8-K

As filed with the Securities and Exchange Commission on July 26, 2006

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 25, 2006

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15202	22-1867895
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

475 Steamboat Road, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(203) 629-3000

Not Applicable
(Former name or former address, if changed since last report)

     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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operation and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-99.1: PRESS RELEASE

Item 2.02 Results of Operation and Financial Condition

     Reference is made to the press release of W. R. Berkley Corporation (the “Company”) relating to the announcement of the Company’s results of operations for the second quarter of 2006. The press release was issued on July 25, 2006. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

     The information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(c)	Exhibits
99.1	Press Release, dated July 25, 2006

SIGNATURES

     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.

W. R. BERKLEY CORPORATION
By:	/s/ Eugene G. Ballard
	Name:	Eugene G. Ballard
	Title:	Senior Vice President, Chief Financial Officer and Treasurer

Date: July 26, 2006

EXHIBIT INDEX

Exhibit:
99.1	Press Release dated July 25, 2006

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Karen A. Horvath
		Vice President — External Financial Communications
		(203) 629-3000

W. R. BERKLEY CORPORATION REPORTS SECOND QUARTER RESULTS
NET INCOME UP 23% TO $165 MILLION
Fifteenth Consecutive Quarter that Return on Equity Exceeds 20%

     Greenwich, CT, July 25, 2006 — W. R. Berkley Corporation (NYSE: BER) today reported net income for the second quarter of 2006 of $165 million, or 82 cents per share, a 23% increase from $134 million, or 67 cents per share, for the second quarter of 2005. Net operating income for the second quarter of 2006 increased 27% to $166 million, or 82 cents per share, compared with $130 million, or 65 cents per share, for the corresponding quarter of 2005. Net operating income is a non-GAAP financial measure defined by the Company as net income excluding realized investment gains and losses. All per share amounts in this release reflect the 3-for-2 common stock split effected on April 4, 2006.

W. R. Berkley Corporation Page 2

Summary Financial Data
(Amounts in thousands, except per share data)

	Second Quarter				Six Months
	2006		2005		2006		2005
Gross premiums written	$	1,341,347	$	1,249,812	$	2,752,182	$	2,592,902
Net premiums written		1,217,985		1,135,011		2,496,516		2,323,179
Net income		165,452		134,079		327,154		254,950
Net income per diluted share		0.82		0.67		1.62		1.28
Net operating income		165,986		130,310		325,935		251,274
Net operating income per diluted share		0.82		0.65		1.61		1.26

Second quarter highlights included:

• Return on equity was 25.8% on an annualized basis.

• GAAP combined ratio was 88.9%.

• Net investment income grew 55% to $145 million.

• Net premiums written increased 7% to $1.2 billion.

• Paid loss ratio was 38.0%.

     Commenting on the Company’s activities, William R. Berkley, chairman and chief executive officer, said: “Our business continues to perform extremely well with overall pricing levels down slightly but still adequate to allow for substantial underwriting profits. In spite of typical second quarter storm activity in our regional segment, we were able to deliver a return to shareholders in excess of 25%. While we expect results to vary within each segment, we continue to be confident that we will be able to deliver returns in excess of 20% at least through 2007. As we begin to generate more capital than opportunities to grow revenues, we will manage our balance sheet as we have in the past. At the end of June, we repurchased 1.4 million shares of the Company’s stock for $31.73 per share.

     “While we see new opportunities, they generally do not offer rational risk-adjusted returns — naïve capital continues to abound. We expect to receive more significant contributions from our new ventures in the second half of the

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year, and we remain enthusiastic about our ability to deliver outstanding returns,” Mr. Berkley concluded.

Webcast Conference Call

     The Company will hold its quarterly conference call with analysts and investors to discuss its earnings and other information on Wednesday, July 26, 2006 at 9:30 a.m. eastern time. The conference call will be webcast live on the Company’s website at www.wrberkley.com. A recording of the call will be available on the Company’s website approximately two hours after the end of the conference call.

About W. R. Berkley Corporation

     Founded in 1967, W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates in five segments of the property casualty insurance business: specialty insurance, regional property casualty insurance, alternative markets, reinsurance and international.

Forward Looking Information

     This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including statements related to our outlook for the industry and for our performance for the year 2006 and beyond, are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. They are subject to various risks and uncertainties, including but not limited to, the cyclical nature of the property casualty industry, the long-tail and potentially volatile nature of the reinsurance business, product demand and pricing, claims development and the process of estimating reserves, the uncertain nature of damage theories and loss amounts, the increased level of our retention, natural and man-made catastrophic losses, including hurricanes and as a result of terrorist activities, the impact of competition, the availability of reinsurance, exposure as to coverage for terrorist acts, our retention under The Terrorism Risk Insurance Act of 2002, as

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W. R. Berkley Corporation Page 4

amended (“TRIA”), the ability of our reinsurers to pay reinsurance recoverables owed to us, investment risks, including those of our portfolio of fixed income securities and investments in equity securities, including merger arbitrage investments, exchange rate and political risks relating to our international operations, legislative and regulatory developments, including those related to alleged anti-competitive or other improper business practices in the insurance industry, changes in the ratings assigned to us by ratings agencies, the availability of dividends from our insurance company subsidiaries, our ability to successfully acquire and integrate companies and invest in new insurance ventures, our ability to attract and retain qualified employees, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These risks could cause actual results of the industry or our actual results for the year 2006 and beyond to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Any projections of growth in the Company’s net premiums written and management fees would not necessarily result in commensurate levels of underwriting and operating profits. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

# # #

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W. R. Berkley Corporation Page 5

Consolidated Financial Summary
(Amounts in thousands, except per share data)

	Second Quarter						Six Months
	2006			2005			2006			2005
Revenues:
Net premiums written	$	1,217,985		$	1,135,011		$	2,496,516		$	2,323,179
Change in unearned premiums		(31,305	)		(43,138	)		(163,459	)		(191,331	)
Premiums earned		1,186,680			1,091,873			2,333,057			2,131,848
Net investment income		145,067			93,622			276,564			183,180
Service fees		26,966			28,662			53,560			58,961
Realized investment gains (losses)		(673	)		6,126			2,002			5,765
Other income		306			501			697			1,018
Total revenues		1,358,346			1,220,784			2,665,880			2,380,772
Expenses:
Losses and loss expenses		742,110			675,326			1,443,308			1,316,472
Other operating expenses		358,926			334,600			714,580			661,405
Interest expense		23,272			19,217			46,741			37,342
Total expenses		1,124,308			1,029,143			2,204,629			2,015,219
Income before income taxes and minority interest		234,038			191,641			461,251			365,553
Income tax expense		(67,883	)		(56,095	)		(132,806	)		(108,824	)
Minority interest		(703	)		(1,467	)		(1,291	)		(1,779	)
Net income	$	165,452		$	134,079		$	327,154		$	254,950
Net income per share: (1)
Basic	$	0.86		$	0.70		$	1.70		$	1.34
Diluted	$	0.82		$	0.67		$	1.62		$	1.28
Average shares outstanding: (1)
Basic		192,337			190,300			192,041			190,070
Diluted		202,450			200,051			202,450			199,915

(1) Per share amounts reflect the 3-for-2 common stock split effected on April 4, 2006.

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W. R. Berkley Corporation Page 6

Operating Results by Segment
(Amounts in thousands, except ratios (1))

	Second Quarter						Six Months
	2006			2005			2006			2005
Specialty: (2)
Gross premiums written	$	521,825		$	513,297		$	996,126		$	956,770
Net premiums written		496,017			490,557			943,580			906,496
Premiums earned		443,212			406,301			861,457			778,222
Pre-tax income		112,732			80,533			219,218			160,558
Loss ratio		60.7	%		62.6	%		60.3	%		62.0	%
Expense ratio		25.0	%		25.3	%		25.2	%		25.2	%
GAAP combined ratio		85.7	%		87.9	%		85.5	%		87.2	%
Regional (3):
Gross premiums written	$	372,481		$	356,491		$	737,147		$	723,864
Net premiums written		322,910			305,005			634,291			618,830
Premiums earned		299,613			292,037			589,575			572,336
Pre-tax income		43,930			48,592			98,560			107,655
Loss ratio		62.0	%		57.6	%		59.4	%		55.4	%
Expense ratio		30.2	%		30.4	%		30.6	%		30.4	%
GAAP combined ratio		92.2	%		88.0	%		90.0	%		85.8	%
Alternative Markets: (2)
Gross premiums written	$	123,843		$	143,702		$	397,291		$	426,964
Net premiums written		102,709			116,867			341,131			349,448
Premiums earned		162,028			161,029			324,769			316,296
Pre-tax income		74,520			55,060			141,642			97,124
Loss ratio		51.8	%		60.7	%		53.6	%		64.3	%
Expense ratio		23.1	%		20.5	%		22.2	%		20.6	%
GAAP combined ratio		74.9	%		81.2	%		75.8	%		84.9	%
Reinsurance: (2)
Gross premiums written	$	258,628		$	192,038		$	505,661		$	394,520
Net premiums written		242,957			182,529			478,766			370,073
Premiums earned		226,307			185,914			451,549			373,767
Pre-tax income		34,037			25,361			64,096			45,636
Loss ratio		74.5	%		67.2	%		73.6	%		68.1	%
Expense ratio		25.1	%		31.0	%		26.3	%		31.4	%
GAAP combined ratio		99.6	%		98.2	%		99.9	%		99.5	%
International: (2)
Gross premiums written	$	64,570		$	44,284		$	115,957		$	90,784
Net premiums written		53,392			40,053			98,748			78,332
Premiums earned		55,520			46,592			105,707			91,227
Pre-tax income		10,820			6,118			16,732			10,602
Loss ratio		62.4	%		64.0	%		64.0	%		64.6	%
Expense ratio		30.1	%		30.2	%		31.7	%		30.6	%
GAAP combined ratio		92.5	%		94.2	%		95.7	%		95.2	%

(Continued)

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W. R. Berkley Corporation Page 7

Operating Results by Segment (continued)
(Amounts in thousands, except ratios (1))

	Second Quarter						Six Months
	2006			2005			2006			2005
Corporate and Eliminations:
Realized investment gains (losses)	$	(673	)	$	6,126		$	2,002		$	5,765
Interest and other, net		(41,328	)		(30,149	)		(80,999	)		(61,787	)
Pre-tax loss		(42,001	)		(24,023	)		(78,997	)		(56,022	)
Total:
Gross premiums written	$	1,341,347		$	1,249,812		$	2,752,182		$	2,592,902
Net premiums written		1,217,985			1,135,011			2,496,516			2,323,179
Premiums earned		1,186,680			1,091,873			2,333,057			2,131,848
Pre-tax income		234,038			191,641			461,251			365,553
Loss ratio		62.5	%		61.9	%		61.9	%		61.8	%
Expense ratio		26.4	%		27.3	%		26.7	%		27.4	%
GAAP combined ratio		88.9	%		89.2	%		88.6	%		89.2	%

(1)	Loss ratio is losses and loss expenses incurred expressed as a percentage of premiums earned. Expense ratio is underwriting expenses expressed as a percentage of premiums earned. Underwriting expenses do not include expenses related to insurance services or unallocated corporate expenses. For the international segment, the loss and expense ratios do not include life insurance business. GAAP combined ratio is the sum of the loss ratio and the expense ratio.
(2)	Prior period operating results by segment have been reclassified to reflect a change in the segment designation for the following companies: Berkley Underwriting Partners, LLC from reinsurance to specialty; W. R. Berkley Insurance (Europe), Limited from specialty to international; and Berkley Medical Excess Underwriters, LLC from specialty to alternative markets.
(3)	For the second quarters of 2006 and 2005, weather-related losses were $20 million and $12 million, respectively. For the six months of 2006 and 2005, weather-related losses were $25 million and $18 million, respectively.

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W. R. Berkley Corporation Page 8

Selected Balance Sheet Information
(Amounts in thousands, except per share data)

	June 30,		December 31,
	2006		2005
Total investments (1)	$	10,928,051	$	10,378,250
Total assets		14,691,916		13,896,287
Reserves for losses and loss expenses		7,276,382		6,711,760
Senior notes and other debt		868,509		967,818
Junior subordinated debentures		451,317		450,634
Stockholders’ equity (2)		2,800,823		2,567,077
Shares outstanding		191,282		191,265
Stockholders’ equity per share		14.64		13.42

(1)	Total investments include cash and cash equivalents, trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases.
(2)	Stockholders’ equity includes after-tax unrealized losses from investments and currency translation adjustments of $33 million as of June 30, 2006 and after-tax unrealized gains from investments and currency translation adjustments of $25 million as of December 31, 2005.

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W. R. Berkley Corporation Page 9

Supplemental Information
(Amounts in thousands)

	Second Quarter						Six Months
	2006			2005			2006			2005
Reconciliation of net operating income to net income:
Net operating income (1)	$	165,986		$	130,310		$	325,935		$	251,274
Realized investment gains (losses), net of taxes		(534	)		3,769			1,219			3,676
Net income	$	165,452		$	134,079		$	327,154		$	254,950
Return on equity:
Net Income (2)		25.8	%		25.4	%		25.5	%		24.2	%
Net operating income (2)		25.9	%		24.7	%		25.4	%		23.8	%
Cash flow:
Cash flow from operations before cash transfers to/from trading account (3)	$	348,068		$	368,387		$	787,024		$	816,994
Trading account transfers		(25,000	)		(50,000	)		(225,000	)		(75,000	)
Cash flow from operations	$	323,068		$	318,387		$	562,024		$	741,994

(1)	Net operating income is a non-GAAP financial measure defined by the Company as net income excluding realized investment gains and losses. Management believes that excluding realized investment gains and losses, which result primarily from changes in general economic conditions, provides a useful indicator of trends in the Company’s underlying operations.
(2)	Return on equity represents net income and net operating income expressed on an annualized basis as a percentage of beginning of year stockholders’ equity.
(3)	Cash flow before trading account transfers is a non-GAAP financial measure that excludes cash contributions to and withdrawals from the arbitrage trading account. Management believes that cash transfers to and withdrawals from the arbitrage trading account are the result of changes in investment allocations and that excluding such transfers provides a useful measure of the Company’s cash flow.

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