As filed with the Securities and Exchange Commission on August 19, 1998
                                                 Registration No. 333-________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------
                          AMWEST INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)


     Delaware                                                  95-2672141
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification Number)
                    

                             5230 Las Virgenes Road
                           Calabasas, California 91302
                                 (818) 871-2000
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                          ----------------------------
              AMWEST INSURANCE GROUP INC. 1998 STOCK INCENTIVE PLAN
                          ----------------------------

                                 John E. Savage
        President, Chief Operating Officer and Co-Chief Executive Officer
                          Amwest Insurance Group, Inc.
                             5230 Las Virgenes Road
                           Calabasas, California 91302
                                 (818) 871-2000
    (Name, address, including zip code, and telephone number, including area
                     code, of agent for service of process)
                                      ----

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of Each                                        Proposed
Class of                       Proposed Maximum      Maximum         Amount of
Securities to   Amount to be  Offering Price Per     Aggregate     Registration
be Registered    Registered       Security(2)         Offering        Fee(2)
                                                     Price(2)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock,     250,000          $13.500          $3,375,000        $995.63
par value
$0.01 per share(1)
--------------------------------------------------------------------------------

(1)      Includes  Preferred Stock Purchase Rights ("Rights")  issuable pursuant
         to that certain Rights  Agreement dated May 10, 1989,  which Rights are
         related  to  shares  of  Common  Stock  (including   shares  registered
         hereunder) in the ratio of one Right to one share.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) on the basis of the average of the high and low
         prices of the Common Stock of Amwest  Insurance  Group,  Inc. quoted on
         the American Stock Exchange, Inc. on August 17, 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 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  Company  with  the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
year ended December 31, 1997;

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
quarter ended March 31, 1998;

                  (c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  since
the end of the fiscal year covered by the registrant document referred to in (a)
above;

                  (d) The  description  of the  Company's  Common Stock which is
contained  in the  Company's  Registration  Statement on Form S-1 filed with the
Commission  on May 19, 1988 (File No.  33-9911),  together with any amendment or
report filed with the Commission  for the purpose of updating such  description;
and

                  (e) The description of the Company's  Preferred Stock Purchase
Rights which is contained in the  Company's  Registration  Statement on Form 8-A
dated May 11, 1989,  including any amendment or report filed with the Commission
for the purpose of updating such description.

                  All documents  subsequently  filed by the Company  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 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. Copies of these documents will
not be filed with this Registration Statement. Any statement contained herein or
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent that such  statement  is modified  or  superseded  by a
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein.  Any such  statement so modified or  superseded  shall not be
deemed to constitute a part of this Registration Statement except as so modified
or superseded.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Jonathan  K.  Layne,  a partner in the Los  Angeles  office of
Gibson, Dunn & Crutcher LLP, counsel to the Company,  has been a director of the
Company since June 1989, and  beneficially  owned 13,860 shares of the Company's
Common Stock as of April 10, 1998, the record date for the Company's 1998 Annual
Meeting of Stockholders.

Item 6.  Indemnification of Directors and Officers.

                  Section  145 of the  Delaware  General  Corporation  Law  (the
"DGCL")  makes  provision for the  indemnification  of officers and directors in
terms  sufficiently  broad to indemnify  officers  and  directors of the Company
under  certain  circumstances  from  liabilities  (including  reimbursement  for
expenses  incurred) arising under the Securities Act. The Company's  Certificate
of  Incorporation  and Bylaws and the  indemnification  agreements  between  the
Company and its officers and directors provide, in effect,  that, to the fullest
extent and under the  circumstances  permitted  by Section 145 of the DGCL,  the
Company will  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, by reason of the fact
that he is a  director  or officer  of the  Company or is or was  serving at the
request  of the  Company as a director  or  officer  of another  corporation  or
enterprise.  The  Company  may,  in  its  discretion,  similarly  indemnify  its
employees and agents.  The Company's  Certificate of Incorporation  relieves its
directors from monetary damages to the Company or its stockholders for breach of
such director's  fiduciary duty as directors to the fullest extent  permitted by
the DGCL.  Under Section  102(b)(7) of the DGCL, a  corporation  may relieve its
directors from personal  liability to such  corporation or its  stockholders for
monetary  damages for any breach of their fiduciary duty as directors except (i)
for a breach of the duty of  loyalty,  (ii) for  failure  to act in good  faith,
(iii) for intentional  misconduct or knowing  violation of law, (iv) for willful
or  negligent  violation  of certain  provisions  in the DGCL  imposing  certain
requirements with respect to stock repurchases, redemption and dividends, or (v)
for any  transactions  from  which the  director  derived an  improper  personal
benefit. Depending upon the character of the proceeding, under Delaware law, the
Company may indemnify against expenses (including  attorneys' fees),  judgments,
fines and  amounts  paid in  settlement  actually  and  reasonably  incurred  in
connection with any action,  suit or proceeding if the person  indemnified acted
in good  faith and in a matter  he or she  reasonably  believed  to be in or not
opposed to the best  interest of the Company,  and, with respect to any criminal
action or  proceeding,  had no cause to believe his or her conduct was unlawful.
To the extent that a director or officer of the Company has been  successful  in
the defense of any action,  suit or  proceeding  referred to above,  the Company
will be obligated to indemnify him or her against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

         4.1      Amwest Insurance Group, Inc. 1998 Stock Incentive Plan.

         4.2      Restated  Certificate  of  Incorporation  of  the  Company 
                  as  amended  to  date (incorporated  by  reference to  Exhibit
                  3(3)(a)  to the  Company's  Registration Statement on Form 8-B
                  (Registration No. 1-9580)).

         4.3      Amended and  Restated  Bylaws of the Company  (incorporated 
                  by  reference to the Company's Registration Statement on Form
                  S-3 (Registration No. 33-55143)).

         4.4      Preferred  Stock  Purchase  Rights  Plan   (incorporated by  
                  reference  to  the Company's  Registration  Statement on Form 
                  8-A  filed May 12, 1989  (Registration No. 1-9580)).

         5.1      Opinion of Gibson, Dunn & Crutcher LLP.

         23.1     Consent of KPMG Peat Marwick LLP.

         23.2     Consent of Gibson, Dunn & Crutcher LLP (contained in
                  Exhibit 5.1).

         24.1     Power of Attorney (included on page 5 hereto).

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;

                                (i)     To  include  any  prospectus required 
                           by   Section 10(a)(3)  of  the Securities Act
                           of 1933;

                                (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.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high and of the  estimated
                           maximum  offering  range may be reflected in the form
                           of prospectus  filed with the Commission  pursuant to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume  and price  represent  no more than 20 percent
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective registration statement.

                                (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  (a)(1)(i) and  (a)(1)(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 by
         the  Registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities  Exchange Act of 1934 that are  incorporated by reference 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
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  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 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.



<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 Calabasas, State of California, on this 18th day
of August, 1998.

                                   AMWEST INSURANCE GROUP, INC.


                                   By: /s/ John E. Savage
                                   John E. Savage
                                   President, Chief Operating Officer
                                   and Co-Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose  signature to
this  Registration  Statement  appears  below  hereby  constitutes  and appoints
Richard H. Savage,  John E. Savage, Guy A. Main, Steven R. Kay and Neil F. Pont,
and each or any of them, his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his 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 full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents or his substitute or their
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 their
capacities and on the dates indicated.



Signature                             Title                          Date

/s/ Richard H. Savage       Chairman of the Board, President    August 18, 1998
--------------------------  and Co-Chief Executive Officer 
Richard H. Savage           (PrincipalExecutive Officer)
                               

/s/ John E. Savage          President, Chief Operating          August 18, 1998
--------------------------  Officer, Co-Chief Executive  
John E. Savage              Officer and Director

/s/ Guy A. Main             Executive Vice President and        August 18, 1998
--------------------------  Director
Guy A. Main

/s/ Steven R. Kay           Senior Vice President, Chief        August 18, 1998
--------------------------  Financial Officer, Treasurer and 
Steven R. Kay               Director(Principal Financial and  
                            Accounting Officer)                            
                         
/s/ Neil F. Pont            Senior Vice President and Director  August 18, 1998
--------------------------
Neil F. Pont

/s/ Arthur F. Melton        Director                            August 18, 1998
--------------------------
Arthur F. Melton

/s/ Thomas R. Bennett       Director                            August 18, 1998
--------------------------
Thomas R. Bennett

/s/ Bruce A. Bunner         Director                            August 18, 1998
--------------------------
Bruce A. Bunner

/s/ Robert W. Kleinschmidt  Director                            August 18, 1998
--------------------------
Robert W. Kleinschmidt

/s/ Jonathan K. Layne       Director                            August 18, 1998
--------------------------
Jonathan K. Layne

/s/ Roland D. Miller        Director                            August 18, 1998
--------------------------
Roland D. Miller

/s/ Charles L. Schultz      Director                            August 18, 1998
--------------------------
Charles L. Schultz




<PAGE>



                                  EXHIBIT INDEX

Exhibit No.         Description

4.1                 Amwest Insurance Group, Inc. 1998 Stock Incentive Plan.

4.2                 Certificate  of  Incorporation  of the  Company  as  amended
                    (incorporated   by  reference  to  Exhibit  3(3)(a)  to  the
                    Company's  Registration  Statement on Form 8-B (Registration
                    No. 1-9580)).

4.3                 Amended  and  Restated  Bylaws  of the  Company
                    (incorporated  by  reference  to the  Company's Registration
                    Statement on Form S-3 (Registration No. 33-55143)).

4.4                 Preferred Stock Purchase Rights Plan  (incorporated  by
                    reference to the Company's  Registration Statement on
                    Form 8-A filed May 12, 1989).

5.1                 Opinion of Gibson, Dunn & Crutcher LLP.

23.1                Consent of KPMG Peat Marwick LLP.

23.2                Consent of Gibson, Dunn & Crutcher LLP (contained in
                    Exhibit 5.1).

24.1                Power of Attorney (included on page 5 hereto).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21566}]
{"company-data": {"conformed-name": "AMWEST INSURANCE GROUP INC", "cik": "0000780118", "assigned-sic": "6351", "irs-number": "952672141", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61819", "film-number": "98694215"}, "business-address": {"street1": "5230 LAS VIRGENES RD", "city": "CALABASAS", "state": "CA", "zip": "91302", "phone": "8188712000"}, "mail-address": {"street1": "5230 LAS VIRGENES RD", "city": "CALABASAS", "state": "CA", "zip": "91302"}}
As filed with the Securities and Exchange Commission on August 19, 1998
                                                 Registration No. 333-________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------
                          AMWEST INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)

     Delaware                                                  95-2672141
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification Number)
                    

                             5230 Las Virgenes Road
                           Calabasas, California 91302
                                 (818) 871-2000
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                          ----------------------------
              AMWEST INSURANCE GROUP INC. 1998 STOCK INCENTIVE PLAN
                          ----------------------------

                                 John E. Savage
        President, Chief Operating Officer and Co-Chief Executive Officer
                          Amwest Insurance Group, Inc.
                             5230 Las Virgenes Road
                           Calabasas, California 91302
                                 (818) 871-2000
    (Name, address, including zip code, and telephone number, including area
                     code, of agent for service of process)
                                      ----

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of Each                                        Proposed
Class of                       Proposed Maximum      Maximum         Amount of
Securities to   Amount to be  Offering Price Per     Aggregate     Registration
be Registered    Registered       Security(2)         Offering        Fee(2)
                                                     Price(2)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock,     250,000          $13.500          $3,375,000        $995.63
par value
$0.01 per share(1)
--------------------------------------------------------------------------------

(1)      Includes  Preferred Stock Purchase Rights ("Rights")  issuable pursuant
         to that certain Rights  Agreement dated May 10, 1989,  which Rights are
         related  to  shares  of  Common  Stock  (including   shares  registered
         hereunder) in the ratio of one Right to one share.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) on the basis of the average of the high and low
         prices of the Common Stock of Amwest  Insurance  Group,  Inc. quoted on
         the American Stock Exchange, Inc. on August 17, 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 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  Company  with  the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
year ended December 31, 1997;

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
quarter ended March 31, 1998;

                  (c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  since
the end of the fiscal year covered by the registrant document referred to in (a)
above;

                  (d) The  description  of the  Company's  Common Stock which is
contained  in the  Company's  Registration  Statement on Form S-1 filed with the
Commission  on May 19, 1988 (File No.  33-9911),  together with any amendment or
report filed with the Commission  for the purpose of updating such  description;
and

                  (e) The description of the Company's  Preferred Stock Purchase
Rights which is contained in the  Company's  Registration  Statement on Form 8-A
dated May 11, 1989,  including any amendment or report filed with the Commission
for the purpose of updating such description.

                  All documents  subsequently  filed by the Company  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 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. Copies of these documents will
not be filed with this Registration Statement. Any statement contained herein or
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent that such  statement  is modified  or  superseded  by a
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein.  Any such  statement so modified or  superseded  shall not be
deemed to constitute a part of this Registration Statement except as so modified
or superseded.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Jonathan  K.  Layne,  a partner in the Los  Angeles  office of
Gibson, Dunn & Crutcher LLP, counsel to the Company,  has been a director of the
Company since June 1989, and  beneficially  owned 13,860 shares of the Company's
Common Stock as of April 10, 1998, the record date for the Company's 1998 Annual
Meeting of Stockholders.

Item 6.  Indemnification of Directors and Officers.

                  Section  145 of the  Delaware  General  Corporation  Law  (the
"DGCL")  makes  provision for the  indemnification  of officers and directors in
terms  sufficiently  broad to indemnify  officers  and  directors of the Company
under  certain  circumstances  from  liabilities  (including  reimbursement  for
expenses  incurred) arising under the Securities Act. The Company's  Certificate
of  Incorporation  and Bylaws and the  indemnification  agreements  between  the
Company and its officers and directors provide, in effect,  that, to the fullest
extent and under the  circumstances  permitted  by Section 145 of the DGCL,  the
Company will  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, by reason of the fact
that he is a  director  or officer  of the  Company or is or was  serving at the
request  of the  Company as a director  or  officer  of another  corporation  or
enterprise.  The  Company  may,  in  its  discretion,  similarly  indemnify  its
employees and agents.  The Company's  Certificate of Incorporation  relieves its
directors from monetary damages to the Company or its stockholders for breach of
such director's  fiduciary duty as directors to the fullest extent  permitted by
the DGCL.  Under Section  102(b)(7) of the DGCL, a  corporation  may relieve its
directors from personal  liability to such  corporation or its  stockholders for
monetary  damages for any breach of their fiduciary duty as directors except (i)
for a breach of the duty of  loyalty,  (ii) for  failure  to act in good  faith,
(iii) for intentional  misconduct or knowing  violation of law, (iv) for willful
or  negligent  violation  of certain  provisions  in the DGCL  imposing  certain
requirements with respect to stock repurchases, redemption and dividends, or (v)
for any  transactions  from  which the  director  derived an  improper  personal
benefit. Depending upon the character of the proceeding, under Delaware law, the
Company may indemnify against expenses (including  attorneys' fees),  judgments,
fines and  amounts  paid in  settlement  actually  and  reasonably  incurred  in
connection with any action,  suit or proceeding if the person  indemnified acted
in good  faith and in a matter  he or she  reasonably  believed  to be in or not
opposed to the best  interest of the Company,  and, with respect to any criminal
action or  proceeding,  had no cause to believe his or her conduct was unlawful.
To the extent that a director or officer of the Company has been  successful  in
the defense of any action,  suit or  proceeding  referred to above,  the Company
will be obligated to indemnify him or her against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

         4.1      Amwest Insurance Group, Inc. 1998 Stock Incentive Plan.

         4.2      Restated  Certificate  of  Incorporation  of  the  Company 
                  as  amended  to  date (incorporated  by  reference to  Exhibit
                  3(3)(a)  to the  Company's  Registration Statement on Form 8-B
                  (Registration No. 1-9580)).

         4.3      Amended and  Restated  Bylaws of the Company  (incorporated 
                  by  reference to the Company's Registration Statement on Form
                  S-3 (Registration No. 33-55143)).

         4.4      Preferred  Stock  Purchase  Rights  Plan   (incorporated by  
                  reference  to  the Company's  Registration  Statement on Form 
                  8-A  filed May 12, 1989  (Registration No. 1-9580)).

         5.1      Opinion of Gibson, Dunn & Crutcher LLP.

         23.1     Consent of KPMG Peat Marwick LLP.

         23.2     Consent of Gibson, Dunn & Crutcher LLP (contained in
                  Exhibit 5.1).

         24.1     Power of Attorney (included on page 5 hereto).

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;

                                (i)     To  include  any  prospectus required 
                           by   Section 10(a)(3)  of  the Securities Act
                           of 1933;

                                (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.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high and of the  estimated
                           maximum  offering  range may be reflected in the form
                           of prospectus  filed with the Commission  pursuant to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume  and price  represent  no more than 20 percent
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective registration statement.

                                (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  (a)(1)(i) and  (a)(1)(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 by
         the  Registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities  Exchange Act of 1934 that are  incorporated by reference 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
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  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 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.
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 Calabasas, State of California, on this 18th day
of August, 1998.

                                   AMWEST INSURANCE GROUP, INC.

                                   By: /s/ John E. Savage
                                   John E. Savage
                                   President, Chief Operating Officer
                                   and Co-Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose  signature to
this  Registration  Statement  appears  below  hereby  constitutes  and appoints
Richard H. Savage,  John E. Savage, Guy A. Main, Steven R. Kay and Neil F. Pont,
and each or any of them, his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his 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 full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents or his substitute or their
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 their
capacities and on the dates indicated.

Signature                             Title                          Date

/s/ Richard H. Savage       Chairman of the Board, President    August 18, 1998
--------------------------  and Co-Chief Executive Officer 
Richard H. Savage           (PrincipalExecutive Officer)
                               

/s/ John E. Savage          President, Chief Operating          August 18, 1998
--------------------------  Officer, Co-Chief Executive  
John E. Savage              Officer and Director

/s/ Guy A. Main             Executive Vice President and        August 18, 1998
--------------------------  Director
Guy A. Main

/s/ Steven R. Kay           Senior Vice President, Chief        August 18, 1998
--------------------------  Financial Officer, Treasurer and 
Steven R. Kay               Director(Principal Financial and  
                            Accounting Officer)                            
                         
/s/ Neil F. Pont            Senior Vice President and Director  August 18, 1998
--------------------------
Neil F. Pont

/s/ Arthur F. Melton        Director                            August 18, 1998
--------------------------
Arthur F. Melton

/s/ Thomas R. Bennett       Director                            August 18, 1998
--------------------------
Thomas R. Bennett

/s/ Bruce A. Bunner         Director                            August 18, 1998
--------------------------
Bruce A. Bunner

/s/ Robert W. Kleinschmidt  Director                            August 18, 1998
--------------------------
Robert W. Kleinschmidt

/s/ Jonathan K. Layne       Director                            August 18, 1998
--------------------------
Jonathan K. Layne

/s/ Roland D. Miller        Director                            August 18, 1998
--------------------------
Roland D. Miller

/s/ Charles L. Schultz      Director                            August 18, 1998
--------------------------
Charles L. Schultz
EXHIBIT INDEX

Exhibit No.         Description

4.1                 Amwest Insurance Group, Inc. 1998 Stock Incentive Plan.

4.2                 Certificate  of  Incorporation  of the  Company  as  amended
                    (incorporated   by  reference  to  Exhibit  3(3)(a)  to  the
                    Company's  Registration  Statement on Form 8-B (Registration
                    No. 1-9580)).

4.3                 Amended  and  Restated  Bylaws  of the  Company
                    (incorporated  by  reference  to the  Company's Registration
                    Statement on Form S-3 (Registration No. 33-55143)).

4.4                 Preferred Stock Purchase Rights Plan  (incorporated  by
                    reference to the Company's  Registration Statement on
                    Form 8-A filed May 12, 1989).

5.1                 Opinion of Gibson, Dunn & Crutcher LLP.

23.1                Consent of KPMG Peat Marwick LLP.

23.2                Consent of Gibson, Dunn & Crutcher LLP (contained in
                    Exhibit 5.1).

24.1                Power of Attorney (included on page 5 hereto).