content: <PAGE>   1
  
  
  
  
                  As filed with the Securities and Exchange Commission
                                     on May 9, 1995
  
                                                   Registration No. 33-_____
                                                                              
  ==============================================================================
  
                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D. C. 20549
  
                                        FORM S-8
  
                              REGISTRATION STATEMENT UNDER
                               THE SECURITIES ACT OF 1933
  
                                 THE PIONEER GROUP, INC.
                 (Exact name of registrant as specified in its charter)
  
                       DELAWARE                             13-5657669
           (State or other jurisdiction of               (I.R.S. Employer
           incorporation or organization)              Identification Number)
  
  
            60 STATE STREET, BOSTON, MASSACHUSETTS            02109
           (Address of Principal Executive Offices)         (Zip Code)
  
                               1995 RESTRICTED STOCK PLAN
                                (Full title of the plan)
  
                                  JOSEPH P. BARRI, ESQ.
                                      HALE AND DORR
                                     60 STATE STREET
                               BOSTON, MASSACHUSETTS 02109
                          (Name and address of agent for service)
  
                                     (617) 526-6000
              (Telephone number, including area code, of agent for service)
  
  <TABLE>
  ==============================================================================
  
                           CALCULATION OF REGISTRATION FEE                   
  
  <CAPTION>
                                       Proposed   Proposed
           Title of                    maximum    maximum
           securities     Amount       offering   aggregate      Amount of
           to be          to be        price      offering       registration
           registered     registered   per share  price          fee         
           ----------     ----------   ---------  ---------      ------------
           <S>            <C>          <C>        <C>            <C>
           Common Stock,  600,000      $25.50(1)  $15,300,000(1) $5,276
           $.10 par       shares    
           value
  <FN>
           __________________________________________________________________
           (1)  Estimated solely for the purpose of calculating the
                registration fee, and based upon the average of the
                high and low prices of the Common Stock on the Nasdaq  
                National Market on May 2, 1995 in accordance
                with Rules 457(c) and 457(h) of the Securities Act of 1933.
                                                                             
  </TABLE>
  
  <PAGE>   2
  
  
           PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                     The information required by Part I is included in
           documents sent or given to participants in the Registrant's 1995
           Restricted Stock Plan pursuant to Rule 428(b)(1) of the Securities
           Act of 1933, as amended (the "Securities Act").
  
  
           PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                Item 3.  Incorporation of Certain Documents by Reference
                         -----------------------------------------------
  
                     The following documents, which are filed with the
           Securities and Exchange Commission (the "Commission"), are
           incorporated in this Registration Statement by reference:
  
                     (1)  The Registrant's latest annual report filed
                pursuant to Section 13(a) or 15(d) of the Securities Exchange
                Act of 1934, as amended (the "Exchange Act"), or either (i)
                the latest prospectus filed pursuant to Rule 424(b) under the
                Securities Act that contains audited financial statements for
                the registrant's latest fiscal year for which such statements
                have been filed or (ii) the Registrant's effective
                registration statement on Form 10 or Form 20-F filed under
                the Exchange Act containing audited financial statements for
                the Registrant's latest fiscal year.
  
                     (2)  All other reports filed pursuant to Section 13(a)
                or 15(d) of the Exchange Act since the end of the fiscal year
                covered by the Registrant document referred to in (1) above.
  
                     (3)  The description of the common stock of the
                Registrant, $.10 par value per share (the "Common Stock"),
                contained in a registration statement filed under the
                Exchange Act, including any amendment or report filed for the
                purpose of updating such description.
  
                     All documents subsequently filed by the Registrant
           pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
           Act, prior to the filing of a post-effective amendment which
           indicates that all shares of Common Stock offered hereby have been
           sold or which deregisters all shares of Common Stock then
           remaining unsold, shall be deemed to be incorporated by reference
           herein and to be part hereof from the date of the filing of such
           documents.
  
  
                Item 4.  Description of Securities
                         -------------------------
  
                     Not applicable.
  
  
                                          II-2
  
  <PAGE>   3
  
  
                Item 5.  Interests of Named Experts and Counsel
                         --------------------------------------
  
                     The legality of the Common Stock being offered by this
           Registration Statement will be passed upon by Hale and Dorr (a
           partnership which includes professional corporations), 60 State
           Street, Boston, Massachusetts  02109.  John F. Cogan, Jr.,
           President and a Director of the Registrant, is the Chairman and a
           partner of Hale and Dorr, and Joseph P. Barri, Secretary of the
           Registrant, is a partner of Hale and Dorr.  As of the date of this
           Registration Statement, partners of Hale and Dorr directly or
           indirectly beneficially own approximately 3,751,255 shares of
           Common Stock of the Registrant.
  
  
                Item 6.   Indemnification of Directors and Officers
                          -----------------------------------------
  
                     Section 102(b)(7) of the Delaware General Corporation
           Law permits a corporation to provide in its certificate of
           incorporation that a director of the corporation shall not be
           personally liable to the corporation or its stockholders for
           monetary damages for breach of fiduciary duty as a director,
           except for liability (i) for any breach of the director's duty of
           loyalty to the corporation or its stockholders, (ii) for acts or
           omissions not in good faith or which involve intentional
           misconduct or a knowing violation of law, (iii) under Section 174
           of the Delaware General Corporation Law, or (iv) for any
           transaction from which the director derived an improper personal
           benefit.
  
                     Section 145 of the Delaware General Corporation Law
           provides that a corporation may indemnify any person who was or is
           a party or is threatened to be made a party to any threatened,
           pending or completed action, suit or proceeding, whether civil,
           criminal, administrative or investigative (other than an action by
           or in the right of the corporation) by reason of the fact that he
           is or was a director, officer, employee or agent of the
           corporation, or is or was serving at its request in such capacity
           in another corporation or business association, against expenses
           (including attorneys' fees), judgments, fines and amounts paid in
           settlement actually and reasonably incurred by him in connection
           with such action, suit or proceeding if he acted in good faith and
           in a manner he reasonably believed to be in or not opposed to the
           best interests of the corporation, and, with respect to any
           criminal action or proceeding, had no reasonable cause to believe
           his conduct was unlawful.  Section 145 provides that termination
           of any action by judgment, settlement, conviction, or plea of NOLO
           CONTENDERE shall not itself create a presumption that the person
           did not act in good faith and in a manner that he reasonably
           believed to be in or not opposed to the best interests of the
           Registrant and, in the case of any criminal proceeding, had reason
           to believe that his conduct was not unlawful.  In the case of an
  
  
  
                                         II-3
  <PAGE>   4
  
           action by or in the right of a corporation, no indemnification
           shall be made if the person was adjudged to be liable to the
           corporation, unless the Court of Chancery of Delaware or the court
           in which the action was brought determines that, despite the
           adjudication of liability but in view of all the circumstances in
           the case, such person is entitled to indemnification for such
           expenses that the court deems proper.
  
                     Article SEVENTH (Part One) of the Registrant's
           Certificate of Incorporation provides that no director of the
           Registrant shall be liable for monetary damages for any breach of
           fiduciary duty, except to the extent that the Delaware General
           Corporation Law prohibits the elimination or limitation of
           liability of directors for breach of fiduciary duty.  Article
           SEVENTH (Part Two) of the Registrant's Certificate of
           Incorporation requires the Registrant to indemnify any director,
           officer, trustee or other person that it shall have the power to
           indemnify against any expenses (including attorneys' fees),
           judgments, fines and amounts paid in settlement to the maximum
           extent permitted from time to time under the Delaware General
           Corporation law, as amended.
  
                     The Registrant has purchased a general liability
           insurance policy which covers certain liabilities of directors and
           officers of the Registrant arising out of claims based on acts or
           omissions in their capacity as directors or officers.
  
                Item 7.  Exemption from Registration Claimed
                         -----------------------------------
  
                     Not applicable.
  
  
                Item 8.  Exhibits
                         --------
  
                     The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.
  
  
                Item 9.  Undertakings
                         ------------
  
                     1.   The Registrant 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;
  
  
  
  
  
  
                                         II-4
  
  <PAGE>   5
  
                          (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; and
  
                          (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 (i) and (ii) do not
                apply if the Registration Statement is on Form S-3 or Form S-8,
                and the information required to be included in a post-effective
                amendment by those paragraphs is contained in periodic reports
                filed with or furnished to the Commission by the Registrant
                pursuant to Section 13 or Section 15(d) of the Exchange Act
                that are incorporated by reference in the Registration
                Statement.
  
                     (2)  That, for the purpose of determining any liability
                under the Securities Act, 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.
  
                     2.  The Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of
           the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Exchange Act (and, where applicable, each filing of an
           employee benefit plan's annual report pursuant to Section 15(d) of
           the Exchange Act) that is incorporated by reference in the
           Registration Statement shall be deemed to be a new Registration
           Statement relating to the securities offered therein, and the
           offering of such securities at that time shall be deemed to be the
           initial bona fide offering thereof.
  
                     3.  Insofar as indemnification for liabilities arising
           under the Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in
           the opinion of the Commission such indemnification is against public
           policy as expressed in the Securities Act and is, therefore,
           unenforceable.  In the event that a claim for indemnification
           against such liabilities (other than the payment by the Registrant
           of expenses incurred or paid by a director, officer or controlling
  
  
                                         II-5
  <PAGE>   6
  
           person of the Registrant 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 Registrant 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
           Securities Act and will be governed by the final adjudication of
           such issue.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         II-6
  <PAGE>   7
  
  
                                        SIGNATURES
  
                Pursuant to the requirements of the Securities Act, the
           registrant certifies that it has reasonable grounds to believe that
           it meets all of the requirements for filing on Form S-8 and has duly
           caused this Registration Statement to be signed on its behalf by the
           undersigned, thereunto duly authorized, in the City of Boston,
           Massachusetts on the 4th day of May, 1995.
  
  
                                             THE PIONEER GROUP, INC.
  
  
  
                                             By: /s/ William H. Keough,
                                                 ------------------------
                                                 William H. Keough,      
                                                 Senior Vice President,
                                                 Treasurer and 
                                                 Chief Financial Officer    
  
  
  
                                     POWER OF ATTORNEY
  
                We, the undersigned officers and directors of The Pioneer Group
           hereby severally constitute John F. Cogan, Jr., William H. Keough,
           Robert P. Nault and Joseph P. Barri, and each of them singly, our
           true and lawful attorneys with full power to them, and each of them
           singly, to sign for us and in our names in the capacities indicated
           below, the Registration Statement on Form S-8 filed herewith and any
           and all subsequent amendments to said Registration Statement, and
           generally to do all such things in our names and behalf in our
           capacities as officers and directors to enable The Pioneer Group,
           Inc. to comply with all requirements of the Securities and Exchange
           Commission, hereby ratifying and confirming our signatures as they
           may be signed by said attorneys, or any of them, to said
           Registration Statement and any and all amendments thereto.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         II-7
  <PAGE>   8
  
  <TABLE>
  
                Pursuant to the requirements of the Securities Act, this
           Registration Statement has been signed below by the following
           persons in the capacities and on the dates indicated.  
  
  <CAPTION>
                Signature           Title                        Date
                ---------           -----                        ----
           <S>                      <C>                        <C>
           /s/ John F. Cogan, Jr.   President and Director     May 4, 1995
           ----------------------   (Principal Executive
           John F. Cogan, Jr.       Officer)
  
  
  
           /s/ William H. Keough    Senior Vice President,     May 4, 1995
           ----------------------   Treasurer and Chief 
           William H. Keough        Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)
  
  
  
           /s/ Robert L. Butler     Director                   May 4, 1995
           ----------------------
           Robert L. Butler         
  
  
           /s/ Philip L. Carret     Director                   May 4, 1995
           ----------------------
           Philip L. Carret         
  
  
           /s/ Maurice Engleman     Director                   May 4, 1995
           ----------------------
           Maurice Engleman         
  
  
           /s/ Jaskaran S. Teja     Director                   May 4, 1995
           ----------------------
           Jaskaran S. Teja         
  
  
           /s/ David D. Tripple     Director                   May 4, 1995
           ----------------------
           David D. Tripple         
  
  
           /s/ John H. Valentine    Director                   May 4, 1995
           ----------------------
           John H. Valentine        
  
  
  </TABLE>
  
  
  
                                         II-8
  
  <PAGE>   9
  
  
                                      EXHIBIT INDEX
                                      -------------
  
  <TABLE>
  <CAPTION>
  
      Exhibit                                                      Sequential
      Number       Description                                      Page No. 
      -------      -----------                                     ----------
        <S>        <C>                                                <C>
         4.1 (1)   Specimen Certificate of Common Stock                
                   of the Registrant
  
         5.1       Opinion of Hale and Dorr                            
  
        23.1       Consent of Hale and Dorr (included in 
                   Exhibit 5.1)
  
        23.2       Consent of Arthur Andersen LLP
  
        24.1       Power of Attorney (included on the signature        
                   page of this Registration Statement)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <FN>
           ______________________
           (1)  Incorporated herein by reference from the Registrant's
                Registration Statement on Form S-8 (Registration No. 33-61932)
  
  </TABLE>
  
  
                                         II-9
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PIONEER GROUP, INC. - 1995 RESTRICTED STOCK PLAN", "secsgml_size_bytes": 20668}]
metadata_filer: {"company-data": {"conformed-name": "PIONEER GROUP INC", "cik": "0000733060", "assigned-sic": "6282", "irs-number": "135657669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59185", "film-number": "95535687"}, "business-address": {"street1": "60 STATE ST", "city": "BOSTON", "state": "MA", "zip": "02109-1820", "phone": "8008211239"}, "mail-address": {"street1": "60 STATE STREET", "city": "BOSTON", "state": "MA", "zip": "02109-1820"}}
text: 1
  
                  As filed with the Securities and Exchange Commission
                                     on May 9, 1995
  
                                                   Registration No. 33-_____
                                                                              
  ==============================================================================
  
                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D. C. 20549
  
                                        FORM S-8
  
                              REGISTRATION STATEMENT UNDER
                               THE SECURITIES ACT OF 1933
  
                                 THE PIONEER GROUP, INC.
                 (Exact name of registrant as specified in its charter)
  
                       DELAWARE                             13-5657669
           (State or other jurisdiction of               (I.R.S. Employer
           incorporation or organization)              Identification Number)
  
            60 STATE STREET, BOSTON, MASSACHUSETTS            02109
           (Address of Principal Executive Offices)         (Zip Code)
  
                               1995 RESTRICTED STOCK PLAN
                                (Full title of the plan)
  
                                  JOSEPH P. BARRI, ESQ.
                                      HALE AND DORR
                                     60 STATE STREET
                               BOSTON, MASSACHUSETTS 02109
                          (Name and address of agent for service)
  
                                     (617) 526-6000
              (Telephone number, including area code, of agent for service)
  
  ==============================================================================
  
                           CALCULATION OF REGISTRATION FEE
  Proposed   Proposed
           Title of                    maximum    maximum
           securities     Amount       offering   aggregate      Amount of
           to be          to be        price      offering       registration
           registered     registered   per share  price          fee         
           ----------     ----------   ---------  ---------      ------------
  Common Stock,  600,000      $25.50(1)  $15,300,000(1) $5,276
           $.10 par       shares    
           value
  __________________________________________________________________
           (1)  Estimated solely for the purpose of calculating the
                registration fee, and based upon the average of the
                high and low prices of the Common Stock on the Nasdaq  
                National Market on May 2, 1995 in accordance
                with Rules 457(c) and 457(h) of the Securities Act of 1933.
  2
  
           PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                     The information required by Part I is included in
           documents sent or given to participants in the Registrant's 1995
           Restricted Stock Plan pursuant to Rule 428(b)(1) of the Securities
           Act of 1933, as amended (the "Securities Act").
  
           PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                Item 3.  Incorporation of Certain Documents by Reference
                         -----------------------------------------------
  
                     The following documents, which are filed with the
           Securities and Exchange Commission (the "Commission"), are
           incorporated in this Registration Statement by reference:
  
                     (1)  The Registrant's latest annual report filed
                pursuant to Section 13(a) or 15(d) of the Securities Exchange
                Act of 1934, as amended (the "Exchange Act"), or either (i)
                the latest prospectus filed pursuant to Rule 424(b) under the
                Securities Act that contains audited financial statements for
                the registrant's latest fiscal year for which such statements
                have been filed or (ii) the Registrant's effective
                registration statement on Form 10 or Form 20-F filed under
                the Exchange Act containing audited financial statements for
                the Registrant's latest fiscal year.
  
                     (2)  All other reports filed pursuant to Section 13(a)
                or 15(d) of the Exchange Act since the end of the fiscal year
                covered by the Registrant document referred to in (1) above.
  
                     (3)  The description of the common stock of the
                Registrant, $.10 par value per share (the "Common Stock"),
                contained in a registration statement filed under the
                Exchange Act, including any amendment or report filed for the
                purpose of updating such description.
  
                     All documents subsequently filed by the Registrant
           pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
           Act, prior to the filing of a post-effective amendment which
           indicates that all shares of Common Stock offered hereby have been
           sold or which deregisters all shares of Common Stock then
           remaining unsold, shall be deemed to be incorporated by reference
           herein and to be part hereof from the date of the filing of such
           documents.
  
                Item 4.  Description of Securities
                         -------------------------
  
                     Not applicable.
  
                                          II-2
  3
  
                Item 5.  Interests of Named Experts and Counsel
                         --------------------------------------
  
                     The legality of the Common Stock being offered by this
           Registration Statement will be passed upon by Hale and Dorr (a
           partnership which includes professional corporations), 60 State
           Street, Boston, Massachusetts  02109.  John F. Cogan, Jr.,
           President and a Director of the Registrant, is the Chairman and a
           partner of Hale and Dorr, and Joseph P. Barri, Secretary of the
           Registrant, is a partner of Hale and Dorr.  As of the date of this
           Registration Statement, partners of Hale and Dorr directly or
           indirectly beneficially own approximately 3,751,255 shares of
           Common Stock of the Registrant.
  
                Item 6.   Indemnification of Directors and Officers
                          -----------------------------------------
  
                     Section 102(b)(7) of the Delaware General Corporation
           Law permits a corporation to provide in its certificate of
           incorporation that a director of the corporation shall not be
           personally liable to the corporation or its stockholders for
           monetary damages for breach of fiduciary duty as a director,
           except for liability (i) for any breach of the director's duty of
           loyalty to the corporation or its stockholders, (ii) for acts or
           omissions not in good faith or which involve intentional
           misconduct or a knowing violation of law, (iii) under Section 174
           of the Delaware General Corporation Law, or (iv) for any
           transaction from which the director derived an improper personal
           benefit.
  
                     Section 145 of the Delaware General Corporation Law
           provides that a corporation may indemnify any person who was or is
           a party or is threatened to be made a party to any threatened,
           pending or completed action, suit or proceeding, whether civil,
           criminal, administrative or investigative (other than an action by
           or in the right of the corporation) by reason of the fact that he
           is or was a director, officer, employee or agent of the
           corporation, or is or was serving at its request in such capacity
           in another corporation or business association, against expenses
           (including attorneys' fees), judgments, fines and amounts paid in
           settlement actually and reasonably incurred by him in connection
           with such action, suit or proceeding if he acted in good faith and
           in a manner he reasonably believed to be in or not opposed to the
           best interests of the corporation, and, with respect to any
           criminal action or proceeding, had no reasonable cause to believe
           his conduct was unlawful.  Section 145 provides that termination
           of any action by judgment, settlement, conviction, or plea of NOLO
           CONTENDERE shall not itself create a presumption that the person
           did not act in good faith and in a manner that he reasonably
           believed to be in or not opposed to the best interests of the
           Registrant and, in the case of any criminal proceeding, had reason
           to believe that his conduct was not unlawful.  In the case of an
  
                                         II-3
  4
  
           action by or in the right of a corporation, no indemnification
           shall be made if the person was adjudged to be liable to the
           corporation, unless the Court of Chancery of Delaware or the court
           in which the action was brought determines that, despite the
           adjudication of liability but in view of all the circumstances in
           the case, such person is entitled to indemnification for such
           expenses that the court deems proper.
  
                     Article SEVENTH (Part One) of the Registrant's
           Certificate of Incorporation provides that no director of the
           Registrant shall be liable for monetary damages for any breach of
           fiduciary duty, except to the extent that the Delaware General
           Corporation Law prohibits the elimination or limitation of
           liability of directors for breach of fiduciary duty.  Article
           SEVENTH (Part Two) of the Registrant's Certificate of
           Incorporation requires the Registrant to indemnify any director,
           officer, trustee or other person that it shall have the power to
           indemnify against any expenses (including attorneys' fees),
           judgments, fines and amounts paid in settlement to the maximum
           extent permitted from time to time under the Delaware General
           Corporation law, as amended.
  
                     The Registrant has purchased a general liability
           insurance policy which covers certain liabilities of directors and
           officers of the Registrant arising out of claims based on acts or
           omissions in their capacity as directors or officers.
  
                Item 7.  Exemption from Registration Claimed
                         -----------------------------------
  
                     Not applicable.
  
                Item 8.  Exhibits
                         --------
  
                     The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.
  
                Item 9.  Undertakings
                         ------------
  
                     1.   The Registrant 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;
  
                                         II-4
  5
  
                          (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; and
  
                          (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 (i) and (ii) do not
                apply if the Registration Statement is on Form S-3 or Form S-8,
                and the information required to be included in a post-effective
                amendment by those paragraphs is contained in periodic reports
                filed with or furnished to the Commission by the Registrant
                pursuant to Section 13 or Section 15(d) of the Exchange Act
                that are incorporated by reference in the Registration
                Statement.
  
                     (2)  That, for the purpose of determining any liability
                under the Securities Act, 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.
  
                     2.  The Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of
           the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Exchange Act (and, where applicable, each filing of an
           employee benefit plan's annual report pursuant to Section 15(d) of
           the Exchange Act) that is incorporated by reference in the
           Registration Statement shall be deemed to be a new Registration
           Statement relating to the securities offered therein, and the
           offering of such securities at that time shall be deemed to be the
           initial bona fide offering thereof.
  
                     3.  Insofar as indemnification for liabilities arising
           under the Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in
           the opinion of the Commission such indemnification is against public
           policy as expressed in the Securities Act and is, therefore,
           unenforceable.  In the event that a claim for indemnification
           against such liabilities (other than the payment by the Registrant
           of expenses incurred or paid by a director, officer or controlling
  
                                         II-5
  6
  
           person of the Registrant 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 Registrant 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
           Securities Act and will be governed by the final adjudication of
           such issue.
  
                                         II-6
  7
  
                                        SIGNATURES
  
                Pursuant to the requirements of the Securities Act, the
           registrant certifies that it has reasonable grounds to believe that
           it meets all of the requirements for filing on Form S-8 and has duly
           caused this Registration Statement to be signed on its behalf by the
           undersigned, thereunto duly authorized, in the City of Boston,
           Massachusetts on the 4th day of May, 1995.
  
                                             THE PIONEER GROUP, INC.
  
                                             By: /s/ William H. Keough,
                                                 ------------------------
                                                 William H. Keough,      
                                                 Senior Vice President,
                                                 Treasurer and 
                                                 Chief Financial Officer    
  
                                     POWER OF ATTORNEY
  
                We, the undersigned officers and directors of The Pioneer Group
           hereby severally constitute John F. Cogan, Jr., William H. Keough,
           Robert P. Nault and Joseph P. Barri, and each of them singly, our
           true and lawful attorneys with full power to them, and each of them
           singly, to sign for us and in our names in the capacities indicated
           below, the Registration Statement on Form S-8 filed herewith and any
           and all subsequent amendments to said Registration Statement, and
           generally to do all such things in our names and behalf in our
           capacities as officers and directors to enable The Pioneer Group,
           Inc. to comply with all requirements of the Securities and Exchange
           Commission, hereby ratifying and confirming our signatures as they
           may be signed by said attorneys, or any of them, to said
           Registration Statement and any and all amendments thereto.
  
                                         II-7
  8
  
                Pursuant to the requirements of the Securities Act, this
           Registration Statement has been signed below by the following
           persons in the capacities and on the dates indicated.
  Signature           Title                        Date
                ---------           -----                        ----
  /s/ John F. Cogan, Jr.   President and Director     May 4, 1995
           ----------------------   (Principal Executive
           John F. Cogan, Jr.       Officer)
  
           /s/ William H. Keough    Senior Vice President,     May 4, 1995
           ----------------------   Treasurer and Chief 
           William H. Keough        Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)
  
           /s/ Robert L. Butler     Director                   May 4, 1995
           ----------------------
           Robert L. Butler         
  
           /s/ Philip L. Carret     Director                   May 4, 1995
           ----------------------
           Philip L. Carret         
  
           /s/ Maurice Engleman     Director                   May 4, 1995
           ----------------------
           Maurice Engleman         
  
           /s/ Jaskaran S. Teja     Director                   May 4, 1995
           ----------------------
           Jaskaran S. Teja         
  
           /s/ David D. Tripple     Director                   May 4, 1995
           ----------------------
           David D. Tripple         
  
           /s/ John H. Valentine    Director                   May 4, 1995
           ----------------------
           John H. Valentine
  II-8
  9
  
                                      EXHIBIT INDEX
                                      -------------
  Exhibit                                                      Sequential
      Number       Description                                      Page No. 
      -------      -----------                                     ----------
  4.1 (1)   Specimen Certificate of Common Stock                
                   of the Registrant
  
         5.1       Opinion of Hale and Dorr                            
  
        23.1       Consent of Hale and Dorr (included in 
                   Exhibit 5.1)
  
        23.2       Consent of Arthur Andersen LLP
  
        24.1       Power of Attorney (included on the signature        
                   page of this Registration Statement)
  ______________________
           (1)  Incorporated herein by reference from the Registrant's
                Registration Statement on Form S-8 (Registration No. 33-61932)
  II-9