FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * HRWCP 1 LP   2. Issuer Name and Ticker or Trading Symbol James River Group, INC [JRVR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 20 LIBERTY STREET, PO BOX 388 3. Date of Earliest Transaction (Month/Day/Year) 08/12/2005 (Street) CHESTER, CT 06412 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/12/2005   C   1,883,590 (1) (2) A (4) 1,883,590 (1) (2) D   Common Stock 08/12/2005   C   276,753 (1) (3) A (4) 276,753 (1) (3) I By High Ridge Capital Partners II, L.P.

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Preferred Stock

(4)

08/12/2005

C

167,758 (1) (2)

(4)

(4)

Common Stock

1,883,590 (1) (2)

(4)

0

D

Series B Convertible Preferred Stock

(4)

08/12/2005

C

25,000 (1) (3)

(4)

(4)

Common Stock

276,753 (1) (3)

(4)

0

I

By High Ridge Capital Partners II, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HRWCP 1 LP 20 LIBERTY STREET PO BOX 388 CHESTER, CT 06412		X
High Ridge GP Holdings LLC 20 LIBERTY STREET PO BOX 388 CHESTER, CT 06412		X
Long Trail Ventures LLC 20 LIBERTY STREET PO BOX 388 CHESTER, CT 06412		X

Signatures

/s/ Steven J. Tynan, Manager of General Partner		08/16/2005
**Signature of Reporting Person		Date
/s/ Steven J. Tynan, Manager		08/16/2005
**Signature of Reporting Person		Date
/s/ Steven J. Tynan, Manager		08/16/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pro rata pecuniary interest therein.
(2)	These shares are owned directly by HRWCP 1, L.P. and owned indirectly by High Ridge GP Holdings LLC and Long Trail Ventures LLC.
(3)	These shares are owned directly by High Ridge Capital Partners II, L.P. and owned indirectly by Long Trail Ventures L.L.C.
(4)	Represents shares of Common Stock of JRVR received upon automatic conversion of shares of Convertible Preferred Stock of JRVR. Each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock of JRVR immediately prior to the closing of the initial public offering of Common Stock of JRVR on August 12, 2005. Each share of Series B Convertible Preferred Stock converted into a number of shares of Common Stock of JRVR equal to the product of (A) the quotient of (i) the sum of (x) $100, representing the purchase price of each share of Series B Convertible Preferred Stock, plus (y) all accrued and unpaid dividends thereon, divided by (ii) $100, multiplied by (B) 10, to reflect the 10-for-1 stock split effected by JRVR immediately prior to the closing of the initial public offering of Common Stock of JRVR on August 12, 2005.
Remarks: Exhibit List: Exhibit 99.1-Joint Filer Information. Exhibit 99.2-Joint Filer Information.

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