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
August 31, 2005

(Date of earliest event reported)

VESTA INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

63-1097283
(I.R.S. Employer
Identification No.)
  
3760 River Run Drive
Birmingham, Alabama

(Address of principal executive offices)
35243
(Zip Code)

(205) 970-7000
(Registrant’s telephone number, including area code)

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 1.02.    Termination of Material Definitive Agreement

     On August 31, 2005 the Registrant's Amended and Restated Credit Agreement dated as of September 30, 2004 by and between Vesta Insurance Group, Inc., as Borrower and First Commercial Bank as Lender was terminated. A copy of the Termination Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.


Item 9.01    Financial Statements and Exhibits.

                (c)    Attached hereto as Exhibit 10.1 is a copy of the Termination of Amended and Restated Credit Agreement.

                 10.1    Termination Agreement, dated August 31, 2005


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, thereto duly authorized.

Dated as of September 7, 2005.

VESTA INSURANCE GROUP, INC.


By:  /s/ Donald W. Thornton
        ——————————————
Its:   Senior Vice President —
        General Counsel and Secretary