EXHIBIT  (99)



     FORM  11-K


     FOR  ANNUAL  REPORTS  OF  EMPLOYEE  STOCK  PURCHASE,  SAVINGS
     AND  SIMILAR  PLANS  PURSUANT  TO  SECTION  15(d)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934


(Mark  One)

[X]  ANNUAL  REPORT  PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

For  the  fiscal  year  ended   December  31,  2002
                               ---------------------

                       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
      OF  1934

For  the  transition  period  from             to
                                    ----------    ------------

Commission  file  number      0-14697
                         ----------------

     A.   Full  title  of  the  plan and the address of the plan, if different
          from  that  of  the  issuer  named  below:

                       HARLEYSVILLE  GROUP  INC.

                    EMPLOYEE  STOCK  PURCHASE  PLAN

     B.   Name  of  issuer of the securities held pursuant to the plan and the
          address  of  its  principal  executive  office:

                     Harleysville  Group  Inc.
                        355  Maple  Avenue
               Harleysville,  Pennsylvania  19438-2297

<PAGE>


     HARLEYSVILLE  GROUP  INC.
     EMPLOYEE  STOCK  PURCHASE  PLAN
     FORM  11-K
     DECEMBER  31,  2002


Financial  Statements
--------------------
                                                      Page
                                                      ----

   Independent  Auditors'  Report                      3
   Statements  of  Financial  Condition
         as  of  December  31,  2002  and
         2001                                          4
   Statements  of  Income  and  Changes  in
     Plan  Equity  for  each  of  the  years
     in  the  three-year  period  ended
     December  31,  2002                               5
   Notes  to  Financial  Statements                    6
   Schedules  -
       Schedules  I,  II  and  III  have  been
       omitted  because  they  are  not
       required,  are  not  applicable,
       or  the  required  information  is
       shown  in  the  financial  statements
       or  notes  thereto.

Page  2

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The  Administrative  Committee
Harleysville  Group  Inc.
 Employee  Stock  Purchase  Plan:


We  have  audited  the  accompanying  statements  of  financial  condition  of
Harleysville Group Inc. Employee Stock Purchase Plan as of December 31, 2002 and
2001,  and  the related statements of income and changes in plan equity for each
of  the years in the three-year period ended December 31, 2002.  These financial
statements  are the responsibility of the Plan's management.  Our responsibility
is  to  express  an  opinion  on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial condition of the Harleysville Group Inc.
Employee  Stock  Purchase  Plan as of December 31, 2002 and 2001, and the income
and  changes  in  its plan equity for each of the years in the three-year period
ended  December  31,  2002,  in  conformity with accounting principles generally
accepted  in  the  United  States  of  America.

/s/KPMG  LLP


Philadelphia,  Pennsylvania
March  19,  2003

Page  3

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     HARLEYSVILLE  GROUP  INC.
     EMPLOYEE  STOCK  PURCHASE  PLAN

     STATEMENTS  OF  FINANCIAL  CONDITION

                                         AS  OF
                                     DECEMBER  31,
                                 ---------------------

                                    2002       2001
                                 --------     --------
Assets
------
Receivable  from  affiliate      $919,913     $888,552
                                 ========     ========

Plan  Equity
-----------
Net  assets  available  for
     plan  participants          $919,913     $888,552
                                 ========     ========


See  accompanying  notes  to  financial  statements.

Page  4

<PAGE>


     HARLEYSVILLE  GROUP  INC.
     EMPLOYEE  STOCK  PURCHASE  PLAN

     STATEMENTS  OF  INCOME  AND  CHANGES  IN  PLAN  EQUITY

<TABLE>
<CAPTION>



                                        YEARS ENDED DECEMBER 31,
                                ----------------------------------------
                                    2002           2001            2000
                                -----------     -----------     -----------
<S>                             <C>             <C>             <C>
Contributions - Employees       $ 1,892,602     $ 1,846,292     $ 1,751,002

Purchase and distribution
  of Harleysville Group Inc.
  stock to employees             (1,780,377)     (1,691,118)     (1,784,602)

Employee withdrawals and
  terminations                      (80,864)        (69,688)        (95,233)
                                -----------     -----------     -----------

Net increase (decrease)              31,361          85,486        (128,833)

Plan equity beginning of
  year                              888,552         803,066         931,899
                                -----------     -----------     -----------

Plan equity end of year         $   919,913     $   888,552     $   803,066
                                ===========     ===========     ===========
</TABLE>


See  accompanying  notes  to  financial  statements.

Page  5

<PAGE>



     HARLEYSVILLE  GROUP  INC.
     EMPLOYEE  STOCK  PURCHASE  PLAN
     NOTES  TO  FINANCIAL  STATEMENTS

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     The  accounts  of  the  plan  are  maintained  on  the  accrual  basis. The
receivable  from  affiliate represents the biweekly contributions from employees
which are made in the form of regular payroll deductions and are recorded by the
plan  after  each  biweekly  pay  period.

2.     DESCRIPTION  OF  THE  PLAN

     All regular full-time employees and regular part-time employees who work at
least  twenty  hours  a  week  are  eligible  to  participate  in  the  plan.

     Eligible employees must authorize a payroll deduction equal to no more than
15 percent of their base pay during the enrollment periods to participate in the
plan.  The  enrollment  periods are the 1st through 14th day of January and July
of  each  plan  year.  Once  enrolled,  an  eligible  employee  will continue to
participate  in  the  plan  for  each  succeeding  subscription period until the
employee  terminates  participation  or  ceases  to  be  an  eligible  employee.

     Each  subscription  period will run from January 15 through July 14 or from
July  15  through January 14.  At the close of each pay period, the amount to be
deducted from each participant's base pay will be credited to such participant's
plan  account.  On the last day of each subscription period, the amount credited
to each participant's plan account will be divided by the subscription price for
that subscription period and the participant's account will be credited with the
number  of  the  whole  and  fractional  shares which results.  Participants may
request  such  shares  to  be  issued  in  certificate  form.

     If a participant desires to change the rate of contribution the participant
may  do  so  effective  for  the  next  subscription  period  by  filing  a  new
subscription  agreement during the applicable enrollment period.  At any time, a
participant  may withdraw from the plan and receive cash for the amount deducted
from  the  participant's  base  pay  during  that  subscription period by giving
written  notice  to  the  Company.  Separation  from  employment  for any reason
including  death,  disability  or  retirement  shall  be treated as an automatic
withdrawal  from  the  plan.

     At  December 31, 2002 there were 686 participants in the plan. Harleysville
Group  Inc.  has  borne  all  costs  of  administering  the  plan.

Page  6

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     HARLEYSVILLE  GROUP  INC.
     EMPLOYEE  STOCK  PURCHASE  PLAN
     NOTES  TO  FINANCIAL  STATEMENTS
     (Continued)

3.     INVESTMENT

     The  contributions  credited  to  the  participant's  account  are  used to
purchase  shares  of  Harleysville  Group  Inc.  common  stock  at  a  specified
subscription price.  The subscription price for each share of common stock shall
be  the lesser of 85 percent of the fair market value of such shares on the last
trading day before the first day of the subscription period or 85 percent of the
fair market value of such share on the last day of the subscription period.  The
fair  market  value  of  a  share  shall be the closing price as reported on the
NASDAQ  National  Market  System  on  the  applicable date.  The total number of
shares  to  be made available under the plan is 1,000,000 shares of common stock
of  the  Company.

4.     TAX  STATUS

     The  plan is intended to qualify under the provisions of Section 423 of the
Internal  Revenue  Code.  No  income  will  be  realized  for federal income tax
purposes  by  a  participant  upon  the  purchase of shares under the plan.  Tax
consequences  to the Company and to plan participants upon disposition of shares
under  the  plan vary depending on the length of time held and fair market value
at  time  of  disposition.

5.     PLAN  TERMINATION

     The  plan  will be in effect until the earlier of July 31, 2005 or the date
on  which  plan  participants  have  subscribed  for  the total number of shares
available  for  purchase  under  the  plan.  At  December  31,  2002,  there are
approximately  148,264 shares that remain available for issuance under the plan.
During  the  effective  duration  of the plan, there will be twenty subscription
periods.

6.     SUBSEQUENT  EVENTS

     On  January  14,  2003,  46,192  shares  of  stock  were  purchased  at  a
subscription  price  of  $20.87 per share on behalf of the plan participants for
the  subscription  period  ended  January  14,  2003.

Page  7

<PAGE>


     EMPLOYEE  STOCK  PURCHASE  PLAN
     NOTES  TO  FINANCIAL  STATEMENTS
     (Continued)

     On  February  26,  2003,  the Board of Directors of Harleysville Group Inc.
approved amendments to the plan under which (i) the termination date to the plan
would  be extended to July 31, 2008, and (ii) 650,000 additional shares would be
made  available  under  the plan.  These amendments have been recommended to the
stockholders of Harleysville Group Inc. for their approval at the annual meeting
to  stockholders  to  be  held  on  April  23,  2003.

Page  8

<PAGE>


     SIGNATURE


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report  to  be  signed  by  the  undersigned  hereunto  duly  authorized.


               HARLEYSVILLE  GROUP  INC.

               EMPLOYEE  STOCK  PURCHASE  PLAN



Date:  March 26,  2003     By:     /s/  BRUCE  J.  MAGEE
       --------------          -----------------------------
                               Bruce  J.  Magee,  Member,
                               Administrative  Committee  for
                               Harleysville  Group  Inc.
                               Employee  Stock  Purchase  Plan


Page  8

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