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