SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

							August 26, 2005

Arthur L. Hunt
Executive Vice President and General Counsel
AMERISAFE, Inc.
2301 Highway 190 West
DeRidder Louisiana 70634

Re:	AMERISAFE, Inc.
	Registration Statement on Form S-1
	Filed August 3, 2005
      File Number 333-127133

Dear Mr. Hunt:

	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.

FORM S-1

General

1. Please provide us proofs of all graphic, visual, or
photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus.  Please note we may
have
comments regarding these materials.

2. Please note that when you file a pre-effective amendment
containing
pricing-related information, we may have additional comments.  As
you
are likely aware, you must file this amendment prior to
circulating
the prospectus.

3. Please note that when you file a pre-effective amendment that
includes your price range, it must be bona fide.  We interpret
this to
mean that your range may not exceed $2 if you price below $20 and
10%
if you price above $20.

4. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not
cited as examples, please make the appropriate changes in
accordance
with our comments.

5. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment.  In
addition,
you should also reference each page number in which disclosure has
been revised in response to a comment so that we can easily place
your
revised disclosure in its proper context.

Prospectus Summary, page 1
6. As currently written your summary contains too much detail and
does
not present a balanced picture of your company and operations.
Please
balance the discussion of your competitive strengths with a
discussion
of your weaknesses.  Additionally, move the discussion of your
challenges to immediately follow the discussion of your strategy.
Finally, move much of the more detailed information to the
"Business"
section.
7. Provide the basis for your belief that the hazardous industries
you
target are underserved.

8. We note your explanation of the commutation agreement on page
7.
Please explain the word "commutation" the first time it is used.

9. We note your explanation of the term "accident year loss ratio"
on
page 6.  Please move this explanation to page 5 where the term is
used
for the first time.

Risk Factors

The workers` compensation insurance industry is cyclical ..., page
11
10. Please revise to describe the current phase in the cycle and
how
it is affecting your operations and profitability.  Compare
current
conditions with conditions previously.  If you believe your
profitability has in the past been adversely affected by negative
developments and cyclical changes in the industry, please provide
appropriate disclosure.

If we are unable to obtain reinsurance on favorable terms, our
ability
to write ..., page 11

11. Please disclose what percentage of your business you reinsure.

12. If you have had difficulties obtaining reinsurance in the
past,
please disclose these difficulties and their effects on your
operations.

If our reinsurers do not pay losses in a timely fashion, or at
all, we
may incur ..., page 12

13. Please disclose the nature of any current difficulties you are
experiencing regarding the enforcement of your rights to receive
payment under reinsurance agreements.

14. Please consider whether a risk factor addressing problems
obtaining reinsurance or whether your dependence on any one
reinsurer
or small group of reinsurers is necessary.  For example,
approximately
how many companies could provide you with reinsurance services in
the
volume you require?  Consider the difficulties you would likely
encounter in finding and negotiating for reinsurance from other
sources.

15. Please consider expanding and discussing as a stand-alone risk
factor, what the company would do in the event that a reinsurer
cancels its participation on new business.

A downgrade in our A.M. Best rating would likely reduce the amount
..., page 13

16. We note that some of your construction contractor
policyholders
are required to maintain workers` compensation coverage with a
company
with an A.M. Best rating of A- or better in order to bid on
certain
contracts.  If you were to be downgraded, what percentage of your
business would be affected?  In other words, please approximate in
percentage terms the amount of premiums the loss of this business
would represent.

If we cannot sustain our relationships with independent agencies,
we
may be unable ..., page 16

17. Please revise your disclosure should you compensate the
independent agents or agencies with contingent fee commissions, if
applicable.

Our business is dependent on the efforts of our senior management
...,
page 18

18. Please identify the members of senior management and other
employees that you consider to be key.  Additionally, disclose
whether
you have employment agreements with all of the employees you
consider
to be key.

19. Please state whether any of the key executives has plans to
retire
or leave the company for any reason in the near future and whether
you
maintain key man insurance on these individuals.

The outcome of recent insurance industry investigations and
regulatory
proposals ..., page 20

20. Please discuss any proposed legislation or new regulatory
requirements that may be imposed on the insurance industry.  For
example, we note that the National Association of Insurance
Commissioners has proposed new rules that would require brokers
obtain
written consent from their clients prior to receiving compensation
from an insurance carrier.  You may want to include this
discussion as
a separate stand-alone risk factor.

Certain Important Information, page 25
21. We note your statement that the organizations do not guarantee
the
accuracy and completeness of such information.  Please delete this
statement.  It is not appropriate to disclaim responsibility for
information included in your registration statement.

Use of Proceeds, page 27

22. We note that you intend to use $___ million of the proceeds on
general corporate purposes.  Please revise to describe the
purposes
more specifically.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Overview, page 32
23. In the third paragraph of the Overview section of your MD&A
you
disclose certain performance metrics management uses to evaluate
the
performance of its operations, but there is no discussion within
MD&A
about management`s assessment of these performance metrics.
Please
revise to include management`s assessment of these performance
metrics, and any know trends and/or uncertainties related to the
assessment.

Critical Accounting Policies

Reserves for Loss and Loss Adjustment Expenses, page 35
24. 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 for each of your lines of
business.

a. Please disclose the range of loss reserve estimates as
determined
by your actuaries.  Discuss the key assumptions used to arrive at
management`s best estimate of loss reserves within that range and
what
specific factors led management to believe this amount rather than
any
other amount within the range represented the best estimate of
incurred losses.  In addition include quantified and narrative
disclosure of the impact that reasonably likely changes in one or
more
of the variables (i.e. actuarially method and/or assumptions used)
would have on reported results, financial position and liquidity.

b. If you do not calculate a range around your loss reserve, but
instead use point estimates please include the following
disclosures:

* Disclose the various methods considered and the method that was
selected to calculate the reserves.  If multiple point estimates
are
generated, include the range of these point estimates.  Include a
discussion of why the method selected was more appropriate over
the
other methods.
* Discuss how management determined the most appropriate point
estimate and why the other point estimates were not chosen.  Also
clarify whether the company actually records to the point estimate
or
if not, how that estimate is used.
* Include quantified and narrative disclosure of the impact that
reasonably likely changes in one or more of the variables (i.e.
actuarially method and/or assumptions used) would have on reported
results, financial position and liquidity.

c. In your disclosure you state that your loss and loss adjustment
expenses are estimated using case-by-case valuations and
statistical
analyses.  Please clarify what specific statistical analyses are
performed.

Deferred Policy Acquisition Costs, page 36
25. We understand based on your disclosure that the costs
associated
with performing safety services are capitalized and amortized as
the
premiums are earned.  Please explain to us how these additional
services are primarily related to the acquisition of new business.
In
your response please tell us how you comply with paragraph 28 of
SFAS
60.

Overview of Operating Results, page 38
26. We note instances in which the increases/decreases in
revenues/expenses are attributable to multiple factors.  For
example,
the increase in gross premiums written from December 31, 2003 to
December 31, 2004 was attributed to increased premium rates,
growth in
new and renewal business and positive premium adjustments due to
payroll audits.  In these instances, pleas quantify the impact of
each
factor.
27. In certain areas of your discussion you make reference to
specific
factors that contributed to the change from period to period.  For
example, in the first paragraph on page 40 you disclose, "The
increase
is attributable to increased premium rates, growth in new and
renewal
business and positive premium adjustments related to payroll
audits."
For statements like this one throughout your discussion of results
of
operations please quantify the individual factors and include an
analysis explaining the relative significance of these items.

Liquidity and Capital Resources, page 42

28. Please indicate if you expect to raise additional funds in the
next 24 months.  If you are unable to determine whether you will
or
not, please disclose the reasons.
29. Please include in MD&A a more robust discussion of the
reasonably
likely impact the payment of claims will have on known trends and
uncertainties, in particular cash outflows from operations.  In
the
disclosure please include a discussion of your asset/liability
management process and whether there are any significant
variations
between the maturity of your investments and the expected payment
of
your loss reserves.  Include a discussion of the impact of selling
securities before anticipated or the use of credit facilities to
pay
for policy liabilities will have on your future liquidity and
results
of operations.
30. Please refer to page 33 of your MD&A section, in which you
disclose that the Company has changed its retention level of its
reinsurance programs over the past several years.  Please disclose
to
the extent necessary, the reasonable likelihood that the change in
your reinsurance program has had or will have on liquidity and
capital
resources.  Please refer to Section IV of Financial Reporting
Release
72.

Business

Loss Reserves

Loss Development, page 66
31. We note that you have disclosed the impact on your cumulative
deficiency/redundancy without the losses related to the write-off
of
the recoverable from Reliance Insurance Company.  This type of
disclosure does not appear to be consistent with disclosures
required
by Guide 6.  If you have included the write-off of the recoverable
as
a non-GAAP financial measure, please tell us why this measure is
not
prohibited by Item 10(e)(1)(ii) of Regulation S-K.

Reinsurance, page 68
32. We note that Converium is not included in the list of
reinsurers
participating in your 2005 reinsurance program.  We also note that
Converium remains obligated to you under two remaining agreements.
Do
Converium`s obligations relate to prior years` reinsurance
agreements?
Please explain.

Employees, page 72
33. Please disclose the number of part-time employees you have, if
any.

Properties, page 72
34. Please revise to disclose the amount of your annual lease
payment(s) and when the lease agreement expires for your DeRidder,
Louisiana facility.  You should also file the lease agreement as
an
exhibit to your registration statement.

Federal Law and Regulations, page 75

35. Please discuss any proposed legislation or new regulatory
requirements that may be imposed on the insurance industry.  For
example, we note that the National Association of Insurance
Commissioners has proposed new rules that would require brokers
obtain
written consent from their clients prior to receiving compensation
from an insurance carrier.

Management

Directors, Executive Officers and Key Employees, page 78
36. Please revise page 79 to identify the subprime finance
companies
of which Jarred Morris is an officer and principal owner.

Management Compensation and Incentive Plans, page 82

37. We note that all five of the employees you describe in this
section receive bonuses which may include stock options, as part
of
their compensation.  Please describe how these individuals`
performance is determined and what factors are considered in
evaluating it.  For example, if the grants are based on company
performance, please describe how company performance is measured.

Principal and Selling Shareholders, page 88
38. Please provide the full name(s) of the natural persons having
voting, dispositive or investment powers over the shares held by
the
entities listed in the table on page 89.
39. In addition, please provide this information for the entities
listed as a selling shareholder on page 91.

40. Please revise to indicate how the selling stockholders
acquired
the shares offered for resale.

41. If any of the selling stockholders are broker-dealers, please
revise to identify them as underwriters.  The only exception to
this
position is if these entities obtained these securities as
compensation for underwriting services.

42. If any of the selling stockholders are affiliates of broker-
dealers, they should be so identified.  In addition, please revise
your disclosure to include the following representations:

* The sellin