As  filed  with  the  Securities  and  Exchange  Commission  on  May 9, 2003
                                            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. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              Walter R. Bateman, II
                      Chairman 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:

Henry S. Bryans, Esquire                   Roger  A.  Brown, Esquire
Drinker Biddle & Reath LLP                 Harleysville Group Inc.
18th & Cherry Streets                      355 Maple Avenue
Philadelphia,  Pennsylvania 19103-6996     Harleysville, Pennsylvania 19438-2297
(215) 988-2823                            (215) 256-5173

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                        Proposed       Proposed
                                        maximum        maximum
     Amount            Amount          offering        aggregate    Amount of
Title of Securities     to be          price per      offering     registration
 to be registered     registered        share(1)       price(1)     fee(1)

Common Stock
$1.00 par value        650,000          $24.37        $15,840,500   $1,281.50

(1)  Pursuant to Rule 457(c), the registration fee has been calculated based
 on the average of the high and low prices of Registrant's Common Stock
on May 7,2003 on the NASDAQ National Market System

===============================================================================
<PAGE>
Page  II-1
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Information  required by Part I of Form S-8 to be contained in a prospectus
meeting  the  requirements  of  Section  10(a) of the Securities Act of 1933, as
amended, is not required to be filed with the Securities and Exchange Commission
and  is  omitted  from  this  registration  statement  in  accordance  with  the
explanatory  note  to  Part I of Form S-8 and Rule 428 under the Securities Act.


                                     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.     Our  Annual Report on Form 10-K for the year ended December 31, 2002
filed  by  the  Company  on  March  26,  2003  pursuant  to Section 13(a) of the
Securities  Exchange  Act  of  1934  ("Exchange  Act").

     b.     Our Current Reports on Form 8-K filed April 16, 2003, April 23, 2003
and  April  25,  2003.

     c.     The  description  of  the Company's common stock contained under the
caption  Description  of  Common Stock in the Registration Statement on Form S-3
filed  by  the  Company  on  April  10,  2003  (File  No.  333-104437) 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.

Item  4.     DESCRIPTION  OF  SECURITIES
             ----------------------------

     Not  applicable.

Item  5.     INTERESTS  OF  EXPERTS  AND  NAMED  COUNSEL
             -------------------------------------------

     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 (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.  In addition, the Company's Certificate of Incorporation
contains provisions permitted by the Delaware General Corporation Law that limit
the  monetary  liability  of  directors

<PAGE>
Page  II-2

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.          EXEMPTION  FROM  REGISTRATION  CLAIMED
                  --------------------------------------

     Not  applicable.

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

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

     4     Employee  Stock  Purchase  Plan  of  Registrant
          (Amended  and  Restated).

     5     Opinion  of  Drinker  Biddle  &  Reath  LLP.

     23.1     Consent  of  KPMG  LLP.

     23.2     Consent  of  Drinker  Biddle  &  Reath  LLP  (included
          in  Exhibit  5).

     24     Power  of  Attorney  (included  as  part  of  the  signature  page
hereto).


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:

          (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.

<PAGE>
Page  II-3

          (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  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>
Page  II-4

                                   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  9th  day  of  May,  2003.

                         HARLEYSVILLE  GROUP  INC.



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




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

     Each  person whose signature appears below constitutes and appoints each of
Walter  R.  Bateman,  II  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.

<PAGE>
Page  II-5

     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.

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



/s/Walter  R.  Bateman               Chairman  and                May 9, 2003
---------------------
Walter  R.  Bateman               Chief  Executive  Officer
                                     and  a  Director

/s/Bruce  J.  Magee               Senior  Vice  President,        May 9, 2003
---------------------
Bruce J. Magee                    Chief  Financial  Officer
                                     Principal  financial
                                    officer  and  principal
                                    accounting  officer)

/s/Lowell  R.  Beck                    Director                   May 9, 2003
--------------------
Lowell R. Beck


/s/Michael  L.  Browne                 Director                   May  9, 2003
----------------------
Michael L. Browne


/s/W. Thacher  Brown                   Director                   May 9, 2003
----------------------
W. Thacher Brown


/s/Robert  D.  Buzzell                 Director                   May 9, 2003
----------------------
Robert D. Buzzell


/s/Mirian  M.  Graddick                Director                   May 9, 2003
----------------------
Mirian M. Graddick


/s/Joseph  E.  McMenamin               Director                   May 9, 2003
-----------------------
Joseph  E. McMenamin


/s/Frank  E.  Reed                     Director                   May 9, 2003
-----------------------
Frank  E.  Reed


/s/Jerry  S.  Rosenbloom               Director                   May 9, 2003
-----------------------
Jerry  S.  Rosenbloom



<PAGE>
Page  II-6
                                  EXHIBIT INDEX



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

4          Employee Stock Purchase Plan of Registrant
          (Amended and Restated).

5         Opinion of Drinker Biddle &  Reath  LLP.

23.1      Consent of KPMG LLP.

23.2      Consent of Drinker Biddle & Reath  LLP  (included
          in  Exhibit  5).

24        Power of Attorney (included as part of the signature page hereto).
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 16362}]
{"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": "333-105108", "film-number": "03689806"}, "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  May 9, 2003
                                            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. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              Walter R. Bateman, II
                      Chairman 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:

Henry S. Bryans, Esquire                   Roger  A.  Brown, Esquire
Drinker Biddle & Reath LLP                 Harleysville Group Inc.
18th & Cherry Streets                      355 Maple Avenue
Philadelphia,  Pennsylvania 19103-6996     Harleysville, Pennsylvania 19438-2297
(215) 988-2823                            (215) 256-5173

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                        Proposed       Proposed
                                        maximum        maximum
     Amount            Amount          offering        aggregate    Amount of
Title of Securities     to be          price per      offering     registration
 to be registered     registered        share(1)       price(1)     fee(1)

Common Stock
$1.00 par value        650,000          $24.37        $15,840,500   $1,281.50

(1)  Pursuant to Rule 457(c), the registration fee has been calculated based
 on the average of the high and low prices of Registrant's Common Stock
on May 7,2003 on the NASDAQ National Market System

===============================================================================
Page  II-1
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required by Part I of Form S-8 to be contained in a prospectus
meeting  the  requirements  of  Section  10(a) of the Securities Act of 1933, as
amended, is not required to be filed with the Securities and Exchange Commission
and  is  omitted  from  this  registration  statement  in  accordance  with  the
explanatory  note  to  Part I of Form S-8 and Rule 428 under the Securities Act.

                                     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.     Our  Annual Report on Form 10-K for the year ended December 31, 2002
filed  by  the  Company  on  March  26,  2003  pursuant  to Section 13(a) of the
Securities  Exchange  Act  of  1934  ("Exchange  Act").

     b.     Our Current Reports on Form 8-K filed April 16, 2003, April 23, 2003
and  April  25,  2003.

     c.     The  description  of  the Company's common stock contained under the
caption  Description  of  Common Stock in the Registration Statement on Form S-3
filed  by  the  Company  on  April  10,  2003  (File  No.  333-104437) 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.

Item  4.     DESCRIPTION  OF  SECURITIES
             ----------------------------

     Not  applicable.

Item  5.     INTERESTS  OF  EXPERTS  AND  NAMED  COUNSEL
             -------------------------------------------

     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 (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.  In addition, the Company's Certificate of Incorporation
contains provisions permitted by the Delaware General Corporation Law that limit
the  monetary  liability  of  directors
Page  II-2

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.          EXEMPTION  FROM  REGISTRATION  CLAIMED
                  --------------------------------------

     Not  applicable.

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

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

     4     Employee  Stock  Purchase  Plan  of  Registrant
          (Amended  and  Restated).

     5     Opinion  of  Drinker  Biddle  &  Reath  LLP.

     23.1     Consent  of  KPMG  LLP.

     23.2     Consent  of  Drinker  Biddle  &  Reath  LLP  (included
          in  Exhibit  5).

     24     Power  of  Attorney  (included  as  part  of  the  signature  page
hereto).

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:

          (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.
Page  II-3

          (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  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  II-4

                                   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  9th  day  of  May,  2003.

                         HARLEYSVILLE  GROUP  INC.

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

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

     Each  person whose signature appears below constitutes and appoints each of
Walter  R.  Bateman,  II  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.
Page  II-5

     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.

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

/s/Walter  R.  Bateman               Chairman  and                May 9, 2003
---------------------
Walter  R.  Bateman               Chief  Executive  Officer
                                     and  a  Director

/s/Bruce  J.  Magee               Senior  Vice  President,        May 9, 2003
---------------------
Bruce J. Magee                    Chief  Financial  Officer
                                     Principal  financial
                                    officer  and  principal
                                    accounting  officer)

/s/Lowell  R.  Beck                    Director                   May 9, 2003
--------------------
Lowell R. Beck

/s/Michael  L.  Browne                 Director                   May  9, 2003
----------------------
Michael L. Browne

/s/W. Thacher  Brown                   Director                   May 9, 2003
----------------------
W. Thacher Brown

/s/Robert  D.  Buzzell                 Director                   May 9, 2003
----------------------
Robert D. Buzzell

/s/Mirian  M.  Graddick                Director                   May 9, 2003
----------------------
Mirian M. Graddick

/s/Joseph  E.  McMenamin               Director                   May 9, 2003
-----------------------
Joseph  E. McMenamin

/s/Frank  E.  Reed                     Director                   May 9, 2003
-----------------------
Frank  E.  Reed

/s/Jerry  S.  Rosenbloom               Director                   May 9, 2003
-----------------------
Jerry  S.  Rosenbloom
Page  II-6
                                  EXHIBIT INDEX

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

4          Employee Stock Purchase Plan of Registrant
          (Amended and Restated).

5         Opinion of Drinker Biddle &  Reath  LLP.

23.1      Consent of KPMG LLP.

23.2      Consent of Drinker Biddle & Reath  LLP  (included
          in  Exhibit  5).

24        Power of Attorney (included as part of the signature page hereto).