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)     FEBRUARY 4, 2005
                                                     ---------------------------

                               CRAWFORD & COMPANY
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     GEORGIA
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                 (State or Other Jurisdiction of Incorporation)

        1-10356                                           58-0506554
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(Commission File Number)                       (IRS Employer Identification No.)


5620 GLENRIDGE DRIVE, N.E., ATLANTA, GEORGIA                            30342
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 (Address of Principal Executive Offices)                             (Zip Code)

                                 (404) 256-0830
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              (Registrant's Telephone Number, Including Area Code)

                                       N/A
- --------------------------------------------------------------------------------
          (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:

        [ ] 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 1.01 Entry into a Material Definitive Agreement

        On February 1, 2005, Crawford & Company (the "Company") entered into a
Change of Control and Severance Agreement with Thomas W. Crawford, President and
Chief Executive Officer of the Company. The agreement provides in the event that
Mr. Crawford's employment with the Company is terminated due to the Company
being bought or sold such that there is a material change in control, the
Company agrees to provide eighteen (18) months of Mr. Crawford's then current
base salary. Additionally, all stock options granted to Mr. Crawford will
immediately vest and become exercisable for a ninety (90) day period following
the date of termination. The agreement also provides that in the event Mr.
Crawford is terminated by Crawford in his first year of employment, for reasons
other than cause, he will be provided severance compensation equal to six (6)
months of his then current base salary. The agreement also provides that, prior
to the severance amounts being paid and options vesting, that the Company and
Mr. Crawford agree to mutually acceptable terms of confidentiality,
non-solicitation, cooperation and other reasonable and customary terms of a
severance agreement at the time of his termination of employment. Mr. Crawford
became President and Chief Executive Officer of the Company September 1, 2004.



Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers

        On February 1, 2005, the Board of Directors of Crawford & Company (the
"Company") elected James D. Edwards as a Director of the Company increasing the
size of the Board to eight (8).



Item 9.01 Financial Statements and Exhibits.

        (c) Exhibits

        The following exhibit is filed herewith:

        Exhibit Number     Descriptions

        10.1               Change of Control and Severance Agreement, dated
                           February 1, 2005, between Thomas W. Crawford and
                           Crawford & Company




                                   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.

                                           CRAWFORD & COMPANY


                                           By:   /s/ Peter J. Rescigno
                                           -------------------------------------
                                                 Peter J. Rescigno
                                                 Senior Vice President - General
                                                 Counsel & Corporate Secretary



Dated: February 4, 2005

EX-10.1

                                                                    Exhibit 10.1


                    Change of Control and Severance Agreement



Crawford & Company (hereinafter referred to as "Crawford" or "Company") and
Thomas W. Crawford (hereinafter referred to as "you" or "your"), for good and
valuable consideration, hereby agree as follows:

In the event your employment with Crawford is terminated by Crawford upon the
event of the Company being bought or sold such that there is a material change
in control, the Company agrees that:

    A.  You will be provided severance compensation equal to eighteen (18)
        months of your then current base salary; and,

    B.  All stock options granted to you by the Company will be deemed vested
        and may be exercised within ninety (90) days following the date of
        termination.

A "material change in control" shall mean the acquisition of the Company by a
third party of greater than fifty (50) percent of the Class B shares of the
Company.

In the event your employment with Crawford is terminated by Crawford in your
first year of employment with Crawford for reasons other than cause, as cause
may be determined by the Board of Directors of the Company, the Company agrees
that:

    A.  You will be provided severance compensation equal to six (6) months of
        your then current base salary.

This agreement is contingent upon and subject to achieving mutually acceptable
terms with the Company on matters pertaining to:

    -   confidentiality of information;
    -   return of all Crawford property, documents, or instruments;
    -   no admission of liability on the part of the Crawford;
    -   general release of any claims;
    -   non-solicitation of employees and customers;
    -   cooperation;
    -   non-disparagement; and
    -   other reasonable terms and conditions that are customarily in severance
        agreements.

Nothing herein shall change or alter your status of employment as being
"at-will".

AGREED, February 1, 2005,



                                 
/s/ Thomas W. Crawford              Thomas W. Crawford, President and Chief Executive Officer

/s/ William L. Beach                Crawford & Company