content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on June 9, 1997.
                                                       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)
                                811 EAST 30TH AVENUE
                           HUTCHINSON, KANSAS  67502-4341
                (Address of Principal Executive Offices) (Zip Code)
                                 __________________
  
            REPUBLIC GROUP INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
  
                                    PHIL SIMPSON
                        CHAIRMAN OF THE BOARD, PRESIDENT AND
                              CHIEF EXECUTIVE OFFICER
                            REPUBLIC GROUP INCORPORATED
                                811 EAST 30TH AVENUE
                           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, ESQ.
                             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        150,000 shares         $ 16.625(1)              $2,493,750(1)            $755.68(1)
  value (2)(3)
  </TABLE>
  ================================================================================
  
  (1) 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 reported on the New York Stock Exchange on 
  June 2, 1997.
  
  (2) Includes associated Rights to purchase Common Stock.  Until the occurrence
  of certain prescribed events, none of which has occurred, the Rights are not
  exercisable, are evidenced by the certificates representing Common Stock, and
  will be transferred with and only with Common Stock.
  
  (3) Pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan described herein.
  <PAGE>   2
  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>   3
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The information specified by Item 1 and Item 2 of Part I of Form S-8
  is omitted from this filing in accordance with provisions of Rule 428 under the
  Securities Act of 1933 (the "Securities Act") and the introductory Note to Part
  I of Form S-8.  The documents containing the information specified in Part I
  will be sent or given to employees as specified by Rule 428(b)(1).
  
  
  
  
  
                                        I-1
  <PAGE>   4
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Republic Group
  Incorporated (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  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.
  
           (1)     Annual Report on Form 10-K for the year ended June 30, 1996;
  
           (2)     Quarterly Reports on Form 10-Q for the quarters ended December
                   31 and September 30, 1996, and March 31, 1997;
  
           (3)     Current Report on Form 8-K filed November 22, 1996;
  
           (4)     Description of the Common Stock in Item 1 of Form 8-A dated
                   October 24, 1984;
  
           (5)     Summary Description of Rights to purchase Common Stock in Item
                   1 of Form 8-A/A dated November 22, 1996; and
  
           (6)     Republic Group Incorporated Employee Stock Purchase Plan.
  
  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
  
  
  
  
  
                                        I-2
  <PAGE>   5
  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 officer or former director or 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.
  
           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     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).
  
           4.5     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).
  
           4.6     Republic Group Incorporated Employee Stock Purchase Plan.
  
           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 Exhibit 5.1).
  
           24.1    Powers of Attorney (included on signature pages).
  
  
  
  
  
                                        I-3
  <PAGE>   6
  ITEM 9.  UNDERTAKINGS.
  
           The Company herein 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)     To reflect in the prospectus any facts or events
                            arising after the effective date of this 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 this Registration Statement;
  
                   (iii)    To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change to
                            such information in the Registration Statement;
  
                   provided, however, that paragraphs (1)(i) and (1)(ii) do not
                   apply if the registration statement is on Form S-3, Form S-8
                   or Form F-3, 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 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
                   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.
  
           (4)     That, for purposes of determining any liability under the
                   Securities Act, each filing of the Company'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.
  
           (5)     Insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Company pursuant to the foregoing
                   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
                   Securities 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
  
  
  
  
  
                                        I-4
  <PAGE>   7
                   policy as expressed in the Securities Act and will be governed
                   by the final adjudication of such issue.
  
  
  
  
  
                                        I-5
  <PAGE>   8
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Phil Simpson and Stephen L.
  Gagnon, 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, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents 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 of
  them, full power and authority to do and perform each and every act in person,
  hereby ratifying and confirming all that said attorneys-in-fact and agents, or
  his or their 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, 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
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Hutchinson, State of Kansas on June 9, 1997.
  
                                         REPUBLIC GROUP INCORPORATED
                                         
                                         
                                         
                                         By:/s/ PHIL SIMPSON
                                            -------------------------------------
                                         Name: Phil Simpson
                                              -----------------------------------
                                         Title: Chairman, President and Chief
                                                Executive Officer
                                               ----------------------------------
  
  
  
  
  
                                        I-6
  <PAGE>   9
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
            SIGNATURES                                 TITLE                                        DATE
            ----------                                 -----                                        ----
   <S>                                <C>                                                                   <C>
   /s/ PHIL SIMPSON                   Chairman of the Board, President and Chief               June 6, 1997
   --------------------------------                                                         
   Phil Simpson                       Executive Officer and Director (principal
                                      executive officer)
  
   /s/ STEPHEN L. GAGNON              Executive Vice President and Director                    June 6, 1997
   --------------------------------                                                        
   Stephen L. Gagnon
  
   /s/ DOYLE R. RAMSEY                Vice President and Chief Financial Officer               June 6, 1997
   --------------------------------                                                         
   Doyle R. Ramsey                    (principal financial and accounting officer)
  
   /s/ BERT A. NELSON                 Director                                                 June 6, 1997
   --------------------------------                                                         
   Bert A. Nelson 
                                      Director                                                        , 1997 
   --------------------------------                                                            ------
   Talbot Rain
  
   /s/ GERALD L. RAY                  Director                                                 June 6, 1997
   --------------------------------                                                         
   Gerald L. Ray 
  
   /s/ ROBERT F. SEXTON               Director                                                 June 6, 1997
   --------------------------------                                                         
   Robert F. Sexton   
  
   /s/ DAVID P. SIMPSON               Director                                                 June 6, 1997
   --------------------------------                                                         
   David P. Simpson 
  
   /s/ L.L. WALLACE                   Director                                                 June 6, 1997
   --------------------------------                                                         
   L.L. Wallace   
  
   /s/ DAVID B. YARBROUGH             Director                                                 June 6, 1997
   --------------------------------                                                         
   David B. Yarbrough
  </TABLE>
  
  
  
  
  
                                        I-7
  <PAGE>   10
                                 INDEX TO EXHIBITS
  
  
  
  
  <TABLE>
  <CAPTION>
           EXHIBIT
            NUMBER          EXHIBIT
           -------          -------
           <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     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).
  
           4.5     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).
  
           4.6     Republic Group Incorporated Employee Stock Purchase Plan.
  
           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 Exhibit 5.1).
  
           24.1    Powers of Attorney (included on signature pages).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22713}]
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": "333-28839", "film-number": "97621276"}, "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 June 9, 1997.
                                                       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)
                                811 EAST 30TH AVENUE
                           HUTCHINSON, KANSAS  67502-4341
                (Address of Principal Executive Offices) (Zip Code)
                                 __________________
  
            REPUBLIC GROUP INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
  
                                    PHIL SIMPSON
                        CHAIRMAN OF THE BOARD, PRESIDENT AND
                              CHIEF EXECUTIVE OFFICER
                            REPUBLIC GROUP INCORPORATED
                                811 EAST 30TH AVENUE
                           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, ESQ.
                             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        150,000 shares         $ 16.625(1)              $2,493,750(1)            $755.68(1)
  value (2)(3)
  ================================================================================
  
  (1) 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 reported on the New York Stock Exchange on 
  June 2, 1997.
  
  (2) Includes associated Rights to purchase Common Stock.  Until the occurrence
  of certain prescribed events, none of which has occurred, the Rights are not
  exercisable, are evidenced by the certificates representing Common Stock, and
  will be transferred with and only with Common Stock.
  
  (3) Pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan described herein.
  2
  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.
  3
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The information specified by Item 1 and Item 2 of Part I of Form S-8
  is omitted from this filing in accordance with provisions of Rule 428 under the
  Securities Act of 1933 (the "Securities Act") and the introductory Note to Part
  I of Form S-8.  The documents containing the information specified in Part I
  will be sent or given to employees as specified by Rule 428(b)(1).
  
                                        I-1
  4
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Republic Group
  Incorporated (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  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.
  
           (1)     Annual Report on Form 10-K for the year ended June 30, 1996;
  
           (2)     Quarterly Reports on Form 10-Q for the quarters ended December
                   31 and September 30, 1996, and March 31, 1997;
  
           (3)     Current Report on Form 8-K filed November 22, 1996;
  
           (4)     Description of the Common Stock in Item 1 of Form 8-A dated
                   October 24, 1984;
  
           (5)     Summary Description of Rights to purchase Common Stock in Item
                   1 of Form 8-A/A dated November 22, 1996; and
  
           (6)     Republic Group Incorporated Employee Stock Purchase Plan.
  
  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
  
                                        I-2
  5
  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 officer or former director or 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.
  
           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     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).
  
           4.5     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).
  
           4.6     Republic Group Incorporated Employee Stock Purchase Plan.
  
           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 Exhibit 5.1).
  
           24.1    Powers of Attorney (included on signature pages).
  
                                        I-3
  6
  ITEM 9.  UNDERTAKINGS.
  
           The Company herein 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)     To reflect in the prospectus any facts or events
                            arising after the effective date of this 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 this Registration Statement;
  
                   (iii)    To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change to
                            such information in the Registration Statement;
  
                   provided, however, that paragraphs (1)(i) and (1)(ii) do not
                   apply if the registration statement is on Form S-3, Form S-8
                   or Form F-3, 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 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
                   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.
  
           (4)     That, for purposes of determining any liability under the
                   Securities Act, each filing of the Company'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.
  
           (5)     Insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Company pursuant to the foregoing
                   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
                   Securities 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
  
                                        I-4
  7
                   policy as expressed in the Securities Act and will be governed
                   by the final adjudication of such issue.
  
                                        I-5
  8
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Phil Simpson and Stephen L.
  Gagnon, 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, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents 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 of
  them, full power and authority to do and perform each and every act in person,
  hereby ratifying and confirming all that said attorneys-in-fact and agents, or
  his or their 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, 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
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Hutchinson, State of Kansas on June 9, 1997.
  
                                         REPUBLIC GROUP INCORPORATED
                                         
                                         
                                         
                                         By:/s/ PHIL SIMPSON
                                            -------------------------------------
                                         Name: Phil Simpson
                                              -----------------------------------
                                         Title: Chairman, President and Chief
                                                Executive Officer
                                               ----------------------------------
  
                                        I-6
  9
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURES                                 TITLE                                        DATE
            ----------                                 -----                                        ----
  /s/ PHIL SIMPSON                   Chairman of the Board, President and Chief               June 6, 1997
   --------------------------------                                                         
   Phil Simpson                       Executive Officer and Director (principal
                                      executive officer)
  
   /s/ STEPHEN L. GAGNON              Executive Vice President and Director                    June 6, 1997
   --------------------------------                                                        
   Stephen L. Gagnon
  
   /s/ DOYLE R. RAMSEY                Vice President and Chief Financial Officer               June 6, 1997
   --------------------------------                                                         
   Doyle R. Ramsey                    (principal financial and accounting officer)
  
   /s/ BERT A. NELSON                 Director                                                 June 6, 1997
   --------------------------------                                                         
   Bert A. Nelson 
                                      Director                                                        , 1997 
   --------------------------------                                                            ------
   Talbot Rain
  
   /s/ GERALD L. RAY                  Director                                                 June 6, 1997
   --------------------------------                                                         
   Gerald L. Ray 
  
   /s/ ROBERT F. SEXTON               Director                                                 June 6, 1997
   --------------------------------                                                         
   Robert F. Sexton   
  
   /s/ DAVID P. SIMPSON               Director                                                 June 6, 1997
   --------------------------------                                                         
   David P. Simpson 
  
   /s/ L.L. WALLACE                   Director                                                 June 6, 1997
   --------------------------------                                                         
   L.L. Wallace   
  
   /s/ DAVID B. YARBROUGH             Director                                                 June 6, 1997
   --------------------------------                                                         
   David B. Yarbrough
  I-7
  10
                                 INDEX TO EXHIBITS
  EXHIBIT
            NUMBER          EXHIBIT
           -------          -------
  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     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).
  
           4.5     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).
  
           4.6     Republic Group Incorporated Employee Stock Purchase Plan.
  
           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 Exhibit 5.1).
  
           24.1    Powers of Attorney (included on signature pages).