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, CA 94025
               (Address of Principal Executive Offices) (Zip Code)



                              ARGONAUT GROUP, INC.
                     NON-EMPLOYEE DIRECTOR 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      150,000      $14.750      $ 2,212,500   $584.10
upon exercise of options
-------------------------------------------------------------------------------
(1) Estimated  solely for the purpose of calculating the  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

         This registration statement on Form S-8 (this "Registration Statement")
registers  150,000  shares of common stock,  $0.10 par value per share  ("Common
Stock"),  of Argonaut Group, Inc. (the "Company") which may be acquired upon the
exercise  of stock  options  granted to  Directors  of the  Company  who are not
regular employees.


                                     PART I.


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Plan Annual Information.*

*Information  Required by Part I of Form S-8. The document(s)  setting forth the
information  specified  in Part I of this  Form  S-8  will be sent or  given  to
participants in the Non-Employee Director Stock Option Plan as specified by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
These  documents and the documents  incorporated by reference into this Form S-8
pursuant to Item 3 of Part II of this  Registration  Statement,  taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act and are on file at the Registrant's  principal  executive offices
and available without charge,  upon written or oral request to James B Halliday,
250 Middlefield Road, Menlo Park,  California 94025.  Telephone  requests may be
directed to James B Halliday at (650) 858-6600.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  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:
<PAGE>

(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 report on Forms 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 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General  Corporation Law ("DGCL")  provides
that a  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the  corporation or is or was serving at its request in such capacity in another
corporation or business  association,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with such  action,  suit or  proceeding  if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful.
<PAGE>

         Section  102(b)(7) of the DGCL permits a corporation  to provide in its
certificate of  incorporation  that a director of the  corporation  shall not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of fiduciary  duty as a director,  except for  liability  (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law,  (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

         As  permitted  by  Section  102(b)(7)  of the  DGCL,  Article  7 of the
Registrant's  Certificate of  Incorporation,  as amended,  provides that, to the
fullest  extent  permitted by the DGCL, no director of the  Registrant  shall be
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary duty as a director.

         As permitted by Section 145 of the DGCL,  Article 8 of the Registrant's
Certificate of Incorporation, as amended, provides that any person who was or is
involuntarily a party or is threatened to be made a party to or is involuntarily
involved  in any  action,  suit or  proceeding  by  reason of the fact that such
person or a person of whom such person is the legal  representative  is or was a
director or officer of the Registrant or is or was serving at the request of the
Registrant  as  a  director  or  officer  of  another  corporation,  or  as  its
representative in a partnership,  joint venture,  trust or other enterprise will
be  indemnified  and held  harmless  by the  Registrant  to the  fullest  extent
permitted  by the DGCL  against  all  expenses,  liability  and loss  reasonably
incurred or suffered by such person in connection therewith.

         As permitted by Section 145 of the DGCL,  Article 8 of the Registrant's
Bylaws  provides  that  any  person  who was or is  involuntarily  a party or is
threatened  to be made a party to or is  involuntarily  involved  in any action,
suit or  proceeding  by reason of the fact that such  person or a person of whom
such person is the legal  representative  is or was a director or officer of the
Registrant  or is or was serving at the request of the  Registrant as a director
or officer of another  corporation,  or as its  representative in a partnership,
joint venture,  trust or other  enterprise will be indemnified and held harmless
by the  Registrant  to the  fullest  extent  permitted  by the DGCL  against all
expenses,  liability and loss reasonably  incurred or suffered by such person in
connection therewith.

         In addition,  the Registrant maintains directors and officers liability
insurance policies.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

      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)
<PAGE>

      24    Power of Attorney (included on the signature pages filed herewith)

      99    Argonaut Group, Inc. Non-Employee Director Stock Option Plan(1)



(1)    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 this 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 this
          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
          Securities and Exchange Commission (the "Commission") pursuant to Rule
          424(b) if, in the aggregate, the changes in volume and price represent
          no more than a 20 percent  change in the  maximum  aggregate  offering
          price set forth in the "Calculation of Registration  Fee" table in the
          effective registration statement;

     (iii)To include any material  information  with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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
Exchange Act that are incorporated by reference in this 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 Section
         15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
         employee  benefit plan's annual report pursuant to Section 15(d) of the
         Exchange Act) that is  incorporated  by reference in this  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.

     c. 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  Commission,  such
     indemnification is against public policy as expressed in the Securities Act
     of 1933 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 the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction the question of whether such  indemnification by it is against
     public  policy  as  expressed  in the  Securities  Act of 1933  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 be  half  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-in-fact 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 Financial and
                                                       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.


<PAGE>



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

/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)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                  99              Argonaut Group, Inc. Non-Employee Director
                                  Stock Option Plan(1)
       -------------------------- ---------------------------------------------

         (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 7,
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
150,000  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





<PAGE>


                                                                   EXHIBIT 99


                              ARGONAUT GROUP, INC.
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


1.       Purpose.

         The  purpose  of this  Non-Employee  Director  Stock  Option  Plan (the
"Plan") of Argonaut Group, Inc., a Delaware  corporation (the "Company"),  is to
attract and retain  qualified and  competent  persons to serve as members of the
board of directors of the Company by providing a means  whereby such persons may
acquire  stock  ownership in the Company.  The Plan will provide a means whereby
such directors may purchase  shares of the Common Stock of the Company  pursuant
to options  which are not  "incentive  stock  options"  under Section 422 of the
Internal Revenue Code, as amended (the "Code").

2.       Administration.

         The Plan shall be administered by the Board of Directors of the Company
(the "Board of Directors") or by a Committee  selected by the Board of Directors
consisting of two or more persons,  to whom  administration of the Plan has been
duly  delegated (the  "Committee").  Any action of the Board of Directors or the
Committee  with  respect  to  administration  of the  Plan  shall  be taken by a
majority vote or written consent of its members.

         Subject  to the  provisions  of the  Plan,  the Board of  Directors  or
Committee  shall have authority (i) to construe and interpret the Plan,  (ii) to
define the terms used therein,  (iii) to prescribe,  amend and rescind rules and
regulations  relating  to the Plan,  and (iv) to make all  other  determinations
necessary or advisable for the  administration  of the Plan. All  determinations
and interpretations made by the Board of Directors or Committee shall be binding
and conclusive on all  participants in the Plan and their legal  representatives
and beneficiaries.

         The Board of Directors and the Committee  shall have no discretion with
respect to the selection of directors to receive  options,  the number of shares
subject to the Plan or to each option granted  hereunder,  or the purchase price
for shares  subject to option grants  hereunder.  The Board of Directors and the
Committee shall have no authority  (absent  stockholder  approval) to materially
increase benefits under the Plan.

3.       Shares Subject to the Plan.

         Subject to adjustment as provided in paragraph 15 hereof, the shares to
be offered under the Plan shall consist of the Company's authorized but unissued
Common Stock,  and the  aggregate  amount of such stock which may be issued upon
exercise of all options under the Plan shall not exceed  150,000 of such shares.
If any option  granted  under the Plan shall expire or terminate for any reason,
without having been exercised in full, the  unpurchased  shares subject  thereto
shall again be available for options to be granted under the Plan.

4.       Eligibility and Participation.

         Only  Directors  of the Company who are not  regular  employees  of the
Company ("Non-Employee Directors") are eligible to participate in the Plan.

5.       Schedule of Option Grants.

         Subject  to  paragraph  15,  grants  under  the  Plan  shall be made in
accordance with the following schedule:

                  (a) Initial Grants. Each Non-Employee  Director who is serving
on the date on which the  stockholders  of this Company  approve this Plan shall
receive an option to purchase 3,000 shares of Common Stock on such date.

                  (b) Annual  Grants.  Immediately  after each annual meeting of
stockholders of the Company  (beginning with the Company's 2001 annual meeting),
each  Non-Employee  Director  who is in office at such time  shall be granted an
option to purchase 3,000 shares of Common Stock.

                  (c) Grants to New Non-Employee Directors. Upon the appointment
or election to the Board of  Directors  of a  Non-Employee  Director who was not
previously a member of the Board of Directors,  such Non-Employee Director shall
be granted an option to  purchase  3,000  shares of Common  Stock on the date of
appointment or election; provided, however, a Non-Employee Director who is first
made a  member  of the  Board  of  Directors  in  connection  with  the  vote of
stockholders  of the  Company at its annual  meeting  shall not be  entitled  to
receive the grant described in this subparagraph (c).

6.       Duration of Options.

         Each option and all rights  associated  therewith shall expire ten (10)
years after the date on which such  option is  granted,  and shall be subject to
earlier termination as provided herein.

7.       Purchase Price.

         The purchase  price of the stock  covered by each option shall be equal
to one hundred percent (100%) of the fair market value of such stock on the date
the option is granted as  determined  in paragraph 9. The purchase  price of the
shares upon  exercise of an option shall be paid in full at the time of exercise
(i) in cash or by certified, cashier's or personal check payable to the order of
the Company or (ii) by delivery of shares of Common Stock of the Company already
owned by, and in the  possession of the option  holder  (subject to any required
holding  period  imposed by the Board of  Directors  or the  Committee),  or any
combination  thereof.  Shares of Common Stock used to satisfy the exercise price
of an  option  shall be  valued  at  their  fair  market  value  determined  (in
accordance  with  paragraph 9 hereof) as of the close of business on the date of
exercise (or if such date is not a business day, as of the close of the business
day immediately preceding such date).

8.       Exercise of Options.

         Subject to the other provisions of this Plan, each option granted under
this Plan shall become vested and  exercisable one year after the date of grant;
provided,  however,  upon the  occurrence  of a Change of  Control  (as  defined
below),  each option shall become immediately vested and exercisable.  No option
may be exercised for a fraction of a share and no partial exercise of any option
may be for less than one hundred (100) shares.

         For  purposes  of  this  Plan,  "Change  of  Control"  shall  mean  the
occurrence of any of the following:

         (i) Any "Person" or "Group" (as such terms are defined in Section 13(d)
of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and the rules and
regulations promulgated thereunder) is or becomes the "Beneficial Owner" (within
the meaning of Rule 13d-3 under the Exchange Act),  directly or  indirectly,  of
securities  of the  Company,  or of  any  entity  resulting  from  a  merger  or
consolidation involving the Company,  representing more than fifty percent (50%)
of the combined voting power of the then  outstanding  securities of the Company
or such entity.

         (ii) The individuals  who, as of the date that this Plan is approved by
the  stockholders  of the Company,  are members of the Board of  Directors  (the
"Existing  Directors"),  cease,  for any reason,  to constitute  more than fifty
percent (50%) of the number of authorized directors of the Company as determined
in the manner  prescribed  in the Company's  Certificate  of  Incorporation  and
Bylaws; provided,  however, that if the election, or nomination for election, by
the  Company's  stockholders  of any new  director  was approved by a vote of at
least fifty percent (50%) of the Existing Directors,  such new director shall be
considered an Existing Director;  provided further,  however, that no individual
shall be considered an Existing  Director if such individual  initially  assumed
office as a result of either an  actual or  threatened  "Election  Contest"  (as
described in Rule 14a-11  promulgated under the Exchange Act) or other actual or
threatened  solicitation  of  proxies  by or on behalf of anyone  other than the
Board (a "Proxy  Contest"),  including  by reason of any  agreement  intended to
avoid or settle any Election Contest or Proxy Contest.

         (iii) The consummation of (x) a merger, consolidation or reorganization
to which the  Company  is a party,  whether  or not the  Company  is the  Person
surviving or resulting therefrom,  or (y) a sale, assignment,  lease, conveyance
or other  disposition of all or substantially  all of the assets of the Company,
in one transaction or a series of related transactions, to any Person other than
the Company,  where any such transaction or series of related transactions as is
referred  to in clause  (x) or clause  (y) above in this  subparagraph  (iii) (a
"Transaction")  does not otherwise  result in a "Change in Control"  pursuant to
subparagraph (i) of this definition of "Change in Control";  provided,  however,
that no such  Transaction  shall  constitute  a "Change in  Control"  under this
subparagraph  (iii) if the  Persons  who were the  stockholders  of the  Company
immediately  before the  consummation  of such  Transaction  are the  Beneficial
Owners,  immediately  following the consummation of such  Transaction,  of fifty
percent  (50%) or more of the  combined  voting  power  of the then  outstanding
voting  securities  of the  Person  surviving  or  resulting  from  any  merger,
consolidation  or  reorganization  referred  to in  clause  (x)  above  in  this
subparagraph  (iii) or the  Person to whom the assets of the  Company  are sold,
assigned,  leased,  conveyed  or  disposed  of in any  transaction  or series of
related transactions referred in clause (y) above in this subparagraph (iii).

9.       Fair Market Value of Common Stock.

         The fair market value of a share of Common  Stock of the Company  shall
be determined  for purposes of the Plan by reference to the closing price on the
principal stock exchange on which such shares are then listed or, if such shares
are not then listed on an  exchange,  by  reference  to the closing  price (if a
National  Market  Issue) or the mean  between  the bid and asked price (if other
over-the-counter  issue) of a share as supplied by the National  Association  of
Securities  Dealers through NASDAQ (or its successor in function),  in each case
as  reported  by The Wall  Street  Journal,  for the date on which the option is
granted or  exercised,  or if such date is not a business  day, for the business
day  immediately  preceding  such date (or,  if for any  reason no such price is
available,  in such other manner as the Board of Directors or the  Committee may
deem appropriate to reflect the then fair market value thereof).

10.      Withholding Tax.

         Upon the  exercise  of  options,  the  Company  shall have the right to
require  the  participant  to pay the  Company the amount of any taxes which the
Company may be required to withhold (if any) with respect to such shares.

11.      Nontransferability.

         An  option   granted   under  the  Plan   shall,   by  its  terms,   be
non-transferable  by the option  holder,  either  voluntarily or by operation of
law,  otherwise than by will or the laws of descent and distribution,  and shall
be  exercisable  during  option  holder's  lifetime  only by the option  holder,
regardless  of any  community  property  interest  therein  of the spouse of the
option  holder,  or such spouse's  successors in interest.  If the spouse of the
option holder shall have acquired a community  property interest in such option,
the option holder, or the option holder's permitted successors in interest,  may
exercise  the  option  on  behalf of the  spouse  of the  option  holder or such
spouse's successors in interest.

12.      Holding of Stock After Exercise of Option.

         At the  discretion of the Board of Directors or  Committee,  any option
may provide that the option  holder,  by accepting  such option,  represents and
agrees, for the option holder and the option holder's permitted  transferees (by
will or the laws of descent and distribution), that none of the shares purchased
upon exercise of the option will be acquired  with a view to any sale,  transfer
or  distribution  of said shares in violation of the  Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, or any applicable
state  "blue  sky" laws,  and the person  entitled  to  exercise  the same shall
furnish  evidence  satisfactory  to the Company  (including a written and signed
representation)  to  that  effect  in form  and  substance  satisfactory  to the
Company,  including  an  indemnification  of the  Company  in the  event  of any
violation of the Securities Act of 1933 or state blue sky law by such person.

13.      Termination of Status as Non-Employee Director.

         If an option holder ceases to be a Non-Employee Director for any reason
any unvested  options held by such option holder shall  immediately  become void
and of no further  force or effect.  Any options which are vested as of the date
of cessation ("Termination Date") shall be exercisable for a period of three (3)
months after the Termination  Date to the extent  exercisable on the Termination
Date and shall thereafter  expire and be void and of no further force or effect;
provided,  however,  where  such  cessation  occurs  as a result  of the  option
holder's death or permanent and total disability  (within the meaning of Section
22(e)(3) of the Code), the vested portion of the option shall be exercisable for
one year following the Termination Date;  provided,  further,  in no event shall
any options be exercisable after the scheduled expiration date of such options.

14.      Privileges of Stock Ownership.

         No person  entitled to exercise any option granted under the Plan shall
have any of the rights or privileges of a stockholder  of the Company in respect
of any shares of stock issuable upon exercise of such option until  certificates
representing  such shares shall have been issued and delivered.  No shares shall
be issued and  delivered  upon the exercise of any option unless and until there
shall  have  been  full  compliance  with  all  applicable  requirements  of the
Securities Act of 1933 (whether by  registration  or  satisfaction  of exemption
conditions),  all applicable  listing  requirements  of any national  securities
exchange  on which  shares  of the same  class  are then  listed  and any  other
requirements of law or of any regulatory  bodies having  jurisdiction  over such
issuance and delivery.

15.      Adjustments.

         If the  outstanding  shares  of the  Common  Stock of the  Company  are
increased,  decreased,  changed into or exchanged for a different number or kind
of shares or securities of the Company through reorganization, recapitalization,
reclassification,  stock  dividend,  stock split,  reverse  stock split or other
similar transaction,  an appropriate and proportionate  adjustment shall be made
in the  maximum  number  and kind of shares as to which  options  may be granted
under this Plan pursuant to paragraph 3 and the numbers of options to be granted
pursuant to paragraph 5. A corresponding  adjustment changing the number or kind
of shares allocated to unexercised options or portions thereof, which shall have
been  granted  prior to any  such  change,  shall  likewise  be  made.  Any such
adjustment  in the  outstanding  options  shall be made  without  change  in the
aggregate purchase price applicable to the unexercised portion of the option but
with a  corresponding  adjustment  in the price for each shares or other unit of
any security covered by the option.

         Upon  the  dissolution  or  liquidation  of  the  Company,  or  upon  a
reorganization,  merger  or  consolidation  of the  Company  with  one  or  more
corporations as a result of which the Company is not the surviving  corporation,
or upon a sale of  substantially  all the  property or more than eighty  percent
(80%) of the then outstanding stock of the Company to another  corporation,  the
Plan shall  terminate,  and all  options  theretofore  granted  hereunder  shall
terminate.

         Notwithstanding the foregoing,  the Board of Directors or the Committee
may provide in writing in connection with such transaction for any or all of the
following  alternatives  (separately  or in  combinations):  (i) for the options
theretofore  granted  to  become  immediately  exercisable  notwithstanding  the
provisions of paragraph 8; (ii) for the assumption by the successor  corporation
of the options  theretofore  granted or the substitution by such corporation for
such options of new options covering the stock of the successor corporation,  or
a parent or subsidiary  thereof,  with appropriate  adjustments as to the number
and kind of shares and  prices;  (iii) for the  continuance  of the Plan by such
successor  corporation  in which  event  the Plan  and the  options  theretofore
granted  shall  continue in the manner and under the terms so provided;  or (iv)
for the payment in cash or stock in lieu of and in complete satisfaction of such
options.

         Adjustments  under  this  paragraph  15 shall  be made by the  Board of
Directors or Committee,  whose  determination  as to what  adjustments  shall be
made,  and the  extent  thereof,  shall be final,  binding  and  conclusive.  No
fractional  shares  of  stock  shall  be  issued  under  the  Plan  on any  such
adjustment.

16.      Amendment and Termination of Plan.

         The Board of  Directors  or the  Committee  may at any time  suspend or
terminate the Plan. The Board of Directors or the Committee may also at any time
amend or revise  the  terms of the  Plan,  provided  that no such  amendment  or
revision shall,  unless permitted under the provisions of paragraph 15 or unless
appropriate  stockholder approval of such amendment or revision is obtained, (i)
increase  the  maximum  number  of  shares  in the  aggregate  which may be sold
pursuant to options  granted under the Plan pursuant to paragraph 3, (ii) permit
the  granting of options to anyone  other than as provided in paragraph 4, (iii)
increase  the  number of options to be granted  pursuant  to  paragraph  5, (iv)
increase the maximum term of stock  options  provided for in paragraph 6, or (v)
change the purchase price of stock options set forth in paragraph 7.

17.      Effective Date of Plan.

         Effectiveness  of the Plan is subject to approval by the holders of the
outstanding  voting stock of the Company.  The Plan shall be deemed  approved by
the holders of the  outstanding  voting stock of the Company by the  affirmative
vote  of  the  holders  of a  majority  of the  voting  shares  of  the  Company
represented and voting at a duly held meeting at which a quorum is present.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 FILED FOR ARGONAUT GROUP, INC.", "secsgml_size_bytes": 42694}]
{"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": "333-43228", "film-number": "687707"}, "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, CA 94025
               (Address of Principal Executive Offices) (Zip Code)

                              ARGONAUT GROUP, INC.
                     NON-EMPLOYEE DIRECTOR 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      150,000      $14.750      $ 2,212,500   $584.10
upon exercise of options
-------------------------------------------------------------------------------
(1) Estimated  solely for the purpose of calculating the  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

         This registration statement on Form S-8 (this "Registration Statement")
registers  150,000  shares of common stock,  $0.10 par value per share  ("Common
Stock"),  of Argonaut Group, Inc. (the "Company") which may be acquired upon the
exercise  of stock  options  granted to  Directors  of the  Company  who are not
regular employees.

                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Plan Annual Information.*

*Information  Required by Part I of Form S-8. The document(s)  setting forth the
information  specified  in Part I of this  Form  S-8  will be sent or  given  to
participants in the Non-Employee Director Stock Option Plan as specified by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
These  documents and the documents  incorporated by reference into this Form S-8
pursuant to Item 3 of Part II of this  Registration  Statement,  taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act and are on file at the Registrant's  principal  executive offices
and available without charge,  upon written or oral request to James B Halliday,
250 Middlefield Road, Menlo Park,  California 94025.  Telephone  requests may be
directed to James B Halliday at (650) 858-6600.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  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 report on Forms 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 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General  Corporation Law ("DGCL")  provides
that a  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the  corporation or is or was serving at its request in such capacity in another
corporation or business  association,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with such  action,  suit or  proceeding  if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful.
Section  102(b)(7) of the DGCL permits a corporation  to provide in its
certificate of  incorporation  that a director of the  corporation  shall not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of fiduciary  duty as a director,  except for  liability  (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law,  (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

         As  permitted  by  Section  102(b)(7)  of the  DGCL,  Article  7 of the
Registrant's  Certificate of  Incorporation,  as amended,  provides that, to the
fullest  extent  permitted by the DGCL, no director of the  Registrant  shall be
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary duty as a director.

         As permitted by Section 145 of the DGCL,  Article 8 of the Registrant's
Certificate of Incorporation, as amended, provides that any person who was or is
involuntarily a party or is threatened to be made a party to or is involuntarily
involved  in any  action,  suit or  proceeding  by  reason of the fact that such
person or a person of whom such person is the legal  representative  is or was a
director or officer of the Registrant or is or was serving at the request of the
Registrant  as  a  director  or  officer  of  another  corporation,  or  as  its
representative in a partnership,  joint venture,  trust or other enterprise will
be  indemnified  and held  harmless  by the  Registrant  to the  fullest  extent
permitted  by the DGCL  against  all  expenses,  liability  and loss  reasonably
incurred or suffered by such person in connection therewith.

         As permitted by Section 145 of the DGCL,  Article 8 of the Registrant's
Bylaws  provides  that  any  person  who was or is  involuntarily  a party or is
threatened  to be made a party to or is  involuntarily  involved  in any action,
suit or  proceeding  by reason of the fact that such  person or a person of whom
such person is the legal  representative  is or was a director or officer of the
Registrant  or is or was serving at the request of the  Registrant as a director
or officer of another  corporation,  or as its  representative in a partnership,
joint venture,  trust or other  enterprise will be indemnified and held harmless
by the  Registrant  to the  fullest  extent  permitted  by the DGCL  against all
expenses,  liability and loss reasonably  incurred or suffered by such person in
connection therewith.

         In addition,  the Registrant maintains directors and officers liability
insurance policies.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

      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)

      99    Argonaut Group, Inc. Non-Employee Director Stock Option Plan(1)

(1)    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 this 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 this
          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
          Securities and Exchange Commission (the "Commission") pursuant to Rule
          424(b) if, in the aggregate, the changes in volume and price represent
          no more than a 20 percent  change in the  maximum  aggregate  offering
          price set forth in the "Calculation of Registration  Fee" table in the
          effective registration statement;

     (iii)To include any material  information  with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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
Exchange Act that are incorporated by reference in this 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 Section
         15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
         employee  benefit plan's annual report pursuant to Section 15(d) of the
         Exchange Act) that is  incorporated  by reference in this  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.

     c. 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  Commission,  such
     indemnification is against public policy as expressed in the Securities Act
     of 1933 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 the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction the question of whether such  indemnification by it is against
     public  policy  as  expressed  in the  Securities  Act of 1933  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 be  half  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-in-fact 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 Financial and
                                                       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
--------------------------------------------
George A. Roberts                                         Director

/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)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                  99              Argonaut Group, Inc. Non-Employee Director
                                  Stock Option Plan(1)
       -------------------------- ---------------------------------------------

         (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 7,
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
150,000  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
EXHIBIT 99

                              ARGONAUT GROUP, INC.
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1.       Purpose.

         The  purpose  of this  Non-Employee  Director  Stock  Option  Plan (the
"Plan") of Argonaut Group, Inc., a Delaware  corporation (the "Company"),  is to
attract and retain  qualified and  competent  persons to serve as members of the
board of directors of the Company by providing a means  whereby such persons may
acquire  stock  ownership in the Company.  The Plan will provide a means whereby
such directors may purchase  shares of the Common Stock of the Company  pursuant
to options  which are not  "incentive  stock  options"  under Section 422 of the
Internal Revenue Code, as amended (the "Code").

2.       Administration.

         The Plan shall be administered by the Board of Directors of the Company
(the "Board of Directors") or by a Committee  selected by the Board of Directors
consisting of two or more persons,  to whom  administration of the Plan has been
duly  delegated (the  "Committee").  Any action of the Board of Directors or the
Committee  with  respect  to  administration  of the  Plan  shall  be taken by a
majority vote or written consent of its members.

         Subject  to the  provisions  of the  Plan,  the Board of  Directors  or
Committee  shall have authority (i) to construe and interpret the Plan,  (ii) to
define the terms used therein,  (iii) to prescribe,  amend and rescind rules and
regulations  relating  to the Plan,  and (iv) to make all  other  determinations
necessary or advisable for the  administration  of the Plan. All  determinations
and interpretations made by the Board of Directors or Committee shall be binding
and conclusive on all  participants in the Plan and their legal  representatives
and beneficiaries.

         The Board of Directors and the Committee  shall have no discretion with
respect to the selection of directors to receive  options,  the number of shares
subject to the Plan or to each option granted  hereunder,  or the purchase price
for shares  subject to option grants  hereunder.  The Board of Directors and the
Committee shall have no authority  (absent  stockholder  approval) to materially
increase benefits under the Plan.

3.       Shares Subject to the Plan.

         Subject to adjustment as provided in paragraph 15 hereof, the shares to
be offered under the Plan shall consist of the Company's authorized but unissued
Common Stock,  and the  aggregate  amount of such stock which may be issued upon
exercise of all options under the Plan shall not exceed  150,000 of such shares.
If any option  granted  under the Plan shall expire or terminate for any reason,
without having been exercised in full, the  unpurchased  shares subject  thereto
shall again be available for options to be granted under the Plan.

4.       Eligibility and Participation.

         Only  Directors  of the Company who are not  regular  employees  of the
Company ("Non-Employee Directors") are eligible to participate in the Plan.

5.       Schedule of Option Grants.

         Subject  to  paragraph  15,  grants  under  the  Plan  shall be made in
accordance with the following schedule:

                  (a) Initial Grants. Each Non-Employee  Director who is serving
on the date on which the  stockholders  of this Company  approve this Plan shall
receive an option to purchase 3,000 shares of Common Stock on such date.

                  (b) Annual  Grants.  Immediately  after each annual meeting of
stockholders of the Company  (beginning with the Company's 2001 annual meeting),
each  Non-Employee  Director  who is in office at such time  shall be granted an
option to purchase 3,000 shares of Common Stock.

                  (c) Grants to New Non-Employee Directors. Upon the appointment
or election to the Board of  Directors  of a  Non-Employee  Director who was not
previously a member of the Board of Directors,  such Non-Employee Director shall
be granted an option to  purchase  3,000  shares of Common  Stock on the date of
appointment or election; provided, however, a Non-Employee Director who is first
made a  member  of the  Board  of  Directors  in  connection  with  the  vote of
stockholders  of the  Company at its annual  meeting  shall not be  entitled  to
receive the grant described in this subparagraph (c).

6.       Duration of Options.

         Each option and all rights  associated  therewith shall expire ten (10)
years after the date on which such  option is  granted,  and shall be subject to
earlier termination as provided herein.

7.       Purchase Price.

         The purchase  price of the stock  covered by each option shall be equal
to one hundred percent (100%) of the fair market value of such stock on the date
the option is granted as  determined  in paragraph 9. The purchase  price of the
shares upon  exercise of an option shall be paid in full at the time of exercise
(i) in cash or by certified, cashier's or personal check payable to the order of
the Company or (ii) by delivery of shares of Common Stock of the Company already
owned by, and in the  possession of the option  holder  (subject to any required
holding  period  imposed by the Board of  Directors  or the  Committee),  or any
combination  thereof.  Shares of Common Stock used to satisfy the exercise price
of an  option  shall be  valued  at  their  fair  market  value  determined  (in
accordance  with  paragraph 9 hereof) as of the close of business on the date of
exercise (or if such date is not a business day, as of the close of the business
day immediately preceding such date).

8.       Exercise of Options.

         Subject to the other provisions of this Plan, each option granted under
this Plan shall become vested and  exercisable one year after the date of grant;
provided,  however,  upon the  occurrence  of a Change of  Control  (as  defined
below),  each option shall become immediately vested and exercisable.  No option
may be exercised for a fraction of a share and no partial exercise of any option
may be for less than one hundred (100) shares.

         For  purposes  of  this  Plan,  "Change  of  Control"  shall  mean  the
occurrence of any of the following:

         (i) Any "Person" or "Group" (as such terms are defined in Section 13(d)
of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and the rules and
regulations promulgated thereunder) is or becomes the "Beneficial Owner" (within
the meaning of Rule 13d-3 under the Exchange Act),  directly or  indirectly,  of
securities  of the  Company,  or of  any  entity  resulting  from  a  merger  or
consolidation involving the Company,  representing more than fifty percent (50%)
of the combined voting power of the then  outstanding  securities of the Company
or such entity.

         (ii) The individuals  who, as of the date that this Plan is approved by
the  stockholders  of the Company,  are members of the Board of  Directors  (the
"Existing  Directors"),  cease,  for any reason,  to constitute  more than fifty
percent (50%) of the number of authorized directors of the Company as determined
in the manner  prescribed  in the Company's  Certificate  of  Incorporation  and
Bylaws; provided,  however, that if the election, or nomination for election, by
the  Company's  stockholders  of any new  director  was approved by a vote of at
least fifty percent (50%) of the Existing Directors,  such new director shall be
considered an Existing Director;  provided further,  however, that no individual
shall be considered an Existing  Director if such individual  initially  assumed
office as a result of either an  actual or  threatened  "Election  Contest"  (as
described in Rule 14a-11  promulgated under the Exchange Act) or other actual or
threatened  solicitation  of  proxies  by or on behalf of anyone  other than the
Board (a "Proxy  Contest"),  including  by reason of any  agreement  intended to
avoid or settle any Election Contest or Proxy Contest.

         (iii) The consummation of (x) a merger, consolidation or reorganization
to which the  Company  is a party,  whether  or not the  Company  is the  Person
surviving or resulting therefrom,  or (y) a sale, assignment,  lease, conveyance
or other  disposition of all or substantially  all of the assets of the Company,
in one transaction or a series of related transactions, to any Person other than
the Company,  where any such transaction or series of related transactions as is
referred  to in clause  (x) or clause  (y) above in this  subparagraph  (iii) (a
"Transaction")  does not otherwise  result in a "Change in Control"  pursuant to
subparagraph (i) of this definition of "Change in Control";  provided,  however,
that no such  Transaction  shall  constitute  a "Change in  Control"  under this
subparagraph  (iii) if the  Persons  who were the  stockholders  of the  Company
immediately  before the  consummation  of such  Transaction  are the  Beneficial
Owners,  immediately  following the consummation of such  Transaction,  of fifty
percent  (50%) or more of the  combined  voting  power  of the then  outstanding
voting  securities  of the  Person  surviving  or  resulting  from  any  merger,
consolidation  or  reorganization  referred  to in  clause  (x)  above  in  this
subparagraph  (iii) or the  Person to whom the assets of the  Company  are sold,
assigned,  leased,  conveyed  or  disposed  of in any  transaction  or series of
related transactions referred in clause (y) above in this subparagraph (iii).

9.       Fair Market Value of Common Stock.

         The fair market value of a share of Common  Stock of the Company  shall
be determined  for purposes of the Plan by reference to the closing price on the
principal stock exchange on which such shares are then listed or, if such shares
are not then listed on an  exchange,  by  reference  to the closing  price (if a
National  Market  Issue) or the mean  between  the bid and asked price (if other
over-the-counter  issue) of a share as supplied by the National  Association  of
Securities  Dealers through NASDAQ (or its successor in function),  in each case
as  reported  by The Wall  Street  Journal,  for the date on which the option is
granted or  exercised,  or if such date is not a business  day, for the business
day  immediately  preceding  such date (or,  if for any  reason no such price is
available,  in such other manner as the Board of Directors or the  Committee may
deem appropriate to reflect the then fair market value thereof).

10.      Withholding Tax.

         Upon the  exercise  of  options,  the  Company  shall have the right to
require  the  participant  to pay the  Company the amount of any taxes which the
Company may be required to withhold (if any) with respect to such shares.

11.      Nontransferability.

         An  option   granted   under  the  Plan   shall,   by  its  terms,   be
non-transferable  by the option  holder,  either  voluntarily or by operation of
law,  otherwise than by will or the laws of descent and distribution,  and shall
be  exercisable  during  option  holder's  lifetime  only by the option  holder,
regardless  of any  community  property  interest  therein  of the spouse of the
option  holder,  or such spouse's  successors in interest.  If the spouse of the
option holder shall have acquired a community  property interest in such option,
the option holder, or the option holder's permitted successors in interest,  may
exercise  the  option  on  behalf of the  spouse  of the  option  holder or such
spouse's successors in interest.

12.      Holding of Stock After Exercise of Option.

         At the  discretion of the Board of Directors or  Committee,  any option
may provide that the option  holder,  by accepting  such option,  represents and
agrees, for the option holder and the option holder's permitted  transferees (by
will or the laws of descent and distribution), that none of the shares purchased
upon exercise of the option will be acquired  with a view to any sale,  transfer
or  distribution  of said shares in violation of the  Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, or any applicable
state  "blue  sky" laws,  and the person  entitled  to  exercise  the same shall
furnish  evidence  satisfactory  to the Company  (including a written and signed
representation)  to  that  effect  in form  and  substance  satisfactory  to the
Company,  including  an  indemnification  of the  Company  in the  event  of any
violation of the Securities Act of 1933 or state blue sky law by such person.

13.      Termination of Status as Non-Employee Director.

         If an option holder ceases to be a Non-Employee Director for any reason
any unvested  options held by such option holder shall  immediately  become void
and of no further  force or effect.  Any options which are vested as of the date
of cessation ("Termination Date") shall be exercisable for a period of three (3)
months after the Termination  Date to the extent  exercisable on the Termination
Date and shall thereafter  expire and be void and of no further force or effect;
provided,  however,  where  such  cessation  occurs  as a result  of the  option
holder's death or permanent and total disability  (within the meaning of Section
22(e)(3) of the Code), the vested portion of the option shall be exercisable for
one year following the Termination Date;  provided,  further,  in no event shall
any options be exercisable after the scheduled expiration date of such options.

14.      Privileges of Stock Ownership.

         No person  entitled to exercise any option granted under the Plan shall
have any of the rights or privileges of a stockholder  of the Company in respect
of any shares of stock issuable upon exercise of such option until  certificates
representing  such shares shall have been issued and delivered.  No shares shall
be issued and  delivered  upon the exercise of any option unless and until there
shall  have  been  full  compliance  with  all  applicable  requirements  of the
Securities Act of 1933 (whether by  registration  or  satisfaction  of exemption
conditions),  all applicable  listing  requirements  of any national  securities
exchange  on which  shares  of the same  class  are then  listed  and any  other
requirements of law or of any regulatory  bodies having  jurisdiction  over such
issuance and delivery.

15.      Adjustments.

         If the  outstanding  shares  of the  Common  Stock of the  Company  are
increased,  decreased,  changed into or exchanged for a different number or kind
of shares or securities of the Company through reorganization, recapitalization,
reclassification,  stock  dividend,  stock split,  reverse  stock split or other
similar transaction,  an appropriate and proportionate  adjustment shall be made
in the  maximum  number  and kind of shares as to which  options  may be granted
under this Plan pursuant to paragraph 3 and the numbers of options to be granted
pursuant to paragraph 5. A corresponding  adjustment changing the number or kind
of shares allocated to unexercised options or portions thereof, which shall have
been  granted  prior to any  such  change,  shall  likewise  be  made.  Any such
adjustment  in the  outstanding  options  shall be made  without  change  in the
aggregate purchase price applicable to the unexercised portion of the option but
with a  corresponding  adjustment  in the price for each shares or other unit of
any security covered by the option.

         Upon  the  dissolution  or  liquidation  of  the  Company,  or  upon  a
reorganization,  merger  or  consolidation  of the  Company  with  one  or  more
corporations as a result of which the Company is not the surviving  corporation,
or upon a sale of  substantially  all the  property or more than eighty  percent
(80%) of the then outstanding stock of the Company to another  corporation,  the
Plan shall  terminate,  and all  options  theretofore  granted  hereunder  shall
terminate.

         Notwithstanding the foregoing,  the Board of Directors or the Committee
may provide in writing in connection with such transaction for any or all of the
following  alternatives  (separately  or in  combinations):  (i) for the options
theretofore  granted  to  become  immediately  exercisable  notwithstanding  the
provisions of paragraph 8; (ii) for the assumption by the successor  corporation
of the options  theretofore  granted or the substitution by such corporation for
such options of new options covering the stock of the successor corporation,  or
a parent or subsidiary  thereof,  with appropriate  adjustments as to the number
and kind of shares and  prices;  (iii) for the  continuance  of the Plan by such
successor  corporation  in which  event  the Plan  and the  options  theretofore
granted  shall  continue in the manner and under the terms so provided;  or (iv)
for the payment in cash or stock in lieu of and in complete satisfaction of such
options.

         Adjustments  under  this  paragraph  15 shall  be made by the  Board of
Directors or Committee,  whose  determination  as to what  adjustments  shall be
made,  and the  extent  thereof,  shall be final,  binding  and  conclusive.  No
fractional  shares  of  stock  shall  be  issued  under  the  Plan  on any  such
adjustment.

16.      Amendment and Termination of Plan.

         The Board of  Directors  or the  Committee  may at any time  suspend or
terminate the Plan. The Board of Directors or the Committee may also at any time
amend or revise  the  terms of the  Plan,  provided  that no such  amendment  or
revision shall,  unless permitted under the provisions of paragraph 15 or unless
appropriate  stockholder approval of such amendment or revision is obtained, (i)
increase  the  maximum  number  of  shares  in the  aggregate  which may be sold
pursuant to options  granted under the Plan pursuant to paragraph 3, (ii) permit
the  granting of options to anyone  other than as provided in paragraph 4, (iii)
increase  the  number of options to be granted  pursuant  to  paragraph  5, (iv)
increase the maximum term of stock  options  provided for in paragraph 6, or (v)
change the purchase price of stock options set forth in paragraph 7.

17.      Effective Date of Plan.

         Effectiveness  of the Plan is subject to approval by the holders of the
outstanding  voting stock of the Company.  The Plan shall be deemed  approved by
the holders of the  outstanding  voting stock of the Company by the  affirmative
vote  of  the  holders  of a  majority  of the  voting  shares  of  the  Company
represented and voting at a duly held meeting at which a quorum is present.