9

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C., 20549

                             Amendment No. 1 on
                                FORM 10-K/A
                       TO ANNUAL REPORT ON FORM 10-K


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                              ACT OF 1934
                 For the fiscal year ended December 31, 2001
                                OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the transition period from ___________ to ___________.

                     Commission file number: 0-14950
                            Argonaut Group, Inc.
              (Exact name of Registrant as specified in its charter)

            Delaware                                         95-4057601
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification Number)

  10101 Reunion Place, Suite 800
       San Antonio, Texas                                            78216
(Address of principal executive offices)                          (Zip code)

                               (210) 321-8400
                (Registrant's telephone number including area code)

              Securities registered pursuant to section 12(g) of the Act:

                   Common Stock, par value of $0.10 per share
                              (Title of securities)

Indicate  by check mark  whether the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities Exchange Act
of 1934 during the  preceding 12 months (or for such shorter  period that the
registrant  was required to file such  reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes [X]  No [  ]

Indicate by check mark if disclosure of delinquent  filers pursuant to Item 405
of Regulation S-K is not contained  herein,  and will not be contained,  to
the best of the registrant's  knowledge,  in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]

As of March 25, 2002, the registrant had 21,557,238 shares of Common Stock
outstanding,  and the aggregate market value of the voting stock
held by nonaffiliates was approximately $409.8 million.

                      DOCUMENTS INCORPORATED BY REFERENCE

Part I and II:  Excerpts from Argonaut Group, Inc.'s Annual Report to
Shareholders for the Year Ended December 31, 2001
Part III:  Excerpts from Argonaut Group, Inc.'s Proxy Statement for the Annual
 Meeting of Shareholders to be held on April 30, 2002

                              Explanatory Note

This  Amendment  is being  filed to effect a  correction  to the first
sentence  of the first  paragraph  of Item 9.,  Changes  in and Disagreements
with Accountants on Accounting and Financial  Disclosure,  as well as to
include a revised Report of Independent Public Accountants on Schedules.

<PAGE>

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

On March 25,  2002,  the Company  dismissed  Arthur  Andersen  LLP
("Andersen")  as its  independent  auditors to audit the  Company's
consolidated  financial  statements  for the year ended  December 31, 2002.
The decision was  recommended to the Board of Directors by the Audit
Committee and  approved  by the Board of  Directors.  The  decision  to change
independent  auditors  was the  result of a competitive  bidding  process for
such audit services  planned since the fourth quarter of 2001 and conducted
during the first quarter of 2002.  The current circumstances surrounding
Andersen were considered as part of the evaluation process.

Andersen's reports on the Company's  consolidated  financial  statements for
each of the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion,  nor were they qualified or modified as to
uncertainty,  audit scope or accounting principles.

During the years ended December 31, 2001 and 2000 and through March 25, 2002,
there were no  disagreements  with Andersen on any matter of accounting
principles or practices,  financial  statement  disclosure,  or auditing scope
or procedure,  which  agreements,  if not resolved  to  Andersen's
satisfaction,  would have caused  them to make  reference  to the  subject
matter of such  disagreements  in connection with their report on the
Company's  consolidated  financial  statements for such years.  During the
years ended December 31, 2001 and 2000 and through March 25, 2002, there
were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.

We provided  Andersen with a copy of the foregoing  disclosures.  Attached,
as Exhibit 16 hereto is a letter dated March 25, 2002 from Andersen to the
Securities and Exchange Commission stating its agreement with such disclosures.

Also filed  herewith  as Exhibit 99 is a letter  dated  March 25,  2002 from
the  Company to the  Securities  and  Exchange  Commission detailing  certain
quality  assurances with respect to the audit of its consolidated  financial
statements for the year ended December 31, 2001 that Andersen provided to the
Company in a letter dated March 25, 2002.

New Independent Accountants

On March 25,  2002,  the  Company  appointed  Ernst & Young LLP
("Ernst & Young") to serve as its  independent  auditors  to audit the
Company's  consolidated  financial  statements for the fiscal year ending
December 31, 2002. The decision was recommended to the Board of Directors by
the Audit Committee and approved by the Board of Directors at the conclusion
of a competitive bidding process.

Ernst & Young was Front  Royal's  auditor  prior to the Company's  acquisition
of Front Royal and Andersen  relied on Ernst & Young to audit Front Royal for
the period August 31, 2001 through December 31, 2001.

During the years ended  December 31, 2001 and 2000 and through  March 25,
2002,  the Company did not consult Ernst & Young with respect to the
application of accounting  principles to a specified  transaction,  either
completed or proposed,  or the type of audit opinion that might be rendered
on the Company's  consolidated  financial statements,  or any other matters
or reportable events as set forth in Items 304(a)(2)(i) and (ii) of
Regulation S-K.


<PAGE>
                            PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  1.  Financial Statements

         Selected Financial Data

         Report of Independent Public Accountants

         Consolidated Balance Sheets  -  December 31, 2001 and 2000

         Consolidated Statements of Operations
              For the Years Ended December 31, 2001, 2000 and 1999

         Consolidated Statements of Comprehensive Income
              For the Years Ended December 31, 2001, 2000 and 1999

         Consolidated Statements of Shareholders' Equity
              For the Years Ended December 31, 2001, 2000 and 1999

         Consolidated Statements of Cash Flow
              For the Years Ended December 31, 2001, 2000 and 1999

         Notes to Consolidated Financial Statements

         Quarterly Financial Data (Unaudited)

         Common Stock Market Prices (Unaudited)

         Management's Discussion and Analysis of Results of Operations and
              Financial Condition

(a)  2.  Financial Statement Schedules
              Report of Independent Public Accountants on Schedules

         Schedule II - Condensed Financial Information of Registrant
              December 31, 2001 and 2000

         Schedule III - Supplementary Insurance Information for the years ended
              December 31, 2001, 2000 and 1999

All other schedules and notes specified  under  Regulation S-X are omitted
because they are either not applicable,  not required or the
information  called for therein  appears in  response to the items of Form 10-K
or in the  Consolidated  Financial  Statements  and the related Notes to
Consolidated Financial Statements of Argonaut Group, Inc. and its subsidiaries
listed on the above index.

<PAGE>


            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES



To the Shareholders of Argonaut Group, Inc.

We have audited in accordance with auditing standards  generally accepted in
the United States, the consolidated  financial  statements included in
Argonaut  Group,  Inc.'s annual report to  shareholders'  incorporated
by reference in this Form 10-K,  and have issued our report  thereon dated
January 29, 2002.  Our audit was made for the purpose of forming an opinion
on the basic  consolidated  financial statements  taken as a whole.  The
schedules listed in Part IV, Item 14(a)(2) are the  responsibility  of the
Company's  management and are  presented  for  purposes  of  complying  with
the  Securities  and  Exchange  Commission's  rules  and are not  part of
the  basic consolidated  financial  statements.  These schedules have been
subjected to the auditing  procedures applied in our audit of the basic
consolidated  financial statements  and, in our  opinion,  based on our
audit and the report of other  auditors,  fairly  state in all material
respects then  financial  data required to be set forth therein in relation
to the basic  consolidated  financial  statements taken as a whole.





                                            ARTHUR ANDERSEN LLP


San Francisco, California
January 29, 2002


<PAGE>
<TABLE>
<CAPTION>
                                              ARGONAUT GROUP, INC.
                                                  SCHEDULE II
                                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                                ($ in millions)


BALANCE SHEETS

                                                                          December 31,
                                                                   ------------- ------------
                                                                        2001          2000
                                                                   ------------- ------------
                                                                   ------------- ------------
<S>                                                                <C>           <C>
Assets
   Short-term investments                                          $        4.4  $       1.0
   Cash and cash equivalents                                                0.1          0.1
   Investment in subsidiaries                                             446.6        493.6
   Goodwill                                                                27.4         30.0
   Deferred Federal income taxes                                            0.5          5.8
   Other assets                                                             8.8         10.3
                                                                   ------------- ------------

Total Assets                                                       $      487.8  $     540.8
                                                                   ============= ============

Liabilities & Shareholders' Equity
   Income taxes payable                                            $        3.1  $       3.6
   Other liabilities                                                        2.3          3.3
   Due to subsidiaries                                                     34.9         32.8
                                                                   ------------- ------------

Total Liabilities                                                          40.3         39.7

Shareholders Equity                                                       447.5        501.1
                                                                   ------------- ------------

Total Liabilities and Shareholders' Equity                         $      487.8  $     540.8
                                                                   ============= ============
</TABLE>
<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS


                                                                  For the Years Ended December 31,
                                                           ---------------  ----------------  --------------
                                                                 2001              2000             1999
                                                           ---------------  ----------------  --------------
<S>                                                        <C>                <C>              <C>

Revenues                                                     $     (0.5)       $      3.8      $        3.7

Expenses:
  Amortization of goodwill                                          2.8               2.8               2.8
  Other expenses                                                    4.1               9.5               5.0
                                                           ---------------  ----------------  --------------
  Total operating expenses                                          6.9              12.3               7.8
                                                           ---------------  ----------------  --------------

Loss before tax and undistributed earnings                        (7.4)             (8.5)             (4.1)
Benefit for income taxes                                          (1.2)             (4.5)             (0.4)
                                                           ---------------  ----------------  --------------

Net loss before equity in earnings of subsidiaries                (6.2)             (4.0)             (3.7)

Equity in earnings (loss) of subsidiaries                           9.1            (79.3)            (11.5)
                                                           ---------------  ----------------  --------------

Net income (loss)                                           $       2.9       $    (83.3)      $     (15.2)
                                                           ===============  ===============   ==============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                         ARGONAUT GROUP, INC.
                                                              SCHEDULE II
                                             CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                                            ($ in millions)


STATEMENTS OF CASH FLOW


                                                                               For the Years Ended
                                                                                  December 31,
                                                                         2001         2000        1999
                                                                       --------     -------     --------
<S>                                                                    <C>         <C>         <C>

Cash flows from operating activities:
   Net income (loss)                                                    $ 2.9       $(83.3)     $(15.2)
   Adjustments to reconcile net income (loss) to
   net cash provided by operations:
     Amortization                                                         2.8          2.8          2.8
     Undistributed loss (earnings) in subsidiaries                       (9.1)        79.3         11.5
     Dividend from subsidiaries                                          34.1         50.6         66.4
     Change in deferred federal income tax payable                        5.3         (2.5)        (0.6)
     Change in due from/to subsidiaries                                   2.1         (3.2)        13.3
     Change in federal income tax payable                                (0.5)         2.8         (6.2)
     Other, net                                                          (1.2)         1.1          0.1
                                                                       --------     --------     --------
   Net cash provided by operations                                       36.4         47.6         72.1
                                                                       --------     --------     --------

Cash flows from investing activities:
     Change in short-term investments                                    (3.4)        (0.9)        10.0
                                                                       --------     --------     --------
   Net cash provided (used) by investing activities                      (3.4)        (0.9)        10.0
                                                                       --------     --------     --------

Cash flows from financing activities:
     Retirement of common stock                                          (3.2)       (10.6)       (44.1)
     Payment of cash dividend                                           (29.8)       (36.2)       (38.9)
     Exercise of stock options                                            -            -            0.8
                                                                       --------     --------     --------
   Net cash used by financing activities                                (33.0)       (46.8)       (82.2)
                                                                       --------     --------     --------

Change in cash & cash equivalents                                         -           (0.1)        (0.1)
Cash & cash equivalents, beginning of period                              0.1          0.2          0.3
                                                                       --------     --------     --------
Cash & cash equivalents, end of period                                  $ 0.1        $ 0.1       $  0.2
                                                                       ========     ========     ========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                    ARGONAUT GROUP, INC.
                                                        SCHEDULE III
                                             SUPPLEMENTARY INSURANCE INFORMATION
                                        Years Ended December 31, 2001, 2000, and 1999
                                                       ($ in millions)


                                                                                                 Amort.
                                      Future             Other     Premium  Net Invt  Ben Loss (Deferral)   Other  Premiums
                               DPAC   Benefits    UPR    Payables   Revenue   Income    & LAE     DPAC      Insur.  Written
                                                                                                             Exp
          Segment              (a)       (b)       (c)      (d)       (e)     (f)(1)     (g)      (h)       (i)(2)    (j)
------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>      <C>       <C>     <C>        <C>       <C>       <C>      <C>       <C>       <C>

Year Ended December 31, 2001

Specialty E&S                  $ 15.7  $  145.9   $ 64.1  $  -      $   36.8   $ 3.4     $ 22.3   $  -       $ 12.3   $  39.8
Specialty Commercial              6.6     155.3     43.3     -          54.5     6.7       40.3    (1.2)       17.2      55.3
Specialty Workers' Comp            -      846.6     56.3     -         124.8    40.4      125.8      -         55.7     115.7
MGU                                -        -         -      -           5.8     0.1        6.2    (0.8)        0.9       8.8
Run-off Lines                      -        -         -      -            -       -        (5.1)     -          5.1        -
Corporate & Other                  -        -         -      -            -      3.0        0.2      -          7.5        -
                             --------- --------- -------- --------- --------- --------- -------- --------- --------- ---------
                               $ 22.3  $1,147.8   $163.8  $  -      $  221.9   $53.6     $189.7   $(2.0)     $ 98.7   $ 219.6
                             ========= ========= ======== ========= ========= ========= ======== ========= ========= =========


Year Ended December 31, 2000

Specialty E&S                  $   -    $   -     $   -   $  -      $     -    $         $   -    $  -       $   -    $    -
Specialty Commercial               -       51.1     19.4     -          29.8      5.6      28.2     1.7        12.0      32.7
Specialty Workers' Comp           0.2     879.6     50.3     -          94.2     52.6     206.6     1.4        65.2     129.8
MGU                                -        -         -      -           0.6       -        0.9      -           -        1.4
Run-off Lines                      -        -         -      -            -        -       11.9      -           -         -
Corporate & Other                  -        -         -      -            -       3.8        -       -          2.8       2.8
                             --------- --------- -------- --------- --------- --------- -------- --------- --------- ---------
                               $  0.2   $ 930.7   $ 69.7  $  -      $  124.6   $ 62.0    $247.6    $3.1      $ 80.0   $ 163.9
                             ========= ========= ======== ========= ========= ========= ======== ========= ========= =========


Year Ended December 31, 1999

Specialty E&S                  $   -    $   -     $   -   $  -      $     -    $   -     $   -     $ -       $   -    $    -
Specialty Commercial              1.9      52.2     15.9     -          31.4      6.0      27.0      -         11.0      31.2
Specialty Workers' Comp           1.4     845.2     28.0     -          61.6     58.1      93.0     1.5        50.1      91.0
MGU                                -        -         -      -            -        -         -       -           -         -
Run-off Lines                      -        -         -      -            -        -        1.4      -           -         -
Corporate & Other                  -        -         -      -            -       4.4        -       -          2.0        -
                             --------- --------- -------- --------- --------- --------- -------- --------- --------- ---------
                               $  3.3   $ 897.4   $ 43.9  $  -      $   93.0   $ 68.5    $121.4    $1.5      $ 63.1   $ 122.2
                             ========= ========= ======== ========= ========= ========= ======== ========= ========= =========

<FN>
(a)  Deferred Policy Acquisition Costs                                        (h)  Amortization of Deferred Policy
                                                                              Acquisition Costs
(b)  Future Policy Benefits, Claims, and Claim Adjustment Expenses            (i)   Other Insurance Expenses
(c)  Unearned Premiums                                                        (j)   Premiums Written
(d)  Other Policy Claims and Benefits Payable
(e)  Premium Revenue                                                          (1)  Net investment income allocated based upon
                                                                              each
(f)   Net Investment Income                                                          segment's share of investable funds
(g)  Benefits, Claims, and Claim Adjustment Expenses                          (2)  Other insurance expenses allocated based
                                                                                  on specific identification, where possible,
                                                                                  and related
                                                                                     activities.
</FN>
</TABLE>



<PAGE>
                                  SIGNATURES

Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  registrant  has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                      Argonaut Group, Inc.
                                        (Registrant)



                                      /s/  Mark E. Watson, III
                                      -------------------------
                                      Mark E. Watson, III
                                      Chief Executive Officer and President
                                       (principal executive officer)



                                      /s/  Mark W. Haushill
                                      -------------------------
                                      Mark W. Haushill
                                      Chief Financial Officer, Vice President
                                       and Treasurer (principal financial and
                                       accounting officer)

Dated:  April 10, 2002