AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999
                                                  REGISTRATION NO. 333-________
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933



                         HIGHLANDS INSURANCE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)



            DELAWARE                                   75-2370945
      (State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
       Incorporation or Organization)

                                1000 LENOX DRIVE
                         LAWRENCEVILLE, NEW JERSEY 08648
                                 (609) 896-1921
               (Address, Including Zip Code, and Telephone Number,
       including Area Code, of Registrant's Principal Executive Offices)

               HIGHLANDS INSURANCE GROUP 1995 DIRECTORS STOCK PLAN
               HIGHLANDS INSURANCE GROUP 1997 RESTRICTED STOCK PLAN
                             (Full Titles of Plans)

                           STEPHEN J. GREENBERG, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                         HIGHLANDS INSURANCE GROUP, INC.
                                1000 LENOX DRIVE
                         LAWRENCEVILLE, NEW JERSEY 08648
                                 (609) 896-1921
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)


                                   Copies to:

                             ALAN H. LIEBLICH, ESQ.
                       SCHNADER HARRISON SEGAL & LEWIS LLP
                         1600 MARKET STREET, SUITE 3600
                        PHILADELPHIA, PENNSYLVANIA 19103
                                 (215) 751-2000

<PAGE>

<TABLE>

                 CALCULATION OF REGISTRATION FEE

<CAPTION>
<S>                            <C>           <C>               <C>                 <C>
                              Proposed       Proposed
                              Maximum        Maximum
Title of Each Class of        Amount to be   Offering Price    Aggregate         Amount of
Securities to be Registered   Registered(1)  Per Share(2)      Offering Price(2) Registration
                                                                                    Fee(3)
---------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share                400,000        $10.625             $4,250,000       $1,181.50

<FN>

     (1)  This  Registration  Statement  covers  shares of  Common  Stock of the
          Registrant,  which  may be  offered  or  sold  pursuant  to  the  1995
          Directors Plan and the 1997 Restricted  Stock Plan. The contents of an
          earlier  Registration  Statement  covering  1,350,000 shares of Common
          Stock,  Registration No. 333-34701,  is incorporated by this reference
          in this  Registration  Statement.  This  Registration  Statement  also
          relates to such indeterminate  number of shares of Common Stock of the
          Registrant as may be issued to prevent  dilution  resulting from stock
          dividends,  stock splits or similar  transactions  in accordance  with
          Rule 416 under the Securities Act of 1933, as amended.

     (2)  Estimated  upon the basis of the average of the high and low prices of
          the Common  Stock on the New York  Stock  Exchange  on June 29,  1999,
          solely for purposes of calculating the registration fee.

     (3)  Calculated  pursuant  to Section  6(b) as  follows:  proposed  maximum
          offering price multiplied by .000278.
</FN>
</TABLE>

<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  following  documents  filed  with  the  Commission  by  Highlands
Insurance Group, Inc. (the "Company") are incorporated herein by reference:

          All documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have  been  sold or which  registers  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the  respective  date of
filing of each such document.


ITEM 8. EXHIBITS.

          The following is a list of exhibits filed as part of this Registration
Statement.


5.1  Opinion and consent of Schnader Harrison Segal & Lewis LLP.

23.1 Consent of KPMG LLP.

23.2 Consent of Schnader Harrison Segal & Lewis LLP.(included in Exhibit 5.1).

24.1 Powers of Attorney of directors  and officers of the  Registrant (see page
     II-2 of this Registration Statement).

<PAGE>


                                POWER OF ATTORNEY

          The  registrant and each person whose  signature  appears below hereby
designates  and appoints  Willis T. King,  Jr.,  Charles J. Bachand,  Stephen J.
Greenberg  and  Stephen  L.  Kibblehouse,  and  each  of  them,  as  its  or his
attorneys-in-fact (the "Attorneys-in-Fact") with full power to act alone, and to
execute  in the name and on  behalf  of the  Registrant  and each  such  person,
individually  in each capacity stated below,  one or more amendments  (including
post-effective  amendments)  to this  Registration  Statement on Form S-8, which
amendments may make such changes in this  Registration  Statement on Form S-8 as
any such Attorney-in-Fact deems appropriate,  and to file each such amendment to
this  Registration  Statement on Form S-8 together with all exhibits thereto and
any and all documents in connection therewith.


                                   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 of filing on Form S-8 and has duly caused this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Lawrenceville, State of New Jersey.


Dated: June 29, 1999


                                   Highlands Insurance Group, Inc.



                                   By:  /s/Willis T. King, Jr.
                                        ----------------------
                                        Willis T. King, Jr.
                                        Chairman, President and
                                        Chief Executive Officer


          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons  on  behalf of the  Registrant  and in the  capacities  and on the dates
indicated.



SIGNATURE                          TITLE                        DATE


/s/ Willis T. King, Jr.
-----------------------       Chairman, President and       June 29, 1999
   Willis T. King, Jr.        Chief Executive Officer

/s/ Charles J. Bachand
-----------------------       Vice President, Treasurer     June 29, 1999
   Charles J. Bachand         Principal Accounting Officer

/s/ Robert A. Spass
-----------------------       Director                      June 29, 1999
   Robert A. Spass


<PAGE>

/s/ Bradley E. Cooper
-----------------------       Director                      June 29, 1999
   Bradley E. Cooper

/s/ W. Bernard Pieper
-----------------------       Director                      June 29, 1999
W. Bernard Pieper

/s/ Kenneth S. Crews
-----------------------       Director                      June 29, 1999
   Kenneth S. Crews

/s/ Philip J. Hawk
-----------------------       Director                      June 29, 1999
   Philip J. Hawk

/s/ Robert W. Shower
-----------------------       Director                      June 29, 1999
   Robert W. Shower

/s/ Richard M. Haverland
-----------------------       Director                      June 29, 1999
   Richard M. Haverland

<PAGE>


                                  EXHIBIT INDEX


5.1       Opinion and consent of Schnader Harrison Segal & Lewis LLP.

23.1      Consent of KPMG LLP.

23.2      Consent of Schnader Harrison Segal & Lewis LLP. (included in
          Exhibit 5.1).

24.1      Powers of Attorney of directors and officers of the Registrant (see
          page II-2 of this Registration Statement).
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9018}]
{"company-data": {"conformed-name": "HIGHLANDS INSURANCE GROUP INC", "cik": "0001002816", "assigned-sic": "6331", "irs-number": "752370945", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82141", "film-number": "99658295"}, "business-address": {"street1": "10370 RICHMOND AVE", "city": "HOUSTON", "state": "TX", "zip": "77042-4123", "phone": "7139529555"}, "mail-address": {"street1": "10370 RICHMOND AVE", "city": "HOUSTON", "state": "TX", "zip": "77042-4123"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999
                                                  REGISTRATION NO. 333-________
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                         HIGHLANDS INSURANCE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                   75-2370945
      (State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
       Incorporation or Organization)

                                1000 LENOX DRIVE
                         LAWRENCEVILLE, NEW JERSEY 08648
                                 (609) 896-1921
               (Address, Including Zip Code, and Telephone Number,
       including Area Code, of Registrant's Principal Executive Offices)

               HIGHLANDS INSURANCE GROUP 1995 DIRECTORS STOCK PLAN
               HIGHLANDS INSURANCE GROUP 1997 RESTRICTED STOCK PLAN
                             (Full Titles of Plans)

                           STEPHEN J. GREENBERG, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                         HIGHLANDS INSURANCE GROUP, INC.
                                1000 LENOX DRIVE
                         LAWRENCEVILLE, NEW JERSEY 08648
                                 (609) 896-1921
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             ALAN H. LIEBLICH, ESQ.
                       SCHNADER HARRISON SEGAL & LEWIS LLP
                         1600 MARKET STREET, SUITE 3600
                        PHILADELPHIA, PENNSYLVANIA 19103
                                 (215) 751-2000
CALCULATION OF REGISTRATION FEE
Proposed       Proposed
                              Maximum        Maximum
Title of Each Class of        Amount to be   Offering Price    Aggregate         Amount of
Securities to be Registered   Registered(1)  Per Share(2)      Offering Price(2) Registration
                                                                                    Fee(3)
---------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share                400,000        $10.625             $4,250,000       $1,181.50
(1)  This  Registration  Statement  covers  shares of  Common  Stock of the
          Registrant,  which  may be  offered  or  sold  pursuant  to  the  1995
          Directors Plan and the 1997 Restricted  Stock Plan. The contents of an
          earlier  Registration  Statement  covering  1,350,000 shares of Common
          Stock,  Registration No. 333-34701,  is incorporated by this reference
          in this  Registration  Statement.  This  Registration  Statement  also
          relates to such indeterminate  number of shares of Common Stock of the
          Registrant as may be issued to prevent  dilution  resulting from stock
          dividends,  stock splits or similar  transactions  in accordance  with
          Rule 416 under the Securities Act of 1933, as amended.

     (2)  Estimated  upon the basis of the average of the high and low prices of
          the Common  Stock on the New York  Stock  Exchange  on June 29,  1999,
          solely for purposes of calculating the registration fee.

     (3)  Calculated  pursuant  to Section  6(b) as  follows:  proposed  maximum
          offering price multiplied by .000278.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  following  documents  filed  with  the  Commission  by  Highlands
Insurance Group, Inc. (the "Company") are incorporated herein by reference:

          All documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have  been  sold or which  registers  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the  respective  date of
filing of each such document.

ITEM 8. EXHIBITS.

          The following is a list of exhibits filed as part of this Registration
Statement.

5.1  Opinion and consent of Schnader Harrison Segal & Lewis LLP.

23.1 Consent of KPMG LLP.

23.2 Consent of Schnader Harrison Segal & Lewis LLP.(included in Exhibit 5.1).

24.1 Powers of Attorney of directors  and officers of the  Registrant (see page
     II-2 of this Registration Statement).
POWER OF ATTORNEY

          The  registrant and each person whose  signature  appears below hereby
designates  and appoints  Willis T. King,  Jr.,  Charles J. Bachand,  Stephen J.
Greenberg  and  Stephen  L.  Kibblehouse,  and  each  of  them,  as  its  or his
attorneys-in-fact (the "Attorneys-in-Fact") with full power to act alone, and to
execute  in the name and on  behalf  of the  Registrant  and each  such  person,
individually  in each capacity stated below,  one or more amendments  (including
post-effective  amendments)  to this  Registration  Statement on Form S-8, which
amendments may make such changes in this  Registration  Statement on Form S-8 as
any such Attorney-in-Fact deems appropriate,  and to file each such amendment to
this  Registration  Statement on Form S-8 together with all exhibits thereto and
any and all documents in connection therewith.

                                   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 of filing on Form S-8 and has duly caused this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Lawrenceville, State of New Jersey.

Dated: June 29, 1999

                                   Highlands Insurance Group, Inc.

                                   By:  /s/Willis T. King, Jr.
                                        ----------------------
                                        Willis T. King, Jr.
                                        Chairman, President and
                                        Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons  on  behalf of the  Registrant  and in the  capacities  and on the dates
indicated.

SIGNATURE                          TITLE                        DATE

/s/ Willis T. King, Jr.
-----------------------       Chairman, President and       June 29, 1999
   Willis T. King, Jr.        Chief Executive Officer

/s/ Charles J. Bachand
-----------------------       Vice President, Treasurer     June 29, 1999
   Charles J. Bachand         Principal Accounting Officer

/s/ Robert A. Spass
-----------------------       Director                      June 29, 1999
   Robert A. Spass
/s/ Bradley E. Cooper
-----------------------       Director                      June 29, 1999
   Bradley E. Cooper

/s/ W. Bernard Pieper
-----------------------       Director                      June 29, 1999
W. Bernard Pieper

/s/ Kenneth S. Crews
-----------------------       Director                      June 29, 1999
   Kenneth S. Crews

/s/ Philip J. Hawk
-----------------------       Director                      June 29, 1999
   Philip J. Hawk

/s/ Robert W. Shower
-----------------------       Director                      June 29, 1999
   Robert W. Shower

/s/ Richard M. Haverland
-----------------------       Director                      June 29, 1999
   Richard M. Haverland
EXHIBIT INDEX

5.1       Opinion and consent of Schnader Harrison Segal & Lewis LLP.

23.1      Consent of KPMG LLP.

23.2      Consent of Schnader Harrison Segal & Lewis LLP. (included in
          Exhibit 5.1).

24.1      Powers of Attorney of directors and officers of the Registrant (see
          page II-2 of this Registration Statement).