As filed with the Securities and Exchange Commission on February 18, 1999
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------

                           FPIC INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)
           Florida                                             No. 59-3359111
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)
          1000 Riverside Avenue, Suite 800, Jacksonville, Florida 32204
          (Address of principal executive office, including zip code)

                             -----------------------

                           DIRECTOR STOCK OPTION PLAN
                              (Full title of plan)

                             -----------------------

                               John R. Byers, Esq.
                  Executive Vice President and General Counsel
                           FPIC Insurance Group, Inc.
          1000 Riverside Avenue, Suite 800, Jacksonville Florida 32204
                                 (904) 354-5910
 (Name, address and telephone number, including area code, of agent for service)

                             -----------------------

                                   Copies to:
                             Michael B. Kirwan, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        50 North Laura Street, Suite 2800
                           Jacksonville, Florida 32202
                                 (904) 354-8000

                             -----------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

  Title of each class                                   Proposed             Proposed maximum
  of securities to be         Amount to be          maximum offering        aggregate offering           Amount of
      registered               registered           price per share*              price*             registration fee
  -------------------         ------------          ----------------        ------------------       ----------------
<S>                              <C>                     <C>                    <C>                      <C>      
Common Stock,                    300,000                 $23.37                 $7,011,000               $1,949.06
$.10 par value per               shares
share
</TABLE>

*Estimated solely for purposes of calculating the registration fee in accordance
with Rule  457(h)  and  based  upon the  average  exercise  price at which  such
outstanding  options to purchase shares of the  Registrant's  common stock under
the Director Stock Option Plan may be exercised.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 under the Securities Act of 1933, as amended (the  "Securities Act of 1933")
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

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange  Commission (the "Commission") are hereby  incorporated by reference in
this Registration Statement:

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

     (b) The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March 31, 1998, June 30, 1998, and September 30, 1998.

     (c)  Description  of  the  Company's  Common  Stock  as  set  forth  in the
Registration Statement on Form 8-A/A dated July 30, 1996.

     (d) The Company's  reports on Form 8-K,  filed with the  Commission on July
15, 1998 and January 21, 1999.

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

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that also is or is deemed to be  incorporated by reference  herein)  modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.

Item 4.  Description of Securities.

     Not applicable.

                                      II-1
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of  Directors and Officers.

     Article VI of the Bylaws of the Company provides for indemnification of the
Company's directors,  officers,  employees or agents in accordance with the laws
of the State of Florida.

     Section  607.0850(1) of the Florida  Business  Corporation Act (the "FBCA")
empowers  a  corporation  to  indemnify  any person who was or is a party to any
proceeding  (other  than an  action by or in the  right of the  corporation)  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the  corporation or is or was serving at the request of the corporation
as a  director,  officer,  employee  or  agent of the  corporation  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  liability  incurred  in  connection  with such  proceeding
(including  any  appeal)  if he or she acted in good faith and in a manner he or
she  reasonably  believed to be in, or not opposed to, the best interests of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

     Section  607.0850(2)  of the FBCA empowers a  corporation  to indemnify any
person  who  was or is a  party  to any  proceeding  by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted in any of the  capacities  set forth in the  preceding  paragraph,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors,  the estimated  expenses of litigating the proceeding
including appeals,  provided that the person acted under the standards set forth
in the preceding  paragraph.  However,  no  indemnification  may be made for any
claim,  issue or matter as to which such person is adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was brought,  or
any other court of competent  jurisdiction,  determines upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses that the court deems proper.

     Section  607.0850(3)  of the FBCA  provides  that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any proceeding  referred to in  subsections  (1) and
(2) of Section 607.0850 or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses actually and reasonably incurred
by him or her in connection with the defense.

     Section  607.0850(4)  of the FBCA provides that any  indemnification  under
subsections (1) and (2) of Section 607.0850, unless determined by a court, shall
be made by the  corporation  only as  authorized  in the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the circumstances because he or she has met the applicable standard
of  conduct  set forth in  subsections  (1) and (2) of  Section  607.0850.  Such
determination shall be made:

                                      II-2
<PAGE>

     (a) by the board of directors by a majority vote of a quorum  consisting of
directors who were not parties to such proceeding;

     (b) if such a  quorum  is not  obtainable,  or,  even if  obtainable,  by a
majority vote of a committee duly designated by the board of directors (in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to the proceeding;

     (c) by independent legal counsel:

         (1) selected by the  board of directors as  prescribed in paragraph (a)
or a committee selected as prescribed in paragraph (b); or

         (2) if no quorum of directors can be obtained  under  paragraph (a) and
no committee can be designated  under  paragraph  (b), by a majority vote of the
full board of directors (in which directors who are parties may participate); or

     (d) by the  shareholders by a majority vote of a quorum of shareholders who
were not  parties  to such  proceedings  or if no  quorum  is  obtainable,  by a
majority vote of shareholders who were not parties to such proceeding.

     Expenses incurred by a director or officer in defending a civil or criminal
proceeding may be paid by the  corporation  in advance of the final  disposition
thereof  upon  receipt of an  undertaking  by or on behalf of such  director  or
officer to repay such amount if it is ultimately  determined  that such director
or officer is not entitled to indemnification under Section 607.0850.

     Section 607.0850(7) of the FBCA states that indemnification and advancement
of expenses are not  exclusive  and empowers the  corporation  to make any other
further  indemnification or advancement of expenses of its directors,  officers,
employees  or  agents  under  any  bylaw,  agreement,  vote of  shareholders  or
disinterested directors or otherwise, for actions in an official capacity and in
other  capacities  while  holding  an  office.  However,  a  corporation  cannot
indemnify  or  advance  expenses  if a  judgment  or  other  final  adjudication
establishes  that the actions of the  director,  officer,  employee or agent (a)
violated  criminal  law,  unless the  director,  officer,  employee or agent had
reasonable  cause to believe his or her conduct was lawful or had no  reasonable
cause to believe  his or her  conduct  was  unlawful,  (b)  derived an  improper
personal  benefit  from  such  transaction,  (c)  was  or  is  a  director  in a
circumstance where the liability under Section 607.0834 of the FBCA (relating to
unlawful  distributions)  applies,  or (d)  engages  in  willful  misconduct  or
conscious disregard for the best interests of the corporation in a proceeding by
or in right of the  corporation  to  procure  a  judgment  in its  favor or in a
proceeding by or in right of a shareholder.

     Section 607.0850(9) of the FBCA permits any director,  officer, employee or
agent  who is or was a party to a  proceeding  to apply for  indemnification  or
advancement of expenses to any court of competent jurisdiction.

     Section  607.0850(12)  of the FBCA  permits a  corporation  to purchase and
maintain  insurance  for a  director,  officer,  employee  or agent  against any
liability  incurred in his or her official capacity or arising out of his or her
status as such  regardless  of the  corporation's  power to indemnify him or her
against such liability under this section.

                                      II-3
<PAGE>

     According  to Section  607.0831 of the FBCA,  a director is not  personally
liable  for  monetary  damages  to the  Company  or any  other  person  for  any
statement,  vote, decision or failure to act, regarding corporate  management or
policy,  unless  the  director  breached  or failed to  perform  his duties as a
director  and the  director's  breach of, or failure  to  perform  those  duties
constitutes: (i) a violation of criminal law, unless the director had reasonable
cause to believe  his conduct was lawful or had no reason to believe his conduct
was  unlawful;  (ii) a  transaction  from which the  director  derived  improper
personal  benefit;  (iii) a violation  of Section  607.0834  of the FBCA,  which
concerns  unlawful  payment of  dividends;  or (iv) in a proceeding by or in the
right of the  corporation  or a proceeding  by or in the right of someone  other
than the corporation or a stockholder, conscious disregard for the best interest
of the corporation, or willful misconduct, or recklessness or an act or omission
which  was  committed  in bad  faith or with  malicious  purpose  or in a manner
exhibiting wanton and willful disregard of human rights, safety or property.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     We have listed the  Exhibits  required  to be filed with this  Registration
Statement in the following  Exhibit Index.  We  incorporate  by reference  those
exhibits that have previously been filed with the Commission.

Item 9.  Undertakings.

     The Company 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  end 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 a 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;

                                      II-4
<PAGE>

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Company  pursuant to section 13 or section  15(d) of the Exchange  Act, 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.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933,  each filing of the  Company's  annual  report  pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) of the
Exchange Act) that is  incorporated by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     (5) That,  insofar as  indemnification  for  liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the provisions  described under Item 6 above,
or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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.

                                      II-5
<PAGE>

                                   SIGNATURES

The Registrant.  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  Jacksonville,  state of Florida, on the 18th day of
February, 1999.

                                           FPIC INSURANCE GROUP, INC.
                                                  (Registrant)


                                           By: /s/ William R. Russell
                                           -------------------------------------
                                           William R. Russell
                                           President and Chief Executive Officer

                                      II-6
<PAGE>

                                POWER OF ATTORNEY

     KNOW BY ALL  PERSONS BY THESE  PRESENTS  that each person  whose  signature
appears below  constitutes  and appoints  William R.  Russell,  Robert B. Finch,
Donald J. Sabia,  Charles W.  Emanuel and John R. Byers,  and each of them (with
full power in each to act alone), as his true and lawful attorneys-  in-fact and
agents, 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 such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
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 either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on February 18, 1999.

            Signature                                  Title
            ---------                                  -----

/s/ James G. White, M.D.                Chairman of the Board of Directors
------------------------------------
James G. White, M.D.

/s/ Guy T. Selander, M.D.               Vice Chairman of the Board of Directors
------------------------------------
Guy T. Selander, M.D.

                                        Director
------------------------------------
Gaston J. Acosta-Rua, M.D.

/s/ James W. Bridges, M.D.              Director
------------------------------------
James W. Bridges, M.D.

/s/ J. Stewart Hagin, M.D.              Director
------------------------------------
J. Stewart Hagin, M.D.

/s/ D. L. Van Eldik, M.D.               Director
------------------------------------
D. L. Van Eldik, M.D.


/s/ Henry M. Yonge, M.D.                Director
------------------------------------
Henry M. Yonge, M.D.


                                      II-7
<PAGE>


/s/ Curtis E. Gause, D.D.S.             Director
------------------------------------
Curtis E. Gause, D.D.S.

/s/ Frank Moya, M.D.                    Director
------------------------------------
Frank Moya, M.D.

/s/ David M. Shapiro, M.D.              Director
------------------------------------
David M. Shapiro, M.D.

/s/ Richard J. Bagby, M.D.              Director
------------------------------------
Richard J. Bagby, M.D.

/s/ Robert O. Baratta, M.D.             Director
------------------------------------
Robert O. Baratta, M.D.

/s/ Louis C. Murray, M.D.               Director
------------------------------------
Louis C. Murray,  M.D.

/s/ William R. Russell                  President, Chief Executive Officer and
------------------------------------    Director (Principal Executive Officer)
William R. Russell

/s/ Robert B. Finch                     Executive Vice President and Treasurer
------------------------------------    (Principal Financial Officer)
Robert B. Finch

/s/ Donald J. Sabia                     Vice President and Controller (Principal
------------------------------------    Accounting Officer)
Donald J. Sabia



                                      II-8
<PAGE>



                                  EXHIBIT INDEX


   Exhibit
     No.
   -------
    3(a)       Restated Articles of Incorporation of the Company,  (incorporated
               by  reference  to  Exhibit  3(a)  to the  Company's  Registration
               Statement on Form S-4 (File No.  333-2040),  first filed with the
               Commission on March 7, 1996)

    3(b)       Bylaws of the Company,  as amended  (incorporated by reference to
               Exhibit 4(b) to the Company's Registration Statement on Form S- 8
               (File No. 333-____),  first filed with the Commission on February
               18, 1999)

     5         Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

    23(a)      Consent of KPMG, LLP

    23(b)      Consent of LeBoeuf,  Lamb, Greene & MacRae,  L.L.P.  (included in
               Exhibit 5)

     24        Power  of  Attorney  (included  on the  signature  page  of  this
               Registration Statement)

     99        Director Stock Option Plan (incorporated by reference to Appendix
               A-1 of the Company's  Definitive  Proxy  Statement filed with the
               Commission on May 8, 1998)

                                      II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24217}]
{"company-data": {"conformed-name": "FPIC INSURANCE GROUP INC", "cik": "0001010247", "assigned-sic": "6311", "irs-number": "593359111", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72601", "film-number": "99545494"}, "business-address": {"street1": "1000 RIVERSIDE AVE", "street2": "STE 800", "city": "JACKSONVILLE", "state": "FL", "zip": "32204", "phone": "9043545910"}, "mail-address": {"street1": "P O BOX 44033", "city": "JACKSONVILLE", "state": "FL", "zip": "32231"}}
As filed with the Securities and Exchange Commission on February 18, 1999
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------

                           FPIC INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)
           Florida                                             No. 59-3359111
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)
          1000 Riverside Avenue, Suite 800, Jacksonville, Florida 32204
          (Address of principal executive office, including zip code)

                             -----------------------

                           DIRECTOR STOCK OPTION PLAN
                              (Full title of plan)

                             -----------------------

                               John R. Byers, Esq.
                  Executive Vice President and General Counsel
                           FPIC Insurance Group, Inc.
          1000 Riverside Avenue, Suite 800, Jacksonville Florida 32204
                                 (904) 354-5910
 (Name, address and telephone number, including area code, of agent for service)

                             -----------------------

                                   Copies to:
                             Michael B. Kirwan, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        50 North Laura Street, Suite 2800
                           Jacksonville, Florida 32202
                                 (904) 354-8000

                             -----------------------
CALCULATION OF REGISTRATION FEE

  Title of each class                                   Proposed             Proposed maximum
  of securities to be         Amount to be          maximum offering        aggregate offering           Amount of
      registered               registered           price per share*              price*             registration fee
  -------------------         ------------          ----------------        ------------------       ----------------
Common Stock,                    300,000                 $23.37                 $7,011,000               $1,949.06
$.10 par value per               shares
share
*Estimated solely for purposes of calculating the registration fee in accordance
with Rule  457(h)  and  based  upon the  average  exercise  price at which  such
outstanding  options to purchase shares of the  Registrant's  common stock under
the Director Stock Option Plan may be exercised.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 under the Securities Act of 1933, as amended (the  "Securities Act of 1933")
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

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange  Commission (the "Commission") are hereby  incorporated by reference in
this Registration Statement:

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

     (b) The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March 31, 1998, June 30, 1998, and September 30, 1998.

     (c)  Description  of  the  Company's  Common  Stock  as  set  forth  in the
Registration Statement on Form 8-A/A dated July 30, 1996.

     (d) The Company's  reports on Form 8-K,  filed with the  Commission on July
15, 1998 and January 21, 1999.

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

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that also is or is deemed to be  incorporated by reference  herein)  modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.

Item 4.  Description of Securities.

     Not applicable.

                                      II-1
Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of  Directors and Officers.

     Article VI of the Bylaws of the Company provides for indemnification of the
Company's directors,  officers,  employees or agents in accordance with the laws
of the State of Florida.

     Section  607.0850(1) of the Florida  Business  Corporation Act (the "FBCA")
empowers  a  corporation  to  indemnify  any person who was or is a party to any
proceeding  (other  than an  action by or in the  right of the  corporation)  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the  corporation or is or was serving at the request of the corporation
as a  director,  officer,  employee  or  agent of the  corporation  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  liability  incurred  in  connection  with such  proceeding
(including  any  appeal)  if he or she acted in good faith and in a manner he or
she  reasonably  believed to be in, or not opposed to, the best interests of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

     Section  607.0850(2)  of the FBCA empowers a  corporation  to indemnify any
person  who  was or is a  party  to any  proceeding  by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted in any of the  capacities  set forth in the  preceding  paragraph,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors,  the estimated  expenses of litigating the proceeding
including appeals,  provided that the person acted under the standards set forth
in the preceding  paragraph.  However,  no  indemnification  may be made for any
claim,  issue or matter as to which such person is adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was brought,  or
any other court of competent  jurisdiction,  determines upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses that the court deems proper.

     Section  607.0850(3)  of the FBCA  provides  that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any proceeding  referred to in  subsections  (1) and
(2) of Section 607.0850 or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses actually and reasonably incurred
by him or her in connection with the defense.

     Section  607.0850(4)  of the FBCA provides that any  indemnification  under
subsections (1) and (2) of Section 607.0850, unless determined by a court, shall
be made by the  corporation  only as  authorized  in the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the circumstances because he or she has met the applicable standard
of  conduct  set forth in  subsections  (1) and (2) of  Section  607.0850.  Such
determination shall be made:

                                      II-2
(a) by the board of directors by a majority vote of a quorum  consisting of
directors who were not parties to such proceeding;

     (b) if such a  quorum  is not  obtainable,  or,  even if  obtainable,  by a
majority vote of a committee duly designated by the board of directors (in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to the proceeding;

     (c) by independent legal counsel:

         (1) selected by the  board of directors as  prescribed in paragraph (a)
or a committee selected as prescribed in paragraph (b); or

         (2) if no quorum of directors can be obtained  under  paragraph (a) and
no committee can be designated  under  paragraph  (b), by a majority vote of the
full board of directors (in which directors who are parties may participate); or

     (d) by the  shareholders by a majority vote of a quorum of shareholders who
were not  parties  to such  proceedings  or if no  quorum  is  obtainable,  by a
majority vote of shareholders who were not parties to such proceeding.

     Expenses incurred by a director or officer in defending a civil or criminal
proceeding may be paid by the  corporation  in advance of the final  disposition
thereof  upon  receipt of an  undertaking  by or on behalf of such  director  or
officer to repay such amount if it is ultimately  determined  that such director
or officer is not entitled to indemnification under Section 607.0850.

     Section 607.0850(7) of the FBCA states that indemnification and advancement
of expenses are not  exclusive  and empowers the  corporation  to make any other
further  indemnification or advancement of expenses of its directors,  officers,
employees  or  agents  under  any  bylaw,  agreement,  vote of  shareholders  or
disinterested directors or otherwise, for actions in an official capacity and in
other  capacities  while  holding  an  office.  However,  a  corporation  cannot
indemnify  or  advance  expenses  if a  judgment  or  other  final  adjudication
establishes  that the actions of the  director,  officer,  employee or agent (a)
violated  criminal  law,  unless the  director,  officer,  employee or agent had
reasonable  cause to believe his or her conduct was lawful or had no  reasonable
cause to believe  his or her  conduct  was  unlawful,  (b)  derived an  improper
personal  benefit  from  such  transaction,  (c)  was  or  is  a  director  in a
circumstance where the liability under Section 607.0834 of the FBCA (relating to
unlawful  distributions)  applies,  or (d)  engages  in  willful  misconduct  or
conscious disregard for the best interests of the corporation in a proceeding by
or in right of the  corporation  to  procure  a  judgment  in its  favor or in a
proceeding by or in right of a shareholder.

     Section 607.0850(9) of the FBCA permits any director,  officer, employee or
agent  who is or was a party to a  proceeding  to apply for  indemnification  or
advancement of expenses to any court of competent jurisdiction.

     Section  607.0850(12)  of the FBCA  permits a  corporation  to purchase and
maintain  insurance  for a  director,  officer,  employee  or agent  against any
liability  incurred in his or her official capacity or arising out of his or her
status as such  regardless  of the  corporation's  power to indemnify him or her
against such liability under this section.

                                      II-3
According  to Section  607.0831 of the FBCA,  a director is not  personally
liable  for  monetary  damages  to the  Company  or any  other  person  for  any
statement,  vote, decision or failure to act, regarding corporate  management or
policy,  unless  the  director  breached  or failed to  perform  his duties as a
director  and the  director's  breach of, or failure  to  perform  those  duties
constitutes: (i) a violation of criminal law, unless the director had reasonable
cause to believe  his conduct was lawful or had no reason to believe his conduct
was  unlawful;  (ii) a  transaction  from which the  director  derived  improper
personal  benefit;  (iii) a violation  of Section  607.0834  of the FBCA,  which
concerns  unlawful  payment of  dividends;  or (iv) in a proceeding by or in the
right of the  corporation  or a proceeding  by or in the right of someone  other
than the corporation or a stockholder, conscious disregard for the best interest
of the corporation, or willful misconduct, or recklessness or an act or omission
which  was  committed  in bad  faith or with  malicious  purpose  or in a manner
exhibiting wanton and willful disregard of human rights, safety or property.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     We have listed the  Exhibits  required  to be filed with this  Registration
Statement in the following  Exhibit Index.  We  incorporate  by reference  those
exhibits that have previously been filed with the Commission.

Item 9.  Undertakings.

     The Company 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  end 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 a 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;

                                      II-4
provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Company  pursuant to section 13 or section  15(d) of the Exchange  Act, 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.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933,  each filing of the  Company's  annual  report  pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) of the
Exchange Act) that is  incorporated by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     (5) That,  insofar as  indemnification  for  liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the provisions  described under Item 6 above,
or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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.

                                      II-5
SIGNATURES

The Registrant.  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  Jacksonville,  state of Florida, on the 18th day of
February, 1999.

                                           FPIC INSURANCE GROUP, INC.
                                                  (Registrant)

                                           By: /s/ William R. Russell
                                           -------------------------------------
                                           William R. Russell
                                           President and Chief Executive Officer

                                      II-6
POWER OF ATTORNEY

     KNOW BY ALL  PERSONS BY THESE  PRESENTS  that each person  whose  signature
appears below  constitutes  and appoints  William R.  Russell,  Robert B. Finch,
Donald J. Sabia,  Charles W.  Emanuel and John R. Byers,  and each of them (with
full power in each to act alone), as his true and lawful attorneys-  in-fact and
agents, 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 such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
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 either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on February 18, 1999.

            Signature                                  Title
            ---------                                  -----

/s/ James G. White, M.D.                Chairman of the Board of Directors
------------------------------------
James G. White, M.D.

/s/ Guy T. Selander, M.D.               Vice Chairman of the Board of Directors
------------------------------------
Guy T. Selander, M.D.

                                        Director
------------------------------------
Gaston J. Acosta-Rua, M.D.

/s/ James W. Bridges, M.D.              Director
------------------------------------
James W. Bridges, M.D.

/s/ J. Stewart Hagin, M.D.              Director
------------------------------------
J. Stewart Hagin, M.D.

/s/ D. L. Van Eldik, M.D.               Director
------------------------------------
D. L. Van Eldik, M.D.

/s/ Henry M. Yonge, M.D.                Director
------------------------------------
Henry M. Yonge, M.D.

                                      II-7
/s/ Curtis E. Gause, D.D.S.             Director
------------------------------------
Curtis E. Gause, D.D.S.

/s/ Frank Moya, M.D.                    Director
------------------------------------
Frank Moya, M.D.

/s/ David M. Shapiro, M.D.              Director
------------------------------------
David M. Shapiro, M.D.

/s/ Richard J. Bagby, M.D.              Director
------------------------------------
Richard J. Bagby, M.D.

/s/ Robert O. Baratta, M.D.             Director
------------------------------------
Robert O. Baratta, M.D.

/s/ Louis C. Murray, M.D.               Director
------------------------------------
Louis C. Murray,  M.D.

/s/ William R. Russell                  President, Chief Executive Officer and
------------------------------------    Director (Principal Executive Officer)
William R. Russell

/s/ Robert B. Finch                     Executive Vice President and Treasurer
------------------------------------    (Principal Financial Officer)
Robert B. Finch

/s/ Donald J. Sabia                     Vice President and Controller (Principal
------------------------------------    Accounting Officer)
Donald J. Sabia

                                      II-8
EXHIBIT INDEX

   Exhibit
     No.
   -------
    3(a)       Restated Articles of Incorporation of the Company,  (incorporated
               by  reference  to  Exhibit  3(a)  to the  Company's  Registration
               Statement on Form S-4 (File No.  333-2040),  first filed with the
               Commission on March 7, 1996)

    3(b)       Bylaws of the Company,  as amended  (incorporated by reference to
               Exhibit 4(b) to the Company's Registration Statement on Form S- 8
               (File No. 333-____),  first filed with the Commission on February
               18, 1999)

     5         Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

    23(a)      Consent of KPMG, LLP

    23(b)      Consent of LeBoeuf,  Lamb, Greene & MacRae,  L.L.P.  (included in
               Exhibit 5)

     24        Power  of  Attorney  (included  on the  signature  page  of  this
               Registration Statement)

     99        Director Stock Option Plan (incorporated by reference to Appendix
               A-1 of the Company's  Definitive  Proxy  Statement filed with the
               Commission on May 8, 1998)

                                      II-9