Filed With the Securities and Exchange Commission on December 13,2002
                                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.)

            10101 REUNION PLACE, SUITE 500, SAN ANTONIO, TEXAS 78216
               (Address of Principal Executive Offices) (Zip Code)

                              ARGONAUT GROUP, INC.
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                              Byron L. LeFlore, Jr.
                           Vice President, Secretary &
                                 General Counsel
                         10101 Reunion Place, Suite 500
                            San Antonio, Texas 78216
                            Telephone: (210) 321-8459
                     (Name and address of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                  Maximum
Title of Securities to be   Proposed Amount to   Proposed Maximum Offering        Aggregate       Amount of
Registered                  be Registered        Price Per Share                  Offering Price  Registration Fee
<S>                         <C>                  <C>                              <C>             <C>
Common Stock                  2,340,700 shares   $16.035(1)                       $37,533,124     $  3,453.05
Common Stock                    159,300 shares   $18.60 (2)                       $   2,962,980   $    272.59

</TABLE>

                                EXPLANATORY NOTE
-------------------------------------------------------------------------------
Argonaut Group, Inc. (the "Company") filed  registration  statements on Form S-8
on  February  13,  1987 (Reg.  No.  33-12034),  on  December  9, 1997 (Reg.  No.
333-10712), on August 27, 1999 (Reg. No. 333-86101), and on August 7, 2000 (Reg.
No.  333-43230)  (collectively,  the "Previous  Registrations")  relating to the
registration  of  shares  of common  stock,  $0.10 par value per share  ("Common
Stock"), of the Company.

Pursuant to General  Instruction E of Form S-8, this  Registration  Statement on
Form S-8 (the "Registration Statement") registers an additional 2,500,000 shares
of the  Company's  Common Stock which may be acquired upon the exercise of stock
options  granted  and awards of  restricted  stock  grants to  employees  of the
Company.

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



<PAGE>


                                                    3

                                     PART II

Item 1.  Incorporation of Documents by Reference.

The documents listed in (a) through (d) below are incorporated by reference in
this Registration Statement. In addition, all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities the 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 and/or any amendments thereto of the
Registrant for the year ended December 31, 2001.

(b)  The quarterly reports on Form 10-Q of the Registrant for the quarters ended
     March 31, 2002, June 30, 2002, and September 30, 2002.

(c)  The Current Report on Form 8-K dated August 23, 2001, as amended by Form
     8-K/A filed on November 5, 2001 and Form 8-K/A filed on November 14, 2002.

(d)  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.

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

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

Item 8.  EXHIBITS.

See List of Exhibits below.



<PAGE>


                                                   S-3

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground 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 San Antonio, State of Texas, on December 10, 2002.

                              ARGONAUT GROUP, INC.


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

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of December 10, 2002.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on December 10, 2002 in the
capacities indicated.


SIGNATURE                                  TITLE



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


/s/ Mark W. Haushill                       Vice President, Chief Financial
--------------------------------------     Officer and Treasurer (Principal
Mark W. Haushill                           Financial Officer and Principal
                                           Accounting Officer)



/s/ Jerrold V. Jerome
--------------------------------------
Jerrold V. Jerome                          Director


/s/ Judith Nelson
--------------------------------------
Judith Nelson                              Director


/s/ John R. Power, Jr.
--------------------------------------
John R. Power, Jr.                         Director


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


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


/s/ Fayez S. Sarofim
--------------------------------------
Fayez S. Sarofim                           Director


/s/ Michael T. Gray
--------------------------------------
Michael T. Gray                            Director


<PAGE>




                                LIST OF EXHIBITS

EXHIBIT NUMBER       DESCRIPTION
5                    Legal Opinion of Byron L. LeFlore, Jr.(1)
23.1                 Consent of Byron L. LeFlore, Jr. (included in legal opinion
                      filed as Exhibit 5)
23.2                 Consent of Arthur Andersen LLP (After reasonable efforts
                      to obtain the Consent of Arthur Andersen LLP, Argonaut
                      Group has not been able to obtain such consent. Pursuant
                      to Rule 437a promulgated under the Securities Exchange
                      Act of 1933, as amended, Argonaut Group may dispense with
                      the requirement that the Consent of Arthur Andersen LLP be
                      filed with this Registration Statement. While the extent
                      of any resulting limitations on recovery by investors is
                      unclear, the lack of a currently dated consent could
                      limit the time within which any such actions by investors
                      against Arthur Andersen LLP for liabilities arising under
                      Section 11 of the Securities Act of 1933, as amended,
                      must be brought.)
23.3                 Consent of Ernst & Young LLP(1)
24                   Power of Attorney (included on the signature pages filed
                      herewith)


(1)  Filed herewith.


<PAGE>




                                    EXHIBIT 5

                     LEGAL OPINION OF BYRON L. LEFLORE, JR.
                                December 10, 2002

Argonaut Group, Inc.

Ladies and Gentlemen:

I 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 December 10, 2002 under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering 2,500,000 shares of the
Company's Common Stock, par value $0.10 per share (the "Shares").

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

Based on these examinations, it is my 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.

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

Very truly yours,



/s/
Byron L. LeFlore, Jr.


<PAGE>

                                  EXHIBIT 23.3

                        Consent of Independent Auditors

We consent to the use of our report dated January 29, 2002,  with respect to the
consolidated  financial  statements  of Front Royal,  Inc.  included in Argonaut
Group,  Inc.'s Annual Report on Form 10-K for the year ended  December 31, 2001,
and our report  dated  February  19,  2001 with  respect to the  consolidated
financial  statements of Front Royal,  Inc.  included in Argonaut Group,  Inc.'s
Form 8-K/A dated  November 5, 2001 and its form 8-K/A dated  November  14, 2002,
all incorporated by reference in Registration Statement (Form S-8) pertaining to
the Argonaut Group,  Inc.  Amended and Restated Stock Incentive Plan, filed with
the Securities and Exchange Commission.

                                                        /s/ Ernst & Young LLP

Richmond, Virginia
December 12, 2002

<PAGE>

1    Estimated solely for the purpose of calculating the  registration  fee. The
     fee has been  calculated  pursuant to Rule 457(c) based upon the average of
     the high and low sale prices of the Registrant's common stock on the Nasdaq
     National Market on December 10, 2002. 2 Estimated solely for the purpose of
     calculating the registration  fee. The fee has been calculated  pursuant to
     Rule 457(g) based upon the exercise price of outstanding options.
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{"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": "333-101822", "film-number": "02856758"}, "business-address": {"street1": "250 MIDDLEFIELD ROAD", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6508586403"}, "mail-address": {"street1": "250 MIDDLEFIELD ROAD", "city": "MENCO PARK", "state": "CA", "zip": "94025"}}
Filed With the Securities and Exchange Commission on December 13,2002
                                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.)

            10101 REUNION PLACE, SUITE 500, SAN ANTONIO, TEXAS 78216
               (Address of Principal Executive Offices) (Zip Code)

                              ARGONAUT GROUP, INC.
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                              Byron L. LeFlore, Jr.
                           Vice President, Secretary &
                                 General Counsel
                         10101 Reunion Place, Suite 500
                            San Antonio, Texas 78216
                            Telephone: (210) 321-8459
                     (Name and address of agent for service)

                         CALCULATION OF REGISTRATION FEE
Maximum
Title of Securities to be   Proposed Amount to   Proposed Maximum Offering        Aggregate       Amount of
Registered                  be Registered        Price Per Share                  Offering Price  Registration Fee
Common Stock                  2,340,700 shares   $16.035(1)                       $37,533,124     $  3,453.05
Common Stock                    159,300 shares   $18.60 (2)                       $   2,962,980   $    272.59
EXPLANATORY NOTE
-------------------------------------------------------------------------------
Argonaut Group, Inc. (the "Company") filed  registration  statements on Form S-8
on  February  13,  1987 (Reg.  No.  33-12034),  on  December  9, 1997 (Reg.  No.
333-10712), on August 27, 1999 (Reg. No. 333-86101), and on August 7, 2000 (Reg.
No.  333-43230)  (collectively,  the "Previous  Registrations")  relating to the
registration  of  shares  of common  stock,  $0.10 par value per share  ("Common
Stock"), of the Company.

Pursuant to General  Instruction E of Form S-8, this  Registration  Statement on
Form S-8 (the "Registration Statement") registers an additional 2,500,000 shares
of the  Company's  Common Stock which may be acquired upon the exercise of stock
options  granted  and awards of  restricted  stock  grants to  employees  of the
Company.

The Previous  Registrations  are hereby  incorporated  by reference  pursuant to
General Instruction E of Form S-8.
3

                                     PART II

Item 1.  Incorporation of Documents by Reference.

The documents listed in (a) through (d) below are incorporated by reference in
this Registration Statement. In addition, all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities the 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 and/or any amendments thereto of the
Registrant for the year ended December 31, 2001.

(b)  The quarterly reports on Form 10-Q of the Registrant for the quarters ended
     March 31, 2002, June 30, 2002, and September 30, 2002.

(c)  The Current Report on Form 8-K dated August 23, 2001, as amended by Form
     8-K/A filed on November 5, 2001 and Form 8-K/A filed on November 14, 2002.

(d)  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.

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

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

Item 8.  EXHIBITS.

See List of Exhibits below.
S-3

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground 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 San Antonio, State of Texas, on December 10, 2002.

                              ARGONAUT GROUP, INC.

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

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as of December 10, 2002.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on December 10, 2002 in the
capacities indicated.

SIGNATURE                                  TITLE

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

/s/ Mark W. Haushill                       Vice President, Chief Financial
--------------------------------------     Officer and Treasurer (Principal
Mark W. Haushill                           Financial Officer and Principal
                                           Accounting Officer)

/s/ Jerrold V. Jerome
--------------------------------------
Jerrold V. Jerome                          Director

/s/ Judith Nelson
--------------------------------------
Judith Nelson                              Director

/s/ John R. Power, Jr.
--------------------------------------
John R. Power, Jr.                         Director

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

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

/s/ Fayez S. Sarofim
--------------------------------------
Fayez S. Sarofim                           Director

/s/ Michael T. Gray
--------------------------------------
Michael T. Gray                            Director
LIST OF EXHIBITS

EXHIBIT NUMBER       DESCRIPTION
5                    Legal Opinion of Byron L. LeFlore, Jr.(1)
23.1                 Consent of Byron L. LeFlore, Jr. (included in legal opinion
                      filed as Exhibit 5)
23.2                 Consent of Arthur Andersen LLP (After reasonable efforts
                      to obtain the Consent of Arthur Andersen LLP, Argonaut
                      Group has not been able to obtain such consent. Pursuant
                      to Rule 437a promulgated under the Securities Exchange
                      Act of 1933, as amended, Argonaut Group may dispense with
                      the requirement that the Consent of Arthur Andersen LLP be
                      filed with this Registration Statement. While the extent
                      of any resulting limitations on recovery by investors is
                      unclear, the lack of a currently dated consent could
                      limit the time within which any such actions by investors
                      against Arthur Andersen LLP for liabilities arising under
                      Section 11 of the Securities Act of 1933, as amended,
                      must be brought.)
23.3                 Consent of Ernst & Young LLP(1)
24                   Power of Attorney (included on the signature pages filed
                      herewith)

(1)  Filed herewith.
EXHIBIT 5

                     LEGAL OPINION OF BYRON L. LEFLORE, JR.
                                December 10, 2002

Argonaut Group, Inc.

Ladies and Gentlemen:

I 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 December 10, 2002 under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering 2,500,000 shares of the
Company's Common Stock, par value $0.10 per share (the "Shares").

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

Based on these examinations, it is my 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.

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

Very truly yours,

/s/
Byron L. LeFlore, Jr.
EXHIBIT 23.3

                        Consent of Independent Auditors

We consent to the use of our report dated January 29, 2002,  with respect to the
consolidated  financial  statements  of Front Royal,  Inc.  included in Argonaut
Group,  Inc.'s Annual Report on Form 10-K for the year ended  December 31, 2001,
and our report  dated  February  19,  2001 with  respect to the  consolidated
financial  statements of Front Royal,  Inc.  included in Argonaut Group,  Inc.'s
Form 8-K/A dated  November 5, 2001 and its form 8-K/A dated  November  14, 2002,
all incorporated by reference in Registration Statement (Form S-8) pertaining to
the Argonaut Group,  Inc.  Amended and Restated Stock Incentive Plan, filed with
the Securities and Exchange Commission.

                                                        /s/ Ernst & Young LLP

Richmond, Virginia
December 12, 2002
1    Estimated solely for the purpose of calculating the  registration  fee. The
     fee has been  calculated  pursuant to Rule 457(c) based upon the average of
     the high and low sale prices of the Registrant's common stock on the Nasdaq
     National Market on December 10, 2002. 2 Estimated solely for the purpose of
     calculating the registration  fee. The fee has been calculated  pursuant to
     Rule 457(g) based upon the exercise price of outstanding options.