<PAGE>

    As filed with the Securities and Exchange Commission on May 22, 2002
                                                          Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                        SELECTIVE INSURANCE GROUP, INC.
            (Exact name of Registrant as specified in its charter)

New Jersey                                                22-2168890
(State or Other                                           (I.R.S. Employer
Jurisdiction of                                           Identification Number)
Incorporation or
Organization)
                               40 Wantage Avenue
                        Branchville, New Jersey  07890
              (Address of Principal Executive Offices) (Zip Code)

                        SELECTIVE INSURANCE GROUP, INC.
                             STOCK OPTION PLAN III
                           (Full Title of the Plan)

                            THORNTON R. LAND, ESQ.
         Executive Vice President, Administration and General Counsel
                        Selective Insurance Group, Inc.

                               40 Wantage Avenue
                        Branchville, New Jersey  07890
                    (Name and address of agent for service)

                                (973) 948-3000
         (Telephone number, including Area Code, of Agent for Service)

                                   COPIES TO:

                              Michael J. Nita, Esq.
                          Drinker Biddle & Shanley LLP
                                500 Campus Drive
                           Florham Park, NJ 07932-1047


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                         Proposed      Proposed
                                          maximum       maximum      Amount of
  Title of securities    Amount to be    offering      aggregate   registration
    to be registered     registered(1)   price per     offering      fee(1)(2)
                                         share (2)     price (2)
---------------------------------------------------------------------------------
<S>                      <C>             <C>           <C>         <C>
Common Stock, $2.00 par    1,448,128       $28.07      $40,648,953   $3,740
value (including Common     Shares
Stock purchase rights)
(3)

---------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Instruction E to Form S-8, this registration statement shall
     also be deemed to cover 551,872 shares previously registered on Form S-8,
     Registration No. 333-37501, which shares are being carried forward and
     transferred from a predecessor plan and for which the registration fee was
     previously paid with the registration of those shares. This registration
     statement shall also cover an indeterminate number of shares which may be
     offered and issued in connection with stock splits, stock dividends or
     similar transactions.

(2)  Calculated pursuant to Rule 457(c) and 457(h) based upon a price of $28.07
     per share, which was the average of the high and low prices of a share of
     Common Stock as reported on the Nasdaq National Market on May 20, 2002.

(3)  Prior to the occurrence of certain events, purchase rights for Common Stock
     will not be evidenced separately from the Common Stock.

<PAGE>

                                EXPLANATORY NOTE

            This Registration Statement has been prepared in accordance with the
requirements of Form S-8 to register 1,448,128 shares of the Registrant's common
stock, $2.00 par value ("Common Stock"), issuable pursuant to the Registrant's
Stock Option Plan III (the "Plan"). A total of 1,000,000 shares of Common Stock
were registered by Registration Statement on Form S-8, Registration No.
333-37501, to be issued pursuant to Selective Insurance Group, Inc. Stock
Option Plan II ("Plan II"). There are 551,872 such shares registered in
connection with Plan II which remain available for the grant of options under
Plan II. These 551,872 shares are hereby carried forward and transferred to,
and are deemed covered by, this Registration Statement. Accordingly, this
Registration Statement covers 2,000,000 shares of Common Stock.

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            Pursuant to Rule 428(b)(1) under the Securities Act of 1933 (the
"Act"), the documents containing the information specified in Part I of Form S-8
will be sent or given to participants under the Plan. These documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II below, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission (the
"SEC"):

            (a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 (file no. 0-8641), filed with the SEC on March 28, 2002;

            (b) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002 (file no. 0-8641), filed with the SEC on May 14, 2002; and

            (c) the description of Common Stock and purchase rights for shares
of Common Stock associated with Common Stock set forth in the Company's
registration statements on Form 8-A filed with the SEC pursuant to Section 12 of
the Exchange Act and any amendment or report filed for the purpose of updating
those descriptions.

            All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that deregisters all
such 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.

            Any statement contained in a document incorporated by reference
herein 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 incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.
<PAGE>


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Selective is organized under the laws of the State of New Jersey. The New
Jersey Business Corporation Act, as amended (the "Act"), provides that a New
Jersey corporation has the power generally to indemnify its directors, officers,
employees and other agents against expenses and liabilities in connection with
any proceeding involving such person by reason of his being or having been a
corporate agent, other than a proceeding by or in the right of the corporation,
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal proceeding, such person had no reasonable cause to believe his
conduct was unlawful. In the case of an action brought by or in the right of the
corporation, indemnification of directors, officers, employees and other agents
against expenses is permitted if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification is permitted in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation, unless and only to the extent that the New Jersey Superior
Court, or the court in which such proceeding was brought, shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to such
indemnification. Expenses incurred by a director, officer, employee or other
agent in connection with a proceeding may be, under certain circumstances, paid
by the corporation in advance of the final disposition of the proceeding as
authorized by the board of directors. The power to indemnify and advance
expenses under the Act does not exclude other rights to which a director,
officer, employee or other agent of the corporation may be entitled to under the
certificate of incorporation, by-laws, agreement, vote of stockholders, or
otherwise, provided that no indemnification is permitted to be made to or on
behalf of such person if a judgment or other final adjudication adverse to such
person establishes that his acts or omissions were in breach of his duty of
loyalty to the corporation or its shareholders, were not in good faith or
involved a violation of the law, or resulted in the receipt by such person of an
improper personal benefit.

      Under the Act, a New Jersey corporation has the power to purchase and
maintain insurance on behalf of any director, officer, employee or other agent
against any expenses incurred in any proceeding and any liabilities asserted
against him by reason of his being or having been a corporate agent, whether or
not the corporation has the power to indemnify him against such expenses and
liabilities under the Act. All of the foregoing powers of indemnification
granted to a New Jersey corporation may be exercised by such corporation
notwithstanding the absence of any provision in its certificate of incorporation
or by-laws authorizing the exercise of such powers. However, a New Jersey
corporation may, with certain limitations, provide in its certificate of
incorporation that a director or officer shall not be personally liable, or
shall be liable only to the extent therein provided, to the corporation or its
shareholders for damages for breach of a duty owed to the corporation or its
shareholders.

      Reference is made to Sections 14A:3-5 and 14A:2-7(3) of the Act in
connection with the above summary of indemnification, insurance and limitation
of liability.

      Section (a) of Article NINTH of our certificate of incorporation, and
Section 14 of our By-Laws, provide generally that a director shall not be
personally liable to Selective or its shareholders for damages from breach of
any duty owed to Selective or its shareholders, except to the extent such
personal liability may not be eliminated or limited under the Act. Such
provisions further provide generally that an officer of Selective shall not be
personally liable to Selective or its shareholders for damages or breach of any
duty owed to Selective or its shareholders, except to the extent and for the
duration of any period of time such personal liability may not be eliminated or
limited under the Act.

      Section (b) of Article NINTH of our certificate of incorporation, and
Section 14A of our By-Laws provide generally that each person who was or is made
a party to or involved in a pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, or any appeal therein
or any inquiry or investigation which could lead to such action, suit or
proceeding of Selective or any constituent corporation absorbed by Selective in
a consolidation or merger, or by reason of his/her having been a director,
officer, trustee, employee or agent of another entity serving as such at our
request, shall be indemnified and held harmless by Selective to the fullest
extent permitted by the Act, as amended (but, in the case of any amendments,
only to the extent such amendment permits Selective to provide broader
indemnification rights than the Act permitted prior to such amendment), from and
against any and all reasonable costs, disbursements and attorney's fees, and any
and all amounts paid or incurred in satisfaction of settlements, judgments,
fines and penalties, incurred or suffered in connection with any such

<PAGE>
proceeding, and such indemnification shall continue as to a person who has
ceased to be a director, officer, trustee, employee or agent and shall inure to
the benefit of such person's heirs, executors, administrators and assigns;
provided, however, that, except as provided above, Selective shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
specifically authorized by its board of directors. Such provisions of the
certificate of incorporation and By-Laws of Selective provide, under certain
circumstances, for a right to be paid by Selective the expenses incurred in any
proceeding in advance of the final disposition of such proceeding as authorized
by the board of directors. Further, Selective is authorized to purchase and
maintain insurance on behalf of any director, officer, employee or agent of the
Company against any expenses incurred and any liabilities asserted against
him/her in any proceeding by reason of such person having been a director,
officer, employee or agent, whether or not Selective would have the power to
indemnify such person.

      The directors and officers of the Company are insured by policies
purchased by the Company against liabilities and expenses incurred in their
capacity as directors or officers.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                              Description
------                              -----------

<S>         <C>
4.1         Restated Certificate of Incorporation of Selective Insurance Group,
            Inc., as amended (incorporated by reference to Exhibit 3.1 to the
            Registrant's Annual Report on Form 10-K for the year ended December
            31, 1997, Commission file no. 0-8641).

4.2         By-Laws of Selective Insurance Group, Inc., as amended (incorporated
            by reference to Exhibit 3.2 to the Registrant's Annual Report on
            Form 10-K for the fiscal year ended December 31, 2001, Commission
            file no. 0-8641).

4.3         Selective Insurance Group, Inc. Stock Option Plan III (incorporated
            by reference to Exhibit A to the Registrant's proxy statement for
            its 2002 Annual Meeting of Stockholders, filed with the Securities
            and Exchange Commission on April 1, 2002).

5*          Opinion of Drinker Biddle & Shanley LLP

23.1*       Consent of Drinker Biddle & Shanley LLP (included in Exhibit 5).

23.2*       Consent of KPMG LLP

24*         Powers of Attorney
</TABLE>

* Filed herewith.

ITEM 9.     UNDERTAKINGS.

            (a)  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 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)

<PAGE>
                        which, individually or in the 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 end 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 twenty percent (20%)
                        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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.

            (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's 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 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.

            (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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, unless in
the opinion of its counsel that 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>

                                  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 Borough of Branchville, in the State of New Jersey, on the
21st day of May, 2002.

                                         SELECTIVE INSURANCE GROUP, INC.


                                         By: /s/ Gregory E. Murphy
                                            ----------------------
                                            Gregory E. Murphy
                                            Chairman of the Board, President and
                                            Chief Executive Officer

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
          Signatures                  Title                      Date
          ----------                  -----                      ----
<S>                              <C>                       <C>
  /s/ Gregory E. Murphy          Chairman of the              May 21, 2002
---------------------------      Board, President,
   Gregory E. Murphy             Chief Executive
                                 Officer and Director
                                 (principal executive
                                 officer)

  /s/ Dale A. Thatcher           Senior Vice                  May 21, 2002
---------------------------      President and Chief
Dale A. Thatcher                 Financial Officer
                                 (principal
                                 accounting and
                                 financial officer)

            *
---------------------------      Director                     May 7, 2002
Paul D. Bauer


            *
---------------------------      Director                     May 7, 2002
A. David Brown

            *
---------------------------      Director                     May 7, 2002
William A. Dolan, II


            *
---------------------------      Director                     May 7, 2002
C. Edward Herder


            *
---------------------------      Director                     May 7, 2002
William M. Kearns, Jr.


                                 Director                     May 7, 2002
            *
---------------------------
Joan Lamm-Tennant, Ph.D.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                              <C>                       <C>
            *
---------------------------      Director                     May 7, 2002
S. Griffin McClellan, III

            *
---------------------------      Director                     May 7, 2002
William M. Rue

                                 Director                     May 7, 2002
            *
---------------------------
Thomas D. Sayles

            *
---------------------------      Director                     May 7, 2002
J. Brian Thebault
</TABLE>


* Gregory E. Murphy hereby signs this Registration Statement on Form S-8 on
behalf of each of the indicated persons for whom he is attorney-in-fact on
May 21, 2002 pursuant to a power of attorney filed herewith.

                                    By:   /s/ Gregory E. Murphy
                                          ---------------------------
                                          Gregory E. Murphy
                                          Attorney-in-Fact
<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION
------                           -----------
<S>                    <C>
5                      Opinion of Drinker Biddle & Shanley LLP


23.1                   Consent of Drinker Biddle & Shanley LLP
                       (included in Exhibit 5)

23.2                   Consent of KPMG LLP

24                     Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y60902s-8.txt", "description": "SELECTIVE INSURANCE GROUP, INC.", "secsgml_size_bytes": 24680}]
{"company-data": {"conformed-name": "SELECTIVE INSURANCE GROUP INC", "cik": "0000230557", "assigned-sic": "6331", "irs-number": "222168890", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88806", "film-number": "02659710"}, "business-address": {"street1": "40 WANTAGE AVENUE", "city": "BRANCHVILLE", "state": "NJ", "zip": "07890", "phone": "2019483000"}, "mail-address": {"street1": "40 WANTAGE AVE", "street2": "40 WANTAGE AVE", "city": "BRANCHVILLE", "state": "NJ", "zip": "07890"}, "former-company": {"former-conformed-name": "SRI CORP", "date-changed": "19860508"}}
As filed with the Securities and Exchange Commission on May 22, 2002
                                                          Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                        SELECTIVE INSURANCE GROUP, INC.
            (Exact name of Registrant as specified in its charter)

New Jersey                                                22-2168890
(State or Other                                           (I.R.S. Employer
Jurisdiction of                                           Identification Number)
Incorporation or
Organization)
                               40 Wantage Avenue
                        Branchville, New Jersey  07890
              (Address of Principal Executive Offices) (Zip Code)

                        SELECTIVE INSURANCE GROUP, INC.
                             STOCK OPTION PLAN III
                           (Full Title of the Plan)

                            THORNTON R. LAND, ESQ.
         Executive Vice President, Administration and General Counsel
                        Selective Insurance Group, Inc.

                               40 Wantage Avenue
                        Branchville, New Jersey  07890
                    (Name and address of agent for service)

                                (973) 948-3000
         (Telephone number, including Area Code, of Agent for Service)

                                   COPIES TO:

                              Michael J. Nita, Esq.
                          Drinker Biddle & Shanley LLP
                                500 Campus Drive
                           Florham Park, NJ 07932-1047

                        CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                          maximum       maximum      Amount of
  Title of securities    Amount to be    offering      aggregate   registration
    to be registered     registered(1)   price per     offering      fee(1)(2)
                                         share (2)     price (2)
---------------------------------------------------------------------------------
Common Stock, $2.00 par    1,448,128       $28.07      $40,648,953   $3,740
value (including Common     Shares
Stock purchase rights)
(3)

---------------------------------------------------------------------------------
(1)  Pursuant to Instruction E to Form S-8, this registration statement shall
     also be deemed to cover 551,872 shares previously registered on Form S-8,
     Registration No. 333-37501, which shares are being carried forward and
     transferred from a predecessor plan and for which the registration fee was
     previously paid with the registration of those shares. This registration
     statement shall also cover an indeterminate number of shares which may be
     offered and issued in connection with stock splits, stock dividends or
     similar transactions.

(2)  Calculated pursuant to Rule 457(c) and 457(h) based upon a price of $28.07
     per share, which was the average of the high and low prices of a share of
     Common Stock as reported on the Nasdaq National Market on May 20, 2002.

(3)  Prior to the occurrence of certain events, purchase rights for Common Stock
     will not be evidenced separately from the Common Stock.
EXPLANATORY NOTE

            This Registration Statement has been prepared in accordance with the
requirements of Form S-8 to register 1,448,128 shares of the Registrant's common
stock, $2.00 par value ("Common Stock"), issuable pursuant to the Registrant's
Stock Option Plan III (the "Plan"). A total of 1,000,000 shares of Common Stock
were registered by Registration Statement on Form S-8, Registration No.
333-37501, to be issued pursuant to Selective Insurance Group, Inc. Stock
Option Plan II ("Plan II"). There are 551,872 such shares registered in
connection with Plan II which remain available for the grant of options under
Plan II. These 551,872 shares are hereby carried forward and transferred to,
and are deemed covered by, this Registration Statement. Accordingly, this
Registration Statement covers 2,000,000 shares of Common Stock.

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            Pursuant to Rule 428(b)(1) under the Securities Act of 1933 (the
"Act"), the documents containing the information specified in Part I of Form S-8
will be sent or given to participants under the Plan. These documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II below, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission (the
"SEC"):

            (a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 (file no. 0-8641), filed with the SEC on March 28, 2002;

            (b) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002 (file no. 0-8641), filed with the SEC on May 14, 2002; and

            (c) the description of Common Stock and purchase rights for shares
of Common Stock associated with Common Stock set forth in the Company's
registration statements on Form 8-A filed with the SEC pursuant to Section 12 of
the Exchange Act and any amendment or report filed for the purpose of updating
those descriptions.

            All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that deregisters all
such 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.

            Any statement contained in a document incorporated by reference
herein 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 incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Selective is organized under the laws of the State of New Jersey. The New
Jersey Business Corporation Act, as amended (the "Act"), provides that a New
Jersey corporation has the power generally to indemnify its directors, officers,
employees and other agents against expenses and liabilities in connection with
any proceeding involving such person by reason of his being or having been a
corporate agent, other than a proceeding by or in the right of the corporation,
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal proceeding, such person had no reasonable cause to believe his
conduct was unlawful. In the case of an action brought by or in the right of the
corporation, indemnification of directors, officers, employees and other agents
against expenses is permitted if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification is permitted in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation, unless and only to the extent that the New Jersey Superior
Court, or the court in which such proceeding was brought, shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to such
indemnification. Expenses incurred by a director, officer, employee or other
agent in connection with a proceeding may be, under certain circumstances, paid
by the corporation in advance of the final disposition of the proceeding as
authorized by the board of directors. The power to indemnify and advance
expenses under the Act does not exclude other rights to which a director,
officer, employee or other agent of the corporation may be entitled to under the
certificate of incorporation, by-laws, agreement, vote of stockholders, or
otherwise, provided that no indemnification is permitted to be made to or on
behalf of such person if a judgment or other final adjudication adverse to such
person establishes that his acts or omissions were in breach of his duty of
loyalty to the corporation or its shareholders, were not in good faith or
involved a violation of the law, or resulted in the receipt by such person of an
improper personal benefit.

      Under the Act, a New Jersey corporation has the power to purchase and
maintain insurance on behalf of any director, officer, employee or other agent
against any expenses incurred in any proceeding and any liabilities asserted
against him by reason of his being or having been a corporate agent, whether or
not the corporation has the power to indemnify him against such expenses and
liabilities under the Act. All of the foregoing powers of indemnification
granted to a New Jersey corporation may be exercised by such corporation
notwithstanding the absence of any provision in its certificate of incorporation
or by-laws authorizing the exercise of such powers. However, a New Jersey
corporation may, with certain limitations, provide in its certificate of
incorporation that a director or officer shall not be personally liable, or
shall be liable only to the extent therein provided, to the corporation or its
shareholders for damages for breach of a duty owed to the corporation or its
shareholders.

      Reference is made to Sections 14A:3-5 and 14A:2-7(3) of the Act in
connection with the above summary of indemnification, insurance and limitation
of liability.

      Section (a) of Article NINTH of our certificate of incorporation, and
Section 14 of our By-Laws, provide generally that a director shall not be
personally liable to Selective or its shareholders for damages from breach of
any duty owed to Selective or its shareholders, except to the extent such
personal liability may not be eliminated or limited under the Act. Such
provisions further provide generally that an officer of Selective shall not be
personally liable to Selective or its shareholders for damages or breach of any
duty owed to Selective or its shareholders, except to the extent and for the
duration of any period of time such personal liability may not be eliminated or
limited under the Act.

      Section (b) of Article NINTH of our certificate of incorporation, and
Section 14A of our By-Laws provide generally that each person who was or is made
a party to or involved in a pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, or any appeal therein
or any inquiry or investigation which could lead to such action, suit or
proceeding of Selective or any constituent corporation absorbed by Selective in
a consolidation or merger, or by reason of his/her having been a director,
officer, trustee, employee or agent of another entity serving as such at our
request, shall be indemnified and held harmless by Selective to the fullest
extent permitted by the Act, as amended (but, in the case of any amendments,
only to the extent such amendment permits Selective to provide broader
indemnification rights than the Act permitted prior to such amendment), from and
against any and all reasonable costs, disbursements and attorney's fees, and any
and all amounts paid or incurred in satisfaction of settlements, judgments,
fines and penalties, incurred or suffered in connection with any such
proceeding, and such indemnification shall continue as to a person who has
ceased to be a director, officer, trustee, employee or agent and shall inure to
the benefit of such person's heirs, executors, administrators and assigns;
provided, however, that, except as provided above, Selective shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
specifically authorized by its board of directors. Such provisions of the
certificate of incorporation and By-Laws of Selective provide, under certain
circumstances, for a right to be paid by Selective the expenses incurred in any
proceeding in advance of the final disposition of such proceeding as authorized
by the board of directors. Further, Selective is authorized to purchase and
maintain insurance on behalf of any director, officer, employee or agent of the
Company against any expenses incurred and any liabilities asserted against
him/her in any proceeding by reason of such person having been a director,
officer, employee or agent, whether or not Selective would have the power to
indemnify such person.

      The directors and officers of the Company are insured by policies
purchased by the Company against liabilities and expenses incurred in their
capacity as directors or officers.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.
Exhibit
Number                              Description
------                              -----------
4.1         Restated Certificate of Incorporation of Selective Insurance Group,
            Inc., as amended (incorporated by reference to Exhibit 3.1 to the
            Registrant's Annual Report on Form 10-K for the year ended December
            31, 1997, Commission file no. 0-8641).

4.2         By-Laws of Selective Insurance Group, Inc., as amended (incorporated
            by reference to Exhibit 3.2 to the Registrant's Annual Report on
            Form 10-K for the fiscal year ended December 31, 2001, Commission
            file no. 0-8641).

4.3         Selective Insurance Group, Inc. Stock Option Plan III (incorporated
            by reference to Exhibit A to the Registrant's proxy statement for
            its 2002 Annual Meeting of Stockholders, filed with the Securities
            and Exchange Commission on April 1, 2002).

5*          Opinion of Drinker Biddle & Shanley LLP

23.1*       Consent of Drinker Biddle & Shanley LLP (included in Exhibit 5).

23.2*       Consent of KPMG LLP

24*         Powers of Attorney
* Filed herewith.

ITEM 9.     UNDERTAKINGS.

            (a)  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 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. 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 end 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 twenty percent (20%)
                        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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.

            (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's 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 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.

            (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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, unless in
the opinion of its counsel that 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.
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 Borough of Branchville, in the State of New Jersey, on the
21st day of May, 2002.

                                         SELECTIVE INSURANCE GROUP, INC.

                                         By: /s/ Gregory E. Murphy
                                            ----------------------
                                            Gregory E. Murphy
                                            Chairman of the Board, President and
                                            Chief Executive Officer

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:
Signatures                  Title                      Date
          ----------                  -----                      ----
/s/ Gregory E. Murphy          Chairman of the              May 21, 2002
---------------------------      Board, President,
   Gregory E. Murphy             Chief Executive
                                 Officer and Director
                                 (principal executive
                                 officer)

  /s/ Dale A. Thatcher           Senior Vice                  May 21, 2002
---------------------------      President and Chief
Dale A. Thatcher                 Financial Officer
                                 (principal
                                 accounting and
                                 financial officer)

            *
---------------------------      Director                     May 7, 2002
Paul D. Bauer

            *
---------------------------      Director                     May 7, 2002
A. David Brown

            *
---------------------------      Director                     May 7, 2002
William A. Dolan, II

            *
---------------------------      Director                     May 7, 2002
C. Edward Herder

            *
---------------------------      Director                     May 7, 2002
William M. Kearns, Jr.

                                 Director                     May 7, 2002
            *
---------------------------
Joan Lamm-Tennant, Ph.D.
*
---------------------------      Director                     May 7, 2002
S. Griffin McClellan, III

            *
---------------------------      Director                     May 7, 2002
William M. Rue

                                 Director                     May 7, 2002
            *
---------------------------
Thomas D. Sayles

            *
---------------------------      Director                     May 7, 2002
J. Brian Thebault
* Gregory E. Murphy hereby signs this Registration Statement on Form S-8 on
behalf of each of the indicated persons for whom he is attorney-in-fact on
May 21, 2002 pursuant to a power of attorney filed herewith.

                                    By:   /s/ Gregory E. Murphy
                                          ---------------------------
                                          Gregory E. Murphy
                                          Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT
NUMBER                           DESCRIPTION
------                           -----------
5                      Opinion of Drinker Biddle & Shanley LLP

23.1                   Consent of Drinker Biddle & Shanley LLP
                       (included in Exhibit 5)

23.2                   Consent of KPMG LLP

24                     Powers of Attorney