8-K

UNITED STATES 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): January 28, 2009

Tower Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware	000-50990	13-3894120
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

120 Broadway, 31^st FloorNew York, NY 10271
(Address of principal executive offices)

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

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):

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

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

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

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

Item 8.01. Other Events

On January 28, 2009, Tower Group, Inc. (“Tower”) issued a press release announcing that its stockholders authorized during a special meeting the issuance of shares of Tower common stock to shareholders of CastlePoint Holdings, Ltd. (“CastlePoint”), in connection with the merger of CastlePoint into a wholly-owned subsidiary of Tower, as previously announced on August 5, 2008.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 8.01 as if fully set forth herein.

On January 28, 2009, Tower issued a press release announcing that that its acquisition of CastlePoint will close on February 5, 2009.  Under the terms of the merger agreement, the exchange ratio was determined based on Tower’s volume weighted average price per share during a 15 day trading window which began on January 7, 2009 and ended on January 28, 2009.  CastlePoint shareholders (other than Tower) will receive 0.47 shares of Tower common stock and cash consideration of $1.83 for each share of CastlePoint common stock. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated by reference to this Item 8.01 as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number	Description
99.1	Press Release issued by Tower, dated January 28, 2009, announcing the results of the special meeting.
99.2	Press Release issued by Tower, dated January 28, 2009, announcing the closing date of the merger.

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.

		Tower Group, Inc.
		Registrant
Date:	January 28, 2009	/s/ Francis M. Colalucci
		FRANCIS M. COLALUCCI
		Senior Vice President &Chief Financial Officer

EX-99.1

Exhibit 99.1

Tower Stockholders Approve Acquisition of CastlePoint

NEW YORK--(BUSINESS WIRE)--January 28, 2009--Tower Group, Inc. (NASDAQ: TWGP) today announced that its stockholders authorized during a special meeting the issuance of shares of Tower common stock to shareholders of CastlePoint Holdings, Ltd. (NASDAQ: CPHL) in connection with the merger of CastlePoint into a wholly-owned subsidiary of Tower.

Tower stockholders cast 19,640,144 votes in favor of the issuance of shares of Tower common stock to CastlePoint shareholders which represents 99.6% of the votes cast and 84.1% of the shares outstanding. The proposed merger was announced August 5, 2008.

About Tower Group, Inc.

Tower Group, Inc. offers property and casualty insurance products and services through its operating subsidiaries. Its insurance company subsidiaries offer insurance products to individuals and small to medium-sized businesses. Tower's insurance services subsidiaries provide underwriting, claims and reinsurance brokerage services to other insurance companies.

For more information visit Tower's website at http://www.twrgrp.com/.

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This press release or any other written or oral statements made by or on behalf of Tower and CastlePoint may include forward-looking statements that reflect Tower's and CastlePoint's current views with respect to future events and financial performance. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may," "will," "plan," "expect," "project," "intend," "estimate," "anticipate," "believe" or "continue" or their negative or variations or similar terminology. All forward-looking statements address matters that involve risks and uncertainties. Forward-looking statements speak only as of the date on which they are made, and the assumptions underlying our pro forma projections and/or earnings guidance could prove incorrect. Neither CastlePoint nor Tower undertakes any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

CONTACT:
Tower Group, Inc.
Thomas Song, 212-655-4789
Managing Vice President
tsong@twrgrp.com

EX-99.2

Exhibit 99.2

Tower Announces the Closing Date for Acquisition of CastlePoint

NEW YORK--(BUSINESS WIRE)--January 28, 2009--Tower Group, Inc. (NASDAQ: TWGP) today announced that its acquisition of CastlePoint Holdings, Ltd. (NASDAQ: CPHL) will close on February 5, 2009.

Final Merger Consideration:

Under the terms of the merger agreement, the exchange ratio was determined based on Tower’s volume weighted average price per share during a 15 day trading window which began on January 7, 2009 and ended on January 28, 2009.

CastlePoint shareholders (other than Tower) will receive 0.47 shares of Tower common stock and cash consideration of $1.83 for each share of CastlePoint common stock.

About Tower Group, Inc.

Tower Group, Inc. offers property and casualty insurance products and services through its operating subsidiaries. Its insurance company subsidiaries offer insurance products to individuals and small to medium-sized businesses. Tower's insurance services subsidiaries provide underwriting, claims and reinsurance brokerage services to other insurance companies.

For more information visit Tower's website at http://www.twrgrp.com/.

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This press release or any other written or oral statements made by or on behalf of Tower and CastlePoint may include forward-looking statements that reflect Tower's and CastlePoint's current views with respect to future events and financial performance. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may," "will," "plan," "expect," "project," "intend," "estimate," "anticipate," "believe" or "continue" or their negative or variations or similar terminology. All forward-looking statements address matters that involve risks and uncertainties. Forward-looking statements speak only as of the date on which they are made, and the assumptions underlying our pro forma projections and/or earnings guidance could prove incorrect. Neither CastlePoint nor Tower undertakes any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

CONTACT:
Tower Group, Inc.
Thomas Song, 212-655-4789
Managing Vice President
tsong@twrgrp.com