8-K

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) August 5, 2008

Tower Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50990	13-3894120
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)
120 Broadway (31st Floor), New York, NY		10271
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 655-2000

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):

þ 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 240.133-4(c))

ITEM 8.01 OTHER EVENTS

As reported on a Current Report on Form 8-K of Tower Group, Inc. (“Tower”) dated August 5, 2008, on August 4, 2008, Tower entered into an Agreement and Plan of Merger (the “Merger Agreement”), among Tower, Ocean I Corporation, a wholly-owned indirect subsidiary of Tower, and CastlePoint Holdings, Ltd.

On August 5, 2008, Tower issued a communication to certain of its customers, clients and producers with respect to a ratings announcement by A.M. Best relating to the Merger Agreement. Tower is filing as Exhibit 99.1 to this Current Report on Form 8-K a copy of that communication.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibit 99.1 Communication to certain customers, clients and producers

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with this proposed transaction, Tower and CastlePoint Holdings, Ltd. will file a joint proxy statement/prospectus with the Securities and Exchange Commission (“SEC”). Investors are urged to carefully read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because they will contain important information. Investors will be able to obtain the proxy statement/prospectus and all relevant documents filed by Tower with the SEC free of charge at the SEC’s website www.sec.gov or, with respect to documents filed by Tower, from Tower directly at 120 Broadway (31^st Floor), New York, NY 10271, (212) 655-2000; email: info@twrgrp.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

PARTICIPANTS IN THE SOLICITATION

The directors, executive officers and other members of management and employees of Tower may be deemed participants in the solicitation of proxies from its stockholders in favor of the transactions. Information concerning persons who may be considered participants in the solicitation of Tower’s stockholders under the rules of the SEC is set forth in public filings filed by Tower with the SEC and will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information concerning Tower’s participants in the solicitation is contained in Tower’s Proxy Statement on Schedule 14A, filed with the SEC on March 14, 2008.

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

Date: August 7, 2008

Tower Group, Inc.

/s/ Francis M. Colalucci

Name: Francis M. Colalucci

Title: Chief Financial Officer and Treasurer

Exhibit Index

Exhibit 99.1 Communication to certain customers, clients and producers

EX-99.1

TOWER GROUP COMPANIES

IMPORTANT NOTICE: TO ALL TOWER GROUP COMPANIES PRODUCERS

     Tower Group, Inc. to Acquire CastlePoint Holdings, Ltd.

A.M. Best Upgrades Preserver Subsidiaries to A- (Excellent)

This morning Tower Group, Inc. (“Tower”) and CastlePoint Holdings, Ltd. (“CastlePoint”) announced that they have entered into a definitive agreement for the acquisition of CastlePoint by Tower in a transaction valued at $490 million. The transaction will provide substantial benefits for our producers and insureds. With the combined skills of both organizations, Tower Group Companies has the ability to further demonstrate its unique position in the commercial and personal lines marketplace. A copy of the press release issued jointly by Tower and CastlePoint is attached for your review.

Key advantages and benefits of the transaction for Tower producers include:

• Increased financial strength and sources of revenue

• Available capital to support Tower's growth and expansion

• Creation of a broad and diversified product line

• Development of an expanded distribution platform

In conjunction with this announcement, A.M. Best (“Best”) advised that they are placing both Tower Group Companies and CastlePoint “under review with negative implications” due to the “execution risk involved with integrating this transaction”. We do not anticipate this transaction will have an impact on our current “A- (Excellent)” rating regardless of the outcome of this transaction.

Best stated in their announcement that should the transaction close as presented, Best “expects to affirm the ratings” of Tower Group Companies, CastlePoint Insurance Company and CastlePoint Reinsurance Company, Ltd. Alternatively, if the transaction were not to close and both companies remain independent, Best stated “the ratings for both companies are expected to be affirmed.” Simultaneous with this announcement, Best also announced the upgrade of Tower’s Preserver subsidiaries that Tower acquired last year from “B++ (Good)” to “A- (Excellent)”.

You will be able to address any questions you may have regarding this transaction to your branch manager or business development representative. We thank you for your continued support of the Tower Group Companies and look forward to an even greater role in your agency.

Chris Pechmann	Bruce Sanderson
Senior Vice President	Managing Vice President
Marketing & Distribution	Field Management
Tower Group Companies	Tower Group Companies

     Tower Insurance Company of New York • Tower National Insurance Company • Tower Risk Management Corp.
Preserver Insurance Company • Mountain Valley Indemnity Company • North East Insurance Company
120 Broadway • 31st Floor • New York, NY • 10271-3199 • 212.655.2000 • Fax: 212.655.2199 • www.twrgrp.com

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