As filed with the Securities and
Exchange Commission on December 18, 1998     Registration No. 333-_____
______________________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                      ______________________

                             FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                      _______________________

                  MERIDIAN INSURANCE GROUP, INC.
      (Exact name of registrant as specified in its charter)

                 INDIANA                           35-1689161
      (State or other jurisdiction
(I.R.S. Employer
               of incorporation or organization)
Identification No.)

       2955 NORTH MERIDIAN STREET
                P.O. BOX 1980
           INDIANAPOLIS, INDIANA                   46206-1980
(Address of Principal Executive Offices)
(Zip Code)

            MERIDIAN INSURANCE GROUP, INC. 401(K) PLAN
                                     (Full title of the plan)

                         J. MARK MCKINZIE
                      2955 NORTH MERIDIAN STREET
                             P.O. BOX 1980
                   INDIANAPOLIS, INDIANA  46206-1980
                              (Name and address of agent for service)

                          (317) 931-7000
                   (Telephone   number,  including  area  code,  of  agent  for
service)

                             Copy to:
                         TIBOR D. KLOPFER
                            BAKER & DANIELS
                 300 NORTH MERIDIAN STREET, SUITE 2700
                      INDIANAPOLIS, INDIANA 46204
                            (317) 237-0300

                    CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 TITLE OF SECURITIES    AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM         AMOUNT OF
  TO BE REGISTERED     REGISTERED (1)    OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION FEE
                                              SHARE (2)             PRICE (2)
<S>                   <C>               <C>                   <C>                   <C>
Common Shares,          25,000 shares         $17.6250             $440,625.00            $122.49
without par value
</TABLE>


(1)     In addition, pursuant to  Rule  416(c) under the Securities Act of 1933
        (the  "Securities Act"), this Registration  Statement  also  covers  an
        indeterminate amount of interests to be offered or sold pursuant to the
        employee  benefit  plan  described  herein.  Pursuant to Rule 457(h)(2)
        under the Securities Act, no separate  fee is required to register such
        interests.

(2)     Estimated solely for purposes of calculating  the  registration fee and
        computed  in accordance with Rule 457(c) and (h) under  the  Securities
        Act using the  average  of  the  high and low sale prices of the Common
        Shares as reported by the Nasdaq National  Market on December 14, 1998,
        which was $17.6250 per share.
<PAGE>
                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.   PLAN INFORMATION*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

     *Information required by Part I of Form S-8 to  be  contained  in  the
Section  10(a)  Prospectus  is  omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.


                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The  Registrant's Annual Report  on  Form  10-K  for  the  year  ended
December 31,  1997  (File No. 0-11413), and the information set forth under
the caption "Description  of  Registrant's  Securities to be Registered" in
the  Registrant's  Registration Statement on Form  8-A  filed  pursuant  to
Section 12(g) of the  Securities  Exchange Act of 1934 (the "Exchange Act")
(File  No. 0-11413), including any amendments  or  reports  filed  for  the
purpose of updating such description, are incorporated herein by reference.
All other  reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year for which audited financial statements
are contained  in the annual report described above are incorporated herein
by reference.  All  documents  filed  by  the  Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after  the  date  hereof and
prior  to the termination of the offering of the securities offered  hereby
shall be  deemed  to  be  incorporated by reference herein and to be a part
hereof from the date of filing of such documents with the Commission.

     The Registrant will promptly  provide without charge to each person to
whom a prospectus is delivered a copy  of  any  or all information that has
been  incorporated  herein  by  reference (not including  exhibits  to  the
information that is incorporated  by  reference  unless  such  exhibits are
specifically  incorporated  by  reference into such information), upon  the
written or oral request of such person  directed  to  the  Secretary of the
Registrant at its principal offices, 2955 North Meridian Street,  P.O.  Box
1980, Indianapolis, Indiana 46206-1980, telephone (317) 931-7000.

ITEM 4.   DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Chapter  37  of  the  Indiana  Business  Corporation  Law  empowers  a
corporation  to  indemnify  any  individual  who  was  or  is a party or is
threatened  to  be  made  a  party to any threatened, pending or  completed
action,  suit or proceeding, whether  civil,  criminal,  administrative  or
investigative and whether formal or informal, by reason of the fact that he
is or was  a  director,  officer,  employee or agent of the corporation or,
while a director of a corporation, is  or was serving at the request of the
corporation  as  a director, officer, partner,  member,  manager,  trustee,
employee or agent  of another foreign or domestic corporation, partnership,
limited liability company,  joint  venture, trust, employee benefit plan or
other enterprise, whether for profit  or  not,  against reasonable expenses
(including  counsel  fees),  judgments,  fines (including  any  excise  tax
assessed with respect to an employee benefit  plan),  penalties and amounts
paid in settlement incurred by him in connection with such  action, suit or
proceeding (i) if he acted in good faith and (ii) in the case of conduct in
his official capacity with the corporation, if he reasonably  believed  his
conduct  was  in  the  best  interests  of the corporation or, in all other
cases, if he reasonably believed his conduct  was  at  least not opposed to
the  best  interests  of  the corporation (or with respect to  an  employee
benefit plan, if he reasonably believed his conduct was in the interests of
the participants in and beneficiaries  of the plan), and (iii) with respect
to any criminal action or proceeding, if he had reasonable cause to believe
his conduct was lawful or no reasonable  cause  to  believe his conduct was
unlawful.

     Chapter 37 further provides that a corporation shall,  unless  limited
by  its articles of incorporation, indemnify a director or officer who  was
wholly  successful,  on  the  merits  or  otherwise,  in the defense of any
action, suit or proceeding to which he was a party because  he  is or was a
director or officer of the corporation against reasonable expenses incurred
by  him  in  connection  therewith.   Chapter 37 expressly states that  the
indemnification  thereby provided does not  exclude  any  other  rights  to
indemnification to  which  a person may be entitled.  Chapter 37 empowers a
corporation to purchase and  maintain  insurance on behalf of an individual
who is or was a director, officer, employee or agent of the corporation, or
who, while a director, officer, employee or agent of the corporation, is or
was  serving  at the request of the corporation  as  a  director,  officer,
partner, member,  manager, trustee, employee or agent of another foreign or
domestic  corporation,   partnership,   limited  liability  company,  joint
venture,  trust,  employee  benefit  plan  or   other  enterprise,  against
liability asserted against or incurred by the individual  in  that capacity
or arising from the individual's status as a director, officer, employee or
agent,  whether  or  not the corporation would have power to indemnify  the
individual against the  same  liability under Chapter 37.  Finally, Chapter
37 empowers a corporation, under  certain  circumstances,  to advance to an
individual  expenses  incurred  in  connection  with  an  action,  suit  or
proceeding prior to the final disposition thereof; and empowers a court  of
competent  jurisdiction,  in  certain  cases, to order indemnification of a
director or officer irrespective of whether the director or officer met the
standards of conduct set forth above.

     Reference  is made to Section 7.01 of  Article  VII  of  the  Restated
Articles of Incorporation  of  the registrant concerning indemnification of
directors and officers.

     The  registrant  has  obtained   directors'  and  officers'  liability
insurance, the effect of which is to indemnify  the  directors and officers
of the registrant against certain losses caused by an  error,  misstatement
or misleading statement, wrongful act, omission, neglect or breach  of duty
by them or any matter claimed against them in their capacities as directors
and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.   EXHIBITS

     The list of Exhibits is incorporated herein by reference to the  Index
to Exhibits at page 8.

     The  Registrant hereby undertakes that it will submit or has submitted
the Plan and  any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner  and  has  made or will make all changes required by the
IRS in order to qualify the Plan  under Section 401 of the Internal Revenue
Code.

ITEM 9.   UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period  in  which  offers  or  sales are
          being  made, a post-effective amendment to this Registration
          Statement:

          (i)  To  include  any  prospectus  required  by Section
               10(a)(3) of the Securities Act of 1933;

          (ii) To  reflect in the prospectus any facts or  events
               arising   after   the   effective   date   of  the
               Registration  Statement  (or the most recent post-
               effective amendment thereof)  which,  individually
               or  in  the  aggregate,  represent  a  fundamental
               change   in  the  information  set  forth  in  the
               Registration Statement;

          (iii)To include  any  material information with respect
               to  the  plan  of  distribution   not   previously
               disclosed  in  the  Registration Statement or  any
               material  change  to  such   information   in  the
               Registration Statement;

          provided,  however,  that  paragraphs (1)(i) and (1)(ii)  of
          this section do not apply if  the information required to be
          included in a post-effective amendment  by  those paragraphs
          is contained in periodic reports filed with or  furnished to
          the Commission by the Registrant pursuant to Section  13  or
          Section  15(d)  of  the Securities Exchange Act of 1934 that
          are incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933,  each  such post-effective amendment
          shall be deemed to be a new registration  statement relating
          to the securities offered therein, and the  offering of such
          securities  at that time shall be deemed to be  the  initial
          bona fide offering thereof.

     (3)  To remove from  registration  by  means  of a post-effective
          amendment  any  of  the  securities  being registered  which
          remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes  that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each filing of
the Registrant's  annual  report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange  Act of 1934 (and, where applicable, each filing
of an employee benefit plan's  annual  report  pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated  by  reference in
the  Registration  Statement  shall  be  deemed  to  be  a new registration
statement relating to the securities offered therein, and  the  offering of
such  securities  at that time shall be deemed to be the initial bona  fide
offering thereof.

     Insofar  as  indemnification   for   liabilities   arising  under  the
Securities  Act  of  1933  may  be  permitted  to  directors, officers  and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in  the  opinion  of the
Securities  and  Exchange Commission such indemnification is against public
policy as expressed  in  the  Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of  expenses  incurred or paid by a director,
officer or controlling person of the Registrant  in  the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being  registered, the
Registrant will, unless in the opinion of its counsel the matter  has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the  question  whether  such indemnification by it is against
public policy as expressed in the Act and  will  be  governed  by the final
adjudication of such issue.

<PAGE>
                            SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933,  the  registrant certifies that it has reasonable grounds to  believe
that it meets  all  of the requirements for filing on Form S-8 and has duly
caused this Registration  Statement  to  be  signed  on  its  behalf by the
undersigned, thereunto duly authorized, in the City of Indianapolis,  State
of Indiana, on December 17, 1998.

                              MERIDIAN INSURANCE GROUP, INC.


                              By:         /S/ NORMA J. OMAN
                                   Norma J. Oman, President and
                                   Chief Executive Officer


                         POWER OF ATTORNEY

     Pursuant  to  the  requirements  of  the  Securities Act of 1933, this
Registration Statement has been signed by the following  persons  in  their
respective  capacities and on the respective dates indicated opposite their
names.  Each person whose signature appears below hereby authorizes each of
Norma  J.  Oman   and  Steven  R.  Hazelbaker,  each  with  full  power  of
substitution, to execute in the name and on behalf of such person any post-
effective amendment  to  this  Registration Statement and to file the same,
with exhibits thereto, and other  documents in connection therewith, making
such  changes  in  this  Registration Statement  as  the  registrant  deems
appropriate, and appoints  each  of Norma J. Oman and Steven R. Hazelbaker,
each  with  full  power  of  substitution,  attorney-in-fact  to  sign  any
amendment and any post-effective  amendment  to this Registration Statement
and  to  file  the  same,  with exhibits thereto, and  other  documents  in
connection therewith.
<TABLE>
<CAPTION>
            SIGNATURE                           TITLE                           DATE
<S>                              <C>                                <C>
/S/ NORMA J. OMAN                President, Chief Executive Officer December 17, 1998
Norma J. Oman                    and Director (Principal Executive
                                 Officer)
/S/ STEVEN R. HAZELBAKER         Vice President, Chief Financial    December 17, 1998
Steven R. Hazelbaker             Officer and Treasurer (Principal
                                 Financial and Accounting Officer)
/S/ JOSEPH D. BARNETTE, JR.      Director                           December 17, 1998
Joseph D. Barnette, Jr.
                                 Director
John T. Hackett
/S/ RAMON L. HUMKE               Director                           December 17, 1998
Ramon L. Humke
/S/ SARAH W. ROWLAND             Director                           December 17, 1998
Sarah W. Rowland
/S/ HAROLD C. MCCARTHY           Director                           December 17, 1998
Harold C. McCarthy
/S/ THOMAS H. SAMS               Director                           December 17, 1998
Thomas H. Sams
/S/ DAVID M. KIRR                   Director                        December 17, 1998
David M. Kirr
/S/ JAMES D. PRICE                  Director                        December 17, 1998
James D. Price
</TABLE>
<PAGE>
     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons  who  administer  the employee benefit plan)
have duly caused this Registration Statement to be  signed on its behalf by
the  undersigned, thereunto duly authorized, in the City  of  Indianapolis,
State of Indiana on December 17, 1998.

                         MERIDIAN INSURANCE GROUP, INC. 401(K) PLAN


                         By:  Meridian   Insurance   Group,   Inc.  Pension
Committee

                                       /S/ NORMA J. OMAN
                              Norma J. Oman, Member

                                   /S/ STEVEN R. HAZELBAKER
                              Steven R. Hazelbaker, Member

                               /S/ MARGO TOWNSEND
                              Margo Townsend, Member

                                        /S/ LEON NEDDO
                              Leon Neddo, Member

<PAGE>
                         INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT NO.                                     DESCRIPTION OF EXHIBIT
<S>                  <C>          <C>
        4(c)                      Meridian Insurance Group, Inc. 401(k) Plan.  (Incorporated by
                                  reference to Exhibit 4(c) to the Registrant's Registration
                                  Statement on Form S-8 (Registration No. 333-42771.)
23                                Consent of PricewaterhouseCoopers LLP.
24                                Powers of Attorney (included on the Signature Page of the
                                  Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19203}]
{"company-data": {"conformed-name": "MERIDIAN INSURANCE GROUP INC", "cik": "0000809801", "assigned-sic": "6331", "irs-number": "351689161", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69313", "film-number": "98772578"}, "business-address": {"street1": "2955 N MERIDIAN ST", "street2": "PO BOX 1980", "city": "INDIANAPOLIS", "state": "IN", "zip": "46206-1980", "phone": "3179278100"}, "mail-address": {"street1": "P.O. BOX 1980", "city": "INDIANAPOLIS", "state": "IN", "zip": "46206-1980"}}
As filed with the Securities and
Exchange Commission on December 18, 1998     Registration No. 333-_____
______________________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                      ______________________

                             FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                      _______________________

                  MERIDIAN INSURANCE GROUP, INC.
      (Exact name of registrant as specified in its charter)

                 INDIANA                           35-1689161
      (State or other jurisdiction
(I.R.S. Employer
               of incorporation or organization)
Identification No.)

       2955 NORTH MERIDIAN STREET
                P.O. BOX 1980
           INDIANAPOLIS, INDIANA                   46206-1980
(Address of Principal Executive Offices)
(Zip Code)

            MERIDIAN INSURANCE GROUP, INC. 401(K) PLAN
                                     (Full title of the plan)

                         J. MARK MCKINZIE
                      2955 NORTH MERIDIAN STREET
                             P.O. BOX 1980
                   INDIANAPOLIS, INDIANA  46206-1980
                              (Name and address of agent for service)

                          (317) 931-7000
                   (Telephone   number,  including  area  code,  of  agent  for
service)

                             Copy to:
                         TIBOR D. KLOPFER
                            BAKER & DANIELS
                 300 NORTH MERIDIAN STREET, SUITE 2700
                      INDIANAPOLIS, INDIANA 46204
                            (317) 237-0300

                    CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES    AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM         AMOUNT OF
  TO BE REGISTERED     REGISTERED (1)    OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION FEE
                                              SHARE (2)             PRICE (2)
Common Shares,          25,000 shares         $17.6250             $440,625.00            $122.49
without par value
(1)     In addition, pursuant to  Rule  416(c) under the Securities Act of 1933
        (the  "Securities Act"), this Registration  Statement  also  covers  an
        indeterminate amount of interests to be offered or sold pursuant to the
        employee  benefit  plan  described  herein.  Pursuant to Rule 457(h)(2)
        under the Securities Act, no separate  fee is required to register such
        interests.

(2)     Estimated solely for purposes of calculating  the  registration fee and
        computed  in accordance with Rule 457(c) and (h) under  the  Securities
        Act using the  average  of  the  high and low sale prices of the Common
        Shares as reported by the Nasdaq National  Market on December 14, 1998,
        which was $17.6250 per share.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

     *Information required by Part I of Form S-8 to  be  contained  in  the
Section  10(a)  Prospectus  is  omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The  Registrant's Annual Report  on  Form  10-K  for  the  year  ended
December 31,  1997  (File No. 0-11413), and the information set forth under
the caption "Description  of  Registrant's  Securities to be Registered" in
the  Registrant's  Registration Statement on Form  8-A  filed  pursuant  to
Section 12(g) of the  Securities  Exchange Act of 1934 (the "Exchange Act")
(File  No. 0-11413), including any amendments  or  reports  filed  for  the
purpose of updating such description, are incorporated herein by reference.
All other  reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year for which audited financial statements
are contained  in the annual report described above are incorporated herein
by reference.  All  documents  filed  by  the  Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after  the  date  hereof and
prior  to the termination of the offering of the securities offered  hereby
shall be  deemed  to  be  incorporated by reference herein and to be a part
hereof from the date of filing of such documents with the Commission.

     The Registrant will promptly  provide without charge to each person to
whom a prospectus is delivered a copy  of  any  or all information that has
been  incorporated  herein  by  reference (not including  exhibits  to  the
information that is incorporated  by  reference  unless  such  exhibits are
specifically  incorporated  by  reference into such information), upon  the
written or oral request of such person  directed  to  the  Secretary of the
Registrant at its principal offices, 2955 North Meridian Street,  P.O.  Box
1980, Indianapolis, Indiana 46206-1980, telephone (317) 931-7000.

ITEM 4.   DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Chapter  37  of  the  Indiana  Business  Corporation  Law  empowers  a
corporation  to  indemnify  any  individual  who  was  or  is a party or is
threatened  to  be  made  a  party to any threatened, pending or  completed
action,  suit or proceeding, whether  civil,  criminal,  administrative  or
investigative and whether formal or informal, by reason of the fact that he
is or was  a  director,  officer,  employee or agent of the corporation or,
while a director of a corporation, is  or was serving at the request of the
corporation  as  a director, officer, partner,  member,  manager,  trustee,
employee or agent  of another foreign or domestic corporation, partnership,
limited liability company,  joint  venture, trust, employee benefit plan or
other enterprise, whether for profit  or  not,  against reasonable expenses
(including  counsel  fees),  judgments,  fines (including  any  excise  tax
assessed with respect to an employee benefit  plan),  penalties and amounts
paid in settlement incurred by him in connection with such  action, suit or
proceeding (i) if he acted in good faith and (ii) in the case of conduct in
his official capacity with the corporation, if he reasonably  believed  his
conduct  was  in  the  best  interests  of the corporation or, in all other
cases, if he reasonably believed his conduct  was  at  least not opposed to
the  best  interests  of  the corporation (or with respect to  an  employee
benefit plan, if he reasonably believed his conduct was in the interests of
the participants in and beneficiaries  of the plan), and (iii) with respect
to any criminal action or proceeding, if he had reasonable cause to believe
his conduct was lawful or no reasonable  cause  to  believe his conduct was
unlawful.

     Chapter 37 further provides that a corporation shall,  unless  limited
by  its articles of incorporation, indemnify a director or officer who  was
wholly  successful,  on  the  merits  or  otherwise,  in the defense of any
action, suit or proceeding to which he was a party because  he  is or was a
director or officer of the corporation against reasonable expenses incurred
by  him  in  connection  therewith.   Chapter 37 expressly states that  the
indemnification  thereby provided does not  exclude  any  other  rights  to
indemnification to  which  a person may be entitled.  Chapter 37 empowers a
corporation to purchase and  maintain  insurance on behalf of an individual
who is or was a director, officer, employee or agent of the corporation, or
who, while a director, officer, employee or agent of the corporation, is or
was  serving  at the request of the corporation  as  a  director,  officer,
partner, member,  manager, trustee, employee or agent of another foreign or
domestic  corporation,   partnership,   limited  liability  company,  joint
venture,  trust,  employee  benefit  plan  or   other  enterprise,  against
liability asserted against or incurred by the individual  in  that capacity
or arising from the individual's status as a director, officer, employee or
agent,  whether  or  not the corporation would have power to indemnify  the
individual against the  same  liability under Chapter 37.  Finally, Chapter
37 empowers a corporation, under  certain  circumstances,  to advance to an
individual  expenses  incurred  in  connection  with  an  action,  suit  or
proceeding prior to the final disposition thereof; and empowers a court  of
competent  jurisdiction,  in  certain  cases, to order indemnification of a
director or officer irrespective of whether the director or officer met the
standards of conduct set forth above.

     Reference  is made to Section 7.01 of  Article  VII  of  the  Restated
Articles of Incorporation  of  the registrant concerning indemnification of
directors and officers.

     The  registrant  has  obtained   directors'  and  officers'  liability
insurance, the effect of which is to indemnify  the  directors and officers
of the registrant against certain losses caused by an  error,  misstatement
or misleading statement, wrongful act, omission, neglect or breach  of duty
by them or any matter claimed against them in their capacities as directors
and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.   EXHIBITS

     The list of Exhibits is incorporated herein by reference to the  Index
to Exhibits at page 8.

     The  Registrant hereby undertakes that it will submit or has submitted
the Plan and  any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner  and  has  made or will make all changes required by the
IRS in order to qualify the Plan  under Section 401 of the Internal Revenue
Code.

ITEM 9.   UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period  in  which  offers  or  sales are
          being  made, a post-effective amendment to this Registration
          Statement:

          (i)  To  include  any  prospectus  required  by Section
               10(a)(3) of the Securities Act of 1933;

          (ii) To  reflect in the prospectus any facts or  events
               arising   after   the   effective   date   of  the
               Registration  Statement  (or the most recent post-
               effective amendment thereof)  which,  individually
               or  in  the  aggregate,  represent  a  fundamental
               change   in  the  information  set  forth  in  the
               Registration Statement;

          (iii)To include  any  material information with respect
               to  the  plan  of  distribution   not   previously
               disclosed  in  the  Registration Statement or  any
               material  change  to  such   information   in  the
               Registration Statement;

          provided,  however,  that  paragraphs (1)(i) and (1)(ii)  of
          this section do not apply if  the information required to be
          included in a post-effective amendment  by  those paragraphs
          is contained in periodic reports filed with or  furnished to
          the Commission by the Registrant pursuant to Section  13  or
          Section  15(d)  of  the Securities Exchange Act of 1934 that
          are incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933,  each  such post-effective amendment
          shall be deemed to be a new registration  statement relating
          to the securities offered therein, and the  offering of such
          securities  at that time shall be deemed to be  the  initial
          bona fide offering thereof.

     (3)  To remove from  registration  by  means  of a post-effective
          amendment  any  of  the  securities  being registered  which
          remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes  that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each filing of
the Registrant's  annual  report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange  Act of 1934 (and, where applicable, each filing
of an employee benefit plan's  annual  report  pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated  by  reference in
the  Registration  Statement  shall  be  deemed  to  be  a new registration
statement relating to the securities offered therein, and  the  offering of
such  securities  at that time shall be deemed to be the initial bona  fide
offering thereof.

     Insofar  as  indemnification   for   liabilities   arising  under  the
Securities  Act  of  1933  may  be  permitted  to  directors, officers  and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in  the  opinion  of the
Securities  and  Exchange Commission such indemnification is against public
policy as expressed  in  the  Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of  expenses  incurred or paid by a director,
officer or controlling person of the Registrant  in  the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being  registered, the
Registrant will, unless in the opinion of its counsel the matter  has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the  question  whether  such indemnification by it is against
public policy as expressed in the Act and  will  be  governed  by the final
adjudication of such issue.
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933,  the  registrant certifies that it has reasonable grounds to  believe
that it meets  all  of the requirements for filing on Form S-8 and has duly
caused this Registration  Statement  to  be  signed  on  its  behalf by the
undersigned, thereunto duly authorized, in the City of Indianapolis,  State
of Indiana, on December 17, 1998.

                              MERIDIAN INSURANCE GROUP, INC.

                              By:         /S/ NORMA J. OMAN
                                   Norma J. Oman, President and
                                   Chief Executive Officer

                         POWER OF ATTORNEY

     Pursuant  to  the  requirements  of  the  Securities Act of 1933, this
Registration Statement has been signed by the following  persons  in  their
respective  capacities and on the respective dates indicated opposite their
names.  Each person whose signature appears below hereby authorizes each of
Norma  J.  Oman   and  Steven  R.  Hazelbaker,  each  with  full  power  of
substitution, to execute in the name and on behalf of such person any post-
effective amendment  to  this  Registration Statement and to file the same,
with exhibits thereto, and other  documents in connection therewith, making
such  changes  in  this  Registration Statement  as  the  registrant  deems
appropriate, and appoints  each  of Norma J. Oman and Steven R. Hazelbaker,
each  with  full  power  of  substitution,  attorney-in-fact  to  sign  any
amendment and any post-effective  amendment  to this Registration Statement
and  to  file  the  same,  with exhibits thereto, and  other  documents  in
connection therewith.
SIGNATURE                           TITLE                           DATE
/S/ NORMA J. OMAN                President, Chief Executive Officer December 17, 1998
Norma J. Oman                    and Director (Principal Executive
                                 Officer)
/S/ STEVEN R. HAZELBAKER         Vice President, Chief Financial    December 17, 1998
Steven R. Hazelbaker             Officer and Treasurer (Principal
                                 Financial and Accounting Officer)
/S/ JOSEPH D. BARNETTE, JR.      Director                           December 17, 1998
Joseph D. Barnette, Jr.
                                 Director
John T. Hackett
/S/ RAMON L. HUMKE               Director                           December 17, 1998
Ramon L. Humke
/S/ SARAH W. ROWLAND             Director                           December 17, 1998
Sarah W. Rowland
/S/ HAROLD C. MCCARTHY           Director                           December 17, 1998
Harold C. McCarthy
/S/ THOMAS H. SAMS               Director                           December 17, 1998
Thomas H. Sams
/S/ DAVID M. KIRR                   Director                        December 17, 1998
David M. Kirr
/S/ JAMES D. PRICE                  Director                        December 17, 1998
James D. Price
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons  who  administer  the employee benefit plan)
have duly caused this Registration Statement to be  signed on its behalf by
the  undersigned, thereunto duly authorized, in the City  of  Indianapolis,
State of Indiana on December 17, 1998.

                         MERIDIAN INSURANCE GROUP, INC. 401(K) PLAN

                         By:  Meridian   Insurance   Group,   Inc.  Pension
Committee

                                       /S/ NORMA J. OMAN
                              Norma J. Oman, Member

                                   /S/ STEVEN R. HAZELBAKER
                              Steven R. Hazelbaker, Member

                               /S/ MARGO TOWNSEND
                              Margo Townsend, Member

                                        /S/ LEON NEDDO
                              Leon Neddo, Member
INDEX TO EXHIBITS
EXHIBIT NO.                                     DESCRIPTION OF EXHIBIT
4(c)                      Meridian Insurance Group, Inc. 401(k) Plan.  (Incorporated by
                                  reference to Exhibit 4(c) to the Registrant's Registration
                                  Statement on Form S-8 (Registration No. 333-42771.)
23                                Consent of PricewaterhouseCoopers LLP.
24                                Powers of Attorney (included on the Signature Page of the
                                  Registration Statement).