Filed With the Securities and Exchange Commission on August 3, 2001
                         Registration No. [__________]

                                  UNITED STATES

                       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.)
         10101 REUNION PLACE
              SUITE 800
          SAN ANTONIO, TEXAS                             78216
(Address of Principal Executive Offices)              (Zip Code)
         ARGONAUT GROUP, INC.
   EMPLOYEE STOCK INVESTMENT PLAN
        (Full title of the Plan)

MARK W. HAUSHILL                            Copies to:
Vice President & Treasurer                  Anthony T. Iler, Esq.
Argonaut Group, Inc.                        Irell & Manella LLP
10101 Reunion Place, Suite 800              1800 Avenue of the Stars, Ste. 900
San Antonio, Texas                          Los Angeles, California  90067
Telephone:  (210)321-8450                   Telephone:  (310) 277-1010
(Name and address of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

------------------------ --------------------- --------------------- ---------------------- ---------------------
                                                 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             100,000 shares (2)           $18.75              $1,874,000              $468.75
------------------------ --------------------- --------------------- ---------------------- ---------------------
</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 July 26,  2001,  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.


<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  State-
ment on Form S-8 (the "Registration  Statement")  registers an additional
100,000 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 Public Accountants - 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




                                     II-1

<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 San Antonio, State of Texas, on July 24, 2001.


                                                 ARGONAUT GROUP, INC.



                                                 By  /s/ Mark E. Watson, III
                                                 ------------------------------
                                                 Mark E. Watson, III
                                                 President and Director
                                                 (Principal Executive Officer)




                                     II-2

<PAGE>
                                                                      EXHIBIT 24

                                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 Mark E. Watson, III and
Mark W. Haushill 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 July 24, 2001.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed by the following  persons July 24,
2001 in the capacities indicated.

SIGNATURE                                         TITLE


/s/ Mark E. Watson, III                           President and Director
-----------------------------------------
Mark E. Watson, III                               (Principal Executive Officer)

/s/ Mark W. Haushill                              Vice President & Treasurer
-----------------------------------------
 Mark W. Haushill                                 (Principal Accounting Officer)

/s/ Gary V. Woods                                 Director
-----------------------------------------
Gary V. Woods

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

/s/ Judith R. Nelson                              Director
-----------------------------------------
Judith R. Nelson





                                     II-3

<PAGE>




/s/ John R. Power, Jr.                            Director
-----------------------------------------
John R. Power, Jr.

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




                                     II-4

<PAGE>


                                                                     EXHIBIT 5


                      LEGAL OPINION OF IRELL & MANELLA LLP
                       [LETTERHEAD OF IRELL & MANELLA LLP]
                                  July 24, 2001




Argonaut Group, Inc.
10101 Reunion Place, Suite 800
San Antonio, TX 78216


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 July 24, 2001
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 LLP
                                                        -----------------------
                                                        Irell & Manella LLP




                                     II-5

<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
29, 2001,  incorporated by reference in Argonaut Group, Inc.'s Form 10-K for the
year ended December 31, 2000, and to all references to our firm included in this
registration statement.


/s/ Arthur Andersen LLP
-------------------------
San Francisco, California
July 24,  2001







                                     II-6
[{"type": "S-8", "sequence": "1", "filename": "aug01_s8body.txt", "description": "AUG01_S8", "secsgml_size_bytes": 11139}]
{"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": "333-66652", "film-number": "1696750"}, "business-address": {"street1": "250 MIDDLEFIELD ROAD", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6508586403"}, "mail-address": {"street1": "250 MIDDLEFIELD ROAD", "city": "MENCO PARK", "state": "CA", "zip": "94025"}}
Filed With the Securities and Exchange Commission on August 3, 2001
                         Registration No. [__________]

                                  UNITED STATES

                       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.)
         10101 REUNION PLACE
              SUITE 800
          SAN ANTONIO, TEXAS                             78216
(Address of Principal Executive Offices)              (Zip Code)
         ARGONAUT GROUP, INC.
   EMPLOYEE STOCK INVESTMENT PLAN
        (Full title of the Plan)

MARK W. HAUSHILL                            Copies to:
Vice President & Treasurer                  Anthony T. Iler, Esq.
Argonaut Group, Inc.                        Irell & Manella LLP
10101 Reunion Place, Suite 800              1800 Avenue of the Stars, Ste. 900
San Antonio, Texas                          Los Angeles, California  90067
Telephone:  (210)321-8450                   Telephone:  (310) 277-1010
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE

------------------------ --------------------- --------------------- ---------------------- ---------------------
                                                 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             100,000 shares (2)           $18.75              $1,874,000              $468.75
------------------------ --------------------- --------------------- ---------------------- ---------------------
(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 July 26,  2001,  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.
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  State-
ment on Form S-8 (the "Registration  Statement")  registers an additional
100,000 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 Public Accountants - 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

                                     II-1
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 San Antonio, State of Texas, on July 24, 2001.

                                                 ARGONAUT GROUP, INC.

                                                 By  /s/ Mark E. Watson, III
                                                 ------------------------------
                                                 Mark E. Watson, III
                                                 President and Director
                                                 (Principal Executive Officer)

                                     II-2
EXHIBIT 24

                                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 Mark E. Watson, III and
Mark W. Haushill 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 July 24, 2001.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed by the following  persons July 24,
2001 in the capacities indicated.

SIGNATURE                                         TITLE

/s/ Mark E. Watson, III                           President and Director
-----------------------------------------
Mark E. Watson, III                               (Principal Executive Officer)

/s/ Mark W. Haushill                              Vice President & Treasurer
-----------------------------------------
 Mark W. Haushill                                 (Principal Accounting Officer)

/s/ Gary V. Woods                                 Director
-----------------------------------------
Gary V. Woods

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

/s/ Judith R. Nelson                              Director
-----------------------------------------
Judith R. Nelson

                                     II-3
/s/ John R. Power, Jr.                            Director
-----------------------------------------
John R. Power, Jr.

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

                                     II-4
EXHIBIT 5

                      LEGAL OPINION OF IRELL & MANELLA LLP
                       [LETTERHEAD OF IRELL & MANELLA LLP]
                                  July 24, 2001

Argonaut Group, Inc.
10101 Reunion Place, Suite 800
San Antonio, TX 78216

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 July 24, 2001
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 LLP
                                                        -----------------------
                                                        Irell & Manella LLP

                                     II-5
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
29, 2001,  incorporated by reference in Argonaut Group, Inc.'s Form 10-K for the
year ended December 31, 2000, and to all references to our firm included in this
registration statement.

/s/ Arthur Andersen LLP
-------------------------
San Francisco, California
July 24,  2001

                                     II-6