FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Luby Dallas W 2. Date of Event Requiring Statement (Month/Day/Year) 08/08/2005 3. Issuer Name and Ticker or Trading Symbol James River Group, INC [JRVR] (Last) (First) (Middle) 1414 RALEIGH ROAD, SUITE 415 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) CHAPEL HILL, NC 27517 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	  (1)	  (1)	Common Stock	1,000 (2)	$ (2)	I	By Mayfair I, LLC
Options to Purchase Common Stock	  (4)	09/13/2013	Common Stock	812 (3) (4)	$ 100 (3)	D	Â
Options to Purchase Common Stock	  (5)	03/24/2014	Common Stock	400 (3) (5)	$ 100 (3)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Luby Dallas W 1414 RALEIGH ROAD, SUITE 415 CHAPEL HILL, NC 27517	  X	Â	Â	Â

Signatures

/s/ J. Adam Abram, Attorney-in-Fact		08/08/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	All of the issuer's Series B Convertible Preferred Stock will be converted into Common Stock immediately prior to the closing of the issuer's initial public offering.
(2)	Does not reflect accrued and unpaid dividends payable in Common Stock or a 10-for-1 stock split to be effective prior to the closing of the issuer's initial public offering.
(3)	Does not reflect a 10-for-1 stock split, to be effective prior to the closing of the issuer's initial public offering.
(4)	Of these 812 Options to Purchase Common Stock, 203 have vested, and the remainder will vest in equal installments on each of 9/4/05, 9/4/06 and 9/4/07.
(5)	Of these 400 Options to Purchase Common Stock, 100 have vested, and the remainder will vest in equal installments on each of 3/25/06, 3/25/07 and 3/25/08.
  Remarks: J. Adam Abram was granted a power of attorney to sign Form 3 on behalf of Mr. Luby pursuant to the Power of Attorney  attached hereto as Exhibit 24.  EXHIBIT INDEX - Exhibit 24 - Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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