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 18, 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 18, 2005,  The  Navigators  Group,  Inc.  issued a press release
announcing that it closed the public offering of 3,795,000  shares of its common
stock,  including  495,000  shares  sold  upon  exercise  of  the  underwriters'
over-allotment  option in full, at $34.50 per share. Net proceeds to the Company
were  approximately  $124  million.  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 18, 2005





     INDEX TO EXHIBITS

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

 99.1     Navigators  Announces  Closing of Equity  Offering and  Over-Allotment
          Option

EX-99.1

                                                                    Exhibit 99.1

                    Navigators Announces Closing of
              Equity Offering and Over-Allotment Option

    NEW YORK--(BUSINESS WIRE)--Oct. 18, 2005--The Navigators Group,
Inc. (NASDAQ:NAVG) today announced that it closed the public offering
of 3,795,000 shares of its common stock, including 495,000 shares sold
upon exercise of the underwriters' over-allotment option in full, at
$34.50 per share. All of the shares purchased today were sold by the
Company. Net proceeds to the Company were approximately $124 million.
    Credit Suisse First Boston LLC and Keefe, Bruyette & Woods, Inc.
acted as Joint Book-Running Managers of the offering. Co-managers for
the offering were J.P. Morgan Securities Inc., Cochran, Caronia & Co.
and Sandler O'Neill & Partners, L.P.
    A registration statement relating to these securities has been
filed with the Securities and Exchange Commission and was declared
effective on September 30, 2005. A prospectus supplement relating to
these securities has also been filed with the Commission. 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.
    Copies of the prospectus supplement and accompanying base
prospectus relating to the offering may be obtained from Credit Suisse
First Boston LLC, 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, 914-933-6088
             Executive Vice President and Chief Financial Officer
             pmalvasio@navg.com
             www.navg.com