UNITED STATES
                       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): January 10, 2005
                                                         -----------------


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


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


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


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


                                 Not Applicable
     ----------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13



ITEM  1.01.  ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

      On January 10, 2005, the Harleysville Group, Inc. (the "Company") entered
into  a  Change  In Control Agreement with Akhil Tripathi, Senior Vice President
and  Chief  Information  Officer of the Company. The terms of such agreement are
those  described  in  Item  1.01  of the Company's Report on Form 8-K originally
filed  with  the  Securities  and  Exchange  Commission  on  January  6,  2005.

ITEM  9.01.  FINANCIAL  STATEMENTS  AND  EXHIBITS

(C)  EXHIBITS

     10.1  Form of Change In Control Agreement (incorporated herein by reference
to Exhibit 10.1 to the Company's Report on Form 8-K filed on January 6, 2005).

                                   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




January 14, 2005                          /s/Robert A. Kauffman
                                          ----------------------------
                                           Robert A. Kauffman
                                           Senior Vice President, Secretary
                                           & General Counsel





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

Exhibit  No.             Description

10.1                    Form  of  Change  In  Control  Agreement  (incorporated
                        herein  by  reference  to  Exhibit 10.1 to the Company's
                        Report  on  Form  8-K  filed January 6, 2005) (furnished
                        pursuant  to  Item  1.01  hereof).