UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(Dd) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~of

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

Date of Report (Date of earliest event reported) March 1, 2012

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)

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 8.01 ~~OTHER~~Other ~~EVENTS~~Events.

As previously ~~disclosed~~reported in athe ~~Current~~preliminary ~~Report~~proxy onstatement ~~Form 8-K~~ filed by Harleysville Group Inc. (the “Company”) oron ~~“Harleysville~~Schedule ~~Group”)~~14A with the Commission on ~~September~~December 3023, 2011, following the ~~Company~~announcement ~~and~~of the Merger Agreement among the Company, Harleysville Mutual Insurance Company (“~~Harleysville Mutual~~HMIC”), ~~entered~~Nationwide ~~into~~Mutual anInsurance ~~Agreement~~Company, (“Nationwide”) and ~~Plan~~Nationals ~~of Merger~~Sub, Inc. dated September 28, 2011 (the “Merger Agreement”), ~~with~~six ~~Nationwide~~lawsuits ~~Mutual~~were ~~Insurance~~filed, ~~Company~~including ~~(“Nationwide~~certain ~~Mutual”)~~derivative ~~and~~claims ~~its~~against ~~wholly owned subsidiary~~HMIC, ~~Nationals~~its ~~Subs, Inc.~~directors ~~(“Merger~~and ~~Sub”)~~others. ~~Pursuant~~On toJanuary 20, ~~the Merger Agreement~~2012, ~~upon~~three ~~receipt~~ of ~~all~~the ~~required~~plaintiffs ~~approvals~~filed ~~and~~a ~~consents,~~consolidated ~~and~~complaint ~~satisfaction~~against ofHMIC, ~~all~~the ~~closing~~HMIC ~~conditions~~directors, ~~Harleysville~~the ~~Mutual~~Company, ~~will~~two ~~merge~~of ~~with~~the ~~and~~Company’s ~~into~~directors, Nationwide ~~Mutual~~ and ~~Merger~~Nationals Sub, Inc. The ~~will~~other ~~merge~~three ~~with~~plaintiffs were not named and ~~into~~therefore were dropped from the ~~Company~~litigation.

OnHMIC ~~February 15~~is the majority owner of the stock of the Company. Under the Merger Agreement, ~~2012~~upon compliance with all closing conditions, including the receipt of approvals from the stockholders of the Company and ~~Harleysville~~the ~~Mutual~~members ~~distributed~~of ~~through~~HMIC ~~its~~of ~~intranet~~the ~~site~~Merger toAgreement, ~~employees~~Nationals ~~the~~Sub, Inc. ~~following~~would ~~documents~~merge with and ~~materials:~~into ~~Employee &~~the ~~Retiree~~Company (the “~~Frequently~~Company ~~Asked Questions~~Merger” &) ~~Responses~~and —HMIC ~~3rd Installment,~~would amerge ~~copy~~with and into Nationwide (the “Parent Merger”). The consummation of ~~which~~the Company Merger is ~~attached~~conditioned ~~hereto~~upon asthe ~~Exhibit 99~~consummation of the Parent Merger and vice versa.1 In response to ~~this~~the ~~Current~~derivative ~~Report~~claims against HMIC, on ~~Form~~December ~~8-K~~22, ~~and~~2011, isthe ~~incorporated~~HMIC ~~herein~~board byappointed ~~reference~~three new members to its board for the sole purpose of serving as a special litigation committee (the “SLC”) to investigate the derivative claims.

~~Cautionary~~On ~~Notice~~March 1, ~~Regarding~~2012, ~~Forward~~the ~~Looking~~SLC ~~Statements~~issued a report of its investigation (the “SLC Report”). The SLC Report concluded that: (1) the HMIC directors had fulfilled their fiduciary obligations and had not breached their duties of care and loyalty in negotiating and entering into the Merger Agreement with Nationwide; (2) the Merger Agreement transaction is intrinsically fair and satisfies the standards of both fair process and fair result; (3) the derivative claims filed by the plaintiffs lack merit; (4) it is in the best interests of HMIC that the plaintiffs’ derivative claims be dismissed; and (5) substantial delay in the consummation of the Parent Merger would be damaging to HMIC and, therefore, the Parent Merger with Nationwide should proceed without further disruption.

~~Certain~~A ~~statements~~copy inof ~~this~~the ~~Current~~SLC Report on Form 8-K may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future company or industry performance based on management’s judgment, beliefs, current trends and market conditions. Actual outcomes and results may differ materially from what is ~~expressed,~~attached forecasted or implied in any forward-looking statement. Forward-looking statements made by Nationwide Mutual, Harleysville Mutual or Harleysville Group may be identified by the use of words such as “will,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “seeks,” “estimates,” and similar expressions. There are a number of risks and uncertainties that could cause actual results to ~~differ materially from the forward-looking statements included in~~ this ~~document.~~Current ~~For~~Report example, (1) Harleysville Group may be unable to obtain stockholder approval required for the transactions; (2) regulatory approvals required for the transactions may not be obtained, or required regulatory approvals may delay the transactions or result in the imposition of conditions that could have a material adverse effect on Nationwide Mutual, Harleysville Mutual or Harleysville Group or cause the parties to abandon the transactions; (3) conditions to the closing of the transactions may not be satisfied; (4) the business of Nationwide Mutual, Harleysville Mutual or Harleysville Group may suffer as a result of uncertainty surrounding the transactions; and (5) Nationwide Mutual, Harleysville Mutual or Harleysville Group may be adversely affected by other economic, business, and/or competitive factors. These and other factors that could cause Harleysville Group’s actual results to differ materially from those expressed or implied are discussed under “Risk Factors” in Harleysville Group’s most recent annual report on Form 108-K ~~and other filings with the Securities and Exchange Commission. Nationwide Mutual, Harleysville Mutual and Harleysville Group undertake no obligation to update any forward-looking statements, whether~~ as ~~a result of new information, future events or otherwise~~Exhibit 99. ~~Readers are cautioned not to place undue reliance on these forward-looking statements.~~1

~~Additional~~Item ~~Information~~9.01 ~~and~~Financial ~~Where~~Statements toand ~~Find It~~Exhibits

(d) Exhibits		Description

Exhibit No. 99.1 —		Report of the Special Litigation Committee of Harleysville Mutual Insurance Company Board of Directors, dated March 1, 2012

2Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transactions between Harleysville and Nationwide. In connection with the proposed transaction, Harleysville Group Inc. has filed a preliminary proxy statement on Schedule 14A, which is available free of charge on the SEC’s web site, http://www.sec.gov. The information contained in the preliminary filing is not complete and may be changed. Harleysville Group Inc. plans to file and mail to stockholders a definitive proxy statement with respect to the proposed transactions. WE URGE STOCKHOLDERS TO READ THE PRELIMINARY PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE), AND OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HARLEYSVILLE 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 Harleysville Group Inc. on the SEC’s website at http://www.sec.gov. Free copies of Harleysville 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~~2

~~The~~Participants ~~Company and its executive officers, directors, other members of management, employees and Harleysville Mutual 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.Solicitation

~~ITEM~~The 9Company and its executive officers, directors, other members of management, employees and HMIC 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.01 Information ~~FINANCIAL~~regarding ~~STATEMENTS~~the ~~AND~~executive ~~EXHIBITS~~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.

~~(d) Exhibits.~~3

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.

SIGNATURE

3Pursuant 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.

SIGNATURE

		HARLEYSVILLE GROUP INC.


Date: March 5, 2012	By:	/s/ Robert A. Kauffman
		Robert A. Kauffman
		Senior Vice President, Secretary, General Counsel & Chief Compliance Officer

~~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.~~4

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		Report of the Special Litigation Committee of Harleysville Mutual Insurance Company Board of Directors, dated March 1, 2012.

~~EXHIBIT INDEX~~5

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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