SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

      									February 16,
2005

John H. Berry
Chief Financial Officer
North Pointe Holdings Corporation
28819 Franklin Road
Southfield, Michigan 48034

Re:	North Pointe Holdings Corporation
	Registration Statement on Form S-1
	Filed January 21, 2005
      File Number 333-122220

Dear Mr. Berry:

	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 complete all of the non-pricing blank sections of your
filing prior to filing your next amendment.

3. 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.

4. 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.

5. 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.

Table of Contents

6. You should retain only the Table of Contents on this page.  All
other information should be disclosed after the Risk Factors
section.

Prospectus Summary, page 1

7. In the first sentence of the paragraph you indicate that the
summary "provides an overview of selected information and does not
contain all of the information that you should consider."  If you
retain this statement, please revise it to indicate how you chose
the
information you included here.  Please refer to Item 503(a) of
Regulation S-K.

8. Your summary does not present a balanced view of your business.
Currently, your summary is a detailed discussion of only the
positive
aspects of your company`s business and products.  Please revise
the
summary to present a balanced picture.  Please also note that the
balancing disclosure you provide should be no less prominent than
your positive disclosure.  This means that you cannot satisfy the
comment by merely providing a cross-reference to the risk factors
section.

9. Please provide us with a marked copy of the A.M. Best Company
report supporting your statement regarding your average statutory
loss ratio.

10. As you have chosen to include a summary of your strategy,
please
revise to include a discussion of the risks and obstacles you must
address in implementing this strategy.

Risk Factors

11. Please revise the risk factors where appropriate to replace
generic language with specific disclosure of exactly how these
risks
have affected and will affect your operations, financial condition
or
business, and if practicable to quantify, the specific and
immediate
effects to investors of each risk that you have identified.  For
example, you use general phrases such as "materially adversely
affected" throughout the risk factor section.  These generic
phrases
are subject to varying interpretations and, therefore, do not
adequately explain the risk or concern to which you refer.

We depend upon our network of independent agents for revenues and
market ..., page 9

12. To the extent the company has experienced difficulties in
recruiting or hiring qualified independent insurance brokers,
revise
to discuss these difficulties.
13. Please provide supplementally, the identity of any brokers who
provide in excess of 5% of your total premiums, or in the
alternative, the top five agents that produced more than 17% of
your
gross premiums in 2003.  If available, please include similar
information for 2004.  Also, please tell us whether any of these
brokers has advised you that they will be implementing a change in
their fee arrangements with you.
14. We note that a certain portion of your business is
concentrated
with a relatively few agents.  We also note the discontinuation of
contingent commission arrangements could affect your relationship
with certain independent agents.  Please expand the discussion to
quantify the extent to which you currently have a concentration of
business with agents who previously received contingent
commissions.
15. Please expand the discussion to provide additional information
concerning "the general uncertainty in the insurance industry
regarding contingent commission arrangements...."  Please consider
the need for an additional risk factor to discuss any material
risk
you face as a result of this uncertainty.

Implementation of our growth strategies is subject to numerous
risks
..., page 11

16. To the extent the risks identified in the bullet points has
materially affected your business in the past, please discuss the
situation and its actual or expected consequences.

Severe weather conditions and other catastrophes may result in an
increase ..., page 11

17. Please revise to describe how unfavorable business or economic
conditions have impacted your business in the past.  To the extent
practicable, please quantify for example, claims resulting from
hurricanes, windstorms, earthquakes, etc.

Our business is cyclical, which affects our financial performance
..., page 12

18. 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 lose key personnel or are unable to recruit additional
qualified ..., page 12

19. We note your dependence on qualified personnel.  Please
discuss
any material difficulties you have had in attracting, training, or
retaining qualified personnel.

20. Please state whether any of the individuals you name has plans
to
retire or leave the company for any reason in the near future.

As a holding company, we depend on payments..., page 13
21. Please revise the subheading to ensure it reflects the risk
you
describe in the text.

We are subject to comprehensive regulation that may restrict ...,
page 14

22. As currently written, this risk factor is long, cumbersome,
and
difficult to read.  Please revise to shorten this risk factor, you
may consider breaking it up as appropriate to make two separate
risk
factors.

A reduction in our insurance company subsidiaries` A.M. Best
financial strength ..., page 15

23. Please discuss if the company has received any communications
from A.M. Best related to whether your insurance subsidiaries may
be
downgraded or on a credit watch for possible downgrading.

If market conditions cause reinsurance to be more costly or
unavailable, we may ..., page 16

24. Please disclose what percentage of your business you reinsure.
If 100% of your policies are reinsured, so state.

25. Please expand to discuss what the company would do in the
event
that a reinsurer cancels its participation on new business.  For
example, approximately how many companies could provide you with
reinsurance services in the volume you require?  Disclose the
difficulties you would likely encounter in finding and negotiating
an
agreement for reinsurance from another source.  Your may consider
including this discussion as a separate stand-alone risk factor.

26. If an inability to qualify for reinsurance has adversely
affected
your business in the past, please discuss the specific situation.

We could incur significant losses or a shortage of liquidity ...,
page 16

27. Please disclose problems the company has experienced from the
failure of a reinsurer to pay in full and in a timely manner any
material claims the company has presented to them, if applicable.
Additionally, please disclose the nature of any current
difficulties
you are experiencing regarding the enforcement of your rights to
receive payment under reinsurance agreements.

The outcome of current industry investigations and regulatory
proposals ..., page 16

28. Please confirm that you have received no other inquiries,
formal
or informal, related to Eliot Spitzer and the New York Attorney
General`s investigation of the insurance industry.

29. We note your statement, "[i]t is impossible to predict the
outcome of these investigations and proceedings ..."  Please
delete
the word "impossible" from this sentence, as it is suggestive of
limits on your liability and a disclaimer of responsibility.
Please
revise or advise.

Changes in regulation could adversely affect our business, page 16

30. 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.

Use of Proceeds, page 21

31. Please discuss with more specificity, in addition to working
capital needs, which general corporate purposes the proceeds you
do
not contribute to your insurance company subsidiaries will be used
for and the approximate dollar amount of each.

Unaudited Pro Forma Financial Information, pages 26-28
32. We note that the company includes several pro forma
adjustments
that are not clearly explained in the notes to these pro forma
financial statements.  Please revise this presentation to explain
each adjustment included in the adjustment column.
33. We note in footnote 1 on page 28 that the company adjusts its
balances only for the current period earned premium offset by
previous unearned premium.  We also note that the company would
have
retained this unearned premium under the terms of the transaction.
Please explain to us why this treatment is appropriate if the
intention of these pro forma financial statements is to eliminate
the
impact of all of the operations disposed of.

Selected Historical Financial Information, pages 29-31
34. We note that the company has labeled certain columns of this
information as "Audited."  Please clarify for us whether the
auditor
was engaged pursuant to SAS 42 to report on these financial
statements or whether the information included in those columns
was
derived from audited financial information.
35. We note that the company uses a different denominator to
calculate the expense ratio compared to the loss ratio.  We also
note
that the company then combines these two distinctly calculated
measures to provide a combined ratio.  Please explain to us the
appropriateness of using the denominator described in footnote 8.
Also explain why the combining of two distinct measures is
appropriate.

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

Critical Accounting Policies, page 34
36. The discussions related to these accounting policies defined
as
critical by management are very brief and almost appear to restate
the information included in the accounting policy note.  Please
note
that these disclosures should address material implications of
uncertainties associated with the methods, assumptions and
estimates
underlying the company`s critical accounting measurements.
Consistent with Section V of Financial Reporting Release 72,
Commission Guidance Regarding Management`s Discussion and Analysis
of
Financial Condition and Results of Operations, please consider the
following disclosures:

a) Disclose an analysis of the uncertainties involved in applying
a
principle at a given time or the variability that is reasonably
likely to result for its application over time.  For instance,
consider referring investors to the "Losses and Loss Adjustment
Expenses" discussion on page 64 for more information related to
reserves.
b) Specifically address why your accounting estimates or
assumptions
bear the risk of change.
c) Analyze, to the extent material, such factors as how accurate
the
estimate/assumption has been in the past, how it has changed in
the
past, and whether it is reasonably likely to change in the future.
d) Analyze the estimate/assumption specific sensitivity to change,
based on other outcomes that are reasonably likely to occur and
would
have a material effect.

Estimation of Loss and Loss Expense Reserves, page 35

Reconciliation of Year Ended December 31, 2002 Combined Financial
Results, page 36
37. Please revise this presentation to include a more detailed
description of why management is combining these results and the
appropriateness of this combination.  Include any discussion of
the
potential limitations of this combined presentation and how an
investor should use this information.

Results of Operations

Gross Premiums Written

Year Ended December 31, 2003 as Compared to Year Ended December
31,
2002, page 38
38. Please quantify the causal factors you cite as reasons for the
changes in balances between periods.  For example, elaborate on
and
quantify the extent to which the growth in net premiums written is
attributable to increases in premium rates or to increases in
number
of policies in force, as discussed on page 38.  Consider
disclosing
the change in number of policies in force to provide additional
insight into the cause of the increase.  Similarly, please review
your entire Results of Operations discussion and ensure that you
have
quantified the effect of each income statement line item, in which
you have identified multiple factors as being the cause of the
increase (decrease) in comparing the periods presented.  For
example
consider including a more detailed discussion of the "prevailing
market interest rates" cited as a reason for lower "Net Investment
Income" and "Net Realized Gains on Investments."

Liquidity and Capital Resources, page 47

39. Please include a robust discussion of the reasonably likely
effect that 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 on your
future liquidity and results of operations of selling securities
before anticipated or the use of credit facilities to pay for
policy
liabilities.
Cash Flows, page 48

40. Your analysis of cash flows used in operating activities
merely
recites information presented in the consolidated statements of
cash
flows.  Please revise the discussion to explain the significant
variations in the line items between the periods presented.