As filed with the Securities and Exchange Commission on December 18, 1997 
Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              ANDERSEN GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

     Connecticut                                            06-0659863   
(State  of   Incorporation)                            (I.R.S.   Employer
                                                       Identification No.)

                             1280 Blue Hills Avenue
                       Bloomfield, Connecticut 06002-1374
                    (Address of Principal Executive Offices)

                    Andersen Group Individual Retirement Plan
                            (Full title of the Plan)

                             Bernard F. Travers, III
                               Assistant Secretary
                              ANDERSEN GROUP, INC.
                             1280 Blue Hills Avenue
                       Bloomfield, Connecticut 06002-1374
                                  860-242-0761
            (Name, Address and Telephone Number of Agent for Service)
                        Copies of all communications to:

                              David A. Garbus, Esq.
                                 ROBINSON & COLE
                                One Boston Place
                        Boston, Massachusetts 02108-4404
                             Telephone: 617-557-5900


<PAGE>


<TABLE>
<S><C>              <C>                        <C>                        <C>                    <C>    

                                          CALCULATION OF REGISTRATION FEE

=================== ------------------------- -------------------------- ----------------------- ==========================

     Title of         Maximum Amount to be        Proposed Maximum          Proposed Maximum      Amount of Registration
 Securities to be        Registered (1)       Offering Price Per Share     Aggregate Offering             Fee (3)
    Registered                                           (2)                   Price (2)
=================== ========================= ========================== ======================= ==========================
Common Stock,
without
par value
                    23,000 shs.               $7.75                      $178,250                $61.47
=================== ========================= ========================== ======================= ==========================
</TABLE>

(1) In  addition,  pursuant  to Rule  416(c)  under  the  Securities  Act,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) The  registration fee for shares of Common Stock issuable under the Plan was
estimated  pursuant  to Rule  457(b)  under the  Securities  Act  solely for the
purpose of  calculating  the  registration  fee based on the average of the last
reported  sale price of the  Company's  Common  Stock as  reported in the Nasdaq
National Market System on November 14, 1997.

(3) Amount of  registration  fee was calculated  pursuant to Section 6(b) of the
Securities Act of 1933, which states that the fee shall be "one-twenty  ninth of
one  percentum  of the  maximum  aggregate  price at which such  securities  are
proposed to be offered".


<PAGE>


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

Item 1.  Plan Information.

Omitted in  accordance  with Rule 428 under the  Securities  Act and the Note to
Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

Omitted in  accordance  with Rule 428 under the  Securities  Act and the Note to
Part I of Form S-8.


<PAGE>


                                      
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

There are hereby  incorporated by reference in this  Registration  Statement the
following  documents and  information  heretofore  filed with the Securities and
Exchange Commission:

     1. The Annual Report on Form 10-K of Andersen  Group,  Inc. (the "Company")
for the fiscal year ended  February 28, 1997 filed pursuant to Section 13 of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (File No.
0-1460).

2. All other reports filed by the Company  pursuant to Section 13(a) or 15(d) of
the Exchange Act since February 28, 1997.

All documents  filed by the Company  pursuant to Sections  13(a),  13(c), 14 and
15(d) of the  Exchange Act on or after the date of this  Registration  Statement
and 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 part  hereof  from the date of filing of such
documents.


Item 4.  Description of Securities.

Not applicable.


Item 5.  Interests of Named Experts and Counsel.

Not applicable.


Item 6.  Indemnification of Directors and Officers.

Article Seven of the Company's Amended and Restated Certificate of Incorporation
eliminates the personal  liability of directors of the Company to the Company or
its  shareholders  for monetary damages for breach of fiduciary duty to the full
extent permitted by the Connecticut Stock Corporation Act.

Section 33-320a of the Connecticut  General Statutes provides that a corporation
shall indemnify its directors, officers, and certain other persons provided such
party is successful  on the merits in the defense of the relevant  proceeding or
it shall be  concluded  that such person  acted in good faith and in a manner he
reasonably  believed to be in the best interests of the  corporation  or, in the
case of a person  serving as a fiduciary  of an employee  benefit plan or trust,
either in the best interests of the  corporation or in the best interests of the
participants  and  beneficiaries  of such  employee  benefit  plan or trust  and
consistent with the provisions of such employee  benefit plan or trust and, with
respect to any criminal action or proceeding, that he had no reasonable cause to
believe his conduct was unlawful or a court shall have  determined  that in view
of all the  circumstances  such person is fairly and  reasonably  entitled to be
indemnified, and then for such amount as the court shall determine.

Article  V of the  By-laws  of the  Company  provides  that  the  Company  shall
indemnify its directors, employees and agents to the fullest extent permitted by
law and the  Certificate of  Incorporation.  The  Corporation  shall advance the
payment of legal  expenses  to a  Director,  officer,  employee  or agent in the
defense of any claim for which  indemnification  may be available to the fullest
extent permitted by law and the Certificate of Incorporation.

The effect of these provisions is to permit  indemnification  by the Company for
liabilities arising under the Securities Act of 1933, as amended.

The Company maintains  directors' and officers'  liability  insurance to provide
indemnification for its directors and officers against certain liabilities.


Item 7.  Exemption from Registration Claimed.

Not applicable.


Item 8.  Exhibits.



<PAGE>


Exhibit No.                            Description

4.1*           Amended and Restated Certificate of Incorporation of the Company 
               (incorporated by reference to Exhibit 3.1 to the Company's Annual
               Report on Form 10-K for the year ended February 29, 1992 
               (Commission File No. 0-1460)).

4.2*           Amended and Restated By-Laws of the Company (incorporated by 
               reference to Exhibit 3.2 to the Company's Annual Report on
               Form 10-K for the year ended February 28, 1997
               (Commission File No. 0-1460)).

4.3            Andersen Group Individual Retirement Plan, and Amendments No. 1, 
               2 and 3.

4.4            Trust Agreement with the Chase Manhattan Bank under the Andersen 
               Group Individual Retirement Plan.
               
4.5            Trust Agreement with Oliver R. Grace, Jr. and Francis E. Baker 
               under the Andersen Group Individual Retirement Plan.

                           
4.6            Form of stock certificate.

5.             Opinion of the Company's Assistant Secretary and Director of Law 
               and Taxation Regarding Legality.
                           
23             Consent of KPMG Peat Marwick LLP.

24             Power of Attorney (filed herewith as part of the signature page)

*  Incorporated by reference.


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;

         (iii)             To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement.

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information required to be included in the 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 this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
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  that is  incorporated  by  reference  in this
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 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.

(d) The undersigned  Registrant  hereby  undertakes  that, in lieu of furnishing
exhibits  required  under Item  601(b)(5)  of  Regulation  S-K,  the Company has
previously  submitted the Plan to the Internal  Revenue  Service ("IRS") and has
received a  determination  letter and will submit all  amendments to the Plan to
the IRS in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.


<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 New  York,  State of New  York,  on this 16th day of
December, 1997.

                              ANDERSEN GROUP, INC.



                           By:/s/ Oliver R. Grace, Jr.
                              Oliver R. Grace, Jr.
                                  Its President
                           Principal Executive Officer

                                POWER OF ATTORNEY

Each of the  officers and  directors of Andersen  Group,  Inc.  whose  signature
appears below hereby constitutes and appoints Bernard F. Travers, III and Andrew
M. O'Shea and each of them, their true and lawful  attorneys-in-fact  and agents
with full power of  substitution,  each with the power to act alone, to sign and
execute  on  behalf of the  undersigned  any  amendment  or  amendments  to this
Registration Statement (including post-effective amendments), and to perform any
acts  necessary  to be done in order  to file  such  amendment,  and each of the
undersigned does hereby ratify and confirm all that said  attorneys-in-fact  and
agents,  or their  or his  substitutes,  shall 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 by the following  persons in the capacities  indicated
on December 16, 1997.

Signature                                   Title


/s/ Oliver R. Grace, Jr.                    President
Oliver R. Grace, Jr.                        (Principal Executive Officer)


/s/ Andrew M. O'Shea                        Treasurer
Andrew M. O'Shea                            (Principal Financial Officer)


<PAGE>



Signature                                   Title


/s/ Francis E. Baker                        Chairman, Secretary and 
Francis E. Baker                            Director



/s/ Peter N. Bennett                        Director
Peter N. Bennett


/s/ John S. Grace                           Director
John S. Grace


/s/ Louis A. Lubrano                        Director
Louis A. Lubrano


/s/ James J. Pinto                          Director
James J. Pinto


         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator  has duly caused this  Registration  Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Bloomfield,
State of Connecticut, on this 16th day of December, 1997.


                                        ANDERSEN GROUP INDIVIDUAL
                                        RETIREMENT PLAN



                                        By: /s/ Lynn Foy-Pion
                                        Andersen Group, Inc., Plan Administrator


<PAGE>



                                      
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  EXHIBIT INDEX



                       REGISTRATION STATEMENT ON FORM S-8

                              ANDERSEN GROUP, INC.



<TABLE>
<S>             <C>                                                                       <C>


Exhibit No.                           Description                                         Page No.

4.1*            Certificate of Incorporation of the Company (incorporated by 
                reference to Exhibit 3.1 to the Company's Annual Report on
                Form 10-K for the year ended February 29, 1992)
                (Commission File No. 0-1460).

4.2*            Amended and Restated By-Laws of the Company (incorporated by
                reference to Exhibit 3.2 to the Company's Annual Report on
                Form 10-K for the year ended February 28, 1997)
                (Commission File No. 0-1460).

4.3             Andersen Group Individual Retirement Plan, and Amendments 
                No. 1, 2 and 3.

4.4             Trust Agreement with the Chase Manhattan Bank under the Andersen
                Group Individual Retirement Plan.
                      
4.5             Trust Agreement with Oliver R. Grace, Jr. and Francis E. Baker 
                under the Andersen Group Individual Retirement Plan.
                        
4.6             Form of stock certificate.

5               Opinion of the Company's Assistant Secretary and Director of Law
                and Taxation Regarding Legality.
                       
23              Consent of KPMG Peat Marwick LLP.

24              Power of Attorney (filed herewith as part of the signature page)

*  Incorporated by reference.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "INDIV. RETIREMENT PLAN (401K)", "secsgml_size_bytes": 18325}]
{"company-data": {"conformed-name": "ANDERSEN GROUP INC", "cik": "0000006383", "assigned-sic": "3843", "irs-number": "060659863", "state-of-incorporation": "CT", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42551", "film-number": "97740254"}, "business-address": {"street1": "NEY INDUSTRIAL PARK", "city": "BLOOMFIELD", "state": "CT", "zip": "06002-3690", "phone": "2032420761"}, "mail-address": {"street1": "NEY INDUSTRIAL PARK", "city": "BLOOMFIELD", "state": "CT", "zip": "06002"}, "former-company": {"former-conformed-name": "ANDERSEN LABORATORIES INC", "date-changed": "19790828"}}
As filed with the Securities and Exchange Commission on December 18, 1997 
Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ANDERSEN GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

     Connecticut                                            06-0659863   
(State  of   Incorporation)                            (I.R.S.   Employer
                                                       Identification No.)

                             1280 Blue Hills Avenue
                       Bloomfield, Connecticut 06002-1374
                    (Address of Principal Executive Offices)

                    Andersen Group Individual Retirement Plan
                            (Full title of the Plan)

                             Bernard F. Travers, III
                               Assistant Secretary
                              ANDERSEN GROUP, INC.
                             1280 Blue Hills Avenue
                       Bloomfield, Connecticut 06002-1374
                                  860-242-0761
            (Name, Address and Telephone Number of Agent for Service)
                        Copies of all communications to:

                              David A. Garbus, Esq.
                                 ROBINSON & COLE
                                One Boston Place
                        Boston, Massachusetts 02108-4404
                             Telephone: 617-557-5900
CALCULATION OF REGISTRATION FEE

=================== ------------------------- -------------------------- ----------------------- ==========================

     Title of         Maximum Amount to be        Proposed Maximum          Proposed Maximum      Amount of Registration
 Securities to be        Registered (1)       Offering Price Per Share     Aggregate Offering             Fee (3)
    Registered                                           (2)                   Price (2)
=================== ========================= ========================== ======================= ==========================
Common Stock,
without
par value
                    23,000 shs.               $7.75                      $178,250                $61.47
=================== ========================= ========================== ======================= ==========================
(1) In  addition,  pursuant  to Rule  416(c)  under  the  Securities  Act,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) The  registration fee for shares of Common Stock issuable under the Plan was
estimated  pursuant  to Rule  457(b)  under the  Securities  Act  solely for the
purpose of  calculating  the  registration  fee based on the average of the last
reported  sale price of the  Company's  Common  Stock as  reported in the Nasdaq
National Market System on November 14, 1997.

(3) Amount of  registration  fee was calculated  pursuant to Section 6(b) of the
Securities Act of 1933, which states that the fee shall be "one-twenty  ninth of
one  percentum  of the  maximum  aggregate  price at which such  securities  are
proposed to be offered".
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Omitted in  accordance  with Rule 428 under the  Securities  Act and the Note to
Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

Omitted in  accordance  with Rule 428 under the  Securities  Act and the Note to
Part I of Form S-8.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

There are hereby  incorporated by reference in this  Registration  Statement the
following  documents and  information  heretofore  filed with the Securities and
Exchange Commission:

     1. The Annual Report on Form 10-K of Andersen  Group,  Inc. (the "Company")
for the fiscal year ended  February 28, 1997 filed pursuant to Section 13 of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (File No.
0-1460).

2. All other reports filed by the Company  pursuant to Section 13(a) or 15(d) of
the Exchange Act since February 28, 1997.

All documents  filed by the Company  pursuant to Sections  13(a),  13(c), 14 and
15(d) of the  Exchange Act on or after the date of this  Registration  Statement
and 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 part  hereof  from the date of filing of such
documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Article Seven of the Company's Amended and Restated Certificate of Incorporation
eliminates the personal  liability of directors of the Company to the Company or
its  shareholders  for monetary damages for breach of fiduciary duty to the full
extent permitted by the Connecticut Stock Corporation Act.

Section 33-320a of the Connecticut  General Statutes provides that a corporation
shall indemnify its directors, officers, and certain other persons provided such
party is successful  on the merits in the defense of the relevant  proceeding or
it shall be  concluded  that such person  acted in good faith and in a manner he
reasonably  believed to be in the best interests of the  corporation  or, in the
case of a person  serving as a fiduciary  of an employee  benefit plan or trust,
either in the best interests of the  corporation or in the best interests of the
participants  and  beneficiaries  of such  employee  benefit  plan or trust  and
consistent with the provisions of such employee  benefit plan or trust and, with
respect to any criminal action or proceeding, that he had no reasonable cause to
believe his conduct was unlawful or a court shall have  determined  that in view
of all the  circumstances  such person is fairly and  reasonably  entitled to be
indemnified, and then for such amount as the court shall determine.

Article  V of the  By-laws  of the  Company  provides  that  the  Company  shall
indemnify its directors, employees and agents to the fullest extent permitted by
law and the  Certificate of  Incorporation.  The  Corporation  shall advance the
payment of legal  expenses  to a  Director,  officer,  employee  or agent in the
defense of any claim for which  indemnification  may be available to the fullest
extent permitted by law and the Certificate of Incorporation.

The effect of these provisions is to permit  indemnification  by the Company for
liabilities arising under the Securities Act of 1933, as amended.

The Company maintains  directors' and officers'  liability  insurance to provide
indemnification for its directors and officers against certain liabilities.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.
Exhibit No.                            Description

4.1*           Amended and Restated Certificate of Incorporation of the Company 
               (incorporated by reference to Exhibit 3.1 to the Company's Annual
               Report on Form 10-K for the year ended February 29, 1992 
               (Commission File No. 0-1460)).

4.2*           Amended and Restated By-Laws of the Company (incorporated by 
               reference to Exhibit 3.2 to the Company's Annual Report on
               Form 10-K for the year ended February 28, 1997
               (Commission File No. 0-1460)).

4.3            Andersen Group Individual Retirement Plan, and Amendments No. 1, 
               2 and 3.

4.4            Trust Agreement with the Chase Manhattan Bank under the Andersen 
               Group Individual Retirement Plan.
               
4.5            Trust Agreement with Oliver R. Grace, Jr. and Francis E. Baker 
               under the Andersen Group Individual Retirement Plan.

                           
4.6            Form of stock certificate.

5.             Opinion of the Company's Assistant Secretary and Director of Law 
               and Taxation Regarding Legality.
                           
23             Consent of KPMG Peat Marwick LLP.

24             Power of Attorney (filed herewith as part of the signature page)

*  Incorporated by reference.

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;

         (iii)             To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement.

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information required to be included in the 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 this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
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  that is  incorporated  by  reference  in this
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 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.

(d) The undersigned  Registrant  hereby  undertakes  that, in lieu of furnishing
exhibits  required  under Item  601(b)(5)  of  Regulation  S-K,  the Company has
previously  submitted the Plan to the Internal  Revenue  Service ("IRS") and has
received a  determination  letter and will submit all  amendments to the Plan to
the IRS in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
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 New  York,  State of New  York,  on this 16th day of
December, 1997.

                              ANDERSEN GROUP, INC.

                           By:/s/ Oliver R. Grace, Jr.
                              Oliver R. Grace, Jr.
                                  Its President
                           Principal Executive Officer

                                POWER OF ATTORNEY

Each of the  officers and  directors of Andersen  Group,  Inc.  whose  signature
appears below hereby constitutes and appoints Bernard F. Travers, III and Andrew
M. O'Shea and each of them, their true and lawful  attorneys-in-fact  and agents
with full power of  substitution,  each with the power to act alone, to sign and
execute  on  behalf of the  undersigned  any  amendment  or  amendments  to this
Registration Statement (including post-effective amendments), and to perform any
acts  necessary  to be done in order  to file  such  amendment,  and each of the
undersigned does hereby ratify and confirm all that said  attorneys-in-fact  and
agents,  or their  or his  substitutes,  shall 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 by the following  persons in the capacities  indicated
on December 16, 1997.

Signature                                   Title

/s/ Oliver R. Grace, Jr.                    President
Oliver R. Grace, Jr.                        (Principal Executive Officer)

/s/ Andrew M. O'Shea                        Treasurer
Andrew M. O'Shea                            (Principal Financial Officer)
Signature                                   Title

/s/ Francis E. Baker                        Chairman, Secretary and 
Francis E. Baker                            Director

/s/ Peter N. Bennett                        Director
Peter N. Bennett

/s/ John S. Grace                           Director
John S. Grace

/s/ Louis A. Lubrano                        Director
Louis A. Lubrano

/s/ James J. Pinto                          Director
James J. Pinto

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator  has duly caused this  Registration  Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Bloomfield,
State of Connecticut, on this 16th day of December, 1997.

                                        ANDERSEN GROUP INDIVIDUAL
                                        RETIREMENT PLAN

                                        By: /s/ Lynn Foy-Pion
                                        Andersen Group, Inc., Plan Administrator
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  EXHIBIT INDEX

                       REGISTRATION STATEMENT ON FORM S-8

                              ANDERSEN GROUP, INC.
Exhibit No.                           Description                                         Page No.

4.1*            Certificate of Incorporation of the Company (incorporated by 
                reference to Exhibit 3.1 to the Company's Annual Report on
                Form 10-K for the year ended February 29, 1992)
                (Commission File No. 0-1460).

4.2*            Amended and Restated By-Laws of the Company (incorporated by
                reference to Exhibit 3.2 to the Company's Annual Report on
                Form 10-K for the year ended February 28, 1997)
                (Commission File No. 0-1460).

4.3             Andersen Group Individual Retirement Plan, and Amendments 
                No. 1, 2 and 3.

4.4             Trust Agreement with the Chase Manhattan Bank under the Andersen
                Group Individual Retirement Plan.
                      
4.5             Trust Agreement with Oliver R. Grace, Jr. and Francis E. Baker 
                under the Andersen Group Individual Retirement Plan.
                        
4.6             Form of stock certificate.

5               Opinion of the Company's Assistant Secretary and Director of Law
                and Taxation Regarding Legality.
                       
23              Consent of KPMG Peat Marwick LLP.

24              Power of Attorney (filed herewith as part of the signature page)

*  Incorporated by reference.