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): May 17, 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 May 17, 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,  June 29, 2007 to all stockholders of
record on Friday,  June 15,  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 May 17, 2007.



                                        2





                                    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: May 17, 2007                   By:
                                         ---------------------------------------
                                     Name:    Michael T. Oakes
                                     Title:   Executive Vice President and Chief
                                              Financial Officer




                                        3



                                    EXHIBIT INDEX


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

  99.1                                   Press release dated May 17, 2007.



                                                   4