<PAGE>

As filed with the Securities and Exchange Commission on May 3, 1996
                              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. 1996 DIRECTORS' STOCK PURCHASE PLAN
                    (Full title of the Plan)
          
                      Walter R. Bateman, II
              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:

Donald A. Scott, Esquire           Roger A. Brown, Esquire        
Morgan, Lewis & Bockius            Harleysville Group Inc.
2000 One Logan Square              355 Maple Avenue
Philadelphia,                      Harleysville, 
Pennsylvania 19103-6993            Pennsylvania 19438-2297
(215) 963-5206                     (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     share <F1>    price <F1>  fee <F1>     
- -----------------    ----------     ----------    ----------- -----------
Common Stock
 $1.00 par value      100,000       $27.38        $2,738,000  $944.14
[FN]
<F1>  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
April 30, 1996 on the NASDAQ National Market System
                                     
<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 year ended December 31,
        1995 filed by the Company pursuant to Section 13(a) of the
        Securities Exchange Act of 1934 ("Exchange Act").

   b.   The description of the Company's common stock set forth in
        response to Item 1(b) of the Registration Statement on
        Form 8-A filed by the Company pursuant to Section 12 of
        the Exchange Act and any amendment to such registration
        statement 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 incorpo-
rated 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
Prospectus.

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 (under
which the Company is organized) that provide that directors and
officers will be indemnified by the Company to the fullest extent 

<PAGE> Page II-2

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 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 state-
ment:

        (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 registra-
               tion 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 state-
               ment;

        (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.

<PAGE> Page II-3

        (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 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  3rd day of
May, 1996.

                          HARLEYSVILLE GROUP INC.


                          BY:  /s/Walter R. Bateman              
                               ---------------------
                               Walter R. Bateman, II
                               President 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/ B.W. Mitchell         Chairman of the Board        May 3, 1996
- --------------------         and a Director
  Bradford W. Mitchell             



/s/ Walter R. Bateman         President,              May 3, 1996
- ---------------------         Chief Executive Officer
  Walter R. Bateman, II        and a Director
                              

/s/ Bruce J. Magee         Senior Vice President       May 3, 1996
- ------------------               and Chief Financial
  Bruce J. Magee             Officer (principal
                            financial officer and
                          principal accounting officer)


/s/ Michael L. Browne             Director             May 3, 1996 
- ----------------------
  Michael L. Browne


/s/ Robert D. Buzzell             Director             May 3, 1996 
- ---------------------
  Robert D. Buzzell


/s/ H. Bryce Jordan               Director             May 3, 1996
- --------------------
  H. Bryce Jordan


/s/ William E. Strasburg          Director             May 3, 1996 
- ------------------------
  William E. Strasburg


/s/ Frank E. Reed                 Director             May 3, 1996         
- ------------------
  Frank E. Reed


/s/ G. G. Johnson                 Director             May 3, 1996         
- -----------------
  Gerard G. Johnson

<PAGE> Page II-6
                           EXHIBIT INDEX

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

(4)(A)*    Certificate of Incorporation of Registrant
           (Restated to include Amendment adopted 
           April 24, 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)*    1996 Directors' Stock Purchase Plan of 
           Registrant.                                      

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

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

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

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

(28)       Statement re Registrant - incorporated by
           reference to Exhibit (28) to the Registrant's 
           Annual Report on Form 10-K for the year ended 
           December 31, 1995.

(28)(A)    Schedule P of the 1995 statutory annual
           statement for the total pooled business of
           Harleysville Mutual Insurance Company and
           the pooled participant property and casualty
           insurance subsidiaries of Harleysville Group
           Inc. - incorporated by reference to 
           Exhibit (28)(A) to the Registrant's Annual 
           Report on Form 10-K for the year ended 
           December 31, 1995.

(28)(B)    Schedule P of the 1995 statutory annual
           statement of Lake States Insurance Company -
           incorporated by reference to Exhibit (28)(B) 
           to the Registrant's Annual Report on Form 10-K 
           for the year ended December 31, 1995.


- ---------------------                      
*Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15980}]
{"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": "333-03127", "film-number": "96555992"}, "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 3, 1996
                              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. 1996 DIRECTORS' STOCK PURCHASE PLAN
                    (Full title of the Plan)
          
                      Walter R. Bateman, II
              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:

Donald A. Scott, Esquire           Roger A. Brown, Esquire        
Morgan, Lewis & Bockius            Harleysville Group Inc.
2000 One Logan Square              355 Maple Avenue
Philadelphia,                      Harleysville, 
Pennsylvania 19103-6993            Pennsylvania 19438-2297
(215) 963-5206                     (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     share
price
fee
- -----------------    ----------     ----------    ----------- -----------
Common Stock
 $1.00 par value      100,000       $27.38        $2,738,000  $944.14
[FN]
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
April 30, 1996 on the NASDAQ National Market System
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 year ended December 31,
        1995 filed by the Company pursuant to Section 13(a) of the
        Securities Exchange Act of 1934 ("Exchange Act").

   b.   The description of the Company's common stock set forth in
        response to Item 1(b) of the Registration Statement on
        Form 8-A filed by the Company pursuant to Section 12 of
        the Exchange Act and any amendment to such registration
        statement 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 incorpo-
rated 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
Prospectus.

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 (under
which the Company is organized) that provide that directors and
officers will be indemnified by the Company to the fullest extent
Page II-2

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 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 state-
ment:

        (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 registra-
               tion 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 state-
               ment;

        (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.
Page II-3

        (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 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  3rd day of
May, 1996.

                          HARLEYSVILLE GROUP INC.

                          BY:  /s/Walter R. Bateman              
                               ---------------------
                               Walter R. Bateman, II
                               President 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/ B.W. Mitchell         Chairman of the Board        May 3, 1996
- --------------------         and a Director
  Bradford W. Mitchell             

/s/ Walter R. Bateman         President,              May 3, 1996
- ---------------------         Chief Executive Officer
  Walter R. Bateman, II        and a Director
                              

/s/ Bruce J. Magee         Senior Vice President       May 3, 1996
- ------------------               and Chief Financial
  Bruce J. Magee             Officer (principal
                            financial officer and
                          principal accounting officer)

/s/ Michael L. Browne             Director             May 3, 1996 
- ----------------------
  Michael L. Browne

/s/ Robert D. Buzzell             Director             May 3, 1996 
- ---------------------
  Robert D. Buzzell

/s/ H. Bryce Jordan               Director             May 3, 1996
- --------------------
  H. Bryce Jordan

/s/ William E. Strasburg          Director             May 3, 1996 
- ------------------------
  William E. Strasburg

/s/ Frank E. Reed                 Director             May 3, 1996         
- ------------------
  Frank E. Reed

/s/ G. G. Johnson                 Director             May 3, 1996         
- -----------------
  Gerard G. Johnson
Page II-6
                           EXHIBIT INDEX

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

(4)(A)*    Certificate of Incorporation of Registrant
           (Restated to include Amendment adopted 
           April 24, 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)*    1996 Directors' Stock Purchase Plan of 
           Registrant.                                      

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

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

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

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

(28)       Statement re Registrant - incorporated by
           reference to Exhibit (28) to the Registrant's 
           Annual Report on Form 10-K for the year ended 
           December 31, 1995.

(28)(A)    Schedule P of the 1995 statutory annual
           statement for the total pooled business of
           Harleysville Mutual Insurance Company and
           the pooled participant property and casualty
           insurance subsidiaries of Harleysville Group
           Inc. - incorporated by reference to 
           Exhibit (28)(A) to the Registrant's Annual 
           Report on Form 10-K for the year ended 
           December 31, 1995.

(28)(B)    Schedule P of the 1995 statutory annual
           statement of Lake States Insurance Company -
           incorporated by reference to Exhibit (28)(B) 
           to the Registrant's Annual Report on Form 10-K 
           for the year ended December 31, 1995.

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