As  filed  with the Securities and Exchange Commission on August
26, 1999
                                      Registration No. 333-
===================================================================

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           --------

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

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

          Delaware                         51-0241172
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

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


                            --------

   HARLEYSVILLE GROUP INC. YEAR 2000 DIRECTORS' STOCK OPTION PROGRAM
                      (Full title of the plan)

                       Walter R. Bateman
        Chairman, President and Chief Executive Officer
                    Harleysville Group Inc.
                        355 Maple Avenue
                Harleysville, Pennsylvania 19438
            (Name and address of agent for service)

                         (215) 256-5000
 (Telephone number, including area code, of agent for service)

                            --------

                        With Copies to:

James W. Jennings, Esquire              Roger A. Brown, Esquire
Morgan, Lewis & Bockius LLP             Harleysville Group Inc.
1701 Market Street                      355 Maple Avenue
Philadelphia, PA 19103-2921             Harleysville,  PA  19438-2297
(215) 963-5276                          (215) 256-5173


                CALCULATION OF REGISTRATION FEE
==============================================================================
                                    Proposed      Proposed
                                    maximum       maximum
                       Amount       offering      aggregate    Amount of
Title of Securities    to be        price per     offering    registration
 to be registered    registered       unit        price <F1>     fee <F1>
------------------   ----------     --------      ----------  ------------
Common Stock
 $1.00 par value      123,500<F2>    $19.50<F1>   $2,408,250  $669.49

[FN]
<F1>Pursuant to Rule 457(h), the registration fee has been calculated based
on the average of the high and low prices of Registrant's Common Stock on
August 23, 1999 on the NASDAQ National Market System.
<F2>Pursuant to Rule 416, this Registration Statement also covers such
additional  shares  as may be offered or issued  to  prevent  dilution
resulting  from  stock  splits, stock dividends, recapitalizations  or
certain other capital adjustments.
===============================================================================
<PAGE> Page II-1

                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
        -----------------------------------------------


    The  following  documents  filed  by  the  Company  with  the
Securities  and  Exchange Commission are incorporated  herein  by
reference:

   a.   Annual  Report  on  Form 10-K for the fiscal  year  ended
        December 31, 1998 filed by the Company pursuant to Section
        13(a) of the Securities Exchange Act of 1934 ("Exchange Act").

   b.   Quarterly Reports on Form 10-Q for the quarters ended March
        31, 1999 and June 30, 1999.

   c.   Current Report on Form 8-K filed June 23, 1999.

   d.   The description of the Company's common stock set forth
        in response to Item 9 of the Registration Statement on
        Form S-1 filed by the Company on April 15, 1986 under
        the Securities Act of 1933, including all amendments
        and reports subsequently filed for the purpose of updating
        such description.

All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the
filing of such documents.  Any statement contained in this Registration
Statement or in a document incorporated or deemed  to  be  incorporated by
reference shall be deemed to be modified  or superseded to the extent that
a statement contained in  any other subsequently filed document which also
is deemed to be incorporated by reference herein or in any subsequently
filed appendix to this Registration Statement modifies or  supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

EXPERTS

The consolidated financial statements and schedules of the Company as of
December 31, 1998 and for each of the years in the three-year  period ended
December 31, 1998, which reports appear in  or  are  incorporated by reference
in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31,  1998, have been incorporated by reference in the registration
statement in  reliance upon the reports of KPMG LLP, independent  certified
public accountants, and upon the authority of said firm as experts

<PAGE> Page II-2

in accounting and auditing.  To the extent that KPMG LLP audits and reports
on financial statements of the Company issued at future  dates, and consents
to the use of their reports thereon, such  financial statements also will be
incorporated by reference in  the registration statement in reliance upon
their report and said authority.

Item 4.  Not applicable.

Item 5.  Not applicable.


Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS
        ------------------------------------------

   The Company's Certificate of Incorporation and By-Laws contain provisions
permitted by the Delaware General Corporation Law ("DGCL") (under which the
Company is organized) that provide that directors and officers will be
indemnified by the Company to the fullest extent permitted by law for
all losses that may be incurred by them in connection with any action,
suit or proceeding in which they may become involved by reason of their
service  as a director or officer of the Company.  Under Section 145 of the
DGCL, a corporation has the power to indemnify directors and officers under
certain prescribed circumstances and subject to certain  limitations
against certain costs and expenses, including attorney's fees actually
and reasonably incurred in connection  with any action, suit or
proceeding, whether  civil,  criminal, administrative  or  investigative,  to
which any  of them is a party by reason of being a director or officer  of the
corporation if it is determined that the director or  officer  acted in
accordance with the applicable standard  of conduct set forth in such statutory
provision.

    In addition, the Company's Certificate of Incorporation contains provisions
permitted by the DGCL that limit the monetary liability  of  directors of the
Company for certain breaches of their fiduciary duty, and its By-Laws provide
for the advancement by  the Company to directors and officers of expenses
incurred by them in connection with a proceeding of a type to which the duty
of indemnification applies.  The Company maintains directors' and officers'
liability insurance to insure its directors and officers  against certain
liabilities incurred in their capacity as such, including claims based on
breaches of duty, negligence, error and other wrongful acts.

Item 7.  Not applicable.

Item 8.  EXHIBITS
         --------

   Reference is made to the Exhibit Index on Page II-6.

Item 9.   UNDERTAKINGS
          ------------

   The undersigned registrant hereby undertakes:

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

<PAGE> Page II-3

               (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 this
               registration statement (or the most recent post-
               effective amendment hereof) which, individually or
               in the aggregate, represent a fundamental change
               in  the information set forth in this 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) shall not apply to this registration statement
               on Form S-8 if the information required to be
               included in the post-effective amendment by these
               paragraphs is contained in periodic reports filed
               by the registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of
               1934 that are incorporated by reference in this
               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.

         (4)   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.

         (5)   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

<PAGE> Page II-4

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
                           ----------

    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 Township of
Lower Salford, Commonwealth of Pennsylvania, on this 25th day of
August, 1999.

                          HARLEYSVILLE GROUP INC.


                         BY:  /s/Walter  R. Bateman
                              ----------------------
                              Walter R. Bateman
                              Chairman, President and
                              Chief Executive Officer




                       POWER OF ATTORNEY
                       ------------------


      Each person whose signature appears below constitutes and
appoints each of Walter R. Bateman and Roger A. Brown, as such
person's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in
such person's name, place and stead, in any and all  capacities,
to sign any and all amendments to the Registration Statement, and
to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully to all intents
and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or a substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.


<PAGE> Page II-5







     Signature                    Title                 Date
     ---------                    -----                 -----


/s/Walter R. Bateman      Chairman, President,      August 25, 1999
--------------------     Chief Executive Officer
Walter R. Bateman          and a Director


/s/Bruce J. Magee     Senior Vice President,        August 25, 1999
--------------------    Chief Financial Officer
Bruce J. Magee           (Principal financial
                         officer and principal
                          accounting officer)


/s/Michael L. Browne         Director               August  25, 1999
--------------------
Michael L. Browne


/s/Robert D. Buzzell         Director               August  25, 1999
--------------------
Robert D. Buzzell


/s/William E. Strasburg      Director               August  25, 1999
-----------------------
William E. Strasburg


/s/Frank E. Reed             Director               August  25, 1999
----------------
Frank E. Reed


/s/Joseph E. McMenamin       Director                 August  25, 1999
----------------------
Joseph E. McMenamin


/s/Lowell R. Beck            Director                 August  25, 1999
-----------------
Lowell R. Beck


/s/Jerry S. Rosenblum        Director                 August 25, 1999
---------------------
Jerry S. Rosenbloom





<PAGE> Page II-6


                         EXHIBIT INDEX

Exhibit
Number                Description of Exhibits
------                -----------------------

(4)(A)    Amended and Restated  Certificate of Incorporation
          of Registrant - incorporated by reference to  Exhibit (4)(A)
          to the Registrant's S-8 Registration Statement No. 333-03127
          filed May 3, 1996.

(4)(B)    Amended and Restated By-Laws of Registrant -  incorporated
          by reference to Exhibit (4)(B) to the Registrant's
          Post-Effective Amendment  No. 1 to S-3 Registration Statement
          No. 33-90810 filed October  10, 1995.

(4)(C)*   Year 2000 Directors' Stock Option Program of Registrant.

(5)*      Opinion of Morgan, Lewis & Bockius LLP re legality  of
          shares of Common Stock being offered hereby.

(23)(A)*  Consent of KPMG LLP.

    (B)   Consent of Morgan, Lewis & Bockius LLPv(included  in
          Exhibit (5)).

(24)*     Power of Attorney included on Page II-4.


-----------------
*Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16385}]
{"company-data": {"conformed-name": "HARLEYSVILLE GROUP INC", "cik": "0000792013", "assigned-sic": "6331", "irs-number": "510241172", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85941", "film-number": "99700042"}, "business-address": {"street1": "355 MAPLE AVE", "city": "HARLEYSVILLE", "state": "PA", "zip": "19438-2297", "phone": "2152565000"}, "mail-address": {"street1": "355 MAPLE AVE", "city": "HARLEYSVILLE", "state": "PA", "zip": "19438-2297"}}
As  filed  with the Securities and Exchange Commission on August
26, 1999
                                      Registration No. 333-
===================================================================

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           --------

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

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

          Delaware                         51-0241172
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

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

                            --------

   HARLEYSVILLE GROUP INC. YEAR 2000 DIRECTORS' STOCK OPTION PROGRAM
                      (Full title of the plan)

                       Walter R. Bateman
        Chairman, President and Chief Executive Officer
                    Harleysville Group Inc.
                        355 Maple Avenue
                Harleysville, Pennsylvania 19438
            (Name and address of agent for service)

                         (215) 256-5000
 (Telephone number, including area code, of agent for service)

                            --------

                        With Copies to:

James W. Jennings, Esquire              Roger A. Brown, Esquire
Morgan, Lewis & Bockius LLP             Harleysville Group Inc.
1701 Market Street                      355 Maple Avenue
Philadelphia, PA 19103-2921             Harleysville,  PA  19438-2297
(215) 963-5276                          (215) 256-5173

                CALCULATION OF REGISTRATION FEE
==============================================================================
                                    Proposed      Proposed
                                    maximum       maximum
                       Amount       offering      aggregate    Amount of
Title of Securities    to be        price per     offering    registration
 to be registered    registered       unit        price
fee
------------------   ----------     --------      ----------  ------------
Common Stock
 $1.00 par value      123,500
$19.50
$2,408,250  $669.49

[FN]
Pursuant to Rule 457(h), the registration fee has been calculated based
on the average of the high and low prices of Registrant's Common Stock on
August 23, 1999 on the NASDAQ National Market System.
Pursuant to Rule 416, this Registration Statement also covers such
additional  shares  as may be offered or issued  to  prevent  dilution
resulting  from  stock  splits, stock dividends, recapitalizations  or
certain other capital adjustments.
===============================================================================
Page II-1

                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
        -----------------------------------------------

    The  following  documents  filed  by  the  Company  with  the
Securities  and  Exchange Commission are incorporated  herein  by
reference:

   a.   Annual  Report  on  Form 10-K for the fiscal  year  ended
        December 31, 1998 filed by the Company pursuant to Section
        13(a) of the Securities Exchange Act of 1934 ("Exchange Act").

   b.   Quarterly Reports on Form 10-Q for the quarters ended March
        31, 1999 and June 30, 1999.

   c.   Current Report on Form 8-K filed June 23, 1999.

   d.   The description of the Company's common stock set forth
        in response to Item 9 of the Registration Statement on
        Form S-1 filed by the Company on April 15, 1986 under
        the Securities Act of 1933, including all amendments
        and reports subsequently filed for the purpose of updating
        such description.

All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the
filing of such documents.  Any statement contained in this Registration
Statement or in a document incorporated or deemed  to  be  incorporated by
reference shall be deemed to be modified  or superseded to the extent that
a statement contained in  any other subsequently filed document which also
is deemed to be incorporated by reference herein or in any subsequently
filed appendix to this Registration Statement modifies or  supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

EXPERTS

The consolidated financial statements and schedules of the Company as of
December 31, 1998 and for each of the years in the three-year  period ended
December 31, 1998, which reports appear in  or  are  incorporated by reference
in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31,  1998, have been incorporated by reference in the registration
statement in  reliance upon the reports of KPMG LLP, independent  certified
public accountants, and upon the authority of said firm as experts
Page II-2

in accounting and auditing.  To the extent that KPMG LLP audits and reports
on financial statements of the Company issued at future  dates, and consents
to the use of their reports thereon, such  financial statements also will be
incorporated by reference in  the registration statement in reliance upon
their report and said authority.

Item 4.  Not applicable.

Item 5.  Not applicable.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS
        ------------------------------------------

   The Company's Certificate of Incorporation and By-Laws contain provisions
permitted by the Delaware General Corporation Law ("DGCL") (under which the
Company is organized) that provide that directors and officers will be
indemnified by the Company to the fullest extent permitted by law for
all losses that may be incurred by them in connection with any action,
suit or proceeding in which they may become involved by reason of their
service  as a director or officer of the Company.  Under Section 145 of the
DGCL, a corporation has the power to indemnify directors and officers under
certain prescribed circumstances and subject to certain  limitations
against certain costs and expenses, including attorney's fees actually
and reasonably incurred in connection  with any action, suit or
proceeding, whether  civil,  criminal, administrative  or  investigative,  to
which any  of them is a party by reason of being a director or officer  of the
corporation if it is determined that the director or  officer  acted in
accordance with the applicable standard  of conduct set forth in such statutory
provision.

    In addition, the Company's Certificate of Incorporation contains provisions
permitted by the DGCL that limit the monetary liability  of  directors of the
Company for certain breaches of their fiduciary duty, and its By-Laws provide
for the advancement by  the Company to directors and officers of expenses
incurred by them in connection with a proceeding of a type to which the duty
of indemnification applies.  The Company maintains directors' and officers'
liability insurance to insure its directors and officers  against certain
liabilities incurred in their capacity as such, including claims based on
breaches of duty, negligence, error and other wrongful acts.

Item 7.  Not applicable.

Item 8.  EXHIBITS
         --------

   Reference is made to the Exhibit Index on Page II-6.

Item 9.   UNDERTAKINGS
          ------------

   The undersigned registrant hereby undertakes:

(1)   To file, during the period in which offers or sales are
being made, a post-effective amendment to this registration statement:
Page II-3

               (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 this
               registration statement (or the most recent post-
               effective amendment hereof) which, individually or
               in the aggregate, represent a fundamental change
               in  the information set forth in this 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) shall not apply to this registration statement
               on Form S-8 if the information required to be
               included in the post-effective amendment by these
               paragraphs is contained in periodic reports filed
               by the registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of
               1934 that are incorporated by reference in this
               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.

         (4)   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.

         (5)   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
Page II-4

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
                           ----------

    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 Township of
Lower Salford, Commonwealth of Pennsylvania, on this 25th day of
August, 1999.

                          HARLEYSVILLE GROUP INC.

                         BY:  /s/Walter  R. Bateman
                              ----------------------
                              Walter R. Bateman
                              Chairman, President and
                              Chief Executive Officer

                       POWER OF ATTORNEY
                       ------------------

      Each person whose signature appears below constitutes and
appoints each of Walter R. Bateman and Roger A. Brown, as such
person's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in
such person's name, place and stead, in any and all  capacities,
to sign any and all amendments to the Registration Statement, and
to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully to all intents
and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or a substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.
Page II-5

     Signature                    Title                 Date
     ---------                    -----                 -----

/s/Walter R. Bateman      Chairman, President,      August 25, 1999
--------------------     Chief Executive Officer
Walter R. Bateman          and a Director

/s/Bruce J. Magee     Senior Vice President,        August 25, 1999
--------------------    Chief Financial Officer
Bruce J. Magee           (Principal financial
                         officer and principal
                          accounting officer)

/s/Michael L. Browne         Director               August  25, 1999
--------------------
Michael L. Browne

/s/Robert D. Buzzell         Director               August  25, 1999
--------------------
Robert D. Buzzell

/s/William E. Strasburg      Director               August  25, 1999
-----------------------
William E. Strasburg

/s/Frank E. Reed             Director               August  25, 1999
----------------
Frank E. Reed

/s/Joseph E. McMenamin       Director                 August  25, 1999
----------------------
Joseph E. McMenamin

/s/Lowell R. Beck            Director                 August  25, 1999
-----------------
Lowell R. Beck

/s/Jerry S. Rosenblum        Director                 August 25, 1999
---------------------
Jerry S. Rosenbloom
Page II-6

                         EXHIBIT INDEX

Exhibit
Number                Description of Exhibits
------                -----------------------

(4)(A)    Amended and Restated  Certificate of Incorporation
          of Registrant - incorporated by reference to  Exhibit (4)(A)
          to the Registrant's S-8 Registration Statement No. 333-03127
          filed May 3, 1996.

(4)(B)    Amended and Restated By-Laws of Registrant -  incorporated
          by reference to Exhibit (4)(B) to the Registrant's
          Post-Effective Amendment  No. 1 to S-3 Registration Statement
          No. 33-90810 filed October  10, 1995.

(4)(C)*   Year 2000 Directors' Stock Option Program of Registrant.

(5)*      Opinion of Morgan, Lewis & Bockius LLP re legality  of
          shares of Common Stock being offered hereby.

(23)(A)*  Consent of KPMG LLP.

    (B)   Consent of Morgan, Lewis & Bockius LLPv(included  in
          Exhibit (5)).

(24)*     Power of Attorney included on Page II-4.

-----------------
*Filed herewith.