SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934


Date of Report (date of earliest event reported)


February 14, 1997


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


Delaware
(State or Other Jurisdiction of Incorporation)

1-14028
(Commission File Number)

75-2370945
(IRS Employee Identification No.)

10370 Richmond Avenue, Houston, Texas    77042-4123
    (Address of principal executive offices)  (Zip Code)
                              
(713)952-9555
Registrant's telephone number, including area code



ITEM 5.  Other Events

      The  registrant, may at its option, report under this
item any  events,  with respect to which information is not
otherwise called  for by this form, that the registrant
deems of importance to security holders.
    (a)  On February 14, 1997, the registrant, Highlands
Insurance Group, Inc. ("Highlands") issued a press release
entitled "Highlands Insurance Group, Inc. Signs Definitive
Agreement to Acquire Vik Brothers Insurance, Inc."
pertaining to the announcement that Highlands had entered
into a revised definitive agreement for the previously
announced acquisition of Vik Brothers Insurance, Inc.
("VBII") by Highlands.

     Under the terms of the revised definitive agreement,
which amends and restates the agreement originally entered
into on June 21, 1996, Highlands will acquire VBII for
aggregate consideration, including the assumption of debt,
of approximately $97 million.  Highlands will finance the
acquisition with a combination of common stock, bank debt
and preferred stock. Highlands will issue approximately 1.7
million shares of common stock, representing approximately
13% of Highlands' then outstanding common equity.

     Consummation of the acquisition is subject to receipt
of certain consents, waivers or other agreements from
certain securityholders of VBII and other third parties who
have existing contractual arrangements with VBII, as well as
regulatory approval.  The parties expect to close the
acquisition by April 30, 1997.

ITEM 7.

The following exhibit is filed with this report on Form 8-K:

Exhibit 1 - Press release dated February 14, 1997

                         SIGNATURES
                              
      Pursuant to the requirements of the Securities
Exchange Act of  1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.

                         HIGHLANDS INSURANCE GROUP, INC.
February 27, 1997             By:  /s/  MICHAEL A. WEBERPAL
                              -------------------------
                              Michael A. Weberpal
                              Vice President and Secretary

                        EXHIBIT INDEX
EXHIBIT NO.

1     Press Release of February 14, 1997
      Incorporated by Reference

EXHIBIT NO. 1:

FOR IMMEDIATE RELEASE

Contact:  Charles J. Bachand
Vice President
(713)267-8567
(713)267-8688 (Facsimile

                 HIGHLANDS INSURANCE GROUP, INC.
            SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
                   VIK BROTHERS INSURANCE
                              
     Houston, Texas - February 14, 1997..Highlands Insurance
Group, Inc. (Highlands)(NYSE:HIC), a regional property and
casualty insurer, today announced that it and Vik Brothers
Insurance, Inc. of Lawrenceville, New Jersey (VBII) have
entered into a revised definitive agreement for the
previously announced acquisition of VBII by Highlands.

     Under the terms of the revised definitive agreement
(which amends and restates the agreement originally entered
into on June 21, 1996), Highlands will acquire VBII for
aggregate consideration, including the assumption of debt of
approximately $97 million.  Highlands will finance the
acquisition with a combination of common stock, bank debt
and preferred stock. Highlands will issue approximately 1.7
million shares of common stock, representing approximately
13% of Highlands' then outstanding common equity.

     Consummation of the acquisition is subject to receipt
of certain consents, waivers or other agreements from
certain securityholders of VBII and other third parties who
have existing contractual arrangements with VBII, as well as
regulatory approval.  The parties expect to close the
acquisition by April 30, 1997.

     Highlands is a regional insurance company that is
primarily engaged in the commercial property and casualty
insurance business, specializing in workers' compensation,
general liability and other related coverages.
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

Date of Report (date of earliest event reported)

February 14, 1997

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

Delaware
(State or Other Jurisdiction of Incorporation)

1-14028
(Commission File Number)

75-2370945
(IRS Employee Identification No.)

10370 Richmond Avenue, Houston, Texas    77042-4123
    (Address of principal executive offices)  (Zip Code)
                              
(713)952-9555
Registrant's telephone number, including area code

ITEM 5.  Other Events

      The  registrant, may at its option, report under this
item any  events,  with respect to which information is not
otherwise called  for by this form, that the registrant
deems of importance to security holders.
    (a)  On February 14, 1997, the registrant, Highlands
Insurance Group, Inc. ("Highlands") issued a press release
entitled "Highlands Insurance Group, Inc. Signs Definitive
Agreement to Acquire Vik Brothers Insurance, Inc."
pertaining to the announcement that Highlands had entered
into a revised definitive agreement for the previously
announced acquisition of Vik Brothers Insurance, Inc.
("VBII") by Highlands.

     Under the terms of the revised definitive agreement,
which amends and restates the agreement originally entered
into on June 21, 1996, Highlands will acquire VBII for
aggregate consideration, including the assumption of debt,
of approximately $97 million.  Highlands will finance the
acquisition with a combination of common stock, bank debt
and preferred stock. Highlands will issue approximately 1.7
million shares of common stock, representing approximately
13% of Highlands' then outstanding common equity.

     Consummation of the acquisition is subject to receipt
of certain consents, waivers or other agreements from
certain securityholders of VBII and other third parties who
have existing contractual arrangements with VBII, as well as
regulatory approval.  The parties expect to close the
acquisition by April 30, 1997.

ITEM 7.

The following exhibit is filed with this report on Form 8-K:

Exhibit 1 - Press release dated February 14, 1997

                         SIGNATURES
                              
      Pursuant to the requirements of the Securities
Exchange Act of  1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.

                         HIGHLANDS INSURANCE GROUP, INC.
February 27, 1997             By:  /s/  MICHAEL A. WEBERPAL
                              -------------------------
                              Michael A. Weberpal
                              Vice President and Secretary

                        EXHIBIT INDEX
EXHIBIT NO.

1     Press Release of February 14, 1997
      Incorporated by Reference

EXHIBIT NO. 1:

FOR IMMEDIATE RELEASE

Contact:  Charles J. Bachand
Vice President
(713)267-8567
(713)267-8688 (Facsimile

                 HIGHLANDS INSURANCE GROUP, INC.
            SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
                   VIK BROTHERS INSURANCE
                              
     Houston, Texas - February 14, 1997..Highlands Insurance
Group, Inc. (Highlands)(NYSE:HIC), a regional property and
casualty insurer, today announced that it and Vik Brothers
Insurance, Inc. of Lawrenceville, New Jersey (VBII) have
entered into a revised definitive agreement for the
previously announced acquisition of VBII by Highlands.

     Under the terms of the revised definitive agreement
(which amends and restates the agreement originally entered
into on June 21, 1996), Highlands will acquire VBII for
aggregate consideration, including the assumption of debt of
approximately $97 million.  Highlands will finance the
acquisition with a combination of common stock, bank debt
and preferred stock. Highlands will issue approximately 1.7
million shares of common stock, representing approximately
13% of Highlands' then outstanding common equity.

     Consummation of the acquisition is subject to receipt
of certain consents, waivers or other agreements from
certain securityholders of VBII and other third parties who
have existing contractual arrangements with VBII, as well as
regulatory approval.  The parties expect to close the
acquisition by April 30, 1997.

     Highlands is a regional insurance company that is
primarily engaged in the commercial property and casualty
insurance business, specializing in workers' compensation,
general liability and other related coverages.