FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NATIONWIDE MUTUAL INSURANCE CO

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/28/2011 

3. Issuer Name and Ticker or Trading Symbol

HARLEYSVILLE GROUP INC [HGIC]

(Last)        (First)        (Middle)

ONE NATIONWIDE PLAZA

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

COLUMBUS, OH 43215       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Remarks:
In connection with the Agreement and Plan of Merger, dated as of September 28, 2011, by and among Harleysville Mutual Insurance Company ("Harleysville Mutual"), Harleysville Group Inc., Nationwide Mutual Insurance Company ("Nationwide Mutual"), and Nationals Sub, Inc., Harleysville Mutual and Nationwide Mutual entered into a Stockholder Voting Agreement. By virtue of the Stockholder Voting Agreement with an irrevocable proxy entered into on September 28, 2011, Nationwide Mutual Insurance Company has shared voting power over 14,526,445 (53.5%) of the issued and outstanding common shares of Harleysville Group Inc. Pursuant to Rule 16a-1(a)(2)(ii) of the Securities Exchange Act of 1934, Nationwide Mutual does not beneficially own such shares as it does not have any pecuniary interest, direct or indirect, in the shares over which it holds shared voting power as described above. The Stockholder Voting Agreement dated as of September 28, 2011 between Nationwide Mutual and Harleysville Mutual Insurance Company is incorporated by reference to Exhibit 99.1 to the Current Report on 8-K of Harleysville Group Inc., dated September 28, 2011, filed with the Securities and Exchange Commission on September 30, 2011.
No securities are beneficially owned.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NATIONWIDE MUTUAL INSURANCE CO
ONE NATIONWIDE PLAZA
COLUMBUS, OH 43215
X


Signatures
/s/ Daniel J. Moyer 10/6/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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