SecProbe.io

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Mail Stop 6010

									October 18, 2005

Fred R. Lowe, President
Amcomp Incorporated
701 U.S. Highway One
North Palm Beach, Florida  33408

Re:  	Amcomp Incorporated
Form S-1 Registration Statement
	File No. 333-128272

Dear Mr. Lowe:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Comments applicable to the entire filing

1. We note that your filing contains numerous omissions throughout
the prospectus which relate to the offering price range or the
number
of shares you will sell.  These omissions include but are not
limited
to:

* Summary Financial Data
* Use Of Proceeds
* Capitalization
* Dilution
* The Option Grants Table
* Shares Eligible For Future Sale
* The Principal Stockholders Table
* Description of Capital Stock

 Rule 430A requires you to include this information in your filing
based upon an estimate of the offering price within a bona fide
range
you disclose on the cover page and based upon an estimate of the
number of shares you will sell.  We consider a bona fide range to
be
$2 if the price is under $20 and 10% if it is above $20.  You
should
include the required information in an amendment prior to
circulating
a "red herring" prospectus.

2. Provide us with copies of all the graphic, photographic or
artistic materials you intend to include in the prospectus prior
to
its printing and use.  Please note that we may have comments.
Please
also note that all textual information in the graphic material
should
be brief and comply with the plain English guidelines regarding
jargon and technical language.

3. We note that you have not yet filed most of the exhibits to the
registration statement.  Please file them with your first
amendment.
If you intend to request confidential treatment for any of the
information included in the exhibits you should file the request
as
soon as possible.  Please note that we will not issue comments on
a
request for confidential treatment unless the exhibits related to
the
filing have been publicly filed.  If you submit a confidentiality
request, we will not be in a position to accelerate effectiveness
until all issues relating to the request have been resolved.

4. We note the name AMCOMP is also used by the American Society of
Worker`s Compensation Professionals.  Please revise your document
to
explain that you are not affiliated with this organization.

Cover page

5. Please revise the Registration fee table to identify the shares
to
be sold by the company and the shares to be sold by the selling
shareholders separately.

Summary

6. The disclosure in this section is very unbalanced and does not
present an accurate picture of your company and your operations.
For
example,

* Balance your disclosure related to gross premiums growth by also
discussing net income.  It is not appropriate to discuss revenues
without also discussing net income.

* Include a discussion of your S&P rating and explain that BB is
the
5th of 8 ratings and is intended to indicate companies that have
marginal financial security characteristics and adverse business
conditions could lead to an insufficient ability to meet financial
commitments.

* Discuss the negative effects of not having an AM Best rating,
including a discussion that some companies have policies requiring
that their insurance provider have a specific minimum AM Best
rating.

* Balance the discussion titled "Competitive Strengths" with a
discussion of your weaknesses.  This discussion should be as a
prominent as the discussion of your strengths.

7. You have cited some industry statistics prepared by AM Best.
Please provide the reports on which these statements are based.
These reports should be marked to indicate the supporting
information.

8. We note your statement that your case load is significantly
lower
than that at many of your competitors.  Please tell us the basis
for
your belief.

9. Provide support for your statement that your weighted average
accident year net loss ratio over the last ten years is 19.1
percentage points lower than the workers` compensation insurance
industry`s for the same period.

10. Please revise to explain the term "accident year net loss."
The
discussion should explain the importance of this statistic in
addition to how it is calculated.  Similary revise the related
discussion in the "Business" section.

Summary Historical Consolidated Financial Data, page 7

11. Your current presentation that includes labeling each column
as
unaudited creates the impression that the columns not marked as
such
have been audited.  Please clarify for us whether the auditors
performed an audit in compliance with SAS 42 of this information
or
revise the presentation accordingly

Risk Factors, page 10

12. We note that you reduced your excess of loss reinsurance and
now
maintain a greater amount of the risk of loss.  Please revise to
include a separate risk factor disclosing this change and the
potential consequences.

We may not be able to collect on our reinsurance receivables,
which
would adversely affect out financial condition, page 10

13. Please identify the reinsurance company that owes you $42.1
million and if any of these amounts are still outstanding,
disclose
when the receivable was due.  Also disclose this in the discussion
of
Reinsurance on page 51.

14. We note that you have also made a claim for reinsurance for
$1.9
million that is currently past due.  Please identify the
reinsurance
company that is responsible for this amount.

Insurance ratings may become important to our agents..., page 12

15. Revise to clarify that there are companies that will not
purchase
policies from insurance companies that are not rated by AM Best
and
do not maintain a minimum AM Best rating.  Explain how this may
have
resulted in a slower growth rate than if you had favorable AM Best
rating.

16. Revise to explain that the Standard & Poor`s rating is the 5th
of
8 ratings and is intended to indicate companies that have marginal
financial security characteristics and adverse business conditions
could lead to an insufficient ability to meet financial
commitments.

We may require additional capital in the future, which may not be
available or may be available only on unfavorable terms, page 13

17. Please revise to disclose how long you expect your current
resources and the proceeds from the offering to last.

The insurance business is subject to extensive regulation that
limits
the way we can operate our business, page 13

18. Please revise the discussion of the submission of a risk based
capital plan and the Florida OIR`s examination of your assets,
liabilities and operations to include all information that is
relevant to this risk, rather than providing a cross reference to
Management`s Discussion and Analysis of Financial Condition and
Results of Operations.  What were the Florida OIR`s conclusions
based
on the examination of your assets, liabilities and operations?  It
may be necessary to include this discussion as a separate risk
factor
discussion.

19. Why has the Illinois insurance regulatory agency limited your
operations by imposing this maximum on the annual premiums you can
write?  What is involved in obtaining an increase?

As we only offer workers` compensation insurance, negative
developments in this industry would adversely affect our business,
page 16

20. Please revise the risk factor discussion to provide examples
of
the types of negative developments that might affect your
business.
Additionally, you should also discuss the risks related to your
geographic concentration and the concentration of policies held by
contracting companies.

Litigation and legal proceedings against our reinsurance
subsidiaries
could have an adverse effect on our business, results of
operations
and/or financial condition, page 17

21. For any material lawsuits, please disclose the nature and
amount
of claims.

Recent investigations into insurance brokerage and reinsurance
practices could cause volatility in our stock and adversely affect
our business, page 18

22. To the extent that you engage in any of the practices
identified
as the subject of various investigations, setting fees paid to
brokers based on the volume of business placed by the broker,
contingent fees to brokers, etc., please disclose this information
in
the risk factor discussion.

23. Explain how you could suffer increased credit risk if any of
your
agents suffer financial difficulties as a result of these
investigations or proceedings.

You will experience immediate and substantial dilution as a result
of
this offering and may experience additional dilution in the
future,
page 20

24. Please revise to compare the book value per share after the
offering to the price per share.

We will be exposed to risks relating to evaluations of our
internal
controls over financial reporting required by Section 404 of the
Sarbanes-Oxley Act of 2002, page 22

25. Please revise to identify the material weaknesses that were
identified.

Forward Looking Statements and Associated Risks, page 23

26. Please delete the last paragraph on page 24.  It is not
appropriate to disclaim liability for any statements in your
registration statement.

Dilution, page 28

27. Please revise your presentation to reconcile from actual net
tangible book value instead of "Pro forma as adjusted net tangible
book value after this offering."

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 32

Critical Accounting Policies, page 33

Loss and Loss Adjustment Expenses, page 33

28. We believe your disclosure in Management`s Discussion and
Analysis regarding the reserve for loss and loss adjustment
expenses
could be improved to better explain the judgments and
uncertainties
surrounding this estimate and the potential impact on your
financial
statements.  We believe that disclosures explaining the likelihood
that materially different amounts would be reported under
different
conditions or using different assumptions is consistent with the
objective of Management`s Discussion and Analysis.  Accordingly,
please revise MD&A to include the following information:

a) Because IBNR reserve estimates are more imprecise, please
disclose
the amount of IBNR separately from case reserves.
b) Please revise your discussion of the multiple methods employed
by
your actuary to include the high and the low estimate generated
amongst the nine methods.

Results of Operations, page 41

29. We note that the increases in gross premiums written from
period
to period were the result of increases in policy volume and
underwriting new business.  It is not clear if these two phrases
mean
the same thing.  Please explain.  To the extent that the increases
are due to an increase in policies in effect, please quantify the
increase in the number of policies.

Investments, page 52

30. Your disclosure on page 43 under the heading "Net realized
investment gain (loss)" states that you chose to realize some
gains
in that period.  We further note that the gain realized based on
that
decision had a significant impact on the amount of net income
reported in that period.  Please expand this discussion to include
more detail related to the decision to sell securities and to
disclose what management`s investment strategy is when certain
economic conditions persist, i.e. low interest-rate environment or
vice-versa, and the impact this will have on the investment
portfolio.  Please include in this discussion the impact that
these
economic conditions may have on the results of operations, i.e.
realized gains or losses and investment income, and liquidity,
i.e.
investment turnover and yields.  Also include the specific factors
that caused management to make this decision in the period that it
did.

Contractual Obligations and Commitments, page 54

31. It does not appear that you included the interest payments
associated with the "Long-Term Debt Obligations" in this table.
Please revise your presentation to include these amounts.

Business, page 58

Loss and Loss Adjustment Expense Reserves, page 71

32. Based on the information in your table on page 73 that
reconciles
the changes in your reserves, it appears that management
significantly revised its estimate of loss reserves recorded in
prior
years.  Please revise Management`s Discussion and Analysis to more
fully explain the reason for this change in estimate.  Include the
following disclosures:

a) Identify the years to which the change in estimate relates and
disclose the amount of the related loss reserve as of the
beginning
of the year that was re-estimated.  Discuss and quantify
offsetting
changes in estimates that increase and decrease the loss reserve.
b) Identify the changes in the key assumptions made to estimate
the
reserve since the last reporting date.
c) Identify the nature and timing of the change in estimate,
explicitly identifying and describing in reasonable specificity
the
new events that occurred or additional information acquired since
the
last reporting date that led to the change in estimate.
d) Ensure the disclosure clearly explains why recognition occurred
in
the periods that it did and why recognition was not required in
earlier periods.
e) Disclose any trends such as, the number of claims incurred,
average settlement amounts, number of claims outstanding at period
ends along with average per claim outstanding, and any other
trends,
necessary to understand the change in estimate. Please explain the
rationale for a change in estimate that does not correlate with
trends.

33. We note that you make several revisions to the information in
this table from what you present in your financial statements
including the losses related to the write-off of the recoverable
from
Reliance and Legion Insurance Companies as well as the impact of
the
second injury funds.  Please explain to us why you feel that this
presentation is appropriate given that it does not reflect all of
the
activity within your reserves for the periods presented.

34. Please revise the ten year development table to present it on
a
gross basis, or if you choose to continue to present the
information
on a net basis, revise it to include the following additional data
for each year in the ten-year table:
* A reconciliation of the net end of period liability with the
related gross liability;
* The gross re-estimated liability as of the end of the latest re-
estimation period with separate disclosure of the related re-
estimated reinsurance recoverable; and
* The gross cumulative redundancy or deficiency.

35. In addition, it does not appear that the amounts disclosed in
this table agree with the amounts presented in the table on page
73
or in the financial statements.  Please resolve or disclose the
reason for these differences.

Competition, page 80

36. Please revise the description of your S&P rating to also state
that the rating "BB" is given to companies that have marginal
financial security characteristics.

Management, page 87

37. Please revise the discussion of Kumar Gursahaney`s prior