HSB GROUP INC
8-K, 1998-01-28
FIRE, MARINE & CASUALTY INSURANCE
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                       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) - January 26, 1998

                                 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)




<PAGE>


Item 5.  Other Events

Attached  as  Exhibits  99(i) and 99(ii) are  copies of the  Registrant's  press
releases which are incorporated herein by reference.

Item 7(c).  Exhibits.

99(i)  Press release dated January 26, 1998 announcing fourth quarter results.

99(ii) Press release dated January 26, 1998 announcing declaration of April 1998
       dividend.





























                                     -2-


<PAGE>


     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:  January 28, 1998               /s/  R. Kevin Price
                                            R. Kevin Price
                                            Senior Vice President and Corporate
                                            Secretary



























                                      -3-


<PAGE>


                            EXHIBIT INDEX
                            -------------

Exhibit
- -------
99(i)  Press release dated January 26, 1998 announcing fourth quarter results.

99(ii) Press release dated January 26, 1998 announcing declaration of April 1998
       dividend.





                                                              Exhibit 99(i)

                                                              CONTACT:
                                                              James C. Rowan Jr.
                                                              (860) 722-5180

FOR IMMEDIATE RELEASE

HSB GROUP, INC. REPORTS GAINS IN FOURTH QUARTER

HARTFORD,  Conn., January 26, 1998 -- HSB Group, Inc. (NYSE-HSB),  the parent of
The Hartford Steam Boiler Inspection and Insurance Company,  today reported that
income per share from  continuing  operations  on a fully  diluted basis for the
fourth  quarter of 1997 was 96 cents per share,  compared  to 82 cents per share
for the fourth quarter of 1996. This represents an increase of 17 percent.

HSB Group's net earned insurance premiums increased 14.9 percent over the fourth
quarter of 1996, and 9.5 percent for the year. "We saw profitable  growth in all
our businesses,"  said Gordon W. Kreh,  president and chief executive officer of
HSB Group, Inc.

The  insurance  combined  ratio  -- the  sum of our  losses  and  expenses  as a
percentage of our insurance  revenue -- was 93 percent for the quarter.  For the
year, the combined ratio was 91.7 percent  compared to 94.7 percent in 1996. The
insurance operating gain for the year was up 82.6 percent over 1996.

HSB engineering  services revenues increased 7.2 percent for the quarter and 9.8
percent for the year. The 7.1 percent margin for the year reflects investment of
operating  funds in the long term  future of the  business.  The  margin for the
fourth quarter was 8.7 percent, up from 6.3 percent in the third quarter.

Net  investment  income of $11.0 million was 24.8 percent higher than the fourth
quarter of 1996 and 20.9 percent higher than the third quarter of 1997.

HSB Group,  Inc. is the parent company of The Hartford  Steam Boiler  Inspection
and Insurance Company, which has specialized in loss prevention and loss control
engineering  since  1866 and is the  largest  provider  of  equipment  breakdown
insurance in the world.



HSB GROUP, INC.
In millions, except per share amounts

                                SUMMARY OF OPERATIONS

                            Quarter
                            Ended                      Year-to-Date
                            December 31     Percent    December 31      Percent
                            1997   1996**   Change     1997    1996**   Change
                            -----  ------   ------     -----   ------   ------
Gross earned premium        $152.7  $142.0   7.6%     $609.3   $556.5   9.5%
Reinsurance                   22.3    28.5             118.1    107.9
                            -----  ------              -----   ------
   Net earned premium        130.4   113.5  14.9%      491.2    448.6   9.5%
Claims and adjustment 
 expenses                     60.9    49.0             217.9    204.4
Policy acquisition expenses   23.3    22.1              90.7     86.0
Underwriting and inspection
 expenses                     37.3    34.1             142.8    136.4
                            -----  ------              -----   ------
   Insurance operating gain $  8.9  $  8.3            $ 39.8   $ 21.8
                            -----  ------              -----   ------

     Loss ratio               46.8%   43.2%             44.4%    45.6%
     Expense ratio*           46.2%   49.0%             47.3%    49.1%
     Combined ratio*          93.0%   92.2%             91.7%    94.7%

Net engineering services
 revenues                   $ 16.0  $ 15.0   7.2%     $ 61.3   $ 55.8   9.8%
Net engineering services
 expenses                     14.6    12.5              57.0     48.5
                            ------  ------             -----   ------
  Engineering services
  operating gain            $  1.4  $  2.5            $  4.3   $  7.3
                            ------  ------             -----   ------
    Engineering services
    net operating margin       8.7%   16.8%              7.1%    13.2%

Investment income, net of
related interest expense    $ 11.0  $  8.8  24.8%     $ 36.8   $ 32.3  14.0%
Realized investment gains      7.9     3.6              14.1     12.1
                            ------  ------             -----   ------
  Income from investment
  operations                $ 18.9  $ 12.4            $ 50.9   $ 44.4

Interest expense               0.4     0.2               1.3      0.6
                            ------  ------             -----   ------
Income from continuing
 operations before income
 taxes and distributions on
 capital securities         $ 28.8  $ 23.0            $ 93.7   $ 72.9

Income taxes                   8.6     6.6              25.1     18.3

Distribution on capital
 securities of subsidiary
 trust, net of tax             1.3     -                 2.3     -
                            ------  ------             -----    ------
Income from continuing
 operations                 $ 18.9  $ 16.4            $ 66.3   $ 54.6

Discontinued operations:
 Loss from operations of
 Radian International LLC      -      (5.0)              -       (1.2)
                            ------  ------             -----    ------
Net income                  $ 18.9  $ 11.4            $ 66.3   $ 53.4
                            ======  ======             =====    ======

Earnings per common share-diluted:
Income from continuing
 operations per common
 share                      $  0.96 $  0.82  17.1%    $  3.29  $  2.71   21.4%
Net income per common share $  0.96 $  0.57  68.4%    $  3.29  $  2.65   24.2%

Average common shares
 outstanding and common
 stock equivalents            19.7    20.1              20.1     20.2

Dividends declared per
common share                $  0.60 $  0.57           $  2.34  $  2.28

*1997 and 1996 excludes goodwill amortization related to EIG. 1996
excludes minority interest related to EIG.
**Restated for the effects of discontinued operations.

<PAGE>

HSB GROUP, INC.
In millions, except per share amounts

                         SUMMARY OF FINANCIAL POSITION

                                        December 31    December 31    Percent
                                           1997            1996       Change
                                        -----------    -----------    -------
Assets
  Cash and short term investments       $  424.5       $  102.4 
  Fixed maturities, at fair value          248.4          235.8
  Equity securities, at fair value         323.8          262.7
                                        -----------    -----------
     Cash and invested assets              996.7          600.9

  Insurance premiums receivable            138.0          106.4
  Engineering services receivable           12.2           11.7
  Fixed assets                              29.8           31.7 
  Investment in Radian                      83.4           79.7
  Reinsurance assets                       124.5          162.9
  Other assets                             155.6          123.0
                                        -----------    -----------
     Total assets                       $1,540.2       $1,116.3         38.0%
                                        ===========    ===========
Liabilities
  Unearned premiums                     $  290.3       $  270.6 
  Claims and adjustment expenses           276.7          302.9
  Total borrowings                          67.4           28.3 
  Other liabilities                        151.6          148.9
                                        -----------    ----------
     Total liabilities                     786.0          750.7

Convertible redeemable preferred stock
 Series B                                      -           20.0

Company obligated mandatorily redeemable
 capital securities of subsidiary trust I
 holding solely junior subordinated
 deferrable interest debentures of the
 Company, net of discount                  108.9            -

Company obligated mandatorily redeemable
 capital securities of subsidiary trust II
 holding solely junior subordinated
 deferrable interest debentures of the
 Company                                   300.0            -

Shareholders' equity                       345.3          345.6
                                        -----------    ----------
Total                                   $1,540.2       $1,116.3
                                        ===========    ==========

Shareholders' equity per common share   $   17.63      $   17.25         2.2%

Based on common shares outstanding of       19.6           20.0





                                                     Exhibit 99(ii)

                                                     CONTACT:
                                                     James C. Rowan Jr.
                                                     Office:  (860)  722-5180


FOR IMMEDIATE RELEASE

                        HSB GROUP, INC. DECLARES DIVIDEND

HARTFORD,  Conn.,  January 26, 1998 -- The Board of Directors of HSB Group, Inc.
(NYSE-HSB)  today declared a regular  quarterly  dividend of 60 cents per share,
payable April 30, 1998, to shareholders of record at the close of business April
10, 1998.  The Hartford  Steam Boiler has paid  dividends  continuously  for 128
years, one of the longest records of the New York Stock Exchange.






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