Filed With the Securities and Exhange  Commission on August 7, 2000 Registration
No.

                                            UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              ARGONAUT GROUP, INC.
                           (Exact name of issuer as specified in its charter)

                               DELAWARE 95-4057601
                (State of other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

               250 MIDDLEFIELD ROAD, MENLO PARK, CALIFORNIA 94025
               (Address of Principal Executive Offices) (Zip Code)

                              ARGONAUT GROUP, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of the Plan)
 JAMES B HALLIDAY                            Copies to:
 Vice President and Treasurer                Edmund M. Kaufman, Esq.
 Argonaut Group, Inc.                        Richard C. Wirthlin, Esq.
 250 Middlefield Road                        Irell & Manella  LLP
 Menlo Park, California   94025              1800 Avenue of the Stars, Ste. 900
 Telephone:  (650) 858-6600                  Los Angeles, California   90067
 (Name and address of agent for service)     Telephone:  (310) 277-1010

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
                          Proposed     Proposed
Title of                               Maximum           Maximum
Securities                 Amount      Offering          Aggregate  Amount of
to be                      to be       Price             Offering   Registration
Registered                 Registered  per Share (1)     Price      Fee
------------------------------------------------------------------------

Common Stock Issuable        500,000   $14.750         $ 7,375,000  $1,947.00
upon exercise of options     shares
and/or stock appreciation
rights
-------------------------------------------------------------------------------
(1) Estimated  solely for the purpose of calculating th e registration  fee. The
fee has been calculated pursuant to Rule 457(g) based upon the closing price per
share of the  Registrant's  Common Stock on the NASDAQ National Market System on
August  1,  2000,  a date  within  15 days  prior to the date of  filing of this
Registration Statement.
<PAGE>




                                EXPLANATORY NOTE

Argonaut   Group,   Inc.  (the  "Company")   filed   registration statements on
Form S-8 on February 13, 1987 (Reg. No. 33-12034), on December 9, 1997 (Reg. No.
333-10712) and on August 27, 1999 (Reg. No. 333-86101) (collectively, the
"Previous Registrations")relating to the registration of shares of common stock,
$0.10 par value per share ("Common Stock"), of the Company.

                  Pursuant  to  General   Instruction   E  of  Form  S-8,   this
Registration  Statement on Form S-8 (the "Registration  Statement") registers an
additional  500,000  shares of the Company's  Common Stock which may be acquired
upon the exercise of stock options granted to employees of the Company.

                  The  Previous   Registrations   are  hereby   incorporated  by
reference pursuant to General Instruction E of Form S-8.

<PAGE>



                                     PART II

Item 1.  Incorporation of Documents by Reference.

         The  documents  listed in (a)  through  (d) below are  incorporated  by
reference  in  this   Registration   Statement.   In  addition,   all  documents
subsequently  filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior to the  filing  of a  post-effective  amendment  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 part  hereof  from the date of filing of such
documents:

(a) The annual report on Form 10-K of the Registrant for the year ended December
31, 1999. The discussion of the Registrant's  consolidated  operating results on
page 7 of the Form 10-Q of the Registrant  for the quarterly  period ended March
31, 2000 incorporated  herein by reference and the discussion of commitments and
contingencies  on page 8 of the Form 10-Q of the  Registrant  for the  quarterly
period ended June 30, 2000  incorporated  herein by reference  should be read in
conjunction  with the audited  consolidated  financial  statements  incorporated
herein by reference.

     (b) The quarterly  reports on Form 10-Q of the  Registrant for the quarters
ended March 31, 2000 and June 30, 2000.

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

         (d)  The  descriptions  of the  Registrant's  Common  Stock  which  are
contained in the Registrant's  registration statements filed under Section 12 of
the Exchange Act,  including any  amendments or reports filed for the purpose of
updating such descriptions.

         Any statement contained herein or 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 subsequently  filed document  pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act which also is incorporated
or deemed to be  incorporated  herein by reference  modifies or supersedes  such
prior  statement.  Any statement so modified or superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

<PAGE>


                                Item 8. EXHIBITS.



       -------------------------- ---------------------------------------------
                EXHIBIT
                NUMBER                                         DESCRIPTION
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                   5              Legal Opinion of Irell & Manella LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.1             Consent of Independent Public Accountants -
                                  Arthur Andersen LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.2             Consent of Irell & Manella LLP (included in
                                  legal opinion filed as Exhibit 5)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                  24              Power of Attorney (included on the signature
                                  pages filed herewith)
       -------------------------- ---------------------------------------------
         (1) Filed herewith





                                   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 Menlo Park, State of California, on August 3, 2000.


                                                     ARGONAUT GROUP, INC.



                                                   By  /s/ Mark E. Watson, III
                                                   Mark E. Watson, III
                                                   President and Director
                                                  (Principal Executive Officer)




<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of Argonaut Group,
Inc., a Delaware  corporation,  do hereby constitute and appoint Mark E. Watson,
III and James B  Halliday,  and each of them,  the lawful  attorney-in-fact  and
agent,  with full power and  authority  to do any and all acts and things and to
execute any and all instruments  which said attorney and agent  determines to be
necessary or advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulations or requirements
of the  Commission  in  connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements  to this  Registration  Statement and to any and all  instruments or
documents filed as part of or in connection with this Registration  Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and  confirms all that said  attorney-in-fact  and agent shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of August 3, 2000.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed by the following persons on August
3, 2000 in the capacities indicated.

SIGNATURE                                                 TITLE
---------                                                 -----
/s/ Mark E. Watson, III                            President and Director
------------------------------------
Mark E. Watson, III                               (Principal Executive Officer)
/s/ James B Halliday                                Vice President and Treasurer
--------------------------------------------
James B Halliday                                  (Principal Accounting Officer)
/s/ Jerrold V. Jerome                                     Director
--------------------------------------------
Jerrold V. Jerome
/s/ Judith R. Nelson                                      Director
--------------------------------------------
Judith R. Nelson
/s/ John R. Power, Jr.                                    Director
--------------------------------------------
John R. Power, Jr.

SIGNATURE                                                 TITLE
/s/ George A. Roberts                                     Director
--------------------------------------------
George A. Roberts

/s/ Gary V. Woods                                         Director
--------------------------------------------
Gary V. Woods



<PAGE>






                                            LIST OF EXHIBITS



       -------------------------- ---------------------------------------------
                EXHIBIT
                NUMBER                                         DESCRIPTION
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                   5              Legal Opinion of Irell & Manella LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.1             Consent of Independent Public Accountants -
                                  Arthur Andersen LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.2             Consent of Irell & Manella LLP (included in
                                  legal opinion filed as Exhibit 5)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                  24              Power of Attorney (included on the signature
                                  pages filed herewith)
       -------------------------- ---------------------------------------------

         (1) Filed herewith




<PAGE>


                                                                     EXHIBIT 5


                      LEGAL OPINION OF IRELL & MANELLA LLP
                       [LETTERHEAD OF IRELL & MANELLA LLP]
                                 August 3, 2000




Argonaut Group, Inc.
250 Middlefield Road
Menlo Park, California 94025


Ladies and Gentlemen:
         We  have  acted  as  counsel  for  Argonaut  Group,  Inc.,  a  Delaware
corporation  (the  "Company"),  in connection  with the proposed filing with the
Securities  and  Exchange  Commission  expected to be made on or about August 3,
2000 under the Securities Act of 1933, as amended,  of a Registration  Statement
on Form  S-8 (the  "Registration  Statement")  for the  purpose  of  registering
500,000  shares of the Company's  Common  Stock,  par value $0.10 per share (the
"Shares").

         As your counsel in connection with this  transaction,  we have examined
such matters and  documents  as we have deemed  necessary or relevant as a basis
for this opinion.

         Based on these  examinations,  it is our opinion that the Shares,  when
issued and paid for in the manner  referred  to in the  Registration  Statement,
will be legally and validly issued, fully-paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                                              Very truly yours,

                                                       /s/ Irell & Manella  LLP
                                                            Irell & Manella LLP



<PAGE>


                                                                 EXHIBIT 23.1


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this Registration Statement on Form S-8 of our report dated January
21, 2000,  incorporated by reference in Argonaut Group, Inc.'s Form 10-K for the
year ended December 31, 1999, and to all references to our firm included in this
Registration Statement.


 /s/ Arthur Andersen LLP
San Francisco, California
August 3, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 AMENDED AND RESTATED STOCK OPTION PLAN", "secsgml_size_bytes": 15159}]
{"company-data": {"conformed-name": "ARGONAUT GROUP INC", "cik": "0000800082", "assigned-sic": "6331", "irs-number": "954057601", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43230", "film-number": "687723"}, "business-address": {"street1": "250 MIDDLEFIELD ROAD", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "650.858.6600"}, "mail-address": {"street1": "250 MIDDLEFIELD ROAD", "city": "MENCO PARK", "state": "CA", "zip": "94025"}}
Filed With the Securities and Exhange  Commission on August 7, 2000 Registration
No.

                                            UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              ARGONAUT GROUP, INC.
                           (Exact name of issuer as specified in its charter)

                               DELAWARE 95-4057601
                (State of other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

               250 MIDDLEFIELD ROAD, MENLO PARK, CALIFORNIA 94025
               (Address of Principal Executive Offices) (Zip Code)

                              ARGONAUT GROUP, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of the Plan)
 JAMES B HALLIDAY                            Copies to:
 Vice President and Treasurer                Edmund M. Kaufman, Esq.
 Argonaut Group, Inc.                        Richard C. Wirthlin, Esq.
 250 Middlefield Road                        Irell & Manella  LLP
 Menlo Park, California   94025              1800 Avenue of the Stars, Ste. 900
 Telephone:  (650) 858-6600                  Los Angeles, California   90067
 (Name and address of agent for service)     Telephone:  (310) 277-1010

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
                          Proposed     Proposed
Title of                               Maximum           Maximum
Securities                 Amount      Offering          Aggregate  Amount of
to be                      to be       Price             Offering   Registration
Registered                 Registered  per Share (1)     Price      Fee
------------------------------------------------------------------------

Common Stock Issuable        500,000   $14.750         $ 7,375,000  $1,947.00
upon exercise of options     shares
and/or stock appreciation
rights
-------------------------------------------------------------------------------
(1) Estimated  solely for the purpose of calculating th e registration  fee. The
fee has been calculated pursuant to Rule 457(g) based upon the closing price per
share of the  Registrant's  Common Stock on the NASDAQ National Market System on
August  1,  2000,  a date  within  15 days  prior to the date of  filing of this
Registration Statement.
EXPLANATORY NOTE

Argonaut   Group,   Inc.  (the  "Company")   filed   registration statements on
Form S-8 on February 13, 1987 (Reg. No. 33-12034), on December 9, 1997 (Reg. No.
333-10712) and on August 27, 1999 (Reg. No. 333-86101) (collectively, the
"Previous Registrations")relating to the registration of shares of common stock,
$0.10 par value per share ("Common Stock"), of the Company.

                  Pursuant  to  General   Instruction   E  of  Form  S-8,   this
Registration  Statement on Form S-8 (the "Registration  Statement") registers an
additional  500,000  shares of the Company's  Common Stock which may be acquired
upon the exercise of stock options granted to employees of the Company.

                  The  Previous   Registrations   are  hereby   incorporated  by
reference pursuant to General Instruction E of Form S-8.
PART II

Item 1.  Incorporation of Documents by Reference.

         The  documents  listed in (a)  through  (d) below are  incorporated  by
reference  in  this   Registration   Statement.   In  addition,   all  documents
subsequently  filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior to the  filing  of a  post-effective  amendment  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 part  hereof  from the date of filing of such
documents:

(a) The annual report on Form 10-K of the Registrant for the year ended December
31, 1999. The discussion of the Registrant's  consolidated  operating results on
page 7 of the Form 10-Q of the Registrant  for the quarterly  period ended March
31, 2000 incorporated  herein by reference and the discussion of commitments and
contingencies  on page 8 of the Form 10-Q of the  Registrant  for the  quarterly
period ended June 30, 2000  incorporated  herein by reference  should be read in
conjunction  with the audited  consolidated  financial  statements  incorporated
herein by reference.

     (b) The quarterly  reports on Form 10-Q of the  Registrant for the quarters
ended March 31, 2000 and June 30, 2000.

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

         (d)  The  descriptions  of the  Registrant's  Common  Stock  which  are
contained in the Registrant's  registration statements filed under Section 12 of
the Exchange Act,  including any  amendments or reports filed for the purpose of
updating such descriptions.

         Any statement contained herein or 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 subsequently  filed document  pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act which also is incorporated
or deemed to be  incorporated  herein by reference  modifies or supersedes  such
prior  statement.  Any statement so modified or superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.
Item 8. EXHIBITS.

       -------------------------- ---------------------------------------------
                EXHIBIT
                NUMBER                                         DESCRIPTION
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                   5              Legal Opinion of Irell & Manella LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.1             Consent of Independent Public Accountants -
                                  Arthur Andersen LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.2             Consent of Irell & Manella LLP (included in
                                  legal opinion filed as Exhibit 5)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                  24              Power of Attorney (included on the signature
                                  pages filed herewith)
       -------------------------- ---------------------------------------------
         (1) Filed herewith

                                   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 Menlo Park, State of California, on August 3, 2000.

                                                     ARGONAUT GROUP, INC.

                                                   By  /s/ Mark E. Watson, III
                                                   Mark E. Watson, III
                                                   President and Director
                                                  (Principal Executive Officer)
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of Argonaut Group,
Inc., a Delaware  corporation,  do hereby constitute and appoint Mark E. Watson,
III and James B  Halliday,  and each of them,  the lawful  attorney-in-fact  and
agent,  with full power and  authority  to do any and all acts and things and to
execute any and all instruments  which said attorney and agent  determines to be
necessary or advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulations or requirements
of the  Commission  in  connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements  to this  Registration  Statement and to any and all  instruments or
documents filed as part of or in connection with this Registration  Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and  confirms all that said  attorney-in-fact  and agent shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of August 3, 2000.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed by the following persons on August
3, 2000 in the capacities indicated.

SIGNATURE                                                 TITLE
---------                                                 -----
/s/ Mark E. Watson, III                            President and Director
------------------------------------
Mark E. Watson, III                               (Principal Executive Officer)
/s/ James B Halliday                                Vice President and Treasurer
--------------------------------------------
James B Halliday                                  (Principal Accounting Officer)
/s/ Jerrold V. Jerome                                     Director
--------------------------------------------
Jerrold V. Jerome
/s/ Judith R. Nelson                                      Director
--------------------------------------------
Judith R. Nelson
/s/ John R. Power, Jr.                                    Director
--------------------------------------------
John R. Power, Jr.

SIGNATURE                                                 TITLE
/s/ George A. Roberts                                     Director
--------------------------------------------
George A. Roberts

/s/ Gary V. Woods                                         Director
--------------------------------------------
Gary V. Woods
LIST OF EXHIBITS

       -------------------------- ---------------------------------------------
                EXHIBIT
                NUMBER                                         DESCRIPTION
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                   5              Legal Opinion of Irell & Manella LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.1             Consent of Independent Public Accountants -
                                  Arthur Andersen LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.2             Consent of Irell & Manella LLP (included in
                                  legal opinion filed as Exhibit 5)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                  24              Power of Attorney (included on the signature
                                  pages filed herewith)
       -------------------------- ---------------------------------------------

         (1) Filed herewith
EXHIBIT 5

                      LEGAL OPINION OF IRELL & MANELLA LLP
                       [LETTERHEAD OF IRELL & MANELLA LLP]
                                 August 3, 2000

Argonaut Group, Inc.
250 Middlefield Road
Menlo Park, California 94025

Ladies and Gentlemen:
         We  have  acted  as  counsel  for  Argonaut  Group,  Inc.,  a  Delaware
corporation  (the  "Company"),  in connection  with the proposed filing with the
Securities  and  Exchange  Commission  expected to be made on or about August 3,
2000 under the Securities Act of 1933, as amended,  of a Registration  Statement
on Form  S-8 (the  "Registration  Statement")  for the  purpose  of  registering
500,000  shares of the Company's  Common  Stock,  par value $0.10 per share (the
"Shares").

         As your counsel in connection with this  transaction,  we have examined
such matters and  documents  as we have deemed  necessary or relevant as a basis
for this opinion.

         Based on these  examinations,  it is our opinion that the Shares,  when
issued and paid for in the manner  referred  to in the  Registration  Statement,
will be legally and validly issued, fully-paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                                              Very truly yours,

                                                       /s/ Irell & Manella  LLP
                                                            Irell & Manella LLP
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this Registration Statement on Form S-8 of our report dated January
21, 2000,  incorporated by reference in Argonaut Group, Inc.'s Form 10-K for the
year ended December 31, 1999, and to all references to our firm included in this
Registration Statement.

 /s/ Arthur Andersen LLP
San Francisco, California
August 3, 2000