As filed with the Securities and Exchange Commission on
December 27, 1999

                                 Registration No. ______________

                ________________________________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

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

                      OLD GUARD GROUP, INC.
      (Exact Name of Registrant as Specified in its Charter)


      Pennsylvania                       23-2852984
(State of Incorporation)    (I.R.S. Employer Identification No.)

             2929 Lititz Pike, Lancaster,  Pa.  17604
       (Address of Principal Executive Offices) (Zip Code)

                      Old Guard Group, Inc.
                  Employee Stock Purchase Plan
                     (Full title of the Plan)

David E. Hosler, Chairman        Jeffrey P. Waldron, Esquire
and Chief Executive Officer      Stevens & Lee
Old Guard Group, Inc.            One Glenhardie Corporate Center
2929 Lititz Pike                 1275 Drummers Lane
Lancaster  Pennsylvania 17604    P.O. Box 236
(717) 569-5361                   Wayne, Pennsylvania 19087

                         (610) 293-4961
  (Names, addresses and telephone numbers of agents for service)

                      _____________________

                 CALCULATION OF REGISTRATION FEE

________________________________________________________________
                           Proposed      Proposed
 Title of                   Maximum      Maximum
Securities     Amount       Offering    Aggregate     Amount of
   to be        to be        Price       Offering   Registration
Registered   Registered   Per Unit(1)    Price(1)        Fee

Common stock,  250,000      $ 11.00    $2,750,000     $762.00
no par value   shares
per share
________________________________________________________________

(1)     Estimated solely for the purpose of calculating the
        amount of the registration fee pursuant to Rule 457(c),
        on the basis of the closing price of Old Guard Group,
        Inc. Common Stock on December 22, 1999.



                                  PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation Of Documents By Reference

     The following documents have been filed by Old Guard Group,
Inc. (the "Registrant") with the Securities and Exchange
Commission ("SEC") and are incorporated herein by reference:

          (a)  Registrant's Annual Report on Form 10-K dated
               March 31, 1999 filed pursuant to Section 13(a) or
               15(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act").

          (b)  All other reports filed by the Company pursuant
               to Section 13(a) or 15(d) of the Exchange Act
               since January 1, 1999.

          (c)  The description of the Registrant's common stock,
               no par value per share (the "Common Stock"), set
               forth in the Registrant's Registration Statement
               on Form 8-A filed with the Securities and
               Exchange Commission on October 25, 1996.

     All documents subsequently filed by Old Guard Group, Inc.
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such
documents.

     Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
incorporated document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part hereof.

ITEM 4.  Description Of Securities

     Not applicable.

ITEM 5.  Interests Of Named Experts And Counsel

     Not applicable.

ITEM 6.  Indemnification Of Directors And Officers

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether
or not the corporation would have the power to indemnify the
person under any provision of law, unless such action or failure
to act is determined by a court to have constituted recklessness
or willful misconduct.  Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action unless (1) the director has breached or failed to perform
the duties of his office and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness.

     The bylaws of the Company provide for (1) indemnification
of directors, officers, employees and agents of the registrant
and (2) the elimination of a director's liability for monetary
damages, to the fullest extent permitted by Pennsylvania law.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Company.

ITEM 7.  Incorporation Of Documents By Reference

     Not applicable.

ITEM 8.  Exhibits

     4.1  Articles of Incorporation of Old Guard Group, Inc., as
          amended, incorporated herein by reference to
          Exhibit 3.1 of the Registration Statement No. 333-2779
          on Form S-1 of the Registrant.

     4.2  Bylaws of Old Guard Group, Inc. incorporated herein by
          reference to Exhibit 3.2 of the Registration Statement
          No. 333-12779 on Form S-1 of the Registrant.

     5.1  Opinion of Stevens & Lee re:  legality of common stock
          being registered.

    23.1  Consent of PricewaterhouseCoopers, LLP, independent
          auditors.

    24.   Power of Attorney (included on signature page).

    99.1  Old Guard Group, Inc. 1999 Employee Stock Purchase
          Plan.

ITEM 9.  Undertakings

     (a)  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 additional or changed
material information with respect to the plan of distribution.

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

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

          Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

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

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

     (b)  The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of a
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
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.

     (c)  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 if under
the Securities Act of 1934; 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.



                           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 Lancaster, Commonwealth of Pennsylvania, on December
__, 1999.

                              OLD GUARD GROUP, INC.

                              By:/s/David E. Hosler
                                 David E. Hosler
                                 Chairman, President and Chief
                                 Executive Officer


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David E. Hosler
and Jeffrey P. Waldron, Esquire, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective
amendments) to the Registration Statement to which this power of
attorney is attached, and to file all those amendments and all
exhibits to them and other documents to be filed in connection
with them, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated
below.

Signatures                Title                       Date


/s/Jay S. Sidu            Director             December 17, 1999
Jay S. Sidu


/s/David E. Hosler        Director             December 17, 1999
David E. Hosler           Chairman,
                          President, Chief
                          Executive Officer


/s/E. Matthew Brown       Director             December 17, 1999
E. Matthew Brown


/s/Karen M. Balaban       Director             December 17, 1999
Karen M. Balaban


/s/Noah W. Kreider, Jr.   Director             December 17, 1999
Noah W. Kreider, Jr.


/s/Luther R. Campbell     Director             December 17, 1999
Luther R. Campbell


/s/Robert L. Wechter      Director             December 17, 1999
Robert L. Wechter


/s/James W. Appel         Director             December 17, 1999
James W. Appel


/s/M. Scott Clements      Director             December 17, 1999
M. Scott Clemens


/s/G. Arthur Weaver       Director             December 17, 1999
G. Arthur Weaver


/s/Henry J. Straub        Chief Financial      December 17, 1999
Henry J. Straub           Officer and
                          Treasurer
                          (Principal
                          Financial Officer)



                        INDEX TO EXHIBITS

Exhibit No.   Exhibit                               Page
                                                   Number

    4.1       Articles of Incorporation of Old
              Guard Group, Inc., as amended,
              incorporated herein by reference
              to Exhibit 3.1 of the Registration
              Statement No. 333-12779 on Form S-1
              of the Registrant.

     4.2      Bylaws of Old Guard Group, Inc.
              incorporated herein by reference
              to Exhibit 3.2 of the Registration
              Statement No. 333-12779 on
              Form S-1 of the Registrant.

     5.1      Opinion of Stevens & Lee re:
              legality of common stock being
              registered.

    23.1      Consent of PricewaterhouseCoopers,
              LLP, independent auditors.

    24.       Power of Attorney (included on
              signature page).

    99.1      Old Guard Group, Inc. 1999 Employee
              Stock Purchase Plan.







2
12/23/99/SL1 27661v1/41597.006



12/23/99/SL1 27661v1/41597.006
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15026}]
{"company-data": {"conformed-name": "OLD GUARD GROUP INC", "cik": "0001022794", "assigned-sic": "6331", "irs-number": "232852984", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93617", "film-number": "99780521"}, "business-address": {"street1": "2929 LITITZ PIKE", "city": "LANCASTER", "state": "PA", "zip": "17601", "phone": "7175816855"}, "mail-address": {"street1": "2929 LITITZ PIKE", "city": "LANCASTER", "state": "PA", "zip": "17601"}}
As filed with the Securities and Exchange Commission on
December 27, 1999

                                 Registration No. ______________

                ________________________________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

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

                      OLD GUARD GROUP, INC.
      (Exact Name of Registrant as Specified in its Charter)

      Pennsylvania                       23-2852984
(State of Incorporation)    (I.R.S. Employer Identification No.)

             2929 Lititz Pike, Lancaster,  Pa.  17604
       (Address of Principal Executive Offices) (Zip Code)

                      Old Guard Group, Inc.
                  Employee Stock Purchase Plan
                     (Full title of the Plan)

David E. Hosler, Chairman        Jeffrey P. Waldron, Esquire
and Chief Executive Officer      Stevens & Lee
Old Guard Group, Inc.            One Glenhardie Corporate Center
2929 Lititz Pike                 1275 Drummers Lane
Lancaster  Pennsylvania 17604    P.O. Box 236
(717) 569-5361                   Wayne, Pennsylvania 19087

                         (610) 293-4961
  (Names, addresses and telephone numbers of agents for service)

                      _____________________

                 CALCULATION OF REGISTRATION FEE

________________________________________________________________
                           Proposed      Proposed
 Title of                   Maximum      Maximum
Securities     Amount       Offering    Aggregate     Amount of
   to be        to be        Price       Offering   Registration
Registered   Registered   Per Unit(1)    Price(1)        Fee

Common stock,  250,000      $ 11.00    $2,750,000     $762.00
no par value   shares
per share
________________________________________________________________

(1)     Estimated solely for the purpose of calculating the
        amount of the registration fee pursuant to Rule 457(c),
        on the basis of the closing price of Old Guard Group,
        Inc. Common Stock on December 22, 1999.

                                  PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation Of Documents By Reference

     The following documents have been filed by Old Guard Group,
Inc. (the "Registrant") with the Securities and Exchange
Commission ("SEC") and are incorporated herein by reference:

          (a)  Registrant's Annual Report on Form 10-K dated
               March 31, 1999 filed pursuant to Section 13(a) or
               15(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act").

          (b)  All other reports filed by the Company pursuant
               to Section 13(a) or 15(d) of the Exchange Act
               since January 1, 1999.

          (c)  The description of the Registrant's common stock,
               no par value per share (the "Common Stock"), set
               forth in the Registrant's Registration Statement
               on Form 8-A filed with the Securities and
               Exchange Commission on October 25, 1996.

     All documents subsequently filed by Old Guard Group, Inc.
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such
documents.

     Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
incorporated document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part hereof.

ITEM 4.  Description Of Securities

     Not applicable.

ITEM 5.  Interests Of Named Experts And Counsel

     Not applicable.

ITEM 6.  Indemnification Of Directors And Officers

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether
or not the corporation would have the power to indemnify the
person under any provision of law, unless such action or failure
to act is determined by a court to have constituted recklessness
or willful misconduct.  Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action unless (1) the director has breached or failed to perform
the duties of his office and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness.

     The bylaws of the Company provide for (1) indemnification
of directors, officers, employees and agents of the registrant
and (2) the elimination of a director's liability for monetary
damages, to the fullest extent permitted by Pennsylvania law.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Company.

ITEM 7.  Incorporation Of Documents By Reference

     Not applicable.

ITEM 8.  Exhibits

     4.1  Articles of Incorporation of Old Guard Group, Inc., as
          amended, incorporated herein by reference to
          Exhibit 3.1 of the Registration Statement No. 333-2779
          on Form S-1 of the Registrant.

     4.2  Bylaws of Old Guard Group, Inc. incorporated herein by
          reference to Exhibit 3.2 of the Registration Statement
          No. 333-12779 on Form S-1 of the Registrant.

     5.1  Opinion of Stevens & Lee re:  legality of common stock
          being registered.

    23.1  Consent of PricewaterhouseCoopers, LLP, independent
          auditors.

    24.   Power of Attorney (included on signature page).

    99.1  Old Guard Group, Inc. 1999 Employee Stock Purchase
          Plan.

ITEM 9.  Undertakings

     (a)  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 additional or changed
material information with respect to the plan of distribution.

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

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

          Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

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

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

     (b)  The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of a
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
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.

     (c)  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 if under
the Securities Act of 1934; 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                           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 Lancaster, Commonwealth of Pennsylvania, on December
__, 1999.

                              OLD GUARD GROUP, INC.

                              By:/s/David E. Hosler
                                 David E. Hosler
                                 Chairman, President and Chief
                                 Executive Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David E. Hosler
and Jeffrey P. Waldron, Esquire, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective
amendments) to the Registration Statement to which this power of
attorney is attached, and to file all those amendments and all
exhibits to them and other documents to be filed in connection
with them, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated
below.

Signatures                Title                       Date

/s/Jay S. Sidu            Director             December 17, 1999
Jay S. Sidu

/s/David E. Hosler        Director             December 17, 1999
David E. Hosler           Chairman,
                          President, Chief
                          Executive Officer

/s/E. Matthew Brown       Director             December 17, 1999
E. Matthew Brown

/s/Karen M. Balaban       Director             December 17, 1999
Karen M. Balaban

/s/Noah W. Kreider, Jr.   Director             December 17, 1999
Noah W. Kreider, Jr.

/s/Luther R. Campbell     Director             December 17, 1999
Luther R. Campbell

/s/Robert L. Wechter      Director             December 17, 1999
Robert L. Wechter

/s/James W. Appel         Director             December 17, 1999
James W. Appel

/s/M. Scott Clements      Director             December 17, 1999
M. Scott Clemens

/s/G. Arthur Weaver       Director             December 17, 1999
G. Arthur Weaver

/s/Henry J. Straub        Chief Financial      December 17, 1999
Henry J. Straub           Officer and
                          Treasurer
                          (Principal
                          Financial Officer)

                        INDEX TO EXHIBITS

Exhibit No.   Exhibit                               Page
                                                   Number

    4.1       Articles of Incorporation of Old
              Guard Group, Inc., as amended,
              incorporated herein by reference
              to Exhibit 3.1 of the Registration
              Statement No. 333-12779 on Form S-1
              of the Registrant.

     4.2      Bylaws of Old Guard Group, Inc.
              incorporated herein by reference
              to Exhibit 3.2 of the Registration
              Statement No. 333-12779 on
              Form S-1 of the Registrant.

     5.1      Opinion of Stevens & Lee re:
              legality of common stock being
              registered.

    23.1      Consent of PricewaterhouseCoopers,
              LLP, independent auditors.

    24.       Power of Attorney (included on
              signature page).

    99.1      Old Guard Group, Inc. 1999 Employee
              Stock Purchase Plan.

2
12/23/99/SL1 27661v1/41597.006

12/23/99/SL1 27661v1/41597.006