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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

DONEGAL GROUP INC.

(Name of Issuer)

Class A Common Stock, $.01 par value per share
Class B Common Stock, $.01 par value per share

(Title of Class of Securities)

Class A Common Stock - 257701 20 1
Class B Common Stock - - 257701 30 0

(Cusip Number)

Ralph G. Spontak, Senior Vice President, Chief Financial Officer and Secretary
Donegal Mutual Insurance Company
1195 River Road, Marietta, Pennsylvania 17547
(717) 426-1931

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 1, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 257701 20 1 and 257701 30 0

1. Name of Reporting Person:
Donegal Mutual Insurance Company I.R.S. Identification Nos. of above persons (entities only):
23-1336198

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Pennsylvania

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
4,139,792 shares of Class A Common Stock and
1,937,107 shares of Class B Common Stock

8. Shared Voting Power:
N/A

9. Sole Dispositive Power:
4,139,792 shares of Class A Common Stock and
1,937,107 shares of Class B Common Stock

10. Shared Dispositive Power:
N/A

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,139,792 shares of Class A Common Stock and 1,937,107 shares of Class B Common Stock

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
41.5% of Class A Common Stock and 62.6% of Class B Common Stock%

14. Type of Reporting Person (See Instructions):
IC HC

Item 2. Identity and Background.

Item 2 is hereby supplemented and restated to read in its entirety, as supplemented and restated, as follows:

The principal place of business and principal office of Donegal Mutual Insurance Company (the “Mutual Company”), a Pennsylvania mutual insurance company, the entity filing this Schedule 13D, is located at 1195 River Road, Marietta, Pennsylvania 17547. The names of the Mutual Company’s executive officers and directors are as follows: Donald H. Nikolaus, Ralph G. Spontak, Cyril J. Greenya, Robert G. Shenk, William H. Shupert, Daniel J. Wagner, Patricia A. Gilmartin, Philip H. Glatfelter, II, John E. Hiestand, R. Richard Sherbahn, Kevin M. Kraft, Sr. and Frederick W. Dreher. Such persons can be contacted through the Mutual Company at 1195 River Road, Marietta, Pennsylvania 17547.

Mr. Nikolaus has been President and Chief Executive Officer of the Mutual Company since 1981 and a Director of the Mutual Company since 1972. Mr. Nikolaus has been President and Chief Executive Officer of DGI since 1986. Mr. Nikolaus has been a partner in the law firm of Nikolaus & Hohenadel since 1972.

Mr. Spontak has served as Senior Vice President of the Mutual Company and DGI since 1991, Chief Financial Officer of the Mutual Company and DGI since 1983, Secretary of the Mutual Company and DGI since 1988 and a Director of the Mutual Company since September 1993.

Mr. Greenya has been Senior Vice President, Underwriting of the Mutual Company since December 1997, was Vice President, Commercial Underwriting of the Mutual Company from 1992 until December 1997 and served as Manager, Commercial Underwriting of the Mutual Company from 1983 to 1992.

Mr. Shenk has been Senior Vice President, Claims of the Mutual Company since December 1997, was Vice President, Claims of the Mutual Company from 1992 until December 1997 and served as Manager, Casualty Claims of the Mutual Company from 1985 to 1992.

Mr. Shupert has been Senior Vice President, Underwriting of the Mutual Company since 1991 and served as Vice President, Underwriting of the Mutual Company for 18 years prior thereto. Mr. Shupert has been a Director of the Mutual Company since December 1996.

Mr. Wagner has been a Vice President and Treasurer of the Mutual Company since 1993 and served as Controller of the Mutual Company for five years prior thereto.

Mrs. Gilmartin has been an employee since 1969 of Donegal Insurance Agency, which is not affiliated with the Mutual Company or DGI, except that Donegal Insurance Agency receives insurance commissions in the ordinary course of business from DGI’s subsidiaries and affiliates in accordance with such subsidiaries’ and affiliates’ standard commission

schedules and agency contracts. Mrs. Gilmartin has been a Director of the Mutual Company since 1979.

Mr. Glatfelter retired in 1989 as a Vice President of Meridian Bank, a position he held for more than five years prior to his retirement. Mr. Glatfelter has been a Director of the Mutual Company since 1981, was Vice Chairman of the Mutual Company from 1991 to 2001 and has been Chairman of the Board of DGI and the Mutual Company since 2001.

Mr. Hiestand has been President of Hiestand Memorials, Inc. since 1977 and a Director of the Mutual Company since 1983.

Mr. Sherbahn has owned and operated Sherbahn Associates, Inc., a life insurance and financial planning firm, since 1974. Mr. Sherbahn has been a Director of the Mutual Company since 1967.

Mr. Kraft is the President of Clyde W. Kraft Funeral Home, Inc. He has been a director of the Mutual Company since 2003.

Mr. Dreher has been a partner in the law firm of Duane Morris LLP since 1970 and a Director of the Mutual Company since December 1996.

In addition to the positions described above, the following individuals also serve as directors of DGI: Donald H. Nikolaus, Patricia A. Gilmartin, Philip H. Glatfelter, II and R. Richard Sherbahn. The other directors of DGI are Robert S. Bolinger and John J. Lyons. All of these individuals have been directors of DGI since DGI’s formation in August 1986, except for Mr. Lyons, who has been a director since 2001.

All of the executive officers and directors of the Mutual Company are citizens of the United States of America. Neither the Mutual Company nor any of its executive officers or directors has, during the last five years, been convicted in a criminal proceeding (other than traffic violations and similar misdemeanors). Neither the Mutual Company nor any of its executive officers or directors has, during the last five years, been subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a result of any civil proceeding of a judicial or administrative body of competent jurisdiction.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented to read in its entirety, as supplemented, as follows:

Pursuant to the Donegal Group Inc. Dividend Reinvestment and Stock Purchase Plan (the “Dividend Reinvestment Plan”), the Mutual Company purchased shares of Class A Common Stock at the per share and aggregate cost as set forth in the following table:


	Number of Shares of
Date of Purchase	Class A Common Stock		Price Per Share (1)		Total Cost
May 15, 2003		23,928		13.17	$	315,208.78


	Number of Shares of
Date of Purchase	Class A Common Stock		Price Per Share (1)		Total Cost
August 15, 2003		17,974		16.69		300,000.01
November 17, 2003		14,249		19.30		275,000.00

(1)

Represents the average of the closing prices per share of Class A Common Stock on the Nasdaq National Market^SM for the five trading days preceding the date of purchase, as determined in accordance with the terms of the Dividend Reinvestment Plan.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby supplemented and restated to read in its entirety, as supplemented and restated, as follows:

(a) As of February 20, 2004, the following persons and entity beneficially owned the number of shares of Class A Common Stock and Class B Common Stock set forth opposite their respective names:


	Class A			Percent of			Class B			Percent of
	Shares			Outstanding			Shares			Outstanding
Name of Individual	Beneficially			Class A			Beneficially			Class B
or Identity of Group	Owned(1)			Shares(2)			Owned(1)			Shares(2)
Donegal Mutual Insurance Company		4,139,792			42.2	%		1,852,088			61.5	%
1195 River Road Marietta, Pennsylvania 17547
Directors of DGI:
Donald H. Nikolaus		367,630	(3)		3.7	%		104,071	(3)		3.5	%
Robert S. Bolinger		3,824	(11)		—			816			—
Patricia A. Gilmartin		4,200	(11)		—			1,004			—
Philip H. Glatfelter, II		5,932	(11)		—			1,843			—
John J. Lyons		16,517	(11)(4)		—			500			—
R. Richard Sherbahn		2,968	(11)		—			381			—
Executive Officers of the Mutual Company and DGI (5):
Ralph G. Spontak		100,103	(6)		1.0			17,982	(6)		1.3	%
Robert G. Shenk		59,811	(7)		—			11,429	(7)		—
Cyril J. Greenya		33,833	(8)		—			5,795	(8)		—
Daniel J. Wagner		22,021	(9)		—			6,760	(9)		—
Directors of the Mutual Company (10):
Frederick W. Dreher		15,136	(11)		—			5,834	(11)		—

Class A

Percent of

Class B

Percent of

Shares

Outstanding

Shares

Outstanding

Name of Individual

Beneficially

Class A

Beneficially

Class B

or Identity of Group

Owned(1)

Shares(2)

Owned(1)

Shares(2)

John E. Hiestand

3,738

(11)

—

488

(11)

—

(1)		Information furnished by each individual named. This table includes shares that are owned jointly, in whole or in part, with the person’s spouse, or individually by his spouse.

(2)		Less than 1% unless otherwise indicated.

(3)		Includes 216,667 shares of Class A Common Stock and 33,333 shares of Class B Common Stock that Mr. Nikolaus has the option to purchase under stock options granted by DGI that are currently exercisable.

(4)		Includes 6,667 shares of Class A Common Stock that Mr. Lyons has the option to purchase under stock options granted by DGI that are currently exercisable.

(5)		Excludes Executive Officers listed under “Directors of DGI.”

(6)		Includes 81,667 shares of Class A Common Stock and 13,333 shares of Class B Common Stock that Mr. Spontak has the option to purchase under stock options granted by DGI that are currently exercisable.

(7)		Includes 51,667 shares of Class A Common Stock and 8,333 shares of Class B Common Stock that Mr. Shenk has the option to purchase under stock options granted by DGI that are currently exercisable.

(8)		Includes 32,334 shares of Class A Common Stock and 5,333 shares of Class B Common Stock that Mr. Greenya has the option to purchase under stock options granted by DGI that are currently exercisable.

(9)		Includes 21,667 shares of Class A Common Stock and 3,333 shares of Class B Common Stock that Mr. Wagner has the option to purchase under stock options granted by DGI that are currently exercisable.

(10)		Excludes Directors listed under “Directors of DGI” and “Executive Officers of the Mutual Company and DGI.”

(11)		Includes 1,667 shares of Class A Common Stock the director has the option to purchase under stock options granted by us that are currently exercisable.

(b) Each of the persons together with his or her spouse, as applicable, and the

entity described in Item 5(a) have sole voting power and sole dispositive power over all of the shares described in Item 5(a).

(c) Reference is made to Item 3 hereof.

To the knowledge of the Mutual Company, none of the persons named in Item 5(a) has purchased or disposed of any shares of capital stock of DGI during the 60 days preceding April 1, 2004, except (i) purchases by the Mutual Company pursuant to the Dividend Reinvestment Plan as set forth in Item 3, (ii) purchases by directors pursuant to the Dividend Reinvestment Plan and (ii) the purchases as set forth in the following table:

Amount

Price

Identity of Person who

Date of

Class of

Per

How the Transaction

Effected the Transaction

Transaction

Securities

Share

was Effected

Donald H. Nikolaus

2/7/2004

3.636

22.966

Acquisition – Dividend reinvestment.

2/17/2004

191.784

22.966

Acquisition – Dividend reinvestment.

2/17/2004

303.674

23.40

Acquisition – 401(k) pension/profit sharing.

2/17/2004

121.245

23.95

Acquisition – 401(k) pension/profit sharing.

Ralph G. Spontak

3/19/2004

13,333

8.00

Acquisition – Exercise of options.

3/19/2004

13,333

21.36

Disposition – Open market or private sale of non-derivative or derivative security

Robert G. Shenk

3/11/2004

8,333

8.00

Acquisition – Exercise of options.

3/11/2004

8,333

21.17

Disposition —Open market or private sale of non-derivative or derivative security.

Daniel J. Wagner

3/4/2004

3,333

20.59

Disposition — Open market or private sale of non-derivative or derivative security.

3/4/2004

3,333

8.00

Acquisition – Exercise of options.

3/4/2004

3,333

20.38

Disposition —Open market or private sale of non-derivative or derivative security.

3/5/2004

6,667

8.00

Acquisition – Exercise of options.

3/5/2004

6,667

21.08

Disposition —Open market or private sale of non-derivative or derivative security.

Donegal Mutual Insurance Co.

2/26/2004

17,329

20.48

Acquisition — Open market or private purchase of non-derivative or derivative security.

2/27/2004

5,332

20.44

Acquisition — Open market or private

Amount

Price

Identity of Person who

Date of

Class of

Per

How the Transaction

Effected the Transaction

Transaction

Securities

Share

was Effected

purchase of non-derivative or derivative security.

3/2/2004

16,331

20.10

Acquisition — Open market or private purchase of non-derivative or derivative security.

3/4/2004

15,331

20.38

Acquisition — Open market or private purchase of non-derivative or derivative security.

3/5/2004

1,000

20.55

Acquisition — Open market or private purchase of non-derivative or derivative security.

3/9/2004

3,333

20.59

Acquisition — Open market or private purchase of non-derivative or derivative security.

3/9/2004

2,665

21.11

Acquisition — Open market or private purchase of non-derivative or derivative security.

3/10/2004

666

21.21

Acquisition — Open market or private purchase of non-derivative or derivative security.

3/11/2004

8,333

21.17

Acquisition — Open market or private purchase of non-derivative or derivative security.

3/11/2004

700

21.17

Acquisition — Open market or private purchase of non-derivative or derivative security.

Amount

Price

Identity of Person who

Date of

Class of

Per

How the Transaction

Transaction Effected the

Transaction

Securities

Share

was Effected

3/12/2004

666

21.13

Acquisition — Open market or private purchase of non-derivative or derivative security.

3/19/2004

13,333

21.36

Acquisition – Open market or private purchase of non-derivative or derivative security.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.


	DONEGAL MUTUAL INSURANCE COMPANY

	By:	/s/Ralph G. Spontak

		Ralph G. Spontak, Senior Vice President, Chief Financial Officer and Secretary

Dated: April 27, 2004


CUSIP No. 257701 20 1 and 257701 30 0

	1.	Name of Reporting Person: Donegal Mutual Insurance Company			I.R.S. Identification Nos. of above persons (entities only): 23-1336198

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Pennsylvania

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 4,139,792 shares of Class A Common Stock and 1,937,107 shares of Class B Common Stock

			8.	Shared Voting Power: N/A

			9.	Sole Dispositive Power: 4,139,792 shares of Class A Common Stock and 1,937,107 shares of Class B Common Stock

			10.	Shared Dispositive Power: N/A

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 4,139,792 shares of Class A Common Stock and 1,937,107 shares of Class B Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 41.5% of Class A Common Stock and 62.6% of Class B Common Stock%

	14.	Type of Reporting Person (See Instructions): IC HC

			entity described in Item 5(a) have sole voting power and sole dispositive power over all of the shares described in Item 5(a).

	(c)		Reference is made to Item 3 hereof.