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
                                  July 26, 2004
                        (Date of earliest event reported)

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

           Delaware                                         63-1097283
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

         3760 River Run Drive                                  35243
         Birmingham, Alabama                                  (Zip Code)
(Address of principal executive offices)

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




Item 9.  Regulation FD Disclosure.

On July 26, 2004 the Registrant issued a press release announcing the exercise
of the over-allotment option to the initial public offering of Affirmative
Insurance Holdings, Inc. A copy of this press release is attached as Exhibit
99.1 and incorporated herein by reference.


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 July 26, 2004.

VESTA INSURANCE GROUP, INC.

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