8-K

                       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) - November 6, 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

On November 6, 2000, the Registrant issued a joint press release  announcing the
approval by  Registrant's  shareholders  of the  acquisition  of  Registrant  by
American  International  Group,  Inc.  The press  release is attached  hereto as
Exhibit 99 and is incorporated herein by reference.


Item 7.  Exhibits.

99. Press release dated  November 6, 2000  announcing the approval by HSB Group,
Inc.   shareholders  of  the   acquisition  of  HSB  Group,   Inc.  by  American
International Group, Inc.







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:  November 7, 2000                             /s/ R. Kevin Price
                                                     R. Kevin Price
                                                     Senior Vice President
                                                     and Corporate Secretary

EX-99

                                                                  Exhibit 99



CONTACT:     Joe Norton, AIG
             (212) 770-3144

             Dennis C. Milewski, HSB
             (860) 722-5567




AIG'S ACQUISITION OF HSB GROUP, INC. APPROVED BY HSB SHAREHOLDERS

NEW YORK and HARTFORD,  November 6, 2000 -- American  International  Group, Inc.
(NYSE:   AIG)  and  HSB  Group,  Inc.  (NYSE:  HSB)  announced  today  that  the
shareholders  of HSB have  approved the  acquisition  of HSB by AIG. The parties
expect  the  transaction  to close  later  this  year,  upon  receipt of pending
regulatory approvals.

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AIG is the leading  U.S.-based  international  insurance and financial  services
organization and the largest underwriter of commercial and industrial  insurance
in the United States.  Its member companies write a wide range of commercial and
personal  insurance  products  through a variety  of  distribution  channels  in
approximately 130 countries and jurisdictions throughout the world. AIG's global
businesses  also  include  financial  services and asset  management,  including
aircraft  leasing,  financial  products,  trading  and market  making,  consumer
finance, institutional, retail and direct investment fund asset management, real
estate  investment  management,   and  retirement  savings  products.   American
International  Group,  Inc.'s  common  stock is  listed  on the New  York  Stock
Exchange,  as well as the stock  exchanges  in London,  Paris,  Switzerland  and
Tokyo.

HSB Group,  Inc., the parent company of The Hartford Steam Boiler Inspection and
Insurance  Company,  is a  global  provider  of  specialty  insurance  products,
engineering  services,  and  management  consulting.  The Hartford  Steam Boiler
Inspection and Insurance  Company was founded in 1866 to provide loss prevention
service and  insurance to  businesses,  industries  and  institutions.  For more
information about HSB, visit its web site at www.hsb.com.

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