UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              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): August 21, 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.)
Incorporation)

   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
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| 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 7.01.        Regulation FD Disclosure.

On August 21, 2007, the Registrant  issued a press release  announcing its Board
of Directors has declared a quarterly cash dividend of $0.15 per share of common
stock. The dividend is payable on Friday, September 28, 2007 to all stockholders
of record  on  Friday,  September  14,  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 August 21, 2007.


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                                    SIGNATURE

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.
                                         (Registrant)

                                         /s/ Michael T. Oakes

Date: August 21, 2007                    By:
                                             -----------------------------------
                                         Name:    Michael T. Oakes
                                         Title:   Executive Vice President and
                                                  Chief Financial Officer

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                                  EXHIBIT INDEX


 Exhibit
   No.                           Description
   ---                           -----------

  99.1

                                 Press release dated August 21,
2007.

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