As filed with the Securities and Exchange Commission on: October 19, 1998
                                                 Registration No. 33-___________


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

                                    FORM S-8

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


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


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


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


                  Non-Employee Director Compensation Stock Plan
                            (Full title of the plan)


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


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



                         CALCULATION OF REGISTRATION FEE

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

Common Stock,      200,000       $6.00 (1)        $1,200,000.00        $354.00
$0.01 par value


(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 October 9, 1998.


<PAGE>


                                     PART I.


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

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

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

                                     PART II

Item 3.  Incorporation of Documents by Reference

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

                  a.  Annual  Report on Form 10-K for the fiscal  year ended May
         31, 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. The description of the Registrant's  Common Stock contained
         in the Registration Statement on Form 10 filed on August 29, 1987 under
         Section 12 of the Exchange Act, including any amendment or report filed
         for the purpose of updating such description.

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interest of Named Experts and Counsel

         Not applicable.


<PAGE>

Item 6.  Indemnification of Directors and Officers

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

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

                                  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                      Non-employee Director Compensation Stock Plan

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.

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

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



<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Novato, California, on this 19th day of October, 1998.


                           HARDING LAWSON ASSOCIATES GROUP, INC.



                           By /s/ Gregory A. Thornton
                               Gregory A. Thornton
                               President , Chief Executive Officer,
                               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,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his/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/ Gregory A. Thornton       President, Chief Executive Officer,       10-19-98
Gregory A. Thornton           Chief Financial Officer and Treasurer
                              (Principal Executive, Financial and
                              Accounting Officer)

/s/ Richard D. Puntillo       Chairman of the Board of Directors        10-13-98
Richard D. Puntillo


/s/ Richard S. Harding        Director and Chairman Emeritus            10-13-98
Richard S. Harding


/s/ Ross K. Anderson          Director                                  10-16-98
Ross K. Anderson


_____________________         Director                            ______________
James M. Edgar


/s/ Stuart F. Platt           Director                                  10-16-98
Stuart F. Platt


/s/ Donald K. Stager          Director                                  10-15-98
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                      Non-employee Director Compensation Stock Plan
[{"type": "S-8", "sequence": "1", "description": "NON-EMPLOYEE DIRECTOR COMPENSATION STOCK PLAN", "secsgml_size_bytes": 12543}]
{"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": "333-65865", "film-number": "98727603"}, "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"}}
As filed with the Securities and Exchange Commission on: October 19, 1998
                                                 Registration No. 33-___________

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

                                    FORM S-8

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

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

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

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

                  Non-Employee Director Compensation Stock Plan
                            (Full title of the plan)

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

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

                         CALCULATION OF REGISTRATION FEE

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

Common Stock,      200,000       $6.00 (1)        $1,200,000.00        $354.00
$0.01 par value

(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 October 9, 1998.
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

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

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

                                     PART II

Item 3.  Incorporation of Documents by Reference

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

                  a.  Annual  Report on Form 10-K for the fiscal  year ended May
         31, 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. The description of the Registrant's  Common Stock contained
         in the Registration Statement on Form 10 filed on August 29, 1987 under
         Section 12 of the Exchange Act, including any amendment or report filed
         for the purpose of updating such description.

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interest of Named Experts and Counsel

         Not applicable.
Item 6.  Indemnification of Directors and Officers

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

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

                                  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                      Non-employee Director Compensation Stock Plan

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.

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

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

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Novato, California, on this 19th day of October, 1998.

                           HARDING LAWSON ASSOCIATES GROUP, INC.

                           By /s/ Gregory A. Thornton
                               Gregory A. Thornton
                               President , Chief Executive Officer,
                               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,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his/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/ Gregory A. Thornton       President, Chief Executive Officer,       10-19-98
Gregory A. Thornton           Chief Financial Officer and Treasurer
                              (Principal Executive, Financial and
                              Accounting Officer)

/s/ Richard D. Puntillo       Chairman of the Board of Directors        10-13-98
Richard D. Puntillo

/s/ Richard S. Harding        Director and Chairman Emeritus            10-13-98
Richard S. Harding

/s/ Ross K. Anderson          Director                                  10-16-98
Ross K. Anderson

_____________________         Director                            ______________
James M. Edgar

/s/ Stuart F. Platt           Director                                  10-16-98
Stuart F. Platt

/s/ Donald K. Stager          Director                                  10-15-98
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                      Non-employee Director Compensation Stock Plan