As filed with the Securities and Exchange Commission on: June 6, 1996
                                             Registration No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------


                      HARDING LAWSON ASSOCIATES GROUP, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                      68-0132062
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)


  7655 Redwood Boulevard, Novato, California          94945
- ----------------------------------------------       -------
(Address of principal executive offices)             (Zip Code)


                       1995 Executive Stock Incentive Plan
                            (Full title of the plan)


                               Donald L. Schreuder
                      President and Chief Executive Officer
            Harding Lawson Associates Group, Inc., 7655 Redwood Boulevard,
                              Novato, California 94945
                     (Name and address of agent for service)


                                  (415) 892-0821
   (Telephone number, including area code, of agent for service of process)




                         CALCULATION OF REGISTRATION FEE

Title of                           Proposed Max.     Proposed Max.    Amount of
Securities to        Amount to    Offering Price       Aggregate      Registra-
be Registered     be Registered   Price per Share   Price per Share   tion Fee

Common Stock,
$.01 par value       200,000       $6.28125 (1)     $1,256,250        $433.19


(1)      Estimated solely for the purpose of determining the  registration  fee,
         computed in accordance with Rule 457(h) and Rule 457(c) on the basis of
         the average of the reported high and low prices for the Common Stock on
         The Nasdaq National Market on June 4, 1996.



<PAGE>


                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *  Information  required by Part I to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the note to Part I of Form S-8.

                                     PART II

Item 3.  Incorporation of Documents by Reference

         The following documents filed by the Registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

a.   Annual  Report on Form 10-K for the fiscal  year  ended May 31,  1995 filed
     pursuant to Section 13 of the  Securities  Exchange Act of 1934, as amended
     (the "Exchange  Act");

b.   Quarterly  Reports on Form 10-Q for the  quarters  ended  August 31,  1995;
     November  30,  1995;  and February  29,  1996;

c.   The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registration Statement on Form 10 filed on August 29, 1987 under Section 12
     of the  Exchange  Act,  including  any  amendment  or report  filed for the
     purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment which indicates that all securities  offered hereby have been sold, or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  in this  Registration  Statement,  and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interest of Named Experts and Counsel

         Not applicable.
<PAGE>
Item 6.  Indemnification of Directors and Officers

         The Delaware General  Corporation Law provides for the  indemnification
of officers and directors under certain conditions.  The Restated Certificate of
Incorporation and Bylaws of the Registrant permit  indemnification  of directors
and  officers to the maximum  extent  permitted  by Delaware  law.  The Restated
Certificate of Incorporation  contains a provision which eliminates the personal
liability  of  directors  of the  Registrant  for  monetary  damages for certain
breaches of fiduciary  duty, as permitted by Section  102(b) (7) of the Delaware
General  Corporation  Law. The Registrant has also entered into  indemnification
agreements with its executive officers and directors by which the Registrant has
agreed to provide  indemnification  to them  under  certain  circumstances.  The
Registrant  has in effect  director  and officer  liability  insurance  policies
indemnifying the Registrant and the officers and directors of the Registrant and
officers and directors of the Registrant's  subsidiaries  within specific limits
for  certain  liabilities  incurred  by  reason of their  being or  having  been
directors  or  officers.  The  Registrant  pays the  entire  premium  for  these
policies.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Index to Exhibits.

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any  prospectus required by section 10(a)(3)of
        the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement.


<PAGE>

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 13(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         (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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel 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 Act and will
be governed by the final adjudication of such issue.




<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Novato, California, on this 5th day of June, 1996.


                               HARDING LAWSON ASSOCIATES GROUP, INC.



                               By /s/ Donald L. Schreuder
                                  Donald L. Schreuder
                                  President and
                                  Chief Executive Officer


                                Power of Attorney

         Each  person  whose  signature   appears  below  on  this  Registration
Statement  hereby  constitutes  and appoints  Donald L. Schreuder and Gregory A.
Thornton  and each of them,  with full power to act without the other,  his true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

<PAGE>


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


   Signature                     Title                                 Date

/s/ Donald L. Schreuder     President and Chief Executive Officer     6-5-96
Donald L. Schreuder         (Principal Executive Officer)

/s/ Gregory A. Thornton     Vice President, Chief Financial           6-5-96
Gregory A. Thornton         Officer and Treasurer (Principal
                            Financial and Accounting Officer)

/s/ Richard D. Puntillo     Chairman of the Board of Directors        5-28-96
Richard D. Puntillo

/s/ Richard S. Harding      Director and Chairman Emeritus            5-28-96
Richard S. Harding

/s/ James M. Edgar          Director                                  6-2-96
James M. Edgar

/s/ Stuart F. Platt         Director                                  6-4-96
Stuart F. Platt

/s/ Barton W. Shackelford   Director                                  6-3-96
Barton W. Shackelford




<PAGE>


                                  EXHIBIT INDEX

Exhibit
  No.                                   Exhibit Name

5                       Opinion of Counsel; Bronson, Bronson & McKinnon
23.1                    Consent of Ernst & Young LLP, Independent Auditors
23.2                    Consent of Counsel (See Exhibit 5)
24                      Power of Attorney (see signature pages)
99                      1995 Executive Stock Incentive Plan
[{"type": "S-8", "sequence": "1", "description": "1995 EXECUTIVE STOCK INCENTIVE PLAN", "secsgml_size_bytes": 12838}]
{"company-data": {"conformed-name": "HARDING ASSOCIATES INC", "cik": "0000818968", "assigned-sic": "4955", "irs-number": "680132062", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05339", "film-number": "96577511"}, "business-address": {"street1": "7655 REDWOOD BLVD", "city": "NOVATO", "state": "CA", "zip": "94945", "phone": "4158920821"}, "mail-address": {"street1": "7655 REDWOOD BLVD", "city": "NOVATO", "state": "CA", "zip": "94945"}}
As filed with the Securities and Exchange Commission on: June 6, 1996
                                             Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                      HARDING LAWSON ASSOCIATES GROUP, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                      68-0132062
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

  7655 Redwood Boulevard, Novato, California          94945
- ----------------------------------------------       -------
(Address of principal executive offices)             (Zip Code)

                       1995 Executive Stock Incentive Plan
                            (Full title of the plan)

                               Donald L. Schreuder
                      President and Chief Executive Officer
            Harding Lawson Associates Group, Inc., 7655 Redwood Boulevard,
                              Novato, California 94945
                     (Name and address of agent for service)

                                  (415) 892-0821
   (Telephone number, including area code, of agent for service of process)

                         CALCULATION OF REGISTRATION FEE

Title of                           Proposed Max.     Proposed Max.    Amount of
Securities to        Amount to    Offering Price       Aggregate      Registra-
be Registered     be Registered   Price per Share   Price per Share   tion Fee

Common Stock,
$.01 par value       200,000       $6.28125 (1)     $1,256,250        $433.19

(1)      Estimated solely for the purpose of determining the  registration  fee,
         computed in accordance with Rule 457(h) and Rule 457(c) on the basis of
         the average of the reported high and low prices for the Common Stock on
         The Nasdaq National Market on June 4, 1996.
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *  Information  required by Part I to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the note to Part I of Form S-8.

                                     PART II

Item 3.  Incorporation of Documents by Reference

         The following documents filed by the Registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

a.   Annual  Report on Form 10-K for the fiscal  year  ended May 31,  1995 filed
     pursuant to Section 13 of the  Securities  Exchange Act of 1934, as amended
     (the "Exchange  Act");

b.   Quarterly  Reports on Form 10-Q for the  quarters  ended  August 31,  1995;
     November  30,  1995;  and February  29,  1996;

c.   The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registration Statement on Form 10 filed on August 29, 1987 under Section 12
     of the  Exchange  Act,  including  any  amendment  or report  filed for the
     purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment which indicates that all securities  offered hereby have been sold, or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  in this  Registration  Statement,  and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interest of Named Experts and Counsel

         Not applicable.
Item 6.  Indemnification of Directors and Officers

         The Delaware General  Corporation Law provides for the  indemnification
of officers and directors under certain conditions.  The Restated Certificate of
Incorporation and Bylaws of the Registrant permit  indemnification  of directors
and  officers to the maximum  extent  permitted  by Delaware  law.  The Restated
Certificate of Incorporation  contains a provision which eliminates the personal
liability  of  directors  of the  Registrant  for  monetary  damages for certain
breaches of fiduciary  duty, as permitted by Section  102(b) (7) of the Delaware
General  Corporation  Law. The Registrant has also entered into  indemnification
agreements with its executive officers and directors by which the Registrant has
agreed to provide  indemnification  to them  under  certain  circumstances.  The
Registrant  has in effect  director  and officer  liability  insurance  policies
indemnifying the Registrant and the officers and directors of the Registrant and
officers and directors of the Registrant's  subsidiaries  within specific limits
for  certain  liabilities  incurred  by  reason of their  being or  having  been
directors  or  officers.  The  Registrant  pays the  entire  premium  for  these
policies.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Index to Exhibits.

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any  prospectus required by section 10(a)(3)of
        the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement.
Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 13(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         (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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Novato, California, on this 5th day of June, 1996.

                               HARDING LAWSON ASSOCIATES GROUP, INC.

                               By /s/ Donald L. Schreuder
                                  Donald L. Schreuder
                                  President and
                                  Chief Executive Officer

                                Power of Attorney

         Each  person  whose  signature   appears  below  on  this  Registration
Statement  hereby  constitutes  and appoints  Donald L. Schreuder and Gregory A.
Thornton  and each of them,  with full power to act without the other,  his true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

   Signature                     Title                                 Date

/s/ Donald L. Schreuder     President and Chief Executive Officer     6-5-96
Donald L. Schreuder         (Principal Executive Officer)

/s/ Gregory A. Thornton     Vice President, Chief Financial           6-5-96
Gregory A. Thornton         Officer and Treasurer (Principal
                            Financial and Accounting Officer)

/s/ Richard D. Puntillo     Chairman of the Board of Directors        5-28-96
Richard D. Puntillo

/s/ Richard S. Harding      Director and Chairman Emeritus            5-28-96
Richard S. Harding

/s/ James M. Edgar          Director                                  6-2-96
James M. Edgar

/s/ Stuart F. Platt         Director                                  6-4-96
Stuart F. Platt

/s/ Barton W. Shackelford   Director                                  6-3-96
Barton W. Shackelford
EXHIBIT INDEX

Exhibit
  No.                                   Exhibit Name

5                       Opinion of Counsel; Bronson, Bronson & McKinnon
23.1                    Consent of Ernst & Young LLP, Independent Auditors
23.2                    Consent of Counsel (See Exhibit 5)
24                      Power of Attorney (see signature pages)
99                      1995 Executive Stock Incentive Plan