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                          [BRYAN CAVE LLP LETTERHEAD]

August 1, 2005

Mr. Oscar Young
Ms. Keira Ino
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

         RE:    JAMES RIVER GROUP, INC.
                FORM S-1 REGISTRATION STATEMENT
                FILE NO. 333-124605

Dear Mr. Young and Ms. Ino:

This letter sets forth the draft responses of James River Group, Inc. (the
"Company") to comments provided during our telephone conversation with Mr. Young
on July 29, 2005 with respect to the above-referenced Registration Statement on
Form S-1 (the "Form S-1"). Draft responses to each comment are set forth below.
Page references are to Pre-effective Amendment No. 3 to the Form S-1.

     1.  Reserve for losses and loss adjustment expenses - sensitivity, page 32

         The Company proposes the revisions to page 32 attached to this letter.

     2.  Reserve for losses and loss adjustment expenses - best estimate,
         page 31

         The Company proposes the revisions to page 31 attached to this letter.

     3.  Application of FASB Statement 123(R), page 60

         Paragraph 181 of FASB Statement No.123 states that "The Board decided
         that the most straightforward approach would be to determine public or
         non public status based on an entity's characteristics at the date an
         award is granted". Further, Appendix E to FASB Statement No. 123
         defines a nonpublic entity as "Any entity other than one (a) whose
         equity securities trade in a public market either on a stock exchange
         (domestic or foreign) or in the over-the-counter market, including
         securities quoted only locally or regionally, (b) that makes a filing
         with a regulatory agency in preparation for the sale of any class of
         equity securities in a public market, or (c) that is controlled by an
         entity covered by (a) or (b)."

         Based on this guidance, and after consultation with Ernst & Young LLP,
         the Company has concluded that it should apply FASB Statement 123 (R)
         rules for non public companies to

Mr. Oscar Young
Ms. Keira Ino
August 1, 2005
Page 2

         awards granted while it was a non public company, and that it should
         apply FASB Statement 123 (R) rules for public companies to awards
         granted while it was a public company. Based on part (b) of the
         definition of a non public company in FASB Statement No. 123, the
         Company ceased being a non public entity on May 3, 2005 when it made a
         filing with a regulatory agency in preparation for the sale of the
         Company's equity securities in the public market.

         The accounting treatment to be applied to awards granted while the
         Company was a non public company is disclosed in paragraph 3 under
         "Recent Accounting Pronouncements" on pages F-11 and F-37. The
         accounting treatment to be applied to awards granted while the Company
         was a public company is disclosed in paragraph 4 under "Recent
         Accounting Pronouncements" on pages F-11 and F-37.

     4.  Fair value of stock options, pages F-23 and F-24

         The table below summarizes the Company's history of option grants by
         date and by quarter from inception. These amounts do not give effect to
         the ten-for-one stock split the Company intends to effect prior to
         completion of the offering.

         The Company's estimation of the fair value of its common stock from
         inception has been driven principally by (1) equity offerings in which
         independent parties have participated and (2) the Company's operating
         results. The Company consistently estimated the fair value of its
         common stock at $100 per share for the period from inception through
         April 19, 2004 based on private equity offerings during the same
         period, as described on pages F-20 and F-21. These offerings involved
         the participation of the persons described under "Certain Relationships
         and Related Transactions", as well as independent third parties.

         The Company increased the estimated fair value of its common stock to
         $125 per share in November 2004. The $125 per share price was estimated
         based on the application of valuation metrics for publicly traded
         commercial lines insurers published in the October 2004 edition of
         Monthly Deductible by Keefe, Bryette & Woods, Inc. in which the $125
         per share estimated fair value was approximately equal to the median of
         the implied fair values per share. This increase was further supported
         by discussions with third party investors regarding a potential equity
         transaction. From those discussions, the Company believes the
         transaction could have been completed at a $125 per share price on
         terms similar to prior equity offerings by the Company. Though the
         transaction was not completed because circumstances changed the
         Company's need for the capital, the $125 per share estimated fair value
         was deemed the appropriate fair value for option grants during that
         quarter.

Mr. Oscar Young
Ms. Keira Ino
August 1, 2005
Page 3

         Based on the above, the Company believes that the estimated fair values
         used at each option grant date represent the best estimate of the
         Company's value as of each respective grant date. The estimated fair
         value of the common stock used for all option grants other than the
         fourth quarter 2004 option grants corresponds to an actual offering
         price of shares issued near the grant date. Though the Company believes
         that the estimated fair value used for the fourth quarter 2004 option
         grants is appropriate, the application of the initial public offering
         price of its common stock (expected to be between $160 and $180 per
         share on a pre-split basis) to the fourth quarter 2004 option grants
         would be immaterial to earnings and stockholders' equity.

         The Company attributes the increase in the value of its common stock
         during 2005 to the increase in profitable operations during 2005,
         specifically, the Company's reported $9.2 million of net income for the
         six months ended June 30, 2005 which is a significant improvement over
         the $8.8 million of net income for the year ended December 31, 2004 and
         the $5.2 million loss for 2003.

-------------- ------------- ----------- ------------ ----------- ------------
                                                                    Per Share
                                 Option                Net Income/   Price of
                                Exercise   Options     (Loss) (in    Equity
Quarter Ended   Option Grant     Price     Granted        000's)     Raised
-------------- ------------- ----------- ------------ ----------- ------------
12/31/02           None          None           None       $(278)    None
-------------- ------------- ----------- ------------ ----------- ------------
3/31/03            None          None           None     $(1,158)    $100 (1)
-------------- ------------- ----------- ------------ ----------- ------------
6/30/03          5/15/03         $100        110,443     $(1,246)    $100 (2)
-------------- ------------- ----------- ------------ ----------- ------------
9/30/03           9/4/03         $100         17,302     $(1,541)    None
-------------- ------------- ----------- ------------ ----------- ------------
12/31/03           None          None           None     $(1,243)    $100 (3)
-------------- ------------- ----------- ------------ ----------- ------------
3/31/04          3/25/04         $100         29,685         $581    None
-------------- ------------- ----------- ------------ ----------- ------------
6/30/04          4/19/04         $100          8,850       $1,947    $100 (4)
-------------- ------------- ----------- ------------ ----------- ------------
9/30/04            None          None           None       $2,968    None
-------------- ------------- ----------- ------------ ----------- ------------
12/31/04         11/15/04        $125          3,936       $3,259    None
                 12/17/04        $125            711
-------------- ------------- ----------- ------------ ----------- ------------
3/31/05            None          None           None       $4,606    None
-------------- ------------- ----------- ------------ ----------- ------------
6/30/05            None          None           None       $4,587    None
-------------- ------------- ----------- ------------ ----------- ------------

         (1) January 2003 offering of Series A Convertible Preferred Stock to 44
         shareholders, 25 of which represent independent third parties, 12 of
         which represent directors, executive officers or affiliates and seven
         of which represent other employees.

Mr. Oscar Young
Ms. Keira Ino
August 1, 2005
Page 4

         (2) June 2003 offering of Series B Convertible Preferred Stock to 37
         shareholders, 15 of which represent independent third parties, 17 of
         which represent directors, executive officers or affiliates and 5 of
         which represent other employees.

         (3) October 2003 offering Series B Convertible Preferred Stock to 45
         shareholders, 22 of which represent independent third parties, 14 of
         which represent directors, executive officers or affiliates and nine of
         which represent other employees.

         (4) May 2004 offering of Series B Convertible Preferred Stock to two
         shareholders, one of which represents an independent third party and
         one of which represents an executive officer.

                                *  *  *  *  *

If you have any questions or comments concerning the above, or if you require
additional information, please do not hesitate to contact me at (202) 508-6082.

                                        Sincerely,

                                        /s/ Heather R. Badami

                                        Heather R. Badami

cc:      Mary K. Fraser, Esq.
         James Atkinson
         J. Adam Abram
         Michael T. Oakes
         Kenneth L. Henderson, Esq.
         John M. Schwolsky, Esq.

     We issued 200,000 shares of Series B convertible preferred stock during
the fourth quarter of 2003, with proceeds, net of notes receivable from
employees and directors, of $19.7 million. This transaction was the primary
reason for the increase in stockholders' equity from September 30, 2003 to
December 31, 2003.

CRITICAL ACCOUNTING POLICIES

     We have identified the accounting policies below as critical to the
understanding of our results of operations and financial position. We use
significant judgments and estimates concerning future results and developments
in applying these accounting policies and in preparing our financial
statements. Actual results may differ from these estimates. We evaluate our
estimates on a continual basis using information that we believe to be
relevant. For a detailed discussion of our significant accounting policies, see
Note 1 to the 2004 audited consolidated financial statements included in this
prospectus.

     Reserve for Losses and Loss Adjustment Expenses

     The reserve for losses and loss adjustment expenses represents our
estimated ultimate cost of all reported and unreported losses and loss
adjustment expenses incurred and unpaid at the balance sheet date. We do not
discount the reserve for losses and loss adjustment expenses. We estimate the
reserve for losses and loss adjustment expenses using individual case-basis
valuations of reported claims. We also use statistical analyses to estimate the
cost of losses that have been incurred but not reported to us. Those estimates
are based on historical information and on estimates of future trends that may
affect the frequency of claims and changes in the average cost of claims that
may arise in the future. As a relatively new company, our historical loss
experience is limited. We utilize two primary actuarial methods to arrive at
our loss reserve estimates for each line of business. One of the primary
methods, the incurred Bornhuetter-Ferguson method, utilizes our initial
expected loss ratio (the ratio of losses and loss adjustment expenses incurred
to net earned premiums), expected reporting patterns for losses based on
industry data and our actual reported losses and loss adjustment expenses to
estimate the reserve. The other primary method, the loss ratio method,
estimates the reserve by applying an expected loss ratio to net earned premiums
by line of business. We did not change our actuarial methods during the three
months ended March 31, 2005. We have generally selected the method that yields
the highest reserve for each line of business. At March 31, 2005, our aggregate
reserve is the sum of the selected estimates for each line of business. This
aggregate reserve reflects our best estimate. Since we have selected the higher
of the two methods at each financial statement date, the aggregate reserve
includes components calculated using the incurred Bornhuetter-Ferguson method
and components calculated using the loss ratio method. This combination of
methods varies by line of business and period. The primary factor contributing
to the difference between the methods is that the incurred Bornhuetter-Ferguson
method incorporates assumptions regarding industry reporting patterns for
losses and our reported loss and loss adjustment expenses which are not
reflected in the loss ratio method. This means that the incurred
Bornhuetter-Ferguson method is more sensitive to our level of reported losses
than the loss ratio method.

     The estimated net reserve at March 31, 2005 using the incurred
Bornhuetter-Ferguson method was $48.2 million, and the estimated net reserve at
March 31, 2005 using the loss ratio method was $55.6 million. Each of these
reserve estimates are individual point estimates and do not constitute an
actuarial range. Given that our insurance companies have limited historical
experience, that losses on our casualty business often take a number of years
to develop and that we write difficult classes of business which typically do
not meet the risk criteria of standard carriers, we believe that we do not have
sufficient evidence at this time to conclude that our ultimate loss ratios will
be significantly better than our expected loss ratios. In most instances we
record the reserve estimate derived using the loss ratio method as our best
reserve estimate because the expected loss ratio used in this method is derived
from our management's experience in the lines of business that we write and our
current underwriting criteria. We record the reserve estimate derived from the
incurred Bornhuetter-Ferguson method as our best estimate when the level of
actual reported losses provides evidence that the ultimate loss ratio will
exceed our expected loss ratio. We believe that generally selecting the higher
of our two primary methods by line of business as the basis for our best
reserve estimates at this early stage in our history is appropriate because
more evidence is needed before we can reasonably conclude that our loss ratios
will be significantly better

                                       31

than our expectations. In the future as more information becomes available to
us and we develop more experience in our casualty business, we may adjust or
change our actuarial methods. Such future methods may not necessarily result in
selecting the highest estimate of our actuarial methods.

     Reserve estimates derived using the incurred Bornhuetter-Ferguson method
are driven by our as