UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF THE SECURITIES EXCHANGE ACT OF 1934

~~the~~Date ~~Securities~~of ~~Exchange~~report ~~Act~~(Date of ~~1934~~earliest event reported): February 15, 2012

Date of Report (Date of earliest event reported) December 20, 2011

HARLEYSVILLE GROUP INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~charter~~Charter)

Delaware	0-14697	51-0241172
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

355 Maple Avenue, Harleysville, Pennsylvania		19438
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant’s telephone number, including area code~~ (215) 256-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report.~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 58.0201 ~~Departure~~OTHER ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~EVENTS.

InAs ~~order~~previously todisclosed ~~preserve~~in ~~economic~~a ~~benefits~~Current toReport on Form 8-K filed by Harleysville Group Inc. (the “Company”) ~~and~~or to “Harleysville ~~Mutual~~Group”) ~~Insurance~~on ~~Company~~September 30, 2011, the ~~parent~~Company ofand ~~the~~Harleysville Mutual Insurance Company (“Harleysville Mutual”), ~~and~~entered ~~their~~into ~~respective~~an stockholders and policyholders, of approximately $14.0 million that would otherwise have been expended or lost in connection with excise taxes, lost tax deductions and tax “gross-up” payments associated with change in control payments made pursuant to the pending merger transactions under the Agreement and Plan of Merger, dated September 28, 2011, ~~among~~ (the ~~Company,~~“Merger ~~Harleysville Mutual~~Agreement”), with Nationwide Mutual Insurance Company (“Nationwide”) ~~and Nationals Sub, Inc. (the “Merger Agreement~~Mutual”), ~~on December 20, 2011, the Compensation~~ and ~~Personnel~~its ~~Development~~wholly ~~Committee~~owned ~~of the Company approved~~subsidiary, ~~subject~~Nationals ~~to certain conditions~~Subs, ~~for five executive officers: (1)~~ ~~payment,~~Inc. ~~on an accelerated basis, of 2011 cash bonuses, at a target level of performance~~ (~~the~~ “~~2011~~Merger ~~Target Bonuses~~Sub”),. Pursuant ~~which 2011 Target Bonuses are committed~~ to ~~be paid by Nationwide to executive officers and other employees of~~ the ~~Company within 60 days after the closing of the merger transactions under the~~ Merger Agreement;, ~~and~~upon ~~(2) the~~receipt ~~vesting~~ of ~~time-based~~all ~~restricted~~required ~~stock/restricted~~approvals ~~stock unit awards held by certain executives (subject to transfer restrictions described below);~~ and ~~committed to accelerate~~consents, atand ~~the~~satisfaction ~~end~~ of ~~the~~all ~~performance~~closing ~~period~~conditions, ~~certain~~Harleysville ~~performance-based~~Mutual ~~restricted~~will ~~stock/restricted~~merge ~~stock~~with ~~unit~~and ~~awards~~into ~~held~~Nationwide byMutual ~~certain~~and ~~executives~~Merger ofSub ~~the~~will ~~Company. The~~merge ~~acceleration~~with ofand ~~compensation~~into ~~determination was ratified by~~ the ~~full Board of Directors of the~~ Company.

~~The~~On ~~executives~~February 15, ~~receiving such accelerated compensation include Michael L. Browne~~2012, ~~President~~the ~~and~~Company ~~Chief Executive Officer,~~ and ~~Arthur~~Harleysville E.Mutual ~~Chandler,~~distributed ~~Senior~~through ~~Vice~~its ~~President~~intranet ~~and~~site ~~Chief~~to ~~Financial~~employees ~~Officer of~~ the ~~Company. Messrs. Browne~~following documents and ~~Chandler~~materials: ~~are~~Employee & ~~two~~Retiree ~~of the~~ “~~named~~Frequently ~~executive~~Asked ~~officers~~Questions” & ~~for~~Responses ~~which~~— ~~compensation~~3rd Installment, ~~disclosure~~a ~~was~~copy ~~provided~~of inwhich ~~the~~is ~~Company’s~~attached ~~proxy~~hereto ~~statement~~as ~~for its 2011 annual meeting of stockholders~~Exhibit 99. In1 ~~addition, compensation that would otherwise be due~~ to bethis ~~paid~~Current toReport ~~three~~on ~~additional~~Form 8-K ~~executive~~and ~~officers~~is ofincorporated ~~the~~herein ~~Company~~by ~~was accelerated~~reference. ~~Such accelerated compensation will be paid on December 30, 2011.~~

~~The~~Cautionary ~~2011~~Notice ~~Target~~Regarding ~~Bonuses~~Forward ~~and~~Looking the outstanding equity awards represent compensation that, but for the acceleration, would have been paid to the executive officers either on vesting dates arising at various times in 2012 or, if not paid earlier, at the time of or following the closing of the merger of Nationals Sub, Inc. with and into the Company (the “Company Merger”). The Company believes that the acceleration in payment of such compensation is in the best interests of the Company, Harleysville Mutual and their respective stockholders and policyholders because it: (1) eliminates or reduces tax gross-up payments to certain employees that would otherwise be required under the terms of the existing change-in-control agreements, and (2) preserves tax deductions that would otherwise be lost, in each case on account of the impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. The tax gross-up payments that the Company avoids, and the tax deductions (after-tax) that are preserved total approximately $14.0 million, assuming a price of $59.00 per share of the Company’s common stock.Statements

InCertain ~~connection~~statements ~~with~~in ~~the~~this ~~acceleration~~Current ofReport ~~the~~on ~~2011~~Form 8-K ~~Target~~may ~~Bonuses~~be ~~and~~deemed ~~the~~to ~~accelerated~~be ~~vesting~~forward-looking ofstatements. ~~selected~~These ~~equity~~forward-looking ~~awards~~statements are based on current expectations, ~~the~~estimates, ~~Company~~forecasts and ~~each~~projections ~~impacted~~of ~~executive~~future ~~will~~company ~~enter~~or ~~into~~industry aperformance ~~Change~~based inon ~~Control~~management’s ~~Payment~~judgment, ~~Acknowledgement~~beliefs, current trends and ~~Agreement~~market ~~(the~~conditions. ~~“Agreement”)~~Actual ~~that~~outcomes ~~imposes~~and ~~significant~~results ~~transfer~~may ~~restrictions~~differ onmaterially ~~the~~from ~~accelerated~~what ~~compensation~~is expressed, forecasted or implied in any forward-looking statement. ~~Under~~ ~~the~~Forward-looking ~~Agreement~~statements made by Nationwide Mutual, ~~each~~Harleysville ~~executive~~Mutual ~~agrees~~or toHarleysville ~~return~~Group may be identified by the ~~2011~~use ~~Target~~of ~~Bonus~~words such as “will,” ~~less~~“expects,” ~~the~~“intends,” ~~Federal~~“plans,” ~~state~~“anticipates,” ~~and~~“believes,” ~~local~~“seeks,” ~~income~~“estimates,” and ~~employment~~similar ~~taxes~~expressions. ~~paid~~There byare ~~the~~a ~~executive~~number ~~with~~of ~~respect~~risks and uncertainties that could cause actual results to differ materially from the ~~2011~~forward-looking ~~Target~~statements ~~Bonus~~included in this document. For example, ~~if:~~ (1) ~~the~~Harleysville ~~Company~~Group ~~Merger~~may isbe ~~not~~unable ~~consummated~~to ~~and~~obtain astockholder ~~change~~approval inrequired ~~control~~for ofthe transactions; (2) regulatory approvals required for the ~~Company~~transactions ~~does~~may not ~~otherwise~~be ~~occur~~obtained, ~~before~~or required regulatory approvals may delay the ~~effective~~transactions ~~date~~or ofresult in the ~~termination~~imposition of ~~the~~conditions ~~Merger~~that ~~Agreement,~~could orhave ~~(2) if~~a ~~the~~material ~~executive’s~~adverse ~~employment~~effect byon ~~the~~Nationwide ~~Company~~Mutual, isHarleysville ~~terminated~~Mutual ~~prior~~or Harleysville Group or cause the parties to abandon the ~~60th~~transactions; (3) ~~day~~conditions ~~following~~to the closing of the ~~Company~~transactions ~~Merger~~may ~~for~~not ~~any~~be ~~reason~~satisfied; ~~other~~(4) the ~~than~~business ~~termination~~of byNationwide ~~the~~Mutual, ~~Company~~Harleysville ~~without~~Mutual ~~cause. In~~or ~~addition,~~Harleysville inGroup ~~the~~may ~~event~~suffer ofas a ~~return~~result of uncertainty surrounding the ~~2011~~transactions; ~~Target~~and ~~Bonus~~(5) Nationwide ~~compensation~~Mutual, ~~the~~Harleysville ~~executive~~Mutual ~~agrees~~or toHarleysville ~~assign~~Group tomay ~~the~~be ~~Company~~adversely ~~any~~affected by other economic, business, and/or ~~all~~competitive ~~rights~~factors. These and other factors that could cause Harleysville Group’s actual results to adiffer ~~refund~~materially ~~for~~from ~~taxes~~those ~~paid~~expressed or implied are discussed under “Risk Factors” in Harleysville Group’s most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission. Nationwide Mutual, Harleysville Mutual and Harleysville Group undertake no obligation to ~~assist~~update ~~the~~any ~~Company~~forward-looking instatements, ~~its~~whether ~~pursuit~~as a result of ~~such~~new ~~refunds~~information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

~~With~~Additional ~~respect~~Information toand ~~accelerated~~Where ~~equity-based~~to ~~compensation,~~Find under the Agreement each executive cannot transfer, assign, gift, pledge, hypothecate or otherwise transfer, for value or otherwise, any of the shares of common stock received until the earlier of the original vesting date of such shares or the closing date of the Company Merger.It

~~The~~This ~~Company~~communication ~~believes,~~may ~~after~~be ~~consultation~~deemed ~~with~~to ~~its~~be ~~internal~~solicitation ~~and~~material ~~external~~in ~~legal~~respect ~~and~~of ~~other advisors, that~~ the ~~acceleration~~proposed ~~preserves~~transactions ~~for~~between ~~the~~Harleysville ~~Company~~ and ~~Harleysville Mutual the economic benefit of approximately $14~~Nationwide.0 ~~million~~In ~~that~~connection ~~would~~with ~~otherwise~~the beproposed ~~lost. The actions represent an acceleration of compensation~~transactions, ~~not~~Harleysville ~~payment~~Group ~~of additional compensation to any of the executive officers of the Company~~Inc. ~~The~~ ~~actions~~has ~~taken~~filed ~~were limited to only those executives for whom~~ a ~~potential~~preliminary ~~excise~~proxy ~~tax~~statement ~~gross-up~~on ~~and~~Schedule ~~lost tax deduction would have been triggered by the closing of the Company Merger~~14A, ~~and~~which ~~the~~is ~~affected executives are expected to remain with the Company after the closing of the Company Merger and have adequate incentive to do so.~~

~~Additional Information and Where to Find It~~2

~~This~~available ~~communication~~free ~~may~~of becharge ~~deemed~~on tothe beSEC’s ~~solicitation~~web ~~material~~site, inhttp://www.sec.gov. ~~respect~~The ofinformation contained in the ~~proposed~~preliminary ~~transactions~~filing ~~between~~is ~~Harleysville~~not complete and ~~Nationwide~~may be changed. InHarleysville ~~connection~~Group ~~with~~Inc. ~~the~~plans ~~proposed~~to ~~transactions,~~file aand ~~proxy~~mail ~~statement~~to ofstockholders ~~the~~a ~~Company~~definitive ~~and~~proxy ~~other~~statement ~~materials~~with ~~will~~respect beto ~~filed with~~ the ~~SEC~~proposed transactions. WE URGE ~~INVESTORS~~STOCKHOLDERS TO READ THE PRELIMINARY PROXY STATEMENT, ~~AND~~THE ~~THESE~~DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE), AND OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ~~THE~~HARLEYSVILLE ~~COMPANY~~GROUP INC. AND THE PROPOSED TRANSACTIONS. Investors will be able to obtain free copies of the preliminary proxy statement and the definitive proxy statement (when available) as well as other filed documents containing information about ~~the~~Harleysville ~~Company~~Group Inc. on the SEC’s website at http://www.sec.gov. Free copies of ~~the~~Harleysville ~~Company~~Group Inc.’s SEC filings are also available from Harleysville Group Inc., 355 Maple Avenue, Harleysville, PA 19438-2297, Attention: Mark R. Cummins, Executive Vice President, Chief Investment Officer & Treasurer.

Participants in the Solicitation

The Company and its executive officers, directors, other members of management, employees and Harleysville Mutual ~~Insurance Company~~ may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transactions. Information regarding the executive officers and directors of the Company is set forth in its definitive proxy statement for its 2011 annual meeting filed with the SEC on March 23, 2011. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transactions.

2ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

~~SIGNATURE~~(d) Exhibits.

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 hereunto duly authorized.

Exhibit No.		Description

99.1		Employee & Retiree “Frequently Asked Questions” & Responses-3rd Installment, first posted on the Company’s intranet site on February 15, 2012.

		HARLEYSVILLE GROUP INC.
Date: December 23, 2011	By:	/s/ Robert Kauffman
		Robert Kauffman
		Senior Vice President, Secretary, General Counsel & Chief Compliance Officer

3SIGNATURE

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 hereunto duly authorized.

Date: February 15, 2012		HARLEYSVILLE GROUP INC.


	By:	/s/ Robert A. Kauffman
		Robert A. Kauffman
		Senior Vice President, Secretary, General Counsel & Chief Compliance Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Employee & Retiree “Frequently Asked Questions” & Responses-3rd Installment, first posted on the Company’s intranet site on February 15, 2012.

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