1
<PAGE>




          Filed With the Securities and Exchange Commission on October 22, 1999
                           Registration No. [__________]

                        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
            (State of other jurisdiction of                  95-4057601
             incorporation or organization) (I.R.S. Employer Identification No.)
                1800 AVENUE OF THE STARS
                       SUITE 1175
                    LOS ANGELES, CA                             90067
        (Address of Principal Executive Offices)              (Zip Code)
                                    ARGONAUT GROUP, INC.
                               EMPLOYEE STOCK INVESTMENT PLAN
                                  (Full title of the Plan)

JAMES B HALLIDAY                             Copies to:
Vice President and Treasurer                 Richard C. Wirthlin, Esq.
Argonaut Group, Inc.                         Irell & Manella LLP
1800 Avenue of the Stars, Suite 1175         1800 Avenue of the Stars, Ste. 900
Los Angeles, California  90067               Los Angeles, California  90067
Telephone:  (310) 553-0561                   Telephone:  (310) 277-1010
(Name and address of agent for service)

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE
                                               Proposed Maximum      Proposed Maximum
                                                  Offering Price     Aggregate Offering         Amount of
  Title of Securities       Amount to be         per Share (1)             Price              Registration
   to be Registered          Registered                                                             Fee
<S>                      <C>                   <C>                   <C>                    <C>

------------------------ --------------------- --------------------- ---------------------- ---------------------
Common Stock             50,000 shares (2)      $23.125               $1,156,250              $ 321.44

------------------------ --------------------- --------------------- ---------------------- ---------------------
</TABLE>

1   Estimated   solely   for  the purpose   of   calculating    the
    registration  fee.  The  fee  has been calculated  pursuant to Rule
    457 (g)  based  upon the  closing price per    share    of   the
    Registrants'  Common Stock on the  NASDAQ  National Market system on
    October 19, 1999, a date within 15 days prior to the date of filing of this
    Registration Statement.

2   Estimate of number of shares to be issued under plan.



                                       1
<PAGE>


                                                           EXPLANATORY NOTE

Argonaut  Group,  Inc.  (the  "Company")  filed a  registration  statement
on Form S-8 on October 10, 1989 (Reg.  No.33-31547) (the "Previous
Registration")  relating to the registration of shares of common stock, $0.10
par value ("Common Stock"),  of the Company in connection with the Argonaut
Group, Inc. Employee Stock Investment Plan.

Pursuant  to  General   Instruction   E  of  Form  S-8,   this Registration
Statement on Form S-8 (the "Registration  Statement") registers an additional
50,000  shares of the  Company's  Common Stock which may be acquired pursuant
to the Argonaut Group, Inc. Employee Stock Investment Plan.

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


                                       2
<PAGE>






                                                                PART II

                                                           Item 8. EXHIBITS.



       -------------------------- ---------------------------------------------
                EXHIBIT
                NUMBER                                         DESCRIPTION
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                   5              Legal Opinion of Irell & Manella LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.1             Consent of Independent Auditors - Arthur
                                  Andersen LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.2             Consent of Irell & Manella LLP (included in
                                  legal opinion filed as
                                  Exhibit 5)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                  24              Power of Attorney (included on the signature
                                   pages filed herewith)
       -------------------------- ---------------------------------------------

         (1) Filed herewith




                                       3
<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 the City of Los  Angeles,  State of  California,  on October 22,
1999.


                                                     ARGONAUT GROUP, INC.



                                                   By /s/Charles E. Rinsch
                                                   Charles E. Rinsch
                                                   President and Director
                                                   (Principal Executive Officer)









                                       4
<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 Charles E. Rinsch
and James B Halliday,  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 regulation 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 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 October 22, 1999.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this registration statement has been signed by the following persons October 22,
1999 in the capacities indicated.

SIGNATURE                                                 TITLE
---------                                                 -----
/s/ Charles E. Rinsch                                     President
--------------------------------------------              and Director
Charles E. Rinsch (Principal Executive Officer)

/s/James B Halliday                                       Vice President
--------------------------------------------              and Treasurer,
James B Halliday (Principal Accounting Officer)

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

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

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

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

/s/ Mark E. Watson III                                    Director
------------------------------------
Mark E. Watson III



                                       5
<PAGE>

                                                                      EXHIBIT 5


                                       LEGAL OPINION OF IRELL & MANELLA LLP
                                        [LETTERHEAD OF IRELL & MANELLA LLP]
                                                October 22, 1999




Argonaut Group, Inc.
1800 Avenue of the Stars Suite 1175
Los Angeles, California 90067


Ladies and Gentlemen:
         We  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 October 5,
1999 under the Securities Act of 1933, as amended,  of a Registration  Statement
on Form  S-8 (the  "Registration  Statement")  for the  purpose  of  registering
100,000  shares of the Company's  Common  Stock,  par value $0.10 per share (the
"Shares").

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

         Based on these  examinations,  it is our 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.

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

                                                              Very Truly Yours,

                                                             /s/Irell & Manella
                                                            Irell & Manella LLP



                                       6
<PAGE>




                                                                   EXHIBIT 23.1




CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement on Form S-8 of our report dated January
7, 1999,  incorporated by reference in Argonaut Group,  Inc.'s Form 10-K for the
year ended December 31, 1998, and to all references to our firm included in this
registration statement.


/s/Arthur Andersen LLP
San Francisco, California
October 22, 1999





--------
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 EMPLOYEE STOCK INVESTMENT PLAN", "secsgml_size_bytes": 11753}]
{"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": "333-89603", "film-number": "99732705"}, "business-address": {"street1": "1800 AVE OF THE STARS STE 1175", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3105530561"}, "mail-address": {"street1": "250 MIDDLEFIELD ROAD", "city": "MENCO PARK", "state": "CA", "zip": "94025"}}
1
Filed With the Securities and Exchange Commission on October 22, 1999
                           Registration No. [__________]

                        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
            (State of other jurisdiction of                  95-4057601
             incorporation or organization) (I.R.S. Employer Identification No.)
                1800 AVENUE OF THE STARS
                       SUITE 1175
                    LOS ANGELES, CA                             90067
        (Address of Principal Executive Offices)              (Zip Code)
                                    ARGONAUT GROUP, INC.
                               EMPLOYEE STOCK INVESTMENT PLAN
                                  (Full title of the Plan)

JAMES B HALLIDAY                             Copies to:
Vice President and Treasurer                 Richard C. Wirthlin, Esq.
Argonaut Group, Inc.                         Irell & Manella LLP
1800 Avenue of the Stars, Suite 1175         1800 Avenue of the Stars, Ste. 900
Los Angeles, California  90067               Los Angeles, California  90067
Telephone:  (310) 553-0561                   Telephone:  (310) 277-1010
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
                                               Proposed Maximum      Proposed Maximum
                                                  Offering Price     Aggregate Offering         Amount of
  Title of Securities       Amount to be         per Share (1)             Price              Registration
   to be Registered          Registered                                                             Fee
------------------------ --------------------- --------------------- ---------------------- ---------------------
Common Stock             50,000 shares (2)      $23.125               $1,156,250              $ 321.44

------------------------ --------------------- --------------------- ---------------------- ---------------------
1   Estimated   solely   for  the purpose   of   calculating    the
    registration  fee.  The  fee  has been calculated  pursuant to Rule
    457 (g)  based  upon the  closing price per    share    of   the
    Registrants'  Common Stock on the  NASDAQ  National Market system on
    October 19, 1999, a date within 15 days prior to the date of filing of this
    Registration Statement.

2   Estimate of number of shares to be issued under plan.

                                       1
EXPLANATORY NOTE

Argonaut  Group,  Inc.  (the  "Company")  filed a  registration  statement
on Form S-8 on October 10, 1989 (Reg.  No.33-31547) (the "Previous
Registration")  relating to the registration of shares of common stock, $0.10
par value ("Common Stock"),  of the Company in connection with the Argonaut
Group, Inc. Employee Stock Investment Plan.

Pursuant  to  General   Instruction   E  of  Form  S-8,   this Registration
Statement on Form S-8 (the "Registration  Statement") registers an additional
50,000  shares of the  Company's  Common Stock which may be acquired pursuant
to the Argonaut Group, Inc. Employee Stock Investment Plan.

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

                                       2
PART II

                                                           Item 8. EXHIBITS.

       -------------------------- ---------------------------------------------
                EXHIBIT
                NUMBER                                         DESCRIPTION
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                   5              Legal Opinion of Irell & Manella LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.1             Consent of Independent Auditors - Arthur
                                  Andersen LLP(1)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                 23.2             Consent of Irell & Manella LLP (included in
                                  legal opinion filed as
                                  Exhibit 5)
       -------------------------- ---------------------------------------------
       -------------------------- ---------------------------------------------
                  24              Power of Attorney (included on the signature
                                   pages filed herewith)
       -------------------------- ---------------------------------------------

         (1) Filed herewith

                                       3
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 Los  Angeles,  State of  California,  on October 22,
1999.

                                                     ARGONAUT GROUP, INC.

                                                   By /s/Charles E. Rinsch
                                                   Charles E. Rinsch
                                                   President and Director
                                                   (Principal Executive Officer)

                                       4
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 Charles E. Rinsch
and James B Halliday,  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 regulation 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 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 October 22, 1999.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this registration statement has been signed by the following persons October 22,
1999 in the capacities indicated.

SIGNATURE                                                 TITLE
---------                                                 -----
/s/ Charles E. Rinsch                                     President
--------------------------------------------              and Director
Charles E. Rinsch (Principal Executive Officer)

/s/James B Halliday                                       Vice President
--------------------------------------------              and Treasurer,
James B Halliday (Principal Accounting Officer)

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

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

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

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

/s/ Mark E. Watson III                                    Director
------------------------------------
Mark E. Watson III

                                       5
EXHIBIT 5

                                       LEGAL OPINION OF IRELL & MANELLA LLP
                                        [LETTERHEAD OF IRELL & MANELLA LLP]
                                                October 22, 1999

Argonaut Group, Inc.
1800 Avenue of the Stars Suite 1175
Los Angeles, California 90067

Ladies and Gentlemen:
         We  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 October 5,
1999 under the Securities Act of 1933, as amended,  of a Registration  Statement
on Form  S-8 (the  "Registration  Statement")  for the  purpose  of  registering
100,000  shares of the Company's  Common  Stock,  par value $0.10 per share (the
"Shares").

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

         Based on these  examinations,  it is our 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.

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

                                                              Very Truly Yours,

                                                             /s/Irell & Manella
                                                            Irell & Manella LLP

                                       6
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement on Form S-8 of our report dated January
7, 1999,  incorporated by reference in Argonaut Group,  Inc.'s Form 10-K for the
year ended December 31, 1998, and to all references to our firm included in this
registration statement.

/s/Arthur Andersen LLP
San Francisco, California
October 22, 1999

--------