SecProbe.io

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Mail Stop 6010

									December 16, 2005

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

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

Dear Mr. Lowe:

      We have reviewed your filing and have the following
comments.
Please note that we have included the financial statement comments
that we provided to you previously.  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.

Prospectus Summary

1. You state that your direct premiums written grew by "19.6%,
compounded annually..." over a 10 year period.  Please limit the
time
period included in your comparison to four years, which is the
number
of years included in your selected financial data.  "Direct
premiums
written" is not currently a line item in any of your financial
statements, so readers will not be able to compare this data from
year to year.  If you wish to discuss this information, you must
provide this information on an annual basis.  In addition, there
have
been significant fluctuations from year to year in the net
premiums
you have earned which are obscured by your presentation of a
compounded figure.  If you wish to compare direct premiums
written,
you must do so on a year to year basis and provide the same
information for the net premiums you earned for each year over the
same time period.

2. You provide information on the number of policyholders and
average
premium per policy as of a single point in time.  If you wish to
include this information, please provide the same data for each
period included in your discussion of net premiums earned.

3. It is unclear whether you are comparing the same things in your
"Underwriting Performance" table on page 2.  For example, the
figure
for the entire industry contained in the table includes state
funds.
It is unclear whether the information you include for your company
includes your participation in the relevant state funds.  If not,
the
comparison would not appear to be appropriate.  It is also unclear
whether information about you is included in the line for the
total
industry.   Similarly, it is not a balanced presentation to
discuss a
weighted average over a 10 year period when the actual differences
ranged from less than 2% to nearly 100%.  If you wish to include
this
table, you need to provide all of the information necessary to
understand the significance of the contents, including the
similarities and dissimilarities between your company and the
other
companies used in the comparison and the reasons for the unusual
extremes reflected in the table.

4. You say that you had net income in eight out of the last 10
years
and that your aggregate net income was $31.9 million.  It is
unclear
what significance this number is to an investor.  Please discuss
your
net income on a year by year basis covering only the years
included
in your financial statements.  Also, a discussion of aggregate net
income obscures the fact that your net income has actually
fluctuated
greatly during each of the four years included in the selected
financial data, including a very large loss in 2001.

5. You indicate that a net accident year net loss ratio is used to
analyze the adequacy of an insurer`s rates, but you have not
explained what the resulting percentage signifies.  If you wish to
include this information, you should explain how it is used.  That
is, what is the significance of your 71.2% in 2004 compared to the
75.8% attributed to the industry as a whole.  We think that if you
include this information you should also disclose the expense and
combined ratios for the same periods to provide a balanced picture
of
your operating results.

6. It is unclear what you mean when you say that in 2004 you were,
"in those states on an aggregate basis," the 12th largest workers`
compensation insurer as measured by direct premiums written.
Which
states are you referring to?  How have you computed the
"aggregate"
figure?  What is the significance of this claim?  If you wish to
include this information you must show how the information is
computed and explain how an investor should use it.  If you
continue
to include this information, also explain the significance of
being
"one of only two insurers among the 15 largest workers
compensation
insurance carriers."

7. Please revise the entire summary so that it presents a balanced
and accurate picture of your company and its relationship to the
industry you operate in.

8. Please relocate the discussion of your "Challenges" so that it
directly follows the discussion of your "Strengths."  Also, revise
the discussion of your challenges to include the same level of
detail
as your discussion of your strengths.  For example, the discussion
of
your strengths contains a good deal of quantification and
specificity, but the discussion of challenges is vague and generic
and does not include any quantified disclosure.

9. Please expand the discussion of your strategy to identify, with
the same level of detail, the factors that may prevent you from
implementing your strategy.

10. Please provide us with factual support for your claim that
most
of the companies requiring that their workers` compensation
insurance
carrier have a rating of at least "A-" from A.M. Best are larger
than
the companies in your target market and generally do not meet your
underwriting and pricing objectives.  In this regard, we also note
that you have not disclosed what size companies are included in
your
target market nor have you identified what your underwriting and
pricing objectives are.  In the alternative, please delete the
claim.
As currently written, your disclosure appears to suggest that
there
are no negative effects from not having an AM Best rating.

11. Please refer to your discussion of the Stand & Poor`s and
Fitch
Ratings on page 2.  On Standard and Poor`s website, a rating of
"BB"
is identified as a "marginal" rating.  It indicates that a company
has obligations having "significant speculative characteristics."
It
goes on to say that "while such obligations will likely have some
quality and protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse conditions."  It
says further that "an obligation rated `BB` is less vulnerable to
nonpayment than other speculative issues.  However, it faces major
ongoing uncertainties or exposure to adverse business, financial,
or
economic conditions which could lead to the obligor`s inadequate
capacity to meet its financial commitment on the obligation."
Your
description of your business paints a significantly brighter
picture
of your operations than do the ratings conferred by Standard &
Poor`s
and Fitch.  Your discussion of the significance of the ratings
also
does not reflect the marginal nature of the rating.  Please revise
your discussion of these ratings to provide a more balanced
presentation of what they mean.  In addition, reconcile your
description of your business with the description of your business
reflected in these ratings.  The discussion should briefly
identify
the large uncertainties or major exposures to adverse conditions
that
are reflected in the ratings of your companies.  More detailed
disclosure should be provided in the Management`s Discussion and
Analysis and Business sections.  We may have additional comments
after reviewing your response.

12. Please refer to comment 7 in our previous letter.  The
supplemental material we requested was not included in the
materials
provided to the staff or included in the correspondence filed on
EDGAR.  Please provide it with your next amendment.

13. We have considered your response to comment 10, but the
information you provided in response does not adequately describe
the
significance of this information as an individual item or in the
larger picture.  Please explain more specifically how the accident
year net loss ratio is used to analyze the adequacy of an
insurer`s
rates.  At what value or values would the ratio indicate that the
rates were adequate?  In addition, when you discuss this ratio,
you
should also discuss your expense and combined ratios so that
investors have a balanced presentation.

Risk Factors - page 10

14. Please update the information in your risk factors to at least
September 30, 2005.

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

15. Your discussion of the sums owed to you by Continental
Casualty
is confusing.  You say that you are owed $42.1 million.  However,
you
go on to say that the "current" recoverable is only $0.9 million
and
that you had received all but $21,000 as of September 30th.  If
you
are owed $42.1 million, why is only $0.9 million of that currently
due?  You need to provide appropriate information about the nature
and timing of this and other reinsurance recoverables.  Discuss
the
role the reinsurance recoverables play in your low Standard and
Poor`s and Fitch ratings.  You should identify those ratings as
one
of the adverse consequences of that risk.  You should also discuss
the adverse impact of the ratings on your past, present and future
business prospects.

16. Revise the risk factor to explain the significance of the fact
that your reinsurance recoverables represent 159% of your total
stockholder equity and that the recoverables from Continental
Casualty represent 61.2%, as well as any impact that the proceeds
from this offering will have on those figures.

17. Briefly explain why your recoverables from Security Insurance
remain unpaid, and the specific adverse consequences to your
company
flowing from this.

18. It is clear from the risk factor that you have a problem
collecting on your reinsurance receivables, but it is not clear
exactly what the problem is, what caused it and what steps you are
taking to fix the problem.  It is also not clear how you have
been,
currently are, and are likely to be affected by this situation in
the
future.  Your revised risk factor should include this information.

We operate in a highly competitive industry and may lack the
financial resources to compete effectively. - page 11

19. While the subheading indicates that you "may lack the
financial
resources" to compete effectively, this is not addressed in the
body
of the risk factor.  Please revise it accordingly, quantifying the
disclosure to the extent practicable.  You need to provide an
adequate factual context for evaluating the risk.

20. Please include a quantified discussion of your size in
comparison
to Summit/Bridgefield, CCI Insurance Group and your other
significant
competitors.

21. You say that "in some cases" your competitors offer lower
priced
products than you do.  You need to discuss this factor in greater
detail.  Also, we note that the Florida Office of Insurance
Regulation has not only denied your request for an increase in
rates,
but has ordered you to decrease them.  The potential adverse
impact
of this decision should also be addressed in this risk factor.

Insurance ratings may become important to our agents and
policyholders and an adverse rating could negatively impact our
competitive position. - page 12

22. A discussion of the impact of ratings on your business is
incomplete without an explanation of the reasons for your decision
not to seek them.  Please revise the risk factor and the more
detailed discussion in the business section accordingly.

23. Please also revise the risk factor to address the comments
relating to ratings presented under "Summary" above.

24. You say that insurance ratings may become "an increasingly
important factor" in establishing our competitive position.
Please
expand the discussion to explain the impact they have had in the
past
and the impact they may have in the future.  It is unclear why
they
have not had an impact on you in the past, as they have had an
impact
on other companies in your industry.  You need to explain why you
have been affected differently than your competitors.

Our geographic concentration ties our performance to business,
economic and regulatory conditions in certain states. - page 13

25. To the extent practicable, please expand your discussion to
quantify the impact the rate reductions in Florida are likely to
have
on your operations and finances.  Also disclose any adverse
impacts
you have experienced to date as the results of "severe natural
perils" in Florida.  If you have experienced adverse consequences
from these events elsewhere, you should discuss them as well.

We may require additional capital in the future, which may not be
available or may be availe only on unfavorable terms. - page 14

26. We have considered your response to comment 17, and we hereby
reissue it.  You need to disclose how long you expect your current
resources and the proceeds from this offering to last.  In
addition,
you need to quantify the disclosure in this risk factor.  As
currently written it could apply to any company in any industry.
It
should be revised to discuss your specific situation and needs.

The insurance business is subject to extensive regulation that
limits
the way we can operate our business - page 14

27. Please refer to your response to comment 19 in our previous
letter.  Please revise the risk factor to include this
information.

As we only offer workers` compensation insurance, negative
developments in this industry would adversely affect our business.
-
page 17

28. You say that a significant decrease in pricing due to
increased
competition or regulatory action, etc. could negatively impact
your
business.  Since you indicated in a previous risk factor that your
prices were higher than those of a number of your competitors and
that your Florida regulator has decreased the rates you can
charge,
we think you need to discuss this in greater detail.  The
disclosure
should also be quantified to the extent practicable.

29. In this risk factor you indicate, for the first time, that 40%
of
your business has historically come from underwriting workers`
compensation for the construction industry.  Please expand the
risk
factor to discuss how the construction industry workers
compensation
environment differs from that of other industries.  Also disclose
any
other industry concentrations you may have.

We have reduced our use of excess of loss reinsurance.  The
greater
risk we have retained could result in losses. - page 17

30. Please quantify the changes in your costs and losses resulting
from this change.   Potential investors need an actual factual
context for evaluating this risk.

31. Please disclose whether this change is one of the factors
considered by Standard & Poor`s and Fitch in issuing your "BB"
rating.

Recent investigations into insurance and reinsurance practices
could
cause volatility in our stock and adversely affect our business. -
page 19

32. Please refer to comment 22 in our last letter.  Your response
does not address the comment we raised so we hereby reissue it.
To
the extent that you engage in any of the practices identif