As filed with the Securities and Exchange Commission on July 23, 1997

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             THE PIONEER GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                               DELAWARE 13-5657669
                (State or Other Jurisdiction of (I.R.S. Employer
              Incorporation or Organization) Identification Number)

                  60 STATE STREET, BOSTON, MASSACHUSETTS 02109
               (Address of Principal Executive Offices) (Zip Code)

                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              ROBERT P. NAULT, ESQ.
                             THE PIONEER GROUP, INC.
                                 60 STATE STREET
                           BOSTON, MASSACHUSETTS 02109
                     (Name and Address of Agent for Service)

                                 (617) 742-7825
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                          Proposed        Proposed              
                                          Maximum         Maximum                    
Title of Securities    Amount to          Offering Price  Aggregate          Amount of
to be Registered       be Registered      Per Share       Offering Price     Registration Fee            
----------------       -------------      ---------       --------------     ----------------            

<S>           <C>      <C>                <C>             <C>                   <C>    
Common Stock, $0.10    1,500,000 shares   $24.25(1)       $36,375,000           $11,023
par value
-------
</TABLE>


(1)  Estimated solely for the purpose of calculating the  registration  fee, and
     based upon the  average  of the high and low prices of the Common  Stock on
     the Nasdaq National Market on July 18, 1997 in accordance with Rules 457(c)
     and 457(h) of the Securities Act of 1933.



<PAGE>


PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to participants in the Registrant's  1997 Stock Incentive Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents,  which are  filed  with the  Securities  and
Exchange  Commission (the  "Commission"),  are incorporated in this Registration
Statement by reference:

                  (1) The  Registrant's  latest annual report filed  pursuant to
         Section  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
         amended (the "Exchange Act"), or either (i) the latest prospectus filed
         pursuant to Rule 424(b) under the Securities Act that contains  audited
         financial  statements for the Registrant's latest fiscal year for which
         such  statements  have been  filed or (ii) the  Registrant's  effective
         registration statement on Form 10 or Form 20-F filed under the Exchange
         Act containing audited financial statements for the Registrant's latest
         fiscal year.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the  Exchange  Act since the end of the fiscal  year  covered by the
         Registrant document referred to in (1) above.

                  (3) The  description  of the common  stock of the  Registrant,
         $.10  par  value  per  share  (the  "Common  Stock"),  contained  in  a
         registration  statement  filed under the Exchange  Act,  including  any
         amendment or report filed for the purpose of updating such description.

         All documents subsequently 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 shares of Common Stock offered
hereby  have been sold or which  deregisters  all  shares of Common  Stock  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.


Item 4.  Description of Securities

         Not applicable.




                                      -2-
<PAGE>


Item 5.  Interests of Named Experts and Counsel

         The  legality of the Common  Stock being  offered by this  Registration
Statement  will be passed  upon by Hale and Dorr LLP, 60 State  Street,  Boston,
Massachusetts  02109.  John F.  Cogan,  Jr.,  President  and a  Director  of the
Registrant,  is the  Chairman  and a partner of Hale and Dorr LLP, and Joseph P.
Barri, Secretary of the Registrant, is a partner of Hale and Dorr LLP. As of the
date of this Registration  Statement,  partners of Hale and Dorr LLP directly or
indirectly own of record  approximately  3,293,000 shares of Common Stock of the
Registrant.


Item 6.  Indemnification of Directors and Officers

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

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  corporation)  by reason of the fact that he
is or was a director,  officer,  employee or agent of the corporation,  or is or
was serving at its request in such capacity in another  corporation  or business
association,  against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.  Section 145 provides that
termination of any action by judgment,  settlement,  conviction, or plea of nolo
contendere  shall not itself create a presumption that the person did not act in
good faith and in a manner that he  reasonably  believed to be in or not opposed
to the  best  interests  of the  Registrant  and,  in the  case of any  criminal
proceeding, had reason to believe that his conduct was not unlawful. In the case
of an action by or in the right of a corporation,  no  indemnification  shall be
made if the  person was  adjudged  to be liable to the  corporation,  unless the
Court of  Chancery  of  Delaware  or the court in which the action  was  brought
determines  that,  despite the  adjudication of liability but in view of all the
circumstances in the case, such person is entitled to  indemnification  for such
expenses that the court deems proper.



                                      -3-
<PAGE>


         Article  SEVENTH  (Part  One)  of  the   Registrant's   Certificate  of
Incorporation  provides that no director of the  Registrant  shall be liable for
monetary damages for any breach of fiduciary duty, except to the extent that the
Delaware  General  Corporation  Law prohibits the  elimination  or limitation of
liability of directors for breach of fiduciary duty.  Article SEVENTH (Part Two)
of the  Registrant's  Certificate  of  Incorporation  requires the Registrant to
indemnify any director,  officer, trustee or other person that it shall have the
power to indemnify against any expenses (including attorneys' fees),  judgments,
fines and amounts paid in settlement to the maximum  extent  permitted from time
to time under the Delaware General Corporation law, as amended.

         The Registrant has purchased a general liability insurance policy which
covers certain  liabilities of directors and officers of the Registrant  arising
out of claims  based on acts or  omissions  in their  capacity as  directors  or
officers.


Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.  Exhibits

         The Exhibit Index  immediately  preceding the exhibits is  incorporated
herein by reference.


Item 9.  Undertakings

         1.   The 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;

                           (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; and

                           (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 (i) and (ii) do not apply
         if  the  information  required  to  be  included  in  a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  Registrant  pursuant to
         Section 13 or Section  15(d) of the Exchange Act that are  incorporated
         by reference in the Registration Statement.

                                      -4-
<PAGE>

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, 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.

         2. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in 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.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act 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  Securities  Act and will be  governed by the final
adjudication of such issue.










                                      -5-
<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 Boston, Massachusetts on the 15th day of July, 1997.


                                       THE PIONEER GROUP, INC.


                                               /s/William H. Keough
                                       By:
                                       ----------------------------
                                               William H. Keough,
                                               Senior Vice President,
                                               Treasurer and
                                               Chief Financial Officer



                                POWER OF ATTORNEY

         We, the undersigned  officers and directors of The Pioneer Group,  Inc.
hereby severally  constitute John F. Cogan,  Jr.,  William H. Keough,  Robert P.
Nault  and  Joseph  P.  Barri,  and each of them  singly,  our  true and  lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names in the capacities  indicated below,  the Registration  Statement on
Form  S-8  filed  herewith  and  any  and  all  subsequent  amendments  to  said
Registration  Statement,  and  generally  to do all such things in our names and
behalf in our  capacities as officers and directors to enable The Pioneer Group,
Inc. to comply with all requirements of the Securities and Exchange  Commission,
hereby  ratifying and  confirming  our  signatures as they may be signed by said
attorneys,  or any of  them,  to  said  Registration  Statement  and any and all
amendments thereto.








                                      -6-
<PAGE>


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


        SIGNATURE                                 TITLE                                 DATE
        ---------                                 -----                                 ----

<S>                                <C>                                              <C>
/s/John F. Cogan, Jr.
________________________           President and Director                           July 15, 1997
John F. Cogan, Jr.                 (Principal Executive Officer)

/s/William H. Keough
________________________           Senior Vice President, Treasurer and Chief       July 15, 1997
William H. Keough                  Financial Officer (Principal Financial and
                                   Accounting Officer)

/s/Robert L. Butler
________________________           Director                                         July 15, 1997
Robert L. Butler

/s/Maurice Engleman
________________________           Director                                         July 15, 1997
Maurice Engleman

/s/Alan J. Strassman
________________________           Director                                         July 15, 1997
Alan J. Strassman

/s/Jaskaran S. Teja
________________________           Director                                         July 15, 1997
Jaskaran S. Teja

/s/David D. Tripple
________________________           Director                                         July 15, 1997
David D. Tripple

/s/John H. Valentine
________________________           Director                                         July 15, 1997
John H. Valentine

</TABLE>





                                      -7-
<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number            Description

   4.1(1)         Specimen Certificate of Common Stock
                  of the Registrant

   5.1            Opinion of Hale and Dorr LLP

  23.1            Consent of Hale and Dorr LLP (included in
                  Exhibit 5.1)

  23.2            Consent of Arthur Andersen LLP

  24.1            Power of Attorney (included on the signature
                  page of this Registration Statement)

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

(1)  Incorporated  herein  by  reference  from  the  Registrant's   Registration
     Statement on Form S-8 (Registration No. 33-61932)




                                      -8-
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 17987}]
{"company-data": {"conformed-name": "PIONEER GROUP INC", "cik": "0000733060", "assigned-sic": "6282", "irs-number": "135657669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31847", "film-number": "97644068"}, "business-address": {"street1": "60 STATE ST", "street2": "19TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02109-1820", "phone": "8008211239"}, "mail-address": {"street1": "60 STATE STREET", "street2": "19TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02109-1820"}}
As filed with the Securities and Exchange Commission on July 23, 1997

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             THE PIONEER GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                               DELAWARE 13-5657669
                (State or Other Jurisdiction of (I.R.S. Employer
              Incorporation or Organization) Identification Number)

                  60 STATE STREET, BOSTON, MASSACHUSETTS 02109
               (Address of Principal Executive Offices) (Zip Code)

                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              ROBERT P. NAULT, ESQ.
                             THE PIONEER GROUP, INC.
                                 60 STATE STREET
                           BOSTON, MASSACHUSETTS 02109
                     (Name and Address of Agent for Service)

                                 (617) 742-7825
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed              
                                          Maximum         Maximum                    
Title of Securities    Amount to          Offering Price  Aggregate          Amount of
to be Registered       be Registered      Per Share       Offering Price     Registration Fee            
----------------       -------------      ---------       --------------     ----------------
Common Stock, $0.10    1,500,000 shares   $24.25(1)       $36,375,000           $11,023
par value
-------
(1)  Estimated solely for the purpose of calculating the  registration  fee, and
     based upon the  average  of the high and low prices of the Common  Stock on
     the Nasdaq National Market on July 18, 1997 in accordance with Rules 457(c)
     and 457(h) of the Securities Act of 1933.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to participants in the Registrant's  1997 Stock Incentive Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents,  which are  filed  with the  Securities  and
Exchange  Commission (the  "Commission"),  are incorporated in this Registration
Statement by reference:

                  (1) The  Registrant's  latest annual report filed  pursuant to
         Section  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
         amended (the "Exchange Act"), or either (i) the latest prospectus filed
         pursuant to Rule 424(b) under the Securities Act that contains  audited
         financial  statements for the Registrant's latest fiscal year for which
         such  statements  have been  filed or (ii) the  Registrant's  effective
         registration statement on Form 10 or Form 20-F filed under the Exchange
         Act containing audited financial statements for the Registrant's latest
         fiscal year.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the  Exchange  Act since the end of the fiscal  year  covered by the
         Registrant document referred to in (1) above.

                  (3) The  description  of the common  stock of the  Registrant,
         $.10  par  value  per  share  (the  "Common  Stock"),  contained  in  a
         registration  statement  filed under the Exchange  Act,  including  any
         amendment or report filed for the purpose of updating such description.

         All documents subsequently 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 shares of Common Stock offered
hereby  have been sold or which  deregisters  all  shares of Common  Stock  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

Item 4.  Description of Securities

         Not applicable.

                                      -2-
Item 5.  Interests of Named Experts and Counsel

         The  legality of the Common  Stock being  offered by this  Registration
Statement  will be passed  upon by Hale and Dorr LLP, 60 State  Street,  Boston,
Massachusetts  02109.  John F.  Cogan,  Jr.,  President  and a  Director  of the
Registrant,  is the  Chairman  and a partner of Hale and Dorr LLP, and Joseph P.
Barri, Secretary of the Registrant, is a partner of Hale and Dorr LLP. As of the
date of this Registration  Statement,  partners of Hale and Dorr LLP directly or
indirectly own of record  approximately  3,293,000 shares of Common Stock of the
Registrant.

Item 6.  Indemnification of Directors and Officers

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

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  corporation)  by reason of the fact that he
is or was a director,  officer,  employee or agent of the corporation,  or is or
was serving at its request in such capacity in another  corporation  or business
association,  against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.  Section 145 provides that
termination of any action by judgment,  settlement,  conviction, or plea of nolo
contendere  shall not itself create a presumption that the person did not act in
good faith and in a manner that he  reasonably  believed to be in or not opposed
to the  best  interests  of the  Registrant  and,  in the  case of any  criminal
proceeding, had reason to believe that his conduct was not unlawful. In the case
of an action by or in the right of a corporation,  no  indemnification  shall be
made if the  person was  adjudged  to be liable to the  corporation,  unless the
Court of  Chancery  of  Delaware  or the court in which the action  was  brought
determines  that,  despite the  adjudication of liability but in view of all the
circumstances in the case, such person is entitled to  indemnification  for such
expenses that the court deems proper.

                                      -3-
Article  SEVENTH  (Part  One)  of  the   Registrant's   Certificate  of
Incorporation  provides that no director of the  Registrant  shall be liable for
monetary damages for any breach of fiduciary duty, except to the extent that the
Delaware  General  Corporation  Law prohibits the  elimination  or limitation of
liability of directors for breach of fiduciary duty.  Article SEVENTH (Part Two)
of the  Registrant's  Certificate  of  Incorporation  requires the Registrant to
indemnify any director,  officer, trustee or other person that it shall have the
power to indemnify against any expenses (including attorneys' fees),  judgments,
fines and amounts paid in settlement to the maximum  extent  permitted from time
to time under the Delaware General Corporation law, as amended.

         The Registrant has purchased a general liability insurance policy which
covers certain  liabilities of directors and officers of the Registrant  arising
out of claims  based on acts or  omissions  in their  capacity as  directors  or
officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibit Index  immediately  preceding the exhibits is  incorporated
herein by reference.

Item 9.  Undertakings

         1.   The 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;

                           (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; and

                           (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 (i) and (ii) do not apply
         if  the  information  required  to  be  included  in  a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  Registrant  pursuant to
         Section 13 or Section  15(d) of the Exchange Act that are  incorporated
         by reference in the Registration Statement.

                                      -4-
(2) That, for the purpose of determining  any liability  under
         the Securities Act, 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.

         2. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in 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.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      -5-
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 Boston, Massachusetts on the 15th day of July, 1997.

                                       THE PIONEER GROUP, INC.

                                               /s/William H. Keough
                                       By:
                                       ----------------------------
                                               William H. Keough,
                                               Senior Vice President,
                                               Treasurer and
                                               Chief Financial Officer

                                POWER OF ATTORNEY

         We, the undersigned  officers and directors of The Pioneer Group,  Inc.
hereby severally  constitute John F. Cogan,  Jr.,  William H. Keough,  Robert P.
Nault  and  Joseph  P.  Barri,  and each of them  singly,  our  true and  lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names in the capacities  indicated below,  the Registration  Statement on
Form  S-8  filed  herewith  and  any  and  all  subsequent  amendments  to  said
Registration  Statement,  and  generally  to do all such things in our names and
behalf in our  capacities as officers and directors to enable The Pioneer Group,
Inc. to comply with all requirements of the Securities and Exchange  Commission,
hereby  ratifying and  confirming  our  signatures as they may be signed by said
attorneys,  or any of  them,  to  said  Registration  Statement  and any and all
amendments thereto.

                                      -6-
Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
SIGNATURE                                 TITLE                                 DATE
        ---------                                 -----                                 ----
/s/John F. Cogan, Jr.
________________________           President and Director                           July 15, 1997
John F. Cogan, Jr.                 (Principal Executive Officer)

/s/William H. Keough
________________________           Senior Vice President, Treasurer and Chief       July 15, 1997
William H. Keough                  Financial Officer (Principal Financial and
                                   Accounting Officer)

/s/Robert L. Butler
________________________           Director                                         July 15, 1997
Robert L. Butler

/s/Maurice Engleman
________________________           Director                                         July 15, 1997
Maurice Engleman

/s/Alan J. Strassman
________________________           Director                                         July 15, 1997
Alan J. Strassman

/s/Jaskaran S. Teja
________________________           Director                                         July 15, 1997
Jaskaran S. Teja

/s/David D. Tripple
________________________           Director                                         July 15, 1997
David D. Tripple

/s/John H. Valentine
________________________           Director                                         July 15, 1997
John H. Valentine
-7-
EXHIBIT INDEX

Exhibit
Number            Description

   4.1(1)         Specimen Certificate of Common Stock
                  of the Registrant

   5.1            Opinion of Hale and Dorr LLP

  23.1            Consent of Hale and Dorr LLP (included in
                  Exhibit 5.1)

  23.2            Consent of Arthur Andersen LLP

  24.1            Power of Attorney (included on the signature
                  page of this Registration Statement)

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

(1)  Incorporated  herein  by  reference  from  the  Registrant's   Registration
     Statement on Form S-8 (Registration No. 33-61932)

                                      -8-