##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM
10-Q/A
 Amendment No. 1
 
 Quarterly
Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 for the Quarterly Period Ended June 30, 2005,
or
 Transition
report pursuant to Section 13 or 15(d) Of the Exchange
Act
 for
the Transition Period from ______________ to ______________
 No. 000-25425
 
 (Commission File
Number)
 MERCER INSURANCE GROUP, INC.
  PENNSYLVANIA
    
    23-2934601(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 10 North Highway 31, P.O. Box 278, Pennington, NJ
    
    08534(Address of principal executive offices)
    
    (Zip Code)
  
  
  þ o
 þ o
 o þ
  Number of Shares Outstanding as of July 21,2005COMMON STOCK (No Par Value)
    
    6,556,670(Title of Class)
    
    (Outstanding Shares)




---



##### Table of Contents






EXPLANATORY NOTE

The
registrant is filing this Amendment No. 1 to its Form 10-Q for
the quarter ended June 30, 2005, in response to a request by
the SEC to remove narrative disclosure referring to overall or total underwriting profit or loss contained within Item 2, the
Managements Discussion and Analysis of Financial Condition and
Results of Operations. Other than the change referred to above, all
other information included in the Mercer Insurance Group, Inc.
Form 10-Q, as filed on August 9, 2005, remains unchanged.
Items 1, 3 and 4 of Part I and all items of Part II of
that filing have been omitted from this Amendment because they are
unchanged. All information contained herein is as of June 30,
2005, and does not reflect any events that have occurred subsequent
to that date.






---



##### 



TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    4SIGNATURES
    
    22Exhibits:CERTIFICATION OF CHIEF EXECUTIVE OFFICERCERTIFICATION OF CHIEF FINANCIAL OFFICERCERTIFICATION OF CHIEF EXECUTIVE OFFICERCERTIFICATION OF CHIEF FINANCIAL OFFICER
  Exhibit No.
    
    Title3.1
    
    Articles of Incorporation of Mercer Insurance Group, Inc.
(incorporated by reference herein to the Companys
Pre-effective Amendment No. 3 on Form S-1, SEC File No.
333-104897.)3.2
    
    Bylaws of Mercer Insurance Group, Inc. (incorporated by
reference herein to the Companys Annual Report on Form 10-K,
SEC File No. 000-25425, for the fiscal year ended December 31,
2003.)31.1
    
    Certification of Chief Executive Officer in accordance with
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer in accordance with
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer in accordance with
Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer in accordance with
Section 906 of the Sarbanes-Oxley Act of 2002




---



##### Table of Contents



Forward-looking Statements
   
    
    future economic conditions in the regional and national markets in which the
Company competes which are less favorable than expected;
    
    the effects of weather-related and other catastrophic events;
    
    the concentration of insured accounts in New Jersey and Pennsylvania;
    
    the effect of legislative, judicial, economic, demographic and regulatory events
in the two states in which we do business;
    
    the continuation of an A.M. Best rating in the Excellent category;
    
    the ability to enter new markets successfully and capitalize on growth
opportunities either through acquisitions or the expansion of our producer network;
    
    the ability to obtain regulatory approval for an acquisition,
to close the transaction, and to successfully integrate an
acquisition and its operations.
    
    financial market conditions, including, but not limited to, changes in interest
rates and the stock markets causing a reduction of investment income or investment
gains, an acceleration of the amortization of deferred policy acquisition costs,
reduction in the value of our investment portfolio or a reduction in the demand for
our products;
    
    the impact of acts of terrorism and acts of war;
    
    the effects of terrorist related insurance legislation and laws;
    
    inflation;
    
    the cost, availability and collectibility of reinsurance;
    
    estimates and adequacy of loss reserves and trends in losses and loss adjustment expenses;
    
    heightened competition, including specifically the intensification of price
competition, the entry of new competitors and the development of new products by new
and existing competitors;
    
    changes in the coverage terms selected by insurance customers, including higher
deductibles and lower limits;
 2




---



##### Table of Contents




    
    our inability to obtain regulatory approval of, or to implement, premium rate
increases;
    
    the potential impact on our reported net income that could result from the
adoption of future accounting standards issued by the Financial Accounting Standards
Board or other standard-setting bodies;
    
    inability to carry out marketing and sales plans, including, among others,
development of new products or changes to existing products and acceptance of the new
or revised products in the market;
    
    unanticipated changes in industry trends and ratings assigned by nationally
recognized rating organizations;
    
    adverse litigation or arbitration results;
    
    the ability to carry out our business plans; or
    
    adverse changes in applicable laws, regulations or rules governing insurance
holding companies and insurance companies, and environmental, tax or accounting
matters including limitations on premium levels, increases in minimum capital and
reserves, and other financial viability requirements, and changes that affect the
cost of, or demand for our products.
  3




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 THE CONVERSION TRANSACTION AND THE HOLDING COMPANY
  Our Business
  
    
    Mercer Insurance Company, a Pennsylvania property and casualty stock insurance
company offering insurance coverage to businesses and individuals in New Jersey and
Pennsylvania,
 4




---



##### Table of Contents




    
    Mercer Insurance Company of New Jersey, Inc., a New Jersey property and casualty
stock insurance company offering insurance coverage to businesses and individuals in
New Jersey; and
    
    Franklin Insurance Company, a property and casualty stock insurance company
offering private passenger automobile and homeowners insurance to individuals located
in Pennsylvania.
     5




---



##### Table of Contents



Critical Accounting Policies
 General.
 Liabilities for Loss and Loss Adjustment Expenses.
   6




---



##### Table of Contents



Adjustment
    
    
    
    
    
    
    
    
    
    Adjusted Loss andChange in Loss and
    
    Adjusted Loss and
    
    Percentage Change in
    
    Loss
    
    Percentage ChangeLoss Adjustment
    
    Loss Reserves Net of
    
    Stockholders
    
    Adjustment Reserves
    
    in StockholdersReserves Net of
    
    Reinsurance as of
    
    Equity as
    
    Net of Reinsurance as of
    
    Equity as ofReinsurance
    
    June 30, 2005
    
    of June 30, 2005(1)
    
    December 31, 2004
    
    December 31, 2004 (1)(Dollars in thousands)(10.0
    )%
    
    
    29,457
    
    
    
    2.2
    %
    
    
    29,669
    
    
    
    2.2
    %(7.5
    )%
    
    
    30,276
    
    
    
    1.6
    %
    
    
    30,493
    
    
    
    1.6
    %(5.0
    )%
    
    
    31,094
    
    
    
    1.1
    %
    
    
    31,317
    
    
    
    1.1
    %(2.5
    )%
    
    
    31,912
    
    
    
    0.5
    %
    
    
    32,141
    
    
    
    0.5
    %Base
    
    
    
    32,730
    
    
    
    
    
    
    
    32,965
    
    
    
    2.5
    %
    
    
    33,549
    
    
    
    (0.5
    )%
    
    
    33,789
    
    
    
    (0.5
    )%5.0
    %
    
    
    34,367
    
    
    
    (1.1
    )%
    
    
    34,613
    
    
    
    (1.1
    )%7.5
    %
    
    
    35,185
    
    
    
    (1.6
    )%
    
    
    35,437
    
    
    
    (1.6
    )%10.0
    %
    
    
    36,003
    
    
    
    (2.2
    )%
    
    
    36,262
    
    
    
    (2.2
    )%
 
 (1)
    
    Net of tax   June 30, 2005
    
    December 31, 2004(Dollars in thousands)Commercial lines:Other Liability
    
    $
    9,694
    
    
    $
    9,374Commercial multi-peril
    
    
    6,515
    
    
    
    5,441Workers compensation
    
    
    4,825
    
    
    
    4,627Commercial automobile
    
    
    1,295
    
    
    
    1,456Fire, allied, inland marine
    
    
    702
    
    
    
    78123,031
    
    
    
    21,679Personal lines:Homeowners
    
    
    9,030
    
    
    
    10,095Personal automobile
    
    
    2,109
    
    
    
    2,283Other liability
    
    
    1,136
    
    
    
    1,596Fire, allied, inland marine
    
    
    282
    
    
    
    338Workers compensation
    
    
    90
    
    
    
    3712,647
    
    
    
    14,349Total
    
    $
    35,678
    
    
    $
    36,028
 Investments.
 7




---



##### Table of Contents



Policy Acquisition Costs.
 Reinsurance.
  8




---



##### Table of Contents



Income Taxes.
 Results of Operations
   Six months and three months ended June 30, 2005 compared to six months and three months ended June
30, 2004.
  Six months ended June 30,2005 vs. 2004 Income(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangeCommercial lines underwriting income
    
    $
    1,644
    
    
    $
    3,504
    
    
    $
    (1,860
    )
    
    
    (53.1
    )%Personal lines underwriting loss
    
    
    (525
    )
    
    
    (3,330
    )
    
    
    2,805
    
    
    
    84.2
    %Total underwriting income
    
    
    1,119
    
    
    
    174
    
    
    
    945
    
    
    
    543.1
    %Net investment income
    
    
    1,484
    
    
    
    1,294
    
    
    
    190
    
    
    
    14.7
    %Realized investment gains
    
    
    97
    
    
    
    99
    
    
    
    (2
    )
    
    
    (2.0
    )%Other revenue
    
    
    172
    
    
    
    180
    
    
    
    (8
    )
    
    
    (4.4
    )%Income before income taxes
    
    
    2,872
    
    
    
    1,747
    
    
    
    1,125
    
    
    
    64.4
    %Income taxes
    
    
    814
    
    
    
    447
    
    
    
    367
    
    
    
    82.1
    %Net income
    
    $
    2,058
    
    
    $
    1,300
    
    
    $
    758
    
    
    
    58.3
    %Loss / LAE ratio (GAAP)
    
    
    50.2
    %
    
    
    54.1
    %
    
    
    (3.9
    )%Underwriting expense ratio (GAAP)
    
    
    46.1
    %
    
    
    45.3
    %
    
    
    0.8
    %Combined ratio (GAAP)
    
    
    96.3
    %
    
    
    99.4
    %
    
    
    (3.1
    )%Loss / LAE ratio (Statutory)
    
    
    50.2
    %
    
    
    54.2
    %
    
    
    (4.0
    )%Underwriting expense ratio (Statutory)
    
    
    45.0
    %
    
    
    43.6
    %
    
    
    1.4
    %Combined ratio (Statutory)
    
    
    95.2
    %
    
    
    97.8
    %
    
    
    (2.6
    )%
 9




---



##### Table of Contents



Three months ended June 30,2005 vs. 2004 Income(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangeCommercial lines underwriting income
    
    $
    1,004
    
    
    $
    1,262
    
    
    $
    (258
    )
    
    
    (20.4
    )%Personal lines underwriting loss
    
    
    (419
    )
    
    
    (694
    )
    
    
    275
    
    
    
    39.6
    %Total underwriting income
    
    
    585
    
    
    
    568
    

    
    
    17
    
    
    
    2.9
    %Net investment income
    
    
    740
    
    
    
    626
    
    
    
    114
    
    
    
    18.2
    %Realized investment gains
    
    
    80
    
    
    
    196
    
    
    
    (116
    )
    
    
    (59.2
    )%Other revenue
    
    
    87
    
    
    
    88
    
    
    
    (1
    )
    
    
    (1.1
    )%Income before income taxes
    
    
    1,492
    
    
    
    1,478
    
    
    
    14
    
    
    
    0.9
    %Income taxes
    
    
    427
    
    
    
    407
    
    
    
    20
    
    
    
    4.9
    %Net income
    
    $
    1,065
    
    
    $
    1,071
    
    
    $
    (6
    )
    
    
    (0.6
    )%Loss / LAE ratio (GAAP)
    
    
    49.2
    %
    
    
    48.2
    %
    
    
    1.0
    %Underwriting expense ratio (GAAP)
    
    
    46.9
    %
    
    
    47.7
    %
    
    
    (0.8
    )%Combined ratio (GAAP)
    
    
    96.1
    %
    
    
    95.9
    %
    
    
    0.2
    %Loss / LAE ratio (Statutory)
    
    
    49.2
    %
    
    
    48.2
    %
    
    
    1.0
    %Underwriting expense ratio (Statutory)
    
    
    43.4
    %
    
    
    45.5
    %
    
    
    (2.1
    )%Combined ratio (Statutory)
    
    
    92.6
    %
    
    
    93.7
    %
    
    
    (1.1
    )%
   
  
 10




---



##### Table of Contents



Six months ended June 30,2005 vs. 2004 Revenue(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangeDirect premiums written
    
    $
    32,735
    
    
    $
    32,239
    
    
    $
    496
    
    
    
    1.5
    %Net premiums written
    
    
    29,941
    
    
    
    28,773
    
    
    
    1,168
    
    
    
    4.1
    %Net premiums earned
    
    
    29,975
    
    
    
    27,585
    
    
    
    2,390
    
    
    
    8.7
    %Net investment income
    
    
    1,484
    
    
    
    1,294
    
    
    
    190
    
    
    
    14.7
    %Realized investment gains
    
    
    97
    
    
    
    99
    
    
    
    (2
    )
    
    
    (2.0
    )%Other Revenue
    
    
    172
    
    
    
    180
    
    
    
    (8
    )
    
    
    (4.4
    )%Total Revenue
    
    $
    31,728
    
    
    $
    29,158
    
    
    $
    2,570
    
    
    
    8.8
    %
 Three months ended June 30,2005 vs. 2004 Revenue(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangeDirect premiums written
    
    $
    18,495
    
    
    $
    17,906
    
    
    $
    589
    
    
    
    3.3
    %Net premiums written
    
    
    16,780
    
    
    
    15,854
    
    
    
    926
    
    
    
    5.8
    %Net premiums earned
    
    
    14,862
    
    
    
    13,723
    
    
    
    1,139
    
    
    
    8.3
    %Net investment income
    
    
    740
    
    
    
    626
    
    
    
    114
    
    
    
    18.2
    %Realized investment gains
    
    
    80
    
    
    
    196
    
    
    
    (116
    )
    
    
    (59.2
    )%Other Revenue
    
    
    87
    
    
    
    88
    
    
    
    (1
    )
    
    
    (1.1
    )%Total Revenue
    
    $
    15,769
    
    
    $
    14,633
    
    
    $
    1,136
    
    
    
    7.8
    %
    11




---



##### Table of Contents



Six months ended June 30,2005 vs. 2004 Investment income andrealized gains(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangeFixed income securities
    
    $
    1,845
    
    
    $
    1,641
    
    
    $
    204
    
    
    
    12.4
    %Dividends
    
    
    209
    
    
    
    203
    
    
    
    6
    
    
    
    3.0
    %Cash, cash equivalents & other
    
    
    260
    
    
    
    169
    
    
    
    91
    
    
    
    53.8
    %Gross investment income
    
    
    2,314
    
    
    
    2,013
    
    
    
    301
    
    
    
    15.1
    %Investment expenses
    
    
    (830
    )
    
    
    (719
    )
    
    
    111
    
    
    
    15.4
    %Net investment income
    
    $
    1,484
    
    
    $
    1,294
    
    
    $
    190
    
    
    
    14.7
    %Realized losses on fixed income
    
    $
    (410
    )
    
    $
    (108
    )
    
    $
    (302
    )
    
    NM %Realized gains on equities
    
    
    507
    
    
    
    207
    
    
    
    300
    
    
    NM %Net realized gains
    
    $
    97
    
    
    $
    99
    
    
    $
    (2
    )
    
    NM%
 
 (N/M means not meaningful)     12




---



##### Table of Contents



FairPERIOD OF TIME IN AN
    
    Value on
    
    RealizedUNREALIZED LOSS POSITION
    
    Sale Date
    
    Loss(In thousands)0-6 months
    
    $
    725
    
    
    $
    987-12 months
    
    
    
    
    
    
    More than 12 months
    
    
    
    
    
    
    Total
    
    $
    725
    
    
    $
    98
   Length of Unrealized LossFair
    
    Unrealized
    
    Less than
    
    6 to 12
    
    Over 12June 30, 2005
    
    Value
    
    Losses
    
    6 months
    
    Months
    
    Months(In thousands)Equity securities:Common stocks
    
    $
    2,105
    
    
    $
    136
    
    
    $
    136
    
    
    $
    0
    
    
    $
    0
  Less than 12 Months
    
    12 Months or Longer
    
    TotalEstimated
    
    Unrealized
    
    Estimated
    
    Unrealized
    
    Estimated
    
    UnrealizedFair Value
    
    Losses
    
    Fair Value
    
    Losses
    
    Fair Value
    
    Losses(In thousands)U.S. Treasury securities and
obligations of U.S. government
corporations and agencies
    
    $
    3,688
    
    
    $
    43
    
    
    $
    8,160
    
    
    $
    138
    
    
    $
    11,848
    
    
    $
    181Obligations of states and
political subdivisions
    
    
    2,405
    
    
    
    12
    
    
    
    9,829
    
    
    
    67
    
    
    
    12,234
    
    
    
    79Corporate securities
    
    
    5,170
    
    
    
    47
    
    
    
    5,840
    
    
    
    124
    
    
    
    11,010
    
    
    
    171Mortgage-backed securities
    
    
    13,852
    
    
    
    58
    
    
    
    5,825
    
    
    
    70
    
    
    
    19,677
    
    
    
    128Total fixed maturities
    
    
    25,115
    
    
    
    160
    
    
    
    29,654
    
    
    
    399
    
    
    
    54,769
    
    
    
    559Common stocks
    
    
    2,105
    
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    2,105
    
    
    
    136Total equity securities
    
    
    2,105
    
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    2,105
    
    
    
    136Total securities in a temporary
unrealized loss position
    
    $
    27,220
    
    
    $
    296
    
    
    $
    29,654
    
    
    $
    399
    
    
    $
    56,874
    
    
    $
    695
  13




---



##### Table of Contents



Six months ended June 30,2005 vs. 2004 Commercial lines (CL)(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangeCL Direct premiums written
    
    $
    21,728
    
    
    $
    20,076
    
    
    $
    1,652
    
    
    
    8.2
    %CL Net premiums written
    
    $
    19,611
    
    
    $
    17,622
    
    
    $
    1,989
    
    
    
    11.3
    %CL Net premiums earned
    
    $
    18,657
    
    
    $
    15,856
    
    
    $
    2,801
    
    
    
    17.7
    %CL Loss / LAE expense ratio (GAAP)
    
    
    42.4
    %
    
    
    29.6
    %
    
    
    12.8
    %CL Expense ratio (GAAP)
    
    
    48.8
    %
    
    
    48.3
    %
    
    
    0.5
    %CL Combined ratio (GAAP)
    
    
    91.2
    %
    
    
    77.9
    %
    
    
    13.3
    %
 Three months ended June 30,2005 vs. 2004 Commercial lines (CL)(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    

%
ChangeCL Direct premiums written
    
    $
    12,794
    
    
    $
    11,432
    
    
    $
    1,362
    
    
    
    11.9
    %CL Net premiums written
    
    $
    11,656
    
    
    $
    9,914
    
    
    $
    1,742
    
    
    
    17.6
    %CL Net premiums earned
    
    $
    9,476
    
    
    $
    7,831
    
    
    $
    1,645
    
    
    
    21.0
    %CL Loss / LAE expense ratio (GAAP)
    
    
    39.3
    %
    
    
    31.3
    %
    
    
    8.0
    %CL Expense ratio (GAAP)
    
    
    50.1
    %
    
    
    52.6
    %
    
    
    (2.5
    )%CL Combined ratio (GAAP)
    
    
    89.4
    %
    
    
    83.9
    %
    
    
    5.5
    %
    14




---



##### Table of Contents



Six months ended June 30,2005 vs. 2004 Personal lines (PL)(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangePL Direct premiums written
    
    $
    11,006
    
    
    $
    12,162
    
    
    $
    (1,156
    )
    
    
    (9.5
    )%PL Net premiums written
    
    $
    10,329
    
    
    $
    11,152
    
    
    $
    (823
    )
    
    
    (7.4
    )%PL Net premiums earned
    
    $
    11,318
    
    
    $
    11,730
    
    
    $
    (412
    )
    
    
    (3.5
    )%PL Loss / LAE expense ratio (GAAP)
    
    
    63.0
    %
    
    
    87.2
    %
    
    
    (24.2
    )%PL Expense ratio (GAAP)
    
    
    41.6
    %
    
    
    41.2
    %
    
    
    0.4
    %PL Combined ratio (GAAP)
    
    
    104.6
    %
    
    
    128.4
    %
    
    
    (23.8
    )%
 Three months ended June 30,2005 vs. 2004 Personal lines (PL)(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangePL Direct premiums written
    
    $
    5,701
    
    
    $
    6,473
    
    
    $
    (772
    )
    
    
    (11.9
    )%PL Net premiums written
    
    $
    5,124
    
    
    $
    5,940
    
    
    $
    (816
    )
    
    
    (13.7
    )%PL Net premiums earned
    
    $
    5,386
    
    
    $
    5,892
    
    
    $
    (506
    )
    
    
    (8.6
    )%PL Loss / LAE expense ratio (GAAP)
    
    
    66.7
    %
    
    
    70.5
    %
    
    
    (3.8
    )%PL Expense ratio (GAAP)
    
    
    41.1
    %
    
    
    41.3
    %
    
    
    (0.2
    )%PL Combined ratio (GAAP)
    
    
    107.8
    %
    
    
    111.8
    %
    
    
    (4.0
    )%
  15




---



##### Table of Contents



Six months ended June 30,2005 vs. 2004 Expenses and expense ratio(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangeAmortization of DAC
    
    $
    7,801
    
    
    $
    7,642
    
    
    $
    159
    
    
    
    2.1
    %As a % of net premiums earned
    
    
    26.0
    %
    
    
    27.7
    %
    
    
    (1.7
    )%Other underwriting expenses
    
    
    6,021
    
    
    
    4,839
    
    
    
    1,182
    
    
    
    24.4
    %Total expenses excluding losses/LAE
    
    $
    13,822
    
    
    $
    12,481
    
    
    $
    1,341
    
    
    
    10.7
    %Underwriting expense ratio
    
    
    46.1
    %
    
    
    45.3
    %
    
    
    0.8
    %
    
    
    N/M
 
 (N/M means not meaningful)  16




---



##### Table of Contents



Six months ended June 30,2005 vs. 2004 Income taxes(Dollars in thousands)
    
    2005
    
    2004
    
    Change
    
    % ChangeIncome before income taxes
    
    $
    2,872
    
    
    $
    1,747
    
    
    $
    1,125
    
    
    
    N/MIncome taxes
    
    
    814
    
    
    
    447
    
    
    
    367
    
    
    
    N/MNet income
    
    $
    2,058
    
    
    $
    1,300
    
    
    $
    758
    
    
    
    N/MEffective tax rate
    
    
    28.3
    %
    
    
    25.6
    %
    
    
    2.7
    %
 
 (N/M means not meaningful)  LIQUIDITY AND CAPITAL RESOURCES
  17




---



##### Table of Contents



18




---



##### Table of Contents



19




---



##### Table of Contents



ACQUISITIONS
     IMPACT OF INFLATION
   OFF BALANCE SHEET COMMITMENTS AND CONTRACTUAL OBLIGATIONS
 20




---



##### Table of Contents



21




---



##### Table of Contents



Item 6. Exhibits
 Exhibits
 
 Exhibit No.
    
    Title3.1
    
    Articles of Incorporation of Mercer Insurance Group, Inc.
(incorporated by reference herein to the Companys
Pre-effective Amendment No. 3 on Form S-1, SEC File No.
333-104897.)3.2
    
    Bylaws of Mercer Insurance Group, Inc. (incorporated by
reference herein to the Companys Annual Report on Form 10-K,
SEC File No. 000-25425, for the fiscal year ended December 31,
2003.)31.1
    
    Certification of Chief Executive Officer in accordance with
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith)31.2
    
    Certification of Chief Financial Officer in accordance with
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith)32.1
    
    Certification of Chief Executive Officer in accordance with
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith)32.2
    
    Certification of Chief Financial Officer in accordance with
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith)
 
 
 SIGNATURES
 
  
 
 MERCER INSURANCE GROUP, INC. (Registrant)Dated:
January 11, 2006
    
    By:
    
    /s/ Andrew R. SpeakerAndrew R. Speaker,President and Chief Executive OfficerDated:
January 11, 2006
    
    By:
    
    /s/ David B. MercleanDavid B. Merclean,Chief Financial Officer
 
 22