As filed with the Securities and Exchange Commission on May 17,2000
                                      Registration No. 333-

=============================================================================
                          UNITED STATES
               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. EXCESS STOCK PURCHASE PLAN
                    (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:

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


                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      50,000<F2>      $15.875<F1>   $793,750    $209.55

[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 May
12, 2000 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, 1999 filed by the Company pursuant to Section 13(a)
        of the Securities Exchange Act of 1934 ("Exchange Act").

   b.   Quarterly Report on Form 10-Q for the quarter ended March
        31, 2000.

   c.   The description of the Company's common stock contained in
        the Registration Statement on Form S-1 filed by the Company on
        April 15, 1986 (File No. 33-4885) 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

<PAGE> Page II-2

("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. EXEMPTION FROM REGISTRATION CLAIMED
        -----------------------------------

   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:

            (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.

<PAGE> Page II-3

        (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 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 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 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 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

<PAGE> Page II-4


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 17th day of May, 2000.

                          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.

<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, President,       May 17, 2000
-------------------       Chief Executive Officer
  Walter R. Bateman         and a Director

/s/Bruce  J.  Magee         Senior Vice President,   May 17, 2000
-------------------       Chief Financial Officer
   Bruce J. Magee         (Principal financial
                          officer and principal
                          accounting officer)

/s/Lowell R. Beck              Director              May 17, 2000
-----------------
  Lowell R. Beck


/s/Michael L. Browne           Director              May 17, 2000
--------------------
  Michael L. Browne


/s/Robert D. Buzzell           Director              May 17, 2000
--------------------
  Robert D. Buzzell


/s/Mirian M. Graddick          Director              May 17, 2000
---------------------
  Mirian M. Graddick


/s/Joseph E. McMenamin         Director             May 17, 2000
----------------------
  Joseph E. McMenamin


/s/Frank E. Reed               Director             May 17, 2000
----------------
  Frank E. Reed


/s/Jerry  S. Rosenbloom        Director             May 17, 2000
-----------------------
  Jerry S. Rosenbloom

<PAGE> Page II-6

                         EXHIBIT INDEX

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

4.1           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).

4.2          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).

4.3*         Excess Stock Purchase Plan of Registrant.

5.1*         Opinion of Drinker Biddle & Reath LLP re legality  of  shares
             of Common Stock being offered hereby.

23.1*        Consent of KPMG LLP.

23.2         Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.1.)

24.1*        Power of Attorney included on Page II-4.


----------------
*Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15606}]
{"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": "333-37212", "film-number": "638777"}, "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 17,2000
                                      Registration No. 333-

=============================================================================
                          UNITED STATES
               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. EXCESS STOCK PURCHASE PLAN
                    (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:

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

                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      50,000
$15.875
$793,750    $209.55

[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 May
12, 2000 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, 1999 filed by the Company pursuant to Section 13(a)
        of the Securities Exchange Act of 1934 ("Exchange Act").

   b.   Quarterly Report on Form 10-Q for the quarter ended March
        31, 2000.

   c.   The description of the Company's common stock contained in
        the Registration Statement on Form S-1 filed by the Company on
        April 15, 1986 (File No. 33-4885) 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
Page II-2

("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. EXEMPTION FROM REGISTRATION CLAIMED
        -----------------------------------

   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:

            (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.
Page II-3

        (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 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 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 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 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
Page II-4

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 17th day of May, 2000.

                          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.
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, President,       May 17, 2000
-------------------       Chief Executive Officer
  Walter R. Bateman         and a Director

/s/Bruce  J.  Magee         Senior Vice President,   May 17, 2000
-------------------       Chief Financial Officer
   Bruce J. Magee         (Principal financial
                          officer and principal
                          accounting officer)

/s/Lowell R. Beck              Director              May 17, 2000
-----------------
  Lowell R. Beck

/s/Michael L. Browne           Director              May 17, 2000
--------------------
  Michael L. Browne

/s/Robert D. Buzzell           Director              May 17, 2000
--------------------
  Robert D. Buzzell

/s/Mirian M. Graddick          Director              May 17, 2000
---------------------
  Mirian M. Graddick

/s/Joseph E. McMenamin         Director             May 17, 2000
----------------------
  Joseph E. McMenamin

/s/Frank E. Reed               Director             May 17, 2000
----------------
  Frank E. Reed

/s/Jerry  S. Rosenbloom        Director             May 17, 2000
-----------------------
  Jerry S. Rosenbloom
Page II-6

                         EXHIBIT INDEX

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

4.1           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).

4.2          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).

4.3*         Excess Stock Purchase Plan of Registrant.

5.1*         Opinion of Drinker Biddle & Reath LLP re legality  of  shares
             of Common Stock being offered hereby.

23.1*        Consent of KPMG LLP.

23.2         Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.1.)

24.1*        Power of Attorney included on Page II-4.

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