As filed with the Commission on August 28, 1996
                                    Registration No. 333-_____
=================================================================


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                       _________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             Under
                   The Securities Act of 1933
                   __________________________

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

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

   2955 North Meridian Street                          46206-1980
      Post Office Box 1980                             (Zip Code)
      Indianapolis, Indiana
(Address of Principal Executive Offices)
                          ____________

                 MERIDIAN INSURANCE GROUP, INC.
               1996 EMPLOYEE INCENTIVE STOCK PLAN
                    (Full title of the plan)

                        J. Mark McKinzie
                 Meridian Insurance Group, Inc.
                   2955 North Meridian Street
                      Post Office Box 1980
                Indianapolis, Indiana 46206-1980
            (Name and address of agent for service)

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

                           Copies to:
                        Tibor D. Klopfer
                        Baker & Daniels
                   300 North Meridian Street
                           Suite 2700
                  Indianapolis, Indiana 46204
                        _______________

                CALCULATION OF REGISTRATION FEE
_________________________________________________________________

Title of     Amount to be  Proposed  Proposed  Amount of
Securities   Registered*    Maximum  Maximum   Registration
to be                      Offering  Aggregate Fee*
Registered                 Price     Offering
                           Per Share*  Price*
_________________________________________________________________

Common Shares,   750,000
without par      Shares    $14.125  $10,593,750   $3,653
value
_________________________________________________________________

*Calculated pursuant to Rule 457(c) and (h) based upon the
average of the high and low prices for the Common Shares, as
reported on the Nasdaq National Market System on August 23, 1996.
_________________________________________________________________

                            FORM S-8
                  Registration Statement Under
                   The Securities Act of 1933

                 MERIDIAN INSURANCE GROUP, INC.


                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The Company's Annual Report on Form 10-K for the year ended
December  31,  1995 (File No. 0-11413), and the  information  set
forth  under the caption "Description of Registrant's  Securities
to  be  Registered"  in the Company's Registration  Statement  on
Form  8-A  filed  pursuant  to Section 12(g)  of  the  Securities
Exchange  Act  of 1934 (the "Exchange Act") (File  No.  0-11413),
including  any  amendments or reports filed for  the  purpose  of
updating  such description, are incorporated herein by reference.
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal year for which  audited
financial statements are contained in the annual report described
above  are incorporated herein by reference.  All documents filed
by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the  Exchange  Act  after  the  date  hereof  and  prior  to  the
termination  of  the  offering of the securities  offered  hereby
shall be deemed to be incorporated by reference herein and to  be
a  part hereof from the date of filing of such documents with the
Commission.  The Company will promptly provide without charge  to
each  person to whom a prospectus is delivered, a copy of any  or
all  information that has been incorporated herein  by  reference
(not  including exhibits to the information that is  incorporated
by  reference  unless such exhibits are specifically incorporated
by  reference  into such information), upon the written  or  oral
request  of such person directed to the Secretary of the  Company
at  its  principal  offices,  2955 North  Meridian  Street,  P.O.
Box 1980, Indianapolis, Indiana 46206.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

Item 8.  Exhibits

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

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are

     
being  made,  a  post-effective amendment  to  this  registration
statement 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;

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

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

      The  undersigned  registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each  filing  of  the  registrant's  annual  report  pursuant  to
Section  13(a) or Section 15(d) of the Exchange Act  (and,  where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  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.

      The undersigned registrant hereby undertakes to deliver  or
cause to be delivered with the prospectus, to each person to whom
the  prospectus  is sent or given, the latest  annual  report  to
security  holders  that  is  incorporated  by  reference  in  the
prospectus and furnished pursuant to and meeting the requirements
of  Rule  14a-3 or Rule 14c-3 under the Exchange Act; and,  where
interim  financial  information  required  to  be  presented   by
Article  3 of Regulation S-X are not set forth in the prospectus,
to  deliver, or cause to be delivered to each person to whom  the
prospectus is sent or given, the latest quarterly report that  is
specifically  incorporated  by reference  in  the  prospectus  to
provide such interim financial information.

     Insofar as indemnification for liabilities arising under the
Securities  Act  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
Securities  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 Securities 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 City of Indianapolis, State of  Indiana,  on
August 27, 1996. 

                              MERIDIAN INSURANCE GROUP, INC.


                              By:/s/ Norma J. Oman
                                 Norma J. Oman,
                                 President and Chief Executive
                                 Officer



                       POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement  has  been  signed  below  by   the
following  persons in the capacities and on the dates  indicated.
Each  person  whose  signature appears below  hereby  constitutes
Norma  J. Oman and Steven R. Hazelbaker, and each of them singly,
such  person's true and lawful attorneys, with full power to them
and  each  of  them to sign for such person and in such  person's
name and capacity indicated below, any and all amendments to this
registration  statement,  hereby ratifying  and  confirming  such
person's signature as it may be signed by said attorneys  to  any
and all amendments.


   Signature                   Title                      Date

/s/ Norma J. Oman             President, Chief        August 27, 1996
Norma J. Oman                 Executive Officer
                              and Director (Principal
                              Executive Officer)

/s/ Steven R. Hazelbaker      Vice President, Chief   August 27, 1996
Steven R. Hazelbaker          Financial Officer &
                              Treasurer(Principal
                              Financial and
                              Accounting Officer)

/s/ Joseph D. Barnette, Jr.   Director                August 27, 1996
Joseph D. Barnette, Jr.

/s/ John T. Hackett           Director                August 27, 1996
John T. Hackett

/s/ Ramon L. Humke            Director                August 27, 1996
Ramon L. Humke

/s/ Sarah W. Rowland_         Director                August 27, 1996
Sarah W. Rowland

/s/ Van P. Smith              Director                August 27, 1996
Van P. Smith

/s/ Harold C. McCarthy_       Director                August 27, 1996
Harold C. McCarthy

/s/ Thomas H. Sams            Director               August 27, 1996
Thomas H. Sams

/S/ David M. Kirr             Director               August 27, 1996
David M. Kirr
                       
                       
                       INDEX TO EXHIBITS
                        
Exhibit No.          Description of Exhibit             Page Number
                                                        This Filing
_____________________________________________________________________

     4(C)      1996 Employee Incentive Stock Plan


     5         Opinion of Baker & Daniels as to the legality of
                the securities being registered


     23 (A)    Written Consent of Coopers & Lybrand, L.L.P.

     23 (B)    Written Consent of Baker & Daniels (contained in
                their opinion filed as Exhibit 5)


                  MERIDIAN INSURANCE GROUP INC.
               1996 EMPLOYEE INCENTIVE STOCK PLAN

                            ARTICLE I

                   Purpose and Effective Date

1.1.  Purpose.  The purpose of the Plan is to provide   financial
incentives  for  selected Key Employees of  the  Meridian  Group,
thereby  promoting the long-term growth and financial success  of
the    Meridian   Group   by   (i)  attracting   and    retaining
employees   of   outstanding ability,  (ii)   strengthening   the
Meridian  Group's capability to develop, maintain, and  direct  a
competent   management team, (iii) providing an  effective  means
for   selected Key Employees to acquire  and  maintain  ownership
of  Meridian  Stock, (iv) motivating Key  Employees  to   achieve
long-range performance goals and objectives, and (v)    providing
incentive    compensation   opportunities competitive with  those
of other major corporations.

1.2. Effective  Date and Expiration of Plan.  The Plan  shall  be
effective   May   8,  1996.  Unless earlier terminated   by   the
Board  pursuant to Section 7.3 the Plan shall  terminate  on  the
tenth anniversary of its Effective Date.  No Award shall be  made
pursuant to the Plan after its termination date, but Awards  made
prior to the termination date may extend beyond that date.

                           ARTICLE II
                                
                           Definitions

The  following words and phrases, as used in the Plan, shall have
these meanings:

2.1  "Award"  means  individually or  collectively,  any  Option,
Tandem SAR, SAR, or Stock or Restricted Stock Award.

2.2  "Board" means the Board of Directors of the Company.

2.3  "Code" means the Internal Revenue Code of 1986, as amended.

2.4  "Committee" means a committee of not less than three persons
appointed  by  the Board from the Compensation Committee  of  the
Board or from the Executive Committee of the Board, each of  whom
shall be a Disinterested Person.

2.5  "Company"  means  Meridian Insurance  Group,  Inc.  and  its
successors and assigns.

2.6  "Disinterested  Person" means any person who,  at  the  time
discretion  under the Plan is exercised, meets the definition  of
a  "disinterested  person" in Rule 16b-3  promulgated  under  the
Securities  Exchange  Act  of  1934,  as  amended,    and    then
applicable to the Company.

2.7  "Effective Date" means May 8, 1996.

2.8  "Fair  Market  Value"  means, as of any specified  date,  an
amount  equal to the mean between the reported high and  low  bid
prices  of Meridian Stock on the specified date  on  the National
Association  of  Securities Dealers,  Inc.   Automated  Quotation
System or any system then in use, or, if  no  such quotation   is
available,  the  fair  market  value  on  the specified  date  of
the  share  of  such stock as determined  by the  Board  in  good
faith, and at such time as the shares are traded  on the National
Market System the price for purposes of  this paragraph shall  be
the last reported sales price on the specified date.

2.9  "Incentive Stock Option" means an option within the  meaning
of Section 422(b) of the Code.

2.10 "Key Employee" means an employee of one of the Companies  in
the   Meridian   Group   who  occupies a responsible   executive,
managerial,     insurance   professional,    or    administrative
position   and   who   has the capacity to  contribute   to   the
success of the Meridian Group.

2.11 "Meridian  Group"  means  the  Company  and  each  of   its'
subsidiaries  and  Meridian Mutual Insurance  Company,   on   and
after the Effective Date.

2.12 "Meridian Stock" means common shares of the Company.

2.13 "Nonqualified  Stock Option" means an Option  granted  under
the Plan other than an Incentive Stock Option.

2.14 "Option"  means  both  a Nonqualified Stock  Option  and  an
Incentive Stock Option to purchase Meridian Stock.

2.15 "Option  Price" means the price at which Meridian Stock  may
be purchased under an Option as provided in Section    5.4.

2.16 "Participant" means a Key Employee to whom an Award has been
made under the Plan.

2.17 "Personal  Representative" means the person or persons  who,
upon    the    death,    disability,  or  incompetency    of    a
Participant,  shall have acquired, by will or  by  the  laws   of
descent  and  distribution or by other  legal  proceedings,   the
right   to   exercise  an Option or the right to  any  Restricted
Stock Award theretofore granted or made to such Participant.
2.18  "Plan"  means Meridian Insurance Group, Inc. 1996  Employee
Incentive Stock Plan.

2.19 "Reload Option" means an Option described in Section 5.7  of
the Plan.

2.20 "Restricted Stock" means Meridian Stock subject to the terms
and   conditions  of Sections 6.1 through Section  6.6   of   the
Plan.

2.21 "Restricted  Stock  Award"  means  an  Award  granted  under
Sections 6.1 through 6.6 of the Plan.

2.22 "Restriction Period" means a period of time determined under
Section  6.2  during which Restricted Stock is  subject  to   the
terms and conditions provided in Section 6.3.

2.23 "SAR" means a stock appreciation right granted under Section
5.10.

2.24 "Stock  Award" means an Award in the form of Meridian  Stock
as described under Section 6.7 of the Plan.

2.25 "Stock  Option  Agreement" means an agreement  entered  into
between a Participant and the Company under Section    5.3.

2.26 "Subsidiary"  means a corporation, domestic or foreign,  the
majority   of  the  voting stock of which is owned  directly   or
indirectly   by   the   Company  or Meridian   Mutual   Insurance
Company.

2.27 "Tandem  SAR" means a stock appreciation right described  in
Section   5.9 of the Plan.

                           ARTICLE III
                                
                         Administration
                                
3.1  Committee to Administer.  The Plan shall be administered  by
the   Committee.    The Committee shall have   full   power   and
authority   to   interpret   and administer   the   Plan  and  to
establish   and   amend    rules   and    regulations   for   its
administration.The Committee's decisions  shall   be   final  and
conclusive  with respect to the interpretation  of  the Plan  and
any Award made under it.

A   majority  of the members of the Committee shall constitute  a
quorum   for  the  conduct  of  business  at  any  meeting.   The
Committee  shall act by majority vote of the members  present  at
a  duly  convened  meeting,  which  may  include  a  meeting   by
conference telephone call held in accordance with applicable law.
Action   may   be   taken without a meeting  if  written  consent
thereto is given in accordance with applicable law.
3.2  Powers  of Committee.  (a) Subject to the provisions of  the
Plan,  the Committee shall have authority, in its discretion,  to
determine  those Key Employees who shall receive  an  Award,  the
time   or times when such Award shall be made,  and  the type  of
Award to be granted.

(b)      The     Committee   shall   determine     the     terms,
restrictions, and provisions of the agreement  relating to   each
Award,  including  such terms, restrictions, and  provisions   as
shall   be necessary  to  cause  certain options  to  qualify  as
Incentive  Stock  Options.  The Committee may correct any  defect
or  supply  any omission or  reconcile any inconsistency  in  the
Plan  or  in  any agreement relating to an Award, in such  manner
and   to the  extent the Committee shall determine in  order   to
carry  out the purpose of the plan.  The Committee  may,  in  its
discretion, accelerate (i) the date on which any Option  or   SAR
may  be  exercised,  or (ii) the  date  of termination   of   the
restrictions   applicable   to   a Restricted  Stock   Award,  if
the   Committee  determines that  to  do  so will be in the  best
interests  of  the Company and the Participants in the Plan.

                           ARTICLE IV
                                
                             Awards

4.1  Awards.  Awards shall be subject to the terms and conditions
of  the   Plan   and   to   such  other  terms   and   conditions
consistent  with  the  Plan as the Committee  deems  appropriate.
Awards   under  a particular section of the Plan  need   not   be
uniform   and   Awards  under two  or  more   sections   may   be
combined  in  one agreement.  Any combination of  Awards  may  be
granted  at  one time and on more than one occasion  to  the same
Key Employee.

4.2  Eligibility  For Awards.  An Award may be made  to  any  Key
Employee    selected   by  the  Committee.    In   making    this
selection   and   in determining the form and   amount   of   the
Award, the Committee may give consideration to the functions  and
responsibilities  of  the respective Key Employee,  his   or  her
present  and  potential contributions to  the   success   of  the
Meridian  Group, the value of his or her services to the Meridian
Group, and such other factors deemed  relevant  by the Committee.

4.3  Shares Available Under the Plan.  The Meridian Stock  to  be
offered   under   the  Plan pursuant to Options,   Tandem   SARs,
Restricted  Stock Awards, and Stock Awards may be authorized  but
unissued   Meridian  Stock or Meridian  Stock  previously  issued
and  outstanding  and  reacquired  by  the  Company. Subject   to
adjustment  under Section 7.2, no more  than   an  aggregate   of
750,000   shares  of  Meridian  Stock  shall   be  issuable  upon
exercise  of Options (including Reload Options) and  Tandem  SARs
and pursuant to Restricted Stock Awards and Stock  Awards granted
under  the  Plan.   SARs with respect  to no  more  than  250,000
shares of Meridian Stock may be granted under  Section  5.10   of
the  Plan.  Any shares  of  Meridian Stock  subject to an  Option
which  for  any reason is canceled or  terminated without  having
been  exercised, or any  shares of  Restricted  Stock  which  are
forfeited,  shall  again  be available for Awards under the Plan.
Shares  subject  to  an Option canceled upon the exercise  of  an
SAR shall not  again be available for Awards under the Plan.

                            ARTICLE V
                                
           Stock Options and Stock Appreciation Rights

5.1  Award  of  Stock Options.  The Committee may, from  time  to
time,  subject to the provisions of the Plan and such  terms  and
conditions  as  the  Committee  may  prescribe,  award  Incentive
Stock  Options  and  Nonqualified Stock   Options   to  any   Key
Employee.   Awards of Incentive Stock  Options  and  Nonqualified
Stock  Options shall be separate  and  not  in tandem.

5.2  Period  of  Option.  (a)  Unless otherwise provided  in  the
related Stock Option Agreement, an Option granted under  the Plan
shall   be   exercisable only after twelve  months  have  elapsed
from   the   date  of  grant.  After  the   twelve-month  waiting
period,   the Option may be exercised  at  any  time during   the
term of the Option, in whole or in installments, as specified  in
the  related  Stock Option Agreement.  Subject to  Section   5.6,
the  duration of each Option shall  not  be more than  ten  years
from the date of grant.

(b)   Except  as provided in Section 5.6, an Option  may  not  be
exercised  by  a  Participant  unless   such Participant is then,
and continually (except  for  sick leave,  military  service,  or
other approved  leave  of absence)  after the grant of the Option
has   been,  an employee of one of the Companies in the  Meridian
Group.

5.3  Stock Option Agreement.  Each Option shall be evidenced by a
Stock   Option   Agreement, in such form  and   containing   such
provisions not inconsistent with the provisions of the   Plan  as
the Committee from time to time shall approve.

5.4  Option  Price, Exercise, and Payment.  The Option  Price  of
Meridian  Stock  under each Option shall be  determined  by   the
Committee,  but  the Option price of Meridian  Stock   under   an
Incentive   Stock  Option shall be a price not  less   than   100
percent  of the Fair Market Value of Meridian Stock  at  the date
such   Incentive  Stock Option is granted, as determined  by  the
Committee.  Options may be exercised from time to time by  giving
written  notice    of   exercise  to   the   Treasurer   of   the
Company,  specifying the number of shares to  be  purchased.   No
Option  may   be  exercised for less than ten shares  unless  the
issue of  a  lesser  number is enough to exhaust the Option.  The
notice   of exercise shall be accompanied by payment in  full  of
the  Option  Price in cash or its equivalent,  provided, however,
that   if  the  Committee, in  its  discretion,  so provides   in
the  related  Stock Option Agreement, the  Option Price   may  be
paid  in  whole or in part through the  transfer to  the  Company
of   shares   of Meridian  Stock  previously acquired    by   the
Participant,  provided  the  shares so transferred have been held
by the Participant for  a  period of  more  than  one  year  and,
further   provided,  that  no Restricted Stock may be transferred
as  payment of the Option Price.  In the event such Option  Price
is  paid,  in whole  or in  part, with shares of Meridian  Stock,
the  portion of  the Option Price so paid shall be equal  to  the
value,  as  of   the  date  of exercise of the  Option,  of  such
shares.  The  value of  such shares shall be equal to the  number
of  such   shares multiplied  by the average of the high and  low
sales   prices  of   Meridian   Stock   quoted  on  the  National
Association   of  Securities Dealers,  Inc.  Automated  Quotation
System   on   the  trading   day  coincident  with  the  date  of
exercise   of  such Option (or the immediately preceding  trading
day  if  the  date  of  exercise  is  not a trading  day).   Such
shares  must  be delivered (along with the portion to be paid  in
cash)  within  three  days  after the date of exercise.   If  the
Participant fails  to pay the Option Price within such  three-day
period,  the   Committee shall have the right  to  take  whatever
action  it  deems appropriate, including voiding the exercise  of
the  Option.          The   Company shall not issue  or  transfer
Meridian Stock  upon exercise of an Option until the Option Price
is fully paid.

5.5   Limitations  on  Exercise of Incentive Stock  Options.  (a)
The  aggregate Fair Market value (determined as of the  time such
Option  is  granted) of Meridian Stock with   respect   to  which
Incentive Stock Options are exercisable for the first time  by  a
Key  Employee during any calendar year (under  all plans  of  the
Company, and its Subsidiaries) shall not exceed $100,000.

(b)   An Incentive Stock Option shall not be awarded  to any  Key
Employee   who,  at  the  time  of  award,  owns  Meridian  Stock
possessing  more  than ten percent of  the total combined  voting
power of all classes of stock  of the Company.

5.6  Termination  of  Employment.  (a)  If  a  Participant  shall
cease  to  be  employed by a Company in the Meridian  Group   for
reasons   other  than (i) death, (ii) discharge  for  cause,   or
(iii)   voluntary   action   of  the  Participant   without   the
written   consent   of the President of the   Company   (or   the
President's   delegate),   the  Participant   may   exercise   an
Option    at    any   time  within  three  years    after    such
termination,  to the extent of the number of shares   covered  by
such   Option  which  were  purchasable  at  the  date  of   such
termination;  provided, however, that an  Option  shall   be   so
exercisable  only  until the earlier of the  expiration  of  such
three-year period or the expiration date of such Option.

(b)  If  a Participant shall cease to be employed by a Company in
the  Meridian  Group either (i) for cause or  (ii)  by  voluntary
action  of  the  Participant without the written consent  of  the
President  of  the  Company (or the President's  delegate),   any
Options   of   such Participant shall expire   and   any   rights
thereunder shall terminate immediately.

(c)  Should  a  Participant die either while in the employ  of  a
Company   in  the  Meridian group or after termination  of   such
employment   (other  than discharge for cause  or  by   voluntary
action  of  the  Participant without the written consent  of  the
President   of  the  Company or the President's  delegate),   the
Option   rights of such deceased Participant may be exercised  by
his  or  her  Personal Representative until the earlier   of  one
year  after the Participant's death or three years after his   or
her  termination of employment to the extent of  the  number   of
shares   covered   by  such  Option  which   were purchasable  at
the date of such death except that an  Option shall  not  be   so
exercisable  on  any  date  beyond   the expiration date of  such
Option.

If   a   Participant  who was granted an Incentive  Stock  Option
should   die within thirty days prior to the expiration  date  of
such  Option,  if on the date of death the Participant  was  then
entitled   to  exercise such Option, and if  the  Option  expires
without  being  exercised, the Personal  Representative  of   the
Participant  shall receive  in  settlement  a  cash payment  from
the  Company of a sum equal to the  amount,  if any,   by   which
the   Fair Market Value (determined  on  the expiration  date  of
the  Option) of Meridian Stock subject  to the Option exceeds the
Option Price.

5.7   Reload  Option  (a) Concurrently with the award of  Options
to   a  Participant  under the Plan the Committee  may  authorize
Reload   Options  to purchase for cash or shares  a   number   of
shares   of   Meridian Stock.  The number   of   Reload   Options
shall equal:

     (i)  the number of shares of Meridian Stock used to exercise
     the underlying Options and

      (ii)  to  the  extent  authorized  by   the Committee,  the
number  of  shares of Meridian  Stock used  to  satisfy  any  tax
withholding   requirement incident   to  the  exercise   of   the
underlying  Options.  The grant of a Reload  Option  will  become
effective  upon  the exercise of underlying  Options  or   Reload
Options  through the use of  shares  of Meridian  Stock  held  by
the  optionee for at  least 12  months or such longer  period  as
determined  by the  Committee.  Notwithstanding the fact that the
underlying   option  may  be  an  Incentive    Stock  Option,   a
Reload   Option   may   qualify as an  "incentive  stock  option"
subject to Section 422 of the Internal Revenue Code of 1986.

(b)    Each   Stock  Option Agreement shall  state   whether  the
Committee  has  authorized  Reload  Options  with respect  to the
underlying Options.  Upon the  exercise of  an  underlying Option
or  other Reload  Option,  the Reload Option will be evidenced by
an amendment to  the underlying Stock Option Agreement.

(c)     The   option   price  per  share   of   Meridian    Stock
deliverable upon the exercise of a Reload Option  shall  be   the
Fair  Market  Value of a share of Meridian  Stock on   the   date
the grant of the Reload  Option  becomes effective.
(d)  Each Reload Option is fully exercisable six months from  the
effective  date  of  grant.  The term  of   each  Reload   Option
shall  be  equal to the remaining  option term of the  underlying
Option.

(e)  The  Committee  may in its discretion  limit  the number  of
Reload  exercises  available to a Participant,  or  restrict  the
availability of a Reload Option until a specified  level of stock
price appreciation occurs  in the underlying Options.

5.8  Shareholder Rights and Privileges.  A Participant shall have
no   rights   as  a shareholder with respect to any   shares   of
Meridian  Stock  covered by an Option until the  issuance  of   a
stock   certificate   to   the  Participant   representing   such
shares.

5.9  Award  of Tandem SARs.  (a)  At any time prior to six months
before  an Option's expiration date, the Committee may  award  to
the Participant a Tandem SAR related to the Option.

(b)   The   Tandem  SAR  shall represent  the  right  to  receive
payment  of an amount equal to the  amount,  if any,   by   which
the  average  of the high and  low  sales prices    of   Meridian
Stock   quoted   on   the  National Association   of   Securities
Dealers,   Inc.   Automated Quotation   System  on  the   trading
day    immediately  preceding  the  date  of  exercise   of   the
Tandem  SAR exceeds the Option Price.

(c)   Tandem  SARs shall be evidenced by either the Stock  Option
Agreement or a separate agreement  between  the Company  and  the
Participant.

(d)  A Tandem SAR shall be exercisable only at the same time  and
to  the  same  extent and subject to  the  same  conditions    as
the  Option   related   thereto    is
exercisable,    except   that  the  Committee    may    prescribe
additional  conditions and limitations on the  exercise  of   any
Tandem  SAR.   A Tandem SAR shall be transferable only  when  the
related  Option is transferable, and under the  same  conditions.
The exercise of  a  Tandem  SAR shall  cancel the related Option.
Tandem  SARs  may  be exercised  only when the value of  a  share
of   Meridian  Stock  subject to the related Option  exceeds  the
Option  Price.   Such value shall be determined in   the   manner
specified in Section 5.9(b).

(e)  A Tandem SAR shall be exercisable only by written notice  to
the Treasurer of the Company and only to  the extent   that   the
related   Option  is   exercisable. However,  a Tandem SAR  shall
in  no  event be exercisable during the first six months  of  its
term,  except  in   the  event  of death  or  disability  of  the
Participant  prior to the expiration of such six-month period.

(f)   All  Tandem SARs shall automatically be exercised  on   the
last  trading day prior to the expiration of the related  Option,
so  long  as the value  of  a  share  of Meridian  Stock  exceeds
the  Option  Price, unless  prior to   such    day   the   holder
instructs   the   Treasurer otherwise  in  writing.   Such  value
shall be  determined in the manner specified in Section 5.9(b).

(g)   Payment   of the amount to which a Participant is  entitled
upon  the  exercise of a Tandem  SAR  shall be  made   in   cash,
Meridian  Stock,  or  partly in  cash  and partly   in   Meridian
Stock,   as  the  Committee  shall determine at the time  of  the
Award.  To the extent that payment is made in Meridian Stock, the
shares shall be valued in the manner specified in Section 5.9(b).

(h)   Each Tandem SAR shall expire on a date determined  by   the
Committee  at  the  time  of  Award,  or,  if   later,  upon  the
termination of the related Option.

5.10 Stock  Appreciation Rights  (a)  Participants may be awarded
SARs   for   a   period  of five years or such   shorter   period
greater   than   six   months  as  may  be  determined   by   the
Committee (the "Designated Period").  That Designated Period  may
vary   as   among  Participants  and  as  among  Awards   to    a
Participant.   At   the   end of the   Designated   Period   with
respect  to  a  Participant, that Participant  shall  receive  an
amount   equal to the appreciation in market value of his or  her
SARs  as determined in Section 5.10(b) of the Plan.  That  amount
shall be payable in cash, Meridian Stock, or  partly in  cash and
partly  in Meridian Stock (as determined in  its sole  discretion
by the Committee).  The value of any shares of  Meridian Stock so
payable  shall  be  measured  by  the   Fair  Market   Value   of
Meridian  Stock  on  the day  on  which  the  Designated   Period
ends.     No  fractional   shares   shall  be  issued    but    a
Participant  shall  be  entitled  to  a  cash adjustment   for  a
fractional share that would  otherwise be issued.

(b)   The   market  value  of one SAR on a  valuation   date  for
purposes  of the Plan shall be considered to be the Fair   Market
Value  of  one  share of Meridian  Stock on that valuation  date.
The  market  value of SARs held by a  Participant on a  valuation
date shall be  determined by   multiplying  the  number  of  SARs
held  by  that Participant  by  the market value of one  SAR   on
that  valuation  date.  The appreciation in market  value of SARs
for purposes of determining payments to be made to a  Participant
shall  be  measured  by  determining  the market  value  of  SARs
held  by  that Participant  on  the day  on which the  Designated
Period  of those SARs  ends and  subtracting from that the market
value  of  the  same  SARs   on   the   date   awarded  to   that
Participant.   The measurement  of  appreciation  shall  be  made
separately with respect to each separate award of SARs.

(c)   The  SARs  shall  be  used  solely  as  a  device  for  the
measurement  and  determination of the  amount  to  be   paid  to
Participants.   The SARs shall not constitute or be  treated   as
property  or as a trust fund of  any  kind. All  amounts  at  any
time  attributable  to the SARs shall be   and  remain  the  sole
property  of the Company and all Participants'  rights  hereunder
are   limited   to   the  rights to receive cash  and  shares  of
Meridian Stock as provided in this Plan.

(d)   In   the  event  of  an adjustment  of  shares of  Meridian
Stock  pursuant  to  Section 7.2,  the  number  of  SARs   of   a
Participant  and  the maximum number of   SARs  and   shares   of
Meridian  Stock provided in Section  4.3 shall  be  adjusted   in
the  same  manner  as  shares of Meridian  Stock   reflected   by
those  SARs  would be adjusted.

5.11  Rules  Relating to Exercise.  In the case of a  Participant
subject  to  the restrictions of Section 16(b) of the  Securities
Exchange  Act  of 1934, as amended, no Tandem SAR, SAR  or  other
stock  appreciation right (referred to in Rule  16b-3(e)  or  any
successor  rule  under the Securities Exchange Act  of  1934,  as
amended  (collectively, a "Stock Appreciation  Right")  shall  be
exercised  except in compliance with any applicable  requirements
of  Rule  16b-3  or  any successor rule. If  a  full  or  partial
settlement in cash would result, (i) such a Participant  may  not
exercise a Stock Appreciation Right or any related Option  during
the  first six months of the term of the Stock Appreciation Right
or  Option  to  be  exercised; and (ii) such  a  Participant  may
exercise  a Stock Appreciation Right only either:  (A) during the
period beginning on the third business day following the date  of
release  of quarterly or annual summary statements of  sales  and
earnings  of  the Company and ending on the twelfth business  day
following  such date, unless a different period is  specified  by
Rule  16b-3(e)  or  any  successor  rule;  (B)  pursuant  to   an
irrevocable  election to exercise made at  least  six  months  in
advance  of  the  effective date of the election, which  election
shall  be subject to the consent or disapproval of the Committee;
or  (C)  pursuant to an election to exercise incident  to  death,
retirement, disability or termination of employment.

                           ARTICLE VI
                                
                Stock and Restricted Stock Awards

6.1  Award  of Restricted Stock.  (a)  The Committee may  make  a
Stock   Award   or  Restricted Stock  Award  or   both   to   any
Participant,   subject to this Article VI  and  to   such   other
terms and conditions as the Committee may prescribe.

(b)  Each  certificate for Restricted Stock  shall  be registered
in  the  name  of the Participant and deposited by  him  or  her,
together with a stock power endorsed in blank, with the Company.

6.2  Restriction  Period.   At the time of  making  a  Restricted
Stock   Award,  the  Committee shall establish  the   Restriction
Period    applicable   to  such  Award.    The   Committee    may
establish  different Restriction Periods from time  to  time  and
each    Restricted   Stock   Award   may   have    a    different
Restriction   Period,   in the discretion   of   the   Committee.
Restriction   Periods,  when established  for   each   Restricted
Stock   Award,   shall not be changed except  as   permitted   by
Section 6.3.

6.3  Other  Terms  and Conditions.  Meridian Stock, when  awarded
pursuant  to a Restricted Stock Award, will be represented  by  a
stock    certificate   registered   in   the   name    of     the
Participant   who  receives the Restricted  Stock  Award.    Such
certificate  shall be deposited with the Company as  provided  in
Section   6.1(b).  The Participant shall be  entitled  to receive
dividends  during the Restriction Period  and   shall  have   the
right  to  vote such Meridian Stock and  all  other shareholder's
rights,   with  the  exception  that  (i)  the Participant   will
not be entitled to delivery of  the  stock certificate during the
Restriction Period, (ii) the  Company will  retain   custody   of
the  Meridian  Stock  during  the Restriction Period, and (iii) a
breach  of  a  restriction  or a  breach   of   the   terms   and
conditions   established   by   the  Committee  pursuant  to  the
Restricted  Stock  Award  will   cause  a   forfeiture   of   the
Restricted  Stock  Award.   The   Committee  may,   in  addition,
prescribe additional restrictions, terms, or conditions  upon  or
to the Restricted Stock Award.

6.4  Restricted  Stock  Award Agreement.  Each  Restricted  Stock
Award   shall   be   evidenced  by  a  Restricted   Stock   Award
Agreement   in   such  form  and  containing   such   terms   and
conditions not inconsistent with the provisions of the   Plan  as
the Committee from time to time shall approve.

6.5  Termination of Employment.  The Committee may, in  its  sole
discretion,   establish  rules pertaining   to   the   Restricted
Stock   Award   in  the event of termination of  employment   (by
retirement,    disability,  death,    or    otherwise)    of    a
Participant   prior   to  the expiration   of   the   Restriction
Period.

6.6  Payment  for Restricted Stock.  Restricted Stock Awards  may
be   made by the Committee under which the Participant  shall not
be  required to make any payment for the Meridian  Stock or,   in
the alternative, under which the Participant,  as  a condition to
the  Restricted  Stock Award, shall pay   all   (or  any   lesser
amount than all) of the Fair Market Value of the Meridian  Stock,
determined  as  of  the date  the  Restricted  Stock   Award   is
made.   If  the latter, such purchase  price shall  be   paid  in
cash as provided in the Restricted  Stock Award Agreement.

6.7  Unrestricted Stock Award.  (a)  Grant or Right  to  Receive.
The   Committee,   in its sole discretion,  (a)   may   offer   a
Participant   who   has  earned a cash  bonus   or   other   cash
incentive  award the right to receive payment of such   bonus  or
incentive award in the form of Meridian Stock, or (b) may require
a  Participant  who  has  earned a  cash  bonus  or   other  cash
incentive   award  to take payment  of  such  bonus  or incentive
award  in  the  form of Meridian Stock.  Such   Stock  Award   of
shares  of  Meridian Stock shall be valued  at  the Fair   Market
Value   of   such  shares  on  the  date  or   dates   the   cash
compensation would otherwise be paid and shall not  be subject to
the restrictions set forth in Sections 6.1 -  6.6 of the Plan.

(b)  Participant Election.  With respect to paragraph (a) of this
Section  6.7,  the Participant shall  communicate  his choice  of
cash  or  a  Stock  Award  by  an irrevocable   written  election
delivered  to  the  Company no later  than  the  date   or  dates
specified  by  the Committee.  With  respect  to  any Participant
who is subject to Section 16 of the  Securities Exchange  Act  of
1934,   as  amended,  such  irrevocable  election  shall   become
effective  no  earlier than six months  and  one  day   following
the   date   of  the   election;  to  change  an  election   such
Participant   must   make   a  new  irrevocable  election   which
shall  be effective six months  and  one  day following the  date
of the new irrevocable election.

                           ARTICLE VII
                                
                    Miscellaneous Provisions

7.1   Nontransferability. No  Award  under  the  Plan  shall   be
transferable by the Participant otherwise than  by  will  or laws
of  descent and distribution or pursuant to a qualified  domestic
relations  order.  All Awards shall be  exercisable or   received
during  the Participant's lifetime only by  such Participant   or
his  Personal  Representative.   Any  transfer contrary  to  this
Section 7.1 will nullify the Award.

7.2  (a)   Recapitalization.  The aggregate number of  shares  of
Meridian   Stock  which may be the subject of   an   Award,   the
number  of  shares covered by each outstanding  Award,  and   the
terms thereof relating to the value of Meridian Stock, shall  all
be  proportionately adjusted for any increase or decrease in  the
number  of  issued  shares of Meridian Stock  resulting  from   a
subdivision  or  consolidation of shares or  any   other  capital
adjustment,   the  payment  of  a   share   dividend,   or  other
increase  or  decrease in the shares of Meridian  Stock  effected
without receipt of consideration by  the  Company. In  the  event
that, prior to the delivery by the Company  of the Meridian Stock
remaining   under   any  Award,  there  shall   be   a    capital
reorganization or reclassification of the Company  resulting   in
a   substitution  of  other  shares  for  common  shares,   there
shall   be  substituted  for  Meridian   Stock   the  number   of
substitute shares which would have been issued  in exchange   for
the   common  shares then remaining  under  the Award   if   such
common  shares had  been  then  issued  and outstanding.

(b)  Merger, Dissolution.  If the Company shall  enter into   any
agreement  providing  for  the  merger or consolidation   of  the
Company  with or  into  any  other person, regardless of  whether
or  not  the  Company   shall be the   surviving   or   resulting
corporation    as     a  consequence   of    such    merger    or
consolidation,    the  Company   shall    have   the   right   to
terminate    all outstanding Agreements entered into pursuant  to
Awards  and  to thereby terminate all rights of the  Participants
thereunder  on  thirty  (30)  days  written  notice    to    each
Participant;   provided,  however,  that  if  such   merger    or
consolidation is not consummated within 180  days  from the  date
of the notice, all Agreements so  terminated shall  be  deemed to
have  been  continuously  in  effect since the date of  execution
thereof.   In  the event of a dissolution or liquidation  of  the
Company, the  Company shall  give thirty (30) days written notice
thereof    to   each   Participant,  and  all  rights   of    the
Participants  under   all  outstanding  Agreements  entered  into
pursuant to  an Award shall be deemed to be terminated upon  such
dissolution or liquidation.
7.3  Amendment,  Suspension, and Termination of  Plan.   (a)  The
Board   may   suspend  or terminate the Plan   or   any   portion
thereof  at  any time, and may amend the Plan from  time  to time
in   such  respects as the Board may deem to  be   in   the  best
interests  of  the  Company; provided, however,   that   no  such
amendment  shall,  without stockholder  approval,  (i) except  as
provided  in  Section  7.2, materially increase   the  number  of
shares  of  Meridian Stock which may be issued  under  the   Plan
(ii)  materially modify the  requirements  as  to eligibility for
participation  in  the  Plan,  (iii)   materially  increase   the
benefits  accruing to Participants  under  the Plan.   (iv)  make
any  other change that would disqualify  the Plan  for   purposes
of   the  exemption  provided  by   Rule   16b3(d)(3)   of    the
Securities  and   Exchange  Commission,  (v) reduce   the  Option
Price  of  an  Incentive Stock Option  below  the   Fair   Market
Value  of Meridian Stock  on  the  day  an Incentive Stock Option
is  awarded, (vi) permit the award  of Tandem  SARs  other   than
in  tandem with  an  Option,  (vii) permit the exercise of an SAR
during  the  first  six months of its  term except  as  otherwise
provided  herein,  (viii) permit the exercise  of  an  Option  or
Tandem  SAR  without surrender of the  related   Tandem   SAR  or
Option,  respectively,  or  (ix) extend the termination  date  of
the Plan.  No such amendment, suspension,  or  termination  shall
alter   or  impair   any outstanding  Award  without the  consent
of  the  Participant affected thereby.

(b)  With  the  consent of the Participant affected thereby,  the
Committee  may  amend or modify any outstanding  Award   in   any
manner   to  the extent that the Committee would  have  had   the
authority  under  the Plan initially to grant such  Award  as  so
modified or amended, including without limitation, to change  the
date or dates as of which such Options, Tandem SARs  or SARs  may
be   exercised  or  to remove  the  restrictions   on  shares  of
Restricted Stock.

7.4  Nonuniform  Determinations.  The Committee's  determinations
under   the   Plan,   including  without  limitation,   (i)   the
determination of the Key Employees to receive  Awards,  (ii)  the
form,  amount,  and timing of such Awards, (iii)  the  terms  and
provisions    of    such   Awards  and   (iv)   the    agreements
evidencing the same, need not be uniform and may be made   by  it
selectively among Key Employees who receive, or who  are eligible
to  receive,  Awards under the Plan, whether  or   not  such  Key
Employees are similarly situated.

7.5  General  Restriction.  Each Award under the  Plan  shall  be
subject   to  the  condition that, if at any time  the  Committee
shall   determine   that   (i)  the listing,   registration,   or
qualification   of   the shares of Meridian  Stock   subject   or
related   thereto  upon any securities exchange  or   under   any
state   or  federal law, (ii) the consent or  approval   of   any
government  or  regulatory body, or (iii) an  agreement  by   the
Participant with respect thereto, is necessary or desirable, then
such  Award  shall not become exercisable in whole  or   in  part
unless   such   listing,  registration,  qualification,  consent,
approval,  or  agreement shall have been  effected   or  obtained
free  of  any  conditions not  acceptable  to  the Committee.
7.6  Securities Act of 1933.  Upon issuance of Meridian Stock  to
the   Participant,  or his heirs, the recipient  of  that   stock
shall   represent   that the shares of  stock   are   taken   for
investment    and    not   resale   and    make    those    other
representations as may be necessary to qualify the   issuance  of
the  shares  as exempt from the Securities Act of  1933   or  any
applicable    state    securities   laws     or     to     permit
registration of the shares and shall represent  that  he  or  she
shall  not  dispose  of  those  shares  in  violation   of    the
Securities  Act  of 1933.  The Company reserves  the   right   to
place  a  legend on any stock certificate issued  under  the Plan
to  assure compliance with this paragraph.  No shares of Meridian
Stock   of   the Company shall  be  required  to  be  distributed
until  the Company shall have taken such  action, if any,  as  is
then  required  to comply with the provisions of the   Securities
Act  of 1933 or any other  then  applicable securities law.

7.7  Withholding  of  Tax.   (a)  Payment by  Participant.   Each
Participant   shall, no later than the date  as  of   which   the
value   of  an  Award or of any Meridian Stock or  other  amounts
received   thereunder  first becomes includable  in   the   gross
income  of  the Participant for federal income tax purposes,  pay
to   the  Company,  or  make  arrangements  satisfactory  to  the
Committee  regarding  payment of, any federal,  state,  or  local
taxes   of   any   kind  required by law to  be   withheld   with
respect  to  such income.  The Company shall have  the  right  to
deduct any such taxes from the salary of the Participant.

(b)   Payment in Meridian Stock.  A Participant my elect  to have
such tax withholding obligation satisfied, in whole  or in  part,
by   (i)  authorizing  the Company to withhold   from  shares  of
Meridian  Stock to be issued pursuant to any  Award a  number  of
shares  with an aggregate Fair Market Value  (as of the date  the
withholding is effected) sufficient to cover the amount  required
to  be withheld, or (ii) transferring  to the Company  shares  of
Meridian   Stock   owned   by the Participant with  an  aggregate
Fair  Market  Value  (as   of   the  date   the   withholding  is
effected)  sufficient  to cover  the  amount   required   to   be
withheld.   With  respect  to  any Participant  who is subject to
Section  16 of the  Securities Exchange  Act of 1934, as amended,
the following  additional restrictions shall apply:

(A)    The   election  to  satisfy  tax   withholding obligations
relating  to  an Award in the manner permitted  by this   Section
7.7  shall be made either (1) during the period beginning  on the
third  business day following the  date  of release  of quarterly
or  annual  summary statements of  sales and  earnings   of   the
Company and ending  on  the  twelfth business day following  such
date,  or  (2) at least six months prior to the date as of  which
the  receipt  of such an  Award first becomes  a  taxable   event
for  federal  income  tax purposes;

(B)  Such election shall be irrevocable;

(C)    Such  election  shall  be  subject  to  the  consent    or
disapproval of the Committee; and
(D)     The    Meridian   Stock   withheld   to    satisfy    tax
withholding must pertain to an Award which has been held  by  the
Participant for at least six months from  the  date  of grant  of
the Award.

7.8  No  Right to Employment.  Neither the action of the  Company
in   establishing the Plan, nor any action taken by it or  by the
Board or the Committee under the Plan, nor any provision of   the
Plan, shall be construed as giving to any person the right to  be
retained  in the employ of the Company, Meridian Mutual Insurance
Company, or any Subsidiary of either.

7.9  Insofar  as  Key  Employees who are  directors  or  officers
subject   to   Section 16 of the Securities   Exchange   Act   of
1934,  as  amended, are concerned (i) the Plan  is  intended   to
comply  with  all applicable conditions of Rule  16b-3  and   its
successors;  (ii) all transactions involving  Key  Employees  who
are   directors  orofficers  are  subject  to  such   conditions,
regardless of whether such  conditions are expressly set forth in
the   Plan;   and  (iii) any  provision  of  the  Plan  that   is
contrary   to  a condition of Rule 16b-3 shall not apply  to  Key
Employees who are directors or officers.

August 23, 1996


Meridian Insurance Group, Inc.
2955 North Meridian Street
Post Office Box 1980
Indianapolis, Indiana  46206-1980

Ladies and Gentlemen:

           We have examined the corporate records and proceedings
of  Meridian  Insurance Group, Inc., an Indiana corporation  (the
"Company"),  with respect to (a) the corporate existence  of  the
Company,   and  (b)  the  legal  sufficiency  of  all   corporate
proceedings  of  the  Company  taken  in  connection   with   the
authorization,   reservation   for   issuance,    validity    and
nonassessability of the 750,000 Common Shares, without par value,
of  the  Company ("Common Shares"), that may be issued under  the
Company's  1996  Employee  Incentive  Stock  Plan  (the  "Plan"),
pursuant to the Company's Registration Statement on Form S-8 (the
"Registration Statement"), in connection with which this  opinion
is given.

           As to facts relevant to the opinions expressed herein,
we  have  relied upon certificates, statements or representations
of  officers of the Company, public officials and others, without
any  independent verification thereof.  The law  covered  by  the
opinions  expressed herein is limited to the federal law  of  the
United States and the law of the State of Indiana.

          Based upon the foregoing, we are of the opinion that:

     1.   The Company is existing as a corporation under the laws
of the State of Indiana.

      2.    When  the  Registration Statement shall  have  become
effective  and  the Common Shares offered pursuant  thereto  have
been  issued and sold in accordance with the terms of  the  Plan,
such shares will be validly authorized, legally issued, and fully
paid and nonassessable.

           We consent to the filing of this opinion as an exhibit
to  the Registration Statement. In giving such consent, we do not
admit  that we come within the category of persons whose  consent
is  required under Section 7 of the Securities Act of 1933 or the
rules  or  regulations of the Securities and Exchange  Commission
thereunder.

                              Yours very truly,

                              BAKER & DANIELS

                              By: /s/ Tibor D. Klopfer
                                  Tibor D. Klopfer

                           Exhibit 5






Consent of Independent Public Accountants

We  consent  to  the incorporation by reference  in  Registration
Statement  on Form S-8 of Meridian Insurance Group, Inc.  of  our
report,   dated  February  16,  1996,  on  our  audits   of   the
consolidated   financial  statements  and   financial   statement
schedules  of  Meridian Insurance Group, Inc. as of December  31,
1995,  and  1994 and for each of the three years  in  the  period
ended  December 31, 1995, which report is included in the  Annual
Report on Form 10-K.


                                        /s/ Coopers & Lybrand L.L.P.
                                        Coopers & Lybrand L.L.P.



Indianapolis, Indiana
August 27, 1996 (must be dated within three days of actual
filing).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 62333}]
{"company-data": {"conformed-name": "MERIDIAN INSURANCE GROUP INC", "cik": "0000809801", "assigned-sic": "6331", "irs-number": "351689161", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10947", "film-number": "96622186"}, "business-address": {"street1": "2955 N MERIDIAN ST", "street2": "PO BOX 1980", "city": "INDIANAPOLIS", "state": "IN", "zip": "46206-1980", "phone": "3179278100"}, "mail-address": {"street1": "P.O. BOX 1980", "city": "INDIANAPOLIS", "state": "IN", "zip": "46206-1980"}}
As filed with the Commission on August 28, 1996
                                    Registration No. 333-_____
=================================================================

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                       _________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             Under
                   The Securities Act of 1933
                   __________________________

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

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

   2955 North Meridian Street                          46206-1980
      Post Office Box 1980                             (Zip Code)
      Indianapolis, Indiana
(Address of Principal Executive Offices)
                          ____________

                 MERIDIAN INSURANCE GROUP, INC.
               1996 EMPLOYEE INCENTIVE STOCK PLAN
                    (Full title of the plan)

                        J. Mark McKinzie
                 Meridian Insurance Group, Inc.
                   2955 North Meridian Street
                      Post Office Box 1980
                Indianapolis, Indiana 46206-1980
            (Name and address of agent for service)

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

                           Copies to:
                        Tibor D. Klopfer
                        Baker & Daniels
                   300 North Meridian Street
                           Suite 2700
                  Indianapolis, Indiana 46204
                        _______________

                CALCULATION OF REGISTRATION FEE
_________________________________________________________________

Title of     Amount to be  Proposed  Proposed  Amount of
Securities   Registered*    Maximum  Maximum   Registration
to be                      Offering  Aggregate Fee*
Registered                 Price     Offering
                           Per Share*  Price*
_________________________________________________________________

Common Shares,   750,000
without par      Shares    $14.125  $10,593,750   $3,653
value
_________________________________________________________________

*Calculated pursuant to Rule 457(c) and (h) based upon the
average of the high and low prices for the Common Shares, as
reported on the Nasdaq National Market System on August 23, 1996.
_________________________________________________________________

                            FORM S-8
                  Registration Statement Under
                   The Securities Act of 1933

                 MERIDIAN INSURANCE GROUP, INC.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The Company's Annual Report on Form 10-K for the year ended
December  31,  1995 (File No. 0-11413), and the  information  set
forth  under the caption "Description of Registrant's  Securities
to  be  Registered"  in the Company's Registration  Statement  on
Form  8-A  filed  pursuant  to Section 12(g)  of  the  Securities
Exchange  Act  of 1934 (the "Exchange Act") (File  No.  0-11413),
including  any  amendments or reports filed for  the  purpose  of
updating  such description, are incorporated herein by reference.
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal year for which  audited
financial statements are contained in the annual report described
above  are incorporated herein by reference.  All documents filed
by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the  Exchange  Act  after  the  date  hereof  and  prior  to  the
termination  of  the  offering of the securities  offered  hereby
shall be deemed to be incorporated by reference herein and to  be
a  part hereof from the date of filing of such documents with the
Commission.  The Company will promptly provide without charge  to
each  person to whom a prospectus is delivered, a copy of any  or
all  information that has been incorporated herein  by  reference
(not  including exhibits to the information that is  incorporated
by  reference  unless such exhibits are specifically incorporated
by  reference  into such information), upon the written  or  oral
request  of such person directed to the Secretary of the  Company
at  its  principal  offices,  2955 North  Meridian  Street,  P.O.
Box 1980, Indianapolis, Indiana 46206.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

Item 8.  Exhibits

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

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are

     
being  made,  a  post-effective amendment  to  this  registration
statement 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;

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

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

      The  undersigned  registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each  filing  of  the  registrant's  annual  report  pursuant  to
Section  13(a) or Section 15(d) of the Exchange Act  (and,  where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  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.

      The undersigned registrant hereby undertakes to deliver  or
cause to be delivered with the prospectus, to each person to whom
the  prospectus  is sent or given, the latest  annual  report  to
security  holders  that  is  incorporated  by  reference  in  the
prospectus and furnished pursuant to and meeting the requirements
of  Rule  14a-3 or Rule 14c-3 under the Exchange Act; and,  where
interim  financial  information  required  to  be  presented   by
Article  3 of Regulation S-X are not set forth in the prospectus,
to  deliver, or cause to be delivered to each person to whom  the
prospectus is sent or given, the latest quarterly report that  is
specifically  incorporated  by reference  in  the  prospectus  to
provide such interim financial information.

     Insofar as indemnification for liabilities arising under the
Securities  Act  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
Securities  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 Securities 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 City of Indianapolis, State of  Indiana,  on
August 27, 1996. 

                              MERIDIAN INSURANCE GROUP, INC.

                              By:/s/ Norma J. Oman
                                 Norma J. Oman,
                                 President and Chief Executive
                                 Officer

                       POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement  has  been  signed  below  by   the
following  persons in the capacities and on the dates  indicated.
Each  person  whose  signature appears below  hereby  constitutes
Norma  J. Oman and Steven R. Hazelbaker, and each of them singly,
such  person's true and lawful attorneys, with full power to them
and  each  of  them to sign for such person and in such  person's
name and capacity indicated below, any and all amendments to this
registration  statement,  hereby ratifying  and  confirming  such
person's signature as it may be signed by said attorneys  to  any
and all amendments.

   Signature                   Title                      Date

/s/ Norma J. Oman             President, Chief        August 27, 1996
Norma J. Oman                 Executive Officer
                              and Director (Principal
                              Executive Officer)

/s/ Steven R. Hazelbaker      Vice President, Chief   August 27, 1996
Steven R. Hazelbaker          Financial Officer &
                              Treasurer(Principal
                              Financial and
                              Accounting Officer)

/s/ Joseph D. Barnette, Jr.   Director                August 27, 1996
Joseph D. Barnette, Jr.

/s/ John T. Hackett           Director                August 27, 1996
John T. Hackett

/s/ Ramon L. Humke            Director                August 27, 1996
Ramon L. Humke

/s/ Sarah W. Rowland_         Director                August 27, 1996
Sarah W. Rowland

/s/ Van P. Smith              Director                August 27, 1996
Van P. Smith

/s/ Harold C. McCarthy_       Director                August 27, 1996
Harold C. McCarthy

/s/ Thomas H. Sams            Director               August 27, 1996
Thomas H. Sams

/S/ David M. Kirr             Director               August 27, 1996
David M. Kirr
                       
                       
                       INDEX TO EXHIBITS
                        
Exhibit No.          Description of Exhibit             Page Number
                                                        This Filing
_____________________________________________________________________

     4(C)      1996 Employee Incentive Stock Plan

     5         Opinion of Baker & Daniels as to the legality of
                the securities being registered

     23 (A)    Written Consent of Coopers & Lybrand, L.L.P.

     23 (B)    Written Consent of Baker & Daniels (contained in
                their opinion filed as Exhibit 5)

                  MERIDIAN INSURANCE GROUP INC.
               1996 EMPLOYEE INCENTIVE STOCK PLAN

                            ARTICLE I

                   Purpose and Effective Date

1.1.  Purpose.  The purpose of the Plan is to provide   financial
incentives  for  selected Key Employees of  the  Meridian  Group,
thereby  promoting the long-term growth and financial success  of
the    Meridian   Group   by   (i)  attracting   and    retaining
employees   of   outstanding ability,  (ii)   strengthening   the
Meridian  Group's capability to develop, maintain, and  direct  a
competent   management team, (iii) providing an  effective  means
for   selected Key Employees to acquire  and  maintain  ownership
of  Meridian  Stock, (iv) motivating Key  Employees  to   achieve
long-range performance goals and objectives, and (v)    providing
incentive    compensation   opportunities competitive with  those
of other major corporations.

1.2. Effective  Date and Expiration of Plan.  The Plan  shall  be
effective   May   8,  1996.  Unless earlier terminated   by   the
Board  pursuant to Section 7.3 the Plan shall  terminate  on  the
tenth anniversary of its Effective Date.  No Award shall be  made
pursuant to the Plan after its termination date, but Awards  made
prior to the termination date may extend beyond that date.

                           ARTICLE II
                                
                           Definitions

The  following words and phrases, as used in the Plan, shall have
these meanings:

2.1  "Award"  means  individually or  collectively,  any  Option,
Tandem SAR, SAR, or Stock or Restricted Stock Award.

2.2  "Board" means the Board of Directors of the Company.

2.3  "Code" means the Internal Revenue Code of 1986, as amended.

2.4  "Committee" means a committee of not less than three persons
appointed  by  the Board from the Compensation Committee  of  the
Board or from the Executive Committee of the Board, each of  whom
shall be a Disinterested Person.

2.5  "Company"  means  Meridian Insurance  Group,  Inc.  and  its
successors and assigns.

2.6  "Disinterested  Person" means any person who,  at  the  time
discretion  under the Plan is exercised, meets the definition  of
a  "disinterested  person" in Rule 16b-3  promulgated  under  the
Securities  Exchange  Act  of  1934,  as  amended,    and    then
applicable to the Company.

2.7  "Effective Date" means May 8, 1996.

2.8  "Fair  Market  Value"  means, as of any specified  date,  an
amount  equal to the mean between the reported high and  low  bid
prices  of Meridian Stock on the specified date  on  the National
Association  of  Securities Dealers,  Inc.   Automated  Quotation
System or any system then in use, or, if  no  such quotation   is
available,  the  fair  market  value  on  the specified  date  of
the  share  of  such stock as determined  by the  Board  in  good
faith, and at such time as the shares are traded  on the National
Market System the price for purposes of  this paragraph shall  be
the last reported sales price on the specified date.

2.9  "Incentive Stock Option" means an option within the  meaning
of Section 422(b) of the Code.

2.10 "Key Employee" means an employee of one of the Companies  in
the   Meridian   Group   who  occupies a responsible   executive,
managerial,     insurance   professional,    or    administrative
position   and   who   has the capacity to  contribute   to   the
success of the Meridian Group.

2.11 "Meridian  Group"  means  the  Company  and  each  of   its'
subsidiaries  and  Meridian Mutual Insurance  Company,   on   and
after the Effective Date.

2.12 "Meridian Stock" means common shares of the Company.

2.13 "Nonqualified  Stock Option" means an Option  granted  under
the Plan other than an Incentive Stock Option.

2.14 "Option"  means  both  a Nonqualified Stock  Option  and  an
Incentive Stock Option to purchase Meridian Stock.

2.15 "Option  Price" means the price at which Meridian Stock  may
be purchased under an Option as provided in Section    5.4.

2.16 "Participant" means a Key Employee to whom an Award has been
made under the Plan.

2.17 "Personal  Representative" means the person or persons  who,
upon    the    death,    disability,  or  incompetency    of    a
Participant,  shall have acquired, by will or  by  the  laws   of
descent  and  distribution or by other  legal  proceedings,   the
right   to   exercise  an Option or the right to  any  Restricted
Stock Award theretofore granted or made to such Participant.
2.18  "Plan"  means Meridian Insurance Group, Inc. 1996  Employee
Incentive Stock Plan.

2.19 "Reload Option" means an Option described in Section 5.7  of
the Plan.

2.20 "Restricted Stock" means Meridian Stock subject to the terms
and   conditions  of Sections 6.1 through Section  6.6   of   the
Plan.

2.21 "Restricted  Stock  Award"  means  an  Award  granted  under
Sections 6.1 through 6.6 of the Plan.

2.22 "Restriction Period" means a period of time determined under
Section  6.2  during which Restricted Stock is  subject  to   the
terms and conditions provided in Section 6.3.

2.23 "SAR" means a stock appreciation right granted under Section
5.10.

2.24 "Stock  Award" means an Award in the form of Meridian  Stock
as described under Section 6.7 of the Plan.

2.25 "Stock  Option  Agreement" means an agreement  entered  into
between a Participant and the Company under Section    5.3.

2.26 "Subsidiary"  means a corporation, domestic or foreign,  the
majority   of  the  voting stock of which is owned  directly   or
indirectly   by   the   Company  or Meridian   Mutual   Insurance
Company.

2.27 "Tandem  SAR" means a stock appreciation right described  in
Section   5.9 of the Plan.

                           ARTICLE III
                                
                         Administration
                                
3.1  Committee to Administer.  The Plan shall be administered  by
the   Committee.    The Committee shall have   full   power   and
authority   to   interpret   and administer   the   Plan  and  to
establish   and   amend    rules   and    regulations   for   its
administration.The Committee's decisions  shall   be   final  and
conclusive  with respect to the interpretation  of  the Plan  and
any Award made under it.

A   majority  of the members of the Committee shall constitute  a
quorum   for  the  conduct  of  business  at  any  meeting.   The
Committee  shall act by majority vote of the members  present  at
a  duly  convened  meeting,  which  may  include  a  meeting   by
conference telephone call held in accordance with applicable law.
Action   may   be   taken without a meeting  if  written  consent
thereto is given in accordance with applicable law.
3.2  Powers  of Committee.  (a) Subject to the provisions of  the
Plan,  the Committee shall have authority, in its discretion,  to
determine  those Key Employees who shall receive  an  Award,  the
time   or times when such Award shall be made,  and  the type  of
Award to be granted.

(b)      The     Committee   shall   determine     the     terms,
restrictions, and provisions of the agreement  relating to   each
Award,  including  such terms, restrictions, and  provisions   as
shall   be necessary  to  cause  certain options  to  qualify  as
Incentive  Stock  Options.  The Committee may correct any  defect
or  supply  any omission or  reconcile any inconsistency  in  the
Plan  or  in  any agreement relating to an Award, in such  manner
and   to the  extent the Committee shall determine in  order   to
carry  out the purpose of the plan.  The Committee  may,  in  its
discretion, accelerate (i) the date on which any Option  or   SAR
may  be  exercised,  or (ii) the  date  of termination   of   the
restrictions   applicable   to   a Restricted  Stock   Award,  if
the   Committee  determines that  to  do  so will be in the  best
interests  of  the Company and the Participants in the Plan.

                           ARTICLE IV
                                
                             Awards

4.1  Awards.  Awards shall be subject to the terms and conditions
of  the   Plan   and   to   such  other  terms   and   conditions
consistent  with  the  Plan as the Committee  deems  appropriate.
Awards   under  a particular section of the Plan  need   not   be
uniform   and   Awards  under two  or  more   sections   may   be
combined  in  one agreement.  Any combination of  Awards  may  be
granted  at  one time and on more than one occasion  to  the same
Key Employee.

4.2  Eligibility  For Awards.  An Award may be made  to  any  Key
Employee    selected   by  the  Committee.    In   making    this
selection   and   in determining the form and   amount   of   the
Award, the Committee may give consideration to the functions  and
responsibilities  of  the respective Key Employee,  his   or  her
present  and  potential contributions to  the   success   of  the
Meridian  Group, the value of his or her services to the Meridian
Group, and such other factors deemed  relevant  by the Committee.

4.3  Shares Available Under the Plan.  The Meridian Stock  to  be
offered   under   the  Plan pursuant to Options,   Tandem   SARs,
Restricted  Stock Awards, and Stock Awards may be authorized  but
unissued   Meridian  Stock or Meridian  Stock  previously  issued
and  outstanding  and  reacquired  by  the  Company. Subject   to
adjustment  under Section 7.2, no more  than   an  aggregate   of
750,000   shares  of  Meridian  Stock  shall   be  issuable  upon
exercise  of Options (including Reload Options) and  Tandem  SARs
and pursuant to Restricted Stock Awards and Stock  Awards granted
under  the  Plan.   SARs with respect  to no  more  than  250,000
shares of Meridian Stock may be granted under  Section  5.10   of
the  Plan.  Any shares  of  Meridian Stock  subject to an  Option
which  for  any reason is canceled or  terminated without  having
been  exercised, or any  shares of  Restricted  Stock  which  are
forfeited,  shall  again  be available for Awards under the Plan.
Shares  subject  to  an Option canceled upon the exercise  of  an
SAR shall not  again be available for Awards under the Plan.

                            ARTICLE V
                                
           Stock Options and Stock Appreciation Rights

5.1  Award  of  Stock Options.  The Committee may, from  time  to
time,  subject to the provisions of the Plan and such  terms  and
conditions  as  the  Committee  may  prescribe,  award  Incentive
Stock  Options  and  Nonqualified Stock   Options   to  any   Key
Employee.   Awards of Incentive Stock  Options  and  Nonqualified
Stock  Options shall be separate  and  not  in tandem.

5.2  Period  of  Option.  (a)  Unless otherwise provided  in  the
related Stock Option Agreement, an Option granted under  the Plan
shall   be   exercisable only after twelve  months  have  elapsed
from   the   date  of  grant.  After  the   twelve-month  waiting
period,   the Option may be exercised  at  any  time during   the
term of the Option, in whole or in installments, as specified  in
the  related  Stock Option Agreement.  Subject to  Section   5.6,
the  duration of each Option shall  not  be more than  ten  years
from the date of grant.

(b)   Except  as provided in Section 5.6, an Option  may  not  be
exercised  by  a  Participant  unless   such Participant is then,
and continually (except  for  sick leave,  military  service,  or
other approved  leave  of absence)  after the grant of the Option
has   been,  an employee of one of the Companies in the  Meridian
Group.

5.3  Stock Option Agreement.  Each Option shall be evidenced by a
Stock   Option   Agreement, in such form  and   containing   such
provisions not inconsistent with the provisions of the   Plan  as
the Committee from time to time shall approve.

5.4  Option  Price, Exercise, and Payment.  The Option  Price  of
Meridian  Stock  under each Option shall be  determined  by   the
Committee,  but  the Option price of Meridian  Stock   under   an
Incentive   Stock  Option shall be a price not  less   than   100
percent  of the Fair Market Value of Meridian Stock  at  the date
such   Incentive  Stock Option is granted, as determined  by  the
Committee.  Options may be exercised from time to time by  giving
written  notice    of   exercise  to   the   Treasurer   of   the
Company,  specifying the number of shares to  be  purchased.   No
Option  may   be  exercised for less than ten shares  unless  the
issue of  a  lesser  number is enough to exhaust the Option.  The
notice   of exercise shall be accompanied by payment in  full  of
the  Option  Price in cash or its equivalent,  provided, however,
that   if  the  Committee, in  its  discretion,  so provides   in
the  related  Stock Option Agreement, the  Option Price   may  be
paid  in  whole or in part through the  transfer to  the  Company
of   shares   of Meridian  Stock  previously acquired    by   the
Participant,  provided  the  shares so transferred have been held
by the Participant for  a  period of  more  than  one  year  and,
further   provided,  that  no Restricted Stock may be transferred
as  payment of the Option Price.  In the event such Option  Price
is  paid,  in whole  or in  part, with shares of Meridian  Stock,
the  portion of  the Option Price so paid shall be equal  to  the
value,  as  of   the  date  of exercise of the  Option,  of  such
shares.  The  value of  such shares shall be equal to the  number
of  such   shares multiplied  by the average of the high and  low
sales   prices  of   Meridian   Stock   quoted  on  the  National
Association   of  Securities Dealers,  Inc.  Automated  Quotation
System   on   the  trading   day  coincident  with  the  date  of
exercise   of  such Option (or the immediately preceding  trading
day  if  the  date  of  exercise  is  not a trading  day).   Such
shares  must  be delivered (along with the portion to be paid  in
cash)  within  three  days  after the date of exercise.   If  the
Participant fails  to pay the Option Price within such  three-day
period,  the   Committee shall have the right  to  take  whatever
action  it  deems appropriate, including voiding the exercise  of
the  Option.          The   Company shall not issue  or  transfer
Meridian Stock  upon exercise of an Option until the Option Price
is fully paid.

5.5   Limitations  on  Exercise of Incentive Stock  Options.  (a)
The  aggregate Fair Market value (determined as of the  time such
Option  is  granted) of Meridian Stock with   respect   to  which
Incentive Stock Options are exercisable for the first time  by  a
Key  Employee during any calendar year (under  all plans  of  the
Company, and its Subsidiaries) shall not exceed $100,000.

(b)   An Incentive Stock Option shall not be awarded  to any  Key
Employee   who,  at  the  time  of  award,  owns  Meridian  Stock
possessing  more  than ten percent of  the total combined  voting
power of all classes of stock  of the Company.

5.6  Termination  of  Employment.  (a)  If  a  Participant  shall
cease  to  be  employed by a Company in the Meridian  Group   for
reasons   other  than (i) death, (ii) discharge  for  cause,   or
(iii)   voluntary   action   of  the  Participant   without   the
written   consent   of the President of the   Company   (or   the
President's   delegate),   the  Participant   may   exercise   an
Option    at    any   time  within  three  years    after    such
termination,  to the extent of the number of shares   covered  by
such   Option  which  were  purchasable  at  the  date  of   such
termination;  provided, however, that an  Option  shall   be   so
exercisable  only  until the earlier of the  expiration  of  such
three-year period or the expiration date of such Option.

(b)  If  a Participant shall cease to be employed by a Company in
the  Meridian  Group either (i) for cause or  (ii)  by  voluntary
action  of  the  Participant without the written consent  of  the
President  of  the  Company (or the President's  delegate),   any
Options   of   such Participant shall expire   and   any   rights
thereunder shall terminate immediately.

(c)  Should  a  Participant die either while in the employ  of  a
Company   in  the  Meridian group or after termination  of   such
employment   (other  than discharge for cause  or  by   voluntary
action  of  the  Participant without the written consent  of  the
President   of  the  Company or the President's  delegate),   the
Option   rights of such deceased Participant may be exercised  by
his  or  her  Personal Representative until the earlier   of  one
year  after the Participant's death or three years after his   or
her  termination of employment to the extent of  the  number   of
shares   covered   by  such  Option  which   were purchasable  at
the date of such death except that an  Option shall  not  be   so
exercisable  on  any  date  beyond   the expiration date of  such
Option.

If   a   Participant  who was granted an Incentive  Stock  Option
should   die within thirty days prior to the expiration  date  of
such  Option,  if on the date of death the Participant  was  then
entitled   to  exercise such Option, and if  the  Option  expires
without  being  exercised, the Personal  Representative  of   the
Participant  shall receive  in  settlement  a  cash payment  from
the  Company of a sum equal to the  amount,  if any,   by   which
the   Fair Market Value (determined  on  the expiration  date  of
the  Option) of Meridian Stock subject  to the Option exceeds the
Option Price.

5.7   Reload  Option  (a) Concurrently with the award of  Options
to   a  Participant  under the Plan the Committee  may  authorize
Reload   Options  to purchase for cash or shares  a   number   of
shares   of   Meridian Stock.  The number   of   Reload   Options
shall equal:

     (i)  the number of shares of Meridian Stock used to exercise
     the underlying Options and

      (ii)  to  the  extent  authorized  by   the Committee,  the
number  of  shares of Meridian  Stock used  to  satisfy  any  tax
withholding   requirement incident   to  the  exercise   of   the
underlying  Options.  The grant of a Reload  Option  will  become
effective  upon  the exercise of underlying  Options  or   Reload
Options  through the use of  shares  of Meridian  Stock  held  by
the  optionee for at  least 12  months or such longer  period  as
determined  by the  Committee.  Notwithstanding the fact that the
underlying   option  may  be  an  Incentive    Stock  Option,   a
Reload   Option   may   qualify as an  "incentive  stock  option"
subject to Section 422 of the Internal Revenue Code of 1986.

(b)    Each   Stock  Option Agreement shall  state   whether  the
Committee  has  authorized  Reload  Options  with respect  to the
underlying Options.  Upon the  exercise of  an  underlying Option
or  other Reload  Option,  the Reload Option will be evidenced by
an amendment to  the underlying Stock Option Agreement.

(c)     The   option   price  per  share   of   Meridian    Stock
deliverable upon the exercise of a Reload Option  shall  be   the
Fair  Market  Value of a share of Meridian  Stock on   the   date
the grant of the Reload  Option  becomes effective.
(d)  Each Reload Option is fully exercisable six months from  the
effective  date  of  grant.  The term  of   each  Reload   Option
shall  be  equal to the remaining  option term of the  underlying
Option.

(e)  The  Committee  may in its discretion  limit  the number  of
Reload  exercises  available to a Participant,  or  restrict  the
availability of a Reload Option until a specified  level of stock
price appreciation occurs  in the underlying Options.

5.8  Shareholder Rights and Privileges.  A Participant shall have
no   rights   as  a shareholder with respect to any   shares   of
Meridian  Stock  covered by an Option until the  issuance  of   a
stock   certificate   to   the  Participant   representing   such
shares.

5.9  Award  of Tandem SARs.  (a)  At any time prior to six months
before  an Option's expiration date, the Committee may  award  to
the Participant a Tandem SAR related to the Option.

(b)   The   Tandem  SAR  shall represent  the  right  to  receive
payment  of an amount equal to the  amount,  if any,   by   which
the  average  of the high and  low  sales prices    of   Meridian
Stock   quoted   on   the  National Association   of   Securities
Dealers,   Inc.   Automated Quotation   System  on  the   trading
day    immediately  preceding  the  date  of  exercise   of   the
Tandem  SAR exceeds the Option Price.

(c)   Tandem  SARs shall be evidenced by either the Stock  Option
Agreement or a separate agreement  between  the Company  and  the
Participant.

(d)  A Tandem SAR shall be exercisable only at the same time  and
to  the  same  extent and subject to  the  same  conditions    as
the  Option   related   thereto    is
exercisable,    except   that  the  Committee    may    prescribe
additional  conditions and limitations on the  exercise  of   any
Tandem  SAR.   A Tandem SAR shall be transferable only  when  the
related  Option is transferable, and under the  same  conditions.
The exercise of  a  Tandem  SAR shall  cancel the related Option.
Tandem  SARs  may  be exercised  only when the value of  a  share
of   Meridian  Stock  subject to the related Option  exceeds  the
Option  Price.   Such value shall be determined in   the   manner
specified in Section 5.9(b).

(e)  A Tandem SAR shall be exercisable only by written notice  to
the Treasurer of the Company and only to  the extent   that   the
related   Option  is   exercisable. However,  a Tandem SAR  shall
in  no  event be exercisable during the first six months  of  its
term,  except  in   the  event  of death  or  disability  of  the
Participant  prior to the expiration of such six-month period.

(f)   All  Tandem SARs shall automatically be exercised  on   the
last  trading day prior to the expiration of the related  Option,
so  long  as the value  of  a  share  of Meridian  Stock  exceeds
the  Option  Price, unless  prior to   such    day   the   holder
instructs   the   Treasurer otherwise  in  writing.   Such  value
shall be  determined in the manner specified in Section 5.9(b).

(g)   Payment   of the amount to which a Participant is  entitled
upon  the  exercise of a Tandem  SAR  shall be  made   in   cash,
Meridian  Stock,  or  partly in  cash  and partly   in   Meridian
Stock,   as  the  Committee  shall determine at the time  of  the
Award.  To the extent that payment is made in Meridian Stock, the
shares shall be valued in the manner specified in Section 5.9(b).

(h)   Each Tandem SAR shall expire on a date determined  by   the
Committee  at  the  time  of  Award,  or,  if   later,  upon  the
termination of the related Option.

5.10 Stock  Appreciation Rights  (a)  Participants may be awarded
SARs   for   a   period  of five years or such   shorter   period
greater   than   six   months  as  may  be  determined   by   the
Committee (the "Designated Period").  That Designated Period  may
vary   as   among  Participants  and  as  among  Awards   to    a
Participant.   At   the   end of the   Designated   Period   with
respect  to  a  Participant, that Participant  shall  receive  an
amount   equal to the appreciation in market value of his or  her
SARs  as determined in Section 5.10(b) of the Plan.  That  amount
shall be payable in cash, Meridian Stock, or  partly in  cash and
partly  in Meridian Stock (as determined in  its sole  discretion
by the Committee).  The value of any shares of  Meridian Stock so
payable  shall  be  measured  by  the   Fair  Market   Value   of
Meridian  Stock  on  the day  on  which  the  Designated   Period
ends.     No  fractional   shares   shall  be  issued    but    a
Participant  shall  be  entitled  to  a  cash adjustment   for  a
fractional share that would  otherwise be issued.

(b)   The   market  value  of one SAR on a  valuation   date  for
purposes  of the Plan shall be considered to be the Fair   Market
Value  of  one  share of Meridian  Stock on that valuation  date.
The  market  value of SARs held by a  Participant on a  valuation
date shall be  determined by   multiplying  the  number  of  SARs
held  by  that Participant  by  the market value of one  SAR   on
that  valuation  date.  The appreciation in market  value of SARs
for purposes of determining payments to be made to a  Participant
shall  be  measured  by  determining  the market  value  of  SARs
held  by  that Participant  on  the day  on which the  Designated
Period  of those SARs  ends and  subtracting from that the market
value  of  the  same  SARs   on   the   date   awarded  to   that
Participant.   The measurement  of  appreciation  shall  be  made
separately with respect to each separate award of SARs.

(c)   The  SARs  shall  be  used  solely  as  a  device  for  the
measurement  and  determination of the  amount  to  be   paid  to
Participants.   The SARs shall not constitute or be  treated   as
property  or as a trust fund of  any  kind. All  amounts  at  any
time  attributable  to the SARs shall be   and  remain  the  sole
property  of the Company and all Participants'  rights  hereunder
are   limited   to   the  rights to receive cash  and  shares  of
Meridian Stock as provided in this Plan.

(d)   In   the  event  of  an adjustment  of  shares of  Meridian
Stock  pursuant  to  Section 7.2,  the  number  of  SARs   of   a
Participant  and  the maximum number of   SARs  and   shares   of
Meridian  Stock provided in Section  4.3 shall  be  adjusted   in
the  same  manner  as  shares of Meridian  Stock   reflected   by
those  SARs  would be adjusted.

5.11  Rules  Relating to Exercise.  In the case of a  Participant
subject  to  the restrictions of Section 16(b) of the  Securities
Exchange  Act  of 1934, as amended, no Tandem SAR, SAR  or  other
stock  appreciation right (referred to in Rule  16b-3(e)  or  any
successor  rule  under the Securities Exchange Act  of  1934,  as
amended  (collectively, a "Stock Appreciation  Right")  shall  be
exercised  except in compliance with any applicable  requirements
of  Rule  16b-3  or  any successor rule. If  a  full  or  partial
settlement in cash would result, (i) such a Participant  may  not
exercise a Stock Appreciation Right or any related Option  during
the  first six months of the term of the Stock Appreciation Right
or  Option  to  be  exercised; and (ii) such  a  Participant  may
exercise  a Stock Appreciation Right only either:  (A) during the
period beginning on the third business day following the date  of
release  of quarterly or annual summary statements of  sales  and
earnings  of  the Company and ending on the twelfth business  day
following  such date, unless a different period is  specified  by
Rule  16b-3(e)  or  any  successor  rule;  (B)  pursuant  to   an
irrevocable  election to exercise made at  least  six  months  in
advance  of  the  effective date of the election, which  election
shall  be subject to the consent or disapproval of the Committee;
or  (C)  pursuant to an election to exercise incident  to  death,
retirement, disability or termination of employment.

                           ARTICLE VI
                                
                Stock and Restricted Stock Awards

6.1  Award  of Restricted Stock.  (a)  The Committee may  make  a
Stock   Award   or  Restricted Stock  Award  or   both   to   any
Participant,   subject to this Article VI  and  to   such   other
terms and conditions as the Committee may prescribe.

(b)  Each  certificate for Restricted Stock  shall  be registered
in  the  name  of the Participant and deposited by  him  or  her,
together with a stock power endorsed in blank, with the Company.

6.2  Restriction  Period.   At the time of  making  a  Restricted
Stock   Award,  the  Committee shall establish  the   Restriction
Period    applicable   to  such  Award.    The   Committee    may
establish  different Restriction Periods from time  to  time  and
each    Restricted   Stock   Award   may   have    a    different
Restriction   Period,   in the discretion   of   the   Committee.
Restriction   Periods,  when established  for   each   Restricted
Stock   Award,   shall not be changed except  as   permitted   by
Section 6.3.

6.3  Other  Terms  and Conditions.  Meridian Stock, when  awarded
pursuant  to a Restricted Stock Award, will be represented  by  a
stock    certificate   registered   in   the   name    of     the
Participant   who  receives the Restricted  Stock  Award.    Such
certificate  shall be deposited with the Company as  provided  in
Section   6.1(b).  The Participant shall be  entitled  to receive
dividends  during the Restriction Period  and   shall  have   the
right  to  vote such Meridian Stock and  all  other shareholder's
rights,   with  the  exception  that  (i)  the Participant   will
not be entitled to delivery of  the  stock certificate during the
Restriction Period, (ii) the  Company will  retain   custody   of
the  Meridian  Stock  during  the Restriction Period, and (iii) a
breach  of  a  restriction  or a  breach   of   the   terms   and
conditions   established   by   the  Committee  pursuant  to  the
Restricted  Stock  Award  will   cause  a   forfeiture   of   the
Restricted  Stock  Award.   The   Committee  may,   in  addition,
prescribe additional restrictions, terms, or conditions  upon  or
to the Restricted Stock Award.

6.4  Restricted  Stock  Award Agreement.  Each  Restricted  Stock
Award   shall   be   evidenced  by  a  Restricted   Stock   Award
Agreement   in   such  form  and  containing   such   terms   and
conditions not inconsistent with the provisions of the   Plan  as
the Committee from time to time shall approve.

6.5  Termination of Employment.  The Committee may, in  its  sole
discretion,   establish  rules pertaining   to   the   Restricted
Stock   Award   in  the event of termination of  employment   (by
retirement,    disability,  death,    or    otherwise)    of    a
Participant   prior   to  the expiration   of   the   Restriction
Period.

6.6  Payment  for Restricted Stock.  Restricted Stock Awards  may
be   made by the Committee under which the Participant  shall not
be  required to make any payment for the Meridian  Stock or,   in
the alternative, under which the Participant,  as  a condition to
the  Restricted  Stock Award, shall pay   all   (or  any   lesser
amount than all) of the Fair Market Value of the Meridian  Stock,
determined  as  of  the date  the  Restricted  Stock   Award   is
made.   If  the latter, such purchase  price shall  be   paid  in
cash as provided in the Restricted  Stock Award Agreement.

6.7  Unrestricted Stock Award.  (a)  Grant or Right  to  Receive.
The   Committee,   in its sole discretion,  (a)   may   offer   a
Participant   who   has  earned a cash  bonus   or   other   cash
incentive  award the right to receive payment of such   bonus  or
incentive award in the form of Meridian Stock, or (b) may require
a  Participant  who  has  earned a  cash  bonus  or   other  cash
incentive   award  to take payment  of  such  bonus  or incentive
award  in  the  form of Meridian Stock.  Such   Stock  Award   of
shares  of  Meridian Stock shall be valued  at  the Fair   Market
Value   of   such  shares  on  the  date  or   dates   the   cash
compensation would otherwise be paid and shall not  be subject to
the restrictions set forth in Sections 6.1 -  6.6 of the Plan.

(b)  Participant Election.  With respect to paragraph (a) of this
Section  6.7,  the Participant shall  communicate  his choice  of
cash  or  a  Stock  Award  by  an irrevocable   written  election
delivered  to  the  Company no later  than  the  date   or  dates
specified  by  the Committee.  With  respect  to  any Participant
who is subject to Section 16 of the  Securities Exchange  Act  of
1934,   as  amended,  such  irrevocable  election  shall   become
effective  no  earlier than six months  and  one  day   following
the   date   of  the   election;  to  change  an  election   such
Participant   must   make   a  new  irrevocable  election   which
shall  be effective six months  and  one  day following the  date
of the new irrevocable election.

                           ARTICLE VII
                                
                    Miscellaneous Provisions

7.1   Nontransferability. No  Award  under  the  Plan  shall   be
transferable by the Participant otherwise than  by  will  or laws
of  descent and distribution or pursuant to a qualified  domestic
relations  order.  All Awards shall be  exercisable or   received
during  the Participant's lifetime only by  such Participant   or
his  Personal  Representative.   Any  transfer contrary  to  this
Section 7.1 will nullify the Award.

7.2  (a)   Recapitalization.  The aggregate number of  shares  of
Meridian   Stock  which may be the subject of   an   Award,   the
number  of  shares covered by each outstanding  Award,  and   the
terms thereof relating to the value of Meridian Stock, shall  all
be  proportionately adjusted for any increase or decrease in  the
number  of  issued  shares of Meridian Stock  resulting  from   a
subdivision  or  consolidation of shares or  any   other  capital
adjustment,   the  payment  of  a   share   dividend,   or  other
increase  or  decrease in the shares of Meridian  Stock  effected
without receipt of consideration by  the  Company. In  the  event
that, prior to the delivery by the Company  of the Meridian Stock
remaining   under   any  Award,  there  shall   be   a    capital
reorganization or reclassification of the Company  resulting   in
a   substitution  of  other  shares  for  common  shares,   there
shall   be  substituted  for  Meridian   Stock   the  number   of
substitute shares which would have been issued  in exchange   for
the   common  shares then remaining  under  the Award   if   such
common  shares had  been  then  issued  and outstanding.

(b)  Merger, Dissolution.  If the Company shall  enter into   any
agreement  providing  for  the  merger or consolidation   of  the
Company  with or  into  any  other person, regardless of  whether
or  not  the  Company   shall be the   surviving   or   resulting
corporation    as     a  consequence   of    such    merger    or
consolidation,    the  Company   shall    have   the   right   to
terminate    all outstanding Agreements entered into pursuant  to
Awards  and  to thereby terminate all rights of the  Participants
thereunder  on  thirty  (30)  days  written  notice    to    each
Participant;   provided,  however,  that  if  such   merger    or
consolidation is not consummated within 180  days  from the  date
of the notice, all Agreements so  terminated shall  be  deemed to
have  been  continuously  in  effect since the date of  execution
thereof.   In  the event of a dissolution or liquidation  of  the
Company, the  Company shall  give thirty (30) days written notice
thereof    to   each   Participant,  and  all  rights   of    the
Participants  under   all  outstanding  Agreements  entered  into
pursuant to  an Award shall be deemed to be terminated upon  such
dissolution or liquidation.
7.3  Amendment,  Suspension, and Termination of  Plan.   (a)  The
Board   may   suspend  or terminate the Plan   or   any   portion
thereof  at  any time, and may amend the Plan from  time  to time
in   such  respects as the Board may deem to  be   in   the  best
interests  of  the  Company; provided, however,   that   no  such
amendment  shall,  without stockholder  approval,  (i) except  as
provided  in  Section  7.2, materially increase   the  number  of
shares  of  Meridian Stock which may be issued  under  the   Plan
(ii)  materially modify the  requirements  as  to eligibility for
participation  in  the  Plan,  (iii)   materially  increase   the
benefits  accruing to Participants  under  the Plan.   (iv)  make
any  other change that would disqualify  the Plan  for   purposes
of   the  exemption  provided  by   Rule   16b3(d)(3)   of    the
Securities  and   Exchange  Commission,  (v) reduce   the  Option
Price  of  an  Incentive Stock Option  below  the   Fair   Market
Value  of Meridian Stock  on  the  day  an Incentive Stock Option
is  awarded, (vi) permit the award  of Tandem  SARs  other   than
in  tandem with  an  Option,  (vii) permit the exercise of an SAR
during  the  first  six months of its  term except  as  otherwise
provided  herein,  (viii) permit the exercise  of  an  Option  or
Tandem  SAR  without surrender of the  related   Tandem   SAR  or
Option,  respectively,  or  (ix) extend the termination  date  of
the Plan.  No such amendment, suspension,  or  termination  shall
alter   or  impair   any outstanding  Award  without the  consent
of  the  Participant affected thereby.

(b)  With  the  consent of the Participant affected thereby,  the
Committee  may  amend or modify any outstanding  Award   in   any
manner   to  the extent that the Committee would  have  had   the
authority  under  the Plan initially to grant such  Award  as  so
modified or amended, including without limitation, to change  the
date or dates as of which such Options, Tandem SARs  or SARs  may
be   exercised  or  to remove  the  restrictions   on  shares  of
Restricted Stock.

7.4  Nonuniform  Determinations.  The Committee's  determinations
under   the   Plan,   including  without  limitation,   (i)   the
determination of the Key Employees to receive  Awards,  (ii)  the
form,  amount,  and timing of such Awards, (iii)  the  terms  and
provisions    of    such   Awards  and   (iv)   the    agreements
evidencing the same, need not be uniform and may be made   by  it
selectively among Key Employees who receive, or who  are eligible
to  receive,  Awards under the Plan, whether  or   not  such  Key
Employees are similarly situated.

7.5  General  Restriction.  Each Award under the  Plan  shall  be
subject   to  the  condition that, if at any time  the  Committee
shall   determine   that   (i)  the listing,   registration,   or
qualification   of   the shares of Meridian  Stock   subject   or
related   thereto  upon any securities exchange  or   under   any
state   or  federal law, (ii) the consent or  approval   of   any
government  or  regulatory body, or (iii) an  agreement  by   the
Participant with respect thereto, is necessary or desirable, then
such  Award  shall not become exercisable in whole  or   in  part
unless   such   listing,  registration,  qualification,  consent,
approval,  or  agreement shall have been  effected   or  obtained
free  of  any  conditions not  acceptable  to  the Committee.
7.6  Securities Act of 1933.  Upon issuance of Meridian Stock  to
the   Participant,  or his heirs, the recipient  of  that   stock
shall   represent   that the shares of  stock   are   taken   for
investment    and    not   resale   and    make    those    other
representations as may be necessary to qualify the   issuance  of
the  shares  as exempt from the Securities Act of  1933   or  any
applicable    state    securities   laws     or     to     permit
registration of the shares and shall represent  that  he  or  she
shall  not  dispose  of  those  shares  in  violation   of    the
Securities  Act  of 1933.  The Company reserves  the   right   to
place  a  legend on any stock certificate issued  under  the Plan
to  assure compliance with this paragraph.  No shares of Meridian
Stock   of   the Company shall  be  required  to  be  distributed
until  the Company shall have taken such  action, if any,  as  is
then  required  to comply with the provisions of the   Securities
Act  of 1933 or any other  then  applicable securities law.

7.7  Withholding  of  Tax.   (a)  Payment by  Participant.   Each
Participant   shall, no later than the date  as  of   which   the
value   of  an  Award or of any Meridian Stock or  other  amounts
received   thereunder  first becomes includable  in   the   gross
income  of  the Participant for federal income tax purposes,  pay
to   the  Company,  or  make  arrangements  satisfactory  to  the
Committee  regarding  payment of, any federal,  state,  or  local
taxes   of   any   kind  required by law to  be   withheld   with
respect  to  such income.  The Company shall have  the  right  to
deduct any such taxes from the salary of the Participant.

(b)   Payment in Meridian Stock.  A Participant my elect  to have
such tax withholding obligation satisfied, in whole  or in  part,
by   (i)  authorizing  the Company to withhold   from  shares  of
Meridian  Stock to be issued pursuant to any  Award a  number  of
shares  with an aggregate Fair Market Value  (as of the date  the
withholding is effected) sufficient to cover the amount  required
to  be withheld, or (ii) transferring  to the Company  shares  of
Meridian   Stock   owned   by the Participant with  an  aggregate
Fair  Market  Value  (as   of   the  date   the   withholding  is
effected)  sufficient  to cover  the  amount   required   to   be
withheld.   With  respect  to  any Participant  who is subject to
Section  16 of the  Securities Exchange  Act of 1934, as amended,
the following  additional restrictions shall apply:

(A)    The   election  to  satisfy  tax   withholding obligations
relating  to  an Award in the manner permitted  by this   Section
7.7  shall be made either (1) during the period beginning  on the
third  business day following the  date  of release  of quarterly
or  annual  summary statements of  sales and  earnings   of   the
Company and ending  on  the  twelfth business day following  such
date,  or  (2) at least six months prior to the date as of  which
the  receipt  of such an  Award first becomes  a  taxable   event
for  federal  income  tax purposes;

(B)  Such election shall be irrevocable;

(C)    Such  election  shall  be  subject  to  the  consent    or
disapproval of the Committee; and
(D)     The    Meridian   Stock   withheld   to    satisfy    tax
withholding must pertain to an Award which has been held  by  the
Participant for at least six months from  the  date  of grant  of
the Award.

7.8  No  Right to Employment.  Neither the action of the  Company
in   establishing the Plan, nor any action taken by it or  by the
Board or the Committee under the Plan, nor any provision of   the
Plan, shall be construed as giving to any person the right to  be
retained  in the employ of the Company, Meridian Mutual Insurance
Company, or any Subsidiary of either.

7.9  Insofar  as  Key  Employees who are  directors  or  officers
subject   to   Section 16 of the Securities   Exchange   Act   of
1934,  as  amended, are concerned (i) the Plan  is  intended   to
comply  with  all applicable conditions of Rule  16b-3  and   its
successors;  (ii) all transactions involving  Key  Employees  who
are   directors  orofficers  are  subject  to  such   conditions,
regardless of whether such  conditions are expressly set forth in
the   Plan;   and  (iii) any  provision  of  the  Plan  that   is
contrary   to  a condition of Rule 16b-3 shall not apply  to  Key
Employees who are directors or officers.

August 23, 1996

Meridian Insurance Group, Inc.
2955 North Meridian Street
Post Office Box 1980
Indianapolis, Indiana  46206-1980

Ladies and Gentlemen:

           We have examined the corporate records and proceedings
of  Meridian  Insurance Group, Inc., an Indiana corporation  (the
"Company"),  with respect to (a) the corporate existence  of  the
Company,   and  (b)  the  legal  sufficiency  of  all   corporate
proceedings  of  the  Company  taken  in  connection   with   the
authorization,   reservation   for   issuance,    validity    and
nonassessability of the 750,000 Common Shares, without par value,
of  the  Company ("Common Shares"), that may be issued under  the
Company's  1996  Employee  Incentive  Stock  Plan  (the  "Plan"),
pursuant to the Company's Registration Statement on Form S-8 (the
"Registration Statement"), in connection with which this  opinion
is given.

           As to facts relevant to the opinions expressed herein,
we  have  relied upon certificates, statements or representations
of  officers of the Company, public officials and others, without
any  independent verification thereof.  The law  covered  by  the
opinions  expressed herein is limited to the federal law  of  the
United States and the law of the State of Indiana.

          Based upon the foregoing, we are of the opinion that:

     1.   The Company is existing as a corporation under the laws
of the State of Indiana.

      2.    When  the  Registration Statement shall  have  become
effective  and  the Common Shares offered pursuant  thereto  have
been  issued and sold in accordance with the terms of  the  Plan,
such shares will be validly authorized, legally issued, and fully
paid and nonassessable.

           We consent to the filing of this opinion as an exhibit
to  the Registration Statement. In giving such consent, we do not
admit  that we come within the category of persons whose  consent
is  required under Section 7 of the Securities Act of 1933 or the
rules  or  regulations of the Securities and Exchange  Commission
thereunder.

                              Yours very truly,

                              BAKER & DANIELS

                              By: /s/ Tibor D. Klopfer
                                  Tibor D. Klopfer

                           Exhibit 5

Consent of Independent Public Accountants

We  consent  to  the incorporation by reference  in  Registration
Statement  on Form S-8 of Meridian Insurance Group, Inc.  of  our
report,   dated  February  16,  1996,  on  our  audits   of   the
consolidated   financial  statements  and   financial   statement
schedules  of  Meridian Insurance Group, Inc. as of December  31,
1995,  and  1994 and for each of the three years  in  the  period
ended  December 31, 1995, which report is included in the  Annual
Report on Form 10-K.

                                        /s/ Coopers & Lybrand L.L.P.
                                        Coopers & Lybrand L.L.P.

Indianapolis, Indiana
August 27, 1996 (must be dated within three days of actual
filing).