8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or15 (d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest reported event): October 10, 2005

                           The Navigators Group, Inc.
             (Exact name of registrant as specified in its chapter)



    DELAWARE                        0-15886                      13-3138397
- --------------------------------------------------------------------------------
   (State of                      (Commission                 (I.R.S. Employer
  organization)                   File Number)               Identification No.)


     One Penn Plaza, New York, NY                                    10119
  ---------------------------------------------------------------------------
  (Address of principal executive offices)                        (Zip Code)


       Registrant's telephone number, including area code: (914) 933-6025

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 October 10, 2005, The Navigators Group, Inc. issued a press release
announcing  its  plans to  offer  3,300,000  shares  of its  common  stock in an
underwritten  public offering.  This press release is attached hereto as Exhibit
99.1.

                                    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.


                              THE NAVIGATORS GROUP, INC.
                              --------------------------
                              (Registrant)


                                 /s/ Bradley D. Wiley
                              --------------------------------------------------
                              Name: Bradley D. Wiley
                              Title: Senior Vice President, Financial Compliance
                                     Officer and Secretary


Date: October 10, 2005





     INDEX TO EXHIBITS

Number   Description
- ------   -----------

  99.1   Navigators Announces Equity Offering

EX-99.1

                                                                    Exhibit 99.1


                      Navigators Announces Equity Offering


     NEW YORK--(BUSINESS WIRE)--Oct. 10, 2005--The Navigators Group, Inc.
(NASDAQ:NAVG) today announced plans to offer 3,300,000 shares of its common
stock in an underwritten public offering. The Company also expects to grant the
underwriters an option to purchase up to 495,000 additional shares of the
Company's common stock to cover over-allotments. Net proceeds from the offering
will be used to make contributions to the capital of one or both of the
Company's insurance subsidiaries and for general corporate purposes.
     Credit Suisse First Boston and Keefe, Bruyette & Woods, Inc. are acting as
Joint Book-Running Managers of the offering. Co-managers for the offering are
J.P. Morgan Securities Inc., Cochran, Caronia & Co. and Sandler O'Neill &
Partners, L.P.
     A Form S-3 registration statement relating to these securities has been
filed with the Securities and Exchange Commission and was declared effective on
September 30, 2005. This announcement shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such state.
     A prospectus supplement relating to the offering will be filed with the
Securities and Exchange Commission. When available, copies of the prospectus
supplement may be obtained from Credit Suisse First Boston, Prospectus
Department, One Madison Avenue, New York, New York 10010 (212-325-2580) or from
Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, New York, New York 10019
(212-887-8938).
     The Navigators Group, Inc. is an international insurance holding company
with insurance company operations, underwriting management companies, and
operations at Lloyd's of London. Headquartered in New York City, Navigators has
offices in major insurance centers in the United States, the United Kingdom and
Belgium.
     This press release may contain "forward looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. Whenever used in this
release, the words "estimate", "expect", "believe" or similar expressions are
intended to identify such forward-looking statements. We cannot assure that
results which we anticipate will be achieved, since results may differ
materially because of known and unknown risks and uncertainties which we face.
Please refer to Navigators' most recent Forms 10-K and 10-Q and its other
filings with the Securities and Exchange Commission for a description of the
Company's business and the important factors which may affect that business. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement.


    CONTACT: The Navigators Group, Inc.
             Paul J. Malvasio,
             Executive Vice President
             and Chief Financial Officer
             914-933-6088
             pmalvasio@navg.com
             www.navg.com