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)
                                
                                
                         March 31, 1997
                                
                                
                 HIGHLANDS INSURANCE GROUP, INC.
  ------------------------------------------------------------
     (Exact name of registrant as specified in its charter)
                                
                                
                            Delaware
  ------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation)

     1-14028                            75-2370945
  ------------------------------------------------------------
  (Commission File Number)  (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 March 31, 1997, the registrant, Highlands
Insurance Group, Inc. ("Highlands") issued a press release
entitled "Highlands Insurance Group, Inc. and VIK Brothers
Insurance, Inc. Satisfy Certain Conditions Under Agreement to
Acquire VIK Brothers Insurance, Inc."

ITEM 7.

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

Exhibit 1 - Press release dated March 31, 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.


April 11, 1997             By:
                              --------------------------
                              Dwayne D. Hallman
                              Vice President and Secretary

                        EXHIBIT INDEX
EXHIBIT NO.1     Press Release of March 31, 1997
Incorporated by Reference

EXHIBIT NO. 1:

FOR IMMEDIATE RELEASE    Contact:     Charles J. Bachand
March 31, 1997                        Vice President
                                      (713) 267-8567
                                      (713) 267-8688 (Facsimile)


                 HIGHLANDS INSURANCE GROUP, INC.
                               AND
                  VIK BROTHERS INSURANCE, INC.
                SATISFY CERTAIN CONDITIONS UNDER
        AGREEMENT TO ACQUIRE VIK BROTHERS INSURANCE, INC.


  Houston,  Texas  -  March 31, 1997 . .  .  Highlands  Insurance
Group,  Inc.  (Highlands)  (NYSE:HIC), a  regional  property  and
casualty insurer, today announced that consents, waivers or other
agreements   from   certain  securityholders  of   Vik   Brothers
Insurance,  Inc.  of Lawrenceville, New Jersey (VBII)  and  other
third  parties  who  have existing contractual arrangements  with
VBII  required for consummation of the transactions  contemplated
by the  revised definitive agreement for the previously announced
acquisition of VBII by Highlands have been received.  Receipt  of
such  consents  was  a condition to completing  the  transaction.
Highlands  announced on February 14, 1997 that it and  VBII   had
entered into the revised definitive agreement.
  
  Consummation  of  the  acquisition  is  also  conditioned  upon
receipt   of  regulatory  approval  and  satisfaction  of   other
customary   conditions.   Filings  with  the   applicable   state
insurance  regulatory authorities have been made and  discussions
with these authorities are in process.
  
  Under  the terms of the revised definitive agreement, 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,   perferred   stock  and  cash.    Highlands   will   issue
approximately  1.4  million shares of common stock,  representing
approximately 11% of Highlands' then outstanding common equity.
  
  The  parties  expect  to close the transaction  in  the  second
quarter of 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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{"company-data": {"conformed-name": "HIGHLANDS INSURANCE GROUP INC", "cik": "0001002816", "assigned-sic": "6331", "irs-number": "752370945", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14028", "film-number": "97596035"}, "business-address": {"street1": "10370 RICHMOND AVE", "city": "HOUSTON", "state": "TX", "zip": "77042-4123", "phone": "7139529555"}, "mail-address": {"street1": "10370 RICHMOND AVE", "city": "HOUSTON", "state": "TX", "zip": "77042-4123"}}
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)
                                
                                
                         March 31, 1997
                                
                                
                 HIGHLANDS INSURANCE GROUP, INC.
  ------------------------------------------------------------
     (Exact name of registrant as specified in its charter)
                                
                                
                            Delaware
  ------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation)

     1-14028                            75-2370945
  ------------------------------------------------------------
  (Commission File Number)  (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 March 31, 1997, the registrant, Highlands
Insurance Group, Inc. ("Highlands") issued a press release
entitled "Highlands Insurance Group, Inc. and VIK Brothers
Insurance, Inc. Satisfy Certain Conditions Under Agreement to
Acquire VIK Brothers Insurance, Inc."

ITEM 7.

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

Exhibit 1 - Press release dated March 31, 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.

April 11, 1997             By:
                              --------------------------
                              Dwayne D. Hallman
                              Vice President and Secretary

                        EXHIBIT INDEX
EXHIBIT NO.1     Press Release of March 31, 1997
Incorporated by Reference

EXHIBIT NO. 1:

FOR IMMEDIATE RELEASE    Contact:     Charles J. Bachand
March 31, 1997                        Vice President
                                      (713) 267-8567
                                      (713) 267-8688 (Facsimile)

                 HIGHLANDS INSURANCE GROUP, INC.
                               AND
                  VIK BROTHERS INSURANCE, INC.
                SATISFY CERTAIN CONDITIONS UNDER
        AGREEMENT TO ACQUIRE VIK BROTHERS INSURANCE, INC.

  Houston,  Texas  -  March 31, 1997 . .  .  Highlands  Insurance
Group,  Inc.  (Highlands)  (NYSE:HIC), a  regional  property  and
casualty insurer, today announced that consents, waivers or other
agreements   from   certain  securityholders  of   Vik   Brothers
Insurance,  Inc.  of Lawrenceville, New Jersey (VBII)  and  other
third  parties  who  have existing contractual arrangements  with
VBII  required for consummation of the transactions  contemplated
by the  revised definitive agreement for the previously announced
acquisition of VBII by Highlands have been received.  Receipt  of
such  consents  was  a condition to completing  the  transaction.
Highlands  announced on February 14, 1997 that it and  VBII   had
entered into the revised definitive agreement.
  
  Consummation  of  the  acquisition  is  also  conditioned  upon
receipt   of  regulatory  approval  and  satisfaction  of   other
customary   conditions.   Filings  with  the   applicable   state
insurance  regulatory authorities have been made and  discussions
with these authorities are in process.
  
  Under  the terms of the revised definitive agreement, 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,   perferred   stock  and  cash.    Highlands   will   issue
approximately  1.4  million shares of common stock,  representing
approximately 11% of Highlands' then outstanding common equity.
  
  The  parties  expect  to close the transaction  in  the  second
quarter of 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.