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 (Date of earliest event reported):     May 5, 2004

                              MERCHANTS GROUP, INC.


                         ------------------------------

             (Exact name of registrant as specified in its charter)

                                    Delaware


                        --------------------------------

                 (State or other jurisdiction of incorporation)

                   1-9640                             16-1280763


          ------------------------       -----------------------------------

          (Commission File Number)       (I.R.S. Employer Identification No.)

     250 Main Street, Buffalo, New York                  14202


          ------------------------       -----------------------------------

  (Address of principal executive offices)             (Zip Code)

  Registrant's telephone number, including area code:  (716) 849-3333






--------------------------------------------------------------------------------






                                TABLE OF CONTENTS



     Item 5.    Other Events.
     Item 12.   Financial Statements and Exhibits.

FORM 8-K
EXHIBIT INDEX
Exhibit 99 News Release































Item 5.   Other Events.

          On May 5, 2004, Merchants Group, Inc. issued a press release
announcing the declaration of regular quarterly cash dividend on its common
stock.


Item 12.  Financial Statements and Exhibits.

          The following exhibits are filed as a part of this report:


               Exhibit No.          Description
                   99               Press release dated May 5, 2004.


                                    SIGNATURES

          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.

                                    MERCHANTS GROUP, INC.



                                    By: /s/    Kenneth J. Wilson
                                    ------------------------------------

                                    Kenneth J. Wilson
                                    Chief Financial Officer
                                    Treasurer


                                    Dated: May 5, 2004










                                      -2-







                                  EXHIBIT INDEX


Exhibit No.


----------

99                         Press release dated May 5, 2004.


























                                      -3-