SecProbe.io

June 7, 2013

Via E -mail
Ann Brooks
General Counsel
Kingsway Financial Services, Inc.
150 Pierce Road, 6th Floor
Itasca, IL 60143

Re: Kingsway Financial Services , Inc.
  Registration Statement on Form S-3
Filed  May 30, 2013
  File No.  333-188932

Dear M s. Brooks :

We have limited our review of your registration statement to those issues we have
addressed in our comment.  Where you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Please provide your analysis in support of your position that you are eligible to use For m
S-3 to register this offering.  In your response, please address the analysis set forth in
Question 116.20 of the Securities Act Forms Compliance and Disclosure Interpretations.
Alternatively, please file a pre -effective amendment to your registration s tatement to
convert it from Form S -3 to Form S -1.

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 Act of 193 3 and
all applicable Securities  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.

Notwithstanding our comment, in th e event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Ann Brooks
General Counsel
Kingsway Financial Services, Inc.
June 7, 2013
Page 2

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company fro m its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

Please contact Amy Reischauer at (202) 551 -3793, Daniel Greenspan at (202)  551-3623,
or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 Brian J. Fahrney
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603