SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

      November 23, 2005

Mr. Stephen M. Tuuk
President and Chief Executive Officer
Professionals Direct, Inc.
161 Ottawa Avenue, N.W., Suite 607
Grand Rapids, Michigan   49503

Re:	Professionals Direct, Inc.
	Form 10-K for fiscal year ended
	December 31, 2004
	Filed March 16, 2005
	Schedule 14A
      Filed April 19, 2005
	File No. 001-12449

Dear Mr. Tuuk:

      We have reviewed your October 26, 2005 response to our
September 15, 2005 comment letter, and have the following
comments.
In our comments, we have asked you to provide us with information
so
we may better understand your disclosures.  After reviewing this
information, we may 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 10-KSB for the fiscal year ended December 31, 2004

Schedule 14A filed on April 19, 2005

Management`s Discussion and Analysis, page A-5

Results of Operations, page A-6

Losses and Loss Adjustment Expenses, page A-6

1. Please refer to your response to comment two.  You note that
the
loss ratio was affected by claim frequency, claim severity and by
reinsurance.  Please provide to us proposed disclosure that
addresses
these factors and quantifies the effect of each of these factors
on
the change in the loss ratio discussed.  It also seems that some
of
the reasons for the change cited appear to affect prior year
estimates more than current year estimates.  While both current
year
and prior year charges drive the loss ratio for the period, it is
not
clear why the prior year amount disclosed in note 7 is not as
significant as your response seems to indicate that it might be.
Please clarify how the actuarial review in particular only appears
to
significantly impact the current year charges.

Critical Accounting Estimates and Judgments, page A-8

Loss and Loss Adjustment Expense Reserves, page A-8

2. Refer to your response to comment four.  Please clarify for us
and
in your disclosure whether this "case supplement reserve"
represents
IBNR.  If it does not, please explain to us why the creation of
this
reserve in excess of your case reserves is appropriate under GAAP.

3. Refer to your response to comment four.  You state that a
discussion of sensitivity is not practical or meaningful.  Please
note that the comment only presents a suggested format that is
intended to allow investors to better understand the sensitivity
of
your operations related to the factors that you have identified as
key in establishing these reserves.  If you do not feel this
proposed
format is applicable to your business, then please provide us
similar
disclosure in another format that will allow an investor the
desired
insights into the sensitivity of these reserves to key factors
identified in your letter of October 26, 2005.  Also disclose the
high and the low estimates generated in using the multiple
methodologies described in this revised disclosure.

Ten Year Development Table, page A-9

4. Refer to your response to comment five.  Please explain to us
why
the information included in the proposed disclosure does not agree
with the information included in your filing.  Further explain to
us
why the information in either of these tables does not agree with
the
information provided in your roll forward in note 7.

Consolidated Financial Statements - December 31, 2004

Note 8.  Reinsurance, page A-23

5. Refer to your response to comment six.  What is not clear based
on
your disclosure here and in management`s discussion and analysis
is
the change in the purpose or needs that caused you to retain less
in
the current years than in prior years.  Please expand your
proposed
disclosure to provide the reasons for this apparent change in
trends
or philosophies.

*    *    *    *

      Please respond to the comment within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your response to our comment and provides requested
information.  Detailed letters greatly facilitate our review.
Please
file your letter on EDGAR under the form type label CORRESP.

      You may contact Ibolya Ignat, Staff Accountant, at (202)
551-
3656, or Jim Atkinson, Accounting Branch Chief, at (202) 551-3674,
if
you have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 551-3679.

	Sincerely,

	Jim B. Rosenberg
	Senior Assistant Chief
	Accountant

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Mr. Stephen M. Tuuk
Professionals Direct, Inc
November 23, 2005
Page 1

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