all matters  submitted to a vote of holders of
shares of Common  Stock and do not have any  cumulative  voting  rights.  In the
event of a liquidation, dissolution or winding-up of the Company, the holders of
shares of Common Stock are  entitled to share  equally and ratably in the assets
of the Company, if any, remaining after the payment of all debts and liabilities
of the Company  and the  liquidation  preference  of any  outstanding  shares of
Preferred  Stock.  The  outstanding  shares of Common  Stock are, and the shares
offered by the Company hereby when issued will be, fully paid and nonassessable.
Additional  authorized but unissued  shares of Common Stock may be issued by the
Board of Directors of the Company without the approval of the shareholders.

     Holders of  shares  of  Common  Stock participate ratably in such dividends
and  other  distributions,  if any, as may be declared by the Board of Directors
out  of  funds legally available for such purposes, subject to the rights of any
outstanding shares of Preferred Stock.
        
     The  Articles  of Incorporation provide that the Board of Directors will be
divided into three classes, as nearly equal in number as possible, with the term
of office of one class expiring each year. The Board of Directors of the Company
currently  consists of thirteen persons.  The Articles of Incorporation  provide
that to the  extent  holders  of  Preferred  Stock are given the  right,  voting
separately or by class or series,  to elect directors,  such directors shall not
be divided into the foregoing classes.

                                     EXPERTS

        The consolidated  financial statements and schedule of the Company and
its subsidiaries incorporated by reference in the Company's Annual Report on
Form 10-K, incorporated herein by reference, have been audited by Coopers &
Lybrand L.L.P., independent public accountants, as indicated in their report
incorporated by reference therein. Such financial statements  and schedule are 
incorporated herein by reference in reliance on such report given upon the      
authority of that firm as experts in accounting and auditing.

                                   2
9
                                 LEGAL MATTERS 

     Certain legal matters in connection with the Common Stock offered hereby 
have been passed upon for the Company by Bodman, Longley & Dahling LLP, Detroit,
Michigan.

                                       3
10
     NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THE  PROSPECTUS,  AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION  MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING  SHAREHOLDER.  THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION  OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE  SECURITIES  OFFERED BY THIS  PROSPECTUS OR AN OFFER TO SELL OR A
SOLICITATION  OF AN OFFER TO BUY SUCH  SECURITIES IN ANY  JURISDICTION OR TO ANY
PERSON  TO WHOM IT IS  UNLAWFUL  TO MAKE  SUCH  OFFER  OR  SOLICITATION  IN SUCH
JURISDICTION.  NEITHER  THE  DELIVERY  OF  THIS  PROSPECTUS  NOR ANY  SALE  MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF,  OR THAT THE
INFORMATION  HEREIN  CONTAINED OR INCORPORATED BY REFERENCE IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.

                             _______________________

                                TABLE OF CONTENTS

PROSPECTUS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS
   BY REFERENCE
THE COMPANY AND ITS SUBSIDIARIES
SELLING SHAREHOLDER
DESCRIPTION OF COMMON STOCK
EXPERTS                                                                       
LEGAL OPINIONS

                       MEADOWBROOK INSURANCE GROUP, INC.

                                  8,433 SHARES
                                  COMMON STOCK
                           (PAR VALUE $.01 PER SHARE)
                         OFFERED FOR THE ACCOUNT OF THE
                              SELLING SHAREHOLDER
                             AS STATED HEREIN UNDER
                             "SELLING SHAREHOLDER"

                            _______________________

                                   PROSPECTUS

                            _______________________

                                April 9, 1998
11
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed under the Securities Exchange Act of 1934, 
as amended (the "Exchange  Act") with the Securities and Exchange  Commission  
(the "Commission") are incorporated herein by reference:

     (a) Meadowbrook Insurance Group, Inc.'s (the "Company's") latest annual  
reports filed  pursuant to Section 13(a) or 15(d) of the Exchange Act, or either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933 that contains  audited  financial  statements  for the Company's  latest
fiscal  year for which such  statements  have been filed,  or (2) the  Company's
effective  registration  statement  on Form 10  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the 
Exchange Act since the end of the fiscal year  covered by the Company  documents
referred to in (a) above.

     (c) The description of the Company's  common stock,  $.01 par value 
("Common Stock") contained in a registration statement filed under Section 12 of
the Exchange  Act,  including  any  amendment or report filed for the purpose of
updating such description.

     All reports and other documents subsequently filed by the Company pursuant 
to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

     ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the Common  Stock being  registered  will be passed upon by
Bodman,  Longley & Dahling LLP, Detroit,  Michigan. As of April 8, 1998 2,200
shares of the Company's Common Stock were  beneficially owned by  attorneys in
the firm of Bodman, Longley & Dahling LLP.
12
     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Michigan  Business  Corporation Act provides that,  under certain
circumstances,   directors,   officers,  employees  and  agents  of  a  Michigan
corporation may be indemnified  against expenses,  judgments,  fines and amounts
paid in settlement  actually and reasonably  incurred by them in connection with
settling, or otherwise disposing of, suits or threatened suits to which they are
a party or  threatened  to be named a party by  reason  of acting in any of such
capacities  if such person acted in a manner such person  believed in good faith
to be in, or not opposed to, the best interests of the  corporation.  The bylaws
of the Company  provide for  indemnification  of officers  and  directors to the
fullest  extent  permitted  by such  Michigan  law.  The  Company's  Articles of
Incorporation  also  limit the  potential  personal  monetary  liability  of the
members of the Company's  Board of Directors to the Company or its  stockholders
for certain  breaches of their duty of care or other  duties as a director.  The
Company maintains (i) director and officer liability insurance that provides for
indemnification  of  the  directors  and  officers  of  the  Company  and of its
subsidiaries,  and  (ii)  company  reimbursement  insurance  that  provides  for
indemnification of the Company and its subsidiaries in those instances where the
Company and/or its subsidiaries indemnified its directors and officers.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8. EXHIBITS.

5.1  Opinion of Bodman, Longley & Dahling LLP

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Bodman, Longley & Dahling LLP (included in the Opinion filed as 
     Exhibit 5.1 hereto).

24.1 Power of Attorney, as set forth on the signature page hereof.

     ITEM 9. UNDERTAKINGS.

     The Company hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a 
post-effective  amendment  to this  registration  statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
13
information in the registration  statement;  provided,  however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the Company  pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3)  To  remove  from  registration  by  means  of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

     The  Company  hereby  undertakes  that,  for  purposes  of  determining any
liability  under the  Securities  Act of 1933,  each filing of the annual report
pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     The Company hereby undertakes to deliver or cause  to be delivered with the
prospectus,  to each person to whom the prospectus is sent or given,  the latest
annual  report to security  holders  that is  incorporated  by  reference in the
prospectus and furnished  pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3  under the  Securities  Exchange  Act of 1934;  and where  interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver or cause to be delivered,  to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

     Insofar  as  indemnification  for  liabilities arising under the Securities
Act  of  1933  may be permitted to directors,  officers and controlling  persons
of the Company  pursuant  to the foregoing provisions, or otherwise, the Company
has  been   advised  that  in   the  opinion  of  the  Securities  and  Exchange
Commission  such  indemnification  is    against  public  policy  as   expressed
in  the  Act  and  is,  therefore,  unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the  Company
of expenses incurred or  paid  by a  director,  officer  or  controlling  person
of the  Company  in the successful  defense of any  action,  suit or proceeding)
is  asserted  by  such  director,  officer  or  controlling person in connection
with the securities being registered,  the Company  will,  unless in the opinion
of its counsel the matter has been settled by  controlling precedent,  submit to
a court of  appropriate jurisdiction the question whether  such  indemnification
by  it  is  against  public  policy as expressed in the Act and will be governed
by the final adjudication of such issue.
14
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Southfield, State of Michigan, on this 9th day of
April, 1998.

                                    MEADOWBROOK INSURANCE GROUP, INC.

                                    By: /s/ Robert S. Cubbin
                                       -----------------------------------------
                                    Its: Executive Vice President, Secretary and
                                         Director

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                Title                                  Date
               ---------                                -----                                  ----
*Merton J. Segal                         Chairman, Chief Executive Officer                April 9, 1998
-----------------------------------      and Director (Principal Executive              
                                         Officer)

*Warren D. Gardner                       Vice Chairman and Director                       April 9, 1998
-----------------------------------                                                    

*James R. Parry                          Executive Vice President, Chief                  April 9, 1998
-----------------------------------      Marketing Officer and Director                

       /s/ Robert S. Cubbin              Executive Vice President, Secretary              April 9, 1998         
-----------------------------------      and Director                                   

*Joseph C. Henry                         Executive Vice President, Treasurer                        
-----------------------------------      (Principal Financial and Accounting            
                                         Officer) and Director                            April 9, 1998  
                                                                                        

*Joseph S. Dresner                       Director                                         April 9, 1998 
-----------------------------------                                                     

*Hugh W. Greenberg                       Director                                         April 9, 1998
15
*E. J. Leverett, Jr.                     Director                                           April 9,  1988
----------------------------------------                                               

                                         
*Florine Mark                            Director                                            April 9, 1998
----------------------------------------                                               
                                         
*Irvin F. Swider                         Director                                            April 9, 1998
----------------------------------------                                               

                                         
*Bruce E. Thal                           Director                                            April 9, 1998
----------------------------------------                                               

                                         
*Herbert Tyner                           Director                                            April 9, 1998
----------------------------------------
*By his signature  below,  Robert S. Cubbin,  pursuant to duly executed powers
of attorney filed with the Securities and Exchange  Commission,  has signed this
Registration  Statement  on Form  S-8 on April 9, 1998 on  behalf  of the
above-listed persons  designated by asterisks,  in the  capacities  set forth
opposite their respective names.

                                                 /s/ Robert S. Cubbin 
                                                 -------------------------------
                                                 Robert S. Cubbin
                                                 Attorney-in-Fact
16
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:  That the undersigned  officers and directors of
Meadowbrook Insurance Group, Inc., a Michigan corporation,  do hereby constitute
and appoint  Joseph C. Henry and Robert S. Cubbin,  and each of them, the lawful
attorneys  and agents or attorney and agent,  with power and authority to do any
and all acts and  things  and to  execute  any and all  instruments  which  said
attorneys  and  agents,  and any one of  them,  determine  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933 as amended,  and any rules or  regulations  or  requirements  of the
Securities  and  Exchange   Commission  in  connection  with  this  Registration
Statement on Form S-8 relating to the  Meadowbrook  Insurance  Group,  Inc. 1995
Stock Option Plan.  Without  limiting the generality of the foregoing  power and
authority,  the powers granted include the power and authority to sign the names
of the undersigned  officers and directors in the capacities  indicated below to
this Registration Statement,  to any and all amendments,  both pre-effective and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereto,  and each of the
undersigned  hereby  ratifies and confirms all that said attorneys and agents or
any of them  shall  do or  cause  to be done by  virtue  hereof.  This  Power of
Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned  has  executed  this Power of 
Attorney as of the date indicated opposite his name.
SIGNATURE                                TITLE                                  DATE
               ---------                                -----                                  ----                     

         /s/ Merton J. Segal             Chairman, Chief Executive Officer              February 10, 1998
------------------------------------     and Director (Principal Executive
              Merton J. Segal            Officer)
                                         

       /s/Warren D. Gardner              Vice Chairman and Director                     February 10, 1998
------------------------------------
           Warren D. Gardner

         /s/ James R. Parry              Executive Vice President, Chief                February 10, 1998
------------------------------------     Marketing Officer and Director
             James R. Parry              

         /s/ Robert S. Cubbin            Executive Vice President, Secretary            February 10, 1998
------------------------------------     and Director
              Robert S. Cubbin           

       /s/ Joseph C. Henry               Executive Vice President, Treasurer            February 10, 1998
------------------------------------     (Principal Financial and Accounting
           Joseph C. Henry               Officer) and Director
17
Director                                       February 10, 1998
------------------------------------
          David J. Campbell

     /s/ Joseph S. Dresner               Director                                       February 10, 1998
------------------------------------
          Joseph S. Dresner

   /s/ Hugh W. Greenberg                 Director                                       February 10, 1998
------------------------------------
        Hugh W. Greenberg

    /s/   E. J. Leverett, Jr.            Director                                       February 10, 1998
------------------------------------    
          E. J. Leverett, Jr.

        /s/ Florine Mark                 Director                                       February 10, 1998
             Florine Mark

       /s/ Irvin F. Swider               Director                                       February 10, 1998
------------------------------------  
            Irvin F. Swider

        /s/ Bruce E. Thal                Director                                       February 10, 1998
------------------------------------   
             Bruce E. Thal

       /s/ Herbert Tyner                 Director                                       February 10, 1998
------------------------------------ 
            Herbert Tyner
18
                                  EXHIBIT INDEX
NO.      EXHIBIT                                                                            PAGE
5.1      Opinion of Bodman, Longley & Dahling LLP

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Bodman,  Longley & Dahling LLP (included in the Opinion 
         filed as Exhibit 5.1 hereto).

24.1     Power of Attorney, as set forth on the signature page hereof.