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): February 23, 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 2.02  Results of Operations and Financial Condition
Item 7.01  Regulation FD Disclosure

     The following  information  is furnished  pursuant to Item 2.02 "Results of
Operations and Financial  Condition" and Item 7.01  "Regulation FD  Disclosure".
This  information,  including the Exhibit attached  hereto,  shall not be deemed
filed for  purposes of Section 18 of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act"), or incorporated by reference into any filing under
the Securities Act of 1933, as amended,  or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

     On February 23, 2005, The  Navigators  Group,  Inc.  issued a press release
announcing its earnings for the fourth quarter and full year ending December 31,
2004. 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: February 23, 2005






INDEX TO EXHIBITS

Number   Description
------   -----------
 99.1    Fourth Quarter Earnings Release dated February 23, 2005.