SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Weiner Joel S

(Last)

(First)

(Middle)

120 BROADWAY, 31ST FLOOR

(Street)

NEW YORK

10271

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2009

3. Issuer Name and Ticker or Trading Symbol
Tower Group, Inc. [ TWGP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Actuary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock-par value @ $0.01 per share	27,987⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	04/01/2016	COMMON STOCK	69,795	$18.45	D
Employee Stock Option (right to buy)	⁽³⁾	03/22/2017	COMMON STOCK	34,730	$26.75	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/10/2018	COMMON STOCK	27,413	$18.67	D

Explanation of Responses:

1. Includes 12,853 shares of restricted stock issued pursuant to the CastlePoint Holdings, Ltd. 2006 Long-Term Compensation Plan that were assumed and converted into restricted shares of Tower Group, Inc. common stock pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 4, 2008, by and among Tower Group, Inc., Ocean I Corporation and CastlePoint Holdings, Ltd., which vest in three equal installments on April 5, 2010, June 5, 2011 and August 5, 2012.

2. The options were issued pursuant to the CastlePoint Holdings, Ltd. 2006 Long-Term Compensation Plan and were assumed and converted into options to acquire shares of Tower Group, Inc. common stock pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 4, 2008, by and among Tower Group, Inc., Ocean I Corporation and CastlePoint Holdings, Ltd., and are exercisable in three equal installments on June 1, 2007, August 1, 2008 and October 1, 2009.

3. The options were issued pursuant to the CastlePoint Holdings, Ltd. 2006 Long-Term Compensation Plan and were assumed and converted into options to acquire shares of Tower Group, Inc. common stock pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 4, 2008, by and among Tower Group, Inc., Ocean I Corporation and CastlePoint Holdings, Ltd., and are exercisable in three equal installments on May 22, 2008, July 22, 2009 and September 22, 2010.

4. The options were issued pursuant to the CastlePoint Holdings, Ltd. 2006 Long-Term Compensation Plan and were assumed and converted into options to acquire shares of Tower Group, Inc. common stock pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 4, 2008, by and among Tower Group, Inc., Ocean I Corporation and CastlePoint Holdings, Ltd., and are exercisable in three equal installments on May 9, 2009, July 9, 2010 and September 9, 2011.

	/s/ JOEL WEINER	02/11/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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