EXHIBIT 4(B)

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            HARLEYSVILLE GROUP INC.




It is hereby certified that:

     1.The name of the Corporation is Harleysville Group Inc.

     2.The  Restated  Certificate of Incorporation of the Corporation is h ereby
amended  by  striking  out  Paragraph  (a)  of  Article  Four  thereof  and  by
substituting in lieu of said Paragraph the following new Paragraph:

     "(a)The  aggregate  number  of  shares  which the Corporation has authority
     to  issue is: Eighty Million (80,000,000) shares of Common Stock of the par
     value  of One Dollar ($1.00) per share (the "Common Stock") and One Million
     (1,000,000) shares of Series Preferred Stock of the par value of One Dollar
     ($1.00) per share (the "Preferred Stock")."

     3.The  Amendment  of  the  Restated  Certificate  of  Incorporation  herein
certified has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.

     IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this  document and
affirmed that the facts contained herein are true under penalties of perjury.

Date: April 25, 1996

                                       /s/ Walter R. Bateman
                                       Walter R. Bateman, II
                                       President and Chief Executive Officer

Attest:


/s/ Roger A. Brown
Roger A. Brown
Vice President, Secretary and
General Counsel


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                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            HARLEYSVILLE GROUP INC.

                                 APRIL 22, 1992


                  Adopted Pursuant to Section 242 & 245 of the
                General Corporation Law of the State of Delaware

Certificate of Incorporation Originally Filed August 2, 1979

     1. The name of the Corporation is Harleysville Group Inc.

     2.The  address  of its registered office is 1209 Orange Street, Wilmington,
County  of New Castle, Delaware, 19801. The name of its registered agent at such
address is The Corporation Trust Company.

     3.The  nature  of  the business to be conducted or promoted is to engage in
any  lawful  act  or  activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

     4.(a)  The  aggregate  number  of  shares  which the Corporation shall have
authority  to issue is: Twenty-Three Million (23,000,000) shares of Common Stock
of  the  par  value of One Dollar ($1.00) per share (the "Common Stock") and One
Million  (1,000,000)  shares  of  Series Preferred Stock of the par value of One
Dollar ($1.00) per share (the "Preferred Stock").

     (b)  The  Preferred  Stock  may be issued from time to time by the Board of
Directors  as  herein provided in one or more series. The designations, relative
rights,  preferences and limitations of the Preferred Stock, and particularly of
the  shares  of  each  series  thereof,  may, to the extent permitted by law, be
similar  to or may differ from those of any other series. The Board of Directors
of  the  Corporation  is  hereby  expressly  granted  authority,  subject to the
provisions  of  this Article Four, to issue from time to time Preferred Stock in
one  or  more  series  and  to fix from time to time before issuance thereof, by
filing  a  certificate  pursuant  to  the General Corporation Law, the number of
shares  in each such series and all designations, relative rights (including the
right,  to  the  extent permitted by law, to convert into shares of any class or
into  shares  of  any  series  of any class), preferences and limitations of the
shares  in  each  such series, including, but without limiting the generality of
the foregoing, the following:

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     (i)The  number  of  shares  to  constitute such series (which number may at
     any  time,  or from time to time, be increased or decreased by the Board of
     Directors,  notwithstanding that shares of the series may be outstanding at
     the  time of such increase or decrease, unless the Board of Directors shall
     have  otherwise  provided  in  creating  such  series)  and the distinctive
     designation thereof;

     (ii)The  dividend  rate  on  the  shares  of  such  series  whether  or not
     dividends on the shares of such series shall be cumulative, and the date or
     dates, if any, from which dividends thereon shall be cumulative;

     (iii)Whether  or  not  the  shares  of such series shall be redeemable, and
     if  redeemable,  the  date  or  dates  upon  or  after  which they shall be
     redeemable and the amount or amounts per share (which shall be, in the case
     of  each  share, not less than its preference upon involuntary liquidation,
     plus  an  amount equal to all dividends thereon accrued and unpaid, whether
     or  not  earned  or declared) payable thereon in the case of the redemption
     thereof,  which  amount may vary at different redemption dates or otherwise
     as permitted by law;

     (iv)The  right,  if  any,  of  holders  of shares of such series to convert
     the  same  into,  or  exchange the same for, Common Stock or other stock as
     permitted  by  law,  and  the  terms  and  conditions of such conversion or
     exchange,  as  well  as provisions for adjustment of the conversion rate in
     such events as the Board of Directors shall determine;

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Page 46

     (v)The  amount  per  share  payable  on  the shares of such series upon the
     voluntary  and  involuntary  liquidation,  dissolution or winding up of the
     Corporation;

     (vi)Whether  the  holders  of  shares  of  such  series  shall  have voting
     power,  full  or limited, in addition to the voting powers provided by law,
     and,  in  case  additional  voting  powers  are accorded, to fix the extent
     thereof; and

     (vii)Generally  to  fix  the  other  rights  and  privileges  and  any
     qualifications,  limitations  or restrictions of such rights and privileges
     of  such  series,  provided,  however,  that  no  such  rights, privileges,
     qualifications,  limitations  or restrictions shall be in conflict with the
     Certificate  of  Incorporation of the Corporation or with the resolution or
     resolutions  adopted  by  the Board of Directors providing for the issue of
     any series of which there are shares then outstanding.

     (c)All  shares  of Preferred Stock of the same series shall be identical in
all respects, except that shares of any one series issued at different times may
differ  as  to  dates,  if any, from which dividends thereon may accumulate. All
shares  of  Preferred  Stock  of  all series shall be of equal rank and shall be
identical  in  all  respects, except that to the extent not otherwise limited in
this  Article  Four  any series may differ from any other series with respect to
any  one  or  more  of  the  designations,  relative  rights,  preferences  and
limitations  described or referred to in Subparagraphs (b)(i) to (vii) inclusive
of this Article Four.

     (d)Dividends  on  the  outstanding  Preferred Stock of each series shall be
declared  and  paid  or  set  apart  for  payment  before any dividends shall be
declared  and  paid or set apart for payment on the Common Stock with respect to
the  same  quarterly dividend period. Dividends on any shares of Preferred Stock
shall  be  cumulative only if and to the extent set forth in a certificate filed
pursuant  to  law.  After  dividends on all shares of Preferred Stock (including
cumulative  dividends  if  and  to  the extent any such shares shall be entitled
thereto)  shall have been declared andpaid or set apart for payment with respect
to  any  quarterly dividend period, then and not otherwise as long as any shares
of  Preferred Stock shall remain outstanding, dividends may be declared and paid
or  set  apart for payment with respect to the same quarterly dividend period on
the Common Stock out of the assets or funds of the Corporation legally available
therefor.

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     (e)All  shares  of  Preferred  Stock  of all series shall be of equal rank,
preference and priority as to dividends irrespective of whether or not the rates
of dividends to which the particular series of Preferred Stock shall be entitled
shall be the same and when the stated dividends are not paid in full, the shares
of  all  series of Preferred Stock shall share ratably in the payment thereof in
accordance  with the sums which would be payable on such shares if all dividends
were  paid  in full, provided, however, that any two or more series of Preferred
Stock  may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

     (f)  Except  as  otherwise  specifically  provided in the certificate filed
pursuant  to  law  with  respect  to  any  series  of  the Preferred Stock or as
otherwise  provided by law, the Preferred Stock shall not have any right to vote
for  the  election  of  directors  or for any other purpose and the Common Stock
shall have the exclusive right to vote for the election of directors and for all
other  purposes.  Each  holder of Common Stock shall be entitled to one vote for
each  share thereof held. In all instances in which voting rights are granted to
the  Preferred Stock or any series thereof, such Preferred Stock or series shall
vote  with  the  Common Stock as a single class, except with respect to any vote
for the approval of any merger, consolidation, liquidation or dissolution of the
Corporation  and  except as otherwise provided in the certificate filed pursuant
to  law  with  respect  to  any  series  of  the Preferred Stock or as otherwise
provided by law.

     (g)In  the  event  of  any  liquidation,  dissolution  or winding up of the
Corporation,  whether  voluntary  or involuntary, each series of Preferred Stock
shall  have  preference  and  priority  over the Common Stock for payment of the
amount  to  which eachoutstanding series of Preferred Stock shall be entitled in
accordance  with the provisions thereof and each holder of Preferred Stock shall
be  entitled  to  be  paid in full such amount, or have a sum sufficient for the
payment  in  full set aside, before any payments shall be made to the holders of
the  Common  Stock.  If,  upon  liquidation,  dissolution  or  winding up of the
Corporation,  the  assets  of  the  Corporation  or  the  proceeds  thereof,
distributable  among  the holders of the shares of all series of Preferred Stock
shall  be  insufficient  to  pay in full the preferential amount aforesaid, then
such  assets,  or  the proceeds thereof, shall be distributed among such holders
ratably  in accordance with the respective amounts which would be payable if all
amounts  payable  thereon  were paid in full. After the holders of the Preferred
Stock  of  each  series  shall  have been paid in full the amounts to which they
respectively  shall be entitled, or a sum sufficient for the payment in full set
aside, the remaining net assets of the Corporation shall be distributed pro rata
to  the  holders  of the Common Stock in accordance with their respective rights
and  interests,  to  the  exclusion  of  the  holders  of the Preferred Stock. A
consolidation  or  merger of the Corporation with or into another corporation or
corporations,  or  a  sale,  whether  for  cash,  shares of stock, securities or
properties,  of all or substantially all of the assets of the Corporation, shall
not be deemed or construed to be a liquidation, dissolution or winding up of the
Corporation within the meaning of this Article Four.

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     (h)In the event that Preferred Stock of any series shall be made redeemable
as  provided  in Subparagraph (b)(iii) of this Article Four, the Corporation, at
the  option of the Board of Directors, may redeem at any time or times, and from
time  to  time,  all  or  any  part of any one or more series of Preferred Stock
outstanding  by paying for each share the then applicable redemption price fixed
by  the  Board  of Directors as provided herein, plus an amount equal to accrued
and  unpaid  dividends  to  the  date fixed for redemption, upon such notice and
terms  as  may be specifically provided in the certificate filed pursuant to law
with respect to such series of Preferred Stock.


     (i)No  holder  of  Preferred Stock of the Corporation shall be entitled, as
such,  as a matter of right, to subscribe for or purchase any part of any new or
additional  issue  of  stock  of  any  class or series whatsoever, any rights or
options  to  purchase  stock of any class or series whatsoever or any securities
convertible  into,  exchangeable  for  or carrying rights or options to purchase
stock  of  any  class or series whatsoever, whether now or hereafter authorized,
and whether issued for cash or other consideration or by way of dividend.

5.The Corporation is to have perpetual existence.

6.In  furtherance and not in limitation of the powers conferred by statute,
the  Board  of  Directors  is  expressly authorized to make, alter or repeal the
By-Laws of the Corporation.

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7.Meetings  of  the stockholders may be held within or without the State of
Delaware,  as  the By Laws may provide. The books of the Corporation may be kept
(subject  to  any  provisions  contained  in  the statutes) outside the State of
Delaware  at  such place or places as may be designated from time to time by the
Board  of Directors or in the By Laws of the Corporation. Elections of directors
need  not  be  by  written ballot unless the By Laws of the Corporation shall so
provide.

8.A  Director  of  the  Corporation shall have no personal liability to the
Corporation or its stockholders for monetary damages for breach of his fiduciary
duty as a director; provided, however, this Article shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to  the  Corporation  or its stockholder; (ii) for acts or omissions not in good
faith  or  which involve intentional misconduct or a knowing violation of a law;
(iii)  for the unlawful payment of dividends or unlawful stock repurchases under
Section  174 of the General Corporation Law of the State of Delaware or (iv) for
any  transaction  from  which the director derived an improper personal benefit.
This  Article  shall  not eliminate or limit the liability of a director for any
act or omission occurring prior to the effective date of this Article.

9.The  Corporation reserves the right to amend, alter, change or repeal any
provision  contained  in this Certificate of Incorporation, in the manner now or
hereafter  prescribed  by  statute,  and  all rights conferred upon stockholders
herein are granted subject to this reservation.

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     WE,  THE UNDERSIGNED, being the Chairman of the Board, President & CEO, and
the  Secretary  of  Harleysville  Group  Inc.,  which  company  was  previously
incorporated pursuant to the General Corporation Law of the State of Delaware on
August 2, 1979, and which Certificate of Incorporation was Amended & Restated as
of  April  9,  1986,  and  Amended  as  of May 6, 1987, do make this amended and
restated Certificate of Incorporation, hereby declaring and certifying that this
is  our  act  and  deed  and  the facts herein are true, that the Certificate of
Incorporation has been adopted in accordance with the provisions of Sections 242
and  245  of  the  General  Corporation  Law  of the State of Delaware and that,
accordingly, we have hereunto set our hands this 1st day of June, 1992.

                                              /s/ B.W. Mitchell

                                              Bradford W. Mitchell
                                              Chairman of the Board,
                                              President & CEO

                                              /s/ Lucinda J. Gannon

                                              Lucinda J. Gannon
                                              Vice President, Secretary
                                              and General Counsel




     Subscribed  and  sworn  to  before  me  this  1st  day  of  June,  1992, at
Harleysville, Montgomery County, Pennsylvania.


                                              /s/ Agnes G. Draper

                                              NOTARY PUBLIC