SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT


         Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

           Date of Report (Date of earliest event reported) - August 18, 2000

                                     HSB Group, Inc.
                 (Exact name of registrant as specified in its charter)

           Connecticut                         001-13135        06-1475343
        (State or other                        (Commission      (IRS Employer
       jurisdiction of incorporation)          File Number)     Identification
                                                                No.)

 One State Street, Hartford, Connecticut                      06102-5024
(Address of principal executive offices)                       (Zip Code)

 Registrant's telephone number, including area code - (860-722-1866)



Item 5.  Other Events.

     HSB Group, Inc. (the "Registrant") and American  International  Group, Inc.
("AIG")  have  entered  into an  Agreement  and  Plan  of  Merger  (the  "Merger
Agreement") dated as of August 17, 2000. The Merger Agreement is attached hereto
as Exhibit 2 and is incorporated by reference.

     On August 18, 2000,  the  Registrant  and AIG issued a joint press  release
announcing the Merger Agreement. The press release is attached hereto as Exhibit
99.1 and is incorporated by reference.

     Concurrently  with the execution of the Merger  Agreement,  the  Registrant
entered into a Stock Option  Agreement with AIG under which AIG has been granted
an option to purchase up to 19.9 percent of the Registrant's  common stock under
certain  conditions.  The Stock Option  Agreement is attached  hereto as Exhibit
99.2 and is incorporated herein by reference.

     The  transaction  has been  approved  by the  Boards of  Directors  of both
companies  and is  subject  to  various  regulatory  approvals,  as  well as the
approval of the Registrant's stockholders.

Item 7.   Financial Statements and Exhibits.

Exhibit 2 Agreement and Plan of Merger dated August 17, 2000.

Exhibit 99.1 Press Release dated August 18, 2000.

Exhibit 99.2  Stock Option Agreement dated August 17, 2000.






Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                                    HSB Group, Inc.


Dated: August 18, 2000                              /s/ R. Kevin Price
                                                    R. Kevin Price
                                                    Senior Vice President
                                                    and Corporate Secretary