SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                      HARDING LAWSON ASSOCIATES GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                                68-0132062
(State of Other Jurisdiction of                                 (IRS Employer
 Incorporation or Organization)                              Identification No.)

                               7655 Redwood Boulevard, Novato, California 94945
                    (Address of Principal Executive Offices)

          Harding Lawson Associates Group, Inc. 1998 Stock Option Plan
                      Non-Qualified Stock Option Agreement
                            (Full Title of the Plan)

                               Gregory A. Thornton
                   Vice President and Chief Financial Officer
                      Harding Lawson Associates Group, Inc.
                7655 Redwood Boulevard, Novato, California 94945
                     (Name and Address of Agent For Service)

                                 (415) 892-0821
          (Telephone Number, Including Area Code, of Agent For Service)


<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE

     Title of Each                                 Proposed                  Proposed
       Class Of                                     Maximum                   Maximum
      Securities              Amount               Offering                  Aggregate       Amount Of
         To Be                 To Be                 Price                   Offering      Registration
      Registered            Registered             Per Unit                    Price            Fee
     
<S>                           <C>                   <C>                      <C>              <C>    
    Common Stock
1998 Stock Option Plan        500,000               $6.50 (1)               $3,250,000        $903.50

Non-qualified Stock
 Option Agreement             100,000               $10.00                  $1,000,000        $278.00

(1)  Estimated  solely for the  purpose of  determining  the  registration  fee,
     computed in accordance with Rule 457(h) and Rule 457(c) on the basis of the
     average of the  reported  high and low  prices for the Common  Stock on The
     Nasdaq National Market on April 8, 1999.

</TABLE>

<PAGE>


                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

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

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

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a) Annual Report on Form 10-K for the fiscal year ended May 31, 1998 filed
pursuant to Section 13 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act");

     (b) Quarterly Report on Form 10-Q for the quarter ended August 31, 1998;

     (c) Quarterly Report on Form 10-Q for the quarter ended November 30, 1998;

     (d) Quarterly Report on Form 10-Q for the quarter ended February 28, 2999;

     (e)  Current  Report  on Form 8-K  dated  October  2,  1998  regarding  the
resignation of Donald L. Schreuder as Chief Executive Officer.

     (f)  Current  Report  on Form  8-K  dated  March  26,  1999  regarding  the
appointment of Robert L. Costello, Jr. as Chief Executive Officer.

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

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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Name Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

                                  EXHIBIT INDEX

  Exhibit No.                 Exhibit Name

      5      Opinion of Counsel; Howard Rice Nemerovski Canady Falk & Rabkin, a
             professional corporation

     23.1    Consent of Ernst & Young LLP, Independent Auditors

     23.2    Consent of Counsel (See Exhibit 5)

     24      Power of Attorney (see signature pages)

     99.1    Harding Lawson Associates Group, Inc. 1998 Stock Option Plan

     99.2    Non-qualified Stock Option Agreement Between the Registrant and
             Robert L. Costello, Jr.

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 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.

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

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

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

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Novato, State of California, on April 8, 1999.

                                    HARDING LAWSON ASSOCIATES GROUP, INC.




                                    By /s/ Gregory A. Thornton
                                    Gregory A. Thornton
                                    Vice President and Chief Financial Officer


                                Power of Attorney

         Each  person  whose  signature   appears  below  on  this  Registration
Statement  hereby  constitutes and appoints  Gregory A. Thornton and Patricia A.
England  with full  power to act  without  the  other,  his/her  true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution, for him/her and in his/her 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, grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in  connection  therewith,  as  fully to all  intents  and
purposes as he/she might or could do in person,  hereby ratifying and confirming
that  said  attorneys-in-fact  and  agents or any of them,  or their or  his/her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


<PAGE>


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

     Signature                            Title                            Date

/s/ Robert L. Costello, Jr.  President and Chief Executive Officer        4-8-99
Robert L. Costello, Jr.     (Principal Executive Officer)


/s/ Gregory A. Thornton      Vice President and Chief Financial Officer   4-8-99
Gregory A. Thornton         (Principal Financial and Accounting Officer)


/s/ Richard D. Puntillo     Chairman of the Board of Directors            4-8-99
Richard D. Puntillo


/s/ Richard S. Harding      Director and Chairman Emeritus                4-8-99
Richard S. Harding


/s/ Ross K. Anderson        Director                                      4-8-99
Ross K. Anderson


/s/ James M. Edgar          Director                                      4-8-99
James M. Edgar


/s/ Stuart F. Platt         Director                                      4-8-99
Stuart F. Platt


/s/ Donald K. Stager        Director                                      4-8-99
Donald K. Stager


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                                           Exhibit Name

    5        Opinion of Counsel;  Howard Rice  Nemerovski  Canady Falk & Rabkin,
             a professional corporation

   23.1      Consent of Ernst & Young LLP, Independent Auditors

   23.2      Consent of Counsel (See Exhibit 5)

   24        Power of Attorney (see signature pages)

   99.1      Harding Lawson Associates Group Inc. 1998 Stock Option Plan

   99.2      Non-qualified Stock Option Agreement Between the Registrant and
             Robert L. Costello, Jr.
[{"type": "S-8", "sequence": "1", "description": "1998 STOCK OPTION PLAN", "secsgml_size_bytes": 13326}]
{"company-data": {"conformed-name": "HARDING LAWSON ASSOCIATES GROUP INC", "cik": "0000818968", "assigned-sic": "4955", "irs-number": "680132062", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76063", "film-number": "99591550"}, "business-address": {"street1": "7655 REDWOOD BLVD", "street2": "P O BOX 578", "city": "NOVATO", "state": "CA", "zip": "94945", "phone": "4158920821"}, "mail-address": {"street1": "7655 REDWOOD BLVD", "city": "NOVATO", "state": "CA", "zip": "94945"}, "former-company": {"former-conformed-name": "HARDING ASSOCIATES INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                      HARDING LAWSON ASSOCIATES GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                                68-0132062
(State of Other Jurisdiction of                                 (IRS Employer
 Incorporation or Organization)                              Identification No.)

                               7655 Redwood Boulevard, Novato, California 94945
                    (Address of Principal Executive Offices)

          Harding Lawson Associates Group, Inc. 1998 Stock Option Plan
                      Non-Qualified Stock Option Agreement
                            (Full Title of the Plan)

                               Gregory A. Thornton
                   Vice President and Chief Financial Officer
                      Harding Lawson Associates Group, Inc.
                7655 Redwood Boulevard, Novato, California 94945
                     (Name and Address of Agent For Service)

                                 (415) 892-0821
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE

     Title of Each                                 Proposed                  Proposed
       Class Of                                     Maximum                   Maximum
      Securities              Amount               Offering                  Aggregate       Amount Of
         To Be                 To Be                 Price                   Offering      Registration
      Registered            Registered             Per Unit                    Price            Fee
Common Stock
1998 Stock Option Plan        500,000               $6.50 (1)               $3,250,000        $903.50

Non-qualified Stock
 Option Agreement             100,000               $10.00                  $1,000,000        $278.00

(1)  Estimated  solely for the  purpose of  determining  the  registration  fee,
     computed in accordance with Rule 457(h) and Rule 457(c) on the basis of the
     average of the  reported  high and low  prices for the Common  Stock on The
     Nasdaq National Market on April 8, 1999.
PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

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

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

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a) Annual Report on Form 10-K for the fiscal year ended May 31, 1998 filed
pursuant to Section 13 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act");

     (b) Quarterly Report on Form 10-Q for the quarter ended August 31, 1998;

     (c) Quarterly Report on Form 10-Q for the quarter ended November 30, 1998;

     (d) Quarterly Report on Form 10-Q for the quarter ended February 28, 2999;

     (e)  Current  Report  on Form 8-K  dated  October  2,  1998  regarding  the
resignation of Donald L. Schreuder as Chief Executive Officer.

     (f)  Current  Report  on Form  8-K  dated  March  26,  1999  regarding  the
appointment of Robert L. Costello, Jr. as Chief Executive Officer.

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

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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Name Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

                                  EXHIBIT INDEX

  Exhibit No.                 Exhibit Name

      5      Opinion of Counsel; Howard Rice Nemerovski Canady Falk & Rabkin, a
             professional corporation

     23.1    Consent of Ernst & Young LLP, Independent Auditors

     23.2    Consent of Counsel (See Exhibit 5)

     24      Power of Attorney (see signature pages)

     99.1    Harding Lawson Associates Group, Inc. 1998 Stock Option Plan

     99.2    Non-qualified Stock Option Agreement Between the Registrant and
             Robert L. Costello, Jr.

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 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.

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

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

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

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Novato, State of California, on April 8, 1999.

                                    HARDING LAWSON ASSOCIATES GROUP, INC.

                                    By /s/ Gregory A. Thornton
                                    Gregory A. Thornton
                                    Vice President and Chief Financial Officer

                                Power of Attorney

         Each  person  whose  signature   appears  below  on  this  Registration
Statement  hereby  constitutes and appoints  Gregory A. Thornton and Patricia A.
England  with full  power to act  without  the  other,  his/her  true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution, for him/her and in his/her 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, grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in  connection  therewith,  as  fully to all  intents  and
purposes as he/she might or could do in person,  hereby ratifying and confirming
that  said  attorneys-in-fact  and  agents or any of them,  or their or  his/her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

     Signature                            Title                            Date

/s/ Robert L. Costello, Jr.  President and Chief Executive Officer        4-8-99
Robert L. Costello, Jr.     (Principal Executive Officer)

/s/ Gregory A. Thornton      Vice President and Chief Financial Officer   4-8-99
Gregory A. Thornton         (Principal Financial and Accounting Officer)

/s/ Richard D. Puntillo     Chairman of the Board of Directors            4-8-99
Richard D. Puntillo

/s/ Richard S. Harding      Director and Chairman Emeritus                4-8-99
Richard S. Harding

/s/ Ross K. Anderson        Director                                      4-8-99
Ross K. Anderson

/s/ James M. Edgar          Director                                      4-8-99
James M. Edgar

/s/ Stuart F. Platt         Director                                      4-8-99
Stuart F. Platt

/s/ Donald K. Stager        Director                                      4-8-99
Donald K. Stager
EXHIBIT INDEX

Exhibit No.                                           Exhibit Name

    5        Opinion of Counsel;  Howard Rice  Nemerovski  Canady Falk & Rabkin,
             a professional corporation

   23.1      Consent of Ernst & Young LLP, Independent Auditors

   23.2      Consent of Counsel (See Exhibit 5)

   24        Power of Attorney (see signature pages)

   99.1      Harding Lawson Associates Group Inc. 1998 Stock Option Plan

   99.2      Non-qualified Stock Option Agreement Between the Registrant and
             Robert L. Costello, Jr.