UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ARGONAUT GROUP, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
040157109
(CUSIP Number)
January 28, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amend-
ment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 040157109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
LEON G. COOPERMAN
S.S. No. ###-##-####
2. Check Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X]
3. SEC Use Only
4. Citizenship or Place of Organization:
UNITED STATES
5. Sole Voting Power
1,049,000 (as of 12/31/98 it was 1,062,600)
Number of
Shares Bene- 6. Shared Voting Power
ficially by 426,000 (as of 12/31/98 it was 426,400)
Owned by 7. Sole Dispositive Power
Each Report- 1,049,000 (as of 12/31/98 it was 1,062,600)
ing Person 8. Shared Dispositive Power
With: 426,000 (as of 12/31/98 it was 426,400)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,475,000 (as of 12/31/98 it was 1,489,000)
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares *
11. Percent of Class Represented by Amount in Row (11):
6.15%
12. Type of Reporting Person*
IN
*See Instructions Before Filling Out.
<PAGE>
Item 1(a) Name of Issuer:
Argonaut Group, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive
Offices:
1800 Avenue of the Stars, Suite 1175,
Los Angeles, California 90067
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Leon G. Cooperman ("Mr.
Cooperman").
Mr. Cooperman is the sole general partner of a limited
partnership organized under the laws of the State of New Jersey known
as W.R.C. Associates, L.P. It is a private investment partnership
engaged in the purchase and sale of securities and other investments
for its own account.
Mr. Cooperman is married to an individual named Toby Cooperman.
Mr. Cooperman is also one of the Trustees of the Leon and Toby
Cooperman Foundation (the "Foundation"), a charitable trust dated
December 16, 1981. The other Trustees are his wife, Toby Cooperman,
his sons, Wayne Cooperman and Michael Cooperman, and his brother,
Howard J. Cooperman.
Item 2(b) Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of each of Mr.
Cooperman, Capital LP, Institutional LP, Investors LP, Overseas, the
Managed Accounts, Advisors and W.R.C. Associates, L.P., is 88 Pine
Street, Wall Street Plaza - 31st Floor, New York, New York 10005.
Item 2(c) Citizenship:
Mr. Cooperman is a United States citizen;
Item 2(d) Title of Class of Securities:
Common Stock, $.10 par value (the "Shares")
Item 2(e) CUSIP Number: 040157109
`
Item 3. If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b)
Or (c):
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) (b) Amount Beneficially Owned and Percent of Class:
Mr. Cooperman may be deemed the beneficial owner of
1,475,500 Shares which constitutes approximately 6.15% of the total
number of Shares outstanding.
This consists of 100,000 Shares owned by Mr. Cooperman,
317,900 Shares owned by Capital LP; 21,300 Shares owned by
Institutional LP; 35,000 Shares owned by Investors LP; 354,800 Shares
owned by Overseas; 261,000 Shares owned by the Managed Accounts; 35,000
Shares owned by the Foundation; 220,000 Shares owned by W.R.C.
Associates, L.P.; and 130,000 Shares owned by Toby Cooperman.
Item 4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,049,000
(ii) Shared power to vote or to direct the vote:
426,000
(iii)Sole power to dispose or to direct the
disposition of:
1,049,000
(iv) Shared power to dispose or to direct the
disposition of:
426,000
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members
of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This item 9 is not applicable.
Item 10. Certification:
By signing below the undersigned certifies that, to the best
of his knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: January 28, 1999
LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P.,
and Omega Capital Investors, L.P.,
as general partner of W.R.C. Associates,
L.P., as Trustee of the Foundation, and
as President of Omega Advisors, Inc.
By /s/ ALAN M. STARK
Alan M. Stark
Attorney-in-Fact
Power of Attorney on file
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
