SecProbe.io

April 8, 2013

Via E -mail
Mr. Larry G. Swets Jr.
President and Chief Executive Officer
Kingsway Financial Services, Inc.
45 St. Clair Avenue West, Suite 400
Toronto, Ontario M4V 1K9

Re: Kingsway Financial Services, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed on April 1 , 2013
  File No.  001-15204

Dear Mr. Swets :

We have limited our review of your preliminary proxy statement  to the issue  we have
addressed in our comment .  Please respond to this letter by revising the proxy statement .  Where
you do not believe our comment applies  to your facts  and circumstances , please tell us why in
your response.

After reviewing the information you provide in response to our comment , we may have
additional comments.

1. We note proposal 6 where you are seeking approval to amend the company’s Articles
of Incorporation to create an unlimited number of preferred shares.  We also note that
you are currently considering issuing preferred shares in connection with a possible
financing.   Please revise your disclosure to describe any other specific plans,
arrangements or understandings, whether written or oral, to issue any of the shares of
preferred stock that will be newly available .  If you have no  other plans, arrangement
or understan dings, please revise your disclosure to so state.

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 the information the Securities Exchange Act of
1934 and all appl icable Exchange Act rules require.   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 responding to our comme nt, please provide  a written statement from the company
acknowledging that:

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

Larry G. Swets Jr.
Kingsway Financial Services, Inc.
April 8, 2013
Page 2

  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.

You may contac t Johnny Gharib at (202) 551 -3170 , Daniel Greenspan at (202) 551 -3623
or me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director