content: <PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1996.
                                                       Registration No. 333-______
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                      ------------------------------------
  
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                      ------------------------------------
  
                           REPUBLIC GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)
  
              DELAWARE                                            75-1155922
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                          Identification Number)
  
                                 311 EAST 30TH AVE.
                           HUTCHINSON, KANSAS  67502-4341
                (Address of Principal Executive Offices) (Zip Code)
  
                                 ------------------
  
                            REPUBLIC GROUP INCORPORATED
                 AMENDED AND RESTATED 1989 LONG-TERM INCENTIVE PLAN
            AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             (Full title of the plans)
  
                                    PHIL SIMPSON
            CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            REPUBLIC GROUP INCORPORATED
                                 311 EAST 30TH AVE.
                           HUTCHINSON, KANSAS  67502-4341
                                   (316) 727-2700
    (Name and address, including zip code, and telephone number, including area
                            code, of agent for service)
  
                ---------------------------------------------------
  
                                      Copy to:
                                  BRYAN E. BISHOP
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                                  2200 ROSS AVENUE
                                     SUITE 2200
                                DALLAS, TEXAS  75201
                                   (214) 740-8000
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==========================================================================================================================
      Title of Securities         Amount to be          Proposed Maximum         Proposed Maximum             Amount of
        to be Registered           Registered          Offering Price per       Aggregate Offering       Registration Fee *
                                                            Share *                   Price*
  --------------------------------------------------------------------------------------------------------------------------
    <S>                          <C>                      <C>                      <C>                      <C>
    Common Stock, $1.00 par      874,500 shares           $17.38                   $15,198,810              $5,241
    value**
  ==========================================================================================================================
  
  </TABLE>
  
  * Estimated solely for the purpose of calculating the registration fee.  This
  fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
  1933, as amended, on the basis of the average of the high and low prices for
  the Common Stock of the Company on the New York Stock Exchange on November 18,
  1996.
  
  ** The Registration Statement also pertains to rights to purchase Common Stock
  of the Company.  One right is attached to and trades with each share of Common
  Stock of the Company.  Until the occurrence of certain events, the rights are
  not exercisable and will not be evidenced or transferred apart from the Common
  Stock.
  
    In addition, pursuant to Rule 416 under the Securities Act of 1933, as
  amended, this Registration Statement also covers shares of Common Stock of the
  Company issuable to prevent dilution resulting from stock splits, stock
  dividends or similar transactions.
  <PAGE>   2
           THIS REGISTRATION STATEMENT HEREBY INCORPORATES BY REFERENCE THE
  CONTENTS OF (I) THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8, FILED WITH
  THE SECURITIES EXCHANGE COMMISSION ON OCTOBER 18, 1990 (REGISTRATION NUMBER
  33-37367) RELATING TO THE REPUBLIC GROUP INCORPORATED AMENDED AND RESTATED 1989
  LONG-TERM INCENTIVE PLAN AND (II) THE REGISTRANT'S REGISTRATION STATEMENT ON
  FORM S-8, FILED WITH THE SECURITIES EXCHANGE COMMISSION ON OCTOBER 18, 1990
  (REGISTRATION NUMBER 33-37366) RELATING TO THE REPUBLIC GROUP INCORPORATED NON-
  EMPLOYEE DIRECTOR STOCK OPTION PLAN.
  
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The information specified by Item 1 of Part I of Form S-8 is omitted
  from this filing in accordance with the provisions of Rule 428 under the
  Securities Act of 1933, as amended (the "Act"), and the introductory note to
  Part I of Form S-8.  The document(s) containing the information specified in
  Part I will be sent or given to employees as specified by Rule 428(b)(1).
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The information specified by Item 2 of Part I of Form S-8 is omitted
  from this filing in accordance with the provisions of Rule 428 under the Act
  and the introductory note to Part I of Form S-8.  The document(s) containing
  the information specified in Part I will be sent or given to employees as
  specified by Rule 428(b)(1).
  
  
  
  
  
                                       I-1
  <PAGE>   3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are hereby incorporated by reference in
  this Registration Statement.  All documents subsequently filed by Republic
  Group Incorporated, a Delaware corporation (the "Company"), pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  which indicates that the securities offered hereby have been sold or which
  deregisters the securities offered hereby then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof commencing on the respective dates on which such documents are
  filed.  Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
                   (a)  The Company's Annual Report on Form 10-K for the fiscal
           year ended June 30, 1996.
  
                   (b)  The description of the Company's Common Stock, par value
           $1.00 per share (the "Common Stock"), contained in the Company's Form
           8-A Registration Statement filed with the Commission pursuant to the
           Exchange Act on October 24, 1984, SEC File No. 1-7210, including any
           amendments or reports filed for the purposes of updating such
           description.
  
                   (c)  Description of Rights to Purchase Common Stock contained
           in the Company's Form 8-A/A Registration Statement filed with the
           Commission pursuant to the Exchange Act on November 22, 1996.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                   Section 145 of the General Corporation Law of the State of
           Delaware empowers a corporation to indemnify its directors, officers,
           employees and agents and to purchase insurance, with respect to
           liability arising out of their capacity or status as directors,
           officers, employees and agents.  Section 145 further provides that the
           indemnification provided therein shall not be deemed exclusive of any
           other rights to which the directors, officers, employees and agents of
           a corporation may be entitled under any by-law, agreement, vote of
           stockholders or disinterested directors or otherwise.
  
                   Article Tenth of the Company's Amended and Restated
           Certificate of Incorporation provides that the Company shall indemnify
           any and all of its directors or officers or former directors or
           officers or any person who may have served at its request as a
           director or officer of another corporation in which it owns shares of
           capital stock or of which it is a credit against expenses actually and
           necessarily incurred by them in connection with the defense of any
           action, suit or proceeding in which they, or any of them, are made
           parties, or a party, by reason of being or having been directors or
           officers or a director or officer of the Company, except in relation
           to matters as to which any such director or
  
  
  
  
  
                                        II-1
  <PAGE>   4
           officer or former director of officer shall be adjudged in such
           action, suit or proceeding to be liable for negligence or misconduct
           in the performance of duty.
  
                   Article VI of the Company's Amended and Restated Bylaws (the
           "Bylaws") provides for indemnification of the Company's directors,
           officers, employees and agents in certain circumstances and sets forth
           certain procedures for such indemnification.  Article VI of the
           Company's Bylaws, which are filed as Exhibit 4.2 to this Registration
           Statement, is incorporated herein by reference.
  
                   The Company has a directors and officers insurance policy
           insuring directors and officers and former directors and officers of
           the Company and its subsidiaries against damages, judgments,
           settlements and costs that any such persons may become legally
           obligated to pay on account of claims made against them, for any
           error, misstatement or misleading statement, act or omission, or
           neglect or breach of duty committed, attempted or allegedly committed
           or attempted by such persons in the discharge of their duties to the
           Company in their capacities as directors or officers, or any matter
           claimed against them solely by reason of their serving in such
           capacities.
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <CAPTION>
      EXHIBIT NUMBER                        DESCRIPTION
      --------------                        -----------
           <S>              <C>
           4.1              Second Restated Certificate of Incorporation of the
                            Company (incorporated by reference to Exhibit 3(a) to
                            the Company's Quarterly Report on Form 10-Q, dated
                            November 13, 1996).
  
           4.2              Amended and Restated Bylaws of the Company
                            (incorporated by reference to Exhibit 3(b) to the
                            Company's Quarterly Report on Form 10-Q, dated
                            November 13, 1996).
  
           4.3              Specimen Common Stock Certificate (incorporated by
                            reference to Exhibit 4 to the Company's Registration
                            Statement on Form 8-A, dated October 25, 1984, SEC
                            File No. 1-7210).
  
           4.4              Republic Group Incorporated Amended and Restated 1989
                            Long-Term Incentive Plan (incorporated by reference to
                            Exhibit 10(a) to the Company's Quarterly Report on
                            Form 10-Q, dated November 13, 1996).
  
           4.5              Republic Group Incorporated Amended and Restated Non-
                            Employee Director Stock Option Plan (incorporated by
                            reference to Exhibit 10(b) to the Company's Quarterly
                            Report on Form 10-Q, dated November 13, 1996).
  
           4.6              Amended and Restated Rights Agreement between the
                            Company and UMB Bank, N.A. as Rights Agent
                            (incorporated by reference to Exhibit 4 to the
                            Company's Current Report on Form 8-K, dated
                            November 22, 1996).
  
           4.7              Description of Rights to Purchase Common Stock
                            (incorporated by reference to Item 1 to the Company's
                            Registration Statement on Form 8-A/A, dated
                            November 22, 1996).
  </TABLE>
  
  
  
  
  
                                        II-2
  <PAGE>   5
  <TABLE>
           <S>              <C>
           5.1              Opinion of Locke Purnell Rain Harrell (A Professional
                            Corporation).
  
           23.1             Consent of Arthur Andersen LLP.
  
           23.2             Consent of Locke Purnell Rain Harrell (A Professional
                            Corporation) (included in its opinion filed as Exhibit
                            5.1).
  
           24               Power of Attorney (included on the signature page of
                            this Registration Statement).
  </TABLE>
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The Company hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement:
  
                            (i)     To include any prospectus required by Section
                                    10(a)(3) of the Securities Act of 1933 (the
                                    "Act");
  
                            (ii)    To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;
  
                            provided, however, that paragraphs (a)(1)(i) and
                            (a)(1)(ii) do not apply if the information required
                            to be included in a post-effective amendment by those
                            paragraphs is contained in periodic reports filed
                            with or furnished to the Securities and Exchange
                            Commission by the Company pursuant to Section 13 or
                            Section 15(d) of the Exchange Act that are
                            incorporated by reference in the Registration
                            Statement.
  
                   (2)      That, for the purpose of determining any liability
                            under the Act, each such post-effective amendment
                            shall be deemed to be a new registration statement
                            relating to the securities offered therein, and the
                            offering of such securities at that time shall be
                            deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a post-
                            effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
                   (4)      That, for purposes of determining any liability under
                            the Act, each filing of the Company's annual report
                            pursuant to Section 13(a) or Section 15(d) of the
                            Exchange Act that is incorporated by reference in the
                            Registration Statement shall be deemed to be a new
                            registration statement relating to the securities
                            offered therein, and the offering of such securities
                            at that time shall be deemed to be the initial bona
                            fide offering thereof.
  
                   (5)      Insofar as indemnification for liabilities arising
                            under the Act may be permitted to directors, officers
                            and controlling persons of the Company pursuant to
                            the foregoing
  
  
  
  
  
                                        II-3
  <PAGE>   6
                            provisions, or otherwise, the Company has been
                            advised that in the opinion of the Securities and
                            Exchange Commission such indemnification is against
                            public policy as expressed in the Act and is,
                            therefore, unenforceable.  In the event that a claim
                            for indemnification against such liabilities (other
                            than the payment by the Company of expenses incurred
                            or paid by a director, officer or controlling person
                            of the Company in the successful defense of any
                            action, suit or proceeding) is asserted by such
                            director, officer or controlling person in connection
                            with the securities being registered, the Company
                            will, unless in the opinion of its counsel the matter
                            has been settled by controlling precedent, submit to
                            a court of appropriate jurisdiction the question
                            whether such indemnification by it is against public
                            policy as expressed in the Act and will be governed
                            by the final adjudication of such issue.
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Phil Simpson and Stephen L. Gagnon, and
  each of them or any one of them, as his true and lawful attorneys-in-fact and
  agents, with full power of substitution and resubstitution, to execute in the
  name and on behalf of such person, in any and all capacities, any or all
  amendments (including post-effective amendments) to this Registration Statement
  now or hereafter filed by or on behalf of Republic Group Incorporated (the
  "Company") covering securities issued or issuable under or in connection with
  the Company's Amended and Restated 1989 Long-Term Incentive Plan and Amended
  and Restated Non-Employee Director Stock Option Plan (as now or hereafter
  amended) and to file the same, with all exhibits thereto, and other documents
  required in connection therewith, with the Securities and Exchange Commission
  and any state or other securities authority, granting unto said attorneys-in-
  fact and agents, and each of them or any one of them, full power and authority
  to do and perform each and every act and thing requisite and necessary to be
  done in and about the premises, as fully to all intents and purposes as such
  person might or could do in person, hereby ratifying and confirming all that
  said attorneys-in-fact and agents, and each of them or any one of them, or his
  substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Company certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Form S- 8 Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
  on the 24th day of October, 1996.
  
                                    REPUBLIC GROUP INCORPORATED
  
  
                                    By:  /s/ Phil Simpson                         
                                        ------------------------------------------
                                        Phil Simpson
                                        Chairman of the Board, President and
                                        Chief Executive Officer
  
  
  
  
  
                                        II-4
  <PAGE>   7
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Form S-8 Registration Statement has been signed by the following
  persons in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                                  Title                                              Date
  ---------                                  -----                                              ----
  <S>                                        <C>                                                <C>
  /s/ Phil Simpson                           Chairman of the Board, President,
  ----------------------------------         Chief Executive Officer and Director               October 24, 1996
  Phil Simpson                               (principal executive officer)                                      
                                                                                                                
  
  /s/ Stephen L. Gagnon                      Executive Vice President and Director              October 24, 1996
  ----------------------------------                                                                            
  Stephen L. Gagnon
  
  /s/ Doyle R. Ramsey                        Vice President and Chief Financial Officer         October 24, 1996
  ----------------------------------         (principal financial officer)                                      
  Doyle R. Ramsey                                                         
  
  /s/ John W. McCracken                      Controller (principal accounting officer)          October 24, 1996
  ----------------------------------                                                                            
  John W. McCracken
  
  /s/ Bert A. Nelson                         Director                                           October 24, 1996
  ----------------------------------                                                                            
  Bert A. Nelson
  
  /s/ Talbot Rain                            Director                                           October 24, 1996
  ----------------------------------                                                                            
  Talbot Rain
  
  /s/ Gerald L. Ray                          Director                                           October 24, 1996
  ----------------------------------                                                                            
  Gerald L. Ray
  
  /s/ Robert F. Sexton                       Director                                           October 24, 1996
  ----------------------------------                                                                            
  Robert F. Sexton
  
  /s/ David R. Simpson                       Director                                           October 24, 1996
  ----------------------------------                                                                            
  David R. Simpson
  
  /s/ L. L. Wallace                          Director                                           October 24, 1996
  ----------------------------------                                                                            
  L. L. Wallace
  
  /s/ David B. Yarbrough                     Director                                           October 24, 1996
  ----------------------------------                                                                            
  David B. Yarbrough
  </TABLE>
  
  
  
  
  
                                        II-5
  <PAGE>   8
                                INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT NUMBER                        DESCRIPTION
  --------------                        -----------
       <S>        <C>
       4.1        Second Restated Certificate of Incorporation of the Company 
                  (incorporated by reference to Exhibit 3(a) to the Company's 
                  Quarterly Report on Form 10-Q, dated November 13, 1996).
                  
       4.2        Amended and Restated Bylaws of the Company (incorporated by 
                  reference to Exhibit 3(b) to the Company's Quarterly Report on
                  Form 10-Q, dated November 13, 1996).
                  
       4.3        Specimen Common Stock Certificate (incorporated by reference to
                  Exhibit 4 to the Company's Registration Statement on Form 8-A,
                  dated October 25, 1984, SEC File No. 1-7210).
                  
       4.4        Republic Group Incorporated Amended and Restated 1989 Long-Term
                  Incentive Plan (incorporated by reference to Exhibit 10(a) to 
                  the Company's Quarterly Report on Form 10-Q, dated November 13,
                  1996).
                  
       4.5        Republic Group Incorporated Amended and Restated Non-Employee 
                  Director Stock Option Plan (incorporated by reference to 
                  Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q, 
                  dated November 13, 1996).
                  
       4.6        Amended and Restated Rights Agreement between the Company and 
                  UMB Bank, N.A. as Rights Agent (incorporated by reference to 
                  Exhibit 4 to the Company's Current Report on Form 8-K, dated
                  November 22, 1996).
                  
       4.7        Description of Rights to Purchase Common Stock (incorporated 
                  by reference to Item 1 to the Company's Registration Statement
                  on Form 8-A/A, dated November 22, 1996).
                  
       5.1        Opinion of Locke Purnell Rain Harrell (A Professional 
                  Corporation).
                  
       23.1       Consent of Arthur Andersen LLP.
                  
       23.2       Consent of Locke Purnell Rain Harrell (A Professional 
                  Corporation) (included in its opinion filed
                  as Exhibit 5.1).
                  
       24         Power of Attorney (included on the signature page of this 
                  Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27605}]
metadata_filer: {"company-data": {"conformed-name": "REPUBLIC GROUP INC", "cik": "0000083226", "assigned-sic": "2631", "irs-number": "751155922", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16725", "film-number": "96671847"}, "business-address": {"street1": "PO BOX 1307", "city": "HUTCHINSON", "state": "KS", "zip": "67504"}, "mail-address": {"street2": "P O BOX 1307", "city": "HUTCHINSON", "state": "KS", "zip": "67504"}, "former-company": [{"former-conformed-name": "REPUBLIC GYPSUM CO", "date-changed": "19920703"}, {"former-conformed-name": "REPUBLIC HOUSING CORP", "date-changed": "19780525"}]}
text: 1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1996.
                                                       Registration No. 333-______
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                      ------------------------------------
  
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                      ------------------------------------
  
                           REPUBLIC GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)
  
              DELAWARE                                            75-1155922
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                          Identification Number)
  
                                 311 EAST 30TH AVE.
                           HUTCHINSON, KANSAS  67502-4341
                (Address of Principal Executive Offices) (Zip Code)
  
                                 ------------------
  
                            REPUBLIC GROUP INCORPORATED
                 AMENDED AND RESTATED 1989 LONG-TERM INCENTIVE PLAN
            AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             (Full title of the plans)
  
                                    PHIL SIMPSON
            CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            REPUBLIC GROUP INCORPORATED
                                 311 EAST 30TH AVE.
                           HUTCHINSON, KANSAS  67502-4341
                                   (316) 727-2700
    (Name and address, including zip code, and telephone number, including area
                            code, of agent for service)
  
                ---------------------------------------------------
  
                                      Copy to:
                                  BRYAN E. BISHOP
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                                  2200 ROSS AVENUE
                                     SUITE 2200
                                DALLAS, TEXAS  75201
                                   (214) 740-8000
  
                          CALCULATION OF REGISTRATION FEE
  ==========================================================================================================================
      Title of Securities         Amount to be          Proposed Maximum         Proposed Maximum             Amount of
        to be Registered           Registered          Offering Price per       Aggregate Offering       Registration Fee *
                                                            Share *                   Price*
  --------------------------------------------------------------------------------------------------------------------------
  Common Stock, $1.00 par      874,500 shares           $17.38                   $15,198,810              $5,241
    value**
  ==========================================================================================================================
  * Estimated solely for the purpose of calculating the registration fee.  This
  fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
  1933, as amended, on the basis of the average of the high and low prices for
  the Common Stock of the Company on the New York Stock Exchange on November 18,
  1996.
  
  ** The Registration Statement also pertains to rights to purchase Common Stock
  of the Company.  One right is attached to and trades with each share of Common
  Stock of the Company.  Until the occurrence of certain events, the rights are
  not exercisable and will not be evidenced or transferred apart from the Common
  Stock.
  
    In addition, pursuant to Rule 416 under the Securities Act of 1933, as
  amended, this Registration Statement also covers shares of Common Stock of the
  Company issuable to prevent dilution resulting from stock splits, stock
  dividends or similar transactions.
  2
           THIS REGISTRATION STATEMENT HEREBY INCORPORATES BY REFERENCE THE
  CONTENTS OF (I) THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8, FILED WITH
  THE SECURITIES EXCHANGE COMMISSION ON OCTOBER 18, 1990 (REGISTRATION NUMBER
  33-37367) RELATING TO THE REPUBLIC GROUP INCORPORATED AMENDED AND RESTATED 1989
  LONG-TERM INCENTIVE PLAN AND (II) THE REGISTRANT'S REGISTRATION STATEMENT ON
  FORM S-8, FILED WITH THE SECURITIES EXCHANGE COMMISSION ON OCTOBER 18, 1990
  (REGISTRATION NUMBER 33-37366) RELATING TO THE REPUBLIC GROUP INCORPORATED NON-
  EMPLOYEE DIRECTOR STOCK OPTION PLAN.
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The information specified by Item 1 of Part I of Form S-8 is omitted
  from this filing in accordance with the provisions of Rule 428 under the
  Securities Act of 1933, as amended (the "Act"), and the introductory note to
  Part I of Form S-8.  The document(s) containing the information specified in
  Part I will be sent or given to employees as specified by Rule 428(b)(1).
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The information specified by Item 2 of Part I of Form S-8 is omitted
  from this filing in accordance with the provisions of Rule 428 under the Act
  and the introductory note to Part I of Form S-8.  The document(s) containing
  the information specified in Part I will be sent or given to employees as
  specified by Rule 428(b)(1).
  
                                       I-1
  3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are hereby incorporated by reference in
  this Registration Statement.  All documents subsequently filed by Republic
  Group Incorporated, a Delaware corporation (the "Company"), pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  which indicates that the securities offered hereby have been sold or which
  deregisters the securities offered hereby then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof commencing on the respective dates on which such documents are
  filed.  Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
                   (a)  The Company's Annual Report on Form 10-K for the fiscal
           year ended June 30, 1996.
  
                   (b)  The description of the Company's Common Stock, par value
           $1.00 per share (the "Common Stock"), contained in the Company's Form
           8-A Registration Statement filed with the Commission pursuant to the
           Exchange Act on October 24, 1984, SEC File No. 1-7210, including any
           amendments or reports filed for the purposes of updating such
           description.
  
                   (c)  Description of Rights to Purchase Common Stock contained
           in the Company's Form 8-A/A Registration Statement filed with the
           Commission pursuant to the Exchange Act on November 22, 1996.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                   Section 145 of the General Corporation Law of the State of
           Delaware empowers a corporation to indemnify its directors, officers,
           employees and agents and to purchase insurance, with respect to
           liability arising out of their capacity or status as directors,
           officers, employees and agents.  Section 145 further provides that the
           indemnification provided therein shall not be deemed exclusive of any
           other rights to which the directors, officers, employees and agents of
           a corporation may be entitled under any by-law, agreement, vote of
           stockholders or disinterested directors or otherwise.
  
                   Article Tenth of the Company's Amended and Restated
           Certificate of Incorporation provides that the Company shall indemnify
           any and all of its directors or officers or former directors or
           officers or any person who may have served at its request as a
           director or officer of another corporation in which it owns shares of
           capital stock or of which it is a credit against expenses actually and
           necessarily incurred by them in connection with the defense of any
           action, suit or proceeding in which they, or any of them, are made
           parties, or a party, by reason of being or having been directors or
           officers or a director or officer of the Company, except in relation
           to matters as to which any such director or
  
                                        II-1
  4
           officer or former director of officer shall be adjudged in such
           action, suit or proceeding to be liable for negligence or misconduct
           in the performance of duty.
  
                   Article VI of the Company's Amended and Restated Bylaws (the
           "Bylaws") provides for indemnification of the Company's directors,
           officers, employees and agents in certain circumstances and sets forth
           certain procedures for such indemnification.  Article VI of the
           Company's Bylaws, which are filed as Exhibit 4.2 to this Registration
           Statement, is incorporated herein by reference.
  
                   The Company has a directors and officers insurance policy
           insuring directors and officers and former directors and officers of
           the Company and its subsidiaries against damages, judgments,
           settlements and costs that any such persons may become legally
           obligated to pay on account of claims made against them, for any
           error, misstatement or misleading statement, act or omission, or
           neglect or breach of duty committed, attempted or allegedly committed
           or attempted by such persons in the discharge of their duties to the
           Company in their capacities as directors or officers, or any matter
           claimed against them solely by reason of their serving in such
           capacities.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  EXHIBIT NUMBER                        DESCRIPTION
      --------------                        -----------
  4.1              Second Restated Certificate of Incorporation of the
                            Company (incorporated by reference to Exhibit 3(a) to
                            the Company's Quarterly Report on Form 10-Q, dated
                            November 13, 1996).
  
           4.2              Amended and Restated Bylaws of the Company
                            (incorporated by reference to Exhibit 3(b) to the
                            Company's Quarterly Report on Form 10-Q, dated
                            November 13, 1996).
  
           4.3              Specimen Common Stock Certificate (incorporated by
                            reference to Exhibit 4 to the Company's Registration
                            Statement on Form 8-A, dated October 25, 1984, SEC
                            File No. 1-7210).
  
           4.4              Republic Group Incorporated Amended and Restated 1989
                            Long-Term Incentive Plan (incorporated by reference to
                            Exhibit 10(a) to the Company's Quarterly Report on
                            Form 10-Q, dated November 13, 1996).
  
           4.5              Republic Group Incorporated Amended and Restated Non-
                            Employee Director Stock Option Plan (incorporated by
                            reference to Exhibit 10(b) to the Company's Quarterly
                            Report on Form 10-Q, dated November 13, 1996).
  
           4.6              Amended and Restated Rights Agreement between the
                            Company and UMB Bank, N.A. as Rights Agent
                            (incorporated by reference to Exhibit 4 to the
                            Company's Current Report on Form 8-K, dated
                            November 22, 1996).
  
           4.7              Description of Rights to Purchase Common Stock
                            (incorporated by reference to Item 1 to the Company's
                            Registration Statement on Form 8-A/A, dated
                            November 22, 1996).
  II-2
  5
  5.1              Opinion of Locke Purnell Rain Harrell (A Professional
                            Corporation).
  
           23.1             Consent of Arthur Andersen LLP.
  
           23.2             Consent of Locke Purnell Rain Harrell (A Professional
                            Corporation) (included in its opinion filed as Exhibit
                            5.1).
  
           24               Power of Attorney (included on the signature page of
                            this Registration Statement).
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The Company hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement:
  
                            (i)     To include any prospectus required by Section
                                    10(a)(3) of the Securities Act of 1933 (the
                                    "Act");
  
                            (ii)    To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;
  
                            provided, however, that paragraphs (a)(1)(i) and
                            (a)(1)(ii) do not apply if the information required
                            to be included in a post-effective amendment by those
                            paragraphs is contained in periodic reports filed
                            with or furnished to the Securities and Exchange
                            Commission by the Company pursuant to Section 13 or
                            Section 15(d) of the Exchange Act that are
                            incorporated by reference in the Registration
                            Statement.
  
                   (2)      That, for the purpose of determining any liability
                            under the Act, each such post-effective amendment
                            shall be deemed to be a new registration statement
                            relating to the securities offered therein, and the
                            offering of such securities at that time shall be
                            deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a post-
                            effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
                   (4)      That, for purposes of determining any liability under
                            the Act, each filing of the Company's annual report
                            pursuant to Section 13(a) or Section 15(d) of the
                            Exchange Act that is incorporated by reference in the
                            Registration Statement shall be deemed to be a new
                            registration statement relating to the securities
                            offered therein, and the offering of such securities
                            at that time shall be deemed to be the initial bona
                            fide offering thereof.
  
                   (5)      Insofar as indemnification for liabilities arising
                            under the Act may be permitted to directors, officers
                            and controlling persons of the Company pursuant to
                            the foregoing
  
                                        II-3
  6
                            provisions, or otherwise, the Company has been
                            advised that in the opinion of the Securities and
                            Exchange Commission such indemnification is against
                            public policy as expressed in the Act and is,
                            therefore, unenforceable.  In the event that a claim
                            for indemnification against such liabilities (other
                            than the payment by the Company of expenses incurred
                            or paid by a director, officer or controlling person
                            of the Company in the successful defense of any
                            action, suit or proceeding) is asserted by such
                            director, officer or controlling person in connection
                            with the securities being registered, the Company
                            will, unless in the opinion of its counsel the matter
                            has been settled by controlling precedent, submit to
                            a court of appropriate jurisdiction the question
                            whether such indemnification by it is against public
                            policy as expressed in the Act and will be governed
                            by the final adjudication of such issue.
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Phil Simpson and Stephen L. Gagnon, and
  each of them or any one of them, as his true and lawful attorneys-in-fact and
  agents, with full power of substitution and resubstitution, to execute in the
  name and on behalf of such person, in any and all capacities, any or all
  amendments (including post-effective amendments) to this Registration Statement
  now or hereafter filed by or on behalf of Republic Group Incorporated (the
  "Company") covering securities issued or issuable under or in connection with
  the Company's Amended and Restated 1989 Long-Term Incentive Plan and Amended
  and Restated Non-Employee Director Stock Option Plan (as now or hereafter
  amended) and to file the same, with all exhibits thereto, and other documents
  required in connection therewith, with the Securities and Exchange Commission
  and any state or other securities authority, granting unto said attorneys-in-
  fact and agents, and each of them or any one of them, full power and authority
  to do and perform each and every act and thing requisite and necessary to be
  done in and about the premises, as fully to all intents and purposes as such
  person might or could do in person, hereby ratifying and confirming all that
  said attorneys-in-fact and agents, and each of them or any one of them, or his
  substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Company certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Form S- 8 Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
  on the 24th day of October, 1996.
  
                                    REPUBLIC GROUP INCORPORATED
  
                                    By:  /s/ Phil Simpson                         
                                        ------------------------------------------
                                        Phil Simpson
                                        Chairman of the Board, President and
                                        Chief Executive Officer
  
                                        II-4
  7
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Form S-8 Registration Statement has been signed by the following
  persons in the capacities and on the dates indicated.
  Signature                                  Title                                              Date
  ---------                                  -----                                              ----
  /s/ Phil Simpson                           Chairman of the Board, President,
  ----------------------------------         Chief Executive Officer and Director               October 24, 1996
  Phil Simpson                               (principal executive officer)                                      
                                                                                                                
  
  /s/ Stephen L. Gagnon                      Executive Vice President and Director              October 24, 1996
  ----------------------------------                                                                            
  Stephen L. Gagnon
  
  /s/ Doyle R. Ramsey                        Vice President and Chief Financial Officer         October 24, 1996
  ----------------------------------         (principal financial officer)                                      
  Doyle R. Ramsey                                                         
  
  /s/ John W. McCracken                      Controller (principal accounting officer)          October 24, 1996
  ----------------------------------                                                                            
  John W. McCracken
  
  /s/ Bert A. Nelson                         Director                                           October 24, 1996
  ----------------------------------                                                                            
  Bert A. Nelson
  
  /s/ Talbot Rain                            Director                                           October 24, 1996
  ----------------------------------                                                                            
  Talbot Rain
  
  /s/ Gerald L. Ray                          Director                                           October 24, 1996
  ----------------------------------                                                                            
  Gerald L. Ray
  
  /s/ Robert F. Sexton                       Director                                           October 24, 1996
  ----------------------------------                                                                            
  Robert F. Sexton
  
  /s/ David R. Simpson                       Director                                           October 24, 1996
  ----------------------------------                                                                            
  David R. Simpson
  
  /s/ L. L. Wallace                          Director                                           October 24, 1996
  ----------------------------------                                                                            
  L. L. Wallace
  
  /s/ David B. Yarbrough                     Director                                           October 24, 1996
  ----------------------------------                                                                            
  David B. Yarbrough
  II-5
  8
                                INDEX TO EXHIBITS
  EXHIBIT NUMBER                        DESCRIPTION
  --------------                        -----------
  4.1        Second Restated Certificate of Incorporation of the Company 
                  (incorporated by reference to Exhibit 3(a) to the Company's 
                  Quarterly Report on Form 10-Q, dated November 13, 1996).
                  
       4.2        Amended and Restated Bylaws of the Company (incorporated by 
                  reference to Exhibit 3(b) to the Company's Quarterly Report on
                  Form 10-Q, dated November 13, 1996).
                  
       4.3        Specimen Common Stock Certificate (incorporated by reference to
                  Exhibit 4 to the Company's Registration Statement on Form 8-A,
                  dated October 25, 1984, SEC File No. 1-7210).
                  
       4.4        Republic Group Incorporated Amended and Restated 1989 Long-Term
                  Incentive Plan (incorporated by reference to Exhibit 10(a) to 
                  the Company's Quarterly Report on Form 10-Q, dated November 13,
                  1996).
                  
       4.5        Republic Group Incorporated Amended and Restated Non-Employee 
                  Director Stock Option Plan (incorporated by reference to 
                  Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q, 
                  dated November 13, 1996).
                  
       4.6        Amended and Restated Rights Agreement between the Company and 
                  UMB Bank, N.A. as Rights Agent (incorporated by reference to 
                  Exhibit 4 to the Company's Current Report on Form 8-K, dated
                  November 22, 1996).
                  
       4.7        Description of Rights to Purchase Common Stock (incorporated 
                  by reference to Item 1 to the Company's Registration Statement
                  on Form 8-A/A, dated November 22, 1996).
                  
       5.1        Opinion of Locke Purnell Rain Harrell (A Professional 
                  Corporation).
                  
       23.1       Consent of Arthur Andersen LLP.
                  
       23.2       Consent of Locke Purnell Rain Harrell (A Professional 
                  Corporation) (included in its opinion filed
                  as Exhibit 5.1).
                  
       24         Power of Attorney (included on the signature page of this 
                  Registration Statement).