SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549

                            Form 10-Q


[X]  Quarterly report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the quarterly period
     ended March 31, 1998 or

[ ]  Transition report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the transition period
     from ______________ to ____________.

        0-16533         
(Commission File Number)

               Old Guard Group, Inc.                  
(Exact Name of Registrant as Specified in its Charter)

      Pennsylvania                            23-2852984       
(State of Incorporation)               (IRS Employer ID Number)

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

        717-569-5361           
(Registrant's Telephone Number)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.   Yes [X]    No [ ]

  Number of Shares Outstanding as of April 30, 1998: 4,235,605

                   Common Stock (No Par Value)
                        (Title of Class)
<PAGE>
                      OLD GUARD GROUP, INC

                            Form 10-Q

              For the Quarter Ended March 31, 1998

                            Contents 


Part I -  FINANCIAL INFORMATION                        Page No.

Item 1.   Financial Statements

          Consolidated Balance Sheets as of March 31,
            1998 and December 31, 1997                      3
          Consolidated Statements of Income for the
            Three Months Ended March 31, 1998 and 1997      5
          Consolidated Statement of Shareholders' Equity
            for the Three Months Ended March 31, 1998       6
          Consolidated Statements of Cash Flows for the
            Three Months Ended March 31, 1998 and 1997      7
          Notes to Consolidated Financial Statements        9

Item 2.   Management's Discussion and Analysis of
            Financial Condition and Results of Operations  12

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                17

Item 2.   Change in Securities                             17

Item 3.   Defaults upon Senior Securities                  17

Item 4.   Submission of Matters to a Vote of Security
            Holders                                        17

Item 5.   Other Information                                17

Item 6.   Exhibits and Reports on Form 8-K                 17
<PAGE>
             OLD GUARD GROUP, INC. AND SUBSIDIARIES

                   Consolidated Balance Sheets
                           (UNAUDITED)


<TABLE>
<CAPTION>
                                                 As of             As of
                                            March 31, 1998   December 31, 1997

<S>                                           <C>              <C>
ASSETS
Investments:
 Fixed income securities
  Held to maturity, at amortized cost         $37,490,309      $38,382,722
  Available for sale, at fair value            56,174,676       57,237,836
 Preferred stocks, available for sale,
  at fair value                                 5,612,795        4,626,565
 Common stocks, available for sale,
   at fair value                               13,573,514       12,208,318
 Other invested assets                          5,766,152        5,668,025

   Total investments                          118,617,446      118,123,466

Cash and cash equivalents                       7,791,144       10,214,908
Receivables:
 Premiums                                       8,137,580        7,945,218
 Reinsurance                                   11,136,689       10,767,770
 Investment income                              1,275,785        1,236,186
 Affiliates                                     3,549,668        1,093,062
Prepaid reinsurance premiums                    4,752,393        6,285,844
Deferred policy acquisition costs               8,245,993        7,318,767
Deferred income taxes                                  -           262,750
Property and equipment                         12,205,345       10,112,212
Goodwill                                          758,237          772,023
Other assets                                    2,825,867        1,266,509

     Total assets                            $179,296,147     $175,398,715

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
 Losses and loss adjustment expenses           47,586,178       48,718,666
 Unearned premiums                             38,546,440       36,535,108
 Accrued expenses                               1,824,762        2,541,896
 Capital lease obligations                        598,572          796,558
 Deferred income taxes                            511,632               - 
 ESOP liability                                 3,771,624        3,840,566
 Other liabilities                              3,969,810        3,662,423

     Total liabilities                         96,809,018       96,095,217

Minority Interest                                 682,212          649,125

Shareholders' Equity:
 Preferred stock (5,000,000 shares authorized;
  0 issued and outstanding)                            -                - 
 Common Stock (15,000,000 shares authorized;
  4,232,605 and 4,204,910 shares issued;
  4,106,265 and 4,084,370 shares outstanding;
  no par)                                      38,594,858       38,317,908
 Additional paid-in capital                     4,844,702        4,787,703
 Deferred compensation                         (6,046,384)      (6,277,553)
 Retained earnings                             41,627,414       40,259,736
 Net unrealized investment gains, net of
  deferred income taxes                         5,228,360        3,856,612
 Treasury stock, at cost (126,340 and
  120,540 shares)                              (2,444,033)      (2,290,033)

      Total shareholders' equity               81,804,917       78,654,373

      Total liabilities and shareholders'
        equity                               $179,296,147     $175,398,715

</TABLE>

       The accompanying notes are an integral part of the
               consolidated financial statements.
<PAGE>
             OLD GUARD GROUP, INC. AND SUBSIDIARIES

                Consolidated Statements of Income
                           (UNAUDITED)
<TABLE>
<CAPTION>
                                              For the Three     For the Three
                                              Months Ended      Months Ended
                                              March 31, 1998    March 31, 1997
<S>                                           <C>               <C>
Revenue:
  Net premiums written                        $21,274,210       $16,752,561
  Change in unearned premiums                  (3,544,783)       (2,045,615)

  Net premiums earned                          17,729,427        14,706,946

  Investment income, net of expenses            1,503,754         1,373,236
  Net realized investment gains                   807,381           467,258
  Other revenue                                   598,651            88,890

  Total revenue                                20,639,213        16,636,330

Expenses:
  Losses and loss adjustment expenses incurred  9,540,015         8,885,227
  Operating expenses                            8,501,608         5,856,756
  Interest expense                                111,709           136,529

  Total expenses                               18,153,332        14,878,512

Income before income tax and minority
  interest                                      2,485,881         1,757,818

Income tax expense                                874,870           618,890

Income before minority interest                 1,611,011         1,138,928

Minority interest in earnings of consolidated
  subsidiary                                       33,087            10,274

Net income                                      1,577,924         1,128,654

Other comprehensive income, before tax:
  Unrealized holding gains (losses)             2,893,813        (1,032,459)
  Less: Reclassification adjustment for gains
    included in net income                        807,381           467,258

Other comprehensive income (loss),
  before tax                                    2,086,432        (1,499,717)
Income tax expense (benefit) related to 
  items of other comprehensive income             714,684          (562,034)

Other comprehensive income (loss), net of tax   1,371,748          (937,683)

Comprehensive income                          $ 2,949,672       $   190,971

Earnings per share
  Basic                                              0.43              0.30
  Diluted                                            0.41              0.30
</TABLE>

         The accompanying notes are an integral part of
             the consolidated financial statements.
<PAGE>
             OLD GUARD GROUP, INC. AND SUBSIDIARIES

         Consolidated Statements of Shareholders' Equity

         For the Three Months Ended March 31, 1998

                           (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                              Net
                                                                                           Unrealized
                                                                                           Investment
                                                      Additional                          Gains, Net of
                                  Common Stock         Paid-In    Deferred     Retained     Deferred    Treasury 
                                Shares      Amount     Capital   Compensation  Earnings   Income Taxes    Stock        Total   
                             
<S>                           <C>        <C>          <C>        <C>          <C>          <C>         <C>          <C>
Balance, January 1, 1998      4,084,370  $38,317,908  $4,787,703 ($6,277,553) $40,259,736  $3,856,612  ($2,290,033) $78,654,373 

Comprehensive income:
 Net income                                                                     1,577,924                             1,577,924 
 Unrealized gains on
  securities, net of
  reclassification
  adjustment                                                                                1,371,748                 1,371,748 
Comprehensive income                                                                                                  2,949,672 

Dividends ($.05 per share)                                                       (210,246)                             (210,246)

Exercise of common
 stock options                   27,695      276,950                                                                    276,950 

Purchase of treasury stock       (8,000)                                                                  (154,000)    (154,000)

MRP stock-based compensation      2,200                              162,226                                            162,226 


ESOP compensation earned                                  56,999      68,943                                            125,942 
                                                                                                                                
Balance, March 31, 1998       4,106,265  $38,594,858  $4,844,702 ($6,046,384) $41,627,414  $5,228,360  ($2,444,033) $81,804,917 

</TABLE>


         The accompanying notes are an integral part of
             the consolidated financial statements.
<PAGE>
             OLD GUARD GROUP, INC. AND SUBSIDIARIES

              Consolidated Statements of Cash Flows
                           (UNAUDITED)

<TABLE>
<CAPTION>
                                                       For the Three     For the Three
                                                       Months Ended      Months Ended
                                                       March 31, 1998    March 31, 1997

<S>                                                      <C>                <C>
Cash flows from operating activities:
 Net income                                               $1,577,924       $ 1,128,654

 Adjustments to reconcile net income to net cash
  used by operating activities:
  Depreciation and amortization                              346,326           359,384 
  Net realized investment gains                             (807,381)         (467,258)
  Deferred income tax provision                               59,698           257,556 
  Non-cash compensation expense                              288,167            28,968 
  Other                                                       33,087            10,274 
  (Increase) decrease in assets:
     Receivables                                          (3,057,486)        2,807,840 
     Prepaid reinsurance premiums                          1,533,451         2,039,148 
     Deferred policy acquisition costs                      (927,226)         (503,143)
     Other assets                                         (1,559,358)          403,186 
  Increase (decrease) in liabilities:
    Losses and loss adjustment expenses                   (1,132,488)       (6,361,832)
     Unearned premiums                                     2,011,332          (807,208)
     Accrued expenses                                       (717,134)         (896,020)
     Other liabilities                                     1,626,732           912,935 

  Net cash used by operating activities                     (724,356)       (1,087,516)

Cash flows from investing activities:
 Cost of purchases of fixed income securities 
  Held to maturity                                        (1,973,291)                - 
  Available for sale                                      (2,718,721)      (20,872,384)
 Proceeds from sales of fixed income securities 
  Available for sale                                       3,877,689         2,361,290 
 Proceeds from maturities of fixed income securities
  Held to maturity                                         2,829,399                 - 
  Available for sale                                       1,076,753         1,503,316 
 Cost of equity securities acquired                       (1,966,514)       (3,917,605)
 Proceeds from sales of equity securities                  1,318,861         2,447,578 
 Cost of purchases of other invested assets                  (60,000)         (140,000)
 Proceeds from sales of other invested assets                      -           624,442 
 FDIC acquisition, net of cash acquired                            -          (626,175)
 Cost of purchases of property and equipment              (2,410,016)       (2,050,159)

  Net cash used by investing activities                      (25,840)      (20,669,697)

Cash flows from financing activities:
 Proceeds from sale of stock                                 276,950        37,836,339 
 Purchase of treasury stock                               (1,473,345)                -
 Payment of dividends                                       (210,246)                -
 Proceeds from bank loan                                           -         1,100,000 
 Payments on principal of capital lease or bank loan        (266,927)       (1,742,731)

  Net cash used by financing activities                   (1,673,568)       37,193,608 

  Net increase (decrease) in cash and cash equivalents    (2,423,764)       15,436,395 

Cash and cash equivalents at beginning of period          10,214,908         5,668,369 

Cash and cash equivalents at end of period               $ 7,791,144      $ 21,104,764 

</TABLE>


         The accompanying notes are an integral part of
             the consolidated financial statements.
<PAGE>
             OLD GUARD GROUP, INC. AND SUBSIDIARIES
                           (UNAUDITED)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Organization

     The consolidated financial statements include the accounts
of Old Guard Group, Inc. and its wholly-owned subsidiaries (the
Group), Old Guard Insurance Company (Old Guard), Old Guard Fire
Insurance Company (Old Guard Fire), First Patriot Insurance
Company (First Patriot) and Old Guard Investment Holding Company,
Inc. (OGIHC) and its wholly-owned subsidiaries, Old Guard
Insurance Management Company (OGIM) and 2929 Service Corporation
and OGIHC's 80% owned subsidiary, First Delaware Insurance
Company (First Delaware). 

     The Group is a regional insurance holding company that, on
February 11, 1997, completed a subscription offering in which it
raised $38.3 million, net of issuance costs of $3.7 million, in
exchange for 4.2 million shares of no par common stock. 
Concurrent with the offering and in accordance with a plan of
conversion, Old Guard, Old Guard Fire and First Patriot
(collectively, the Insurance Companies) were converted from
mutual to stock insurance companies and issued shares of common
stock to the Group in exchange for $16.0 million.  As a result of
the conversion, the Insurance Companies are wholly-owned
subsidiaries of the Group. 

2.   Basis of Presentation

     The financial information for the interim periods included
herein is unaudited; however, such information reflects all
adjustments, consisting of normal recurring adjustments, which
are, in the opinion of management, necessary to a fair
presentation of the financial position, results of operations,
and cash flows for the interim periods.  The results of
operations for interim periods are not necessarily indicative of
results to be expected for the full year. 

     These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
for the year ended December 31, 1997 included in the Company's
1997 Annual Report on Form 10-K filed with the Securities and
Exchange Commission.  

     Certain amounts in the 1997 financial statements have been
reclassified to conform with the current year presentation.

3.   Earnings Per Share

     The following table reconciles the numerator and denominator
used in basic earnings per share to diluted earnings per share.

                               March 31, 1998    March 31, 1997

Net income - for basic and
diluted earnings per share       $1,577,924        $1,128,654

Common shares outstanding         3,704,466         3,799,804

Dilutive shares

   Treasury stock in MRP trust      127,029                 -

   Outstanding stock options         94,941                 -

Total common and dilutive
  shares                          3,926,436         3,799,804

     Options to purchase 10,000 shares of common stock at $19 to
$22 per share were granted during the second half of 1997 but
were not included in the computation of diluted earnings per
share because the options' exercise price was greater than the
average market price of the common shares.

4.   Supplemental Cash Flow Disclosure

     Interest paid for the three months ended March 31, 1998 and
1997 was $84,808  and $112,941, respectively.  Net income taxes
paid (received) for the three months ended March 31, 1998 and
1997 was $490,000 and ($16,523), respectively.

5.   New Accounting Pronouncements

     In June 1997, Statement of Financial Accounting Standards
(SFAS) No. 130, "Comprehensive Income," was issued.  SFAS No. 130
establishes standards for the reporting and disclosure of
comprehensive income and its components (revenues, expenses,
gains and losses).  SFAS No. 130 requires that all items that are
required to be recognized under accounting standards as
components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other
financial statements.  SFAS No. 130 requires that an enterprise
(a) classify items of other comprehensive income by their nature
in a financial statement and (b) display the accumulated balance
of other comprehensive income separately from retained earnings
and additional paid-in capital in the equity section of a
statement of financial position.  The effects of adopting SFAS
No. 130 are included in the consolidated financial statements
included herein.

     In June 1997, SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information," was issued.  SFAS No. 131
establishes standards for the way that public business
enterprises report information about operating segments in annual
financial statements and requires that those enterprises report
selected information about operating segments in interim
financial reports issued to shareholders.  SFAS No. 131 also
establishes standards for related disclosures about products and
services, geographic areas and major customers.  SFAS No. 131 is
effective for fiscal years beginning after December 15, 1997. 
The Group is currently in the process of determining the effect
of SFAS No. 131 upon its financial reporting requirements and
will adopt SFAS No. 131 for its year-end 1998 financial
reporting.
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

     Premiums.  Gross premiums written increased $4.6 million or
22.4% in the first quarter of 1998 as compared to the first
quarter of 1997.  The primary cause of this increase was the
assumption of 100% of the net premiums of New Castle Mutual
Insurance Company (New Castle), which is affiliated with the
Group through a management contract.  Assumed premiums from New
Castle amounted to $4.4 million in the first quarter of 1998
versus $299,000 in 1997.  Of the $4.4 million, $3.0 million is
attributable to the one time transfer of New Castle's unearned
premium reserve as of January 1, 1998.  Other increases in gross
written premiums are attributable to changes in direct premiums
with commercial and personal automobile, farmowners and
commercial multi-peril experiencing the most significant growth
while property lines and workers' compensation direct premiums
decreased.

     Premiums ceded to reinsurers decreased $349,000 to $3.5
million for the quarter ended March 31, 1998 compared to the
quarter ended March 31, 1997.  The decrease in premiums ceded was
attributable to the elimination, on a run-off basis, of the quota
share reinsurance agreement effective January 1, 1998.  As a
result, no premiums are ceded under the quota share reinsurance
treaty in 1998.  This compares to $1,000,000 of ceded premiums
ceded under this treaty in the first quarter of 1997 and negative
ceded premiums of $1,400,000 under the surplus reinsurance treaty
as a result of its cancellation effective January 1, 1997. 

     Net premiums written increased $4.5 million, or 27.0%, for
the quarter ended March 31, 1998 to $21.3 million from $16.8
million in 1997.  For the same comparative periods, net premiums
earned increased by $3.0 million, or 20.5%, to $17.7 million from
$14.7 million in 1997.  The increases in net premiums written and
earned were directly attributable to the effects of the changes
instituted in the Company's reinsurance program and increases in
gross premiums written as previously discussed. 

     Net Investment Income.  Cash and invested assets decreased
$1.9 million, or 1.5%, to $126.4 million on March 31, 1998 from
$128.3 million on December 31, 1997.  This decrease is primarily
as a result of additional investments in computer software and
hardware and constructions costs associated with the Group's home
office expansion in Lancaster, Pennsylvania.  For the quarter
ended March 31, 1998, the yield on average cash and invested
assets was 4.9% compared to 5.2% for the comparable period of
1997.  The result of these changes was that net investment income
increased $131,000, or 9.5%, to $1.5 million for the quarter
ended March 31, 1998 from $1.4 million in the first quarter of
1997. 

     Net Realized Investment Gains.  Net realized investment
gains were $807,000 for the first quarter of 1998 compared to
$467,000 in 1997.  The increase can be attributed to profits
taken in both the Group's fixed income and equity portfolios.

     Losses and Loss Adjustment Expense.  Net losses and loss
adjustment expenses incurred increased by $655,000, or 7.4%, to
$9.5 million for the quarter ended March 31, 1998 from $8.9
million for the quarter ended March 31, 1997.  The loss and loss
adjustment expense ratio for the first quarter of 1998 was 53.8%
versus 60.4% in 1997.  The decrease in the loss and loss
adjustment expense ratio can be attributed to the mild winter
weather experienced in the first quarter of 1998 which primarily
benefitted the farmowners, homeowners, commercial multi-peril and
automobile lines of business. 

     Operating Expenses.  Operating expenses increased by $2.6
million, or 45.2%, for the quarter ended March 31, 1998 to $8.5
million from $5.9 million for 1997.  The increase is primarily
the result of the unwinding of the quota share reinsurance
agreement in 1998 and additional commission expense on the
assumed business from New Castle. 

     Federal Income Tax Expense.  Federal income tax as a
percentage of pre-tax income was 35.2% for the quarters ended
March 31, 1998 and 1997. 

Liquidity and Capital Resources

     The principal sources of the Group's cash flow are premiums,
investment income, maturing investments and proceeds from sales
of invested assets.  In addition to the need for cash flow to
meet operating expenses, the liquidity requirements of the Group
relate primarily to the payment of losses and loss adjustment
expenses.  The short and long-term liquidity requirements of the
Group vary because of the uncertainties regarding the settlement
dates for liabilities for unpaid claims and because of the
potential for large losses, either individually or in the
aggregate.

     The Group and its subsidiaries have in place unsecured lines
of credit with local financial institutions under which they may
borrow up to an aggregate of $1.5 million.  During the first
quarter of 1998, no amounts were borrowed against these lines of
credit.

     Net cash used by operating activities was $700,000 and $1.1
million during the first quarter of 1998 and 1997, respectively. 
The negative cash flow from operating activities in 1998 was
primarily a result of an increase in prepaid premium taxes and an
increase in reinsurance receivables from New Castle offset
somewhat by an increase in unearned premiums.  The negative cash
flow from operating activities during 1997 was primarily
attributable to the reduction of liabilities for losses and loss
adjustment expenses and year-end profit sharing with agents.

     In 1998, cash used by investing activities was minimal as
the Group utilized the net proceeds from activity in its
investment portfolio to finance its home office expansion.  In
1997, cash used for investing activities was $20.7 million as the
Group invested the net proceeds from the subscription offering
and made continuing investments in computer systems.
     
     In 1998, cash used by financing activities was $1.7 million
as the Group purchased treasury stock and paid cash dividends. 
In 1997, cash provided by financing activities of $37.2 million
resulted primarily from the net proceeds from the subscription
offering less repayments of capital leases and other debt.

     The principal source of liquidity for Old Guard Group, Inc.
(OGGI) will be dividend payments and other fees received from its
subsidiaries.  OGGI's insurance subsidiaries are restricted by
the insurance laws of the state of domicile as to the amount of
dividends or other distributions they may pay to the OGGI without
the prior approval of the state regulatory authority.  Under
Pennsylvania law, the maximum amount that may generally be paid
by an insurance company during any twelve-month period after
notice to, but without prior approval of, the Pennsylvania
Insurance Department, cannot exceed the greater of 10% of the
insurance company's statutory surplus as reported on the most
recent annual statement filed with the Department, or the net
income of the insurance company for the period covered by such
annual statement.  However, the Insurance Companies are further
restricted as to the amount of dividends that may be paid to
OGGI.  These restrictions do not allow the Insurance Companies to
pay a dividend to OGGI without prior approval of the Pennsylvania
Insurance Department for a 36 month period following the
conversion.

     OGGI's Employee Stock Ownership Plan (ESOP) borrowed
$4.1 million from an unaffiliated lender and $100,000 from OGGI
to purchase 10% of the common stock issued in the Conversion. 
The loans bear an 8.45% interest rate, and will require the ESOP
to make monthly payments of approximately $49,000 for a term of
10 years.  The loans are secured by the shares of common stock
purchased and the earnings thereon.  Shares purchased with such
loan proceeds will be held in a suspense account for allocation
among participants as the loan is repaid.  OGGI expects to
contribute sufficient funds to the ESOP to repay such loan, plus
such other amounts as the OGGI's Board of Directors may determine
at its discretion.

     In February 1996, OGIHC and American Technologies, Inc., a
California based software lessor, entered into a lease financing
agreement in connection with the acquisition by the Group of a
new policy processing software system for approximately $2.5
million.  The terms of the lease financing agreement provide for
an aggregate lease facility up to $1.5 million.  The implied
interest rate under the lease is 9.5%.  As of December 31, 1996,
the lease facility was fully utilized.  Under the terms of the
lease financing agreement, OGIHC is required to make payments of
approximately $57,000 per month for 24 months.

Effects of Inflation

     The effects of inflation on the Group are implicitly
considered in estimating reserves for unpaid losses and loss
adjustment expenses, and in the premium rate-making process.  The
actual effects of inflation on the Group's results of operations
cannot be accurately known until the ultimate settlement of
claims.  However, based upon the actual results reported to date,
it is management's opinion that the liability for losses and LAE,
including losses that have been incurred but not yet reported,
make adequate provision for the effects of inflation.

Year 2000 Issue

     The unprecedented advances in computer technology over the
past several decades have resulted in dramatic changes in the way
companies do business.  Most of these developments have been
beneficial, but some have proven costly, as businesses have
struggled to adapt to various features of the new technological
landscape.  One such well-publicized problem has arisen out of
the worldwide use of the so called "Year 2000" programming
convention, in which two digit numbers were generally used
instead of four digit numbers to identify the years used in
dates.  As a consequence, most computers require relatively
costly reprogramming to enable them to correctly perform data
operations involving years 2000 or later, a problem anticipated
to have substantial repercussions on the business world because
computer operations involving date calculations are pervasive.

     Beginning in 1991, the Group began evaluating and
reprogramming its own computer systems to address the Year 2000
problem.  By the end of 1992, all necessary programming work was
completed and implemented.  With the completion of these changes,
Year 2000 issues are not likely to result in any material adverse
disruption in the Group's computer systems or its internal
business operations.  The cost of this work through 1992 was
approximately $140,000. 

     To ensure that all software applications are Year 2000
compliant, the Group is currently testing all applications in a
true Year 2000 environment.  This testing is being conducted on
hardware and system operating software that has the operating
system date beyond 1999.  This project is scheduled to be
completed by June 30, 1998.  It is estimated that the total
remaining cost to complete this phase and become Year 2000
compliant will be approximately $10,000. 
     
     Many experts now believe that the Year 2000 problem may have
a material adverse impact on the national and global economy
generally.  In addition, it seems likely that if businesses are
materially damaged as a result of Year 2000 problems, at least
some such businesses may attempt to recoup their losses by
claiming coverage under various types of insurance policies. 
And, although management has concluded that under a fair reading
of the various policies of insurance issued by it no coverage for
Year 2000 problems should be considered to exist, it is not
possible to predict whether or to what extent any such coverage
could ultimately be found to exist by courts in the various
jurisdictions.  Accordingly, important factors which could cause
actual results to differ materially from those expressed in the
forward looking statements include, but are not limited to, the
inability of the Group to accurately estimate the impact of the
Year 2000 problem on the insurance issued by, or other business
operations of the Group. 

Forward-Looking Statements

     Certain statements contained in the Management's Discussion
and Analysis of Financial Condition and Results of Operations and
other statements made throughout this report constitute "forward-
looking statements" (as such term is defined in the Private
Securities Litigation Reform Act of 1995).  Such statements
involve certain assumptions, risks and uncertainties that could
cause actual results to differ materially from those included in
or contemplated by the statements.  These assumptions, risks and
uncertainties include, but are not limited to those associated
with factors affecting the property-casualty insurance industry
generally, including price competition, size and frequency of
claims, escalating damage awards, natural disasters, fluctuations
in interest rates and general business conditions; the Group's
dependence on investment income; the geographic concentration of
the Group's business in the Northeast United States, the adequacy
of the Group's liability for losses and loss adjustment expenses;
government regulation of the insurance industry and the other
risks and uncertainties discussed or indicated in all documents
filed by the Group with the Securities and Exchange Commission.
The Group expressly disclaims any obligation to update any
forward-looking statements as a result of developments occurring
after the release of this report.
<PAGE>
                   PART II.  OTHER INFORMATION

ITEM 1.   Legal Proceedings - For a detail description of the
          status of material litigation pending against the Group
          see footnote 15 of the Consolidated Financial
          Statements contained in the Group's 1997 Annual Report
          on Form 10-K filed with the Securities and Exchange
          Commission.  No material events have happened impacting
          the status of that litigation since the filing of the
          1997 Form 10-K.

ITEM 2.   Change in Securities - None

ITEM 3.   Defaults Upon Senior Securities - None

ITEM 4.   Submission of Matters to a Vote of Security Holders - 
          None

ITEM 5.   Other Information - None

ITEM 6.   Exhibits and Reports on Form 8-K

          Report on Form 8-K was filed on February 13,
          1997 under "Item 5.  Other Events" of such
          form

          Exhibit 27 - Financial Data Schedule
<PAGE>
                            SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                              OLD GUARD GROUP, INC.


Date:  May 15, 1998           /s/ Mark J. Keyser                 
                              Mark J. Keyser,
                              Chief Financial Officer and
                              Treasurer (principal financial
                              officer and principal accounting
                              officer)