Registration No. 333-

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1998
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 KAYE GROUP INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                              13-3719772
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

122 EAST 42ND STREET, NEW YORK, NEW YORK                           10168
(Address of Principal Executive Offices)                         (Zip Code)

                             1993 STOCK OPTION PLAN
                         SUPPLEMENTAL STOCK OPTION PLAN
                            (Full Title of the Plans)

                              MR. BRUCE D. GUTHART
                                    PRESIDENT
                                 KAYE GROUP INC.
                              122 EAST 42ND STREET
                            NEW YORK, NEW YORK 10168
                     (Name and Address of Agent for Service)

                                 (212) 338-2100
          (Telephone Number, Including Area Code, of Agent for Service)

                                 WITH A COPY TO:

                             MICHAEL WEINSIER, ESQ.
                       PARKER CHAPIN FLATTAU & KIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                          TELEPHONE NO.: (212) 704-6000
                          FACSIMILE NO.: (212) 704-6288

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                              Proposed Maximum      Proposed            Amount of
                                               Amount to       Offering Price    Maximum Aggregate    Registration
Title of Securities to Be Registered       be Registered(1)       per Share        Offering Price         Fee
------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>             <C>                   <C>      
Common Stock, par value $.01 per share.....     10,000            $4.97(2)        $49,700.00(2)         $14.66(2)
Common Stock, par value $.01 per share.....    250,000             5.00(2)         1,250,000(2)         368.75(2)
Common Stock, par value $.01 per share.....    182,250             5.06(2)        922,185.00(2)         272.04(2)
Common Stock, par value $.01 per share.....      5,000             6.64(2)         33,200.00(2)           9.79(2)
Common Stock, par value $.01 per share.....     10,000             7.06(2)         70,600.00(2)          20.83(2)
Common Stock, par value $.01 per share.....     15,000             7.88(2)        118,200.00(2)          34.87(2)
Common Stock, par value $.01 per share.....     15,000             8.03(2)        120,450.00(2)          35.53(2)
Common Stock, par value $.01 per share.....     41,750             8.43(2)        351,952.50(2)         103.83(2)
Common Stock, par value $.01 per share.....     82,650            10.00(2)        826,500.00(2)         243.82(2)
Common Stock, par value $.01 per share.....        500            11.63(2)          5,815.00(2)           1.72(2)
Common Stock, par value $.01 per share.....      5,000            10.91(2)         54,550.00(2)          16.09(2)
Common Stock, par value $.01 per share.....     82,850             7.31(3)        605,540.62(3)         178.72(3)
              TOTAL........................    700,000                            $4,408,993.13         $1,300.65
==================================================================================================================
</TABLE>
(1)  Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby such
     additional  securities as may result from  anti-dilution  adjustments under
     the 1993 Stock Option Plan and Supplemental Stock Option Plan.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule  457(h)(1),  the price at which such options may
     be exercised.
(3)  Estimated solely for the purpose of calculating the registration fee on the
     basis of,  pursuant  to Rule  457(h),  the  average of the high bid and low
     asked  prices  per share of the  registrant's  Common  Stock on the  Nasdaq
     National Market on March 6, 1998.


<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents are incorporated herein by reference: (i) the
description   of  the  Company's   Common  Stock   contained  in  the  Company's
Registration  Statement on Form 8-A (File No.  0-21988),  filed on June 24, 1993
pursuant to Section  13(a) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description;  (ii) the Company's Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 1997;  (iii) the Company's  Quarterly  Report on
Form 10-Q for the Quarter  Ended June 30,  1997;  (iv) the  Company's  Quarterly
Report on Form 10-Q for the Quarter  Ended  March 31,  1997;  (v) the  Company's
Current  Reports on Form 8-K dated  September  5,  1997,  October  28,  1997 and
January 7, 1998  (dates of earliest  event  reported);  and (vi) the  Company's
Annual Report on Form 10-K for the Year Ended December 31, 1996.

           All  documents  filed  subsequent  to the  date of this  registration
statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other  subsequently filed document that also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Section 145 of the General  Corporation  Law of the State of Delaware
(the "GCL") provides that directors,  officers,  employees or agents of Delaware
corporations  are  entitled,  under  certain  circumstances,  to be  indemnified
against expenses (including  attorneys' fees) and other liabilities actually and
reasonably  incurred by them in connection with any suit brought against them in
their capacity as a director,  officer, employee or agent, if they acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the
best interests of the  corporation,  and with respect to any criminal  action or
proceeding,  if they  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  Section 145 also provides  that  directors,  officers,  employees and
agents may also be indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by them in connection  with a derivative  suit
bought against them in their capacity as a director, officer, employee or agent,
as the case may be, if they acted in good faith and in a manner they  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no indemnification may be made without court approval if such person
was adjudged liable to the corporation.


                                      II-1

<PAGE>



           Section  2  of  Article  Nine  of  the   Company's   Certificate   of
Incorporation  provides that the Company shall  indemnify  each person who is or
was made a party or is threatened to be made a party to or is otherwise involved
in any action,  suit or  proceeding,  by reason of the fact that he or she is or
was a director or officer of the Company, or, while a director or officer of the
Company, is or was serving at the request of the Company as a director, officer,
employee or agent of another  entity,  whether the basis of such  proceeding  is
alleged action in an official capacity or in any other capacity,  to the fullest
extent  authorized by the GCL, against all expense,  liability and loss incurred
by such indemnitee in connection  therewith.  Such indemnification  includes the
right of such  indemnitee  to be paid by the  Company the  expenses  incurred in
connection with any such proceeding in advance of its final disposition.

           The Company  maintains  directors  and officers  liability  insurance
policies with National Union Fire Insurance Co. of Pittsburgh,  Pennsylvania and
Continental  Casualty Co. The policies  insure the directors and officers of the
Company  against loss arising from certain claims made against such directors or
officers by reason of certain wrongful acts. The policies provide for a combined
limit of  liability  of $5  million  per  policy  year for both  directors'  and
officers' liability coverage at an aggregate annual premium of $136,862.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.


     Exhibit                                     Description
     -------                                     -----------

        3.1     Certificate  of  Incorporation  of the  Company  (filed with the
                Commission  on June 17,  1993 as  Exhibit  3.1 to the  Company's
                Registration  Statement on Form S-1 (Registration No. 33- 64664)
                (the "Form S-1") and incorporated by reference herein).

        3.2     By-Laws of the Company  (filed with the  Commission  on June 17,
                1993  as  Exhibit  3.2 to  the  Form  S-1  and  incorporated  by
                reference herein).

        4.1     Kaye  Group  Inc.   1993  Stock  Option  Plan  (filed  with  the
                Commission  on August 17,  1993 as Exhibit  10.6 to the Form S-1
                and incorporated by reference herein).

        4.2     Kaye Group Inc.  Supplemental  Stock Option Plan (filed with the
                Commission on March 31, 1997 as Exhibit 10.1(i) to the Company's
                Annual Report on Form 10-K for the year ended  December 31, 1996
                and incorporated by reference herein).

        5.1     Opinion  and  consent of Ivy S.  Fischer,  Esq.,  counsel to the
                Company, as to the legality of the securities being offered.

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

        23.2    Consent of Ivy S. Fischer, Esq. (contained in Exhibit 5.1).

        24.1    Power  of  Attorney  (contained  in the  signature  page to this
                registration statement).

ITEM 9.    UNDERTAKINGS.

           The undersigned registrant 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 Act;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising after the  effective  date of this  registration  statement (or the most
recent post-effective amendment thereof) which, individually or in the

                                      II-2

<PAGE>



aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

           (2) That, for the purpose of determining any liability under the Act,
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.

           (4)  If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph  (a)(4)  and other  information  necessary  to  ensure  that all other
information  in the  prospectus  is at  least  as  current  as the date of those
financial   statements.   Notwithstanding   the   foregoing,   with  respect  to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Form F-3.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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.

           Insofar as indemnification  for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  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 registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant will,

                                      II-3

<PAGE>



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.



                                      II-4

<PAGE>



                                   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 New York, State of New York, on the 8th day of March,
1998.

                                           KAYE GROUP INC.

                                           By:  /s/ Bruce D. Guthart
                                              -------------------------
                                              Bruce D. Guthart, President, Chief
                                              Executive Officer and Chairman of
                                              the Board of Directors

                                POWER OF ATTORNEY

           The  undersigned  directors  and  officers of Kaye Group Inc.  hereby
constitute  and appoint  Bruce D.  Guthart and Michael P.  Sabanos,  and each of
them,  with  full  power  to act  without  the  other  and  with  full  power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the  capacities  indicated  below any
and all amendments (including  post-effective amendments and amendments thereto)
to this  registration  statement and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission  and hereby ratify and confirm each and every act and thing that such
attorneys-in-fact,  or any of them, or their  substitutes,  shall lawfully do or
cause to be done by virtue thereof.

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

     Signature                     Title                              Date

/s/ Bruce D. Guthart          President,  Chief Executive          March 9, 1998
------------------------      Officer and Chairman of the  
(Bruce D. Guthart)            Board of Directors (Principal
                              Executive Officer)


/s/ Michael P. Sabanos        Director, Senior Vice President,     March 9, 1998
------------------------      Chief Financial Officer (Principal
(Michael P. Sabanos)          Financial and Accounting Officer)


/s/ Howard Kaye               Director                             March 9, 1998
------------------------
(Howard Kaye)


                              Director
------------------------
(Robert L. Barbanell)


/s/ Richard B. Butler         Director                             March 9, 1998
------------------------
(Richard B. Butler)


                              Director
------------------------
(Elliot S. Cooperstone)


/s/ David Ezekiel             Director                             March 9, 1998
------------------------
(David Ezekiel)


/s/ Ned L. Sherwood           Director                             March 9, 1998
------------------------
(Ned L. Sherwood)



<PAGE>



                                  EXHIBIT INDEX


Exhibit                         Description                                Page
-------                         -----------                                ----

3.1          Certificate  of  Incorporation  of  the  Company  (filed  with  the
             Commission  on  June  17,  1993  as  Exhibit  3.1 to the  Company's
             Registration Statement on Form S-1 (Registration No. 33-64664) (the
             "Form S-1") and incorporated by reference herein).
3.2          By-Laws of the Company  (filed with the Commission on June 17, 1993
             as  Exhibit  3.2 to the  Form  S-1 and  incorporated  by  reference
             herein).
4.1          Kaye Group Inc.  1993 Stock Option Plan (filed with the  Commission
             on August 17, 1993 as Exhibit 10.6 to the Form S-1 and incorporated
             by reference herein).
4.2          Kaye Group Inc.  Supplemental  Stock  Option  Plan  (filed with the
             Commission  on March 31, 1997 as Exhibit  10.1(i) to the  Company's
             Annual Report on Form 10-K for the year ended December 31, 1996 and
             incorporated by reference herein).
5.1          Opinion  and  consent  of  Ivy S.  Fischer,  Esq.,  counsel  to the
             Company, as to the legality of the securities being offered.
23.1         Consent of Coopers & Lybrand L.L.P.
23.2         Consent of Ivy S. Fischer, Esq. (contained in Exhibit 5.1).
24.1         Power  of  Attorney  (contained  in  the  signature  page  to  this
             registration statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 22378}]
{"company-data": {"conformed-name": "KAYE GROUP INC", "cik": "0000907575", "assigned-sic": "6331", "irs-number": "133719772", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47623", "film-number": "98560679"}, "business-address": {"street1": "122 EAST 42ND ST", "city": "NEW YORK", "state": "NY", "zip": "10168", "phone": "2123382100"}, "mail-address": {"street1": "122 EAST 42ND STREET", "street2": "122 EAST 43ND STREET", "city": "NEW YORK", "state": "NY", "zip": "10168"}, "former-company": {"former-conformed-name": "OLD LYME HOLDING CORP", "date-changed": "19930621"}}
Registration No. 333-

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1998
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 KAYE GROUP INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                              13-3719772
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

122 EAST 42ND STREET, NEW YORK, NEW YORK                           10168
(Address of Principal Executive Offices)                         (Zip Code)

                             1993 STOCK OPTION PLAN
                         SUPPLEMENTAL STOCK OPTION PLAN
                            (Full Title of the Plans)

                              MR. BRUCE D. GUTHART
                                    PRESIDENT
                                 KAYE GROUP INC.
                              122 EAST 42ND STREET
                            NEW YORK, NEW YORK 10168
                     (Name and Address of Agent for Service)

                                 (212) 338-2100
          (Telephone Number, Including Area Code, of Agent for Service)

                                 WITH A COPY TO:

                             MICHAEL WEINSIER, ESQ.
                       PARKER CHAPIN FLATTAU & KIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                          TELEPHONE NO.: (212) 704-6000
                          FACSIMILE NO.: (212) 704-6288
CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                              Proposed Maximum      Proposed            Amount of
                                               Amount to       Offering Price    Maximum Aggregate    Registration
Title of Securities to Be Registered       be Registered(1)       per Share        Offering Price         Fee
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.....     10,000            $4.97(2)        $49,700.00(2)         $14.66(2)
Common Stock, par value $.01 per share.....    250,000             5.00(2)         1,250,000(2)         368.75(2)
Common Stock, par value $.01 per share.....    182,250             5.06(2)        922,185.00(2)         272.04(2)
Common Stock, par value $.01 per share.....      5,000             6.64(2)         33,200.00(2)           9.79(2)
Common Stock, par value $.01 per share.....     10,000             7.06(2)         70,600.00(2)          20.83(2)
Common Stock, par value $.01 per share.....     15,000             7.88(2)        118,200.00(2)          34.87(2)
Common Stock, par value $.01 per share.....     15,000             8.03(2)        120,450.00(2)          35.53(2)
Common Stock, par value $.01 per share.....     41,750             8.43(2)        351,952.50(2)         103.83(2)
Common Stock, par value $.01 per share.....     82,650            10.00(2)        826,500.00(2)         243.82(2)
Common Stock, par value $.01 per share.....        500            11.63(2)          5,815.00(2)           1.72(2)
Common Stock, par value $.01 per share.....      5,000            10.91(2)         54,550.00(2)          16.09(2)
Common Stock, par value $.01 per share.....     82,850             7.31(3)        605,540.62(3)         178.72(3)
              TOTAL........................    700,000                            $4,408,993.13         $1,300.65
==================================================================================================================
(1)  Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby such
     additional  securities as may result from  anti-dilution  adjustments under
     the 1993 Stock Option Plan and Supplemental Stock Option Plan.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule  457(h)(1),  the price at which such options may
     be exercised.
(3)  Estimated solely for the purpose of calculating the registration fee on the
     basis of,  pursuant  to Rule  457(h),  the  average of the high bid and low
     asked  prices  per share of the  registrant's  Common  Stock on the  Nasdaq
     National Market on March 6, 1998.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents are incorporated herein by reference: (i) the
description   of  the  Company's   Common  Stock   contained  in  the  Company's
Registration  Statement on Form 8-A (File No.  0-21988),  filed on June 24, 1993
pursuant to Section  13(a) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description;  (ii) the Company's Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 1997;  (iii) the Company's  Quarterly  Report on
Form 10-Q for the Quarter  Ended June 30,  1997;  (iv) the  Company's  Quarterly
Report on Form 10-Q for the Quarter  Ended  March 31,  1997;  (v) the  Company's
Current  Reports on Form 8-K dated  September  5,  1997,  October  28,  1997 and
January 7, 1998  (dates of earliest  event  reported);  and (vi) the  Company's
Annual Report on Form 10-K for the Year Ended December 31, 1996.

           All  documents  filed  subsequent  to the  date of this  registration
statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other  subsequently filed document that also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Section 145 of the General  Corporation  Law of the State of Delaware
(the "GCL") provides that directors,  officers,  employees or agents of Delaware
corporations  are  entitled,  under  certain  circumstances,  to be  indemnified
against expenses (including  attorneys' fees) and other liabilities actually and
reasonably  incurred by them in connection with any suit brought against them in
their capacity as a director,  officer, employee or agent, if they acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the
best interests of the  corporation,  and with respect to any criminal  action or
proceeding,  if they  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  Section 145 also provides  that  directors,  officers,  employees and
agents may also be indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by them in connection  with a derivative  suit
bought against them in their capacity as a director, officer, employee or agent,
as the case may be, if they acted in good faith and in a manner they  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no indemnification may be made without court approval if such person
was adjudged liable to the corporation.

                                      II-1
Section  2  of  Article  Nine  of  the   Company's   Certificate   of
Incorporation  provides that the Company shall  indemnify  each person who is or
was made a party or is threatened to be made a party to or is otherwise involved
in any action,  suit or  proceeding,  by reason of the fact that he or she is or
was a director or officer of the Company, or, while a director or officer of the
Company, is or was serving at the request of the Company as a director, officer,
employee or agent of another  entity,  whether the basis of such  proceeding  is
alleged action in an official capacity or in any other capacity,  to the fullest
extent  authorized by the GCL, against all expense,  liability and loss incurred
by such indemnitee in connection  therewith.  Such indemnification  includes the
right of such  indemnitee  to be paid by the  Company the  expenses  incurred in
connection with any such proceeding in advance of its final disposition.

           The Company  maintains  directors  and officers  liability  insurance
policies with National Union Fire Insurance Co. of Pittsburgh,  Pennsylvania and
Continental  Casualty Co. The policies  insure the directors and officers of the
Company  against loss arising from certain claims made against such directors or
officers by reason of certain wrongful acts. The policies provide for a combined
limit of  liability  of $5  million  per  policy  year for both  directors'  and
officers' liability coverage at an aggregate annual premium of $136,862.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.

     Exhibit                                     Description
     -------                                     -----------

        3.1     Certificate  of  Incorporation  of the  Company  (filed with the
                Commission  on June 17,  1993 as  Exhibit  3.1 to the  Company's
                Registration  Statement on Form S-1 (Registration No. 33- 64664)
                (the "Form S-1") and incorporated by reference herein).

        3.2     By-Laws of the Company  (filed with the  Commission  on June 17,
                1993  as  Exhibit  3.2 to  the  Form  S-1  and  incorporated  by
                reference herein).

        4.1     Kaye  Group  Inc.   1993  Stock  Option  Plan  (filed  with  the
                Commission  on August 17,  1993 as Exhibit  10.6 to the Form S-1
                and incorporated by reference herein).

        4.2     Kaye Group Inc.  Supplemental  Stock Option Plan (filed with the
                Commission on March 31, 1997 as Exhibit 10.1(i) to the Company's
                Annual Report on Form 10-K for the year ended  December 31, 1996
                and incorporated by reference herein).

        5.1     Opinion  and  consent of Ivy S.  Fischer,  Esq.,  counsel to the
                Company, as to the legality of the securities being offered.

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

        23.2    Consent of Ivy S. Fischer, Esq. (contained in Exhibit 5.1).

        24.1    Power  of  Attorney  (contained  in the  signature  page to this
                registration statement).

ITEM 9.    UNDERTAKINGS.

           The undersigned registrant 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 Act;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising after the  effective  date of this  registration  statement (or the most
recent post-effective amendment thereof) which, individually or in the

                                      II-2
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

           (2) That, for the purpose of determining any liability under the Act,
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.

           (4)  If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph  (a)(4)  and other  information  necessary  to  ensure  that all other
information  in the  prospectus  is at  least  as  current  as the date of those
financial   statements.   Notwithstanding   the   foregoing,   with  respect  to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Form F-3.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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.

           Insofar as indemnification  for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  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 registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant will,

                                      II-3
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.

                                      II-4
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 New York, State of New York, on the 8th day of March,
1998.

                                           KAYE GROUP INC.

                                           By:  /s/ Bruce D. Guthart
                                              -------------------------
                                              Bruce D. Guthart, President, Chief
                                              Executive Officer and Chairman of
                                              the Board of Directors

                                POWER OF ATTORNEY

           The  undersigned  directors  and  officers of Kaye Group Inc.  hereby
constitute  and appoint  Bruce D.  Guthart and Michael P.  Sabanos,  and each of
them,  with  full  power  to act  without  the  other  and  with  full  power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the  capacities  indicated  below any
and all amendments (including  post-effective amendments and amendments thereto)
to this  registration  statement and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission  and hereby ratify and confirm each and every act and thing that such
attorneys-in-fact,  or any of them, or their  substitutes,  shall lawfully do or
cause to be done by virtue thereof.

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

     Signature                     Title                              Date

/s/ Bruce D. Guthart          President,  Chief Executive          March 9, 1998
------------------------      Officer and Chairman of the  
(Bruce D. Guthart)            Board of Directors (Principal
                              Executive Officer)

/s/ Michael P. Sabanos        Director, Senior Vice President,     March 9, 1998
------------------------      Chief Financial Officer (Principal
(Michael P. Sabanos)          Financial and Accounting Officer)

/s/ Howard Kaye               Director                             March 9, 1998
------------------------
(Howard Kaye)

                              Director
------------------------
(Robert L. Barbanell)

/s/ Richard B. Butler         Director                             March 9, 1998
------------------------
(Richard B. Butler)

                              Director
------------------------
(Elliot S. Cooperstone)

/s/ David Ezekiel             Director                             March 9, 1998
------------------------
(David Ezekiel)

/s/ Ned L. Sherwood           Director                             March 9, 1998
------------------------
(Ned L. Sherwood)
EXHIBIT INDEX

Exhibit                         Description                                Page
-------                         -----------                                ----

3.1          Certificate  of  Incorporation  of  the  Company  (filed  with  the
             Commission  on  June  17,  1993  as  Exhibit  3.1 to the  Company's
             Registration Statement on Form S-1 (Registration No. 33-64664) (the
             "Form S-1") and incorporated by reference herein).
3.2          By-Laws of the Company  (filed with the Commission on June 17, 1993
             as  Exhibit  3.2 to the  Form  S-1 and  incorporated  by  reference
             herein).
4.1          Kaye Group Inc.  1993 Stock Option Plan (filed with the  Commission
             on August 17, 1993 as Exhibit 10.6 to the Form S-1 and incorporated
             by reference herein).
4.2          Kaye Group Inc.  Supplemental  Stock  Option  Plan  (filed with the
             Commission  on March 31, 1997 as Exhibit  10.1(i) to the  Company's
             Annual Report on Form 10-K for the year ended December 31, 1996 and
             incorporated by reference herein).
5.1          Opinion  and  consent  of  Ivy S.  Fischer,  Esq.,  counsel  to the
             Company, as to the legality of the securities being offered.
23.1         Consent of Coopers & Lybrand L.L.P.
23.2         Consent of Ivy S. Fischer, Esq. (contained in Exhibit 5.1).
24.1         Power  of  Attorney  (contained  in  the  signature  page  to  this
             registration statement).