SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010
								December 14, 2005

Ms. Karen M. Spaun
Senior Vice President and Chief Financial Officer
Meadowbrook Insurance Group, Inc.
26255 American Drive
Southfield, Michigan 48034-6112

Re:	Meadowbrook Insurance Group, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Form 10-Q for the nine month period ended September 30, 2005
	File No. 0-17254

Dear Ms. Spaun:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  In our comments, we ask you to
provide us with more information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

2004 Form 10-K, filed March 16, 2005

Item 1:  Business

Company Segments

Specialty Risk Management Operations

Risk-Sharing Programs, page 6
1. Given the provisions of your captive and rent-a-captive risk
sharing structures, please provide to us your analysis as to
whether
these entities are considered variable interest entities under the
provisions of FIN 46(R) and who, if anyone, would be considered
the
primary beneficiary.  Please be as detailed as possible and
include
appropriate references to the authoritative literature (e.g. FIN
46(R)).

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Estimates

Losses and Loss Adjustment Expenses, page 24
`2. Because IBNR reserve estimates are more imprecise, please
provide
us in disclosure-type format the amount of IBNR separately from
case
reserves for each line of business.
3. We noted that you establish a liability for losses and LAE
based
upon estimates received from ceding re-insurers on assumed
business.
Please provide to use, in disclosure type format, a discussion of
the
higher degree of uncertainty related to this estimate of assumed
loss
reserves as compared to direct loss reserves.  Please include the
risks associated with making estimates, and the effects and
expected
effects of the uncertainty on financial position and results of
operations.   Also in this disclosure, please consider disclosing
the
following:
a. The dollar amount of reserves recorded based on information
received from the cedants and the nature and extent of the
information received from the cedants related to policies, claims,
unearned premiums and loss reserves;
b. The time lag from when claims are reported to the cedant to
when
the cedant reports them to you and whether, how and to what extent
this time lag effects your loss reserve estimate;
c. The amount of any backlog related to the processing of assumed
reinsurance information, whether the backlog has been reserved for
in
the financial statements and, if applicable, when the backlog will
be
resolved;
d. What process management performs to determine the accuracy and
completeness of the information received from the cedants;
e. How management resolves disputes with cedants and how often
disputes occur;
f. How management uses the information received from the cedants
in
its determination of its assumed loss reserves, and whether
reinsurance intermediaries are used to transact and service
reinsurance policies and how that impacts your loss reserving
methodology, and
g. Whether management uses historical loss information to validate
its existing reserves and/or as a means of noticing unusual trends
in
the information received from the cedants.

Revenue Recognition, page 26
4. We believe your disclosure regarding the estimate of assumed
premium on your reinsurance business could be improved to better
explain the judgments and uncertainties surrounding this estimate
and
the potential impact on your financial statements.  Accordingly,
please provide to us, in disclosure type format, the following
information.
a. Please disclose the assumed premium estimate for each line of
business, including the amount of any estimate for commissions and
related expenses and the amount included in premium receivable
related to the estimate.
b. Discuss the key assumptions used to arrive at management`s best
estimate of the assumed premium estimate and what specific factors
led management to believe this amount is the most realistic.
c. Disclose if any provision for doubtful accounts is recorded
related to the assumed premium estimate, and if not, why
management
believes all amounts recorded will be collectible.

Financial Statements

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation, page 62
5. We note that, effective January 1, 2004, you deconsolidated
your
wholly owned subsidiary, American Indemnity Insurance Company,
Ltd.,
due to the adoption of FIN 46(R).  Please provide to us your
analysis
of the provisions of FIN 46(R) which led to the deconsolidation,
including support for management`s determination that neither you
nor
Star is the primary beneficiary within this arrangement.

September 30, 2005 Form 10-Q, filed November 7, 2005

Item 1 Financial Statements

Notes to Consolidated Financial Statements

Note 8 - Subsequent Event, page 21
6. Please tell us the purchase price of the Florida-based
insurance
agency you purchased on November 1, 2005.  Additionally, please
tell
us why an Item 2.01 Form 8-K was not filed in connection with this
acquisition.
   	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provide the requested
information.  Detailed letters greatly facilitate our review.
Please
file your letter on EDGAR under the form type label CORRESP.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please contact Kevin Woody, Branch
Chief, at (202) 551-3629.  In this regard, do not hesitate to
contact
me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant
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Ms. Karen M. Spaun
Meadowbrook Insurance Group, Inc.
December 914, 2005
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