SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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):  September 26, 2002
                                                         ------------------


                             HARLEYSVILLE GROUP INC.
             -------------------------------------------------------
              (Exact name of registrant as specified in its charter)


     Delaware                      0-14697          51-0241172
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(State  or  other  jurisdiction    (Commission      (IRS  Employer
  of  incorporation)               File Number)     Identification  No.)


355  Maple  Avenue,  Harleysville,  Pennsylvania        19438
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   (Address  of  principal  executive  offices)       (Zip Code)


                                 (215) 256-5000
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               Registrant's telephone number, including area code


                                       N/A
     ----------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Item  5.     Other  Events
- ------       ------------

     On  September  25,  2002 at 8:00 PM, Walter R. Bateman, Chairman and CEO of
Harleysville  Group  Inc.,  presented  the  remarks  that follow to attendees of
Harleysville  Group's  Investors  and  Analysts  Forum.  The  Forum continues on
September  26, 2002 and will be Webcast in its entirety.  It can be found on the
"financial"  page  of  the  Company's  Web  site  www.harleysvillegroup.com.







WALTER  R.  BATEMAN
CHAIRMAN  &  CEO
HARLEYSVILLE  GROUP  INC.
2002  INVESTORS'  AND  ANALYSTS'  FORUM
SEPTEMBER  25,  2002

Good evening and welcome. We appreciate you investing your precious time with us
tonight  and tomorrow. We trust your investment return is attractive in the form
of  greater  insight  into  the Harleysville companies and our senior leadership
team.

Because  we'll  be  going  into great detail tomorrow, I won't turn this evening
into a tutorial about Harleysville. But because this is my only solo time on the
agenda,  I want to take a couple of minutes to offer my perspective on what is a
very  compelling  business  story.

Everyone  here  very likely knows our basics. On a consolidated basis, including
Harleysville  Mutual,  we're  a  $1.1  billion  regional  insurer  writing small
commercial  accounts  and personal lines in 32 eastern and Midwestern states. We
don't  compete  for  national  accounts;  that's  not  our  strategy.

We  don't  compete  for  special  risk  business  or  cash flow programs either.
Instead,  we  underwrite  the  "Main  Streets," industrial parks, and suburbs of
America,  and  we do it with underwriting discipline at that, with the right per
risk  price  adequacy.

If  you  had  to  describe  the  Harleysville  franchise  on  a cocktail napkin,
(Insurance  people  tend  to  see  cocktail  napkins  as a tool of the trade!) I
suppose  what  I  just  said  would  do.  But  our  story  goes  deeper than our
statistical  profile  or  our  position  in  the  market.

We  essentially operate under the radar screen of the "big guys." (You won't see
us  regularly featured on the front page of the Wall Street Journal--Fortunately
in  the  latest  context of front page articles.) Instead, we are known where it
counts:  in the markets we serve. Harleysville is one of America's best regional
insurance companies, and, for my money, we're in just about our best shape ever.

I'm  very  proud  of  this  company,  and  I  think  I  have many reasons to be.

Many  of  those  reasons  are seated with you tonight--our senior leaders. They,
individually  and  collectively, are responsible for moving Harleysville numbers
from where we were two years ago, to numbers that many companies in the property
and  casualty  industry  would  be  proud  to  post.

You'll learn more about how they did it tomorrow, but tonight I simply wanted to
acknowledge  that  fact.

Last  month,  Lee  Patkus  was  elected president and chief operating officer of
Harleysville  Group  Lee,  if  you  would  stand  please

All  of  the key members of our senior team here tonight are very capable people
and  you'll  witness  that  first  hand  for  yourself  tomorrow.

Tomorrow  you'll  also  be  taking an in-depth look at our core small commercial
strategy  and the results we've produced. And, as you hear our story, you'll see
another  reason  I'm  proud  of  Harleysville  and  that  is,  we keep our word.

Those  of  you who were with us two years ago at our last Investors and Analysts
Forum  remember  that  we  made  promises  of  corrective  action  and  future
performance.

Example:  We  said we would pursue a triangular discipline of reunderwriting our
risk  portfolio,  repricing it, and accompany those actions with the tough-nosed
management  of  our  distribution  outlets,  and  we  have

- -     Please  note  that  we've  reunderwritten  and  repriced  our  entire risk
portfolio--both  commercial  lines  and  personal lines--and even though we were
well  ahead of the market with our corrective actions, our timing was absolutely
perfect  and  our  judgment  was  right-on  because  our  pricing stuck. You may
remember  that  we had a slogan that time--"Mission Possible"--and that phase is
now  "mission  accomplished."
- -     Our  triangle  points  now  read underwriting, not re-underwriting  it now
reads  pricing, not re-pricing  and that discipline continues day in and day out
to  keep  every one of our folks focused on the right issues. (The main thing is
to  keep  the  main  thing  the  main  thing-and  that's  our  main  thing.)
- -     Two  years  ago,  we said we'd reduce our expense ratio, and we have--with
organizational  simplifications,  staff  reductions,  the  application  of  best
practices  and adherence to industry benchmarks, with new productivity programs,
and  plain  old  grind-it-out  expense  management.
- -     Since  we  last convened, we've refreshed and revitalized the Harleysville
brand  with  our  new  logo  and  new  positioning  statement:  "Good  people to
know"--which was done to singularize the projection and impact of our brand, our
value  proposition,  our A.M. Best "A" rating, and importantly our balance sheet
strength  (to  the  markets  we  serve  in  32  states.)
- -     Since 1999, we've made the Harleysville franchise a lot more valuable and,
importantly,  a lot harder for agents to get. A Harleysville Insurance plaque on
an  agent's  wall  is  now  more  representative  of a valid franchise agreement
between  the  "franchisor"  underwriter  (Harleysville)  and  the  franchisee
(independent  agent).  That relationship now is based on longer-term commitments
and  a value proposition that is highly rewarding to those agents who manage and
exploit  their  Harleysville  franchise  the  way  we  want  it  done!
- -     The  last  time  we  met,  we said we were going to launch a refined small
commercial  strategy,  and  we  have--very  successfully.  And  that  success is
building, our vision for the future is being realized, day after day, in all our
profit  centers--and  I'm  naturally  pleased with that. Tomorrow you'll see the
actions  we're  taking  to  undergird  that  success.
- -     Two  years  ago  we  said we'd lower our combined ratio, and we have--with
hands-on  underwriting  management.  In  1999  we  were  running a 107.8 overall
combined  ratio.  In  2000, it was 106.1. In 2001 we ended the year with a 104.2
and  our  combined  ratio  for  commercial lines hit 100 even. For the first six
months  of  this year, HGI is running below 100 in commercial lines, and we have
an  overall  year-to-date  combined  ratio  of  101.9.

Having  said  all  of the above, we know we still have issues to resolve. In the
property/casualty  world,  it's never going to be a perfect world; we still must
deal  with  negative  as  well  as  positive  external  factors.

For instance, we continue the upstream swim against medical inflation in workers
compensation  and  the consumeristic and protectionist regulatory environment in
private  passenger  auto. I'd be hard pressed to name a company underwriting our
type  of  portfolio  that isn't in that same boat, and tomorrow Doug Gaudet will
take  you  through  the corrective underwriting actions we've engaged to improve
profitability  and minimize our exposure in those lines, along with the splendid
successes  we've  had  in  commercial  lines  overall.

On  the  financial  reporting  front,  in this world of ethically challenged and
failing  businesses,  I'm  proud  to  say  that  our balance sheet is strong and
"clearly"  presented.  And  tomorrow  you'll  get to go one-on-one with our CFO,
Bruce  Magee,  in  a  balance  sheet  discussion.  As you will see reinforced in
Bruce's remarks, we truly covet our reputation for financial integrity and don't
intend  to  spoil  it.

Also  (on  the  financial front), I'm pleased to tell you that our cash flow has
turned  strongly  positive  for the first quarter and for the first half of this
year, and now stands at $46 million. Operating earnings for six months are at 89
cents  a  share,  up  16%.

Finally,  HGI's  balance  sheet is only modestly leveraged and, as Mark Cummins,
our  CIO,  will  outline  for you tomorrow, the credit quality of our investment
portfolio  is  "pristine."

We're  also outperforming the industry in terms of ROE. That's certainly nothing
new--we've  done  that  for  15  of  the  16  years we've been a public company.

Having  said  that,  our  ROE  performance currently resides below our long-term
target  level--despite  our  excellent operating results. The reason's no secret
because  like  many  other  insurers,  we've had to take investment write downs,
especially in our equities portfolio, and they've negatively impacted net income
and  return  on  equity.

I'm  not  making  excuses though, and improving ROE performance is at the top of
our  list  of  objectives.  But in addition to ROE, we have other important core
corporate  objectives,  five  more  in  fact:

- -      growing our commercial book of business, especially in preferred customer
       groups
- -      advancing  our  personal  lines  strategy
- -      strengthening  customer  retention
- -      continuing  to  strengthen  the  quality  and  skills  of  our  workforce
- -      and  improving  our  expense  ratio.

All  of  those  objectives  are  very  important,  but  none  trumps the primary
objective:  producing  superior  earnings  growth and a return on equity for our
shareholders.

We  intend  to do that even when external conditions are difficult. In fact, one
reason  we  are  confident  Harleysville  can  produce  results  superior to the
industry  is  that  we  are  not  captive  to  marketplace  conditions.

It's  quite  difficult  for  the  big  national  underwriters  to  consistently
outperform  the market because many of them reflect the overall market--and some
are  the  market.  I'm  not suggesting it can't be done, and we can all think of
large  insurance  competitors  that  have  outstanding  track  records  of
profitability.

Even  so,  being  nimble  enough  and  selective  enough  to  work  around  many
marketplace  problems  gives  us  an  advantage  that  shows  in  our  earnings.

We  are,  at  heart,  a  local  company operating under the radar screens of the
nationals,  with a great deal of hands-on control of our underwriting activities
and  high-touch service for agents and policyholders. I assert to you that we're
a  destroyer, not an aircraft carrier. Our organization's goal is to be quick to
the  helm  and  responsive  to  a  sea  change.  The extreme mass of the biggest
national  underwriters  means they simply can't turn the ship as fast as we can.

Just  the  other day I saw that Conning has released a new property and casualty
industry  study,  "Small Insurers --Thriving in the Land of Giants" (I love that
title.)

It  points out that factors like consolidation in the financial services sector,
globalization, and technology demands were expected to overwhelm small insurance
companies.  The  large  insurers,  it says, appeared poised to use their massive
capital  resources  and  powerful economies of scale to extend their marketplace
domination.

That  didn't  happen. The co-author of the study stated that "small insurers are
not only surviving but many seem to be thriving " In other words, small insurers
grew  faster  than  large  insurers and achieved better underwriting results, at
least  through  the  study  period  from  1996  through  2000.

Conning went on to say that "small insurers remain a nebulous, little understood
and  frequently  ignored  force  in  the P&C marketplace." (Translate: operating
under  the  radar  screen.)

The  study  defined small insurers as having annual written premium of less than
$1 billion. That definition automatically put us in the "large insurer" category
along  with some other very fine regional competitors, like Erie and Cincinnati.
But it also put us in the pond with the real giants ACE, AIG, Allianz, Allstate,
Zurich  American  and  so  on.

From  my  point  of view, we belong neither to the small company category nor to
the  very  large.  Let's call ours the Goldilocks size category-not too big, not
too  small,  but  just  the  right  size  to enjoy the advantages of each group.

I  find one quote from the study to be particularly apt. It says: "These results
appear  to  indicate  that  the  benefit  of  market  focus  can  overcome scale
advantages   Market  focus  can overcome scale advantages." As you listen to our
leaders  tomorrow,  you'll  hear  that  this  sounds  just  like  Harleysville's
strategy.

Well,  you  don't  have  to  buy the study to learn the answer as to why smaller
companies  -  or  mid-size  companies  like  Harleysville  -  can yield superior
performance,  you  can  just  ask  us  We'll  be happy to tell you what gives us
certain  advantages  over  any  competitor  of  any  size.

There  are  six  items  on  my  list

The  first  is  a  clear  strategic  focus  on  a  definitive  segment  of  the
    -----
market-in  our  case,  small  commercial  customers.

The  reason  small  commercial  accounts are so important to Harleysville is not
only  the  intrinsic  profitability  of  that  market-although we certainly like
that-but  also  because  of  that  market's  fit  with  our capabilities and our
marketing  reach.

It's a market we know well, it's a market our agents can access easily, and it's
a  market  where  we  can  create  added  value  for  the  customer.

Number  two:  the  Harleysville  franchise.  We  have  extremely  good
- ----------
relationships  with  extremely  good  agencies. They want our franchise, we want
their  best  customers,  and  we  both  get  what we want because our individual
interests  are  closely  aligned and we have the right rewards in place to under
gird  our  value  proposition.

Number  three:  our  localness.  You  can't  make  money  underwriting  by
- ------------
remote control. You must have feet on the street where your customers and agents
are.  And  we  do.  It's  one of Harleysville's important and sustainable market
differentiators. Tomorrow you'll meet Tom Clark, the RVP of our $120 million New
Jersey  profit  center  (consistently one of our most profitable), who will tell
you  how  local  execution  yields  the  growth  and  profit  results  we  want.

Number  four:  Our  underwriting  culture.  We  are  underwriters  and  we
- -----------
believe  we  should be able to make money from the business of underwriting. And
we  are making an underwriting profit in commercial lines. We believe we will do
the  same  in  personal  lines  in  due  course.

We apply the triangle discipline every day in every way. We select and price our
business  with  a  disciplined  approach. We set our reserves with a disciplined
approach.  We  reinsure  with  a  disciplined  approach. That discipline doesn't
remove  risk  from  the process, but it does build margins and it does lead to a
more  predictable,  less  volatile  range  of  outcomes.

Reason  five:  Information  technology.  We've  made  a  significant  strategic
- ------------
investment  in IT to increase our service quality and productivity, particularly
in  support of small commercial business. That investment has been large, but so
has  our  progress. Wayne Ratz, our chief information officer, will speak to you
tomorrow  about  the  IT  revolution  at  Harleysville.

Reason  six  is  our  service,  particularly  our  claims  service  (which  is
- ------------
why  the average person buys insurance). Our claim checks aren't any bigger than
those  of  other  companies, but our customers love our claim service because it
works  so quickly and so well and that we actually treat them like human beings.

Bob  Lockwood,  head  of  our  claims operations will tell you why we have other
insurance companies coming in to look at how our claim centers work-and why they
work  so  well.

Those  six  factors make Harleysville different from our competitors and give us
an  edge  in  the  marketplace  even  against  the  largest  companies, in fact,
especially  against  the  largest  companies.

Of  course,  we  have  advantages  over  many  other  regionals,  too.

First  of  all,  we're larger and better capitalized than companies at the small
end of the regional spectrum We are "A" rated by A.M. Best  We have an excellent
surplus  position  We  utilize reinsurance for God's intended purposes, that is,
for  truly  catastrophic  situations,  therefore we're not reinsurance dependent
And  we  have  enough scale to make sizeable investments in process improvements
like  information  technology.

Because  we  manage  with  discipline,  we  also  have  the  capacity  to  grow.

In  short,  Harleysville's  size confers a set of advantages over competitors at
both  ends  of  the  spectrum.

As I said earlier, we're in the Goldilocks category, not too big, not too small,
but  well  capitalized and just the right size for profit, growth and durability
while  still  being  nimble enough to steer around the hidden shoals the largest
companies  may  find  difficult  to  avoid.

Harleysville  is on a roll. We're not perfect. Our earnings performance is still
below  target. But I think our operating results point the way to the future and
they  have  been gratifying. Equally important, the improvements we've made over
the  past  two  years  are  not  once and done events, we've built them into the
structure  and  culture  of  the  company.

The  success  you  see  is  deep  down.

When  you  see  our  operating numbers, you see the result of discipline applied
over  years,  and  when  you examine our balance sheet, you can believe what you
see.  It's  not some Enron souffle  cooked up to look good, but ready to
collapse at the  first  sneeze. Our numbers have integrity, they are the real
thing. You get what you see and they're good all the way through because that's
the culture of  Harleysville.  And  that's  our  opinion on the way to build
things to last!

Thank  you.





                                   SIGNATURES

     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  hereunto  duly  authorized.


                                   HARLEYSVILLE  GROUP  INC.
                                   Registrant





September  26,  2002              /s/  Mark  R.  Cummins
                                   ------------------------
                                   Mark  R.  Cummins
                                   Executive  Vice  President,
                                   Chief  Investment  Officer  &
                                   Treasurer