- Form 13F Holdings Report (13F-HR)

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

Form 13F
Form 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: 12/31/2011
Check here if Amendment []; Amendment Number: This Amendment (Check only one.): [] is a restatement.
[] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name: Harleysville Group Inc.

Address: 355 Maple Avenue
 Harleysville, PA 19438-2297

Form 13F File Number: 28- 4718

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this submission.

Persons Signing this Report on Behalf of Reporting Manager:

Name: Mark R. Cummins
Title: Executive Vice President & Treasurer
Phone: 215-256-5025

Signature, Place, and Date of Signing:

/s/ Mark R. Cummins Harleysville, PA 2/13/2012
--------------------------------- --------------------------------- ----------
[Signature] [City, State] [Date]

Report Type (Check only one):

[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting
manager are reported in this report.)

[ ] 13F NOTICE. (Check here if no holdings reported are in this report,
and all holdings are reported by other reporting manager(s).)

[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for
this reporting manager are reported in this report and a portion are
reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager:

 Form 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers: 0

Form 13F Information Table Entry Total: 3

Form 13F Information Table Value Total: $ 115,913
 --------------
 (In Thousands)

List of Other Included Managers:

Provide a numbered list of the name(s) and 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
NONE

 FORM 13F INFORMATION TABLE

 COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
------------------------------------ -------------- --------- -------- ------------------ ---------- -------- ------------------
 VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER VOTING AUTHORITY
 NAME OF ISSUER TITLE OF CLASS CUSIP (x$1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE
------------------------------------ -------------- --------- -------- --------- --- ---- ---------- -------- ------ ------ ----
HARLEYSVILLE SAVINGS FINL CO COM 412865107 1,774 123,748 SH SOLE N/A 1,774 0 0
VANGUARD INSTL TOTAL STOCK MKT INDX EQUITY MUT FD 922040407 91,829 3,242,549 SH SOLE N/A 91,829 0 0
VANGUARD FTSE ALL WORLD EX U.S. FUND EQUITY MUT FD 922042783 22,310 287,015 SH SOLE N/A 22,310 0 0

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