Ownership Submission
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  
Options to Purchase Common Stock   (5) 03/24/2014 Common Stock 400 (3) (5) $ 100 (3) D  

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      

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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