1
<PAGE>



                                                     FORM 10-K
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
                      For the fiscal year ended December 31, 1997
                                    OR
o 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 No.)

1800 Avenue of the Stars, Suite 1175
Los Angeles California                                               90067-4213
(Address of principal executive offices)                              (Zip code)

                                                  (310) 553-0561
                             (Registrant's telephone number including area code)

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

        Title of Securities  Exchanges on which  Registered  Common  Stock,  par
value of $.10 per share National Association of Securities Dealers, Inc.
Automated Quotation System.

        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  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  3,  1998,  registrant  had  23,904,776  shares  of  Common  Stock
outstanding,  and  the  aggregate  market  value  of the  voting  stock  held by
nonaffiliates was approximately $869 million.

DOCUMENTS INCORPORATED BY REFERENCE
Part II: Excerpts from Argonaut Group,  Inc.'s Annual Report to Shareholders for
the Year Ended December 31, 1997.
Part III: Excerpts from Argonaut Group, Inc.'s
Proxy  Statement for the Annual Meeting of  Shareholders to be held on April 21,
1998.


                                       2
<PAGE>
                                       


                                               Argonaut Group, Inc.
                                            Annual Report on Form 10-K
                                       For the Year Ended December 31, 1997

<TABLE>
<CAPTION>


                                                 TABLE OF CONTENTS        PAGE
<S>         <C>                                                           <C>  

                                                   PART I

Item  1.     Business                                                       3
Item  2.     Properties                                                    11
Item  3.     Legal Proceedings                                             11
Item  4.     Submission of Matters to a Vote of Security Holders           12

                                                   PART II

Item  5.     Market for Registrant's Common Equity and Related             12
                  Stockholder Matters
Item  6.     Selected Financial Data                                       12
Item  7.     Management's Discussion and Analysis of                       13
                  Financial Condition and Results of Operations
Item  8.     Financial Statements and Supplementary Data                   13
Item  9.     Changes in and Disagreements with Accountants on              13
                  Accounting and Financial Disclosure

                                                  PART III

Item 10.     Directors and Executive Officers of the Registrant            14
Item 11.     Executive Compensation                                        14
Item 12.     Security Ownership of Certain Beneficial Owners
                  and Management                                           14
Item 13.     Certain Relationships and Related Transactions                14

                                                   PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports 
             on Form 8-K                                                   15
</TABLE>







                                                  Page 2

                                       3
<PAGE>

  
                                                    PART I

Item 1. Business

Introduction

Argonaut Group, Inc.  ("Argonaut Group") is a holding company whose subsidiaries
are  primarily  engaged in the selling,  underwriting,  and servicing of workers
compensation   and  other   lines  of   property-casualty   insurance.   Workers
compensation  accounted  for 85% of  premiums  in 1997.  See  "Item 6.  Selected
Financial Data" for certain financial information regarding industry segments in
which the Company operates. Argonaut Group is incorporated in Delaware. Argonaut
Group's executive  offices are located at 1800 Avenue of the Stars,  Suite 1175,
Los Angeles,  California 90067, telephone  310.553.0561.  The term "the Company"
refers to Argonaut Group and all its subsidiaries.

Argonaut  Insurance  Company  ("Argonaut  Insurance"),  Argonaut  Group's larger
insurance   subsidiary,   was   established  in  California  in  1948.   Workers
compensation is the primary line of insurance written by Argonaut  Insurance and
its  subsidiaries:   Argonaut-Midwest   Insurance  Company,   Argonaut-Northwest
Insurance Company,  Argonaut-Southwest  Insurance Company, and Georgia Insurance
Company.  Argonaut  Insurance and these  subsidiaries  also write  complementary
lines of commercial insurance for their clients, primarily consisting of general
and automobile liability.

Argonaut Great Central Insurance Company  ("Argonaut Great Central") is Argonaut
Group's other principal insurance  subsidiary.  Established in Illinois in 1948,
Argonaut  Great Central  specializes  in providing  package  insurance  policies
including  property,  general  liability,  workers  compensation,  and  umbrella
coverage for certain classes of insureds.  Argonaut  Insurance is Argonaut Great
Central's immediate parent.

AGI Properties,  Inc. ("AGI Properties"),  a non-insurance  company,  owns and 
leases certain real properties.  AGI Properties was incorporated in California 
in 1970.  Argonaut Insurance is AGI Properties' immediate parent.

Products

The  Company  has  two  primary  product  lines:  workers  compensation   
insurance  and  other   property-casualty insurance.  Incorporated  herein by 
reference is the information  appearing as "Note 10 - Business Segments" in the
Notes to the Consolidated Financial Statements of the Annual Report.  See 
Exhibit Index.








                                                  Page 3


                                       4
<PAGE>



Workers Compensation

Workers  compensation  insurance  is  a  statutory  system  which  provides  for
compensation  of a  policyholder's  employees and their  dependents for injuries
(other than  self-inflicted  wounds) arising out of or suffered in the course of
the employee's  employment,  even though the injuries may have resulted from the
negligence  or wrongful  conduct of the  employee  himself or any other  person.
Workers  compensation  insurance is sold primarily by Argonaut Insurance and its
subsidiaries.  Premiums for this line of business  were $140.6  million,  $129.5
million, and $176.7 million, in 1997, 1996, and 1995, respectively.

Other Property-Casualty Insurance

This   product   includes   general   and   automobile   liability,   commercial
multiple-peril,  and  various  other  insurance  coverages.  Premiums  for these
product lines were $24.3  million,  $32.2 million,  and $31.4 million,  in 1997,
1996, and 1995, respectively.

Argonaut  Insurance offers general and automobile  liability and other insurance
to  commercial  clients in  conjunction  with  workers  compensation  insurance.
Liability  insurance  compensates  third parties for damages  resulting from the
actions of the insured.

Commercial  multiple-peril  insurance,  one of Argonaut Great Central's  primary
products, is a composite product designed for the small-to-medium sized business
which  needs  basic  insurance  coverage  and simple  insurance  administration.
Commercial  multiple-peril policies generally cover property,  plant, inventory,
general liability, and associated coverages.

Ceded Reinsurance

The Company's policy regarding  reinsurance is based upon the  capitalization of
the  subsidiaries.  The goal is to limit the  exposure  to surplus  from  losses
resulting from catastrophes and large or unusually hazardous risks.

As is the case with direct premiums written,  cessions on reinsurance  contracts
are recognized ratably over the period to which the premium relates.

Argonaut  Insurance's limit of retention on its primary reinsurance treaty is $2
million and $250,000 on its wrap up treaty.  Argonaut Great  Central's  limit of
retention  is  $500,000 on the  property  treaty and  $300,000  on the  casualty
treaty.

Incorporated  herein by  reference  is the  information  appearing  as "Note 3 -
Reinsurance"  in the Notes to the Consolidated Financial Statements of the 
Annual Report.  See Exhibit Index.





                                                  Page 4


                                       5
<PAGE>








Competition

The  property-casualty  insurance industry is characterized by a large number of
competing companies and modest market shares by industry participants. According
to A.M.  Best, a leading  insurance  industry  rating and analysis  firm,  as of
December 31, 1997, there are about 3,350  property-casualty  insurance companies
operating  in the United  States,  with the 100  largest  companies  (groups and
unaffiliated) writing about 80% of the industry's premiums.

The Company's principal  competitors cannot be easily classified.  The Company's
principal  lines of  business  are  written  by  numerous  insurance  companies.
Competition  for any one account may come from a very large  national  firm or a
smaller  regional company selling either directly or through agents and brokers.
For the Company's principal line of business,  workers compensation,  additional
competition comes from state workers compensation funds.

Regulation

Beginning  in 1994,  the  Company's  insurance  subsidiaries  are subject to the
Risk-Based  Capital (RBC) for Insurers Model Act. The RBC calculation takes into
account:  (1) asset risk,  (2) credit risk, (3)  underwriting  risk, and (4) all
other relevant risks. The RBC for Insurers Model Act provides for four levels of
regulatory  authority:  (1) Company Action Level Event,  (2)  Regulatory  Action
Level Event, (3) Authorized Control Level Event, and (4) Mandatory Control Level
Event. These four levels of authority provide for increasing regulatory remedies
for companies that fail to comply with the RBC for Insurers Model Act.

As of  December  31,  1997,  calculations  show  that  the  Company's  insurance
subsidiaries' RBC coverage far exceeds the minimum required.

The Company's  insurance  subsidiaries  are members of the  statutorily  created
insolvency  guarantee  associations  in all states where they are  authorized to
transact  business.  These  associations  were  formed for the purpose of paying
claims of  insolvent  companies.  The Company is assessed  its pro rata share of
such  claims  based  upon its  premium  writings,  subject  to a maximum  annual
assessment per line of insurance.  Such costs can generally be recovered through
surcharges on future premiums.  The Company does not believe that assessments on
current  insolvencies will have a material effect on its financial  condition or
results of operations.

The Company has no policyholder dividend restrictions.

Under the provisions of the California Insurance Code, there is a maximum amount
of  shareholder  dividends  which  can be paid  without  prior  approval  of the
Insurance  Commissioner.  Under  these  provisions,  as of  December  31,  1997,
Argonaut  Insurance  could  pay to  Argonaut  Group a maximum  dividend  of $9.8
million without the Insurance Commissioner's approval.







                                                  Page 5

                                       6
<PAGE>


Marketing

Argonaut Insurance and Argonaut Great Central operate in substantially different
markets.

Incorporated  herein  by  reference  is the  information  appearing  as  "Note 1
Business and Significant  Accounting  Policies" in the Notes to the Consolidated
Financial Statements of the Annual Report. See Exhibit Index.

Argonaut  Insurance  Company is  authorized  to  operate  in all 50 states.  Its
primary line of business,  workers compensation  insurance,  accounts for 99% of
its premiums (77% of total consolidated premiums).  These policies are primarily
written on a retrospective rating basis or with large deductible provisions. For
retrospectively  rated policies,  Argonaut Insurance's risk regarding inadequate
price levels is  mitigated  to a certain  extent as the insured will have to pay
additional  premiums (or will be refunded premiums) based upon their actual loss
experience.

Argonaut  Great  Central is  authorized  to  operate in 33 states and  considers
itself to be a specialty  company with a defined target  market.  Argonaut Great
Central's   dominant   products  are  commercial   multiple-peril   and  workers
compensation  insurance.  Argonaut Great Central's policies are marketed through
agents.

Neither  Argonaut  Insurance  nor  Argonaut  Great  Central  market any of their
policies through managing general agents.

Run Off Lines

Incorporated  herein by  reference  is the  information  appearing as "Note 12 -
Run Off Lines" in the Notes to the Consolidated Financial Statements of the 
Annual Report.  See Exhibit Index.

Loss ratios for the run off line of business are not  meaningful as there are no
current year  premiums  associated  with the current year losses on this line of
business.

Investments

The Company's  investment  portfolio  continues to emphasize  high quality fixed
income  investments.  As a percentage of the total  investment  portfolio,  U.S.
Treasury  securities  comprise the largest  portion of the  Company's  holdings.
Obligations of states and political  subdivisions  have decreased from 1996 as a
result of maturities  and sales.  The proceeds from these  maturities  and sales
were re-invested in high quality preferred and common stocks and Other U.S.
Agencies (FNMA and FHLM).

The  Company's  investment  policy is to  invest  only in  securities  issued by
investment-grade  issuers.  It does not invest in  high-yield or so called "junk
bonds," derivatives, speculative real estate, or mortgage backed securities.

Incorporated  herein  by  reference  is the  information  appearing  as  "Note 2
Investments"  and  "Note  7 -  Net  Investment  Income"  in  the  Notes  to  the
Consolidated Financial Statements of the Annual Report. See Exhibit Index.

                                                  Page 6





                                       7
<PAGE>

Reserves for Losses and Loss Adjustment Expenses

Incorporated  herein by reference is the information set forth under the caption
"Management's  Discussion  and Analysis of Results of  Operations  and Financial
Condition-Results  of  Operations"  in the  Annual  Report  to  Shareholders  of
Argonaut  Group for the  fiscal  year  ended  December  31,  1997 and in "Note 4
Reserves  for  Losses  and  Loss  Adjustment  Expenses"  in  the  Notes  to  the
Consolidated Financial Statements of the Annual Report. See Exhibit Index.

Reserves  for  environmental  claims were $98.2  million  and $119.1  million at
December 31, 1997 and 1996,  respectively.  Reserves  for  asbestos  claims were
$101.4 and $113.7  million at December 31, 1997 and 1996.  The Company  recorded
additional  loss reserves of $229 million in 1996 which related  principally  to
asbestos  and  environmental  exposure  on certain  general  liability  policies
written in the 1970s and early 1980s, and from reinsurance  contracts assumed in
the early 1970s and also relate to construction defect claims related to general
liability  policies written for the most part from 1984 through 1990, and claims
stemming from construction of the subway system  administered by the Los Angeles
County Metropolitan  Transportation  Agency (LACMTA).  Company policies covering
the LACMTA construction were non-renewed effective June 30, 1996.

In the opinion of management, the Company's reserves for each of these liability
issues represent the Company's best estimate of its ultimate liabilities,  based
on currently  known facts,  current law,  current  technology,  and  assumptions
considered   reasonable   where  facts  are  not  known.   Due  to   significant
uncertainties  and  related  management  judgments,  however,  there  can  be no
assurance  that  future  loss  development,  favorable  or  unfavorable,  can be
accurately predicted.

The following  tables on page 8 and 9 indicate the manner in which  reserves for
losses and loss  adjustment  expenses at the end of a particular  year change as
time  passes.  The first  table  (Table I)  presented  is net of the  effects of
reinsurance. The second table (Table II) presented includes only amounts related
to direct  insurance.  Reserves  for losses  and loss  adjustment  expenses  and
cumulative  amounts paid on direct  insurance are not  available  prior to 1989;
therefore, the second table reflects only the past eight years of development.

The first line  shows the  reserves  as  originally  reported  at the end of the
stated year. The second section shows the cumulative  amounts paid as of the end
of  successive  years  related to those  reserves.  The third  section shows the
original recorded reserves as of the end of successive years adjusted to reflect
facts and circumstances later discovered.  The last line,  cumulative deficiency
or  redundancy,  compares  the adjusted  reserves to the reserves as  originally
established  and shows that the  reserves  as  originally  recorded  were either
inadequate or excessive to cover the estimated cost of claims as of December 31,
1997.

Conditions  and trends that have affected the  development  of these reserves in
the past will not necessarily  recur in the future.  It would not be appropriate
to use this cumulative history in the projection of future performance.


                                                  Page 7
<




                                       8
<PAGE>


Table I
<TABLE>
<CAPTION>
                   Analysis of Losses and Loss Adjustment Expenses (LAE) Development (in millions)
                                                     (Net of Reinsurance)

                 ---------------------------------------------------------------------------------------------------------------
                     1988      1989         1990         1991         1992      1993       1994        1995      1996     1997
<S>                  <C>       <C>          <C>          <C>          <C>       <C>        <C>         <C>       <C>      <C>   
Reserves for Losses
     and LAE (a)     $1,309.6  $1,337.0     $1,348.5     $1,287.8     $1,201.9  $1,107.6   $1,011.4    $892.9    $985.8   $845.7
Cumulative Amount
     Paid as of: (b)
One year later          220.7     260.0        313.1        307.3        276.9     259.9      239.7     214.2    179.0
Two years later         384.4     464.9        537.5        525.8        489.2     444.7      417.9     356.2
Three years later       519.1     603.2        698.5        697.6        638.9     588.8      531.5
Four years later        613.0     704.4        835.7        821.4        759.5     684.1
Five years later        680.8     801.7        940.1        919.5        839.9
Six years later         752.2     884.5      1,021.3        991.0
Seven years later       819.7     952.3      1,082.7
Eight years later       876.2   1,004.8
Nine years later        921.5
Reserves Re-estimated
     as of:
One year later        1,289.1   1,317.2      1,358.3      1,285.2      1,197.1   1,086.8      996.5    1,073.6   934.0
Two years later       1,262.5   1,284.7      1,356.9      1,311.9      1,202.0   1,083.0    1,180.8    1,038.9
Three years later     1,195.5   1,261.3      1,381.9      1,315.9      1,203.0   1,283.4    1,159.2
Four years later      1,175.9   1,282.9      1,374.1      1,325.9      1,403.1   1,277.3
Five years later      1,176.4   1,257.5      1,384.9      1,514.9      1,400.6
Six years later       1,153.0   1,265.3      1,572.0      1,524.3
Seven years later     1,157.5   1,442.0      1,575.6
Eight years later     1,322.8   1,447.0
Nine years later      1,325.9
Cumulative (Deficiency)
     Redundancy:(c)   ($16.3)  ($110.0)     ($227.1)     ($236.5)     ($198.7)  ($169.7)   ($147.8)    ($146.0)   $51.8
</TABLE>

(a)    Reserves for losses and LAE, net of reserves for reinsurance.
(b)    Cumulative amount paid, net of reinsurance payments.
(c)Represents changes of net reserves between the original estimate (for each
accident year) of the indicated year and the reserve re-estimated as of the end 
of the current year.  Re-estimated reserves are calculated by adding cumulative
amount paid to unpaid loss and LAE and incurred but not reported (IBNR) at
year end for each accident year.






















                                                  Page 8


                                       9
<PAGE>


Table II

<TABLE>
<CAPTION>


                    Analysis of Losses and Loss Adjustment Expenses (LAE) Development (in millions)
                                                     (Direct Insurance Only)

                         ----------------------------------------------------------------------------------------------------------
                           1988      1989       1990       1991       1992       1993       1994      1995       1996       1997
<S>                        <C>       <C>        <C>        <C>        <C>        <C>        <C>       <C>        <C>        <C>    
Reserves for Losses & LAE  NA        $1,587.4   $1,561.8   $1,494.4   $1,390.9   $1,284.1   $1,196.3  $1,060.9   $1,193.7   $1,024.9
Cumulative Amount

One year later             NA           509.2      384.7      355.7      325.6      288.3      267.5     245.2      234.7
Two years later            NA           770.5      656.2      621.6      564.4      499.3      474.8     437.8
Three years later          NA           954.4      862.6      818.2      739.3      668.9      625.4
Four years later           NA         1,097.1    1,023.5      965.1      884.2      787.9
Five years later           NA         1,216.7    1,149.2    1,086.1      983.5
Six years later            NA         1,318.7    1,252.8    1,174.5
Seven years later          NA         1,408.1    1,327.6
Eight years later          NA         1,473.3
Nine years later           NA
Reserves Re-estimated

One year later             NA         1,770.2    1,619.3    1,512.6    1,414.2    1,291.7    1,179.7     1,300.3    1,159.7
Two years later            NA         1,764.0    1,645.8    1,570.2    1,448.8    1,278.8    1,423.1     1,282.8
Three years later          NA         1,772.2    1,702.3    1,603.7    1,440.6    1,533.8    1,404.1
Four years later           NA         1,829.1    1,719.7    1,604.2    1,694.5    1,526.6
Five years later           NA         1,820.3    1,723.6    1,841.5    1,687.5
Six years later            NA         1,823.6    1,956.8    1,850.4
Seven years later          NA         2,045.6    1,958.8
Eight years later          NA         2,052.8  
Nine years later           NA                
Cumulative (Deficiency)
                           NA         ($465.4)   ($397.0)   ($356.0)   ($296.6)   ($242.5)   ($207.8)    ($221.9)     $34.0
</TABLE>


(a)    Reserves for losses and LAE, excluding effects of reinsurance.
(b)    Cumulative amount paid, excluding effects of reinsurance.
(c)    Represents changes of direct reserves between the original estimate 
(for each accident year) of the indicated year and the reserve re-estimated as 
of the end of the current year.  Re-estimated reserves are calculated by adding
cumulative amount paid to unpaid loss and LAE and incurred but not reported
(IBNR) at year end for each accident year.
NA:   Not available



















                                                  Page 9


                                       10
<PAGE>


Capital Adequacy

Several  measures  of  capital  adequacy  are  common  in the  property-casualty
industry.  The two most often used are (a)  premium-to-surplus  (which  measures
pressures  on capital from  inadequate  pricing)  and,  (b)  reserves-to-surplus
(which  measures  pressures on capital from  inadequate loss and loss adjustment
expense reserves).

The   following   table   shows   the   consolidated    premium-to-surplus   and
reserves-to-surplus  ratios  of  the  Company's  insurance  subsidiaries  (on  a
statutory basis).
<TABLE>
<CAPTION>

                                     Year Ended December 31,
<S>                             <C>        <C>      <C> 
                                1997       1996     1995
Ratio of:
Premium-to-surplus              0.3        0.3      0.3
                                ===        ===      ===

Reserves-to-surplus             1.5        2.0      1.4
                                ===        ===      ===
</TABLE>

The Company believes that its 1997 capital ratios are satisfactory.

Ratings

The Company's insurance  subsidiaries are rated annually by A.M. Best. A.M. Best
is generally  considered  to be the leading  insurance  rating  agency,  and its
ratings are used by insurance  buyers,  agents and brokers,  and other insurance
companies  as an  indicator of  financial  strength  and  security,  and are not
intended to reflect the quality of the rated  company for  investment  purposes.
Argonaut  Insurance and its pooled  subsidiaries were awarded an "A+" (Superior)
rating in 1997 and 1996.  Argonaut  Great  Central is rated  separately  and was
awarded an "A-" (Excellent) rating in both 1997 and 1996.

During 1997,  Standard & Poor's  affirmed its "AA+" rating to the  claims-paying
ability of Argonaut Insurance and its pooled subsidiaries.

Employees

At December 31, 1997,  the Company  employed 582  full-time  employees.  Of this
total, Argonaut Insurance employed 466 people (408  professional/managerial  and
58  clerical/operational).   Argonaut  Great  Central  employed  97  people  (65
professional/managerial and 32 clerical/operational). Argonaut Group employed 19
people (17 professional/managerial  and 2 clerical/operational).  The Company is
not a party to any collective bargaining agreements.







                                                  Page 10


                                       11
<PAGE>


Item 2. Properties

Argonaut Insurance's  headquarters are located in a facility that consists of an
office building on  approximately  two acres of land in Menlo Park,  California.
Argonaut  Great  Central's  headquarters  are  located in a facility  in Peoria,
Illinois.  Argonaut  Insurance  and Argonaut  Great Central own the buildings in
which their headquarters are located. In addition,  the Company has entered into
short term  leases in  conjunction  with its  operations  at  various  locations
throughout  the country.  The Company  believes that its properties are adequate
for its present needs.

Item 3. Legal Proceedings

On August 30,1996, the Los Angeles County Metropolitan  Transportation Authority
(MTA) filed a civil action against Argonaut Insurance Company alleging breach of
contract,  breach of the covenant of good faith and fair dealing, and requesting
ancillary relief in the form of an accounting,  an injunction and restitution in
connection  with  allegations   regarding  failures  to  perform  under  certain
contracts of insurance.

Argonaut  Insurance Company has responded to the Complaint,  and brought certain
counterclaims against the MTA, and possibly others, in connection with the facts
underlying the lawsuit.  Argonaut  Insurance Company believes it has meritorious
defenses,  and intends to vigorously  contest these claims.  Argonaut  Insurance
Company is unable,  with any degree of  certainty,  to comment upon the range of
any potential  loss, or whether such an outcome is probable or remote,  in light
of the  lack  of any  discovery  conducted  in the  case,  and  the  preliminary
investigation conducted thus far.

Argonaut Group, Inc., Argonaut Insurance Company,  Argonaut-Midwest  Insurance 
Company,  Georgia Insurance Company,and/or  Argonaut-Southwest  Insurance  
Company have been sued in eight recent lawsuits brought on behalf of alleged
classes of purchasers of  retrospectively  rated worker's  compensation 
insurance,  alleging that the  defendants, including other compensation  
insurers,  charged the purported class unlawful premiums.  The lawsuits are El 
Chico Restaurants,  Inc. and Southwest Cafes of Tennessee,  Inc. v. The Aetna 
Casualty and Surety Company,  et al.; Civil Action No. 97-92-I,  pending in the 
Chancery Court for Davidson  County,  Tennessee,  filed on January 8, 1997; El
Chico  Restaurants,  Inc. v. The Aetna  Casualty and Surety  Company,  et al.;  
Civil  Action File No.  97-RCCV-28,
pending in the Superior Court of Richmond  County,  Georgia,  filed on January 
10, 1997;  Bristol Hotel Management Corp.,  et al. v. Aetna Casualty & Surety 
Co. A/K/A Aetna Group,  et al.; Civil Action No. CL 9700727A,  pending in
the Circuit Court of the Fifteenth  Judicial Circuit,  in and for Palm Beach 
County,  Florida,  filed on August 15, 1997;  Bristol Hotel  Management  Corp.,
et al. v. Aetna  Casualty & Surety Co. A/K/A Aetna Group,  et al.;  Civil
Action No.  97-2240,  pending in the United  States  District  Court for the  
Southern  District of Florida,  Miami Division, filed on July 17, 1997; 
Foodarama Supermarkets,  Inc. and WSR Corporation d/b/a Strauss Discount Auto v.
Aetna  Casualty & Surety  Co.,  et al.;  Docket No.  L-3556-97,  pending in the
Superior  Court of New Jersey Law Division,  Morris County,  filed on November 
17, 1997; CR/PL Management Co., et al. v. Allianz Insurance  Company,
et al.;  Civil Action No.  98-01635;  pending in the Circuit  Court of Cook  
County,  Illinois  County  Department, Chancery Division, filed on February 6, 
1998; Hill-Behan Lumber

                                                  Page 11


                                       12
<PAGE>


Company,  et al.;  v.  Aetna  Casualty  and  Surety  Company,  et al.;  Case No.
982-00338;  pending  in the  Circuit  Court of the City of St.  Louis,  State of
Missouri, filed on February 12, 1998; and Foodrama Supermarkets, Inc., et al. v.
Allianz Insurance Company, et al.; Civil Action No. 001138; pending in the Court
of Common Pleas, Philadelphia County, Civil Division, filed on February 6, 1998.
Plaintiffs  have  threatened  to bring similar  claims  against the Companies in
several other states.  The Companies intend to vigorously defend these lawsuits.
Management  is unable  to  determine  the  potential  financial  impact of these
lawsuits at this time.

The insurance  subsidiaries  of Argonaut  Insurance are parties to various legal
proceedings  which are  considered  routine and incidental to their business and
are not material to the Company's financial condition or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of Argonaut  Group's security holders during
the last quarter of its fiscal year ended December 31, 1997.

                                                      PART II

Item 5. Market for Registrant's Common Equity and Related
Stockholder  Matters

Market Information

The  Company's  common  stock trades on the NASDAQ Stock Market under the symbol
AGII. The closing price on March 16, 1998 was $36.625 per share. The information
on high and low common  stock prices set forth under the caption  "Common  Stock
Market  Prices" in the Annual Report to  Shareholders  of Argonaut Group for the
fiscal year ended December 31, 1997, is  incorporated  herein by reference.  See
Exhibit Index.

Holders of Common Stock

The number of holders of record of the  Company's  Common  Stock as of March 16,
1998 was 8,084.

Dividends

The  information  set  forth  under the  caption  "Management's  Discussion  and
Analysis of Results of  Operations  and  Financial  Condition  -  Liquidity  and
Capital  Resources" in the Annual Report to  Shareholders  of Argonaut Group for
the fiscal year ended December 31, 1997 and in "Note 6 -  Shareholders'  Equity"
in the Notes to the Consolidated  Financial  Statements of the Annual Report, is
incorporated herein by reference. See Exhibit Index.

Item 6. Selected Financial Data

The  information  set forth under the caption  "Selected  Financial  Data" in 
the Annual Report to  Shareholders of Argonaut  Group for the fiscal year 
ended  December 31, 1997,  is  incorporated  herein by  reference.  
See Exhibit Index.

                                                  Page 12

                                       13
<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The  information  set  forth  under the  caption  "Management's  Discussion  and
Analysis of Results of Operations and Financial  Condition" in the Annual Report
to  Shareholders  of Argonaut Group for the fiscal year ended December 31, 1997,
is incorporated herein by reference. See Exhibit Index.

On January 28,  1998,  the Company  announced  that it was  reviewing a range of
strategic  alternatives to enhance shareholder value. These alternatives include
the potential  combination with another company.  The Company has engaged Credit
Suisse  First  Boston  Corporation  to assist in this  process.  There can be no
assurance that any strategic  combination or other  transaction will result from
this review.

The Company has  developed a plan to ensure its systems are  compliant  with the
requirements  to  process  transactions  in the year  2000  and has a  full-time
manager  dedicated to  addressing  Year 2000  compliance  for the  Company.  The
Company has  utilized  both  internal and external  resources to  reprogram,  or
replace,  and test software for Year 2000  compliance and plans to complete this
project by late 1998.  It is also  working with each of its vendors to develop a
test plan related to year 2000 data.  The total  project cost is estimated to be
between $1.5 million and $2.0  million.  All costs  associated  with the project
have been expensed as incurred.

Financial  Accounting  Board  Statement  No. 130  "Reporting  Comprehensive  
Income" was issued in June 1997.  This pronouncement  will  require  the  
Company  to make  certain  revisions  in its annual and  interim  report  format
beginning in 1998.

Financial  Accounting Board Statement No. 131 "Disclosures  About Segments of an
Enterprise  and  Related  Information"  was  also  issued  in  June  1997.  This
pronouncement  will  require the company to  disclose  reportable  segments on a
basis in which  management  disaggregates  the company.  It is effective for the
Company's  1998  Annual  Statement.  These  pronouncements  are not  expected to
materially impact the company's financial position or results of operations.

Item 8. Financial Statements and Supplementary Data

The  Report  of  Independent  Public  Accountants  and  consolidated   financial
statements and related notes of Argonaut Group, Inc. and subsidiaries  listed on
the index to  financial  statements  set forth in Item  14(a)1 of this Form 10-K
Report are incorporated herein by reference to the Annual Report to Shareholders
of Argonaut Group for the fiscal year ended December 31, 1997.

The Company does not  identify  each asset with any one line of business and any
such allocation would be arbitrary.

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

None.

                                                      Page 13

                                       14
<PAGE>


                                                     PART III

Item 10.       Directors and Executive Officers of the Registrant

Incorporated herein by reference is the information appearing under the captions
"Election of Directors",  "Executive Officers," "Security Ownership of Principal
Shareholders and Management" , and Section 16(a) Beneficial  Ownership Reporting
Compliance in the  registrant's  Proxy Statement to be filed with the Securities
and Exchange Commission relating to the registrant's Annual Meeting of
Shareholders to be held on April 21, 1998.

Item 11.       Executive Compensation

Incorporated herein by reference is the information appearing under the captions
"Compensation of Executive Officers",  "Indemnity  Agreements",  "Pension Plan",
and "Compensation of Directors" in the registrant's  Proxy Statement to be filed
with the Securities and Exchange  Commission relating to the registrant's Annual
Meeting of Shareholders to be held on April 21, 1998.

Item 12.       Security Ownership of Certain Beneficial Owners and Management

Incorporated herein by reference is the information  appearing under the caption
"Security   Ownership  of  Principal   Shareholders   and   Management"  in  the
registrant's  Proxy  Statement  to be filed  with the  Securities  and  Exchange
Commission  relating to the  registrant's  Annual Meeting of  Shareholders to be
held on April 21, 1998.

Item 13.       Certain Relationships and Related Transactions

Incorporated herein by reference is the information  appearing under the caption
"Compensation and Stock Option Committee  Interlocks and Insider  Participation"
in the registrant's Proxy Statement to be filed with the Securities and Exchange
Commission  relating to the  registrant's  Annual Meeting of  Shareholders to be
held on April 21, 1998.


















                                                      Page 14



                                       15
<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, 1997 and 1996

               Consolidated Statements of Income
               For the Years Ended December 31, 1997, 1996, and 1995

               Consolidated Statements of Shareholders' Equity
               For the Years Ended December 31, 1997, 1996, and 1995

               Consolidated Statements of Cash Flows
               For the Years Ended December 31, 1997, 1996, and 1995

               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 I - Condensed Financial Information of Registrant
               December 31, 1997 and 1996

               Schedule V - Supplementary Insurance Information December 31, 
1997, 1996, and 1995

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  financial
statements or notes thereto.






                                                  Page 15

                                       16
<PAGE>


(a)3.          Exhibits

The following  exhibits are numbered in accordance with Item 601 of Regulation
S-K and, except as noted,  are filed herewith.

  2.0    Information  Statement of Registrant  (incorporated by reference to the
         Exhibit 2 to the  Registrant's  Form 10  Registration  Statement  dated
         September 3, 1986, filed with the Securities and Exchange Commission on
         September 4, 1986).

  3.1    Certificate of Incorporation  of Registrant  (incorporated by reference
         to the Exhibit 3.1 to the Registrant's  Form 10 Registration  Statement
         dated  September  3,  1986,  filed  with the  Securities  and  Exchange
         Commission on September 4, 1986).

  3.2    Bylaws of the Registrant  (incorporated by reference to the Exhibit 3.2
         to the Registrant's  Form 10 Registration  Statement dated September 3,
         1986, filed with the Securities and Exchange Commission on September 4,
         1986).

10.1     Argonaut Group, Inc. 1986 Stock Option Plan  (incorporated by reference
         to the Exhibit 10.1 to the Registrant's Form 10 Registration  Statement
         dated  September  3,  1986,  filed  with the  Securities  and  Exchange
         Commission on September 4, 1986).

10.2     Argonaut Group, Inc.  Retirement Plan (incorporated by reference to the
         Exhibit 10.2 to the Registrant's  Form 10 Registration  Statement dated
         September 3, 1986, filed with the Securities and Exchange Commission on
         September 4, 1986).

10.3     Tax  Agreement  by  and  among  Registrant  and  its  subsidiaries  and
         Teledyne,  Inc.  (incorporated  by reference to the Exhibit 10.3 to the
         Registrant's  Form 10  Registration  Statement dated September 3, 1986,
         filed with the  Securities  and  Exchange  Commission  on  September 4,
         1986).

10.4     Argonaut Group,  Inc. 1986 Stock Option Plan, as amended  (incorporated
         by  reference  to the  Exhibit  4.3 to  the  Registrant's  Registration
         Statement on Form S-8 filed with the Securities and Exchange Commission
         on February 13, 1987).

10.5     401(k)  Retirement  Savings  Plan  (incorporated  by  reference  to the
         Exhibit 10.4 to the  Registrant's  Form 10-K filed with the  Securities
         and Exchange Commission on February 28, 1989).

10.6     Employee  Stock  Investment  Plan  (incorporated  by  reference  to the
         Exhibit  4.3 to the  Registrant's  Registration  Statement  on Form S-8
         filed with the Securities and Exchange Commission on October 10, 1989).

10.7     Argonaut Group,  Inc. 1986 Stock Option Plan, as amended  (incorporated
         by  reference  to the  Exhibit  4.3 to  the  Registrant's  Registration
         Statement on Form S-8 filed with the Securities and Exchange Commission
         on December 9, 1997).

10.8     Argonaut  Group,  Inc. Form of Employee  Retention  Agreement for
          Messrs.  Rinsch and Halliday dated as of February 24, 1998.

                                                              Page 16


                                       17
<PAGE>


10.9     Argonaut  Group,  Inc.  Form of Employee  Retention  Agreement  for  
          Messrs.  Mellin and Polak dated as of February 24, 1998.

10.10    Argonaut Group,  Inc. Form of Employee  Retention  Agreement for 
         Argonaut Group, Inc. dated as of February 24, 1998.

13.      The  following  materials  are  excerpted  from the  Annual  Report  to
         Shareholders of Argonaut Group, Inc. for the fiscal year ended December
         31, 1997:

         a)       Selected Financial Data
         b)       Financial Statements
         c)       Common Stock Market Prices
         d)       Management's Discussion and Analysis of Results of Operations
                     and Financial Condition

21.      Subsidiaries of Registrant (incorporated by reference to the Exhibit 21
         to the Registrant's  Form 10 Registration  Statement dated September 3,
         1986, filed with the Securities and Exchange Commission on September 4,
         1986).

23.      Consent of Independent Public Accountants.

27.      Financial Data Schedule for December 31, 1997 Form 10-K.

(b)      Reports on Form 8-K.
                  There were no Reports filed on Form 8-K for the quarter ended
                   December 31, 1997
























                                                      Page 17



                                       18
<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 report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                       ARGONAUT GROUP, INC.

                       By  /s/  Charles E. Rinsch  
                       Charles E. Rinsch
                       President

Date:  March  25, 1998


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
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/ Charles E. Rinsch             President, Chief Executive  March  25, 1998
---------------------------
Charles E. Rinsch                 Officer, and Director


/s/ James B Halliday              Vice President, Secretary,  March  25, 1998
James B Halliday                  and Treasurer (principal
                                  financial and accounting
                                                  officer)

/s/ Henry E. Singleton                      Director          March  25, 1998
-------------------------
Henry E. Singleton


/s/ George A. Roberts                       Director          March  25, 1998
-------------------------
George A. Roberts


/s/ Arthur Rock                             Director          March  25, 1998
Arthur Rock


/s/ Fayez S. Sarofim                        Director          March  25, 1998
-------------------------
Fayez S. Sarofim





                                                              Page 18

                                       19
<PAGE>


                      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES



To the Shareholders of Argonaut Group, Inc.

We have audited in accordance with generally  accepted auditing  standards,  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 7, 1998.  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 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, are fairly stated in all
material  respects in relation to the basic  consolidated  financial  statements
taken as a whole.





                                                           ARTHUR ANDERSEN LLP


San Francisco, California
  January 7, 1998


                                       20
<PAGE>





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

BALANCE SHEET
                                                             December 31,

                                                     --------------------------
                                                     1997          1996
<S>                                                  <C>           <C>    

Assets                                                                    
                                                     ------------  ------------
      Short-term investments                         $    5.3           3.1
      Cash & cash equivalents                             0.5           0.2
       Investment in subsidiary                         604.0         538.5
      Cost in excess of net assets purchased             38.3          41.1
       Deferred federal income taxes receivable          89.7         102.8    
      Other assets                                        8.7           8.3
                                                     ============  ============
                                                     $  746.5        $694.0
                                                                             
                                                     ============  ============ 
      
                                                                      
      
                                                                       
                                                               

Liabilities & Shareholders' Equity
      Income taxes payable                           $ 3.3           $1.2
      Other liabilities                                0.6            0.3               
      Due from/(to) subsidiaries                      24.7           27.2
      Shareholders' equity                           717.9          665.3                                     
                                                     ============  ============
                                                                     
                                                     $746.5        $694.0
                                                                              
                                                     ============  ============

</TABLE>
<TABLE>
<CAPTION>


STATEMENT OF OPERATIONS                                            For The Year Ended December 31,
                                                               ----------------------------------------
                                                               1997          1996         1995
<S>                                                            <C>           <C>          <C>    

                                                               ------------  ------------ -------------
Revenues                                                       $  5.3        $4.4         $12.6
                                                                                  

Expenses:
      Amortization of cost in excess of net assets                2.8         2.8           2.8
                                                                  
      Other expenses                                              4.0         4.0          12.6
                                                                       
                                                               ------------  ------------ -------------

Loss before tax and undistributed earnings                       (1.5)       (2.4)         (2.8)
                                                                     
Provision for income taxes                                        0.5         4.5           2.1
                                                                       
                                                               ------------  ------------ -------------

Net loss before equity in earnings of subsidiary                 (2.0)       (6.9)         (4.9)
                                                                     
Equity (loss) in undistributed earnings of subsidiary            50.5        (87.1)         61.8
                                                                    
                                                               ------------  ------------ -------------

Net Income (loss)                                              $    48.5     $(94.0)      $ 56.9
                                                                              
                                                               ============  ============ =============
</TABLE>










                                       21
<PAGE>



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


STATEMENT OF CASH FLOWS                                                            For The Year Ended December 31,
                                                                                   -------------------------------------------------
                                                                                      1997        1996         1995
<S>                                                                                   <C>         <C>          <C>    
                                                                                   
Cash flows from operating activities:
      Net income (loss)                                                               $  48.5     $  (94.0)    $    56.9
                                                                                         
      Adjustments to reconcile net income to
           net cash provided by operations:
           Amortization
                                                                                          2.8          2.8         2.8
           Undistributed loss (earnings) in subsidiary                                  (62.5)       118.6       (72.2)
                                                                                       
           Dividend from subsidiary                                                      38.3         45.0        42.8
                                                                                         
           Decrease in deferred federal income taxes
               (payable) receivable                                                      13.1        (27.5)       12.3
                                                                                         
           Decrease (increase) in due from/to subsidiaries                               (2.5)        (1.7)       18.4
                                                                                                
           Increase in income taxes payable                                               2.1          0.9         2.2
                                                                                          
           Other, net                                                                    (0.4)        (2.1)       (1.5)
                                                                                        
                                                                                      ----------- ------------ ------------
                                                                                         39.4         42.0         61.7
                                                                                         
                                                                                      ----------- ------------ ------------

Cash flows from investing activities:
      Decrease (increase) in short-term investments
                                                                                        (2.2)          2.7        (5.8)
                                                                                      ----------- ------------ ------------

                                                                                        (2.2)          2.7        (5.8)
                                                                                      ----------- ------------ ------------

Cash flows from financing activities:
      Repurchase of common stock                                                           -        (10.8)       (25.8)
                                                                                            
      Payment of cash dividend                                                        (38.1)        (34.6)       (31.1)
                                                                                       
      Exercise of stock options                                                         1.2          0.8          0.5
                                                                                          
                                                                                      ----------- ------------ ------------
                                                                                        (36.9)      (44.6)       (56.4)
                                                                                       
                                                                                      ----------- ------------ ------------

Increase (decrease) in cash & cash equivalents
                                                                                          0.3          0.1        (0.5)
Cash & cash equivalents, beginning of period
                                                                                          0.2          0.1         0.6
                                                                                      =========== ============ ============
Cash & cash equivalents, end of period                                                $   0.5        $0.2      $   0.1
                                                                                          
                                                                                      =========== ============ ============

</TABLE>










                                       22
<PAGE>



                                                ARGONAUT GROUP, INC.
                                                     SCHEDULE V
                                         SUPPLEMENTARY INSURANCE INFORMATION
                                  Years Ended December 31, 1997, 1996, and 1995
                                                   ($ in millions)
<TABLE>
<CAPTION>


                                                                     Net                   Amort.
                           Future              Other      Premium    Invest.  Ben, Loss,  (Deferral) Other      Prem.
                  DPAC     Benefits    UPR     Payables   Revenue    Income    & LAE      DPAC    Insur. Exp   Written
    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 31,1997
                                                                                                   
 Workers Comp     2.7      572.4       20.8    -          140.6      36.5     91.1        (1.3)    132.3       69.4

    All Other     1.3      452.5       19.4    -           24.3      28.8     21.7        0.1      10.0        25.9
                                                                                          
  Unallocable     -        -           -       -          -          21.9     -           -        -
                  ======== ==========  ======= ========== ========== ======== =========== ======== =========== =========
                                                                                                                
                  4.0      1,024.9     40.2    -          164.9      87.2     112.8       (1.2)    79.4        158.2
                  ======== ==========  ======= ========== ========== ======== =========== ======== =========== =========

Year Ended 
December 31, 1996

                                                                                                                   
 Workers Comp    4.1      659.5        47.3    -          129.5      42.3     81.2        (0.5)    52.9        147.5

 All Other       1.2      534.2        18.0    -           32.2      34.3     265.0       (0.1)    11.8         28.6
                                                                                -             -
 Unallocable     -         -           -       -          -          12.9     -                                -
                 ======== ==========   ======= ========== ========== ======== =========== ======== =========== =========
                                                                                                               
                 5.2      1,193.7      65.3    -          161.7      89.5     346.2       (0.6)    64.7        176.1
                 ======== ==========   ======= ========== ========== ======== =========== ======== =========== =========

Year Ended 
December 31, 1995

                                                                                                               
 Workers Comp    3.6      737.7        43.0    -          176.7      50.5     98.6        (0.9)    56.2        148.9

 All Other       1.0      323.2        21.0    -          31.4       22.1     54.2        (0.1)    12.1         31.1
                                                                                                                  
  Unallocable    -        -            -       -          -          29.4     -            -       -            -
                 ======== ==========   ======= ========== ========== ======== =========== ======== =========== =========
                                                                                                                
                     4.6    1,060.9    64.0    -          208.1      102.0    152.8       (1.0)    68.3        180.0
                 ======== ==========   ======= ========== ========== ======== =========== ======== =========== =========
</TABLE>

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


                                       23
<PAGE>

Exhibit                        EXHIBIT INDEX
No.
                                   Document

2.       Information  Statement of Registrant  (incorporated by reference to 
         the Exhibit 2 to the Registrant's  Form 10 Registration
         Statement dated September 3, 1986, filed with the Securities and 
         Exchange Commission on September 4, 1986).

  3.1    Certificate  of  Incorporation  of Registrant  (incorporated  by 
         reference to the Exhibit 3.1 to the  Registrant's  Form 10
         Registration Statement dated September 3, 1986, filed with the
         Securities and Exchange Commission on September 4, 1986).
 
  3.2    Bylaws of the Registrant  (incorporated by reference to the 
         Exhibit 3.2 to the Registrant's Form 10 Registration  Statement
         dated September 3, 1986, filed with the Securities and Exchange 
         Commission on September 4, 1986).
 
10.1     Argonaut Group,  Inc. 1986 Stock Option Plan  (incorporated  by 
         reference to the Exhibit 10.1 to the  Registrant's  Form 10
         Registration Statement dated September 3, 1986, filed with the 
         Securities and Exchange Commission on September 4, 1986).
 
10.2     Argonaut  Group,  Inc.  Retirement  Plan  (incorporated  by 
         reference  to the  Exhibit  10.2 to the  Registrant's  Form 10
         Registration Statement dated September 3, 1986, filed with the
         Securities and Exchange Commission on September 4, 1986).

10.3     Tax Agreement by and among  Registrant and its subsidiaries  and 
         Teledyne,  Inc.  (incorporated by reference to the Exhibit
         10.3 to the  Registrant's  Form 10 Registration  Statement dated 
         September 3, 1986,  filed with the Securities and Exchange
         Commission on September 4, 1986).

10.4     Argonaut Group,  Inc. 1986 Stock Option Plan, as amended  
         (incorporated by reference to the Exhibit 4.3 to the Registrant's
         Registration Statement on Form S-8 filed with the Securities and 
         Exchange Commission on February 13, 1987).

10.5     401(k)  Retirement  Savings Plan  (incorporated by reference to the 
         Exhibit 10.4 to the  Registrant's  Form 10-K filed with
         the Securities and Exchange Commission on February 28, 1989).

10.6     Employee Stock Investment Plan  (incorporated by reference to the 
         Exhibit 4.3 to the  Registrant's  Registration  Statement
         on Form S-8 filed with the Securities and Exchange Commission on 
         October 10, 1989).

10.7     Argonaut Group,  Inc. 1986 Stock Option Plan, as amended  
         (incorporated by reference to the Exhibit 4.3 to the Registrant's
         Registration Statement on Form S-8 filed with the Securities and
         Exchange Commission on December 9, 1997).

10.8     Argonaut Group, Inc.  Form of Employee Retention Agreement for 
         Messrs. Rinsch and Halliday dated as of February 24, 1998.

10.9     Argonaut Group, Inc.  Form of Employee Retention Agreement for
         Messrs. Mellin and Polak dated as of February 24, 1998.

10.10    Argonaut Group, Inc.  Form of Employee Retention Agreement for
          Argonaut Group, Inc. dated as of February 24, 1998.
 
13.      The following  materials are excerpted from the Annual Report to 
         Shareholders  of Argonaut Group,  Inc. for the fiscal year
         ended December 31, 1997:

         a)       Selected Financial Data
         b)       Financial Statements
         c)       Common Stock Market Prices
         d)       Management's Discussion and Analysis of Results of Operations
                  and Financial    Condition

21.      Subsidiaries  of  Registrant  (incorporated  by  reference  to the 
         Exhibit  21 to the  Registrant's  Form 10  Registration
         Statement dated September 3, 1986, filed with the Securities and 
         Exchange Commission on September 4, 1986).

23.      Consent of Independent Public Accountants.

27.      Financial Data Schedule for December 31, 1997 Form 10-K.