As filed with the Securities and Exchange 
          Commission on November 27, 1996.

                                                  Registration No. 333-

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ----------------------------

                                    FORM S-8

                             Registration Statement
                                      Under
                           The Securities Act of 1933

                           ----------------------------

                          AMWEST INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                               95-2672141
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

         6320 Canoga Avenue Suite 300, Woodland Hills, California 91367
                                 (818) 704-1111
          (Address, including zip code, and telephone number, including
                   area code, of Principal Executive Offices)

            AMWEST INSURANCE GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               Mr. John E. Savage
                           Co-Chief Executive Officer,
                      President and Chief Operating Officer
                          Amwest Insurance Group, Inc.
                          6320 Canoga Avenue, Suite 300
                        Woodland Hills, California 91367
                                 (818) 704-1111
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 with a copy to:

                             Jonathan K. Layne, Esq.
                           Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                              Los Angeles, CA 90071
                                 (213) 229-7000

-------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------

   Title of                      Proposed           Proposed
  Securities        Amount        Maximum           Maximum          Amount of
    to be           to be        Offering          Aggregate       Registration
  Registered      Registered   Price Per Share    Offering Price        Fee


Common Stock,      200,000       $12.375 (1)      $ 2,475,000(1)    $  750.00
$.01 par value


===============================================================================


(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) of the Securities  Act of 1933, as amended,  on
         the basis of the average of the high and low prices of the Common Stock
         of Amwest  Insurance  Group,  Inc. on the  American  Stock  Exchange on
         November 26, 1996.






<PAGE>


                                     PART II

                       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference

                  The following  documents of Amwest Insurance  Group,  Inc. , a
Delaware  corporation (the "Company"),  previously filed with the Securities and
Exchange  Commission (the "Commission") are hereby  incorporated  herein by this
reference in and made part of this Registration Statement:

         (i)        The Company's Annual Reports on Form 10-K for the fiscal 
                    year ended December 31, 1995;

         (ii)       The Company's Quarterly Reports on Form 10-Q for the 
                    quarters ended March 31, 1996, June 30, 1996 and September 
                    30, 1996;

         (iii)      The Company's Current Reports on Form 8-K filed since 
                    December 31, 1995:

                         The report  dated  January 30, 1996  included an Item 7
                    matter  in  which  the  Company,   pursuant  to  the  merger
                    announcement,   were  required  to  file  certain  financial
                    statements  of Condor  pursuant  to  Regulation  3.05(b)  of
                    Regulation S-X.

                         The report  dated  March 12,  1996  included  an Item 5
                    matter and Press Release announcing an agreement to purchase
                    100% of the stock of Southern  California  Bonding Services,
                    Inc.

                         The report  dated  March 19,  1996  included  an Item 5
                    mater and Press  Release  announcing  the  completion of the
                    merger of Condor Services, Inc. into the Company,  following
                    approval of the terms of the transaction by the stockholders
                    of each of the two companies.

         (iv)       The  description  of the  Common  Stock set forth  under the
                    heading  "Description  of  Capital  Stock" in the  Company's
                    Registration Statement on Form S-1 filed with the Commission
                    on May 19,  1988  (File  No.  33-9911),  together  with  any
                    amendment  or  report  filed  with  the  Commission  for the
                    purpose of updating such description;

         (v)        All  documents  filed by the  Company  pursuant  to Sections
                    13(a),  13(c),  14 or 15(d) of the Exchange Act of 1934,  as
                    amended,  after the date of this Registration  Statement and
                    prior to the  filing  of a  post-effective  amendment  which
                    indicates that all securities  offered hereby have been sold
                    or which registers all securities then remaining unsold.

                  Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


ITEM 4.           Description of Securities

                  Not applicable.


ITEM 5.           Interests of Named Experts and Counsel

                  Not applicable


ITEM 6.           Indemnification of Directors and Officers

                   Section  145 of the  Delaware  General  Corporation  Law (the
"DGCL")  makes  provision for the  indemnification  of officers and directors in
terms  sufficiently  broad to indemnify  officers  and  directors of the Company
under  certain  circumstances  from  liabilities  (including  reimbursement  for
expenses  incurred) arising under the Securities Act. The Company's  Certificate
of  Incorporation  and Bylaws and the  indemnification  agreements  between  the
Company and its officers and directors provide, in effect,  that, to the fullest
extent and under the  circumstances  permitted  by Section 145 of the DGCL,  the
Company will  indemnify  any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is a  director  or officer  of the  Company or is or was  serving at the
request  of the  Company as a director  or  officer  of another  corporation  or
enterprise.  The  company  may,  in  its  discretion,  similarly  indemnify  its
employees and agents.  The Company's  Certificate of Incorporation  relieves its
directors from monetary damages to the company or its stockholders for breach of
such director's  fiduciary duty as directors to the fullest extent  permitted by
the DGCL.  Under Section  102(b)(7) of the DGCL, a  corporation  may relieve its
directors from personal  liability to such  corporation or its  stockholders for
monetary  damages for any breach of their fiduciary duty as directors except (i)
for a breach of the duty of  loyalty,  (ii) for  failure  to act in good  faith,
(iii) for intentional  misconduct or knowing  violation of law, (iv) for willful
or  negligent  violation  of certain  provisions  in the DGCL  imposing  certain
requirements with respect to stock repurchases, redemption and dividends, or (v)
for any  transactions  from  which the  director  derived an  improper  personal
benefit. Depending upon the character of the proceeding, under Delaware law, the
Company may indemnify against expenses (including  attorneys' fees),  judgments,
fines and  amounts  paid in  settlement  actually  and  reasonably  incurred  in
connection with any action,  suit or proceeding if the person  indemnified acted
in good  faith and in a matter  he or she  reasonably  believed  to be in or not
opposed to the best  interest of the Company,  and, with respect to any criminal
action or  proceeding,  had no cause to believe his or her conduct was unlawful.
To the extent that a director or officer of the Company has been  successful  in
the defense of any action,  suit or  proceeding  referred to above,  the Company
will be obligated to indemnify him or her against expenses (including  attorneys
fees) actually and reasonably incurred in connection therewith.


ITEM 7.           Exemption from Registration Claimed

                  Not Applicable.


ITEM 8.           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 1993;

                           (ii) To reflect in the prospectus any facts or events
         arising aft 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 in such  information in
         the Registration Statement provided, however, that paragraphs (a)(1)(i)
         and  (a)(1)(ii)  of  this  section  do not  apply  if the  Registration
         Statement  is on Form S-3,  Form S-8 or Form F-3,  and the  information
         required  to  be  included  in  a  post-effective  amendment  by  those
         paragraphs is contained in periodic  reports filed with or furnished to
         the  Commission  by the  registrant  pursuant to Section 13 and Section
         15(d) of the Securities  Exchange Act of 1934 that are  incorporated by
         reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1993, 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 Securities  Exchange Act of 1934 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

         (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  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,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Woodland Hills, State of California, on this day 26th
day of November, 1996.

                                      AMWEST INSURANCE GROUP, INC.



                                      By:   /s/ JOHN E. SAVAGE
                                           ------------------------------
                                                   John E. Savage
                                                     President,
                                             Chief Operating Officer and
                                             Co-Chief Executive Officer

                                POWER OF ATTORNEY

                  Know  all  men by  these  presents,  that  each  person  whose
signature  appears below  constitutes  and appoints  Richard H. Savage,  John E.
Savage and Steven R. Kay his true and lawful  attorneys-in-fact and agents, each
acting alone, with full powers 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, each acting alone, full powers and authority
to do and perform  each and every act and thing  requisite  and  necessary to be
done in and about the  premises,  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,   each  acting  alone,  or  his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.




<PAGE>




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

       Signature                Title                            Date

                            Chairman of the Board and    
                           Co- Chief Executive Officer
/s/RICHARD H. SAVAGE      (Principal Executive Officer)     November 26, 1996
------------------------
Richard H.  Savage

                            President, Chief Operating
                           Officer, Co-Chief Executive
/s/JOHN E. SAVAGE              Officer and Director         November 26, 1996
------------------------
John E. Savage

                           Executive Vice President and
/s/GUY A. MAIN                       Director               November 26, 1996
------------------------
Guy A. Main

                           Senior Vice President, Chief
                         Financial Officer, Treasurer and
                        Director (Principal Financial and
/s/STEVEN R. KAY          Principal Accounting Officer)     November 26, 1996
------------------------
Steven R. Kay

                            Senior Vice President and
/s/NEIL F. PONT                      Director               November 26, 1996
------------------------
Neil F. Pont


/s/ARTHUR F. MELTON                  Director               November 26, 1996
------------------------
Arthur F.  Melton


/s/THOMAS R. BENNETT                 Director               November 26, 1996
------------------------
Thomas R. Bennett


/s/ BRUCE A. BUNNER                  Director               November 26, 1996
------------------------
Bruce A. Bunner


/s/EDGAR L. FRASER                   Director               November 26, 1996
------------------------
Edgar L. Fraser


/s/JONATHAN K. LAYNE                 Director               November 26, 1996
------------------------
Jonathan K. Layne


/s/CHARLES L. SCHULTZ                Director               November 26, 1996
------------------------
Charles L. Schultz



<PAGE>



                                                       EXHIBIT INDEX


Exhibit                                                          Sequentially
Number       Description                                        Numbered Page

 3.1         Restated Certificate of Incorporation of the 
               Company as amended to date (incorporated by 
               reference to Exhibit 3(3)(a) to the Company's 
               Form 8-B Registration Statement No. 1-9580).

 5.1         Opinion of Gibson, Dunn & Crutcher LLP relating 
               to the Amwest Insurance Group, Inc. Employee 
               Stock Purchase Plan

23.1         Consent of KPMG Peat Marwick LLP

23.2         Consent of Gibson, Dunn & Crutcher LLP (included 
               in Exhibit 5.1).

24.1         Power of Attorney (included on Signature Page)

99.1         Form of Amwest Insurance Group, Inc. Employee 
               Stock Purchase Plan


-------------------------------------
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19562}]
{"company-data": {"conformed-name": "AMWEST INSURANCE GROUP INC", "cik": "0000780118", "assigned-sic": "6351", "irs-number": "952672141", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17109", "film-number": "96674573"}, "business-address": {"street1": "6320 CANOGA AVE STE 300", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367", "phone": "8187041111"}, "mail-address": {"street1": "6320 CANOGA AVENUE SUITE 300", "street2": "PO BOX 4500", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367"}}
As filed with the Securities and Exchange 
          Commission on November 27, 1996.

                                                  Registration No. 333-

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ----------------------------

                                    FORM S-8

                             Registration Statement
                                      Under
                           The Securities Act of 1933

                           ----------------------------

                          AMWEST INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                               95-2672141
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

         6320 Canoga Avenue Suite 300, Woodland Hills, California 91367
                                 (818) 704-1111
          (Address, including zip code, and telephone number, including
                   area code, of Principal Executive Offices)

            AMWEST INSURANCE GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               Mr. John E. Savage
                           Co-Chief Executive Officer,
                      President and Chief Operating Officer
                          Amwest Insurance Group, Inc.
                          6320 Canoga Avenue, Suite 300
                        Woodland Hills, California 91367
                                 (818) 704-1111
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 with a copy to:

                             Jonathan K. Layne, Esq.
                           Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                              Los Angeles, CA 90071
                                 (213) 229-7000

-------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------

   Title of                      Proposed           Proposed
  Securities        Amount        Maximum           Maximum          Amount of
    to be           to be        Offering          Aggregate       Registration
  Registered      Registered   Price Per Share    Offering Price        Fee

Common Stock,      200,000       $12.375 (1)      $ 2,475,000(1)    $  750.00
$.01 par value

===============================================================================

(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) of the Securities  Act of 1933, as amended,  on
         the basis of the average of the high and low prices of the Common Stock
         of Amwest  Insurance  Group,  Inc. on the  American  Stock  Exchange on
         November 26, 1996.
PART II

                       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference

                  The following  documents of Amwest Insurance  Group,  Inc. , a
Delaware  corporation (the "Company"),  previously filed with the Securities and
Exchange  Commission (the "Commission") are hereby  incorporated  herein by this
reference in and made part of this Registration Statement:

         (i)        The Company's Annual Reports on Form 10-K for the fiscal 
                    year ended December 31, 1995;

         (ii)       The Company's Quarterly Reports on Form 10-Q for the 
                    quarters ended March 31, 1996, June 30, 1996 and September 
                    30, 1996;

         (iii)      The Company's Current Reports on Form 8-K filed since 
                    December 31, 1995:

                         The report  dated  January 30, 1996  included an Item 7
                    matter  in  which  the  Company,   pursuant  to  the  merger
                    announcement,   were  required  to  file  certain  financial
                    statements  of Condor  pursuant  to  Regulation  3.05(b)  of
                    Regulation S-X.

                         The report  dated  March 12,  1996  included  an Item 5
                    matter and Press Release announcing an agreement to purchase
                    100% of the stock of Southern  California  Bonding Services,
                    Inc.

                         The report  dated  March 19,  1996  included  an Item 5
                    mater and Press  Release  announcing  the  completion of the
                    merger of Condor Services, Inc. into the Company,  following
                    approval of the terms of the transaction by the stockholders
                    of each of the two companies.

         (iv)       The  description  of the  Common  Stock set forth  under the
                    heading  "Description  of  Capital  Stock" in the  Company's
                    Registration Statement on Form S-1 filed with the Commission
                    on May 19,  1988  (File  No.  33-9911),  together  with  any
                    amendment  or  report  filed  with  the  Commission  for the
                    purpose of updating such description;

         (v)        All  documents  filed by the  Company  pursuant  to Sections
                    13(a),  13(c),  14 or 15(d) of the Exchange Act of 1934,  as
                    amended,  after the date of this Registration  Statement and
                    prior to the  filing  of a  post-effective  amendment  which
                    indicates that all securities  offered hereby have been sold
                    or which registers all securities then remaining unsold.

                  Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.           Description of Securities

                  Not applicable.

ITEM 5.           Interests of Named Experts and Counsel

                  Not applicable

ITEM 6.           Indemnification of Directors and Officers

                   Section  145 of the  Delaware  General  Corporation  Law (the
"DGCL")  makes  provision for the  indemnification  of officers and directors in
terms  sufficiently  broad to indemnify  officers  and  directors of the Company
under  certain  circumstances  from  liabilities  (including  reimbursement  for
expenses  incurred) arising under the Securities Act. The Company's  Certificate
of  Incorporation  and Bylaws and the  indemnification  agreements  between  the
Company and its officers and directors provide, in effect,  that, to the fullest
extent and under the  circumstances  permitted  by Section 145 of the DGCL,  the
Company will  indemnify  any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is a  director  or officer  of the  Company or is or was  serving at the
request  of the  Company as a director  or  officer  of another  corporation  or
enterprise.  The  company  may,  in  its  discretion,  similarly  indemnify  its
employees and agents.  The Company's  Certificate of Incorporation  relieves its
directors from monetary damages to the company or its stockholders for breach of
such director's  fiduciary duty as directors to the fullest extent  permitted by
the DGCL.  Under Section  102(b)(7) of the DGCL, a  corporation  may relieve its
directors from personal  liability to such  corporation or its  stockholders for
monetary  damages for any breach of their fiduciary duty as directors except (i)
for a breach of the duty of  loyalty,  (ii) for  failure  to act in good  faith,
(iii) for intentional  misconduct or knowing  violation of law, (iv) for willful
or  negligent  violation  of certain  provisions  in the DGCL  imposing  certain
requirements with respect to stock repurchases, redemption and dividends, or (v)
for any  transactions  from  which the  director  derived an  improper  personal
benefit. Depending upon the character of the proceeding, under Delaware law, the
Company may indemnify against expenses (including  attorneys' fees),  judgments,
fines and  amounts  paid in  settlement  actually  and  reasonably  incurred  in
connection with any action,  suit or proceeding if the person  indemnified acted
in good  faith and in a matter  he or she  reasonably  believed  to be in or not
opposed to the best  interest of the Company,  and, with respect to any criminal
action or  proceeding,  had no cause to believe his or her conduct was unlawful.
To the extent that a director or officer of the Company has been  successful  in
the defense of any action,  suit or  proceeding  referred to above,  the Company
will be obligated to indemnify him or her against expenses (including  attorneys
fees) actually and reasonably incurred in connection therewith.

ITEM 7.           Exemption from Registration Claimed

                  Not Applicable.

ITEM 8.           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 1993;

                           (ii) To reflect in the prospectus any facts or events
         arising aft 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 in such  information in
         the Registration Statement provided, however, that paragraphs (a)(1)(i)
         and  (a)(1)(ii)  of  this  section  do not  apply  if the  Registration
         Statement  is on Form S-3,  Form S-8 or Form F-3,  and the  information
         required  to  be  included  in  a  post-effective  amendment  by  those
         paragraphs is contained in periodic  reports filed with or furnished to
         the  Commission  by the  registrant  pursuant to Section 13 and Section
         15(d) of the Securities  Exchange Act of 1934 that are  incorporated by
         reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1993, 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 Securities  Exchange Act of 1934 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

         (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  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,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Woodland Hills, State of California, on this day 26th
day of November, 1996.

                                      AMWEST INSURANCE GROUP, INC.

                                      By:   /s/ JOHN E. SAVAGE
                                           ------------------------------
                                                   John E. Savage
                                                     President,
                                             Chief Operating Officer and
                                             Co-Chief Executive Officer

                                POWER OF ATTORNEY

                  Know  all  men by  these  presents,  that  each  person  whose
signature  appears below  constitutes  and appoints  Richard H. Savage,  John E.
Savage and Steven R. Kay his true and lawful  attorneys-in-fact and agents, each
acting alone, with full powers 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, each acting alone, full powers and authority
to do and perform  each and every act and thing  requisite  and  necessary to be
done in and about the  premises,  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,   each  acting  alone,  or  his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the  requirements of the Securities  Exchange Act,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

       Signature                Title                            Date

                            Chairman of the Board and    
                           Co- Chief Executive Officer
/s/RICHARD H. SAVAGE      (Principal Executive Officer)     November 26, 1996
------------------------
Richard H.  Savage

                            President, Chief Operating
                           Officer, Co-Chief Executive
/s/JOHN E. SAVAGE              Officer and Director         November 26, 1996
------------------------
John E. Savage

                           Executive Vice President and
/s/GUY A. MAIN                       Director               November 26, 1996
------------------------
Guy A. Main

                           Senior Vice President, Chief
                         Financial Officer, Treasurer and
                        Director (Principal Financial and
/s/STEVEN R. KAY          Principal Accounting Officer)     November 26, 1996
------------------------
Steven R. Kay

                            Senior Vice President and
/s/NEIL F. PONT                      Director               November 26, 1996
------------------------
Neil F. Pont

/s/ARTHUR F. MELTON                  Director               November 26, 1996
------------------------
Arthur F.  Melton

/s/THOMAS R. BENNETT                 Director               November 26, 1996
------------------------
Thomas R. Bennett

/s/ BRUCE A. BUNNER                  Director               November 26, 1996
------------------------
Bruce A. Bunner

/s/EDGAR L. FRASER                   Director               November 26, 1996
------------------------
Edgar L. Fraser

/s/JONATHAN K. LAYNE                 Director               November 26, 1996
------------------------
Jonathan K. Layne

/s/CHARLES L. SCHULTZ                Director               November 26, 1996
------------------------
Charles L. Schultz
EXHIBIT INDEX

Exhibit                                                          Sequentially
Number       Description                                        Numbered Page

 3.1         Restated Certificate of Incorporation of the 
               Company as amended to date (incorporated by 
               reference to Exhibit 3(3)(a) to the Company's 
               Form 8-B Registration Statement No. 1-9580).

 5.1         Opinion of Gibson, Dunn & Crutcher LLP relating 
               to the Amwest Insurance Group, Inc. Employee 
               Stock Purchase Plan

23.1         Consent of KPMG Peat Marwick LLP

23.2         Consent of Gibson, Dunn & Crutcher LLP (included 
               in Exhibit 5.1).

24.1         Power of Attorney (included on Signature Page)

99.1         Form of Amwest Insurance Group, Inc. Employee 
               Stock Purchase Plan

-------------------------------------