WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 6, 2007

                             James River Group, Inc.
               (Exact Name of Registrant as Specified in Charter)

Delaware                   000-51480                   05-0539572
--------                   ---------                   ----------
(State or Other            (Commission                 (I.R.S. Employer
Jurisdiction of            File Number)                Identification No.)

   300 Meadowmont Village Circle, Suite 333, Chapel Hill, North Carolina 27517
          (Address of Principal Executive Offices, including Zip code)

                                 (919) 883-4171
              (Registrant's Telephone Number, including Area Code)

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):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR

|X| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 8.01.        Other Event.

On November 6, 2007, the Registrant  issued a press release  announcing  that at
its  Special  Meeting  of   Stockholders  on  November  6,  2007,   stockholders
overwhelmingly  approved  the  acquisition  of the  Company  by a  Bermuda-based
holding  company  and  member  of the D. E.  Shaw  group,  a  global  investment
management  firm. Over 84% of the Company's  outstanding  shares of common stock
were voted on the merger  proposal at the  meeting,  and over 99% of these votes
were  in  favor  of the  acquisition.  Upon  the  closing  of  the  transaction,
stockholders  will receive a cash payment of $34.50 per share, with the value of
the transaction  totaling  approximately $575 million.  The Company expects that
the  transaction  will be completed in early  December 2007. A copy of the press
release is furnished as Exhibit 99.1 to this report.

Item 9.01.        Financial Statements and Exhibits.

(d)    Exhibits.

       Exhibit No.         Description of Exhibit
       -----------         ----------------------
       99.1                Press release dated November 6, 2007.



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.

                                          James River Group, Inc.

                                          /s/ Michael T. Oakes

Date: November 6, 2007                    By:
                                          Name:    Michael T. Oakes
                                          Title:   Executive Vice President and
                                                   Chief Financial Officer


                                    EXHIBIT INDEX

   No.                              Description
   ---                              -----------
  99.1                      Press release dated November 6, 2007.