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): November 13, 2008
                                                           -------------

                          JACOBS FINANCIAL GROUP, INC.
                         ------------------------------
             (Exact name of Registrant as specified in its charter)

                                    Delaware
                                ----------------
                 (State or Other Jurisdiction of Incorporation)

        0-21210                                   84-0922335
  ----------------------              -------------------------------------
 (Commission File Number)            (I.R.S. Employer Identification Number)

         300 Summers Street, Suite 970, Charleston, West Virginia 25301
                  -------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (304) 343-8171
                               -----------------
              (Registrant's Telephone Number, Including Area Code)


            -------------------------------------------------------
              (Former name, former address and former fiscal year,
                         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))




SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On November 13, 2008,  the Registrant and National  Indemnity  Company  ("NICO")
completed  execution of Amendment No. 1 (the  "Amendment") to the Stock Purchase
Agreement  dated  August  20,  2008  (the  "Purchase   Agreement")  whereby  the
Registrant  will  acquire  Unione  Italiana   Reinsurance  Company  of  America,
Inc.("Unione") from NICO for a purchase price of $2,750,000 plus an amount equal
to Unione's  Policyholders' Surplus. The Amendment clarifies certain definitions
and   calculation  of  the  purchase  price  including  (i)  any  Provision  for
Reinsurance  shall  be  disregarded  when  calculating  Unione's  Policyholders'
Surplus,  and (ii) Policyholders'  Surplus shall not be less than $20 million as
of the closing date. The Amendment also extends until December 31, 2008 the date
by which the Registrant must satisfy the financing condition prior to closing.

Unione is a New York  domiciled  insurer  licensed  in 24 states and has license
applications  pending  with the  Commonwealth  of  Kentucky  and with the United
States Treasury. The Purchase Agreement and the Amendment require the consent of
the New York  Insurance  Department.  The  Reinsurance  Agreement  must  also be
approved by the Nebraska Insurance Department.

A copy of the  Amendment  is  included  in this  Current  Report  on Form 8-K as
Exhibit 99.1.


SECTION 9. FINANCIAL STATEMENTS & EXHIBITS

      (d)   Exhibits

            99.1 Amendment No. 1 to Stock Purchase Agreement


                                   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.

                                Jacobs Financial Group, Inc.
                                ----------------------------
                                        (Registrant)


                                /s/ John M. Jacobs
                                -----------------------------
Date: November 20, 2008         John M. Jacobs
                                President

EX-99.1