UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           SCHEDULE 13G

            Under the Securities Exchange Act of 1934

                        (Amendment No. 2)*


                                ARGONAUT GROUP, INC.
                     (Name of Issuer)

                 Common Stock, $.10 par value
                (Title of Class of Securities)

                           040157109
                          (CUSIP Number)


                         November 30, 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 amendment
 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).
 

 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
                   396,300  (as of 12/31/99)
 Number of
                Shares Bene-   6.  Shared Voting Power
 ficially by        71,900 (as of 12/31/99)
 Owned by       7.  Sole Dispositive Power
 Each Report-       396,300 (as of 12/31/99)
 ing Person     8.  Shared Dispositive Power
 With:              71,900 (as of 12/31/99)

 9.  Aggregate Amount Beneficially Owned by Each Reporting
 Person:   468,200 (as of 12/31/99)


 10.  Check if the Aggregate Amount in Row (11) Excludes
      Certain Shares *


 11.  Percent of Class Represented by Amount in Row (11):
                     2.1%

 12.  Type of Reporting Person*

           IN

      *See Instructions Before Filling Out.

 

 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 Watchung Road 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 Watchung Road 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
 468,200 Shares which constitutes approximately 2.1% of the total number
 of Shares outstanding.

           This consists of 71,900 Shares owned by the Managed
 Accounts; and 396,300 Shares owned by the Foundation, Watchung Road
 Associates, L.P., and Toby Cooperman.

 Item 4(c) Number of Shares as to which such person has:

      (i)  Sole power to vote or to direct the vote:

              396,300

      (ii) Shared power to vote or to direct the vote:

               71,900

 (iii)Sole power to dispose or to direct the
      disposition of:

              396,300

 (iv) Shared power to dispose or to direct the
      disposition of:

               71,900


 Item 5.   Ownership of Five Percent or Less of a Class:

           If this statement is being filed to report the fact that as
 of the date hereof the reporting person has ceased to be the beneficial
 owner of more than five percent of the class of securities, check the
 following [x].

 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: February 8, 2000

 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 Watchung Road
 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).