DONEGAL GROUP INC
10-Q, 1997-08-14
FIRE, MARINE & CASUALTY INSURANCE
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                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)
[x]    Quarterly Report Pursuant to Section 13 of the Securities Exchange Act 
       of 1934

For the Quarterly Period Ended June 30, 1997

                                       or

[ ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities 
       Exchange Act of 1934

For the transition period from _________________ to ___________________.

Commission File No. 0-15341
                    -------

                               Donegal Group Inc.
                               ------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     23-2424711
            --------                                     ----------
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)

             1195 River Road, P.O. Box 302, Marietta, PA 17547-0302
             ------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (717) 426-1931
                                 --------------
              (Registrant's telephone number, including area code)

        ---------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)

     Indicate  by check  mark  whether  registrant  (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes x . No.   .
                                             ---     ---

                Applicable Only to Issuers Involved in Bankruptcy
                  Proceedings During the Preceding Five Years:

     Indicate by check mark whether the  registrant  has filed all documents and
reports required by Sections 12, 13, or 15(d) of the Securities  Exchange Act of
1934 subsequent to the  distribution  of securities  under a plan confirmed by a
court. Yes   . No   .
          ---    ---
                      Applicable Only to Corporate Issuers:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest  practicable date:  6,021,835 shares of Common
Stock, $1.00 par value, outstanding on July 31, 1997.


<PAGE>



                          Part I. Financial Information

Item 1.  Financial Statements.

                       Donegal Group Inc. And Subsidiaries
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>

Assets                                              June 30, 1997  December 31, 1996*
                                                    -------------  -----------------
Investments                                          (Unaudited)
<S>                                                 <C>            <C>          
    Fixed maturities
       Held to maturity, at amortized cost          $ 120,401,349    $ 114,339,006
       Available for sale, at market value             55,909,200       53,536,543
    Equity securities, available for sale
      at market                                         4,812,501        3,142,944
    Short-term investments, at cost, which
       approximate market                              14,963,275       21,470,757
                                                    -------------    -------------
          Total Investments                           196,086,325      192,489,250
Cash                                                    1,835,392        3,700,163
Accrued investment income                               2,779,641        2,628,563
Premiums receivable                                    11,091,026       11,075,415
Reinsurance receivable                                 38,426,808       40,894,788
Deferred policy acquisition costs                       7,910,695        7,837,899
Federal income tax recoverable                            150,889             --
Deferred federal income taxes                           3,723,498        3,613,307
Prepaid reinsurance premiums                           22,888,431       22,373,319
Property and equipment, net                             3,410,621        2,622,399
Accounts receivable - securities                             --             98,622
Other                                                   2,146,193          677,048
                                                    -------------    -------------
          Total Assets                              $ 290,449,519    $ 288,010,773
                                                    =============    =============

Liabilities and Stockholders' Equity

Liabilities

    Losses and loss expenses                        $ 114,908,968    $ 114,641,740
    Unearned premiums                                  71,119,082       70,555,906
    Accrued expenses                                    2,070,340        2,387,040
    Reinsurance balances payable                          696,313          746,935
    Federal income tax payable                               --            644,529
    Cash dividend declared to stockholders                   --            492,619
    Line of credit                                      8,500,000        8,500,000
    Accounts payable - securities                            --          2,748,838
    Other                                                 293,248          204,989
    Due to affiliate - Pioneer acquisition              5,191,774        5,191,774
                     - Other                            1,264,462          297,129
                                                    -------------    -------------
          Total Liabilities                           204,044,187      206,411,499
                                                    -------------    -------------
Stockholders' Equity

    Preferred stock, $1.00 par value, authorized
       1,000,000 shares; none issued

    Common stock, $1.00 par value, authorized
       10,000,000 shares, issued 4,561,578 and
       4,540,569 shares and outstanding 4,492,791
       and 4,471,782 shares                             4,561,578        4,540,569
    Additional paid-in capital                         38,239,783       37,862,715
    Net unrealized gains on investments                   422,327          422,916
    Retained earnings                                  44,073,400       39,664,830
    Treasury stock                                       (891,756)        (891,756)
                                                    -------------    -------------
          Total Stockholders' Equity                   86,405,332       81,599,274
                                                    -------------    -------------
          Total Liabilities and
              Stockholders' Equity                  $ 290,449,519    $ 288,010,773
                                                    =============    =============
</TABLE>


    * Restated

          See accompanying notes to consolidated financial statements.
                                       -1-


<PAGE>






                       Donegal Group Inc. and Subsidiaries
                        Consolidated Statement of Income
                                   (Unaudited)

                For the three months ended June 30, 1997 and 1996

                                                     Three Months Ended June 30,
                                                        1997            1996*
                                                     -----------     -----------
Revenues:

    Premiums earned                                  $39,721,921     $34,005,961
    Premiums ceded                                    12,898,416       8,026,590
                                                     -----------     -----------
       Net premiums earned                            26,823,505      25,979,371
    Investment income, net of investment
       expenses                                        2,881,771       2,468,432
    Realized gain                                         35,527          32,674
    Lease income                                         154,396         134,360
    Service charge income                                358,661         504,549
                                                     -----------     -----------
       Total Revenues                                 30,253,860      29,119,386
                                                     -----------     -----------


Expenses:

    Losses and loss expenses                          25,799,082      22,207,837
    Reinsurance recoveries                             8,469,679       4,925,416
                                                     -----------     -----------
       Net losses and loss expenses                   17,329,403      17,282,421
    Amortization of deferred policy
       acquisition costs                               4,251,000       4,186,000
    Other underwriting expenses                        4,605,054       3,825,503
    Policy dividends                                     308,070         354,085
    Interest                                             277,938         102,676
    Other expenses                                       376,348         411,456
                                                     -----------     -----------
       Total Expenses                                 27,147,813      26,162,141
                                                     -----------     -----------


    Income before income taxes                         3,106,047       2,957,245
Income taxes                                             705,450         449,209
                                                     -----------     -----------
    Net income                                       $ 2,400,597     $ 2,508,036
                                                     ===========     ===========



Earnings per common share                                   $.54            $.57
                                                            ====            ====


*Restated

          See accompanying notes to consolidated financial statements.

                                       -2-


<PAGE>





                       Donegal Group Inc. and Subsidiaries
                        Consolidated Statement of Income
                                   (Unaudited)

                 For the six months ended June 30, 1997 and 1996

                                                       Six Months Ended June 30,
                                                        1997            1996
                                                     -----------     -----------
Revenues:

    Premiums earned                                  $78,763,105     $67,939,361
    Premiums ceded                                    25,535,267      16,124,495
                                                     -----------     -----------
       Net premiums earned                            53,227,838      51,814,866
    Investment income, net of investment
       expenses                                        5,726,754       5,188,639
    Realized gain                                         73,354         294,748
    Lease income                                         296,848         266,357
    Service charge income                                752,437         732,717
                                                     -----------     -----------
       Total Revenues                                 60,077,231      58,297,327
                                                     -----------     -----------


Expenses:

    Losses and loss expenses                          49,706,729      45,955,736
    Reinsurance recoveries                            15,464,783       9,962,108
                                                     -----------     -----------
       Net losses and loss expenses                   34,241,946      35,993,628
    Amortization of deferred policy
       acquisition costs                               8,730,000       8,298,000
    Other underwriting expenses                        8,717,870       7,738,718
    Policy dividends                                     741,769         699,320
    Interest                                             442,925         208,681
    Other expenses                                       773,813         799,035
                                                     -----------     -----------
       Total Expenses                                 53,648,323      53,737,382
                                                     -----------     -----------


    Income before income taxes                         6,428,908       4,559,945
Income taxes                                           1,465,878         715,515
                                                     -----------     -----------
    Net income                                       $ 4,963,030     $ 3,844,430
                                                     ===========     ===========



Earnings per common share                                  $1.11            $.87
                                                           =====            ====



          See accompanying notes to consolidated financial statements.

                                       -3-


<PAGE>






                       DONEGAL GROUP INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Unaudited)

                     FOR THE SIX MONTHS ENDED JUNE 30, 1997
<TABLE>
<CAPTION>

                                                                      Net Unrealized
                                                      Additional      Gains (Losses)                                    Total
                        Common Stock   Common Stock    Paid-In        on Investments      Retained      Treasury     Stockholders'
                           Shares         Amount       Capital      Available for Sale    Earnings        Stock         Equity
                        -----------    -----------    -----------   ------------------   -----------   -----------    -----------
Balance,
<S>                       <C>          <C>            <C>              <C>               <C>           <C>            <C>        
December 31, 1996*        4,540,569    $ 4,540,569    $37,862,715      $   422,916       $39,664,830   $  (891,756)   $81,599,274
Issuance of Common
Stock                        21,009         21,009        377,068                                                         398,077
Net Income                                                                                 4,963,030                    4,963,030
Change in unrealized
gains (losses) on
investments (Net of
applicable federal
income taxes)                                                                 (589)                                          (589)
                                                                                                

Dividends                                                                                   (554,460)                    (554,460)
                        -----------    -----------    -----------      -----------       -----------   -----------    -----------
Balance,                 
                    
June 30, 1997             4,561,578    $ 4,561,578    $38,239,783      $   422,327       $44,073,400   $  (891,756)   $86,405,332
                        ===========    ===========    ===========      ===========       ===========   ===========    ===========

            *Restated

                                               See accompanying notes to financial statements.
</TABLE>

                                                                     -4-


<PAGE>



                       DONEGAL GROUP INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                 For the six months ended June 30, 1997 and 1996

<TABLE>
<CAPTION>

                                                          Six months ended June 30,
                                                             1997           1996*
                                                         ------------    ------------
Cash Flows from Operating Activities:

<S>                                                      <C>             <C>         
     Net income                                          $  4,963,030    $  3,844,430
                                                         ------------    ------------
     Adjustments to reconcile net income to net
         cash provided by operating activities:

         Depreciation and amortization                        178,538         206,574
         Realized investment gain (loss)                      (73,354)       (294,748)
     Changes in Assets and Liabilities:

         Losses and loss expenses                             267,228      10,590,575
         Unearned premiums                                    563,176       3,893,517
         Premiums receivable                                  (15,611)       (313,537)
         Deferred acquisition costs                           (72,796)       (637,845)
         Deferred income taxes                               (110,876)        (63,579)
         Reinsurance receivable                             2,467,980      (8,425,120)
         Prepaid reinsurance premiums                        (515,112)       (248,421)
         Accrued investment income                           (151,078)       (107,780)
         Due from affiliate                                   967,333        (285,991)
         Accounts payable reinsurance                         (50,622)         30,838
         Current income taxes payable                        (795,418)       (489,049)
         Other, net                                        (1,697,586)     (1,013,792)
                                                         ------------    ------------
Net adjustments                                               961,802       2,841,642
                                                         ------------    ------------
         Net cash provided by operating activities          5,924,832       6,686,072
                                                         ------------    ------------
Cash flows from investing activities:
     Purchase of fixed maturities

         Held to maturity                                 (13,087,963)    (15,788,466)
         Available for sale                               (10,183,672)     (8,581,524)
     Purchase of equity securities, available for sale     (3,015,732)     (8,515,859)
     Maturity of fixed maturities
         Held to maturity                                   4,484,420       5,256,550
         Available for sale                                 3,594,999       9,019,295
     Sale of fixed maturities - available for sale          4,010,313       3,603,517
     Sale of equity securities - available for sale         1,538,232       8,016,369
     Acquisition of Delaware American                            --          (202,243)
     Purchase of property and equipment                      (988,680)       (146,570)
     Net sales of short-term investments                    6,507,482       1,059,314
                                                         ------------    ------------
         Net cash used in investing activities             (7,140,601)     (8,398,245)
                                                         ------------    ------------
Cash flows from financing activities:

     Cash dividends paid                                   (1,047,079)       (898,159)
     Issuance of common stock                                 398,077       2,287,157
                                                         ------------    ------------
     Net cash provided by (used in)
         financing activities                                (649,002)      1,388,998
                                                         ------------    ------------

Net decrease in cash                                       (1,864,771)       (323,175)
Cash at beginning of year                                   3,700,163       2,397,386
                                                         ------------    ------------
Cash at end of quarter                                   $  1,835,392    $  2,074,211
                                                         ============    ============

Cash paid during period  - Interest                      $    334,014    $    169,806
                         - Income taxes                  $    559,584    $  1,268,143

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       -5-


<PAGE>



                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                  ---------------------------------------------

Overview

     Donegal Group Inc. ("DGI" or the "Company") is a regional insurance holding
company doing business in Pennsylvania, Maryland, Delaware, Virginia and Ohio
through its four wholly owned property-casualty insurance subsidiaries, Atlantic
States Insurance Company ("Atlantic"), Southern Insurance Company of Virginia
("Southern"), Pioneer Insurance Company ("Pioneer") and Delaware Atlantic
Insurance Company ("Delaware"). The Company's major lines of business in 1996
and their percentage of total net earned premiums were Automobile Liability
(27.7%), Workers' Compensation (18.0%), Automobile Physical Damage (16.0%),
Homeowners (16.6%), and Commercial Multiple Peril (16.0%). The subsidiaries are
subject to regulation by Insurance Departments in those states in which they
operate and undergo periodic examination by those departments. The subsidiaries
are also subject to competition from other insurance carriers in their operating
areas. DGI was formed in September 1986 by Donegal Mutual Insurance Company (the
"Mutual Company"), which owns 59% of the outstanding common shares of the
Company as of June 30, 1997.

     Atlantic States participates in an intercompany pooling arrangement with
the Mutual Company and assumes 65% of the pooled business, 60% prior to January
1, 1996. Southern cedes 50% of its business to the Mutual Company and Delaware
cedes 70% of its Workers' Compensation business to the Mutual Company. Because
the Mutual Company places substantially all of the business assumed from
Southern and Delaware into the pool, from which the Company has a 60%
allocation, the Company's results of operations include approximately 80% of the
business written by Southern and approximately 70% of the Workers' Compensation
business written by Delaware.

     On March 31, 1997, the Company acquired all of the outstanding stock of
Pioneer Insurance Company. This transaction was accounted for as if it were a
"Pooling of interest," and as such, the Company's financial statements have been
restated to include Pioneer as a consolidated subsidiary from January 1, 1994 to
the present.

     In January 1994, the Company organized a new subsidiary, Atlantic Insurance
Services, Inc. ("AIS"), which began business in that same month. AIS is an
insurance services organization currently providing inspection and policy
auditing information on a fee for service basis to its affiliates and the
insurance industry.

                                       -6-


<PAGE>



                       DONEGAL GROUP INC. AND SUBSIDIARIES
                                   (Unaudited)
               Summary Notes to Consolidated Financial Statements

1 -  Organization

     The Company was organized as a regional insurance holding company by
Donegal Mutual Insurance Company (the "Mutual Company") on August 26, 1986 and
operates in Pennsylvania, Maryland, Delaware, Virginia and Ohio through its
wholly owned stock insurance companies, Atlantic States Insurance Company
("Atlantic States"), Southern Insurance Company of Virginia ("Southern"),
Delaware Atlantic Insurance Company ("Delaware"), Pioneer Insurance Company
("Pioneer") and Atlantic Insurance Services, Inc. ("AIS"). The Company's major
lines of business are Automobile Liability, Automobile Physical Damage,
Homeowners, Commercial Multiple Peril and Workers' Compensation. Atlantic,
Southern and Delaware are subject to regulation by Insurance Departments in
those states in which they operate and undergo periodic examination by those
departments. They are also subject to competition from other insurance carriers
in their operating areas. Atlantic States engages in the insurance business
primarily through an intercompany pooling arrangement with the Mutual Company.
Southern was acquired by the Company on December 31, 1988 pursuant to a plan of
conversion from a mutual to a stock company and cedes 50% of its business to the
Mutual Company, 80% prior to 1991. On December 29, 1995, the Company acquired
all of the outstanding stock of Delaware. This transaction was accounted for as
if it were a "Pooling of interest," and as such, the Company's financial
statements have been restated to include Delaware as a consolidated subsidiary
from January 1, 1994 to the present. On March 31, 1997, the Company acquired all
of the outstanding stock of Pioneer. This transaction was accounted for as if it
were a "Pooling of Interest", and as such the Company's financial statements
have been restated to include Pioneer as a consolidated subsidiary from January
1, 1994 to the present. At June 30, 1997 the Mutual Company held 59% of the
outstanding common stock of the Company.

2 -  Basis of Presentation

     The financial information for the interim period included herein is
unaudited; however, such information reflects all adjustments, consisting only
of normal recurring adjustments, which, in the opinion of management of
Registrant, are necessary to a fair presentation of Registrant's financial
position, results of operations and changes in financial position for the
interim period included herein. The results of operations for the three months
ended March 31, 1997, are not necessarily indicative of results of operations to
be expected for the twelve months ended December 31, 1996.

     These financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996.

                                       -7-


<PAGE>



Results of Operations - Three Months Ended June 30, 1997
to Three Months Ended June 30, 1996
- -----------------------------------

     Revenues for the three months ended June 30,1997 were $30,253,860 an
increase of $1,134,474, or 3.9%, over the same period of 1996. An increase in
net premiums earned of $844,134 or 3.2%, represented most of this change.
Investment income for the second quarter of 1997 was $2,881,771 an increase of
$413,339, or 16.7%, over the second quarter of 1996. An increase in the average
invested assets of $21,555,080 or 12.3%, to $197,161,046 and an increase in the
average return on investments to an annualized rate of 5.8% for the second
quarter of 1997 compared to 5.6% for the second quarter of 1996, accounted for
the change. Realized investment gains, which resulted from the normal turnover
of the Company's investment portfolio, increased $2,853 for the three months
ended June 30, 1997 compared to the same period in 1996, to $35,527.

     The GAAP combined ratio of insurance operations in the second quarter of
1997 was 98.8% compared to 98.7% for the same period in 1996. The GAAP combined
ratio is the sum of the ratios of incurred losses and loss adjusting expenses to
premiums earned (loss ratio), policyholders dividends to premiums earned
(dividend ratio), and underwriting expenses to premiums earned (expense ratio).
The company posted a loss ratio of 64.6% for the second quarter 1997 compared to
the 66.5% loss ratio it posted for the second quarter 1996. The expense ratio
increased from 30.8% to 33.0% for the three months ended June 30, 1997 due to
higher inspection costs related to a reunderwriting program for existing
Homeowners business and increases in incentive expenses for employees and agents
related to the lower claims activity for the first six months of the year. The
dividend ratio decreased slightly from 1.4% for the second quarter of 1996 to
1.1% for the second quarter of 1997, due primarily to a 25% mandatory rate
rollback in Pennsylvania Workers' Compensation rates.

     Federal income taxes for the second quarter of 1997 represented 22.7% of
income before income taxes, compared to 15.2% for the same period of 1996. A tax
benefit from the exercise of options in 1996 which reduced that year's tax
expense accounted for the difference.

                                       -8-


<PAGE>



Results of Operations - Six Months Ended June 30, 1997
to Six Months Ended June 30, 1996
- ---------------------------------

     Revenues for the six months ended June 30,1997 were $53,227,838 an increase
of $1,779,904, or 3.1%, over the same period of 1996. An increase in net
premiums earned of $1,412,972, or 2.7%, represented most of this change.
Investment income for the first six months of 1997 was $5,726,754 an increase of
$538,115, or 10.4%, over the first six months of 1996. An increase in the
average invested assets of $20,971,625, or 11.9%, to $197,055,565 and a decrease
in the average return on investments to an annualized rate of 5.8% for the first
six months of 1997 compared to 5.9% for the first six months of 1996, accounted
for the change. Realized investment gains, which resulted from the normal
turnover of the Company's investment portfolio, decreased $221,394 for the six
months ended June 30, 1997 compared to the same period in 1996, to $73,354.

     The GAAP combined ratio of insurance operations in the first six months of
1997 was 98.5% compared to 103.6% for the same period in 1996. The GAAP combined
ratio is the sum of the ratios of incurred losses and loss adjusting expenses to
premiums earned (loss ratio), policyholders dividends to premiums earned
(dividend ratio), and underwriting expenses to premiums earned (expense ratio).
The company posted a loss ratio of 64.3% for the first six months of 1997
compared to the 69.5% loss ratio it posted for the first six months of 1996.
Dramatically improved weather conditions in 1997 compared to the severe and
unusual weather that was experienced in early 1996 accounted for the
improvement. The expense ratio increased from 30.9% to 32.8% for the six months
ended June 30, 1997 due to higher inspection costs related to a reunderwriting
process in the Homeowners line and increases in incentive expenses for employees
and agents related to the lower claims activity for the first quarter. The
dividend ratio remained the same at 1.3%.

     Federal income taxes for the first six months of 1997 represented 22.8% of
income before income taxes, compared to 15.7% for the same period of 1996.
Larger underwriting profits in 1997 representing a larger portion of overall
income than in 1996 and tax deductions from the exercise of options in 1996
reducing that year's tax liability accounted for the increase.

                                       -9-


<PAGE>



Liquidity and Capital Resources
- -------------------------------

     The Company generates sufficient funds from its operations and maintains a
high degree of liquidity in its investment portfolio. The primary source of
funds to meet the demands of claim settlements and operating expenses are
premium collections, investment earnings and maturing investments. As of June
30, 1997, the Company had no material commitment for capital expenditures.

     In investing funds made available from operations, the Company maintains
securities maturities consistent with its projected cash needs for the payment
of claims and expenses. The Company maintains a portion of its investment
portfolio in relatively short-term and highly liquid assets to ensure the
availability of funds.

     As of June 30, 1997, pursuant to a credit agreement dated December 29,
1995, with Fleet National Bank of Connecticut, the Company had unsecured
borrowings of $8.5 million. Per the terms of the credit agreement, the Company
may borrow up to $20 million at interest rates equal to the bank's then current
prime rate or the then current London interbank Eurodollar bank rate plus 1.70%.
At June 30, 1997, the interest rate on the outstanding balance was 7.57891%. In
addition, the Company will pay a non-use fee at a rate of 3/10 of 1% per annum
on the average daily unused portion of the Bank's commitment. On each December
29, commencing December 29, 1998, the credit line will be reduced by $4 million.
Any outstanding loan in excess of the remaining credit line, after such
reduction, will then be payable.

     The Company's principal source of cash with which to pay stockholder
dividends is dividends from Atlantic States, Southern, Pioneer and Delaware,
which are required by law to maintain certain minimum surplus on a statutory
basis and are subject to regulations under which payment of dividends from
statutory surplus is restricted and may require prior approval of their
domiciliary insurance regulatory authorities. Atlantic States, Southern, Pioneer
and Delaware are subject to Risk Based Capital (RBC) requirements effective for
1994. At December 31, 1996, all four Companies' capital was substantially above
the RBC requirements. At December 31, 1996, amounts available for distribution
as dividends to Donegal Group without prior approval of the insurance regulatory
authorities are $5,410,536 from Atlantic States, $255,480 from Southern, $48,582
from Pioneer and $1,120,952 from Delaware.

                                      -10-


<PAGE>



Credit Risk
- -----------

     The company provides property and liability coverages through its
subsidiaries' independent agency systems located throughout its operating area.
The majority of this business is billed directly to the insured although a
portion of Donegal Group's commercial business is billed through its agents who
are extended credit in the normal course of business.

     The Company's subsidiaries have reinsurance agreements in place with the
Mutual Company and with a number of other major authorized reinsurers.

Impact of Inflation
- -------------------

     Property and casualty insurance premiums are established before the amount
of losses and loss settlement expenses, or the extent to which inflation may
impact such expenses, are known. Consequently, the Company attempts, in
establishing rates, to anticipate the potential impact of inflation.

Impact of New Accounting Standards
- ----------------------------------

Stock-Based Compensation

     Stock-based compensation plans are accounted for under the provisions of
Accounting Principles Board (APB) Opinion No. 25. "Accounting for Stock Issued
to Employees," and related interpretations. As such, compensation expense would
be recorded on the date of a stock option grant only if the current market price
of the underlying stock exceeded the exercise price. Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock-based Compensation"
was effective for 1996 and permits entities to recognize as expense, over the
vesting period, the fair value of all stock-based awards on the date of the
grant. Alternatively, SFAS No. 123 allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income and earnings
per share disclosures for employee stock option grants made in 1995 and 1997 as
if the fair-value-based method defined in SFAS No. 123 had been applied. The
Company has elected to continue to apply the provisions of APB Opinion No.
25 and provide the pro forma disclosures under SFAS No. 123.

Impairment of Long-Lived Assets

     The Company has adopted Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
to be Disposed Of" (SFAS No. 121) effective January 1, 1996, SFAS No. 121
provides guidance for recognition and measurement of impairment long-lived
assets, certain identifiable intangibles and goodwill related both to assets to
be held and used and assets to be disposed of.

     SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for recoverability, an entity
should estimate the future cash flows expected to result from the use of the
asset and its eventual disposition. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is not recognized. Measurement of an impairment
loss for long-lived assets and identifiable intangibles that an entity expects
to hold and use should be based on the fair value of the asset.

     SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles to be disposed of be reported at the lower of carrying amount or
fair value less cost to sell.

     Management believes the adoption of SFAS No. 121 has no material effect on
its financial condition or results of operation.

                                      -11-


<PAGE>



                           Part II. Other Information

Item 1.     Legal Proceedings

            None.

Item 2.     Changes in Securities

            None.

Item 3.     Defaults upon Senior Securities

            None.

Item 4.     Submission of Matters to a Vote of Security Holders

            None.

Item 5.     Other Information

            None.

Item 6.     Exhibits and Reports on Form 8-K

            (a)   EX-27     Financial Data Schedule
            (b)   Reports on Form 8-K
                  During the quarter ended June 30, 1997,
                  the Registrant filed one report on Form 8-K on April 21, 1997.

                                      -12-


<PAGE>



                                   Signatures
                                   ----------

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, thereunto duly authorized.

                                                  Donegal Group Inc.

Date:    August 15, 1997                          By:_______________________
                                                  Donald H. Nikolaus,
                                                  President and
                                                  Chief Executive Officer

Date:    August 15, 1997                          By:_______________________
                                                  Ralph G. Spontak,
                                                  Corporate Secretary,
                                                  Senior Vice President and
                                                  Chief Financial Officer

                                      -13-



<TABLE> <S> <C>

<ARTICLE>         7
       
<S>                                              <C>
<PERIOD-TYPE>                                    6-MOS
<FISCAL-YEAR-END>                                DEC-31-1997
<PERIOD-END>                                     JUN-30-1997
<DEBT-HELD-FOR-SALE>                                             55,909,200
<DEBT-CARRYING-VALUE>                                           120,401,349
<DEBT-MARKET-VALUE>                                             122,103,147
<EQUITIES>                                                        4,812,501
<MORTGAGE>                                                                0
<REAL-ESTATE>                                                     1,393,451
<TOTAL-INVEST>                                                  196,086,325
<CASH>                                                            1,835,392
<RECOVER-REINSURE>                                                        0
<DEFERRED-ACQUISITION>                                            7,910,695
<TOTAL-ASSETS>                                                  290,449,519
<POLICY-LOSSES>                                                 114,908,968
<UNEARNED-PREMIUMS>                                              71,119,082
<POLICY-OTHER>                                                            0
<POLICY-HOLDER-FUNDS>                                                     0
<NOTES-PAYABLE>                                                   8,500,000
                                                     0
                                                               0
<COMMON>                                                          4,561,578
<OTHER-SE>                                                       86,405,332
<TOTAL-LIABILITY-AND-EQUITY>                                    204,044,187
                                                       53,227,838
<INVESTMENT-INCOME>                                               5,726,754
<INVESTMENT-GAINS>                                                   73,354
<OTHER-INCOME>                                                    1,049,285
<BENEFITS>                                                       34,241,946
<UNDERWRITING-AMORTIZATION>                                       8,730,000
<UNDERWRITING-OTHER>                                              8,717,870
<INCOME-PRETAX>                                                   6,428,908
<INCOME-TAX>                                                      1,465,878
<INCOME-CONTINUING>                                               4,963,030
<DISCONTINUED>                                                            0
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                      4,963,030
<EPS-PRIMARY>                                                          1.11
<EPS-DILUTED>                                                          1.11
<RESERVE-OPEN>                                                       73,747
<PROVISION-CURRENT>                                                  20,300
<PROVISION-PRIOR>                                                    (2,971)
<PAYMENTS-CURRENT>                                                    3,310
<PAYMENTS-PRIOR>                                                     11,284
<RESERVE-CLOSE>                                                      76,482
<CUMULATIVE-DEFICIENCY>                                              (2,971)
        

</TABLE>


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